{"url_path":"/sec/cety/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Financial Statements and Supplemental Data.**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1329606/0001493152-26-027379-index.html","accession_number":"0001493152-26-027379","cik":"0001329606","ticker":"CETY","issuer_name":"Clean Energy Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1329606/0001493152-26-027379-index.html","primary_entity_key":"0001329606","primary_entity_name":"Clean Energy Technologies, Inc."},"word_count":35470,"has_tables":true,"body_markdown":"**Item\n8. Financial Statements and Supplemental Data.**\n\n \n\n**CLEAN\nENERGY TECHNOLOGIES, INC.**\n\n**CONSOLIDATED\nFINANCIAL STATEMENTS**\n\n \n\n**DECEMBER\n31, 2024**\n\n**FINANCIAL\nSTATEMENT TABLE OF CONTENTS**\n\n \n\n \n \n**Page**\n\n**Report\nof independent registered public accounting firm** (PCAOB ID NO. 05854)\n \n**49**\n\n**Consolidated\nBalance Sheets as of December 31, 2024 (Restated) and 2023 (Restated)**\n \n**52**\n\n**Consolidated\nStatement of Operations and Other Comprehensive Income for the years ended December 31, 2024 (Restated) and 2023\n(Restated)**\n \n**53**\n\n**Consolidated\nStatements of Stockholders Equity for the years ended December 31, 2024 (Restated) and 2023 (Restated)**\n \n**54**\n\n**Consolidated\nStatements of Cash flows for the years ended December 31, 2024 (Restated) and 2023 (Restated)**\n \n**55**\n\n**Footnotes to the Consolidated Financial Statements**\n \n**56**\n\n \n\n48\n\n \n\n \n\n****\n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Board of Directors and\n\nStockholders\nof Clean Energy Technologies, Inc.\n\n \n\n**Opinion\non the Financial Statements**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheets of Clean Energy Technologies, Inc. (the Company) as of December 31, 2024 (as\nrestated) and 2023 (as restated), and the related consolidated statements of operations, comprehensive income, stockholders’ equity,\nand cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the\nfinancial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial\nposition of the Company as of December 31, 2024 (as restated) and 2023 (as restated), and the results of its operations and its cash\nflows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Going\nConcern**\n\n \n\nThe\naccompanying financial statements, as restated, have been prepared assuming that the Company will continue as a going concern. As discussed\nin Note 1 to the financial statements, as restated, the Company has an accumulated deficit and negative cash flows from operations. These\nfactors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans\nin regard to these matters are also described in Note 1. The financial statements as restated do not include any adjustments that might\nresult from the outcome of this uncertainty.\n\n** **\n\n**Restatement\nof the 2024 and 2023 financial statements**\n\n** **\n\nAs\ndiscussed in Note 19 to the financial statements, the Company has restated its previously issued financial statement as of and for\nthe year ended December 31, 2024, and 2023 to correct misstatements. The accompanying financial statements as of and for the years\nended December 31, 2024, and 2023 reflect the correction of those misstatements. Our opinion is not modified with respect to this\nmatter.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,\nwe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits\nprovide a reasonable basis for our opinion.\n\n** **\n\n**Critical\nAudit Matters**\n\n \n\nThe\ncritical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated\nor required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial\nstatements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters\ndoes not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit\nmatters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\n\n \n\n49\n\n \n\n \n\n**Revenue\nRecognition for Performance Obligations Satisfied Over Time**\n\n* *\n\n*Description\nof the Critical Audit Matter: As discussed in Note 2 to the consolidated financial statements, recognizing revenue from Engineering,\nProcurement, and Construction (EPC) agreement(s) is based on reasonable measures of progress toward complete satisfaction of the performance\nobligation.*\n\n* *\n\n*How\nthe Critical Audit Matter Was Addressed in the Audit: The related audit effort in evaluating management’s judgments in determining\nrevenue recognition for these agreements was extensive and required a high degree of auditor judgment.*\n\n* *\n\n*Our\naudit procedures related to evaluating the Company’s accounting for revenue recognized from these revenue agreements, among others:*\n\n \n\n \n●\nWe\nreviewed the contract terms and evaluated that the agreement has commercial substance, given the related party nature of the transaction,\nand that all of the considerations have a reasonable probability to be substantially collected based on supporting evidence.\n\n \n\n \n●\nWe\nreviewed and verified the performance obligation(s) in the contract to be a series of distinct goods and services that are substantially\nthe same and have the same pattern of transfer to the customer.\n\n \n\n \n●\nWe\nconfirmed the transaction price with the related party and evaluated the reasonableness of the gross profit margin and budgeted costs\nallocated to the completion of the performance obligation.\n\n \n\n \n●\nWe\nevaluated whether billing methods were aligned with the satisfaction of performance obligations guidance under revenue recognition\naccounting principles generally accepted in the United States.\n\n \n\n \n●\nWe\nverified whether costs under the input method directly contributed to the completion of the performance obligation based on audit\nevidence.\n\n \n\n \n●\nWe\ntested the accuracy and completeness of management’s calculations based on supporting data and audit evidence.\n\n \n\n**Deconsolidation\nof Shuya and Change to Equity Method to Consolidation in 2024**\n\n** **\n\n*Description\nof the Critical Audit Matter: As described in Note 15, effective January 1, 2024, the Company determined that Shuya is no longer a variable\ninterest entity of JHJ as a result of the removal of Consistent Action Agreements so we begin to deconsolidate Shuya on January 1, 2024\nand change from consolidation in 2023 to equity method in 2024.*\n\n* *\n\n*How\nthe Critical Audit Matter Was Addressed in the Audit: We identified the Company’s enterprise value and consideration paid as a\ncritical audit matter because of the significant estimates and assumptions management used in the estimate of the acquisition date fair\nvalue, including forecasts of future revenues and expenses and the selection of the discount rates. Auditing management’s forecasts\nof future revenues and expenses as well as the selection of the discount rates involved a high degree of auditor judgment and increased\naudit effort, including the use of our valuation specialists, as changes in these assumptions could have a significant impact on the\nvalue of the purchase consideration.*\n\n* *\n\n*Our\naudit procedures consisted of the following, among others:*\n\n* *\n\n \n●\nWe\nread the termination of the Consistent Action Agreements to understand and evaluate the terms of the transaction to determine that\nthe Company no longer has control and change from consolidation in 2023 to equity method in 2024.\n\n \n\n \n●\nWe\nobtained the Company’s third-party expert valuation report to gain an understanding of the processes and key assumptions for\nestimating the fair value of the equity investment based on the business enterprise value and fair value of non-controlling interest\non January 1, 2024 to calculate the gain and loss from the deconsolidation.\n\n \n\n \n●\nWe\nutilized our internal valuation specialists to evaluate the adequacy and appropriateness of the methodologies and assumptions, including\nthe weighted-average cost of capital, the discount rate, the discounted cash flows method used by the Company’s third-party\nvaluation expert in developing the estimated fair value of the equity investment as of January 1, 2024, fair value of non-controlling\ninterest, and to calculate the gain and loss from the deconsolidation.\n\n \n\n50\n\n \n\n \n\n \n●\nWe\nassessed the reasonableness of management’s cash flow forecasts based on historical results, revenue growth assumptions and\nexpected inflation.\n\n \n\n \n●\nWe\nperformed independent calculations to test the reasonableness and mathematical accuracy of the fair values concluded by the Company.\n\n \n\n \n●\nWe\nevaluated the qualifications of the Company’s third-party valuation expert based on credentials, reputation and experience.\n\n \n\n \n●\nWe\nassessed the appropriateness of the disclosures in the consolidated financial statements.\n\n* *\n\n**Impairment\nof Goodwill and Indefinite-Lived Assets**\n\n* *\n\n*Description\nof the Critical Audit Matter: As described in Note 2 and further in Note 6 to the consolidated financial statements, indefinite-lived\nassets are reviewed for impairment on an annual basis as of December 31, or more frequently if events or circumstances indicate that\nthe asset may be impaired. For the Company’s intangible assets, the Company performed a quantitative assessment which involved\ndetermining the fair value of the asset and comparing that amount to the asset’s carrying value. At December 31, 2024, the total\ncarrying value of the Company definite and indefinite-lived intangible asset was approximately $ 1.8 million.*\n\n* *\n\n*How\nthe Critical Audit Matter was Addressed in the Audit: We determined the assessment of the fair values of the Goodwill and LWL Intangibles\nas a critical audit matter due to complex and highly judgmental due to the significant estimation required in determining the fair value\nof the asset. The fair value estimate was sensitive to significant assumptions such as forecasted revenues, margin and an overall discount\nrate, each of which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the assumptions,\nadverse changes to management’s estimates could reduce the underlying cash flows used to estimate fair value and trigger impairment\ncharges.*\n\n \n\n*Our\naudit procedures consisted of the following, among others:*\n\n \n\n \n●\nWe\nspecifically tested the estimated fair value of the Company’s China intangible asset (LWL Intangibles), we performed audit\nprocedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions\nused in the valuation model including forecasted cash flow, profit and loss, growth rate, and margin.\n\n \n\n \n●\nWe\ncompared significant assumptions to current industry, market and economic trends, and to the Company’s historical results.\n\n \n\n \n●\nWe\nassessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to\nevaluate the changes in the fair value of the China intangible asset that would result from changes in assumptions.\n\n \n\n \n●\nWe\nalso involved an internal valuation specialist to assist in our evaluation of the Company’s consultant report and legal due\ndiligence report.\n\n \n\n**/s/\nTAAD, LLP**\n\n \n \n\nWe\nhave served as the Company’s auditor since 2023.\n\n \n \n\nDiamond\nBar, California\n\n \n \n\nApril\n14, 2025, except for Note 18, as to which the date is June 6, 2025; and Note 2 and Note 19 as to which the date is June 04, 2026\n \n\n \n\n51\n\n \n\n \n\n**Clean\nEnergy Technologies, Inc.**\n\nConsolidated\nBalance Sheets\n\n \n\n  \n\n**December 31, 2024**\n\n**(Restated)**\n  \n\n**December 31, 2023**\n\n**(Restated)**\n \n\nAssets \n    \n   \n\nCurrent Assets: \n    \n   \n\n  \n    \n   \n\nCash \n$62,101  \n$89,625 \n\nAccounts receivable - net \n 8,389  \n 459,008 \n\nAccounts receivable – related party \n 1,947,131  \n 491,774 \n\nAccounts receivable \n 1,947,131  \n 491,774 \n\nAdvance to Supplier \n \n195,575\n  \n 485,430 \n\nDeferred Offering Costs \n 127,494  \n 11,000 \n\nDue from related party \n 112,000  \n - \n\nLoan Receivables \n 230,464  \n 200,826 \n\nInventory \n 497,003  \n 666,413 \n\nTotal Current Assets \n 3,180,157  \n 2,404,076 \n\n  \n    \n   \n\nProperty and Equipment - Net \n 2,913  \n 4,530 \n\nGoodwill \n 747,976  \n 747,976 \n\nLWL Intangibles \n 1,468,709  \n 1,468,709 \n\nInvestment Heze Hongyuan Natural Gas co. \n 741,700  \n 762,273 \n\nLong Term Investment - Shuya \n 485,889  \n - \n\nInvestment to Guangyuan Shuxin New Energy Co. \n 229,064  \n 286,106 \n\nInvestments \n 229,064  \n 286,106 \n\nLong-term financing receivables - net \n -  \n 217,584 \n\nContract assets \n 619,779  \n 566,626 \n\nAdvance to Supplier - Prepayment \n 548,000  \n 563,200 \n\nLicense \n 354,322  \n 354,322 \n\nPatents \n 82,910  \n 91,817 \n\nRight of use asset - long term \n 166,727  \n 245,975 \n\nOther Assets \n 56,125  \n 67,133 \n\nTotal Non Current assets \n 5,504,114  \n 5,376,251 \n\n  \n    \n   \n\nAssets from discontinued operations \n **-**  \n 2,386,762 \n\n  \n    \n   \n\nTotal Assets \n$8,684,271  \n$10,167,089 \n\n  \n    \n   \n\nLiabilities and Stockholders’ Equity \n    \n   \n\nCurrent Liabilities: \n    \n   \n\nAccounts payable \n$1,509,782  \n$506,535 \n\nAccounts payable – related party \n - \n 87,420 \n\nAccrued Expenses \n 465,199  \n 451,285 \n\nCustomer Deposits \n 172,061  \n 307,236 \n\nWarranty Liability \n 100,000  \n 100,000 \n\nWarrant Liability \n 78,148  \n - \n\nDeferred Revenue \n 33,000  \n 33,000 \n\nDerivative Liability \n -  \n - \n\nFacility Lease Liability - current \n 130,483  \n 117,606 \n\nLine of Credit \n 662,804  \n 626,033 \n\nConvertible Notes Payable (net of discount of $117,917 and $70,056 respectively) \n 3,094,577  \n 1,934,956 \n\nNotes payables \n 403,943  \n - \n\nRelated Party Notes Payable \n 8,250  \n - \n\nNotes Payable \n 8,250  \n - \n\nTotal Current Liabilities \n 6,658,247  \n 4,164,071 \n\nLong-Term Debt: \n    \n   \n\nFacility Lease Liability - long term \n 38,125  \n 128,480 \n\nAccrued Dividend \n 90,754  \n 47,904 \n\nTotal Long-Term Debt \n 128,879  \n 176,384 \n\n  \n    \n   \n\nLiabilities from discontinued operations \n -  \n 860,958 \n\n  \n    \n   \n\nTotal Liabilities \n$6,787,126  \n$5,201,413 \n\n  \n    \n   \n\nStockholders’ Equity \n    \n   \n\nCommon stock, $.001\npar value; 133,333,333\nshares authorized; 3,022,103\nand 2,610,164\nshares issued and outstanding as of\nDecember 31, 2024 and 2023 respectively (retroactively adjusted to reflect the 1-for-15 reverse stock split effective October 6, 2025 — see Note 2) \n 3,022  \n 2,610 \n\n15% Series E Convertible preferred stock,\n$.001\npar value; 3,500,000\nshares authorized; 756,139\nand 2,199,387\nshares issued and outstanding as of December 31, 2024 and 2023, respectively \n 756  \n 2,199 \n\nPreferred stock, value \n 756  \n 2,199 \n\nAdditional paid-in capital \n 30,631,493  \n 28,288,163 \n\nAccumulated Other Comprehensible Income \n (257,396) \n (196,827)\n\nAccumulated deficit \n (28,480,730) \n (23,887,685)\n\nTotal Stockholders’ Equity attributable to Clean Energy Technologies, Inc. \n 1,897,145  \n 4,208,460 \n\n  \n    \n   \n\nNon-controlling interest \n -  \n 757,216 \n\nTotal Stockholders’ Equity \n 1,897,145  \n 4,965,676 \n\nTotal Liabilities and Stockholders’ Equity** **\n**$****8,684,271**** **** **\n**$****10,167,089** \n\n \n\nThe\naccompanying footnotes are an integral part of these financial statements\n\n \n\n52\n\n \n\n \n\n**Clean\nEnergy Technologies, Inc.**\n\nConsolidated\nStatements of Operations\n\nfor\nthe years ended December 31,\n\n \n\n  \n2024\n\nRestated  \n2023\n\nRestated \n\nSales \n$1,373,481  \n$6,283,358 \n\nSales -related party \n 1,051,178  \n 410,486 \n\nTotal revenue \n 2,424,659  \n 6,693,844 \n\n  \n    \n   \n\nCost of Goods Sold \n 1,578,104  \n 6,233,009 \n\nGross Profit \n 846,555  \n 460,835 \n\n  \n    \n   \n\nGeneral and Administrative \n    \n   \n\nGeneral and Administrative expense \n 1,015,102  \n 679,004 \n\nSalaries \n 1,906,701  \n 1,570,909 \n\nTravel \n 185,876  \n 247,124 \n\nProfessional Fees \n 578,937  \n 356,785 \n\nFacility lease and Maintenance \n 285,823  \n 310,004 \n\nConsulting \n 195,640  \n 196,301 \n\nDepreciation and Amortization \n 8,907  \n 26,692 \n\nTotal Expenses \n 4,176,986  \n 3,386,819 \n\nNet Loss from Operations \n (3,330,431) \n (2,925,984)\n\n  \n    \n   \n\nOther Income \n 12,583  \n 79,082 \n\nChange in derivative liability \n -  \n 326,539 \n\nChange in FV of warrant liability \n 26,596  \n - \n\nInvestment loss from Shuya \n (125,148) \n - \n\nLoss on debt settlement and write down \n 8,135  \n (1,124,654)\n\nInterest Income \n \n57,011\n  \n \n48,595\n \n\nInterest and Financing fees \n (1,199,042) \n (2,137,649)\n\nNet Loss before income taxes \n (4,550,296) \n (5,734,071)\n\nIncome Tax Expense \n -  \n - \n\nNet loss before non-controlling interest from continuing operations \n (4,550,296) \n (5,734,071)\n\n  \n    \n   \n\nNet income before non-controlling interest from discontinued operation \n -  \n 273,077 \n\nNet loss before non-controlling interest from continuing operations \n (4,550,296) \n (5,460,994)\n\nIncome Tax Expense \n -  \n (22,173)\n\nNet Loss \n (4,550,296) \n (5,483,167)\n\nNet income attributable to non-controlling interest \n -  \n 127,961 \n\n  \n    \n   \n\nNet loss attributable to Clean Energy Technologies, Inc. \n (4,550,296) \n (5,611,128)\n\n  \n    \n   \n\nAccumulative other comprehensive income \n    \n   \n\nForeign Currency Translation Loss \n(60,569) \n (36,155)\n\nTotal Comprehensible Loss \n$(4,610,865) \n$(5,647,283)\n\n  \n    \n   \n\nPer Share Information: \n    \n   \n\nBasic and diluted weighted average number of common shares outstanding \n 2,880,367  \n 2,563,194 \n\n  \n    \n   \n\nNet Loss per common share basic and diluted \n(1.60) \n(2.19)\n\n \n\nReflected the 1-for-15 reverse split effective on October 06, 2025. See Note 02.\n\n \n\nThe\naccompanying footnotes are an integral part of these financial statements\n\n \n\n53\n\n \n\n \n\n**Clean\nEnergy Technologies, Inc.**\n\nConsolidated\nStatements of Stockholders Equity\n\nDecember\n31, 2024 (Restated) and 2023 (Restated)\n\n** **\n\nDescription \nShares  \nAmount  \nShares  \nAmount  \nAmount  \nCapital  \nIncome  \nDeficit  \nInterest  \nTotals \n\n  \nCommon Stock .001 Par  \nPreferred\nStock Shares  \nCommon Stock to be issued  \nAdditional Paid in  \nAccumulated Other Comprehensive  \nAccumulated Deficit  \nNon - Controlling  \nStock holders’ Equity \n\nDescription \nShares  \nAmount  \nShares  \nAmount  \nAmount  \nCapital  \nLoss  \n(Restated)  \nInterest  \nTotals \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nDecember 31, 2022 (reported)* \n 2,478,325  \n $2,478  \n -  \n $-  \n $-  \n $19,312,926  \n $(160,672) \n $(17,276,536) \n $-  \n $1,878,196 \n\nCorrection of errors Beginning Balance \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (952,117) \n -  \n - \n\nDecember 31, 2022 (restated) \n 2,478,325  \n 2,478  \n -  \n -  \n -  \n 19,312,926  \n (160,672) \n (18,228,653) \n -  \n 926,079 \n\nWarrants issued in conjunction for debt \n -  \n -  \n -  \n -  \n -  \n 609,619  \n -  \n -  \n -  \n 609,619 \n\nWarrants issued for services \n -  \n -  \n -  \n -  \n -  \n 76,100  \n -  \n -  \n -  \n 76,100 \n\nShares issued for S-1 Registration \n 65,000  \n 65  \n -  \n -  \n -  \n 3,899,935  \n -  \n -  \n -  \n 3,900,000 \n\nOffering cost \n -  \n -  \n -  \n -  \n -  \n (805,445) \n -  \n -  \n -  \n (805,445)\n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nShares issued for rounding \n 250  \n \n-\n\n  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\nShares for Pacific Pier and Firstfire conversion \n 4,282  \n 4  \n -  \n -  \n -  \n (8) \n -  \n -  \n -  \n (4)\n\nShares issued for Debt Conversion \n 18,507  \n 19  \n -  \n -  \n -  \n 666,231  \n -  \n -  \n -  \n 666,250 \n\nAccumulated Other Comprehensive Loss \n -  \n -  \n -  \n -  \n -  \n -  \n (36,155) \n -  \n (21,696) \n (57,851)\n\nFair value of NCI from acquisition of Shuya \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 650,951  \n 650,951 \n\nShares issued for warrant conversion \n 41,133  \n 41  \n -  \n -  \n -  \n 987,162  \n -  \n -  \n -  \n 987,203 \n\nReclassification of derivative liabilities due to note repayment \n -  \n -  \n -  \n -  \n -  \n 261,639  \n -  \n -  \n -  \n 261,639 \n\nShares based compensation \n 2,667  \n 3  \n -  \n -  \n -  \n 71,997  \n -  \n -  \n -  \n 72,000 \n\nShares issued for Series E preferred \n -  \n -  \n 2,199,387  \n 2,199  \n -  \n 3,208,007  \n -  \n -  \n -  \n 3,210,206 \n\nSeries E preferred dividend \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (47,904) \n -  \n (47,904)\n\nNet Loss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (5,611,128) \n 127,961  \n (5,483,167)\n\nDecember 31, 2023 (restated) \n 2,610,164  \n 2,610  \n 2,199,387  \n 2,199  \n -  \n 28,288,163  \n (196,827) \n (23,887,685) \n 757,216  \n 4,965,676 \n\nBalance \n 2,610,164  \n 2,610  \n 2,199,387  \n 2,199  \n -  \n 28,288,163  \n (196,827) \n (23,887,685) \n 757,216  \n 4,965,676 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nShares issued for stock compensation \n 3,667  \n 4  \n -  \n -  \n -  \n 62,246  \n -  \n -  \n -  \n 62,250 \n\nShares issued for debt inducement \n 16,333  \n 16  \n -  \n -  \n -  \n 194,531  \n -  \n -  \n -  \n 194,547 \n\nShares issued for subscription \n 224,233  \n 224  \n -  \n -  \n -  \n 2,085,277  \n -  \n -  \n -  \n 2,085,501 \n\nShares issued for series E preferred conversion \n 167,706  \n 168  \n (1,443,248) \n (1,443) \n   \n 1,276  \n -  \n \n-\n  \n -  \n 1 \n\nValue of the warrants issued for Mast Hill \n -  \n -  \n -  \n -  \n -  \n    \n -  \n -  \n -  \n - \n\nAccumulated Comprehensive \n -  \n   \n -  \n -  \n -  \n -  \n (60,569) \n -  \n -  \n (60,569)\n\nDeconsolidation of Shuya \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (757,216) \n (757,216)\n\nAccrued Series E preferred dividend \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (42,749) \n -  \n (42,749)\n\nNet Loss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (4,550,296) \n -  \n (4,550,296)\n\nDecember 31, 2024 (restated) \n 3,022,103  \n $3,022  \n 756,139  \n $756  \n $-  \n $30,631,493  \n $(257,396) \n $(28,480,730) \n$-  \n $1,897,145 \n\nBalance \n 3,022,103  \n $3,022  \n 756,139  \n $756  \n $-  \n $30,631,493  \n $(257,396) \n $(28,480,730) \n$-  \n $1,897,145 \n\n****\n\n** **\n\n*Reflected the 1-for-15 reverse split effective on October 6, 2025. See Note 02\n\n****\n\n** **\n\nThe\naccompanying footnotes are an integral part of these financial statements\n\n \n\n54\n\n \n\n \n\n**Clean\nEnergy Technologies, Inc.**\n\nConsolidated\nStatements of Cash Flows\n\nfor\nthe years ended December 31,\n\n** **\n\n  \n2024\n\nRestated  \n2023\n\nRestated \n\nCash Flows from Operating Activities: \n    \n   \n\nNet loss including non-controlling interest \n(4,550,296) \n(5,611,128)\n\nNet Income from discontinued operations \n \n-\n  \n \n250,904\n \n\nNet loss from continuing operations \n \n(4,550,296\n) \n \n(5,862,033\n)\n\nAdjustments to reconcile net loss to net cash used in operating activities: \n    \n   \n\nDepreciation and amortization \n 10,423  \n 26,859 \n\nStock compensation expense \n 62,250  \n 148,100 \n\nNoncash investment income from Shuya \n (170,047) \n - \n\nLoss on deconsolidation of Shuya \n 344,889  \n - \n\nLoss (gain) on debt settlement \n -  \n 1,124,654 \n\nBad debt expense \n 217,584  \n - \n\nAmortization of debt discount \n 222,351  \n 846,682 \n\nDeferred offering expense \n (11,750) \n - \n\nChange in derivative liability \n -  \n (326,539)\n\nChange in FV of warrant liability \n (26,596) \n   \n\n(Increase) decrease in right of use asset \n 78,541  \n (88,615)\n\n(Increase) decrease in lease liability \n (76,848) \n 59,650 \n\n(Increase) decrease in accounts receivable \n 17,142  \n 301,226 \n\n(Increase) decrease in accounts receivable – related party \n (1,021,880) \n (534,651)\n\n(Increase) decrease in prepayments \n 336,740  \n (526,148)\n\n(Increase) decrease in contract asset \n (53,153) \n (48,595)\n\n(Increase) decrease in other assets \n 49,847  \n 706,117 \n\n(Increase) decrease in inventory \n 38,441  \n (469)\n\n(Decrease) increase in accounts payable \n 1,003,248  \n (273,057)\n\n(Decrease) increase in accrued interest \n 184,185  \n 26,771 \n\nOther (Decrease) increase in accrued expenses \n (70,732) \n 352,645 \n\nOther (Decrease) increase in other payables - related party \n -  \n (709,751)\n\nOther (Decrease) increase in customer deposits \n (145,290) \n 87,339 \n\nNet cash used in continuing operations \n (3,560,951) \n (4,689,815)\n\nNet cash used in discontinued operations \n -  \n (93,262)\n\nNet Cash Used In Operating Activities \n (3,560,951) \n (4,783,077)\n\n  \n    \n   \n\nCash Flows from Investing Activities \n    \n   \n\nInvestment to Guangyuan Shuxin New Energy Co. \n 50,040  \n (286,918)\n\nPurchase of intangible assets \n -  \n (90)\n\nPurchase of fixed assets \n -  \n (4,621)\n\nLoan receivables \n 111,200  \n - \n\nNet cash used in continuing operations \n 161,240  \n (291,629)\n\nNet cash used in discontinued operations \n   \n (26,973)\n\nCash Flows Used In Investing Activities \n 161,240  \n (318,602)\n\n  \n    \n   \n\nCash Flows from Financing Activities \n    \n   \n\nProceeds from notes payable and lines of credit \n 1,893,254  \n 2,399,835 \n\nProceeds from warrants exercised \n -  \n 987,204 \n\nDue from related party \n (112,000) \n - \n\nLoan to Rongjun \n -  \n 84,720 \n\nPayments on notes payable and line of credit \n (492,851) \n (1,675,535)\n\nStock issued for cash \n 2,085,500  \n 3,094,555 \n\nNet cash provided by continuing operations \n 3,373,903  \n 4,890,779 \n\nNet cash provided by discontinued operations \n -  \n 205,704 \n\nCash Flows Provided By Financing Activities \n 3,373,903  \n 5,096,483 \n\n  \n    \n   \n\nForeign Currency Transaction \n (1,717) \n 30,776 \n\n  \n    \n   \n\nNet (Decrease) Increase in Cash and Cash Equivalents \n (27,525) \n 25,580 \n\nCash and Cash Equivalents at Beginning of Period \n 89,625  \n 149,272 \n\nCash and Cash Equivalents at End of Period \n62,101  \n174,852 \n\n  \n    \n   \n\n**Analysis of balances of cash and cash equivalents** \n    \n   \n\nCash and Cash equivalents \n62,101  \n89,625 \n\nCash and equivalents included in discontinued operations \n -  \n 85,254 \n\nTotal \n62,101  \n174,881 \n\n  \n    \n   \n\nSupplemental Cashflow Information: \n    \n   \n\nInterest Paid \n$\n268,668\n  \n$257,149 \n\n  \n    \n   \n\nSupplemental Non-Cash Disclosure \n    \n   \n\nDiscount on new notes \n$239,871  \n$239,800 \n\nShares issued for warrants \n$-  \n$261,639 \n\nShares issued for preferred conversions \n$-  \n$3,210,206 \n\nShares issued for debt conversions \n$-  \n$666,250 \n\nWarrants issued in conjunction for convertible notes payable \n$-  \n$609,617 \n\nDividend accrued \n$42,751  \n$- \n\n** **\n\nThe\naccompanying footnotes are an integral part of these financial statements\n\n \n\n55\n\n \n\n \n\n**Clean\nEnergy Technologies, Inc.**\n\n**Notes\nto Consolidated Financial Statements**\n\n \n\n**NOTE\n1 –GENERAL**\n\n \n\n**Corporate\nHistory**\n\n \n\nWe\nwere incorporated in California in July 1995 under the name Probe Manufacturing Industries, Inc. We redomiciled to Nevada in April 2005\nunder the name Probe Manufacturing, Inc. We manufactured electronics and provided services to original equipment manufacturers (OEMs)\nof industrial, automotive, semiconductor, medical, communication, military, and high technology products. On September 11, 2015, Clean\nEnergy HRS, or “CE HRS”, our wholly owned subsidiary acquired the assets of Heat Recovery Solutions from General Electric\nInternational. In November 2015, we changed our name to Clean Energy Technologies, Inc. Our common stock is listed on the Nasdaq Markets\nunder the symbol “CETY.”\n\n \n\nOur\ninternet website address is www.cetyinc.com. The information contained on our websites are not incorporated by reference into\nthis document, and you should not consider any information contained on, or that can be accessed through, our website as part of this\ndocument.\n\n \n\nThe\nCompany has four reportable segments: Clean Energy HRS (HRS) and CETY Europe, CETY Renewables waste to energy business unit, the Engineering\nand Manufacturing services division and CETY Hong Kong.\n\n \n\n**Going\nConcern**\n\n \n\nThe financial statements have been prepared assuming\nthe Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal\ncourse of business. As of December 31, 2024, the Company had stockholders’ equity of $1,897,145, a working capital deficit of $3,478,090,\nand an accumulated deficit of $28,480,730. The Company also reported net cash used in operating activities of $3,560,951 for the year\nended December 31, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within\none year after the date the financial statements are issued.\n\n \n\nDuring 2024 and continuing into 2025, the Company’s\nfinancial condition and operating results were adversely impacted by several factors, including continued financing and interest-related\ncosts, delays associated with financing and registration effectiveness, lower-margin revenue contributions from certain operations, ongoing\ninvestments in strategic waste-to-energy initiatives, and accounting adjustments and restatement-related impacts associated with prior\nperiod activities and financial reporting reviews.\n\n \n\nManagement has been implemented and continues to pursue\nmultiple initiatives intended to improve liquidity and operating performance. These initiatives include restructuring certain existing\nobligations, pursuing additional equity and strategic financing opportunities, reducing operating costs where appropriate, focusing on\nhigher-margin waste-to-energy and heat recovery opportunities, advancing strategic commercial projects, and pursuing operational efficiencies\nacross the organization. Management is also actively evaluating strategic partnerships, project-level financing opportunities, and other\ncapital formation initiatives intended to support the Company’s long-term business objectives.\n\n \n\nFor the fiscal year ended December 31, 2024, the Company\nreported a net loss of $4,550,296 compared to a net loss of $5,734,071 for the prior year period. While management believes the actions\npresently being taken provide a path toward improving liquidity and operating performance, such plans are subject to various risks and\nuncertainties, and there can be no assurance that such efforts will be successful or sufficient to alleviate substantial doubt regarding\nthe Company’s ability to continue as a going concern.\n\n \n\nAccordingly, the accompanying financial\nstatements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Plan\nof Operation**\n\n \n\nOur\nmission is to be a leader in the zero-emission revolution by providing eco-friendly energy solutions, clean energy fuels, and alternative\nelectric power for small to mid-sized projects across North America, Europe, and Asia. The company harnesses the power of heat and biomass\nto produce electricity with zero emissions and minimal cost. Additionally, the company offers Waste to Energy Solutions, converting waste\nmaterials from manufacturing, agriculture, and wastewater treatment plants into electricity and biochar. Clean Energy Technologies also\nprovides engineering, consulting, and project management solutions, leveraging its expertise to develop clean energy projects for both\nmunicipal and industrial customers, as well as Engineering, Procurement, and Construction (EPC) companies.\n\n \n\n**Our\nprincipal businesses**\n\n \n\n**Heat\nRecovery Solutions** – Clean Energy Technologies patented frictionless, lubricant and maintenance free magnetic bearing turbine\nClean Cycle Generator (CCG) is a heat recovery system that captures waste heat from various sources and converts it into electricity.\nThis system can be integrated into various industrial processes, helping to reduce energy costs and carbon emissions.\n\n \n\n**Waste\nto Energy Solutions** – Clean Energy Technologies’ waste to energy solutions involve decomposing organic waste materials,\nsuch as agricultural waste and food waste at high temperatures into clean energy through its proprietary gasification technology that\nproduce a range of products, including electricity, heat, and biochar.\n\n \n\n**Engineering,\nConsulting and Project Management Solutions** – Clean Energy Technologies offers engineering\nand manufacturing services to help clients bring their sustainable energy products to market. This includes design, prototyping, testing,\nand production services. Clean Energy Technologies’ expertise in engineering and manufacturing enables it to provide customized\nsolutions to meet clients’ specific needs.\n\n \n\n56\n\n \n\n \n\n**CETY\nHK**\n\n \n\nClean\nEnergy Technologies (H.K.) Limited (“CETY HK”) consists of two business ventures in mainland China:(i) our natural gas (“NG”)\ntrading operations sourcing and suppling NG to industries and municipalities. NG is principally used for heavy truck refueling stations\nand urban or industrial users. We purchase large quantities of NG from large wholesale NG depots at fixed prices which are prepaid for\nin advance at a discount to market. We sell the NG to our customers at prevailing daily spot prices for the duration of the contracts;\nand (ii) our planned joint venture with a large state-owned gas enterprise in China called Shenzhen Gas (Hong Kong) International Co.\nLtd. (“Shenzhen Gas”),, acquiring natural gas pipeline operator facilities, primarily located in the southwestern part of\nSichuan Province and portions of Yunnan Province. Our planned joint venture with Shenzhen Gas plans to acquire, with financing from Shenzhen\nGas, natural gas pipeline operator facilities with the goal of aggregating and selling the facilities to Shenzhen Gas in the future.\nAccording to our Framework Agreement with Shenzhen Gas, we will be required to contribute $8 million to the joint venture. The terms\nof the joint venture are subject to the execution of definitive agreements.\n\n \n\n**NOTE\n2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:**\n\n \n\nA\nsummary of significant accounting policies of Clean Energy Technologies, Inc. (formerly Probe Manufacturing, Inc.) is presented to assist\nin the understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s\nmanagement, who is responsible for their integrity and objectivity.\n\n \n\nThe\nconsolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in\nthe United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material\nintercompany balances and transactions have been eliminated in consolidation.\n\n \n\n**Estimates**\n\n \n\nThe\npreparation of financial statements in conformity with accounting principles generally accepted in the United States requires management\nto make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and\nliabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such\nestimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets,\nthe collection of accounts receivable and valuation of inventory and reserves.\n\n \n\n**Cash\nand Cash Equivalents**\n\n \n\nWe\nmaintain most of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation\n(“FDIC”) up to $250,000, (which we may exceed from time to time) per commercial bank. For the purposes of the statement of\ncash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.\n\n \n\n**Credit losses**\n\n \n\nOn January 1, 2023, the Company\nadopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326),\nMeasurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss\nmethodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit\nloss accounting standard has no material impact on the Company’s consolidated financial statements as of January 1,\n2023.\n\n \n\nThe Company’s account receivables, prepayments, other receivables and other current assets in the balance sheet\nare within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method\nto evaluates the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment on various\nfactors, including historical experience, creditworthiness of customers and debtors, current economic conditions, reasonable and\nsupportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors.\nThe Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be\ncollected.\n\n \n\nExpected credit losses are recorded as allowance for credit losses on the consolidated statements of operations.\nAfter all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company\nrecovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses.\n\n \n\n**Accounts\nReceivable**\n\n \n\nOur\nability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves\nfor uncollectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to\ncollect amounts due, actual collections may differ from the estimated amounts. As of December 31, 2024 (Restated), and December 31,\n2023 (Restated), we had a reserve for potentially un-collectable accounts receivable of nil and\nnil. Our policy for reserves for our\nlong-term financing receivables is determined on a contract-by-contract basis and considers the length of the financing arrangement.\nAs of December 31, 2024 (Restated), and December 31, 2023 (Restated), we had a reserve for potentially un-collectable long-term financing\nreceivables of $217,584 and\n$nil respectively.\n\n \n\nSeven\n(7) customers accounted for approximately 98% of accounts receivable on December 31, 2024. Our trade accounts primarily represent unsecured\nreceivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant. Four (4) customers accounted\nfor approximately 98% of accounts receivable on December 31, 2023. Our trade accounts primarily represent unsecured receivables.\n\n \n\n57\n\n \n\n \n\n**Inventory**\n\n \n\nInventories\nare valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market\nvalue and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete\ninventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times\nadditional provisions are made. Any inventory write offs are charged to the reserve account. As of December 31, 2024 we had a\nreserve of $934,344\nvs. reserve of $934,344\nas of December 31, 2023.\n\n \n\n**Property\nand Equipment**\n\n \n\nProperty\nand equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value\nof the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged\nto operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the\nrelated assets:\n\n \n\nSCHEDULE\nOF ESTIMATED USEFUL LIVES\n\nFurniture\nand fixtures 3 to 5 years\n\n \n\nEquipment\n5 to 10 years\n\n \n\n**Long\n– Lived Assets**\n\n \n\nLong-lived\nassets, which include property, plant and equipment and intangible assets with finite lives, and operating lease right-of-use assets,\nare reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.\n\n \n\nRecoverability\nof long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future\ncash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows,\nan impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair\nvalue is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.\n\n \n\nThe\nCompany reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying\namount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment\nor Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which\nidentifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against\nthe sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable,\nan impairment charge is measured as the amount by which the carrying amount of the asset group asset group exceeds its fair value based\non discounted cash flow analysis or appraisals. There was no impairment of long-lived assets for the periods ended December 31, 2024\nand 2023.\n\n \n\n**Revenue\nRecognition**\n\n \n\nThe\nCompany recognizes revenue under ASU No. 2014-09, *“Revenue from Contracts with Customers (Topic 606),”* (“ASC\n606”).\n\n \n\n*Performance\nObligations Satisfied Over Time*\n\n \n\n*FASB\nASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10*\n\n \n\nAn\nentity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one\nof the following criteria is met:\n\n \n\na.\nThe customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB\nASC 606-10-55-5 through 55-6).\n\nb.\nThe entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is\ncreated or enhanced (as described in FASB ASC 606-10-55-7).\n\nc.\nThe 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\nhas an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29).\n\n \n\n58\n\n \n\n \n\n*Performance\nObligations Satisfied at a Point in Time*\n\n \n\n*FASB\nASC 606-10-25-30*\n\n \n\nIf\na performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine the point\nin time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should\nconsider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators of the transfer of\ncontrol, which include, but are not limited to, the following:\n\n \n\na.\nThe entity has a present right to payment for the asset\n\nb.\nThe customer has legal title to the asset\n\nc.\nThe entity has transferred physical possession of the asset\n\nd.\nThe customer has the significant risks and rewards of ownership of the asset\n\ne.\nThe customer has accepted the asset\n\n \n\nThe\ncore principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services\nto customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or\nservices. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration\nit is entitled to in exchange for the goods and services transferred to the customer. In addition, a) the company also does not have\nan alternative use for the asset if the customer were to cancel the contract, and b) has a fully enforceable right to receive payment\nfor work performed (i.e., customers are required to pay as various milestones and/or timeframes are met)\n\n \n\nThe\nfollowing five steps are applied to achieve that core principle for our HRS and CETY Europe Divisions:\n\n \n\n \n●\nIdentify the contract with the customer\n\n \n●\nIdentify the performance obligations in the contract\n\n \n●\nDetermine the transaction price\n\n \n●\nAllocate the transaction price to the performance obligations\nin the contract\n\n \n●\nRecognize revenue when the company satisfies a performance\nobligation\n\n \n\nThe\nfollowing steps are applied to our legacy engineering and manufacturing division:\n\n \n\n \n●\nWe generate a quotation\n\n \n●\nWe receive Purchase orders from our customers.\n\n \n●\nWe build the product to their specification\n\n \n●\nWe invoice at the time of shipment\n\n \n●\nThe terms are typically Net 30 days\n\n \n\nThe\nfollowing step is applied to our CETY HK business unit:\n\n \n\n \n●\nCETY HK is primarily responsible for fulfilling the\ncontract / promise to provide the specified good or service.\n\n \n\n*A\nprincipal obtains control over any one of the following (ASC 606-10-55-37A):*\n\n \n\n \na.\nA good or another asset\nfrom the other party which the entity then transfers to the customer. Note that momentary control before transfer to the customer\nmay not qualify.\n\n \nb.\nA right to a service to\nbe performed by the other party, which gives the entity the ability to direct that party to provide the service to the customer on\nthe entity’s behalf.\n\n \nc.\nA good or service from\nthe other party that it then combines with other goods or services in providing the specified good or service to the customer.\n\n \n\nIf\nthe entity obtains control over one of the above before the good or service is transferred to a customer, the entity could be considered\na principal.\n\n \n\n59\n\n \n\n \n\nAdditionally,\nthe above five steps are applied to achieve core principle for our CETY Renewables Division:\n\n \n\nBecause\nthe CETY Renewables division is presently engaged in the Engineering, Procurement, and Construction (EPC) of biomass power facilities,\nCETY Renewables has developed a process of executing EPC Agreements with customers for this work. In contracting these engagements, CETY\nRenewables recognizes revenue according to accounting standards in accordance with ASC 606.\n\n \n\nIn\nrecognizing this revenue, CETY Renewables first identifies the relevant contract with its customer according to 606-10-25-1.\n\n \n\n \n●\nThe entities, together\nknown as the Parties, approved the contract in writing, through signatures and commitment to the performance of permitting, design,\nprocurement, construction, and commissioning.\n\n \n\n \n●\nCETY’s work product\nincludes permits, engineering designs, equipment, and full balance of plant specific to permitting, design, procurement, construction,\nand commissioning.\n\n \n\n \n●\nCETY and customer agree\nto a total EPC Contract price.\n\n \n\n \n●\nThe contract has commercial\nsubstance. The risk associated with this EPC Agreement is that payment of the EPC contract price.\n\n \n\n \n●\nPer the EPC Agreement,\nCETY expects to collect substantially all of the consideration for its goods and services.\n\n \n\nSecondly,\nCETY identifies the performance obligations of the Parties in performance of the EPC Agreement in accordance with 606-10-25-14. At contract\ninception, CETY assesses the goods and services necessary to deliver the facility in accordance with its agreement with clients. The\nagreement specifically laid out all deliverables necessary to achieve the permitting, design, procurement, construction, and commissioning.\n\n \n\nCETY\nalso 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\nwith permitting, design, procurement, construction and commissioning of a commercially operable biomass power plant. A biomass power\nplant 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\nor functional system.\n\n \n\nCETY\nin accordance with 606-10-32-1, CETY reviews measurement of the performance obligations. There is no exclusion of any amount of the Contract\nPrice due to constraints associated with 606-10-31-11 through 606-10-32-13.\n\n \n\nIn\nreview of 606-10-32-2A, CETY did not exclude measurement from the measurement of the transaction price any taxes assessed by a government\nauthority as no such taxes will be due.\n\n \n\nIn\nreviewing 606-10-32-3, CETY evaluated the nature, timing, and amount of consideration promised, and whether it impacts the estimate of\nthe transaction price.\n\n \n\nFinally,\nin identifying a single method of measuring progress for each performance obligation satisfied over time, in accordance with 606-10-25-32,\nCETY applies the methodology of 606-10-25-36. CETY adopted and implemented the input method for revenue recognition in accordance with\nASC 606-10-25-33. The company adopts the input method for implementation. CETY recognizes revenue for performance obligations on the\nbasis of the entity’s efforts or inputs to the satisfaction of a performance obligation per 606-10-55-20.\n\n \n\nFor\nCETY, the contracts with clients for the construction of biomass power plants are the basis for revenue recognition. In each separate\nEPC Agreement, the performance obligations include permitting, design, procurement, construction, and commissioning of the plant. All\nof these work products satisfy Section 606-10-25-27(b) as these work products create or enhance an asset under customer’s control.\nUpon delivery of the work product, the customer takes control of the work products and has full right and ability to direct the use of\nand obtain substantially all of the remaining benefits of the assets. We recognize revenue over time, using timeline and milestone methods\nto measure progress towards complete satisfaction of the performance obligation.\n\n \n\nDuring\nthe complexity and duration of the biomass power plant construction projects, CETY will recognize revenue over time, consistent with\nthe criteria for over-time recognition under ASC 606. This approach reflects the continuous transfer of documents, permits, and the equipment\nover to the customer, which is characteristic of long-term construction contracts.\n\n \n\nWe\nhave a list of appropriate measures of progress: This is based on milestones achieved, among other measures.\n\n \n\nGiven\nthe long-term nature of the projects, CETY regularly reviews and, if necessary, updates its estimates of progress towards completion,\ntransaction price, and the allocation of the transaction price to performance obligations.\n\n \n\nAlso,\nfrom time to time our contracts state that the customer is not obligated to pay a final payment until the units are commissioned, i.e.\na final payment of 10%. As of December 31, 2024 and 2023 we had $33,000 and $33,000 of deferred revenue, which is expected to be recognized\nin the second quarter of year 2025.\n\n \n\nAlso\nfrom time to time we require upfront deposits from our customers based on the contract. As of December 31, 2024 and 2023, we had outstanding\ncustomer deposits of $172,061 and $307,236 respectively.\n\n \n\n60\n\n \n\n \n\n**Fair\nValue of Financial instruments**\n\n \n\nThe\nFinancial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements\nand Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded\ndisclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or\nthe exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between\nmarket participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize\nthe use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the\nCompany uses to measure fair value:\n\n \n\n \n●\nLevel 1: Quoted prices\nin active markets for identical assets or liabilities.\n\n \n●\nLevel 2: Observable inputs\nother than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or\nother inputs that are observable or can be corroborated by observable market data for substantially the full term of the related\nassets or liabilities.\n\n \n●\nLevel 3: Unobservable inputs\nthat are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s\nderivative liabilities have been valued as Level 3 instruments. We value the derivative liability using a lattice model, with a volatility\nof 56% and using a risk free interest rate of 0.15%\n\n \n\nThe\nCompany’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, accrued expenses, and convertible\nnotes payable. The estimated fair value of cash, prepaid expenses, investments, accounts payable, accrued expenses and convertible notes\npayable approximate their carrying amounts due to the short-term nature of these instruments.\n\n \n\n**Foreign\nCurrency Translation and Comprehensive Income (Loss)**\n\n \n\nWe\nhave no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.\nThe accounts of the Company’s Chinese entities are maintained in RMB. The accounts of the\nChinese entities were translated into USD in accordance with FASB ASC Topic 830 “Foreign Currency Matters.” All assets and\nliabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates\nand the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation\nadjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, “Comprehensive Income.”\nGains and losses resulting from foreign currency transactions are reflected in the statements of operations.\n\n \n\nThe\nCompany follows FASB ASC Topic 220-10, “Comprehensive Income (loss).” Comprehensive income (loss) comprises net income (loss)\nand all changes to the statements of changes in stockholders’ equity, except those due to investments by stockholders, changes\nin additional paid-in capital and distributions to stockholders.\n\n \n\n61\n\n \n\n \n\n**Change\nfrom fair value or equity method to consolidation.**\n\n \n\nIn\nJuly 2022, JHJ, a wholly owned subsidiary of CETY HK and other three shareholders agreed to form and make total capital contribution\nof RMB 20 million ($2.81 million) with latest contribution due date in February 2066 into Sichuan Hongzuo Shuya Energy Limited (“Shuya”),\nJHK owns 20% of Shuya. In August 2022, JHJ purchased 100% ownership of Sichuan Shunengwei Energy Technology Limited (“SSET”)\nfor $0, who owns 29% of Shuya; Shunengwei is a holding company and did not have any operations nor made any capital contribution into\nShuya as of the ownership purchase date by JHJ; Right after the ownership purchase of SSET, JHJ ultimately owns 49% of Shuya.\n\n \n\nShuya\nwas set up as the operating entity for pipeline natural gas (PNG) and compressed natural gas (CNG) trading business, while the other\ntwo shareholders of Shuya have large supply relationships.\n\n \n\nFor\nthe year ended December 31, 2022, the Company has determined that Shuya is not a VIE and has evaluated its consolidation analysis under\nthe voting interest model. Because the Company does not own greater than 50% of the outstanding voting shares, either directly or indirectly,\nit has accounted for its investment in Shuya under the equity method of accounting. Under this method, the investor (“JHJ”)\nrecognizes its share of the profits and losses of the investee (“Shuya”) in the periods when these profits and losses are\nalso reflected in the accounts of the investee. Any profit or loss recognized by the investing entity appears in its income statement.\nAlso, any recognized profit increases the investment recorded by the investing entity, while a recognized loss decreases the investment.\n\n \n\nJHJ\nmade an investment of RMB 3.91 million ($0.55 million) into Shuya during the 12 months ended December 31, 2022 recorded in accordance\nwith ASC 323. Shuya had a net loss of approximately $10,750 during the year ending December 31, 2022, of which approximately $5000 was\nallocated to the company, reducing the investment by that amount.\n\n \n\nHowever,\neffective January 1, 2023, JHJ, SSET and Chengdu Xiangyueheng Enterprise Management Co., Ltd (“Xiangyueheng), who is the 10% shareholder\nof Shuya, entered a Three-Parties Consistent Action Agreement, wherein these three shareholders (or three parties) will guarantee that\nthe voting rights will be expressed in the same way at the shareholders’ meeting of Shuya to consolidate the controlling position\nof the three parties in Shuya. The three parties agree that within the validity period of this agreement, before the party intends to\npropose the motions to the shareholders or the board of directors on the major matters related to the voting rights of the shareholders\nor the board of directors, the three parties internally will discuss, negotiate and coordinate the motion topics for consistency; in\nthe event of disagreement, the opinions of JHJ shall prevail.\n\n \n\nAs\na result of Consistent Action Agreement, the Company re-analyzed and determined that Shuya is the variable interest entity (“VIE”)\nof JHJ because 1) the equity investors at risk, as a group, lack the characteristics of a controlling financial interest, and 2) Shuya\nis structured with disproportionate voting rights, and substantially all of the activities are conducted on behalf of an investor with\ndisproportionately few voting rights. Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate\nthat VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most\nsignificantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits,\nthat could potentially be significant to the VIE. The Company concluded JHJ is deemed the primary beneficiary of the VIE. Accordingly,\nthe Company consolidates Shuya effective on January 1, 2023.\n\n \n\nThe\nchange of control interest was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification,\nreferred to as ASC, 805, Business Combinations. The management determined that the Company was the acquiror for financial accounting\npurposes. In identifying the Company as the accounting acquiror, the companies considered the structure of the transaction and other\nactions contemplated by the Three-Parties Consistent Action Agreement, relative outstanding share ownership and market values, the composition\nof the combined company’s board of directors, the relative size of Shuya, and the designation of certain senior management positions\nof the combined company.\n\n \n\nIn\naccordance with ASC 805, the Company recorded the acquisition based on the fair value of the consideration transferred and then allocated\nthe purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the Acquisition\nDate. The excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill.\nAny identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets\nwith indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets\nand goodwill will be tested for impairment when certain indicators are present. Determining the fair value of assets acquired and liabilities\nassumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of\nfuture revenues and cash flows, discount rates, and selection of comparable companies. The valuation of purchase considerations was based\non preliminary estimates that management believes are reasonable under the circumstances.\n\n \n\n62\n\n \n\n \n\nAs\nthe Consistent Action Agreement did not quantify any considerations to gain the control, the deemed consideration paid is the fair value\nof 51% non-controlling interest as of January 1, 2023. The following table summarizes the fair value of the consideration paid and the\nfair value of assets acquired, and liabilities assumed on January 1, 2023, the acquisition date.\n\n \n\nSCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED\n\nFair value of non-controlling interests \n$650,951 \n\nFair value of previously held equity investment \n 556,096 \n\nSubtotal \n$1,207,047 \n\nRecognized value of 100% of identifiable net assets \n (1,207,047)\n\nGoodwill Recognized \n$- \n\nRecognized amounts of identifiable assets acquired and liabilities assumed (preliminary): \n   \n\nInventories \n$516,131 \n\nCash and cash equivalents \n 50,346 \n\nTrade and other receivables \n 952,384 \n\nAdvanced deposit \n 672,597 \n\nNet fixed assets \n 6,704 \n\nTrade and other payables \n (1,021,897)\n\nAdvanced payments \n (5,317)\n\nSalaries and wages payables \n (4,692)\n\nOther receivable \n 40,791 \n\nTotal identifiable net assets \n$1,207,047 \n\n \n\nUnder\nASC-805-10-50-2, initial consolidation of an investee previously reported using fair value or the equity method should be accounted for\nprospectively as of the date the entity obtained a controlling financial interest. Therefore, the Company should provide pro forma information\nas if the consolidation had occurred as of the beginning of each of the current and prior comparative reporting period per\n\n \n\nUnder\nASC-805-10-50-2, initial consolidation of an investee previously reported using fair value or the equity method should be accounted for\nprospectively as of the date the entity obtained a controlling financial interest. Therefore, the Company should provide pro forma information\nas if the consolidation had occurred as of the beginning of each of the current and prior comparative reporting period per\n\n \n\nOn\nJanuary 1, 2024, and effective on the same date, JHJ, SSET and Xiangyueheng entered into the Agreement on the Termination of the Concerted\nAction Agreement (the “Termination Agreement”), pursuant to which the parties released each other from any and all obligations\nunder the CAA. Due to the Termination Agreement, the Company now holds less than 50% of the voting rights in Shuya. The Company analyzed\nwhether Shuya should be consolidated under ASC 810 and determined Shuya is no longer required to be consolidated on January 1, 2024 after\nthe execution of the Termination Agreement. Accordingly, the Company will not consolidate Shuya into its consolidated financial statements\non or after January 1, 2024.\n\n \n\n**Net\n(Loss) per Common Share**\n\n \n\nThe Company computes basic and diluted earnings (loss)\nper share in accordance with ASC 260-10-45, Earnings Per Share, as amended by ASU 2020-06, Accounting for Convertible Instruments and\nContracts in an Entity’s Own Equity.\n\n \n\nBasic earnings (loss) per share is calculated by dividing\nnet income (loss) by the weighted-average number of common shares outstanding during the reporting period.\n\n \n\nDiluted earnings (loss) per share includes the impact\nof potentially dilutive securities and is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding\nplus the weighted-average number of common stock equivalents and other potentially dilutive securities during the period.\n\n \n\nAt\nDecember 31, 2024, we had outstanding common shares of 3,022,103\nused in the calculation of basic earnings per share. Basic\nweighted average common shares for the years ended December 31, 2024 and 2023 were 2,880,367\nand 2,563,194,\nrespectively. As of December 31, 2024, we had convertible notes, convertible into approximately 368,171\n(pre-reverse of additional common shares, and 428,226\ncommon stock warrants, and 1,693,508\npreferred shares. Fully diluted weighted average common shares\noutstanding were the same as basic weighted average common shares for the year ended December 31, 2024, as potentially dilutive securities\nwere excluded from the calculation because they were anti-dilutive.\n\n \n\n63\n\n \n\n \n\n**Research\nand Development**\n\n \n\nWe\nhad no amounts of research and development R&D expense during the year ended December 31, 2024 and 2023.\n\n \n\n**Segment\nDisclosure**\n\n \n\nFASB\nCodification Topic 280, *Segment Reporting*, establishes standards for reporting financial and descriptive information about an\nenterprise’s reportable segments. The Company has four reportable segments: Manufacturing & Engineering services, Clean Energy\nHRS (HRS), CETY HK NG Trading, and CETY Renewables Waste to Energy. The segments are determined based on several factors, including the\nnature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics.\nRefer to note 1 for a description of the various product categories manufactured under each of these segments.\n\n \n\nAn\noperating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is\ndefined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization\nof intangibles, stock-based compensation, other charges (income), net and interest and other, net.\n\nSCHEDULE\nOF FINANCIAL DATA \n\n  \n2024  \n2023 \n\n  \nFor the years ended December 31, \n\n  \n2024 (Restated)  \n2023 (Restated) \n\nNet Sales \n    \n   \n\nManufacturing and Engineering \n$9,341  \n$47,091 \n\nHeat Recovery Solutions \n 158,141  \n 497,584 \n\nNG Trading \n 1,192,420  \n 5,719,170 \n\nWaste to Energy \n 1,064,757  \n 429,999 \n\nDiscontinued operations \n -  \n 8,419,619 \n\nTotal Sales \n$2,424,659  \n$15,113,463 \n\n  \n    \n   \n\nSegment income and reconciliation before tax \n    \n   \n\nManufacturing and Engineering \n 7,806  \n (16,199)\n\nHeat Recovery Solutions \n 15,160  \n 157,178 \n\nLNG Trading \n (6,195) \n (35,378)\n\nWaste to Energy \n 829,784  \n 355,234\n\nDiscontinued operations \n -  \n 629,419 \n\nTotal Segment income \n 846,555  \n 1,090,254 \n\nLess: operating expense \n (4,176,986) \n (3,386,819)\n\nLess: operating expense from discontinued operations \n -  \n (358,843)\n\nLess: other income and expenses \n (1,219,865) \n (2,808,087)\n\nLess: other income and expenses from discontinued operations\n \n -  \n 2,501\n\nNet (loss) before income tax \n$(4,550,296) \n$(5,460,994)\n\n \n\n  \nDecember\n31, 2024 (Restated)  \nDecember\n31, 2023 (Restated) \n\nTotal Assets \n    \n   \n\nManufacturing and Engineering \n$2,568,869  \n$2,607,917 \n\nHeat Recovery Solutions \n 2,041,013  \n 4,003,495 \n\nWaste to Energy \n 1,648,324  \n 486,572  \n\nLNG Trading \n 2,426,065  \n 3,069,105 \n\nTotal Assets \n$8,684,271  \n$10,167,089 \n\n \n\nThe\nfollowing table represents revenue by geographic area based on the sales location of our products and solutions:\n\nSCHEDULE\nOF REVENUE BY GEOGRAPHIC AREAS BASED ON SALES LOCATION OF OUR PRODUCTS \n\n  \n2024  \n2023 \n\n  \nFor the years ended\nDecember 31, \n\n  \n2024  \n2023 \n\nUnited States \n 1,232,238  \n 905,057 \n\nChina include discontinued operation: $8,419,619 \n 1,192,421  \n 14,138,789 \n\nOther international \n -  \n 69,617 \n\nTotal Sales \n 2,424,659  \n 6,693,844 \n\n \n\n64\n\n \n\n \n\n**Share-Based\nCompensation**\n\n \n\nThe\nCompany has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R)\n(now contained in FASB Codification Topic 718, *Compensation-Stock Compensation*), which supersedes APB Opinion No. 25, “Accounting\nfor Stock Issued to Employees,” and its related implementation guidance and eliminates the alternative to use Opinion 25’s\nintrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure\nthe cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and\nstock warrants, based on the fair value of the award, measured at the grant date (with limited exceptions). Under this standard, the\nfair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements. We use the Black-Scholes\noption-pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black-Scholes model meets\nthe requirements of SFAS No. 123R; however, the fair values generated may not reflect their actual fair values, as it does not consider\ncertain factors, such as vesting requirements, employee attrition and transferability limitations. The Black-Scholes model valuation\nis affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and\nexpected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility.\nFor the “risk-free interest rate,” we use the Constant Maturity Treasury rate on 90-day government securities. The term is\nequal to the time until the option expires. The dividend yield is not applicable, as the Company has not paid any dividends, nor do we\nanticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading\ncommon stock, on the grant date calculated using a 20-trading-day average. At the time of grant, the share-based compensation expense\nis recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates\nand the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The\nexpense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates.\n\n \n\nWe\nre-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions,\nthe share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any\nremaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense\nis recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service\nperiod (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the\nrequisite service. As of December 31, 2024, we had no further non-vested expense to be recognized.\n\n \n\n**Leases**\n\n \n\nThe\nCompany adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment\nto be accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described\nunder “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the\nrecognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer\nthan 12 months.\n\n \n\nThe\nCompany’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an\narrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with\nterms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease\nterm. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized\nincremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term\nwhen it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual\nlease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized\non a straight-line basis over the lease term.\n\n \n\nLeased\nright-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived\nassets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment\nof all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present,\nthe Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income,\nand if not recoverable, measures impairment loss for the right-of-use asset or asset group.\n\n \n\n**Income\nTaxes**\n\n \n\nFederal\nIncome taxes are not currently due since we have had losses since inception of Clean Energy Technologies.\n\n \n\n65\n\n \n\n \n\nOn\nDecember 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant\nchanges to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”)\nfrom 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended December 31, 2024 using\na Federal Tax Rate of 21% and an estimated state of California rate of 9%.\n\n \n\nIncome\ntaxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 *Income Taxes – Recognition.*Under\nthis approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis\nof assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred\ntax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.\n\n \n\nDeferred\nincome tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial\nreporting purposes and the amounts used for income tax reporting purposes.\n\n \n\nAs\nof December 31, 2024 (Restated), we had a net operating loss carry-forward of approximately $36,064,097\nand a deferred tax asset of $nil\nusing the statutory rate of 30%.\nThe deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events\nwe have booked valuation allowance of $(8,452,200).\nFASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of\na tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification,\ninterest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2024 the Company did not take any\ntax positions that would require disclosure under FASB ASC 740.\n\n \n\nOn\nFebruary 13, 2018, Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”)\nentered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”)\nand the Corporation. The Corporation received $907,388 in exchange for the issuance of 7,561,567 restricted shares of the Corporation’s\ncommon stock, par value $.001 per share (the “Common Stock”).\n\n \n\nOn\nFebruary 13,2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase Agreement\n(the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated\nthereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL\nNote”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.12 per share, as adjusted as provided therein. This note was\nassigned to MGW Investments.\n\n \n\nThis\nresulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the\nstates of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2018. The Company\nis current on its federal and state tax returns.\n\n \n\n66\n\n \n\n \n\n**Reverse Stock Split**\n\n** **\n\n****\n\nOn October 6, 2025, the Company effected a 1-for-15 reverse stock split\nof its issued and outstanding common stock. All share and per-share amounts presented in the consolidated financial statements and the\naccompanying notes have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.\n\n \n\n**Recently\nIssued Accounting Standards**\n\n \n\nThe\nCompany’s management reviewed all recently issued ASU’s not yet adopted by the Company and does not believe the future adoptions\nof any such ASU’s may be expected to cause a material impact on the Company’s consolidated financial condition or the results\nof its operations.\n\n \n\n**Deferred\nStock Issuance Costs**\n\n \n\nDeferred\nstock issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future\nraising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost\nof the stock issuance upon closing of the respective stock placement. During the year ended December 31, 2024, $127,494\nand $11,000 as of December 2023 of deferred stock issuance costs will be capitalized and will be recognized upon the funding of the\noffering during the year 2025.\n\n \n\n**NOTE\n3 – ACCOUNTS AND NOTES RECEIVABLE**\n\nSCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE \n\n  \nDecember\n31, 2024 (Restated)  \nDecember\n31, 2023 (Restated) \n\nAccounts Receivable \n$8,389  \n$459,008 \n\nAccounts Receivable - RP \n 1,947,131  \n 491,774 \n\nLess reserve for uncollectable accounts \n - \n -\n\nTotal \n$1,955,520  \n$950,782 \n\n \n\nOur\nAccounts Receivable is pledged to Nations Interbanc, our line of credit.\n\nSCHEDULE OF LEASE RECEIVABLE ASSET \n\n  \nDecember\n31, 2024 (Restated)  \nDecember\n31, 2023 (Restated) \n\nLong-term receivables \n$217,584  \n$217,584 \n\nLess reserve for uncollectable accounts \n (217,584) \n -\n\nNet Long-term receivables \n -  \n 217,584 \n\n \n\n**T**he\nCompany is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of December 31, 2024 any collection\non the lease payments was not yet considered probable, resulting in no derecognition of the underlying asset and no net lease investments\nrecognized on the sales-type lease pursuant to ASC 842-30-25-3.\n\n \n\nOn\na contract-by-contract basis or in response to certain situations or installation difficulties, the Company may elect to allow non-interest\nbearing repayments in excess of 1 year.\n\n \n\nOur\nlong - term financing Receivable are pledged to Nations Interbanc, our line of credit.\n\n \n\n**NOTE\n4 – INVENTORY**\n\n \n\nInventories\nby major classification were comprised of the following at:\n\nSCHEDULE OF INVENTORIES \n\n  \nDecember 31, 2024  \nDecember 31, 2023 \n\nInventory \n$1,431,347  \n$1,600,757 \n\nLess reserve for obsolescence parts \n (934,344) \n (934,344)\n\nTotal \n$497,003  \n$666,413 \n\n \n\nOur\nInventory is pledged to Nations Interbanc, our line of credit.\n\n \n\n67\n\n \n\n \n\n**NOTE\n5 – PROPERTY AND EQUIPMENT**\n\n \n\nProperty\nand equipment were comprised of the following at:\n\nSCHEDULE OF PROPERTY AND EQUIPMENT \n\n  \nDecember 31, 2024  \nDecember 31, 2023 \n\nProperty and Equipment \n$1,434,743  \n$1,436,593 \n\nAccumulated Depreciation \n (1,431,830) \n (1,432,063)\n\nNet Fixed Assets \n$2,913  \n$4,530 \n\n \n\nOur\nDepreciation Expense for the years ended December 31, 2024 and 2023 was $8,907 and $26,692 respectively.\n\n \n\nOur\nProperty Plant and Equipment is pledged to Nations Interbanc, our line of credit.\n\n \n\n**NOTE\n6 – INTANGIBLE ASSETS**\n\n \n\nIntangible\nassets were comprised of the following at:\n\nSCHEDULE OF INTANGIBLE ASSETS \n\n  \nDecember 31, 2024  \nDecember 31, 2023 \n\nGoodwill \n$747,976  \n$747,976 \n\nLWL Intangibles \n 1,468,709  \n 1,468,709 \n\nLicense \n 354,322  \n 354,322 \n\nPatents \n 190,789  \n 190,789 \n\nAccumulated Amortization-Patents \n (107,879) \n (98,972)\n\nNet Intangible Assets \n$2,653,917  \n$2,662,824 \n\n \n\nAs\nof December 31, 2024, the Company reports intangible assets totaling $2,653,917,\ncompared to $2,662,824 as\nof December 31, 2023.\n\n \n\nAs\nof both December 31, 2024, and December 31, 2023, goodwill amounted to $747,976.\nThe Company classifies goodwill as having an indefinite life, and as such, it is not amortized but is subject to annual impairment testing.\nThe Company evaluates goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that\nthe asset might be impaired. The useful life of goodwill is considered indefinite due to the continued potential to generate economic\nbenefits from the business acquired. The Company conducts impairment testing based on projected future cash flows of the acquired business\nand other relevant factors.\n\n \n\nThe\nLWL Investment balance of $1,468,709 as\nof both December 31, 2024, and December 31, 2023, is classified as having an indefinite life. This classification is based on the nature\nof the investment, which is expected to provide continued economic benefits without a foreseeable end date. The Company conducts an annual\nreview to assess whether this classification remains appropriate, including evaluating the investment’s ability to generate cash flows\nand the continued support of the investment’s carrying value.\n\n \n\nThe\nLicense balance remained unchanged at $354,322\nfor both 2024 and 2023. The License is considered\nto have a finite life, and as such, it is subject to amortization over its estimated useful life. The Company estimates the useful life\nof the License based on the legal term and any other relevant factors, such as the expected technological obsolescence or the duration\nof the agreement. The amortization of this asset is reflected in the Company’s financial statements.\n\n \n\nThe Patents balance, after amortization, was $82,910 as\nof December 31, 2024, and $91,817 as of December 31, 2023. Patents are classified as having a finite life and are amortized over their\nexpected useful life, typically based on the legal protection period, which is generally 20 years from the filing date, or the expected\nperiod of the patent’s utility. The Company evaluates the carrying value of patents regularly to ensure that their estimated useful life\nand amortization period remain appropriate. Amortization expense for the period pertains to the systematic allocation of the cost of patents over their estimated\nuseful lives.\n\n \n\nOur\nAmortization Expense for the years ended December 31, 2024 and 2023 was $8,907 and 26,692 respectively.\n\n \n\nBased\non the foregoing analysis of the facts surrounding the Company’s acquisition of LWL, it is the Company’s position that the\nCompany is the acquirer of LWL, under the acquisition method of accounting.\n\n \n\nAs\nsuch, as of November 8, 2021 (the acquisition date), the Company recognized, separately from goodwill, the identifiable assets acquired\nand the liabilities assumed in the Business combination.\n\n \n\nThe\nfollowing table presents the purchase price allocation:\n\nSCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE ALLOCATION \n\nConsideration: \n   \n\n  \n   \n\nTotal purchaser consideration – cash paid \n$1,500,000 \n\n  \n   \n\nAssets acquired: \n   \n\nCash and cash equivalents \n$6,156 \n\nPrepayment \n$13,496 \n\nOther receivable \n$28,718 \n\nTrading Contracts \n$146,035 \n\nShenzhen Gas Relationship \n$1,314,313 \n\nTotal assets acquired \n$1,508,718 \n\n  \n   \n\nLiabilities assumed: \n   \n\nAdvance Receipts \n$(8,539)\n\nTaxes Payable \n$(179)\n\nNet Assets Acquired: \n$1,500,000 \n\n \n\nIf\nLWL had reached USD 5 million in revenue or net profit of USD 1 million by December 31, 2023, then based on the performance\ncontingency there will be issuance of 500,000 shares of CETY to the Seller. The performance contingencies were not\nmet. Since the performance metrics were clearly defined and objectively not met, the contingency is considered extinguished\nand no accrual is warranted.\n\n \n\n68\n\n \n\n \n\n**NOTE\n7 – CONVERTIBLE NOTE RECEIVABLE**\n\n \n\nEffective\nJanuary 10, 2022, JHJ (“note holder”) entered a convertible note agreement with Chengdu Rongjun Enterprise Consulting\nCo., Ltd (“Rongjun” or “the borrower”) with maturity on January\n10, 2025. The maturity date of the note was subsequently extended from January 10, 2025, to January 10, 2027. Under this\nconvertible note, JHJ lent RMB 5,000,000\n($0.69\nmillion) to Rongjun with annual interest rate of 12%,\ncalculated from the Issuance Date until all outstanding interest and principal is paid in full. The Borrower may pre-pay principal\nor interest on this Note at any time prior to the maturity date, without penalty. JHJ has the right to convert this note directly or\nindirectly into shares or equity interest of Heze Hongyuan Natural Gas Co., Ltd (“Heze”) equal to 15%\nof Heze’s outstanding Equity Interest. Rongjun owns 90%\nof Heze. During the year end December 31, 2024, JHJ recorded $56,700\ninterest income accrued from 2022 from this note, the accrual of interest income ceased in October 2022. The bondholders also have the option to convert accrued but unpaid interest into the principal amount of the convertible\nnote.\n\n \n\n**NOTE\n8 – ACCRUED EXPENSES**\n\nSCHEDULE\nOF ACCRUED EXPENSES \n\n  \nDecember 31, 2024  \nDecember 31, 2023 \n\nAccrued Wages \n$78,221  \n$94,954 \n\nSales tax payable \n 15,014  \n 47,631 \n\nAccrued Taxes and other \n 371,964  \n 308,700 \n\nTotal Accrued Expenses \n$465,199  \n$451,285 \n\n \n\n**NOTE 9 – WARRANT LIABILITY**\n\n \n\nOn December 5, 2024, the Company entered into an Equity\nLine of Credit Agreement with Mast Hill Fund, L.P. (the “Investor”), pursuant to which the Investor committed to provide up\nto $5.0 million to the Company.\n\n \n\nIn connection with the agreement, the Company issued\na purchase warrant to the Investor to purchase up to  33,333 shares of common stock at an initial exercise price of $30. per\nshare (number of shares and exercise price are retroactively adjusted to reflect the 1-for-15 reverse stock split effective October 6,\n2025 — see Note 2), subject to customary anti-dilution adjustments and a 4.99% beneficial ownership limitation. The warrant is exercising\nupon issuance and expires on the second anniversary of the issuance date.\n\n \n\nThe warrant contains a down-round provision whereby\nthe exercise price will be reduced if the Company issues common stock, options, or convertible securities at a price below the then-current\nexercise price of the warrant.\n\n \n\nThe warrant was classified as a liability and initially\nrecorded at fair value of $104,744 upon issuance. As of December 31, 2024, the fair value of the warrant liability was remeasured to $78,148.\nThe Company recognized a gain from the change in fair value of warrant liability of $26,596 for the year ended December 31, 2024.\n\n \n\nThe following table presents a reconciliation of the\ncredit line warrant liability measured and recorded at fair value on a recurring basis:\n\n \n\nSCHEDULE OF RECONCILIATION OF CREDIT\nLINE WARRANT LIABILITY\n\n  \n2024  \n2023 \n\n  \nYear Ended December 31, \n\n  \n2024  \n2023 \n\nFair value-beginning of period \n$104,744  \n$- \n\nChange in fair value \n (26,596) \n - \n\nFair value-end of period \n$78,148  \n$- \n\n \n\n**NOTE\n10 – NOTES PAYABLE**\n\n \n\nAll\nshare and per-share information presented in this Note relating to the periods presented has been retroactively adjusted to reflect the\n1-for-15 reverse stock split of the Company’s common stock effected on October 6, 2025, including the share counts and exercise\nprices of warrants issued in connection with notes payable, the conversion prices of convertible notes payable, and commitment and inducement\nshares issued in connection with notes payable. The par value per share of $0.001 was not affected by the reverse stock split\n\n \n\nOn\nNovember 11, 2013, we entered into an accounts receivable financing agreement with American Interbanc (now Nations Interbanc). Amounts\noutstanding under the agreement bear interest at the rate of 2.5% per month. It is secured by the assets of the Company. In addition,\nit is personally guaranteed by Kambiz Mahdi, our Chief Executive Officer. As of December 31, 2024, the outstanding balance was $662,804\ncompared to $626,033 at December 31, 2023.\n\n \n\nOn\nApril 1, 2021, we entered into an amendment to the purchase order financing agreement with DHN Capital, LLC dba Nations Interbanc.\nNations Interbanc has lowered the accrued fees balance by $275,000.00\nas well as the accrual rate to 2.25%\nper 30 days. As a result, CETY has agreed to remit a minimum monthly payment of $50,000\nby the final calendar day of each month. The balance of this debt as of December 31, 2024, is 662,804.\n\n \n\nDuring\nthe year, the Company entered into several “sale of future receipts” / merchant\ncash-advance arrangements with Reliance Financial FL LLC, as well as a subordinated business\nloan with Agile Lending, LLC and a purchase order financing facility with Nations Interbanc.\nAlthough certain contracts are legally structured as non-recourse “sales” of\nfuture business receipts, management concluded that these arrangements do not involve the\ntransfer of discrete existing financial assets that would qualify for derecognition under\nASC 860. Instead, the Company continues to generate and collect its operating cash receipts\nand remits amounts to the lenders until the contractual repayment amounts have been satisfied.\n\n \n\nAccordingly,\nthe Reliance, Agile, and Nations Interbanc arrangements are accounted for as interest-bearing financing liabilities within the scope\nof ASC 470 and ASC 835. The Company records the net proceeds received as short-term debt and recognizes the excess of the total contractual\nrepayment amounts (including any origination fees, daily fees and make-whole or prepayment charges) over the net proceeds as debt discounts\nor financing costs, which are amortized to interest expense using the simple interest method over the expected repayment periods. Legal\nand other third-party costs that are directly attributable to obtaining these financings are capitalized as debt issuance costs and presented\nas a direct deduction from the related liabilities.\n\n \n\nOn\nor about October 31, 2024, and December 24, 2024, the Company borrowed approximately $104,500, and $75,000, respectively, from Reliance\n(“Reliance”) pursuant to short-term cash advance loans. Under the loan agreements, approximately $156,646 and $112,425, respectively,\nwas due to Reliance, amortizing and to be repaid over approximately 32 weeks, and as of June 1, 2026, the balance on the loans was approximately\n$0 and $0, respectively.\n\n \n\nOn\nor about July 15, 2024, August 6, 2024, and October 10, 2024, the Company borrowed approximately $131,750, and $68,500, and $66,000 respectively,\nfrom Agile pursuant to short-term cash advance loans. Under the loan agreements, approximately $141,409, $69,677, and 43,345 respectively,\nwas due to Agile, amortizing and to be repaid over approximately 32 weeks, and as of June 1, 2026, the balance on the loans was approximately\n$0, $0, and $0, respectively.\n\n \n\n69\n\n \n\n \n\n**Convertible\nNotes Payable, Net**\n\n \n\nOn\nMay 6, 2022, we entered into a Securities Purchase Agreement with Mast Hill, L.P. (“Mast Hill”) pursuant to which the Company issued\nto Mast Hill a $750,000 Convertible Promissory Note, due May 6, 2023 for a purchase price of $675,000.00 plus\nan original issue discount in the amount of $75,000, and an interest rate of fifteen percent (15%) per annum. Mast Hill Fund is entitled\nto purchase 15,625 shares of common stock per the warrant agreement at the exercise price of $24. The Securities Purchase Agreement\nprovides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration\nrights. This note has been amended on September 10, 2024 and the principal balance and accrued interest of this as of December 31, 2024\nwas $1,019,384.\n\n \n\nOn\nSeptember 16, 2022, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company\nissued to Mast Hill a $300,000 Convertible Promissory Note, due September 16, 2023 for a purchase price of $270,000\nplus an original issue discount in the amount of $30,000, and an interest rate of fifteen percent (15%) per annum. Mast Hill Fund\nis entitled to purchase 6,250 shares of common stock per the warrant agreement at the exercise price of $24. The Securities Purchase\nAgreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with\nregistration rights. Mast Hill converted their warrant on April 18, 2023. This note has been amended on September 10, 2024, and the principal\nbalance and accrued interest of this as of December 31, 2024, was $391,356.\n\n \n\nOn\nDecember 26, 2022, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company\nissued to Mast Hill a $123,000 Convertible Promissory Note, due December 26, 2023 for a purchase price of $110,700\nplus an original issue discount in the amount of $12,300 and an interest rate of fifteen percent (15%) per annum. Mast Hill Fund is entitled\nto purchase 2,562 shares of common stock per the warrant agreement at the exercise price of $24. The Securities Purchase Agreement\nprovides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration\nrights. The principal balance and accrued interest of this as of November 8, 2023 was $138,923. This note was converted into Series\nE preferred shares of CETY.\n\n \n\nOn\nJanuary 19, 2023, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company\nissued to Mast Hill a $187,000 Convertible Promissory Note, due January 19, 2024 for a purchase price of $168,300\nplus an original issue discount in the amount of $18,700 and an interest rate of fifteen percent (15%) per annum. Mast Hill Fund is entitled\nto purchase 3,896 shares of common stock per the warrant agreement at the exercise price of $24. The Securities Purchase Agreement\nprovides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration\nrights. The principal balance and accrued interest of this as of November 8, 2023 was $209,517. This note was converted into Series E\npreferred shares of CETY.\n\n \n\nOn\nMarch 8, 2023, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company\nissued to Mast Hill a $734,000 Convertible Promissory Note, due March 8, 2024, for a purchase price of $660,600\nplus an original issue discount in the amount of $73,400 and an interest rate of fifteen percent (15%) per annum. Mast Hill Fund is entitled\nto purchase 24,467 shares of common stock per the warrant agreement at the exercise price of $24. The Securities Purchase Agreement\nprovides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration\nrights. The principal balance and accrued interest balance of this as of November 8, 2023 was $807,601. This note was converted into\nSeries E preferred shares of CETY.\n\n \n\nOn\nJuly 20, 2023, the Company closed the transactions contemplated by\nthe Securities Purchase Agreement with Mast Hill, dated July 18, 2023,\npursuant to which the Company issued to Mast Hill a $556,000 Convertible Promissory Note, due July 18, 2024\nfor a purchase price of $500,400 plus an original issue discount in the amount of $55,600, and an interest rate of fifteen percent (15%)\nper annum. The principal and interest of the Note may be converted in whole or in part at any time on or following the issue date, into\ncommon stock of the Company, par value $.001 share (“Common Stock”), subject to anti-dilution adjustments and for certain\nother corporate actions subject to a beneficial ownership limitation of 4.99% of Mast Hill and its affiliates. The per share conversion\nprice into which principal amount and accrued interest may be converted into shares of Common Stock equals $90.00, subject to adjustment\nas provided in the Note. Upon an event of default, the Note will become immediately payable and the Company shall be required to pay\na default rate of interest of 15% per annum. At anytime prior to an event of default, the Note may be prepaid by the Company at a 150%\npremium. The Note contains customary representations, warranties and covenants of the Company. The principal balance and accrued interest\nbalance of this as of November 8, 2023 was $581,363. This note was converted into Series E preferred shares of CETY.\n\n \n\nOn\nOctober 13, 2023, the company entered into a promissory note with Diagonal in the amount of $197,196\nwith an interest rate of 10%\nper annum and a default\ninterest rate of 22% per annum. This note is due in full on August\n15, 2024 and has mandatory monthly payments of $21,692.\nThe note had an OID of $21,128\nand was recorded as finance fee expense. In the event of the default, at the option of the Investor, the note may be converted into\nshares of common stock of the company. This note is convertible, but not until a contingent event of default has taken place, none\nof which has occurred as of the date of this filing. This note was paid off on August 15, 2024 and the balance on this note as of\nDecember 31, 2024, was zero.\n\n \n\n70\n\n \n\n \n\nOn\nNovember 17, 2023, the Company entered into a promissory note with Diagonal in the amount of $261,450 with\nan interest rate of 10%\nper annum and a default\ninterest rate of 22% per annum. This note is\ndue in full on September\n30, 2024 and has mandatory monthly payments\nof $28,760.\nThe note had an OID of $28,013 and\nwas recorded as finance fee expense. In the event of the default, at the option of the Investor, the note may be converted into\nshares of common stock of the company. This note is convertible, but not until a contingent event of default has taken place, none\nof which has occurred as of the date of this filing. The balance on this note was paid off as of December 31, 2024.\n\n \n\nOn\nNovember 30, 2023, the Company entered into a promissory note with Diagonal in the amount of $136,550 with an interest rate of 10%\nper annum and a default interest rate of 22% per annum. This note is due in full on September 30, 2024 and has mandatory monthly payments\nof $15,021. The note had an OID of $16,700 and was recorded as finance fee expense. In the event of the default, at the option of the\nInvestor, the note may be converted into shares of common stock of the company. This note is convertible, but not until a contingent\nevent of default has taken place, none of which has occurred as of the date of this filing. The balance on this note as of November\n30, 2024 was zero.\n\n \n\nOn\nDecember 19, 2023, the Company entered into a promissory note in the amount of $92,000 with an interest rate of 10% per annum and a default\ninterest rate of 22% per annum. This note is due in full on October 30, 2024 and has mandatory monthly payments of $10,120. The note\nhad an OID of $12,000 and was recorded as finance fee expense. In the event of the default, at the option of the Investor, the note may\nbe converted into shares of common stock of the company. This note is convertible, but not until a contingent event of default has taken\nplace, none of which has occurred as of the date of this filing. The balance on this note as of December 31, 2024 was zero.\n\n \n\nOn\nJanuary 3, 2024, the Company entered into a securities purchase agreement\nwith FirstFire, pursuant to which the\nCompany agreed to issue and sell to FirsFire the promissory note of the Company in the principal amount of $143,750,\nwhich amount is the $125,000 actual amount of the purchase price plus an original issue discount in\nthe amount of $18,750. The Note is convertible into shares of common stock of the Company at a fixed price of $24, par value $0.001\nper share upon the terms and subject to the limitations and conditions set forth in such Note. This\nprincipal 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\nto the FirstFire 667 shares of Common Stock. On the closing date, the Buyer shall further withhold\nfrom 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\nCompany’s fees owed to Revere Securities LLC, a registered broker-dealer, in connection with this transaction. The balance on this\nnote as of December 31, 2024 was $0.\n\n \n\nOn\nFebruary 2, 2024, the Company entered into a securities purchase agreement with Coventry Enterprises LLC, a Delaware limited\nliability company Coventry pursuant to which the Company agreed to issue and sell to the Buyer the promissory note of the Company in\nthe principal amount of $92,000,\nwhich amount is the $80,000\nactual amount of the purchase price plus an original issue discount in the amount of $10,120.\nThis note is due in full on November 30, 2024. As a condition to the sale of the Note, the Company issued to the Coventry 1,333\nshares of Common Stock. The\nNote is convertible into shares of common stock at a fixed price of $24 of the Company, par value $0.001\nper share, upon the terms and subject to the limitations and conditions set forth in such Note. The note was paid off as of December\n1, 2024 and balance on this note as of December 31, 2024 was $0.\n\n \n\nOn\nMarch 4, 2024, the Company entered into a securities purchase agreement\nwith FirstFire, pursuant to which the\nCompany agreed to issue and sell to the FirstFire the promissory note of the Company in the principal amount of $280,500,\nwhich amount is the $255,000 actual amount of the purchase price plus an original issue discount in\nthe 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\nprice of $24 of the Company, par value $0.001 per share, upon the terms and subject to the limitations\nand 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\nof $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\nLLC, a registered broker-dealer, in connection with this transaction. The balance on this note as of December 31, 2024 was $84,150.\n\n \n\n71\n\n \n\n \n\nOn\nJune 21, 2024, Vermont Renewable Gas LLC (“VRG”), a Vermont limited liability company in which the Company retains 49% equity\ninterest, entered into a loan agreement with FPM Development LLC, a Nevada limited liability company,\nand Evergreen Credit Facility I LLP, a Nevada limited liability partnership (collectively, the “Lenders”), pursuant to which\nthe Lenders agreed to loan to VRG the principal amount of $12 million, to be disbursed in tranches based on agreed-upon milestones, for\nthe construction of a waste-to-biogas generation facility. The term of the loan is two (2) years from the date of the first disbursement\nand 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\n12-month Secured Overnight Financing Rate (SOFR) as published by the Federal Reserve Bank of New York plus 4.75% per annum. Under the\nLoan Agreement, the $12 million loan shall be secured by (i) two contracts of VRG and (ii) a corporate guarantee provided by the Company pursuant to which the Company agreed to absolutely and unconditionally guarantees, on a continuing\nbasis, to the Lenders the prompt payment to the Lenders when due at maturity all of VRG’s liabilities and obligations under the\nLoan Agreement. Under the Loan Agreement, the Lenders may also convert up to 30% of the amount of the loan disbursed into shares of common\nstock of the Company, at the exercise price of 15% discounted value of the then-current share price of the common stock of the Company.\nAMEC Business Advisory Pte. Ltd., a company incorporated in Singapore (the “AMEC”) may assume or acquire up to 50% of the\ntotal loan amount under the Loan Agreement, and seeks the option to convert an extra 10% of the amount of loan disbursed, in addition\nto a pro-rata portion of the 30% conversion right. FPM Development is in default and there was no balance owed as of December 31, 2024.\n\n \n\nOn\nAugust 22, 2024, the Company entered into a securities purchase agreement with Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), pursuant\nto which the Company agreed to issue and sell to Diagonal a convertible promissory note of the Company in the principal amount of $180,960 for a purchase price of $156,000 plus an original issue discount in the amount of $24,960. The Note provides\nfor a one-time interest charge of thirteen percent (13%) of the principal amount equal to $23,524. The Company shall make nine (9) payments,\neach in the amount of $22,720 to Diagonal. The first payment shall be due on September 30, 2024 with eight (8) subsequent payments due\non the 30th day of each month thereafter, the note is due in full on May 31, 2025. Any amount of principal or interest on this Note\nwhich is not paid when due shall bear a default interest at the rate of twenty two percent (22%) per annum from the due date thereof\nuntil the same is paid. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an\nevent of default (the “Event of Default”) into common stock of the Company, par value $0.001 per share,\nat the conversion price of $15 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99% of Diagonal\nand its affiliates. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common\nStocks, and other events as set forth in the Note. The balance on this note as of December 31, 2024, was $136,333.\n\n \n\nOn\nSeptember 2, 2024, the Company entered into a securities purchase\nagreement with Coventry\npursuant to which the Company agreed to issue and sell to Coventry a convertible promissory note of the Company in the principal amount\nof $92,000 for a purchase price of $80,000 plus an original issue discount in the amount of $12,000. The Note\nprovides for a one-time interest charge of ten percent (10%) of the principal amount equal to $9,200. The Company shall make ten (10)\npayments, each in the amount of $10,120 to Coventry. The first payment shall be due on October 1, 2024 with nine (9) subsequent payments\ndue on the 1st day of each month thereafter, this note is due in full on July 30, 2025. Any amount of principal or interest on this Note\nwhich is not paid when due shall bear a default interest at the rate of twenty two percent (22%) per annum from the due date thereof\nuntil the same is paid. The Company will issue 1,000 commitment shares of its Common Stock to Coventry in connection with this transaction.\nAll or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock of the Company, par value $0.001 per share at the conversion price\nof $24 per share or the per share price of any issuance of the Company’s stock within the 30 days before or after the conversion,\nsubject to anti-dilution adjustments and a beneficial ownership limitation of 4.99% of Coventry and its affiliates. Events of Default\ninclude failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth\nin the Note. The balance on this note as of December 31, 2024, was $60,720.\n\n \n\nOn\nSeptember 10, 2024, the Company, and Mast Hill Fund, L.P., a Delaware\nlimited partnership (“Mast”), entered into (i) an amendment to the promissory note that was issued by the Company to Mast\non May 6, 2022, in the original principal amount of $750,000; and (ii) an amendment to the promissory note that was issued by the Company\nto Mast on September 16, 2022, in the original principal amount of $300,000 (collectively, the “Amendments”). Pursuant to\nthe Amendments, the maturity date of both of the original promissory notes shall be extended to December 31, 2025, and the Company shall\npay an extension fee of $300,000 in total to Mast at closing. This amount was recorded in the statements of operations as interest expenses,\nas it was calculated using the applicable default interest rate.\n\n \n\nOn\nSeptember 10, 2024, the Company entered into a securities purchase agreement with Mast pursuant to which the Company agreed to issue\nand sell to Mast a convertible promissory note of the Company in the principal amount of $612,000\nfor a purchase price of $612,000.\nThe balance of this note as of December 31, 2024 was $835,464. The\nNote provides for an interest rate of eight percent (8%) per annum and the maturity date shall be December 31, 2025. Any amount of\nprincipal or interest on this Note which is not paid when due shall bear a default interest at the rate of sixteen percent (16%) per\nannum from the due date thereof until the same is paid. On the closing, Mast shall withhold a non-accountable sum of $12,000 from\nthe purchase price to cover Mast’s legal fees in connection with the transaction. All or any part of the outstanding\nand unpaid amount under the Note may be converted at any time following the issue date of the Note (the “Issue Date”)\ninto common stock of the Company, par value $0.001\nper share, at the conversion price of $37.50\nper share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99%\nof Mast and its affiliates. If, at any time prior to the full repayment or full conversion of all amounts owed under the Note, the\nCompany and the Company’s majority-owned non-PRC subsidiaries have collectively received cash proceeds of more than $1,000,000\n(the “Minimum Threshold”) in the aggregate from any source after the Issue Date, including, but not limited to, from\npayments from customers and the issuance of equity or debt, Mast shall have the right in its sole discretion to require the Company\nto immediately apply up to 25% (the “Repayment Percentage”) of such proceeds after the Minimum Threshold to repay all or\nany portion of the outstanding amounts then due under this Note; provided, however, that the Repayment Percentage shall increase to\n50% once the Company and the Company’s majority-owned non-PRC subsidiaries have collectively received cash proceeds of more\nthan $3,000,000\nin the aggregate.\n\n \n\n72\n\n \n\n \n\nOn\nSeptember 30, 2024, the Company entered into a securities purchase\nagreement with Diagonal,\npursuant to which the Company agreed to issue and sell to Diagonal a convertible promissory note of the Company in the principal amount\nof $150,650 for a purchase price of $131,000 plus an original issue discount in the amount of $19,650. The Note\nprovides for a one-time interest charge of thirteen percent (13%) of the principal amount equal to $19,584. The Company shall make nine\n(9) payments, each in the amount of $18,915 to Diagonal. The first payment shall be due on October 30, 2024 with eight (8) subsequent\npayments due on the 30th day of each month thereafter. Any amount of principal or interest on this Note which is not paid when due shall\nbear a default interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. All or any\npart of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock of the Company, par value $0.001 per share at the conversion price\nof $15 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99% of Diagonal and its affiliates.\nEvents of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other\nevents as set forth in the Note. The balance on this note as of December 31, 2024, was $132,404.\n\n \n\nOn\nOctober 15, 2024, the Company entered into a securities purchase agreement\nwith Diagonal, pursuant to which the Company agreed to\nissue and sell to Diagonal a convertible promissory note of the Company in the principal amount of $125,080\nfor a purchase price of $106,000 plus an original issue discount in the amount of $19,080. The Note provides for a one-time interest\ncharge of fifteen percent (15%) of the principal amount equal to $18,762. The Company shall make nine (9) payments, each in the amount\nof $15,982 to Diagonal. The first payment shall be due on November 15, 2024 with eight (8) subsequent payments due on the 15th day of\neach month thereafter. Any amount of principal or interest on this Note which is not paid when due shall bear a default interest at the\nrate of twenty two percent (22%) per annum from the due date thereof until the same is paid. All or any part of the outstanding and unpaid\namount under the Note may be converted at any time following an event of default into common stock\nof the Company, par value $0.001 per share, at the conversion price of $15 per share, subject to anti-dilution\nadjustments and a beneficial ownership limitation of 4.99% of Diagonal and its affiliates. Events of Default include failure to pay principal\nor interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The balance on this\nnote as of December 31, 2024, was $111,877.\n\n \n\nOn\nNovember 8, 2024, the Company entered into a securities purchase agreement\nwith Coventry, pursuant to which the Company agreed to\nissue and sell to Coventry a convertible promissory note of the Company in the principal amount of $101,000\nfor a purchase price of $96,000 plus an original issue discount in the amount of $5,000. The Note is due and payable on December 24,\n2024 and provides for a interest rate of 3.94%, compounded monthly. The Company shall also issue to Coventry 40,000 unregistered shares\nof its common stock, par value $0.001 per share as loan commitment shares in connection with this transaction.\nAll or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into Common Stock of the Company, subject to a beneficial ownership limitation of 4.99% of Coventry and its affiliates.\nThe conversion price is the lower of $15 per share or the per share price of any issuance of the Company’s stock within the 30\ndays before or after the conversion, subject to anti-dilution adjustments. Events of Default include failure to pay principal or interest,\nbankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The balance on this note as of\nDecember 31, 2024, was $101,998.\n\n \n\nOn\nNovember 18, 2024, as stated in the 3rd quarter of 2024 10Q filed on November 19, 2024, the Company and Mast, entered into\nan amendment to that certain promissory note originally issued by the Company to Mast on September 9, 2024, in the original principal\namount of $612,000.\nPursuant to the Amendment, Mast shall pay the purchase price of an additional $160,000\non or before November 20, 2024, and the principal\nbalance of the Note shall be increased by $160,000\non the date that the Company received the funding\nfrom Mast. The balance of this note as of December 31, 2024 was $835,464.\n\n \n\nOn\nNovember 29, 2024, the Company entered into a securities purchase agreement with Lucas Ventures, LLC, a Arizona limited liability company,\npursuant to which the Company agreed to issue and sell to Lender (i) a convertible promissory note of the Company in the principal amount\nof $105,000\nand (ii) 40,000\nshares of common stock of the Company, par value $0.001\nper share, as inducement shares for this transaction, for an\naggregate purchase price of $100,000.\nThe Note becomes due and payable on February 28, 2025 and provides for a one-time interest charge of twelve percent (12%)\nof the principal amount payable on the Maturity Date. The Lender is entitled to convert at any time all or any part of the outstanding\nand unpaid amount under the Note into Common Stock of the Company, at the conversion price of $15 per share, subject to anti-dilution\nadjustments and a beneficial ownership limitation of 4.99%\nof Lender and its affiliates. The balance on this note as of December 31, 2024, was $106,105.\n\n \n\n73\n\n \n\n \n\nOn\nDecember 5, 2024, the Company, entered into an equity purchase agreement (the “Equity Line of Credit Agreement”) with\nMast, pursuant to which the Investor agreed to provide an equity line of up to Five Million Dollars ($5,000,000)\n(the “Maximum Commitment Amount”) to the Company, whereby the Company has the right, but not the obligation, at any time\nand from time to time during the 24 months from the date of the Equity Line of Credit Agreement (the “Commitment\nPeriod”), to issue a notice to the Investor (each a “Put Notice”) which shall specify the amount of registered and\nfreely tradable shares of Common Stock of the Company, par value $0.001 per\nshare (the “Put Shares”), that the Company elects to sell to the Investor (each a “Put”), up to an aggregate\namount equal to the Maximum Commitment Amount. The purchase price per Put Share shall mean 95% of the lowest traded price of the\nCompany’s Common Stock on any trading day during the pricing period, and the pricing period for each Put will be the 3 trading\ndays immediately after receipt of the Put Shares by the Investor. Each Put Notice shall direct the Investor to purchase Put Shares (i)\nin a minimum amount not less than $5,000 and (ii) in a maximum amount up to $250,000, provide further that the number of Put Shares\nin each respective Put shall not exceed 20% of the average trading volume of the Company’s Common Stock during the 5 trading\ndays immediately preceding the date of the Put Notice. There\nshall be a 1 trading day period between the receipt of the Put Shares and the next Put Notice, subject to acceleration upon a\n“Volume Event” where the trading volume of the Company’s Common Stock on a trading day exceeds 300% of the total\nPut Shares of the immediately prior Put Notice. The Company agreed to issue 3,333 shares\nof Common Stock to the Investor as the “commitment fee” for the Equity Line of Credit Agreement. In addition, the\nCompany issued a purchase warrant to the Investor on December 5, 2024, pursuant to which the Investor is entitled to purchase from\nthe Company 33,333 shares ****during the period commencing on the issuance date of the Warrant and ending on 5:00 p.m. eastern standard time on the\ntwo-year anniversary thereof, at an initial exercise price of $30 per\nshare, subject to customary anti-dilution adjustments and a beneficial ownership limitation of 4.99%\nof the Investor and its affiliates. The Company further agreed that if it issues shares of Common Stock for a consideration per\nshare (or grants options with an exercise price or issues convertible securities with a conversion price) less than a price equal to\nthe exercise price in effect immediately prior to such issuance, then the exercise price of the Warrant shall be reduced to an\namount equal to that consideration per share (or exercise price or conversion price).\n\n \n\nOn December 11, 2024, the Company and\nMast Hill entered into an amendment to that certain promissory note originally issued by the Company to Mast on September 10, 2024, in\nthe original principal amount of $612,000.\nPursuant to the Amendment, Mast shall pay the purchase price of an additional $50,000\non or before December 12, 2024, and the principal balance of the Mast Note shall be increased by $60,000\non the date that the Company received the funding from Mast. The original issuance and sale of the Mast Note was disclosed through\nthe current report on Form 8-K that was filed with the SEC on September 13, 2024. The balance of this note as of December 31, 2024 was\n$835,464.\n\n \n\nOn\nDecember 12, 2024, the Company entered into a securities purchase agreement with Diagonal, pursuant to which the Company agreed to issue\nand sell to Diagonal a convertible promissory note of the Company in the principal amount of $93,725\nfor a purchase price of $81,500\nplus an original issue discount in the amount of $12,225.\nA one-time interest charge of fifteen percent (15%)\nof the principal amount, equal to $14,058,\nis applied to the principal amount on the issuance date of the Note. The Company shall make six (6) repayments to Diagonal according\nto the payment schedule set forth in Section 1.2 of the Note, with the last repayment due on September 15, 2025. All or any part of the\noutstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock of the Company,\npar value $0.001\nper share, at the conversion price of $15\nper share, subject to anti-dilution adjustments and a beneficial\nownership limitation of 4.99%\nof Diagonal and its affiliates. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting\nof the Common Stocks, and other events as set forth in the Note. The balance on this note as of December 31, 2024, was $107,783.\n\n \n\nTotal\ndue to Convertible Notes\n\nSCHEDULE\nOF CONVERTIBLE NOTES \n\n  \nDecember 31, 2024  \nDecember 31, 2023 \n\nTotal convertible notes \n$2,649,197  \n$1,697,757 \n\nAccrued Interest \n 492,401  \n 308,216 \n\nDebt Discount \n (47,021) \n (71,017)\n\nTotal \n$3,094,577  \n$1,934,956 \n\n \n\n**NOTE\n11 – COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Operating\nRental Leases**\n\n \n\n*ASB\nASU 2016-02 “Leases (Topic 842)” –*In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize\nalmost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained\na dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely\nsimilar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current\nmodel but has been updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective\nfor fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We have adopted the above ASU\nas of January 1, 2019. The right of use asset and lease liability have been recorded at the present value of the future minimum lease\npayments, utilizing an average borrowing rate and the company is utilizing the transition relief and “running off” on current\nleases.\n\n \n\n74\n\n \n\n \n\nAs\nof May 1, 2017, our corporate headquarters were located at 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2017, the Company signed\na lease agreement for an 18,200-square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2017.\nThis lease ended as of November 30, 2023. In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite\nterm that may be terminated by either party with a 60-day notice for 1,000 Euro per month. Due to the short termination clause, we are\ntreating this as a month-to-month lease. This lease ended as of December 31, 2023.\n\n \n\nWe\nhave relocated our corporate office to 1340 Reynolds Avenue Unit 120, Irvine, CA 92614. On December 1, 2023, the Company signed a lease\nagreement for a 3000-square foot of office space with Metro Creekside California, LLC. Lease term is thirty-eight months beginning December\n1, 2023 and expiring on January 31, 2027. On October 16 of 2023, we signed a sublease agreement to relocate the HRS operations from Costa\nMesa to Irvine, California for one year and 7 months commencing December 1, 2023 and ending June 30, 2025. We also signed a temporary\nstorage lease and Due to the short termination clause, we are treating this as a month-to-month lease.\n\n \n\nOn\nJanuary 30, 2024, JHJ entered into a lease for the office in Chengdu City (“Chengdu lease”), China from January 30, 2024\nto 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\n$10,727). The Company received a one-month rent abatement, which was considered in calculating the present value of the lease payments\nto determine the ROU asset which is being amortized over the term of the lease.\n\n \n\nThe\ncomponents of lease costs, lease term and discount rate with respect of these two leases with an initial term of more than 12 months\nare as the following:\n\n \n\nBalance\nsheet information related to the Company’s operating leases:\n\nSCHEDULE\nOF OPERATING LEASE COST \n\n \n \n\n**As of**\n\n**December 31, 2024**\n\n  \n\n**As of**\n\n**December 31,**\n\n**2023**\n \n\nRight-of-used assets\n \n \n166,727\n  \n$245,975 \n\nLease liabilities – current\n \n \n130,483\n  \n$117,606 \n\nLease liabilities – non-current\n \n \n38,125\n  \n 128,480 \n\nTotal lease liabilities\n \n \n168,608\n  \n$246,086 \n\n \n\nThe\nweighted-average remaining lease term and the weighted-average discount rate of the above two leases are as follows:\n\n \n\n  \n\n**Year Ended**\n\n**December 31, 2024**\n \n\n  \n  \n\nWeighted average remaining lease term (years) \n 1.32 \n\nWeighted average discount rate \n 4.5-10.0%\n\n \n\nThe\nfollowing is a schedule, by year of lease payment for above two leases as of December 31, 2024:\n\nSCHEDULE OF LEASE PAYMENT \n\nFor the 12 months ending \nLease Payment \n\n  \n  \n\nDecember 31, 2025 \n 134,553 \n\n2026 \n 40,642 \n\n2027 \n 3,511 \n\nTotal undiscounted cash flows \n 178,706 \n\nImputed Interest \n (10,098)\n\nPresent value of lease liabilities \n$168,608 \n\n \n\nOur\nlease expense ASC 842 lease for the years ended December 31, 2024 and 2023 was $175,700\nand $11,392\nrespectively. Our short-term lease for the years ended December 31, 2024 and 2023 was\n$74,567 and $298,612.\n\n \n\n**Severance\nBenefits**\n\n \n\nMr.\nMahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have been entitled\nto receive through the remainder or the Employment Period or One (1) year, whichever is greater.\n\n \n\n75\n\n \n\n \n\n**NOTE\n12 – CAPITAL STOCK TRANSACTIONS**\n\n \n\nOn\nJanuary 6, 2023, our board of directors and majority shareholders approved a 1-for-40 reverse stock split. Effective upon the filing\nof our Certificate of Amendment of Articles of Incorporation with the Secretary of State of the State of Nevada, the shares of the\nCorporation’s Common Stock issued and outstanding immediately prior to the Effective Time of January 6, 2023, were\nautomatically reclassified as and combined into shares\nof Common Stock such that each (40) shares of Old Common Stock shall be reclassified as and combined into one (1) share of New\nCommon Stock. All per share references to common stock have been retroactively represented throughout the\nfinancials.\n\n \n\nOn\nSeptember 26, 2025, the Company filed a Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209 with the Secretary of\nState of the State of Nevada effecting a 1-for-15\nreverse stock split of the Company’s issued and outstanding\ncommon stock, with a corresponding reduction in authorized common stock from 2,000,000,000\nshares to 133,333,333\nshares. The Reverse Stock Split became effective in the market\nat the opening of trading on the Nasdaq Capital Market on October 6, 2025. The par value per share of $0.001\nwas not affected, and the number of authorized shares of preferred\nstock was not affected. All share and per-share information presented in this Note relating to periods on or after January 6, 2023 has\nbeen retroactively adjusted to reflect the Reverse Stock Split.\n\n \n\n**Common\nStock Transactions**\n\n \n\nOn\nJanuary 19, 2023, the Company entered into a Securities Purchase Agreement and a warrant agreement with Mast Hill pursuant to which the\nCompany issued to Mast Hill the Company issued Mast Hill a 5\nfive-year warrant to purchase 3,896 shares of common stock\nin connections with the transactions.\n\n \n\nOn\nJanuary 27, 2023 we issued 250 shares of our common stock due to rounding post the reverse stock split.\n\n \n\nOn\nMarch 23, 2023 we sold 65,000 shares of our common stock in an underwritten offering to R.F. Lafferty & CO and\nPhillip US. The initial public offering price per share is $60.00 per share. Net proceeds from\nthis offering was $3,094,552.\n\n \n\nIn\nthe second quarter of 2023, the Company issued 2,667\n****shares to a consultant at fair value of $72,000.\n\n \n\nOn\nMarch 8, 2023 the Company entered into a Securities Purchase Agreement and a warrant agreement with Mast Hill, L.P. (Mast Hill”)\npursuant to which the Company issued to Mast Hill the Company issued Mast Hill a five-year warrant to purchase 24,467 shares of common\nstock in connections with the transactions.\n\n \n\nOn\nApril 18, 2023 Mast Hill exercised the right to purchase 6,250 of the shares of Common Stock (“Warrant Shares”) of Clean\nEnergy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on September 16, 2022. The\nexercise price is $24.00. The total purchase price was $150,000.\n\n \n\nOn\nMay 10, 2023 Mast Hill exercised the right to purchase 3,896\nof the Warrant Shares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant Shares issued on January 19,\n2023. The exercise price is $24.00 per share. The total purchase price was $93,501.\n\n \n\n76\n\n \n\n \n\nOn\nJune 14, 2023 Mast Hill exercised the right to purchase 2,563\nof the Warrant Shares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on December 26, 2022. The\nexercise price is $24.00 per\nshare. The total purchase price was $61,501.\n\n \n\nOn\nJune 23, 2023 Mast Hill exercised the right to purchase 1,979 of the Warrant Shares of Clean\nEnergy Technologies, Inc., because of the Common Stock Purchase Warrant issued on November 21, 2022. The\nexercise price is $24.00 per share. The total purchase price was $47,501.\n\n \n\nOn\nSeptember 12, 2023 Mast Hill exercised the right to purchase 1,979\n**shares** of the shares of Warrant\nShares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on November 21, 2022. The exercise price\nis $24\nper share. The total purchase price was $47,501.\n\n \n\nOn\nSeptember 13, 2023 Mast Hill exercised the right to purchase 12,233 **shares** of the shares of Warrant Shares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant\nissued on March 08, 2022. The exercise price is $24\nper share. The total purchase price was $293,600.\n\n \n\nOn\nOctober 27, 2023 Mast Hill exercised the right to purchase 12,233 **shares** of Warrant Shares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on March\n08, 2022. The exercise price is $24\nper share. The total purchase price was $293,600.\n\n \n\nOn\nJanuary 3, 2024, the Company entered into a securities purchase agreement with FirstFire, As a condition to the sale of the Note, the\nCompany issued to the Buyer 667\n**shares** of Common Stock.\n\n \n\nOn\nFebruary 2, 2024, the Company entered into a securities purchase agreement (the “Agreement”) with Coventry Enterprises LLC,\na Delaware limited liability company (the “Buyer”). As a condition to the sale of the Note, the Company issued to the Buyer\n1,333\n**shares** of Common Stock.\n\n \n\nOn\nFebruary 24, 2024, the Company entered into a consulting agreement with Hudson Global Ventures, LLC. As a condition to the agreement,\nthe Company issued 1,000\n**shares** of Common Stock to the consultant.\n\n \n\nOn\nMarch 4, 2024, the Company entered into a securities purchase agreement with FirstFire. As a condition to the sale of the Note, the Company\nissued to the Buyer 1,333\n**shares** of Common Stock.\n\n \n\nOn\nMarch 15, 2024, the Company and certain Subscribers\nentered into a subscription agreement pursuant to which the Company agreed to sell up to 133,333 units to the Subscribers for an aggregate purchase price of $900,000, or $6.75 per Unit, with each unit consisting\nof one share of common stock, par value $.001 per share and a warrant to\npurchase one share of common stock. The Warrant is exercisable at exercise price of $24 per share, expiring one year from the date\nof issuance.\n\n \n\nOn\nJune 18, 2024, the Company and certain Subscribers\nentered into a subscription agreement pursuant to which the Company agreed to sell approximately 80,222 units to the Subscribers for an aggregate purchase price of $1,083,000, or $13.50 per Unit, with each\nunit consisting of one share of common stock, par value $0.001 per share and a warrant\nto purchase one share of Common Stock. The Warrant is exercisable at the price of $2.00 per share, expiring one year from the date of\nissuance.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 167,706\n**shares** of common stock for conversion\nof 1,443\nSeries E Preferred share and zero\nof common stock for conversion of zero Series E Preferred share.\n\n \n\nOn\nSeptember 2, 2024, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”)\nwith Coventry Enterprises LLC, a Delaware limited liability company (the “Buyer”). As a condition to the sale of the Note,\nthe Company issued to the Buyer 1,000\n**shares** (the “Commitment Shares”)\nof Common Stock.\n\n \n\nOn\nOctober 20, 2024, Clean Energy Technologies, Inc., a Nevada corporation, (the “Company”) and certain individual investors\n(“Subscribers”) entered into a subscription agreement pursuant to which the Company agreed to sell approximately 160,156\nunits (each a “Unit” and together the “Units”) to the Subscribers for an aggregate purchase price of $10,677,\nor $9.60 per Unit, with each unit consisting of one share of common stock, par value $0.001 per share the Common Stock.\n\n \n\n77\n\n \n\n \n\nOn\nNovember 8, 2024, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement with Coventry\nEnterprises LLC, a Delaware limited liability company (the “Buyer”). As a condition to the sale of the Note, the Company\nissued to the Buyer 2,667\n**shares** (the “Commitment Shares”)\nof Common Stock.\n\n \n\nOn\nNovember 18, 2024, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”)\nwith Mast Hill Fund LP, a Delaware limited liability company (the “Buyer”). As a condition to the sale of the Note, the Company\nissued to the Buyer 3,333\n(pre-reverse split) shares (the “Commitment Shares”)\nof Common Stock.\n\n \n\nOn\nNovember 29, 2024, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”)\nwith Lucas Ventures, LLC, a Delaware limited liability company (the “Buyer”). As a condition to the sale of the Note, the\nCompany issued to the Buyer 2,667 **shares** (the “Commitment Shares”) of Common Stock.\n\n \n\nOn\nDecember 23, 2024, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”)\nwith Coventry Enterprises LLC, a Delaware limited liability company (the “Buyer”). As a condition to the sale of the Note,\nthe Company issued to the Buyer 3,333 **(pre-reverse split) shares** (the “Commitment Shares”) of Common Stock.\n\n \n\n**Common\nStock**\n\n \n\nOur\nArticles of Incorporation authorize us to issue 133,333,333\n****shares of common stock, par value $0.001\nper share. As of December 31, 2024, there were 3,022,103\nshares of common stock outstanding. All outstanding shares\nof common stock are, and the common stock to be issued will be fully paid and non-assessable. Each\nshare of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote\nupon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are\nno cumulative voting rights.\n\n \n\nThe\nholders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare\nfrom time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences\nof any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share\nratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our\nobligations to holders of our outstanding preferred stock.\n\n \n\n**Preferred\nStock**\n\n \n\nOur\nArticles of Incorporation authorize us to issue 20,000,000\n****shares of preferred stock, par value $0.001\nper share. The 1-for-15 reverse stock split effective October 6, 2025 did not affect the authorized or outstanding shares of\npreferred stock Our Board of Directors has the authority to issue\nadditional shares of preferred stock in one or more series, and fix for each series, the designation of and number of shares to be included\nin each such series. Our Board of Directors is also authorized to set the powers, privileges, preferences, and relative participating,\noptional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions of the shares\nof each such series.\n\n \n\nUnless\nour Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the payment\nof dividends and to the distribution of assets upon liquidation. Any issuance by us of shares of our preferred stock may have the effect\nof delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal. The issuance of preferred stock\nalso could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect\nthe rights and powers, including voting rights, of the holders of common stock.\n\n \n\nWe\npreviously authorized 440 shares of Series A Convertible Preferred Stock, 20,000 shares of Series B Convertible Preferred Stock, and\n15,000 shares Series C Convertible Preferred Stock. As of August 20, 2006, all series A, B, and C preferred had been converted into common\nstock.\n\n \n\nEffective\nAugust 7, 2013, our Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000 shares.\nOur 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\nover the course of six months. We received an aggregate of $750,000 in financing in subscription for Series D Preferred Stock, or 7,500\nshares.\n\n \n\n78\n\n \n\n \n\nThe\nfollowing are primary terms of the Series D Preferred Stock. The Series D Preferred holders were initially entitled to be paid a special\nmonthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends\nin the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from\nthe end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of\nan additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or\ndistributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may\nelect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one-year (1) year holding period, by sending\nthe Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3)\nlowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock\nis redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing\nany time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but\nunpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series\nD Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption\nperiod. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company\nand the investors have engaged in ongoing negotiations to determine an appropriate extension period. The Company may elect to redeem\nthe Series D Preferred Stock any time at a price equal to initial purchase price plus all accrued but unpaid dividends, subject to the\ninvestors’ right to convert, by providing written notice about its intent to redeem. Each investor has the right to convert the\nSeries D Preferred Stock at least ten (10) days prior to such redemption by the Company. As of the date of this filing there are no preferred\nD outstanding.\n\n \n\nOn\nOctober 31, 2023, Clean Energy Technologies, Inc. (the “Company”) filed with the Nevada Secretary of State a certificate\nof designation designating 3,500,000 shares of the undesignated and authorized preferred stock of the Company, par value $0.001 per share,\nas the 15% Series E Convertible Preferred Stock (the “Series E Preferred Stock”) and setting forth the rights, preferences\nand limitations of such Series E Preferred Stock.\n\n \n\nThe\nSeries E Preferred Stock has a stated value of $1.00 (the “Stated Value”) per share. Each holder of the Series E Preferred\nStock 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\nE Preferred Stock is convertible at the option of the holder thereof into such number of common stocks of the Company, as is determined\nby dividing the Stated Value per share plus accrued and unpaid dividends thereon by the conversion price of 80% of the lowest VWAP over\nthe last 5 trading days, subject to a 4.99% beneficial ownership limitation. Each holder of Series E Preferred Stock also enjoys certain\nvoting rights and preferences upon liquidation.\n\n \n\nOn\nNovember 8, 2023, the Company entered into an exchange agreement\nwith Mast Hill, pursuant to which the Company agreed to issue to\nthe Holder 2,199,387 shares of the newly designated 15% Series E Convertible Preferred Stock of the Company, par value $0.001 per share\n(the “Series E Preferred Stock”), in exchange for the outstanding balances and accrued interest of $1,955,122, as of November\n8, 2023, under the six promissory notes the Company issued to the Holder from November 2022 to July 2023. Based on the analysis performed\nby 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,\nthe company has recorded a loss of $1,255,084.\n\n \n\nThe\nCompany has designated the rights of the Holder with respect to its shares of Series E Preferred Stocks pursuant to that certain Certificate\nof Designations, Preferences, and Rights of Series E Convertible Preferred Stock (the “Certificate of Designation”). Additionally,\n$47,904 of dividend has been accrued but not paid as of December 31, 2023.\n\n \n\n**Warrants**\n\n \n\n****\n\n****\n\nAll share and per-share information presented below has been retroactively adjusted to reflect the 1-for-15 reverse\nstock split of the Company’s common stock effected on October 6, 2025, in conformity with the presentation in the consolidated financial\nstatements (see Note 2).\n\n \n\n**A\nsummary of warrant activity for the periods is as follows:**\n\n \n\nOn\nMay 6, 2022, we issued 15,625\n**** warrant shares in connection with\nthe issuance of the promissory note in the principal amount of $750,000.00\nto Mast Hill Fund at the exercise price per share of 24.\nHowever, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after\nthe Issuance Date, then the Exercise Price shall equal 120%\nof the offering price per share of Common Stock. On December 28, 2022, Mast Hill exercised the\nwarrant in full on a cashless basis to purchase 6,696\nshares of Common Stock.\n\n \n\nOn\nAugust 5, 2022, we issued 2,894 **** warrant shares in connection with the issuance of the promissory note in the principal amount of $138,889\nto Jefferson Street at the exercise price per share of 24.\nHowever, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days\nafter the Issuance Date, then the Exercise Price shall equal 120%\nof the offering price per share of Common Stock.\n\n \n\nOn\nAugust 17, 2022, we issued 3,125\nwarrant shares in connection with the issuance of the promissory note in the principal amount of $150,000\nto First Fire at the exercise price per share of 24.\nHowever, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after\nthe Issuance Date, then the Exercise Price shall equal 120%\nof the offering price per share of Common Stock. On March 1, 2023 First Fire exercised the warrant in full on a cashless basis to purchase\n2,208\n****shares of common stock.\n\n \n\n79\n\n \n\n \n\nOn\nSeptember 1, 2022, we issued 2,894\n**** warrant shares in connection with\nthe issuance of the promissory note in the principal amount of $138,889\nto Pacific Pier at the exercise price per share of 24.\nHowever, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after\nthe Issuance Date, then the Exercise Price shall equal 120%\nof the offering price per share of Common Stock. On March 1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase\n2,074\n**** shares of common stock. On March\n1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase 2,074\n**** shares of common stock.\n\n \n\nOn\nSeptember 16, 2022, we issued 6,250\n**** warrant shares in connection with\nthe issuance of the promissory note in the principal amount of $300,000\nto Mast Hill Fund at the exercise price per share of 24.\nHowever, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after\nthe Issuance Date, then the Exercise Price shall equal 120%\nof the offering price per share of Common Stock. On April 18, 2023 Mast Hill exercised the warrant in full at the exercise price per\nshare of $24.\n\n \n\nOn\nNovember 10, 2022 we issued 1,979\n**** warrant shares in connection with\nthe issuance of the promissory note in the principal amount of $300,000\nto Mast Hill Fund at the exercise price per share of 24.\nHowever, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after\nthe Issuance Date, then the Exercise Price shall equal 120%\nof the offering price per share of Common Stock. On June 23, 2023 Mast Hill exercised the warrant in full at the exercise price per share\nof $24.\n\n \n\nOn\nNovember 21, 2022 we issued 1,979\n**** warrant shares in connection with\nthe issuance of the promissory note in the principal amount of $95,000\nto Mast Hill Fund at the exercise price per share of 24.\nHowever, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after\nthe Issuance Date, then the Exercise Price shall equal 120%\nof the offering price per share of Common Stock. On September 12, 2023 Mast Hill exercised the warrant in full at the exercise price\nper share of $1.60.\n\n \n\nOn\nDecember 26, 2022, we issued 2,562\n**** warrant shares in connection with\nthe issuance of the promissory note in the principal amount of $123,000\nto Mast Hill Fund at the exercise price per share of 24.\nHowever, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after\nthe Issuance Date, then the Exercise Price shall equal 120%\nof the offering price per share of Common Stock. On June 14, 2023 Mast Hill exercised the warrant in full at the exercise price per share\nof $24.\n\n \n\nOn\nJanuary 19, 2023 we issued 3,896\n**** warrant shares in connection with\nthe issuance of the promissory note in the principal amount of $187,000\nto Mast Hill Fund at the exercise price per share of $24.\nHowever, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after\nthe Issuance Date, then the Exercise Price shall equal 120%\nof the offering price per share of Common Stock. On May 19, 2023 Mast Hill exercised the warrant in full at the exercise price per share\nof $24.\n\n \n\n80\n\n \n\n \n\nOn\nFebruary 13, 2023 we issued 1,780\n**** warrant shares to J.H. Darbie &\nCo., Inc. according to finder agreement we entered into date April 2022 at the exercise price of $225.00.\n\n \n\nOn\nMarch 8, 2023 we issued 24,467\n**** warrant shares in connection with\nthe issuance of the promissory note in the principal amount of $734,000\nto Mast Hill Fund at the exercise price per share of $24.\nHowever, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after\nthe Issuance Date, then the Exercise Price shall equal 120%\nof the offering price per share of Common Stock. On September 13, 2023 Mast Hill exercised 12,233\nshares of the warrant at the exercise price per share of $24.\n\n \n\nOn\nMarch 2023, the company issued Craft Capital Management, L.L.C. and R.F. Lafferty & Co. Inc. a 5-year\nwarrant (the “Underwriter Warrants”) to purchase 1,950\n**shares** of common stock in conjunction\nwith a public offering (the “Underwriting Offering”) pursuant to a registration statement on Form S-1.\n\n \n\nOn\nOctober 25, 2023 Mast Hill exercised the right to purchase 12,233\n**** of the shares of Common Stock (“Warrant\nShares”) of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on\nMarch 08, 2023. The exercise price is $24\nper share. The total purchase price was $293,600.\n\n \n\nOn\nMarch 15, 2024, we issued 133,333\n**** warrant shares in connection with\nthe issuance of subscription agreement in the amount of 900,000\nat the warrant exercise price of per share of $15.00.\n\n \n\nOn\nJune 18, 2024, we issued 80,222\n**** warrant shares in connection with\nthe issuance of subscription agreement in the amount of 1,083,000\nat the warrant exercise price of per share of $24.\n\n \n\nOn\nDecember 5, 2024, we issued 33,333\nwarrant shares to Mast Hill Fund in connection with the issuance of equity line of credit agreement at the warrant exercise price of\nper share of $30.00.\n\nSCHEDULE OF WARRANT ACTIVITY \n\n  \nWarrants - Common Share Equivalents  \nWeighted Average Exercise price  \nWeighted Average Contract life (years)  \nAggregate Intrinsic Value \n\nOutstanding December 31, 2023 \n 6,624  \n$45.00  \n 3.74  \n     - \n\nExpired \n -  \n -  \n -  \n - \n\nAdditions \n 133,333  \n 15.00  \n 0.25  \n - \n\nAdditions \n 80,222  \n 24.00  \n 0.50  \n - \n\nAdditions \n 33,333  \n 30.00  \n 2.00  \n - \n\nExercised \n -  \n -  \n -  \n - \n\nOutstanding December 31, 2024 \n 253,512  \n 25.35  \n 0.58  \n - \n\n \n\n81\n\n \n\n \n\n**Stock\nOptions**\n\n \n\nWe\ncurrently have no outstanding stock options\n\n \n\n**NOTE\n13 – RELATED PARTY TRANSACTIONS**\n\n \n\nOn\nMay 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\nthe development of a pyrolysis plant established to convert wood feedstock into electricity and BioChar by using high temperature ablative\nfast pyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The VRG is in Lyndon, Vermont. Based upon the terms\nof the members’ agreement, CETY Capital LLC owns a 49% interest and SBC owns a 51% interest in VRG.\n\n \n\nOn June 2, 2023, CETY Renewables executed a turnkey agreement with VRG\nfor the design, construction, and delivery of an organics-to-energy plant. As a result of this agreement, CETY invoiced VRG $801,086 in\n2023 and $110,517 in 2024, which have been recorded as related party revenue in the respective periods.\n\n \n\nCETY Renewables currently has $1,556,531 accounts receivable from Vermont Renewable Gas.\n\n \n\nOn\nJune 21, 2024, VRG, a Vermont limited liability company in which the Company retains 49% equity\ninterest, entered into a loan agreement with FPM Development LLC, a Nevada limited liability company,\nand Evergreen Credit Facility I LLP, a Nevada limited liability partnership (collectively, the “Lenders”), pursuant to which\nthe Lenders agreed to loan to VRG the principal amount of $12 million, to be disbursed in tranches based on agreed-upon milestones, for\nthe construction of a waste-to-biogas generation facility. The term of the loan is two (2) years from the date of the first disbursement\nand 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\n12-month Secured Overnight Financing Rate (SOFR) as published by the Federal Reserve Bank of New York plus 4.75% per annum. Under the\nLoan Agreement, the $12 million loan shall be secured by (i) two contracts of VRG and (ii) a corporate guarantee provided by the Company\n(the “Corporate Guarantee”) pursuant to which the Company agreed to absolutely and unconditionally guarantees, on a continuing\nbasis, to the Lenders the prompt payment to the Lenders when due at maturity all of VRG’s liabilities and obligations under the\nLoan Agreement. Under the Loan Agreement, the Lenders may also convert up to 30% of the amount of loan disbursed into shares of common\nstock of the Company, at the exercise price of 15% discounted value of the then-current share price of the common stock of the Company.\nAMEC Business Advisory Pte. Ltd., a company incorporated in Singapore (the “AMEC”) may assume or acquire up to 50% of the\ntotal loan amount under the Loan Agreement and seeks the option to convert an extra 10% of the amount of loan disbursed, in addition\nto a pro-rata portion of the 30% conversion right.\n\n \n\nThe\nLender is currently in default and has been served notice of default. The Lender has failed to disburse the first and second Tranche\nas outlined in the Milestone Schedule of the Agreement. While the Lender has communicated that they are working to cure this default,\nthe company retains the right to amend the agreement once the cure is completed.\n\n \n\n**NOTE\n14 - WARRANTY LIABILITY**\n\n \n\nFor\nthe year ended December 31, 2024 and 2023 there was no change in our warranty liability. We estimate our warranty liability based on\npast experiences and estimated replacement cost of material and labor to replace the critical turbine in the units that are still under\nwarranty. The outstanding balance as of December 31, 2024, and 2023 was $100,000.\n\n \n\n**NOTE\n15 – NON-CONTROLLING INTEREST**\n\n \n\nOn\nJune 24, 2021 the Company formed CETY Capital LLC a wholly owned subsidiary of CETY. In addition, on or about the same time the\ncompany established CETY Renewables Ashfield LLC (“CRA”) a wholly owned subsidiary of Ashfield Renewables Ag Development\nLLC(“ARA”) with our partner, Ashfield AG (“AG”). The purpose of the joint venture was the development of a\npyrolysis plant established to convert woody feedstock into electricity and BioChar by using high temperature ablative fast\npyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The CRA was located in Ashfield, Massachusetts.\nBased upon the terms of the members’ agreement, the CETY Capital LLC owned 75%\ninterest and AG owns a 25%\ninterest in Ashfield Renewables Ag Development LLC. The agreement with CETY Renewables Ashfield was terminated on or about August\n29, 2022, and CETY Renewable Ashfield was dissolved.\n\n \n\n82\n\n \n\n \n\nThe\nconsolidated 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.\n\n \n\nOn\nApril 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\nthe development of a pyrolysis plant established to convert wood feedstock into electricity and BioChar by using high temperature ablative\nfast pyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The VRG is in Lyndon, Vermont. Based upon the terms\nof the members’ agreement, CETY Capital LLC owns a 49% interest and SBC owns a 51% interest in Vermont Renewable Gas LLC.\n\n \n\nThe\nCompany analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a Variable Interest Entity\n(“VIE”). The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as\na VIE. The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient\nequity to operate without financial support from both parties. According to ASC 810-25-38, a reporting entity shall consolidate a VIE\nwhen that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling\nfinancial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates\na VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 49/51 and the\nagreement provides for a Management Committee of 3 members. Two of the three members are from Synergy Bioproducts Corporation, and one\nis from CETY. Both parties do not have substantial capital at risk and CETY does not have voting interest. However, SBC has controlling\ninterest and more board votes therefore SBC is the beneficiary of the VIE and as a result we record it as an equity investment. Accordingly,\nthe Company has elected to account for the joint venture as an equity method investment in accordance with ASC 323 Investments –\nEquity Method and Joint Ventures. This decision is a result of the company’s evaluation of its involvement with potential variable\ninterest entities and their respective risk and reward scenarios, which collectively affirm that the conditions necessitating the application\nof the variable interest model are not present.\n\n \n\nIn\nJuly 2022 JHJ and other three shareholders agreed to form and make total capital contribution of RMB 20 million ($2.81 million) with\nlatest contribution due date in February 2066 into Sichuan Hongzuo Shuya Energy Limited (“Shuya”), JHJ owns 20% of Shuya.\nIn August 2022 JHJ purchased 100% ownership of Sichuan Shunengwei Energy Technology Limited (“SSET”) for $0, who owns 29%\nof Shuya; Shunengwei is a holding company and did not have any operations nor made any capital contribution into Shuya as of the ownership\npurchase date by JHJ; right after the ownership purchase of SSET, JHJ ultimately owns 49% of Shuya. As a result of Consistent Action\nAgreement entered on December 31, 2022 the Company re-analyzed and determined that Shuya is the variable interest entity (“VIE”)\nof JHJ, and the Company consolidates Shuya into its consolidated financial statements effective on January 1, 2023. The non-controlling\ninterest of Shuya represents the 41% equity ownership that is owned by Leishen, and 10% equity ownership owned by another shareholder.\n\n \n\nOn\nJanuary 1, 2024 and effective on the same date., JHJ, SSET and Xiangyueheng entered into the Agreement on the Termination of the Concerted\nAction Agreement (the “Termination Agreement”), pursuant to which the parties release each other from any and all obligations\nunder the CAA. Due to the Termination Agreement, the Company now holds less than 50% of the voting rights in Shuya. The Company has determined\nthat Shuya no longer constitutes a VIE and the Company will not consolidate Shuya into its consolidated financial statements on or after\nJanuary 1, 2024.\n\n \n\n83\n\n \n\n \n\n**NOTE\n16 – DECONSOLIDATION OF SUBSIDIARY**\n\n \n\nOn\nJanuary 1, 2024 and effective on the same date., JHJ, SSET and Xiangyueheng entered into the Agreement on the Termination of the Concerted\nAction Agreement (the “Termination Agreement”), pursuant to which the parties release each other from any and all obligations\nunder the CAA. Due to the Termination Agreement, the Company now holds less than 50% of the voting rights in Shuya. The Company has determined\nthat Shuya no longer constitutes a VIE and the Company will not consolidate Shuya into its consolidated financial statements on or after\nJanuary 1, 2024. Accordingly, starting January 1, 2024, the Company deconsolidated Shuya. Under ASC 810-10-40-5, deconsolidation\nof a VIE generally results in recognition of a gain or loss in the income statement. In addition, any retained equity interest or investment\nin the former subsidiary is measured at fair value as of the date of deconsolidation. The consideration for deconsolidating Shuya\nis $0, the Company used the discounted cash flow method to evaluate the fair value of Shuya and determined that the fair\nvalue of the retained equity interest and noncontrolling interest was lower than their carrying amounts. As a result, the Company recognized\na loss from the deconsolidation of Shuya.\n\n \n\nThe\nCompany recalculated the fair value of Shuya as of January 1, 2024 using the income approach at $360,560 and recorded a loss of $125,148\nfrom deconsolidation of Shuya for the twelve months ended December 31, 2024.\n\n \n\nThe\nfollowing table summarizes the carrying value of the assets and liabilities of Shuya at December 31, 2023.\n\nSCHEDULE\nOF CARRYING VALUE OF ASSETS AND LIABILITIES AND RESULTS OF OPERATIONS TO DISCONTINUED OPERATIONS \n\n  \n   \n\nCash \n$85,226 \n\nAccounts receivable \n 164,744 \n\nAdvance to supplier-prepayment \n 317,557 \n\nAdvance to supplier-related party \n 466,914 \n\nDue from related party \n 752,066 \n\nInventory \n 308,481 \n\nTotal current assets \n 2,094,988 \n\nFixed assets, net \n 74,158 \n\nIntangible assets, net \n 12,914 \n\nRight of use assets \n 207,995 \n\nTotal non-current assets \n 295,067 \n\nTotal assets \n 2,390,055 \n\n  \n   \n\nAccounts payable \n$41,503 \n\nAccounts payable-related party \n 315,361 \n\nTax payable \n 13,225 \n\nDue to related party-existing companies \n 103,939 \n\nCustomer deposits \n 45,074 \n\nAccrued expense \n 135,087 \n\nFacility lease liability-current \n 229,201 \n\nTotal current liabilities \n 883,390 \n\nFacility lease liability-long term \n 81,506 \n\n  \n   \n\nTotal liabilities \n 964,896 \n\n \n\n84\n\n \n\n \n\nThe\nfollowing table shows the results of operations relating to discontinued operations Shuya for the years ended December 31, 2023, respectively.\n\n \n\n  \n2023 \n\n  \n\n**TWELVE MONTHS ENDED**\n\n**DECEMBER 31,**\n\n**No discontinued operations included**\n \n\n  \n2023 \n\n  \n  \n\nRevenues \n$8,419,619 \n\nCost of goods sold \n 7,790,200 \n\n  \n   \n\nGross profit \n 629,419 \n\n  \n   \n\nOperating expenses \n   \n\nSelling \n 352,954 \n\nGeneral and administrative \n 5,889 \n\n  \n   \n\nTotal operating expenses \n 358,843 \n\n  \n   \n\nIncome from operations \n 270,576 \n\n  \n   \n\nOther income \n 2,501 \n\n  \n   \n\nIncome before income tax \n 273,077 \n\n  \n   \n\nIncome tax \n 22,173 \n\n  \n   \n\nIncome before noncontrolling interest \n 250,904 \n\n  \n   \n\nLess: income attributable to noncontrolling interest \n 127,961 \n\n  \n   \n\nNet gain to the Company \n$122,943 \n\n \n\n**NOTE\n17 – INCOME TAX**\n\n \n\nCETY\nEurope\n\n \n\nCETY\nEurope is one of the Company’s subsidiaries in Italy, and is subject to 24% corporate income tax rate.\n\n \n\nHong\nKong\n\n \n\nCETY\nHK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial\nstatements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD 2\nmillion of assessable profits is 8.25%\nand assessable profits above HKD $2\nmillion will continue to be subject to the rate of 16.5%\nfor corporations in Hong Kong, effective from the year of assessment 2023/2024.\n\n \n\nCETY\nHK did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since\ninception.\n\n \n\nPRC\n\n \n\nUnder\nthe Enterprise Income Tax (“EIT”) Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”)\nare usually subject to a unified 25% EIT rate while preferential tax rates, tax holidays, and even tax exemption may be granted on case-by-case\nbasis. From January 1, 2022 to December 31, 2024, small and low-profit enterprises with annual taxable income exceeding RMB 1 million\nbut not more than RMB 3 million, the actual income to be taxed will be at 25% of annual taxable income, and the corporate income tax\nis paid at the rate of 20%.\n\n \n\nThe\ncurrent PRC EIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises to their immediate\nholding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between the PRC\nand the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements\nspecified by the PRC tax authorities, for example, will be subject to a 5% withholding tax rate. There were no provisions for income\ntax for CETY HK.\n\n \n\n85\n\n \n\n \n\nThe provision for income tax consisted of the following:\n\n \n\nSCHEDULE OF PROVISION FOR INCOME TAX\n\n  \n2024  \n2023 \n\n  \nFor the year ended December 31, \n\n  \n2024  \n2023 \n\nCurrent income tax expense \n$-  \n$22,173 \n\nDeferred income tax expense \n -  \n   \n\nTotal income tax expense \n$-  \n$22,173 \n\n \n\nThe\nfollowing table reconciles the statutory tax rate to the Company’s effective tax rate:\n\nSCHEDULE OF RECONCILIATION OF\nSTATUTORY TAX RATE \n\n  \n\n2024\n \n \n \n2023\n \n\n  \nFor the year\nended December 31,\n \n\n  \n\n2024\n \n \n \n2023\n \n\nFederal statutory tax expense (benefit) \n (21.00)%\n \n \n\n(21.00\n\n)%\n\nState Statutory \n (5.82)%\n \n \n\n(6.80\n\n)%\n\nTax rate difference \n 2.54%\n \n \n\n0.10\n\n%\n\nPermanent difference \n 0.13%\n \n \n\n0.20\n\n%\n\nChange in valuation allowance \n 24.15%\n \n \n\n27.90\n\n%\n\nEffective tax rate \n 0.00%\n \n \n\n0.40\n\n%\n\n \n\nThe\ncomponents of deferred tax assets (liabilities) are as follows:\n\nSCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES \n\n  \n\n2024\n(Restated)\n \n \n \n2023 (Restated)\n \n\n  \nAs of December 31,\n \n\n  \n\n2024\n(Restated)\n \n \n \n2023 (Restated)\n \n\nDeferred tax: \n   \n \n \n \n \n\nAllowance for doubtful accounts \n- \n \n \n-\n \n\nNet operating loss (“NOL”) carrying forwards \n 8,462,315 \n \n \n7,154,235\n \n\nOperating lease liabilities, net of right of use assets \n 2,014 \n \n \n\n-\n\n \n\nWarrant liabilities \n \n21,866 \n \n \n \n\n-\n\n \n\nTotal deferred tax assets, net \n \n8,486,195\n \n \n \n\n7,154,235\n\n \n\nLess: valuation allowance \n (8,452,200)\n \n \n\n(7,149,841\n\n)\n\nTotal deferred tax assets, net \n$33,995 \n \n$\n\n4,394\n\n \n\n  \n   \n \n \n \n \n\nDeferred tax liability: \n\n \n \n \n \n \n\nLicense and Patents \n$33,995 \n \n$\n\n-\n\n \n\nOperating lease liabilities, net of right of use assets \n   \n \n \n\n4,394\n\n \n\nDeferred tax liability, net of deferred tax assets \n$-\n\n \n \n$\n\n-\n\n \n\n \n\nThe Company evaluates its valuation\nallowance requirements at the end of each reporting period by reviewing all available evidence, both positive and negative, and\nconsidering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in\nmanagement’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is\ngenerally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary\ndifference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carry forward\nperiod available under applicable tax law. As of December 31, 2024, the Company’s PRC operating entities had $0.78\nmillion net operating loss that can be carried forward to offset future taxable income for five years from the year the loss is\nincurred; the Company’s US parent had $34.21\nmillion net operating loss that can be carried forward, for federal income tax purposes, NOLs arising in tax years beginning after\n2017 may only reduce 80% of a taxpayer’s taxable income and may be carried forward indefinitely; for California income tax\npurposes, the entire NOL of $13.67\nmillion can be carried forward up to 20 years; the Company’s Italy operating entity had $112,435\nnet operating loss that can be carried forward indefinitely to offset future taxable income, losses arising in the first three years\nof activity can be offset with 100% of taxable income, after that, tax losses can only be offset with taxable income for an amount\nnot exceeding 80% of the taxable income. As of December 31, 2024 due to uncertainties surrounding future utilization on these NOLs,\nthe Company recorded valuation allowance of $8.26\nmillion, respectively, against the deferred tax assets based upon management’s assessment as to their realization.\n\n \n\nAs\nof December 31, 2024 and 2023, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure\nin the financial statements. The Company recognizes interest and penalties related to significant uncertain income tax positions in other\nexpense if any; however, there were no such interest and penalties as of December 31, 2024 and 2023.\n\n \n\n**NOTE\n18 – THE STATUTORY RESERVES**\n\n \n\nThe\nCompany’s ability to pay dividends primarily depends on it receiving funds from its subsidiaries. PRC laws and regulations permit\npayments of dividends by the Company’s PRC subsidiaries only out of the subsidiary’s retained earnings, if any, as determined\nin accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared\nin accordance with US GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries.\n\n \n\nIn\naccordance with the PRC Regulations on Enterprises with Foreign Investment and their articles of association, a foreign-invested enterprise\n(“FIE”) established in the PRC is required to provide statutory reserves, which are appropriated from net profit as reported\nin the FIE’s PRC statutory accounts. An FIE is required to allocate at least 10% of its annual after-tax profit to the surplus\nreserve until such reserve reaches 50% of its respective registered capital based on the FIE’s PRC statutory accounts. Appropriations\nto other funds are at the discretion of the BOD for all FIEs. The aforementioned reserves can only be used for specific purposes and\nare not distributable as cash dividends. Additionally, shareholders of an FIE are required to contribute capital to satisfy the registered\ncapital requirement of the FIE. Until such contribution of capital is satisfied, the FIE is not allowed to repatriate profits to its\nshareholders, unless otherwise approved by the State Administration of Foreign Exchange.\n\n \n\n86\n\n \n\n \n\nAdditionally,\nin accordance with the Company Laws of the PRC, a domestic enterprise is required to provide surplus reserve at least 10% of its annual\nafter-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory\naccounts. A domestic enterprise is also required to have a discretionary surplus reserve, at the discretion of the BOD, from the profits\ndetermined in accordance with the enterprise’s PRC statutory accounts. Appropriation to such reserve by the Company is based on\nprofit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against\nany accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. The aforementioned\nreserves can only be used for specific purposes and are not distributable as cash dividends. Technology was established as domestic enterprises\nand therefore are subject to the above-mentioned restrictions on distributable profits.\n\n \n\nAs\na result of these PRC laws and regulations that require annual appropriations of 10% of after-tax income to be set aside prior to payment\nof dividends as general reserve fund, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their\nnet assets to the Company as a dividend.\n\n \n\nIn\naddition, according to Administrative Measures for the Collection and Utilization of Enterprise Work Safety Funds issued by the PRC Ministry\nof Finance and the State Administration of Work Safety, for the companies with dangerous goods production or storage, the company is\nrequired to make a special reserve for the use of enhancing and improving its safe production conditions. Under PRC GAAP, the reserve\nis recorded as selling expense; however, under US GAAP, since the expense has not been incurred and the Company will record cost of sales\nfor safety related expenses when it is actually happened or incurred, this special reserve was recorded as an appropriation of its after-tax\nincome. The reserve is calculated at a rate of 15% of total sales.\n\n \n\n**NOTE 19 – RESTATEMENT**\n\n \n\nDuring\nthe preparation of the Company’s financial statements for the fiscal year ended December 31, 2025, the Company determined that\nhistorical accounting errors existed related primarily to the classification, valuation, and collectability assessment of long-term receivables\nand contract assets, as well as the timing of revenue recognition and related interest income under U.S. GAAP. In accordance with Staff\nAccounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Period Misstatements when Quantifying\nMisstatements in Current Period Financial Statements, the Company evaluated the materiality of the errors from qualitative and quantitative\nperspectives, individually and in aggregate, and concluded that the impact of the errors was material to the Company’s consolidated\nfinancial statements as of and for the fiscal years ended December 31, 2024 and 2023. The Company has restated the financial statements\nfor those periods and presented the effects of the restatement adjustments to the financial statements below.\n\n \n\nThe restatement adjustments\nrelate to the following items: (i) the reclassification of certain long-term receivables to contract assets in the amount of $619,779,\nincluding adjustments associated with the timing and presentation of revenue recognition under ASC 606, (ii) receivables adjustments,\nincluding a write-off of approximately $360,000 and the reclassification of approximately $142,000 to customer deposits, (iii) another\nreceivables write-off of approximately $420,700 related to long-term financing receivables, (iv) a receivables allowance reversal of\napproximately $95,322, (v) a receivables present value (PV) adjustment of approximately $397,692, together with the recognition of inception-to-date\naccrued interest income of approximately $130,953, (vi) prior period adjustments whereby approximately $952,000 of the cumulative impact\nrelates to periods prior to January 1, 2023, which are reflected in the restated comparative-period financial statements and related\ndisclosures included herein. Management concluded that separate presentation of an opening January 1, 2023 balance sheet or stockholders’\nequity rollforward was not necessary as the effects of such adjustments are appropriately reflected in the accompanying restated financial\nstatements and disclosures and do not materially impact the understanding of the periods presented, and (vii) adjustment of deferred\noffering costs related to warrants of $127,494 and revaluation of fair value of warrant liabilities entered into in 2024 of $78,148.\n\n \n\nCertain of the revenue\nrecognition adjustments described above were reflected through the reclassification and valuation of contract assets and long-term receivables\nand therefore are not separately presented as standalone revenue line-item adjustments within the reconciliation tables below.\n\n \n\nFor\nthe year ended December 31, 2024, the restatement resulted in an increase of $53,153\nin accrued interest income associated with long-term financing receivables, the recognition of a $217,584\nwrite-off of long-term financing receivables and a decrease of $26,596 in change in fair value of warrant liability. For the year ended December 31, 2023, the restatement resulted in an increase of\n$48,595\nin accrued interest income associated with long-term financing receivables.\n\n \n\nSCHEDULE OF RESTATEMENT FOR THE FINANCIAL STATEMENTS \n\nThe\nfollowing table presents the effects of the restatement to the accompanying consolidated balance sheet at December 31, 2024:\n\n \n\n  \n    \n    \n   \n\n  \nAs Previously Reported  \nRestated  \nNet Adjustment \n\n  \n   \n   \n  \n\nAccounts receivable, net \n$131,067  \n$8,389  \n$(122,678)\n\nDeferred offering costs \n \n22,750\n  \n \n127,494\n  \n \n104,744 \n\n \n\nLong-term financing receivables-net \n 1,423,054  \n -  \n (1,423,054)\n\nContract assets \n -  \n 619,779  \n 619,779 \n\n  \n    \n    \n   \n\nTotal Assets \n 9,505,480  \n 8,684,271  \n (821,209)\n\n  \n    \n    \n   \n\nCustomer Deposits \n 30,061  \n 172,061  \n 142,000 \n\nWarrant Liability \n \n-\n  \n \n78,148\n  \n \n78,148\n \n\n  \n    \n    \n   \n\nTotal Liabilities \n 6,566,978  \n 6,787,126  \n 220,148 \n\n  \n    \n    \n   \n\nAdditional paid-in capital \n \n30,635,351 \n\n  \n \n30,631,493\n  \n \n(3,858\n)\n\nAccumulated deficit \n (27,443,231) \n (28,480,730) \n (1,037,499)\n\n  \n    \n    \n   \n\nTotal stockholders’ Equity \n 2,938,502  \n 1,897,145  \n (1,041,357)\n\n  \n    \n    \n   \n\nTotal Liabilities and stockholders’ Equity \n$9,505,480  \n$8,684,271  \n$(821,209)\n\n \n\nThe\nfollowing table presents the effects of the restatement to the accompanying consolidated balance sheet at December 31, 2023:\n\n \n\n  \n    \n    \n   \n\n  \nAs Previously Reported  \nRestated  \nNet Adjustment \n\n  \n   \n   \n  \n\nAccounts receivable - net \n$1,102,386  \n$459,008  \n$(643,378)\n\nLong-term financing receivables - net \n 902,354  \n 217,584  \n (684,770)\n\nContract assets \n -  \n 566,626  \n 566,626 \n\n  \n    \n    \n   \n\nTotal Assets \n 10,928,611  \n 10,167,089  \n (761,522)\n\n  \n    \n    \n   \n\nCustomer Deposits \n 165,236  \n 307,236  \n 142,000 \n\n  \n    \n    \n   \n\nTotal Liabilities \n 5,059,413  \n 5,201,413  \n 142,000 \n\n  \n    \n    \n   \n\nAccumulated deficit \n (22,984,163) \n (23,887,685) \n (903,522)\n\n  \n    \n    \n   \n\nTotal Stockholders’ Equity \n 5,869,198  \n 4,965,676  \n (903,522)\n\n  \n    \n    \n   \n\nTotal Liabilities and Stockholders’ Equity \n$10,928,611  \n$10,167,089  \n$(761,522)\n\n \n\n87\n\n \n\n \n\nThe\nfollowing table presents the effects of the restatement to the accompanying consolidated statement of operations and comprehensive loss\nfor the year ended December 31, 2024:\n\n \n\n  \n    \n    \n   \n\n  \nAs Previously Reported  \nRestated  \nNet Adjustment \n\n  \n   \n   \n  \n\nGeneral and Administrative expense \n$797,518  \n$1,015,102  \n$217,584 \n\nNet Loss from Operations \n (3,112,847) \n (3,330,431) \n (217,584)\n\n  \n    \n    \n   \n\nChange in FV of warrant liability \n \n-\n  \n \n26,596\n  \n \n26,596\n \n\nInterest Income \n - \n 57,011 \n 57,011 \n\nNet Loss before income taxes \n (4,416,319) \n (4,550,296) \n (133,977)\n\n  \n    \n    \n   \n\nNet loss attributable to Clean Energy Technologies, Inc. \n (4,416,319) \n (4,550,296) \n (133,977)\n\nTotal Comprehensible Loss \n$(4,476,888) \n$(4,610,865) \n$(133,977)\n\n \n\nThe\nfollowing table presents the effects of the restatement to the accompanying consolidated statement of operations and comprehensive loss\nfor the year ended December 31, 2023:\n\n \n\n  \n    \n    \n   \n\n  \nAs Previously Reported  \nRestated  \nNet Adjustment \n\n  \n   \n   \n  \n\nInterest Income \n$-  \n$48,595  \n$48,595 \n\n  \n    \n    \n   \n\nNet Loss before income taxes \n (5,782,666) \n (5,734,071) \n 48,595 \n\n  \n    \n    \n   \n\nNet loss attributable to Clean Energy Technologies, Inc. \n (5,659,723) \n (5,611,128) \n 48,595 \n\nTotal Comprehensible Loss \n$(5,695,878) \n$(5,647,283) \n$48,595 \n\n \n\nThe\nfollowing table presents the effects of the restatement ton the accompanying consolidated statement of cash flows for the year ended\nDecember 31, 2024:\n\n \n\n  \n    \n    \n   \n\n  \nAs Previously Reported  \nRestated  \nNet Adjustment \n\n  \n   \n   \n  \n\nNet loss before discontinued operations \n$(4,416,319) \n$(4,550,296) \n$(133,977)\n\nBad debt expense \n -  \n 217,584  \n 217,584 \n\nChange in FV of warrant liability \n \n-\n  \n \n(26,596\n) \n \n(26,596\n)\n\n(Increase) decrease in contract asset \n -  \n (53,153) \n (53,153)\n\nOther (Decrease) increase in accrued expenses \n \n(66,874\n) \n \n(70,732\n) \n \n(3,858\n)\n\n  \n    \n    \n   \n\nNet Cash Used in Operating Activities \n$(3,560,951) \n$(3,560,951) \n$- \n\n \n\nThe\nfollowing table presents the effects of the restatement to the accompanying consolidated statement of cash flows for the year ended December\n31, 2023:\n\n \n\n  \n    \n    \n   \n\n  \nAs Previously Reported  \nRestated  \nNet Adjustment \n\n  \n   \n   \n  \n\nNet loss before discontinued operations \n$(5,659,723) \n$(5,611,128) \n$48,595 \n\n(Increase) decrease in contract asset \n -  \n (48,595) \n (48,595)\n\n  \n    \n    \n   \n\nNet Cash Used in Operating Activities \n$(4,783,077) \n$(4,783,077) \n$- \n\n \n\n**NOTE\n20 – SUBSEQUENT EVENTS**\n\n \n\nThe Company has evaluated subsequent events through the date the financial\nstatements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial\nstatements, except as noted below.\n\n \n\n**Nasdaq Deficiencies**\n\n \n\nOn November 5, 2024, the Company received a written notice from the Listing\nQualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with the\n$1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the\n“Minimum Bid Price Requirement”). The Nasdaq listing rules require listed securities to maintain a minimum bid price of $1.00\nper share, and, based upon the closing bid price of the Company’s common stock for the prior 30 consecutive business days, the Company\nno longer met that requirement. The Nasdaq rules initially provided the Company a compliance period of 180 calendar days from the date\nof the notice (or until May 5, 2025) in which to regain compliance with the Minimum Bid Price Requirement. On May 7, 2025, Nasdaq granted\nthe Company an additional 180-day extension (or until November 3, 2025) to regain compliance with the Minimum Bid Price Requirement. On\nOctober 20, 2025, Nasdaq notified the Company that the Company had regained compliance with the Minimum Bid Price Requirement, and the\nmatter was closed.\n\n \n\nOn January 8, 2025, the Company received a written notice from Nasdaq indicating\nthat the Company was not in compliance with Nasdaq’s annual shareholder meeting requirement as set forth in Listing Rules 5620(a)\nand 5810(c)(2)(G) (the “Annual Shareholder Meeting Requirement”). The Nasdaq listing rules require the Company to have an\nannual meeting of shareholders within twelve months of the end of the Company’s fiscal year end, and the Company has not had an\nannual meeting within twelve months of the Company’s 2023 fiscal year end as required. The Nasdaq rules provided the Company 45\ncalendar days to submit a plan to regain compliance with the Annual Shareholder Meeting Requirement. The Company submitted such plan as\nrequired, and on February 27, 2025, Nasdaq provided the Company an extension of until June 3, 2025, to regain compliance with the Annual\nShareholder Meeting Requirement. On April 30, 2025, the Company held its annual meeting of shareholders, and the Company regained compliance\nwith the Annual Shareholder Meeting Requirement.\n\n \n\nOn April 17, 2026, the Company received a written notice Nasdaq indicating\nthat the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not yet filed its Annual Report on\nForm 10-K for the fiscal year ended December 31, 2025. That rule requires listed companies to timely file all required periodic reports\nwith the Securities and Exchange Commission. Under Nasdaq rules, the Company has 60 calendar days from receipt of the notice to submit\na plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days\nfrom the due date of the Form 10-K, or until October 12, 2026, to regain compliance.\n\n \n\nOn May 26, 2026, the Company received a written notice Nasdaq indicating\nthat the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not yet filed its Quarterly Report\non Form 10-Q for the fiscal quarter ended March 31, 2026. That rule requires listed companies to timely file all required periodic reports\nwith the Securities and Exchange Commission. Under Nasdaq rules, the Company has 60 calendar days from receipt of the notice to submit\na plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days\nfrom the due date of the Form 10-Q, or until November 16, 2026, to regain compliance.\n\n \n\nThe Company intends to submit a plan to Nasdaq regarding regaining compliance\nwith Nasdaq’s rules. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or\nthat the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s\nplan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.\n\n \n\n88\n\n \n\n \n\n \n\n**Notes Payable**\n\n \n\nOn or about November 6, 2025, and December\n31, 2025, the Company borrowed approximately $150,000,\nand $75,000, respectively, from Reliance Financial\nFL LLC (“Reliance”) pursuant to short-term cash advance loans. Under the loan agreements, approximately $210,000\nand $105,000,\nrespectively, was due to Reliance, amortizing and to be repaid over approximately 32 weeks, and as of June 1, 2026, the balance on the\nloans was approximately $75,000\nand $43,750, respectively.\n\n \n\nOn January 10, 2025, May 22, 2025 the\nCompany borrowed approximately $135,000, and $35,150, respectively, from Agile Capital Funding, LLC (“Agile”) pursuant\nto short-term cash advance loans. Under the loan agreements, approximately $202,365, and $55,463, respectively, was due to Agile, amortizing\nand to be repaid over approximately 32 weeks, and as of June 1, 2026, the balance on the loans was $0, and $155,896, respectively.\n\n \n\nOn June 30, 2025, May 12, 2026, and May 27, 2026, the Company borrowed approximately $127,000, $104,000, and $260,000,\nrespectively, from Agile Capital Funding, LLC (“Agile”) pursuant to short-term cash advance loans. Under the loan agreements,\napproximately $190,373, $389,740 and $155,896, respectively, was due to Agile, amortizing and to be repaid over approximately 32 weeks,\nand as of June 1, 2026, the balance on the loans was $0, $389,740 and $155,896, respectively.\n\n \n\n**Convertible\nNotes**\n\n \n\nEffective\nJanuary 16, 2025, the Company, entered into a securities purchase agreement with Mast Hill Fund, L.P. (“Mast Hill”), pursuant\nto which the Company sold, and Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $1,637,833,\nand (ii) warrants to purchase 818,917 shares of Company common stock, for an aggregate purchase price of $1,474,050. The transaction\nclosed on January 16, 2025, and on such date pursuant to the securities purchase agreement, Mast Hill’s legal expenses of $22,000\nwere paid from the gross purchase price, Mast Hill was paid $852,406 as payment in full of that certain promissory note issued by the\nCompany to Mast Hill on or about September 10, 2024, and subsequently amended on or about December 11, 2024, and the Company receiving\nnet funding of $308,051, and the note and warrants described above were issued to Mast Hill. The note matures 12 months following the\nissue date, accrues guaranteed interest of 10% per annum (with the first 12 months of interest guaranteed and earned in full as of issuance\nof the note), and is secured by a junior security interest (subordinate to the Company’s senior secured lender, Nations Interbanc)\nin 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\nat 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\naverage 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;\nprovided, however, that the holder may not convert the note to the extent that such conversion would result in the holder’s beneficial\nownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. Additionally,\nthe holder of the note is entitled to deduct $1,750 from the conversion amount in each note conversion to cover the holder’s fees\nassociated with the conversion. The warrants have a 5-year term, are exercisable on a cashless basis, and have an exercise price of $2.50,\nsubject to adjustment as provided in the warrants. During the twelve months ended December 31, 2025, this note was fully converted into\ncommon stock.\n\n \n\nEffective\nFebruary 28, 2025, the Company, entered into a securities purchase agreement with Mast Hill, pursuant to which the Company sold, and\nMast Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $620,000, and (ii) warrants to purchase\n310,000 shares of Company common stock, for an aggregate purchase price of $558,000. The transaction closed on February 28, 2025, and\non such date pursuant to the securities purchase agreement, Mast Hill’s legal expenses of $8,000 were paid from the gross purchase\nprice, the Company’s senior secured lender, Nations Interbanc, was paid $50,000 directly by Mast Hill from closing proceeds for\nthe Company’s benefit, the Company received net funding of $500,000, and the note and warrants described above were issued to Mast\nHill. The note matures 12 months following the issue date, accrues guaranteed interest of 10% per annum (with the first 12 months of\ninterest guaranteed and earned in full as of issuance of the note), and is secured by a junior security interest (subordinate to the\nCompany’s senior secured lender, Nations Interbanc) in all of the assets of the Company. The note is convertible into shares of\nthe 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\nstock 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\nday during the 5 trading days prior to the conversion date; provided, however, that the holder may not convert the note to the extent\nthat such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99%\nof the Company’s issued and outstanding common stock. Additionally, the holder of the note is entitled to deduct $1,750 from the\nconversion amount in each note conversion to cover the holder’s fees associated with the conversion. The warrants have a 5-year\nterm, are exercisable on a cashless basis, and have an exercise price of $2.50, subject to adjustment as provided in the warrants. During\nthe twelve months ended December 31, 2025, this note was fully converted into common stock.\n\n \n\nOn\nApril 4, 2025, the Company entered into a securities purchase agreement with Pacific Pier Capital II, LLC (“Pacific Pier”),\npursuant to which the Company sold, and Pacific Pier purchased, (i) a convertible promissory note in the principal amount of $345,000,\nand (ii) 45,000 shares of Company common stock, for an aggregate purchase price of $310,500. The transaction was funded by Pacific Pier\nand closed on April 7, 2025, and on or about April 7, 2025, pursuant to the securities purchase agreement, Pacific Pier’s legal\nexpenses of $10,000 were paid from the gross purchase price, the Company receiving net funding of $300,500, and the note and shares were\nissued to Pacific Pier. The note matures 12 months following the issue date, accrues interest of 10% per annum, and is convertible into\nshares of the Company’s common stock at the election of the holder, at or following nine months after the issue date, at a conversion\nprice equal to 90% of the lowest daily volume-weighted average price (during regular trading hours) on any trading day during the 5 trading\ndays prior to the conversion date; provided, however, that the holder may not convert the note to the extent that such conversion would\nresult in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s\nissued and outstanding common stock. Additionally, the holder of the note is entitled to deduct $1,750 from the conversion amount (or\n$500 if the conversion amount is $25,000 or less) in each note conversion to cover the holder’s fees associated with the conversion.\nDuring the twelve months ended December 31, 2025, this note was partially converted into common stock, and the balance of the note as\nof December 31, 2025, was $188,558, with accrued interest of $28,865, net with unamortized OID of $116,292 and unamortized discount from\ninitial recognition of derivative liability of $33,300.\n\n \n\nEffective\nApril 23, 2025, the Company entered into a securities purchase agreement with Pacific Pier, pursuant to which the Company sold, and Pacific\nPier purchased, (i) a convertible promissory note in the principal amount of $256,000, and (ii) 45,000 shares of Company common stock,\nfor an aggregate purchase price of $230,400. The transaction was funded by Pacific Pier and closed on April 23, 2025, and on or about\nApril 23, 2025, pursuant to the securities purchase agreement, Pacific Pier’s legal expenses of $7,000 were paid from the gross\npurchase price, the Company received net funding of $223,400, and the note and shares were issued to Pacific Pier. The note matures 12\nmonths following the issue date, accrues interest of 10% per annum, and is convertible into shares of the Company’s common stock\nat 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\nvolume-weighted average price (during regular trading hours) on any trading day during the 5 trading days prior to the conversion date;\nprovided, however, that the holder may not convert the note to the extent that such conversion would result in the holder’s beneficial\nownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. Additionally,\nthe 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)\nin each note conversion to cover the holder’s fees associated with the conversion. The balance of the note as of December 31, 2025,\nwas $384,000, with accrued interest of $23,566, net with unamortized OID of $15,374 and unamortized discount from initial recognition\nof derivative liability of $32,116.\n\n \n\nOn\nMay 8, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”), pursuant\nto which the Company sold, and 1800 Diagonal purchased, a convertible promissory note in the principal amount of $131,610 for a purchase\nprice 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\nsecurities purchase agreement, 1800 Diagonal’s legal expenses of $2,500 were paid from the gross purchase price, $4,500 was retained\nby 1800 Diagonal as a due diligence fee, the Company received net funding of $100,000, and the note was issued to 1800 Diagonal. The\nnote matures on February 15, 2026, accrues a one-time interest charge of 10% on the issuance date, shall be paid in 9 monthly payments\nin the amount of $16,085.67 beginning on June 15, 2025, and continuing on the 15th of each month thereafter, and is convertible following\ndefault into shares of the Company’s common stock at the election of the holder at a conversion price equal to $1.00 (before reverse\nstock split) (subject to adjustment as provided in the note); provided, however, that the holder may not convert the note (i) to the\nextent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess\nof 4.99% of the Company’s issued and outstanding common stock, or (ii) when the shareholder approval required by Nasdaq Rule 5635(d)\nhas not been obtained and conversion would result in more than 19.99% of the shares of Company common stock being issued after any required\naggregation per Rule 5635(d). Additionally, the holder of the note is entitled to deduct $1,500 from the conversion amount in each note\nconversion to cover the holder’s fees associated with the conversion. The balance of the note as of December 31, 2025, was $29,247,\nwith accrued interest of $2,925, net with unamortized OID of $3,913.\n\n \n\n89\n\n \n\n \n\nOn\nMay 19, 2025, the Company entered into a securities purchase agreement with Lucas Ventures, LLC (“Lucas Ventures”), pursuant\nto which the Company sold, and Lucas Ventures purchased, (i) a convertible promissory note in the original principal amount of $109,500,\nand (ii) 2,667 shares of Company common stock (the “Shares”) for a purchase price of $104,000. On May 19, 2025, the purchase\nprice was paid by Lucas Ventures to the Company, and the note and shares were issued to Lucas Ventures. The note matures on August 15,\n2025, accrues interest of 8% per annum, and is convertible into shares of the Company’s common stock at the election of the holder,\nat or following 90 days after note funding, at a conversion price of $0.50 (before reverse stock split) ; provided, however, that the\nholder may not convert the note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s\ncommon stock being in excess of 4.99% of the Company’s issued and outstanding common stock (or 9.99% if the market capitalization\nof the Company falls below $2,500,000). As of December 31, 2025, the Company had repaid this note in full. The balance of the note as\nof December 31, 2025, was $0.\n\n \n\nEffective\nJune 4, 2025, the Company entered into a securities purchase agreement with Mast Hill, pursuant to which the Company sold, and Mast Hill\npurchased, (i) a junior secured convertible promissory note in the principal amount of $335,000, and (ii) 3,333 shares of Company common\nstock, for an aggregate purchase price of $301,500. The transaction closed on June 4, 2025, and on such date pursuant to the securities\npurchase agreement, Mast Hill’s legal expenses of $5,000 were paid from the gross purchase price, the Company received net funding\nof $296,500, and the note and shares were issued to Mast Hill. The note matures 12 months following the issue date, accrues guaranteed\ninterest 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\nby a junior security interest (subordinate to the Company’s senior secured lender, Nations Interbanc) in all of the assets of the\nCompany. The note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price\nequal to the lesser of (i) $2.50/share(before reverse stock split) , or (ii) 90% of the lowest dollar volume-weighted average price (during\nthe 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\nthe holder may not convert the note to the extent that such conversion would result in the holder’s beneficial ownership of the\nCompany’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. Additionally, the holder\nof the note is entitled to deduct $1,750 from the conversion amount in each note conversion to cover the holder’s fees associated\nwith the conversion. The balance of the note as of December 31, 2025, was $0, with the accrued interest of $0, net with unamortized OID\nof $0 and unamortized discount from initial recognition of derivative liability of $0.\n\n \n\nEffective\nJuly 18, 2025, the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund LLC (“Firstfire”),\npursuant to which the Company sold, and Firstfire purchased, (i) a junior secured convertible promissory note in the principal amount\nof $201,250, and (ii) 8,333 shares of Company common stock, for an aggregate purchase price of $175,000. The transaction closed on July\n18, 2025, and on such date pursuant to the securities purchase agreement, Firstfire’s legal expenses of $5,500 were paid from the\ngross purchase price, the Company received net funding of $169,500, and the note and shares were issued to Firstfire. The note matures\n12 months following the issue date, accrues guaranteed interest of 10% per annum. The note is convertible into shares of the Company’s\ncommon 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\n10 trading day period immediately preceding the conversion date. The balance of the note as of December 31, 2025, was $120,750, with\naccrued interest of $12,075, net with unamortized OID of $33,258 and unamortized discount from initial recognition of derivative liability\nof $52,501.\n\n \n\nOn\nJuly 30, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal, pursuant to which the Company sold, and 1800\nDiagonal purchased, a convertible promissory note in the principal amount of $151,800 for a purchase price of $132,000. The note matures\non February 15, 2026, accrues a one-time interest charge of 13% on the issuance date, (subject to adjustment as provided in the note);\nprovided. The note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price\nequal to the 85% of the lowest traded price preceding the conversion date. however, that the holder may not convert the note (i) to the\nextent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess\nof 4.99% of the Company’s issued and outstanding common stock, or (ii) when the shareholder approval required by Nasdaq Rule 5635(d)\nhas not been obtained and conversion would result in more than 19.99% of the shares of Company common stock being issued after any required\naggregation per Rule 5635(d). Additionally, the holder of the note is entitled to deduct $1,500 from the conversion amount in each note\nconversion to cover the holder’s fees associated with the conversion. The balance of the note as of December 31, 2025, was $91,957,\nwith the accrued interest of $10,963, net with unamortized OID of $13,440 and unamortized discount from initial recognition of derivative\nliability of $30,012.\n\n \n\nEffective\nAugust 15, 2025, the Company entered into a securities purchase agreement with Mast Hill, pursuant to which the Company sold, and Mast\nHill purchased, (i) a junior secured convertible promissory note in the principal amount of $388,888, and (ii) 150,000 shares of Company\ncommon stock, for an aggregate purchase price of $350,000. The transaction closed on August 15, 2025, and on such date pursuant to the\nsecurities purchase agreement, Mast Hill’s legal expenses of $8,500 were paid from the gross purchase price, the Company received\nnet funding of $341,500, and the note and shares were issued to Mast Hill. The note matures 12 months following the issue date, accrues\nguaranteed interest of 10% per annum (with the first 12 months of interest guaranteed and earned in full as of issuance of the note).\nThe note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price equal to\nthe lesser of (i) $2.50/share (before reverse stock split) , or (ii) 90% of the lowest dollar volume-weighted average price (during the\nperiod 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\nthe holder may not convert the note to the extent that such conversion would result in the holder’s beneficial ownership of the\nCompany’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. Additionally, the holder\nof the note is entitled to deduct $1,750 from the conversion amount in each note conversion to cover the holder’s fees associated\nwith the conversion. The balance of the note as of December 31, 2025, was $388,888, with accrued interest of $14,384, net with unamortized\nOID of $52,151 and unamortized discount from initial recognition of derivative liability of $105,399.\n\n \n\nOn\nor about March 4, 2026, the Company entered into a securities purchase agreement with 1800 Diagonal Lending, pursuant to which the Company\nsold, and 1800 Diagonal purchased, a convertible promissory note in the principal amount of $147,840 for a purchase price of $132,000.\nThe transaction was funded by 1800 Diagonal and closed on March 4, 2026, and pursuant to the 1800 SPA, 1800 Diagonal’s legal expenses\nof $2,500 were paid from the gross purchase price, $4,500 was retained by 1800 Diagonal as a due diligence fee, the Company received\nnet funding of $125,000, and the 1800 Note was issued to 1800 Diagonal. The note matures on December 15, 2026, accrues a one-time interest\ncharge 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\ncontinuing on the 15th of each month thereafter, and is convertible following default into shares of the Company’s common stock\nat 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\nthe conversion date, subject to standard conversion limitations. Additionally, the holder of the note is entitled to deduct $1,500 from\nthe conversion amount in each note conversion to cover the holder’s fees associated with the conversion.\n\n \n\nOn\nor about March 6, 2026, in consideration of (i) $604,469 in funding previously advanced to the Company by Mega Sincere Holdings Limited\n(“Mega”), a company organized under the laws of the British Virgin Islands, and its affiliates, and (ii) $600,000 in funding\npreviously advanced to the Company by Noblebear Investment Holdings LLC (“Noblebear”), a company organized under the laws\nof the California and controlled by a Company shareholder and related party, the Company entered into securities purchase agreements\nwith Mega and Noblebear (the “Mega and Noblebear SPA’s”) and issued Mega and Noblebear convertible promissory notes\nin the principal amounts of $664,916 and $660,000, respectively (the “Mega and Noblebear Notes”). The Mega and Noblebear\nSPA’s include customary representations, warranties and covenants by the Company. Each of the Mega and Noblebear Notes accrues\ninterest at 10% per annum, and is convertible into shares of the Company’s common stock at the election of the holder at a conversion\nprice equal to $0.646 (subject to adjustment if the Company issues shares at a lower price), provided, however, that a holder may not\nconvert either of the Mega and Noblebear Notes (i) to the extent that such conversion would result in the holder’s beneficial ownership\nof the Company’s common stock being in excess of 9.99% of the Company’s issued and outstanding common stock, or (ii) if conversion\nwould 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\napproval required by Nasdaq Rule 5635(d) has not been obtained. Additionally, the holders of each of the Mega and Noblebear Notes are\nentitled to deduct $1,750 from the conversion amount in each note conversion to cover the holder’s fees associated with the conversion.\n\n \n\nEffective\nApril 22, 2026, the Company entered into a securities purchase agreement (the “PPC SPA”) with Pacific Pier Capital II, LP,\npursuant to which the Company sold, and Pacific Pier purchased, a convertible promissory note in the principal amount of $406,000\n(the “PPC Note”) for a purchase price of $357,280\n(the “PPC Transaction”). The PPC Transaction was\nfunded by Pacific Pier and closed on April 22, 2026, and pursuant to the SPA, Pacific Pier’s legal expenses of $7,000\nwere paid from the gross purchase price, the Company received\nnet funding of $350,280,\nand 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,\n2026), accrues interest of 12%\nper annum, and is convertible into shares of the Company’s common stock at the election of the holder, at or following six months\nafter the issue date, at a conversion price equal to 85%\nof the lowest daily volume-weighted average price (during regular trading hours) on any trading day during the 10 trading days prior\nto the conversion date; provided, however, that the holder may not convert the PPC Note to the extent that such conversion would result\nin the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99%\nof the Company’s issued and outstanding common stock. Additionally, the holder of the PPC Note is entitled to deduct $1,750\nfrom the conversion amount (or $500\nif the conversion amount is $25,000\nor less) in each note conversion to cover the holder’s\nfees associated with the conversion.\n\n \n\nOn January 8, 2026, Pacific Pier Capital II, LLC issued\na forgiveness letter to the Company confirming that the remaining unpaid balance of $86,856.90 under the referenced promissory note was\nforgiven and cancelled. The letter states that no further payments are due under the note and that the note is deemed satisfied in full.\nThe forgiveness is limited to the obligations under the referenced note and does not modify or waive any other obligations or agreements\nbetween the parties unless expressly stated in writing.\n\n \n\nEffective April 23,\n2025, the Company entered into a Securities Purchase Agreement with Pacific Pier, pursuant to which the Company sold, and Pacific Pier\npurchased, (i) a convertible promissory note in the principal amount of $256,000. Subsequent to year-end, on February 19, 2026, Noblebear\nCapital acquired from Pacific Pier all of Pacific Pier’s rights, title, and interest in the note. The assignment represented a transfer\nof the existing debt obligation between creditors and did not constitute a new financing transaction with the Company. The Company did\nnot receive any additional proceeds or consideration in connection with the assignment. At the time of the assignment, the outstanding\nbalance of the Pacific Pier note was approximately $216,000, inclusive of default penalties, and $31,919.61 of accrued interest.\n\n \n\nAdditionally,\nsubsequent to year-end, Noblebear Capital acquired from Mast Hill Fund the Company’s existing convertible note originally issued on August\n15, 2025, in the principal amount of $388,888. The assignment represented a transfer of an existing debt obligation and did not constitute\na new financing transaction with the Company. The Company did not receive any additional proceeds or consideration in connection with\nthe assignment. At February 19, 2026, the outstanding balance of the Mast Hill note was approximately $388,888, and $20,136.94 of accrued\ninterest.\n\n \n\nAs a result of these assignments, Noblebear Capital\nbecame the holder of both debt obligations. Other than the change in creditor, the Company’s obligations under the notes remained substantially\nunchanged unless subsequently modified by agreement between the Company and Noblebear Capital.\n\n \n\n90\n\n \n\n** **\n\n**Issuances\nof Common Stock**\n\n \n\nOn\nJanuary 16, 2025, the Company issued 54,594 warrant shares in connection with the issuance of the promissory note in the principal amount\nof $1,637,833 to Mast Hill at the exercise price per share of $2.50.\n\n \n\nOn\nJanuary 20, 2025, the Company entered into a consulting agreement with Hudson Global Ventures, LLC. As a condition to the agreement,\nthe Company issued 1,667 shares of Common Stock to the consultant.\n\n \n\nOn\nFebruary 28, 2025, we issued 20,667 warrant shares in connection with the issuance of the promissory note in the principal amount of\n$620,000 to Mast Hill at the exercise price per share of $2.50.\n\n \n\nOn\nMarch 4, 2025, the Company entered into a securities purchase agreement with FirstFire. Pursuant to the agreement, FirstFire accepted\n3,740 shares of the Company’s common stock as final payment on the loan. As of December 30, 2025, the outstanding balance of the\nloan was $0.\n\n \n\nOn\nor about April 7, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 4, 2025, described above, the Company\nissued 3,000 shares of Company common stock to Pacific Pier.\n\n \n\nOn\nor about April 23, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 23, 2025, described above, the Company\nissued 3,000 shares of Company common stock to Pacific Pier.\n\n \n\nOn\nMay 6, 2025, the Company entered into a Subscription Agreement with various investors, pursuant to which the purchasers acquired in the\naggregate 715,447 shares of Company common stock, at a price of $6.15 per share, for aggregate gross proceeds of $4,400,000.\n\n \n\nOn\nMay 7, 2025, the Company received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC, granting\nthe Company an additional 180-day period, or until November 3, 2025, to regain compliance with Nasdaq’s minimum $1.00 bid price\nper share requirement.\n\n \n\nOn\nor 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\nand fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.\n\n \n\nOn\nor about May 19, 2025, pursuant to the securities purchase agreement with Lucas Ventures dated May 19, 2025, described above, the Company\nissued 2,667 shares of Company common stock to Lucas Ventures.\n\n \n\nOn\nor 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\nand fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.\n\n \n\nOn\nor 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\nand fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.\n\n \n\nOn\nor 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\nin principal and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022, leaving a balance of $0 under\nthat note.\n\n \n\nOn\nor about June 4, 2025, pursuant to the securities purchase agreement with Mast Hill dated June 3, 2025, described above, the Company\nissued 3,333 shares of Company common stock to Mast Hill.\n\n \n\nOn\nor 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\nand fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.\n\n \n\n91\n\n \n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to 1800 Diagonal dated October 15, 2024.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to 1800 Diagonal dated October 15, 2024.\n\n \n\nOn\nor about June 23, 2025, the Company issued 4,195 shares of common stock to Lucas Ventures as true-up shares under the securities purchase\nagreement with Lucas Ventures dated November 29, 2024.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor about July 18, 2025, pursuant to the securities purchase agreement with First Fire dated July 18, 2025, described above, the Company\nissued 8,333 shares of Company common stock to First Fire.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor about August 18, 2025, pursuant to the securities purchase agreement with Mast Hill dated August 15, 2025, described above, the Company\nissued 10,000 shares of Company common stock to Mast Hill.\n\n \n\nOn\nor about September 12, 2025, the Company issued 66,667 shares of common stock to Mast Hill pursuant to its conversion of $212,760 in\nprincipal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nSeptember 26, 2025, the Company filed a Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209 with the Secretary of\nState of the State of Nevada effecting a 1-for-15 reverse stock split of the Company’s issued and outstanding common stock, with\na corresponding reduction in authorized common stock from 2,000,000,000 shares to 133,333,333 shares. The Reverse Stock Split became\neffective 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\nwas not affected, and the number of authorized shares of preferred stock was not affected. All share and per-share information presented\nin this Note relating to periods on or after January 6, 2023 has been retroactively adjusted to reflect the Reverse Stock Split.\n\n \n\nOn\nor about October 6, 2025, the Company issued 19,100 shares of common stock to Mast Hill pursuant to its conversion of $50,032 in principal,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor about October 8, 2025, the Company issued 44,500 shares of common stock to Mast Hill pursuant to its conversion of $100,249 in principal,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor about October 13, 2025, the Company issued 33,258 shares of common stock to Pacific Pier pursuant to its conversion of $74,461.47\nin principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor 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\nin principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.\n\n \n\nOn\nor 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,\ninterest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.\n\n \n\nOn\nor about November 10, 2025, the Company issued 34,861 shares of common stock to Pacific Pier pursuant to its notice of conversion of\n$43,715 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.\n\n \n\nOn\nor 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\nin principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.\n\n \n\nOn\nor 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\nin principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.\n\n \n\nOn\nor about November 25, 2025, the Company issued 252,884 shares of common stock to Mast Hill pursuant to its conversion of $242,890.02\nin principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.\n\n \n\n92\n\n \n\n \n\nOn\nor about November 26, 2025, the Company issued 1,264,420 shares of common stock to Mast Hill pursuant to its notice of conversion of\n$1,214,450 in principal, interest and fees owed under the Common Stock Purchase Warrant issued on January 16, 2025.\n\n \n\nOn\nor 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\nin principal, interest and fees owed under the Common Stock Purchase Warrant issued on January 16, 2025.\n\n \n\nOn\nor 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\nin principal, interest and fees owed under the Common Stock Purchase Warrant issued on February 16, 2025.\n\n \n\nOn\nor about December 1, 2025, the Company issued 106,097 shares of common stock to Pacific Pier pursuant to its notice of conversion of\n$101,904 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.\n\n \n\nOn\nor 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\nin principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025.\n\n \n\nOn\nor 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\nin principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025.\n\n \n\nOn\nor about December 19, 2025, the Company issued 11,665 True-up shares of common stock to Lucas Ventures, LLC pursuant to a security purchase\nagreement dated May 19, 2025.\n\n \n\nOn\nor about December 24, 2025, the Company issued 913,842 shares of Company common stock with an investor pursuant to a subscription agreement\nfor $395,328.\n\n \n\nOn\nor about December 24, 2025, the Company issued 461,631 shares of Company common stock with an investor pursuant to a subscription agreement\nfor $199,702.\n\n \n\nOn\nor about December 29, 2025, the Company issued 194,527 shares of Company common stock with an investor pursuant to a subscription agreement\nfor $84,152.\n\n \n\nAs\nof December 31, 2025, the Company has issued 152,861 shares for the conversion of Series E Preferred shares, with a total value of $858,177\nyear-to-date.\n\n \n\nOn\nJanuary 2, 2026, the Company issued 242,140 shares of common stock to Pacific Pier pursuant to its conversion of $103,000\nof the principal and $1,809\nof interest owed under the convertible promissory note issued\nto Pacific Pier on April 4, 2025.\n\n \n\nOn January 16, 2026, the Company issued 131,187 shares\nof common stock to Pacific Pier pursuant to its conversion of $83,000 of the principal and $0 of interest owed under the convertible promissory\nnote issued to Pacific Pier on April 22, 2025.\n\n \n\nOn January 21, 2026, the Company issued 307,038 shares\nof common stock to First Fire pursuant to its conversion of $120,750 of the principal and $12,075 of interest owed under the convertible\npromissory note issued to Pacific Pier on July 18, 2025.\n\n \n\nOn January 29, 2026, the Company issued 132,694\nshares of common stock to Pacific Pier pursuant to its conversion of $85,000 of the principal and $0 of interest owed under the convertible\npromissory note issued to Pacific Pier on April 22, 2025.\n\n \n\n**Related\nParty Transactions**\n\n \n\nOn\nor about July 1, 2025, Company subsidiary Herbert YF Global Holding Limited entered into a Consulting Agreement (the “Linkage Consulting\nAgreement”) with Linkage International Limited (the “Consultant”), a Hong Kong company and one of the Company’s\ninvestors from the Company’s May 6, 2025, private placement, pursuant to which the Company had sold in the aggregate 715,447 shares\nof 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\nto the Consulting Agreement, the Consultant would provide services in connection with the potential acquisition of Ortus Climate Mitigation\nLLC’s Italian operations (the “Acquisition Target”), and the Company would pay the Consultant HKD 5,000,000 as a non-refundable\nconsulting fee, and HKD 25,000,000 as a refundable deposit for the acquisition of the Acquisition Target. The Consultant has rendered\nsuch acquisition services to the Company, on July 8, 2025, paid the HKD 5,000,000 consulting fee to the Consultant ($640,902.52), and\nbetween July 10, 2025 and August 22, paid HKD 25,000,000 ($3,204,513) as a refundable deposit towards the acquisition of the Acquisition\nTarget. On or about November 18, 2025, the Company and the Consultant entered into an amendment to the Consulting Agreement providing\nthat if the deposit is not refunded as agreed, the Consultant would ensure that 715,447 shares of Company common stock would be returned\nto the Company for cancellation.\n\n \n\nIn\nJuly 2022, the Company, through its wholly-owned subsidiary Jiangsu Huanya Jieneng New Energy Co., Ltd. (“JHJ”), acquired\na 49% equity interest in Sichuan Hongzuo Shuya Energy Limited (“Shuya”), an entity engaged in pipeline natural gas and compressed\nnatural gas trading activities in China. On January 1, 2023, JHJ entered into a Consistent Action Agreement with other shareholders of\nShuya, which resulted in the Company obtaining control over Shuya. Accordingly, the Company began consolidating Shuya as a variable interest\nentity effective January 1, 2023, in accordance with ASC 810. On January 1, 2024, the Consistent Action Agreement was terminated. As\na result, the Company lost control over Shuya and deconsolidated the entity effective January 1, 2024. The Company recognized a loss\non deconsolidation of $344,889 during the year ended December 31, 2024 and retained its 49% equity investment in Shuya, which was accounted\nfor under the equity method of accounting pursuant to ASC 323. On December 12, 2025, the Company completed the disposal of its entire\n49% equity interest in Shuya through equity transfer agreements with third parties for total consideration consisting of cash consideration\nof approximately $721,929.\n\n \n\nThe RMB 5 million ($702,500) loan provided by Shuya to JHJ constitutes a\nrelated-party transaction. The loan is non-interest-bearing and has a one-year term, from September 26, 2025 through September 26, 2026.\nThe funds were provided for JHJ’s general business development purposes. \n\n \n\n**Note\nPurchase**\n\n \n\nOn\nJanuary 12, 2026, the Company entered into a note purchase agreement (the “Filled Purchase Agreement”) with Filled Converge\nLimited, a limited liability company formed under the laws of the British Virgin Islands (“Filled”) and Li Xiaoguang (collectively\nthe “Sellers”), pursuant to which the Company would acquire from the Sellers a HK$11,700,000 portion of that certain Convertible\nBond in the original principal amount of HK$356,375,000 issued by China Ruifeng Renewable Energy Holdings Limited, a Hong Kong listed\ncompany with the ticker “527.HK,” for a purchase price consisting of US$700,000 equivalent in HK$ (the “Cash Purchase\nPrice”) and 1,932,000 shares of Company common stock (the “Shares”). $500,000 of the Cash Purchase Price was to be\npaid immediately, and the balance of the Cash Purchase Price of $200,000 was to be paid within 30 days of closing. The $500,000 was paid\nin January of 2026, and the $200,000 was paid by the issuance of the Noblebear Note described above.\n\n \n\n93"}