UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549










Amendment
No. 1
to

FORM
10-K










(Mark
One)



|[X]                                                                                                | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|-------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------
|                                                                                                   |                                                                                             
|For
    the fiscal year ended: December 31, 2019                                                  
|                                                                                                   |                                                                                             
|[  ]                                                                                               | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                                                                   |                                                                                             
|For
    the transition period from _______________________ to ____________________________________



Commission
File Number: 000-55656



CLEAN
ENERGY TECHNOLOGIES, INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                                                                                                                           | 20-2675800                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization)                          | (I.R.S.
                                         Employer
        Identification
        No.)
|                                                                                                                                                 |                                                                                              
|2990
                                         Redhill Ave, Costa Mesa, California 92626
        (Address
        of principal executive offices)



(949)
273-4990

(Registrant’s
telephone number)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class            |  | Trading
    Symbol(s) |  | Name
    of each exchange on which registered
|---------------------------------- |  | --------------------- |  | ---------------------------------------------
|Common
    Stock, par value $0.001 |  | CETY                  |  | OTCQB                                        



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



[  ]
Yes [X] No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.



[  ]
Yes [X] No



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.



[X]Yes [  ] No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such (files).



[X]Yes [  ] No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer | [  ] | Accelerated
    filer         | [  ]
|--------------------------- | ---- | ----------------------------- | ----
|Non-accelerated
    filer   | [X]  | Smaller
    reporting company | [X] 
|                            |      | Emerging
    growth company   | [  ]



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ]
Yes [X]No



The
aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2019 was $3,386,663 based upon
161,269,669 shares held by non-affiliates and the closing price of $0.021 per share. Accordingly, effective as of June 30,
2019, the registrant’s aggregate market value was less than $50 million and the registrant qualifies for “smaller
reporting company” status under Rule 12b-2 of the Exchange Act and is subject to the disclosure requirements and filing
deadlines for smaller reporting companies.



The
number of shares of common stock outstanding on May 20, 2020 was 762,130,989 shares.



DOCUMENTS
INCORPORATED BY REFERENCE

None.


















CLEAN
ENERGY TECHNOLOGIES, INC.

Form
10-K



TABLE
OF CONTENTS



|             |                               | Page
|------------ | ----------------------------- | ----
|             | Part
    I                    |     
|Item
    1.  | Business                      | 4   
|Item
    1A. | Risk
    Factors              | 12  
|Item
    1B. | Unresolved
    Staff Comments | 20  
|Item
    2.  | Properties                    | 20  
|Item
    3.  | Legal
    Proceedings         | 21  
|Item
    4.  | Mine
    Safety Disclosures   | 21  



Part
II



|Item
    5.  | Market
    for Registrant’s Common Equity, related Shareholder Matters and Issuer Purchases of Equity Securities | 21
|------------ | ---------------------------------------------------------------------------------------------------------------- | --
|Item
    6.  | Selected
    Financial Data                                                                                      | 23
|Item
    7.  | Management’s
    Discussion and Analysis of Financial Condition and Results of Operation                         | 23
|Item
    7A. | Quantitative
    and Qualitative Disclosure about Market Risk                                                    | 28
|Item
    8.  | Financial
    Statements and Supplementary Data                                                                  | 29
|Item
    9.  | Changes
    and Disagreements with Accountants on Accounting and Financial Disclosure                            | 53
|Item
    9A  | Controls
    and Procedures                                                                                      | 53
|Item
    9B  | Other
    Information                                                                                            | 53



Part
III



|Item
    10 | Directors,
    Executive Officers and Corporate Governance                                      | 54
|----------- | ----------------------------------------------------------------------------------------------- | --
|Item
    11 | Executive
    Compensation                                                                      | 60
|Item
    12 | Security
    Ownership of Certain Beneficial Owners, management and Related Stockholder Matters | 62
|Item
    13 | Certain
    Relationships and Related Transactions and Director Independence                    | 62
|Item
    14 | Principal
    Accounting Fees and Services                                                      | 63
|Item
    15 | Exhibits                                                                                        | 64
|            | Signatures                                                                                      | 65



2









EXPLANATORY NOTE



This Annual Report on Form 10-K is being
amended solely for the purpose of including the information set forth under the heading, “Reliance On
Relief Order.” In addition, in accordance with applicable rules and regulations promulgated by the Securities
and Exchange Commission, this Form 10-K/A an updated certifications from our Chief Executive Officer and Chief Financial Officer
as Exhibits 31.1, 31.2,  32.1 and 32.2.  Other than as stated above, this Form 10-K/A continues to speak as of December
31, 2019 or (where applicable) as of the date of the original filing of the Annual Report on Form 10-K (“Original Filing”),
and the information in this Form 10-K/A does not modify or update any other item or disclosure in the Original Filing or reflect
any other events occurring after the Original Filing.  This amended Form 10-K/A should be read in conjunction with any current
reports that have been filed on Form 8-K subsequent to the date of the Original Filing.



RELIANCE ON RELIEF ORDER.



On March 30, 2020 we filed a Current Report
on Form 8-K in compliance with and in reliance upon the SEC Order issued pursuant to Section 36 of the Securities Exchange Act
of 1934, as amended, granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules thereunder (SEC Release
No. 34-88465 on March 25, 2020) (Relief Order). By way of filing the Current Report (as amended),  we, among other things,
 extended the time of filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (“Annual
Report”), until no later than July 1, 2020 in reliance on the Relief Order. The Current Report disclosed the reasons that
our Annual Report could not be filed timely.



On May 14, 2020, we filed for an extension
to the filing deadline of the Annual Report. We filed our Annual Report pursuant to the Relief Order and extension, on May 28,
2020.



As required by the Relief Order, we hereby
disclose that we were unable to timely file our Annual Report and had to avail ourselves of the Relief Order because COVID-19
caused severe disruptions in our operations and the operations of our professional advisors. This has, in turn, delayed the Company’s
ability to complete the Report. In particular, the stay at home orders in various states impacted our employees, and the
staff or our professional advisors, in assembling the financial and operational information required to be presented in the Annual
Report.





NOTE
ABOUT FORWARD-LOOKING STATEMENTS



In
this Annual Report on Form 10-K, references to “Clean Energy Technologies,” the “Company,” “we,”
“us,” “our” and words of similar import refer to Clean Energy Technologies, Inc., unless the context requires
otherwise.



This
Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements
by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “ongoing,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” “would,” or the negative of
these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking
statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times
at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at
the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results,
levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking
statements in this report.



Forward-looking
statements include, but are not limited to, statements concerning the following:



| | ● | our
    possible or assumed future results of operations;                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                          
| | ● | our
    business strategies;                                                                                                             
| |   |                                                                                                                                          
| | ● | our
    ability to attract and retain customers;                                                                                         
| |   |                                                                                                                                          
| | ● | our
    ability to sell additional products and services to customers;                                                                   
| |   |                                                                                                                                          
| | ● | our
    cash needs and financing plans;                                                                                                  
| |   |                                                                                                                                          
| | ● | our
    competitive position;                                                                                                            
| |   |                                                                                                                                          
| | ● | our
    industry environment;                                                                                                            
| |   |                                                                                                                                          
| | ● | our
    potential growth opportunities;                                                                                                  
| |   |                                                                                                                                          
| | ● | expected
    technological advances by us or by third parties and our ability to leverage them;                                          
| |   |                                                                                                                                          
| | ● | Our
    inability to predict or anticipate the duration or long-term economic and business consequences of the ongoing COVID-19 pandemic;
| |   |                                                                                                                                          
| | ● | the
    effects of future regulation; and                                                                                                
| |   |                                                                                                                                          
| | ● | our
    ability to protect or monetize our intellectual property.                                                                        



You
should read any other cautionary statements made in this Annual Report as being applicable to all related forward-looking statements
wherever they appear in this Annual Report. We cannot assure you that the forward-looking statements in this Annual Report will
prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.
You should read this Annual Report completely. Other than as required by law, we undertake no obligation to update or revise these
forward-looking statements, even though our situation may change in the future. We undertake no obligation to revise or update
publicly any forward-looking statements for any reason, except as required by law. Given these risks and uncertainties, readers
are cautioned not to place undue reliance on these forward-looking statements.



3







DESCRIPTION
OF BUSINESS.



Mission
Statement



Our
goal is to become a leading provider of renewable and energy efficiency products and solutions by helping commercial companies
and municipalities eliminate energy waste, reduce emissions, lower cost and generate incremental revenue.



Industrial
facilities, power plants, high rise buildings and waste to energy plants currently waste heat and energy during their production
processes. Our Clean Cycle TM generators are used in commercial and industrial heat generators to boost their overall energy efficiency.
Our products save fuel, reduce pollution, require little maintenance and provide an attractive return on investment.



Our
principal product is the Clean Cycle TM heat generator acquired from General Electric International, offered through
our wholly owned subsidiary Heat Recovery Solutions, (HRS).



General
Business Overview



We
design, produce and market clean energy products and integrated solutions focused on energy efficiency and renewables. Our initial
principal product is the Clean CycleTM heat generator, offered through our wholly owned subsidiary Heat Recovery Solutions,
(HRS). The Clean CycleTM generator captures waste heat from a variety of sources and turns it into electricity. By
using our Clean CycleTM generator commercial and industrial heat generators boost their overall energy efficiency and
the savings created provide our customers with a fast return on their investment. The Clean CycleTM generator saves
fuel, reduces pollution and requires little maintenance. We also use our Clean CycleTM generator to manufacture Biomass
Power Plants and Co-generation Distribution Power Plants that produce clean energy.



|                                  |  |                                                
|--------------------------------- |  | -----------------------------------------------
|Clean
    Cycle II Heat Generator |  | Containerized
    Clean Cycle II Heat Generator



We
compete based on efficiency, maintenance and our customer’s return on investment. We have an exclusive license from Calnetix
to use their magnetic turbine for heat waste recovery applications. We believe that the magnetic turbine technology is more efficient
than our competitor’s turbines which allows our systems to generate more electricity at lower heat ranges. Because our generator
is magnetic, it requires far less maintenance than our competitors who use oil, gearbox and rubber seals in their turbines. We
have the advantage of selling a system that was originally manufactured and sold by General Electric International so our Clean
CycleTM generator has a substantial market base and we believe has a reputation as one of the defacto standards in
the market.



4







Our
greatest advantage is that the Clean CycleTM generator is a product that can be delivered on a turnkey basis, not a
major project that needs to be designed, manufactured and installed. We believe that this is one of the most distinguishing features
of our Clean CycleTM generator, as it significantly reduces the time our customers spend on installation, improves the speed
with which we can deliver our product and reduces startup costs.



Over
123 Clean CycleTM generators are installed to date with 88 units used in biomass/landfill projects, 4 with diesel electric
generators, 3 with turbine electric generators and 26 in industrial electric production applications.



We
compete based on efficiency, maintenance and our customer’s return on investment. We have a proprietary magnetic bearing
technology with several global patents that we acquired from General Electric International. We believe that the magnetic turbine
technology is more efficient than our competitor’s turbines which allows our systems to generate more electricity at lower
heat ranges. Because our generator is magnetic, it requires less maintenance than our competitors who use oil, gearbox and rubber
seals in their turbines. We have the advantage of selling a system that was originally manufactured and sold by General Electric
International so our Clean CycleTM generator has a substantial market base and we believe has a reputation as one of
the defacto standards in the market.



The
Clean CycleTM generator is delivered on a turnkey basis and does not require major planning for design, manufacturing
and installation. In addition to attractive returns on capital investment, we believe that the ease of installation distinguishes
our Clean CycleTM generators by significantly reducing installation time, improving delivery times and lowering costs.



5











A
Complete ORC System



We
estimate that one clean system using our Clean CycleTM generator can generate 1 GWh of electricity per year from waste
heat and avoid more than 350 metric tons of CO2 per year which we estimate is the annual equivalent of the CO2 emissions of approximately
200 cars.



Company
Information



We
were incorporated in California in July 1995 under the name Probe Manufacturing Industries, Inc. We redomiciled to Nevada in April
2005 under the name Probe Manufacturing, Inc. We manufactured electronics and provided services to original equipment manufacturers
(OEMs) of industrial, automotive, semiconductor, medical, communication, military, and high technology products. On September
11, 2015 Clean Energy HRS, or “CE HRS”, our wholly owned subsidiary acquired the assets of Heat Recovery Solutions
from General Electric International. In November 2015, we changed our name to Clean Energy Technologies, Inc.



Our
principal executive offices are located at 2990 Redhill Avenue, Costa Mesa, CA 92626. Our telephone number is (949) 273-4990.
Our common stock is listed on the OTCQB Markets under the symbol “CETY.”



Our
internet website address is www.cetyinc.com and our subsidiary’s web site is www.heatrecoverysolutions.com
The information contained on our websites are not incorporated by reference into this document, and you should not consider any
information contained on, or that can be accessed through, our website as part of this document.



The
Company has three reportable segments: Clean Energy HRS (HRS), Cety Europe and the legacy electronic contract manufacturing services
(Electronic Assembly) division.



Segments



Clean
Energy HRS (HRS)



We
design, build and deliver power from industrial heating systems and biomass sources to produce environmentally friendly energy
at competitive prices using our Clean CycleTM heat generators acquired from General Electric International. Our initial
principal product is the Clean CycleTM heat generator, offered through our wholly owned subsidiary Heat Recovery Solutions,
(HRS). The Clean CycleTMgenerator captures waste heat from a variety of sources and turns it into electricity. By
using our Clean CycleTM generator commercial and industrial heat generators boost their overall energy efficiency and
the savings created provide our customers with a fast return on their investment. The Clean CycleTM saves fuel, reduces
pollution and requires very little maintenance.



6







Cety
Europe



CETY
Europe Sales and Service Center is the Sales, warranty and service company for CETY’s Clean CycleTM Heat Recovery Solutions
(HRS) and includes a 24/7 Call Center, support Field Service Personnel, including remote access to the Waste Heat Generators and
inventory spare parts to support the currently commissioned 65 Clean CycleTM installations in Europe. The service center also
provides support services for new European sales. CETY has identified substantial unmet market needs in many European countries
including the United Kingdom, Germany, Italy, Ukraine, Croatia, Slovakia, Slovenia, Austria, Belarus and the Czech Republic. Cety
Europe will sell and distribute the Clean CycleTM Waste Heat Generators and replacement parts from the Clean Energy HRS line of
products. The CETY Europe Sales and Service Center will be well suited to handle any warranty and/or service issues, as well as
sell and distribute the Clean energy HRS line of products. Cety Europe has 1 employee.



Electronic
Assembly



The
Electronic assembly business was our core legacy business until we acquired the Heat Recovery Solutions technology and business
assets from GE. We consolidated the Probe Manufacturing (Electronic Assembly), now named Clean Energy Technologies, Inc with the
Clean Energy HRS, LLC. in order to support a few legacy electronics assembly customers and support the electronics manufacturing
portion of our newly acquired technology from General Electric by Clean Energy HRS, LLC. Although this is not our core focus nor
do we intend to grow this segment, we still derive a revenue stream to help offset a portion of the overhead. This segment provides
contract manufacturing services of electronic printed circuit board assemblies to customers in the medical and aerospace industries.
The services provided are contract in nature and are built the customers specification. They supply the design and component specifications.
We purchase the components and solder the components to the bare printed circuit boards.



Our
customers are legacy customers of Probe Manufacturing and we do not conduct any additional sales or marketing activities in this
segment. We have many larger and better funded competitors in the United States and Asia that specialize in circuit board manufacturing
and our customers may migrate to these competitors since we do not focus on developing any new products or services for this segment.
We do not view this segment as being material to the long term growth of the Company.



7







Our
Products







Our
Clean CycleTMgenerator:





| | ● | Requires
    no fuel,                                                         
| | - | ------------------------------------------------------------------------------
| | ● | produces
    no emissions, and                                                
| | ● | is
    closed loop, meaning it has feedback control within the system.        
| | ● | Meticulously
    engineered and improved by General Electric International and
| | ● | is
    available in a complete package for indoor, outdoor and remote sites.  



The
major components are delivered as a complete turnkey package and include, the Integrated Power Module (“IPM”), our
patented the magnetic bearing turbine, the electronics controls with the ancillary mechanical parts, packaged inside a container
when used outdoors. The condenser comes as a separate piece which is purchased by either us or our customer through third party
manufactures and attaches to the top of the container. Once the condenser is attached to the container all that is left to do
is attach the container to the heat source, and it is ready to produce energy.



Due
to the low amount of moving parts the IPM is a minimal maintenance solution, that requires no oils, no lubricants, no external
rotating seals, and does not require manned operation. The whole package (except condenser) is mounted inside a 20ft shipping
container. The Condenser comes as a separate piece and attaches to the top of the container. Once the condenser is attached to
the container all that is left to do is attach the container to the heat source, and it is ready to produce energy.







Our
Core technology a magnetic bearing turbine called Integrated Power Module (IPM).





| | ✓ | Mag
    lev bearing generator                
| | - | ---------------------------------------------
| | ✓ | Lower
    maintenance: no oils, no lubricants
| | ✓ | Efficient
    at any output: no gearbox      
| | ✓ | Power
    electronics – power factor of 1    



8







There
are also different types of turbines utilized in the ORC systems. The Clean Cycle utilizes an integrated power module which runs
on magnetic bearings and its hermetically sealed into a single unit, eliminating the need for gear box, lubrication systems and
rotating seals and it’s more efficient than screw expanders.



Packaging





| | ✓ | Single
    part number (85% OF BOP)   
| | - | --------------------------------------
| | ✓ | Product,
    not a project            
| | ✓ | Same
    unit used on all heat sources
| | ✓ | Re-deployable
    and movable         
| | ✓ | Small
    footprint                   







20ft
ISO Containerized Stackable Solution



The
Clean Cycle containerized has been meticulously engineered to reliably produce power.



Clean
CycleTM generator and the Organic Rankine Cycle



The
Organic Rankine Cycle is a thermodynamic process where heat is transferred to a fluid at a constant pressure. The fluid inside
the generator is vaporized and then expanded in a vapor turbine that drives a turbine generator, producing electricity. The spent
vapor is condensed to liquid and recycled back through the cycle.



Its
applications include power generation from solar, geothermal and waste heat sources. According to an article in Distributed Energy,
a leading industry magazine, Organic Rankine Cycle systems are most useful for waste heat recovery. Waste heat recovery can be
applied to a variety of low- to medium temperature heat streams



Raw
Materials/Suppliers



Our
products are manufactured primarily from components available from multiple suppliers and to a lesser extend from custom fabricated
components available from various sources. We purchase our components from suppliers based on price and availability. Our significant
suppliers include Power House, Concise Instrument, and Grainger.



9











Patents



We
currently hold 16 patents in 6 countries and 28 pending applications in 8 countries, which were acquired from General Electric
International relating to our magnetic turbine technology.



Intellectual
Property



As
part of our asset acquisition from General Electric International we acquired an exclusive, irrevocable, sublicensable, limited
transferable, royalty free, fully paid, worldwide perpetual license to develop, improve and commercialize Calnetix’s magnetic
turbine in any Organic Rankine Cycle based application where heat is sourced from a reciprocating combustion engine of any type,
except marine vessels, any gas or steam turbine systems for electrical power generation applications or any type of biomass boiler
system.



Facilities



We
operate from a 20,000 sq-ft state of the art facility in Costa Mesa, California USA. We have in-house electro-mechanical assembly
and testing capabilities. Our products are compliant with American Society of Mechanical Engineers and are UL and CE approved.



Our
Services



Engineering.Our global engineering team supports the installation and maintenance of our Clean CycleTM generators, supports our technology
customers and innovative start-ups with a broad range of electrical, mechanical and software engineering services. CETY has assembled
a team of experts from around the globe to assist customers at any point in the design cycle. These services include design processes
from electrical, software, mechanical and Industrial design. Utilization of CETY’s design services will enable rapid market
entry for our customers and potential equity partners. Our systems have been designed to be more of a product than a project and
provide the solution providers greater flexibility.



Supply
Chain Management. CETY’s supply chain solution provides maximum flexibility and responsiveness through a collaborative
and strategic approach with our customers. CETY can assume supply chain responsibility from component sourcing through delivery
of finished product. CETY’s focus on the supply chain allows us to build internal and external systems and better our relationships
with our customers, which allows us to capitalize on our expertise to align with our partners and customer’s objectives
and integrate with their respective processes.



10







Sales
and Marketing



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



CETY
maintains an online presence through our web portal and social media. Our application engineers assist in converting the opportunities
into projects. We provide technical support to our Clean Cycle TM generator clients through providing maintenance and
product support.



Our
market focus is segmented by the engine heat recovery, biomass & Biogas plants, Landfills, Wastewater treatment plants and
boiler applications with excess heat.



Organic
Rankine Cycle systems are commonly used to generate power in geothermal , biomass, waste to energy plants, engine heat recovery
and more recently, in pipeline compressor heat recovery applications. In these, and other, ORC applications, electric generation
efficiencies range from around 8 percent with waste heat sources at 300 oF, to around 15 percent with waste heat sources
near 800 oF. There are also different types of turbines utilized in the ORC systems. The Clean Cycle utilizes an integrated
power module which runs on magnetic bearings and its hermetically sealed into a single unit, eliminating the need for gear box,
lubrication systems and rotating seals and it’s more efficient than screw expanders.



Power
generation from geothermal brines is the main field of application with 74.8% of all ORC installed capacity in the world, however
the total number of plant is relatively low with 337 installations as these applications require large investment and multi-MW
plants. As a result, only a few companies (ORMAT, Exergy, TAS and Turboden) have been active in this capital-intensive sector.
ORMAT is the indisputable leader in this field with more than 75% of installed capacity and plants, Exergy and TAS are following
with around 13% and 6% of the market respectively while Turboden has recently penetrated the geothermal market with about 2% of
the installed capacity.



Waste
heat recovery is an emerging field for ORC with an interesting potential for all unit sizes. All the big players are active on
the markets with medium – large size plants recovering heat from gas turbines, internal combustion engines or industrial
processes. Most of the other manufacturers are focused on small waste heat recovery applications with products ranging from 10
to 150 kWel. Waste Heat recovery applications cover 13.9% of the total market.

Biomass
applications represent a similar share at 11% and a considerable number of plants, Turboden is the main player on this market.



A
total of approximately 800 ORC units have been installed since 2000. Overall the combined ORC systems are estimated to grow at
a CAGR of 10% from 2019 to 2023 and the market is expected to grow to approximately $500M, based on a CAGR of 12% from 2019 to
2023.



Our
ORC Clean CycleTM II was designed by General Electric International and maintains its history and association with a major brand.
Our product is distinguished from its competitors by its magnetic bearing turbine technology offering lower maintenance and higher
efficiency of 14% for under 500kW applications with low to medium temperature requirements. We have more than 1,000,000 fleet
operating hours and 8 years of history in the field.



Employees



We
presently have approximately 12 employees, including production, program management, materials management, engineering, sales,
quality, and administrative and management personnel. We have never experienced work stoppages and we are not a party to any collective
bargaining agreement. We have one employee that works full time in CETY Europe and 1 full time employee in our Electronics Assembly
segment.



Government
Regulation



Our
operations are subject to certain foreign, federal, state and local regulatory requirements relating to environmental, waste management,
and health and safety matters. We believe we operate in substantial compliance with all applicable requirements. However, material
costs and liabilities may arise from these requirements or from new, modified or more stringent requirements. Material cost may
rise due to additional manufacturing cost of raw or made parts with the application of new regulations. Our liabilities may also
increase due to additional regulations imposed by foreign, federal, state and local regulatory requirements relating to environmental,
waste management, and health and safety matters. In addition, our past, current and future operations and those of businesses
we acquire, may give rise to claims of exposure by employees or the public or to other claims or liabilities relating to environmental,
waste management or health and safety concerns.



11







Our
markets can be positively or negatively impacted by the effects of governmental and regulatory matters. We are affected not only
by energy policy, laws, regulations and incentives of governments in the markets into which we sell, but also by rules, regulations
and costs imposed by utilities. Utility companies or governmental entities could place barriers on the installation of our product
or the interconnection of the product with the electric grid. Further, utility companies may charge additional fees to customers
who install on-site power generation, thereby reducing the electricity they take from the utility, or for having the capacity
to use power from the grid for back-up or standby purposes. These types of restrictions, fees or charges could hamper the ability
to install or effectively use our products or increase the cost to our potential customers for using our systems in the future.
This could make our systems less desirable, thereby adversely affecting our revenue and profitability potential. In addition,
utility rate reductions can make our products less competitive which would have a material adverse effect on our future operations.
These costs, incentives and rules are not always the same as those faced by technologies with which we compete. However, rules,
regulations, laws and incentives could also provide an advantage to our Heat Recovery Solutions as compared with competing technologies
if we are able to achieve required compliance at a lower cost when our Clean Cycle TM generators are commercialized.
Additionally, reduced emissions and higher fuel efficiency could help our future customers combat the effects of global warming.
Accordingly, we may benefit from increased government regulations that impose tighter emission and fuel efficiency standards.



Research
and Development



We
had no expenses in Research and Development costs during the years ended December 31, 2018 and 2019.



WHERE
YOU CAN GET ADDITIONAL INFORMATION



We
file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports
or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549.
You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access
these reports and other filings electronically on the SEC’s web site, www.sec.gov.



Item
1a. Risk Factors.



We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item. We reserve the right not to provide risk factors in our future filings. Our primary risk factors
and other considerations include:



RISKS
ABOUT OUR BUSINESS



OUR
INDEPENDENT ACCOUNTANTS HAVE ISSUED A GOING CONCERN OPINION AND IF WE CANNOT OBTAIN ADDITIONAL FINANCING AND/OR REDUCE OUR OPERATING
COSTS SUFFICIENTLY, WE MAY HAVE TO CURTAIL OPERATIONS AND MAY ULTIMATELY CEASE TO EXIST.



Going
Concern



The
financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of
assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’s deficit of
$5,252,478 and a working capital deficit of $6,785,689 and a net loss of $2,555,983 for the year ended December
31, 2019. The company also had an accumulated deficit of $14,215,718 as of December 31, 2019 and used $2,224,168
in net cash from operating activities for the year ended December 31, 2019. Therefore, there is substantial doubt about the ability
of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable
operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate
positive cash flow from operations.



12







WE
HAVE AN ACCUMULATED DEFICIT AND MAY INCUR ADDITIONAL LOSSES; THEREFORE, WE MAY NOT BE ABLE TO OBTAIN THE ADDITIONAL FINANCING
NEEDED FOR WORKING CAPITAL, CAPITAL EXPENDITURES AND TO MEET OUR DEBT SERVICE OBLIGATIONS.



As
of December 31, 2019, we had current liabilities of $8,929,141. Our debt could limit our ability to obtain additional financing
for working capital, capital expenditures, debt service requirements, or other purposes in the future, as needed; to plan for,
or react to, changes in technology and in our business and competition; and to react in the event of an economic downturn.



We
may not be able to meet our debt service obligations. If we are unable to generate sufficient cash flow or obtain funds for required
payments, or if we fail to comply with covenants in our revolving lines of credit, we will be in default.



WE
ARE IN DEFAULT IN OUR OBLIGATIONS TO OUR MAJOR CREDITORS



We
are currently in default on the payment of $1,200,000 . This is the balance of the purchase price pursuant to our asset purchase
agreement with General Electric International, due to a combination of our inability to raise sufficient capital as expected and
our belief that we are entitled to a reduction in purchase price we paid as reflected in the principal amount of the outstanding
note. In addition, we are in default in the amount of $972,233 in accrued transitional fees, we may use some of the proceeds to
settle this obligation.



We
are also in default of $187,285 payments of principal and interest on our notes payable to Cybernaut Zfounder Ventures.



We
are in discussions with both General Electric International and Cybernaut Zfounder Ventures.



Our
business, results of operations and financial condition may be adversely affected by public health epidemics, including the coronavirus
or COVID-19.



Our
business, results of operations and financial condition may be adversely affected if a public health epidemic, including the coronavirus
or COVID-19 interferes with the ability of us, our employees, workers, contractors, suppliers, customers and other business partners
to perform our and their respective responsibilities and obligations relative to the conduct of our business. We maintain offices
in HaiXi with employees and workers upon whom we rely to, among other things, identify sources of supply in China, conduct factory
inspections, place orders for merchandise, perform factory monitoring with respect to production, quality control and other requirements,
and arrange shipping. A public health epidemic, including the coronavirus, poses the risk that we or our employees, workers, contractors,
suppliers, customers and other business partners may be prevented from conducting business activities for an indefinite period
of time, including due to shutdowns that may be requested or mandated by governmental authorities. We face similar risks if a
public health epidemic, including the coronavirus, affects other geographic areas where our employees, workers, contractors, suppliers,
customers and other business partners are located.



IF
DEMAND FOR THE PRODUCTS AND SERVICES THAT THE COMPANY OFFERS SLOWS, OUR BUSINESS WOULD BE MATERIALLY AFFECTED.



Demand
for products which it intends to sell depends on many factors, including:



| | ● | the
    economy, and in periods of rapidly declining economic conditions, customers may defer purchases or may choose alternate products;                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                               
| | ● | the
    cost of oil, gas and solar energy;                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                               
| | ● | the
    competitive environment in the heat to power sectors may force us to reduce prices below our desired pricing level or increase
    promotional spending;                                                              
| |   |                                                                                                                                                                                                                               
| | ● | our
    ability to maintain efficient, timely and cost-effective production and delivery of the products and services; and,                                                                                                   
| |   |                                                                                                                                                                                                                               
| | ● | All
    of these factors could result in immediate and longer term declines in the demand for the products and services that we offer,
    which could adversely affect our sales, cash flows and overall financial condition.



13







WE
OPERATE IN A HIGHLY COMPETITIVE MARKET. IF WE DO NOT COMPETE EFFECTIVELY, OUR PROSPECTS, OPERATING RESULTS, AND FINANCIAL CONDITION
COULD BE ADVERSELY AFFECTED.



The
markets for our products and services are highly competitive, with companies offering a variety of competitive products and services.
We expect competition in our markets to intensify in the future as new and existing competitors introduce new or enhanced products
and services that are potentially more competitive than our products and services. We believe many of our competitors and potential
competitors have significant competitive advantages, including longer operating histories, ability to leverage their sales efforts
and marketing expenditures across a broader portfolio of products and services, larger and broader customer bases, more established
relationships with a larger number of suppliers, contract manufacturers, and channel partners, greater brand recognition, and
greater financial, research and development, marketing, distribution, and other resources than we do and the ability to offer
financing for projects. Our competitors and potential competitors may also be able to develop products or services that are equal
or superior to ours, achieve greater market acceptance of their products and services, and increase sales by utilizing different
distribution channels than we do. Some of our competitors may aggressively discount their products and services in order to gain
market share, which could result in pricing pressures, reduced profit margins, lost market share, or a failure to grow market
share for us. If we are not able to compete effectively against our current or potential competitors, our prospects, operating
results, and financial condition could be adversely affected.



WE
MAY LOSE OUT TO LARGER AND BETTER-ESTABLISHED COMPETITORS.



The
alternative power industry is intensely competitive. Most of our competitors have significantly greater financial, technical,
marketing and distribution resources as well as greater experience in the industry than we have. Our products may not be competitive
with other technologies, both existing at the current time and in the future. If this happens, our sales and revenues will decline,
or fail to develop at all. In addition, our current and potential competitors may establish cooperative relationships with larger
companies to gain access to greater development or marketing resources. Competition may result in price reductions, reduced gross
margins and loss of market share.



OUR
INTERNATIONAL OPERATIONS SUBJECT US TO RISKS, WHICH COULD ADVERSELY AFFECT OUR OPERATING RESULTS.



Our
international operations are exposed to the following risks, several of which are out of our control:

political
and economic instability, international terrorism and anti-American sentiment, particularly in emerging markets;



| | ● | preference
    for locally branded products, and laws and business practices favoring local competition;   
| | - | -----------------------------------------------------------------------------------------------------------
| | ● | unusual
    or burdensome foreign laws or regulations, and unexpected changes to those laws or regulations;
| | ● | |import
    and export license requirements, tariffs, taxes and other barriers;                            
| | ● | costs
    of customizing products for foreign countries;                                                   
| | ● | increased
    difficulty in managing inventory;                                                            
| | ● | less
    effective protection of intellectual property; and                                                
| | ● | difficulties
    and costs of staffing and managing foreign operations.                                    



Any
or all of these factors could adversely affect our ability to execute any geographic expansion strategies or have a material adverse
effect on our business and results of operations.



14







OUR
PRODUCTS MAY BE DISPLACED BY NEWER TECHNOLOGY.



The
alternative power industry is undergoing rapid and significant technological change. Third parties may succeed in developing or
marketing technologies and products that are more effective than those developed or marketed by us, or that would make our technology
obsolete or non-competitive. Accordingly, our success will depend, in part, on our ability to respond quickly to technological
changes. We may not have the resources to do this.



WE
MUST HIRE QUALIFIED ENGINEERING, DEVELOPMENT AND PROFESSIONAL SERVICES PERSONNEL.



We
cannot be certain that we can attract or retain a sufficient number of highly qualified mechanical engineers, industrial technology
and manufacturing process developers and professional services personnel. To deploy our products quickly and efficiently, and
effectively maintain and enhance them, we will require an increasing number of technology developers. We expect customers that
license our technology will typically engage our professional engineering staff to assist with support, training, consulting and
implementation. We believe that growth in sales depends on our ability to provide our customers with these services and to attract
and educate third-party consultants to provide similar services. As a result, we plan to hire professional services personnel
to meet these needs. New technical and professional services personnel will require training and education and it will take time
for them to reach full productivity. To meet our needs for engineers and professional services personnel, we also may use costlier
third-party contractors and consultants to supplement our own staff. Competition for qualified personnel is intense, particularly
because our technology is specialized and only a limited number of individuals have acquired the needed skills. Additionally,
we will rely on third-party implementation providers for these services. Our business may be harmed if we are unable to establish
and maintain relationships with third-party implementation providers.



WE
MAY BE ADVERSELY AFFECTED BY SHORTAGES OF REQUIRED COMPONENTS. IN ADDITION, WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS TO PROCURE
OUR PARTS FOR PRODUCTION WHICH IF AVAILABILITY OF PRODUCTS BECOMES COMPROMISED IT COULD ADD TO OUR COST OF GOODS SOLD AND AFFECT
OUR REVENUE GROWTH.



At
various times, there have been shortages of some of the components that we use, as a result of strong demand for those components
or problems experienced by suppliers. These unanticipated component shortages have resulted in curtailed production or delays
in production, which prevented us from making scheduled shipments to customers in the past and may do so in the future. Our inability
to make scheduled shipments could cause us to experience a reduction in our sales and an increase in our costs and could adversely
affect our relationship with existing customers as well as prospective customers. Component shortages may also increase our cost
of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products
to accommodate substitute components.



OUR
PRINCIPAL SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS, IN THE AGGREGATE, BENEFICIALLY OWN MORE THAN 50% OF OUR OUTSTANDING
COMMON STOCK AND THESE SHAREHOLDERS, IF ACTING TOGETHER, WILL BE ABLE TO EXERT SUBSTANTIAL INFLUENCE OVER ALL MATTERS REQUIRING
APPROVAL OF OUR SHAREHOLDERS.



Our
principal shareholders, directors and executive officers in the aggregate, beneficially own more than 50% our outstanding common
stock on a fully diluted basis. These shareholders, if acting together, will be able to exert substantial influence over all matters
requiring approval of our shareholders, including amendments to our Articles of Incorporation, fundamental corporate transactions
such as mergers, acquisitions, the sale of the company, and other matters involving the direction of our business and affairs
and specifically the ability to determine the members of our board of directors. (See “Security Ownership of Certain Beneficial
Owners and Managements”).



15







IF
WE LOSE KEY SENIOR MANAGEMENT PERSONNEL OUR BUSINESS COULD BE NEGATIVELY AFFECTED. FURTHER, WE WILL NEED TO RECRUIT AND RETAIN
ADDITIONAL SKILLED MANAGEMENT PERSONNEL AND IF WE ARE NOT ABLE TO DO SO, OUR BUSINESS AND OUR ABILITY TO CONTINUE TO GROW COULD
BE HARMED.



Our
success depends to a large extent upon the continued services of our executive officers. We could be seriously harmed by the loss
of any of our executive officers. In order to manage our growth, we will need to recruit and retain additional skilled management
personnel and if we are not able to do so, our business and our ability to continue to grow could be harmed. Although a number
of companies in our industry have implemented workforce reductions, there remains substantial competition for highly skilled employees.



WE
ARE SUBJECT TO ENVIRONMENTAL COMPLIANCE RISKS AND UNEXPECTED COSTS THAT WE MAY INCUR WITH RESPECT TO ENVIRONMENTAL MATTERS MAY
RESULT IN ADDITIONAL LOSS CONTINGENCIES, THE QUANTIFICATION OF WHICH CANNOT BE DETERMINED AT THIS TIME.



We
are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use,
storage, discharge and disposal of hazardous substances in the ordinary course of our manufacturing process. If more stringent
compliance or cleanup standards under environmental laws or regulations are imposed, or the results of future testing and analyses
at our current or former operating facilities indicate that we are responsible for the release of hazardous substances, we may
be subject to additional remediation liability. Further, additional environmental matters may arise in the future at sites where
no problem is currently known or at sites that we may acquire in the future. Currently unexpected costs that we may incur with
respect to environmental matters may result in additional loss contingencies, the quantification of which cannot be determined
at this time.



OUR
SALES AND CONTRACT FULFILLMENT CYCLES CAN BE LONG, UNPREDICTABLE AND VARY SEASONALLY, WHICH CAN CAUSE SIGNIFICANT VARIATION IN
REVENUES AND PROFITABILITY IN A PARTICULAR QUARTER.



The
timing of our sales and related customer contract fulfillment is difficult to predict. Many of our customers are large enterprises,
whose purchasing decisions, budget cycles and constraints and evaluation processes are unpredictable and out of our control. Further,
the timing of our sales is difficult to predict. The length of our sales cycle, from initial evaluation to payment for our products
and services, can range from several months to well over a year and can vary substantially from customer to customer. Our sales
efforts involve significant investment in resources in field sales, marketing and educating our customers about the use, technical
capabilities and benefits of our products and services. Customers often undertake a prolonged evaluation process. As a result,
it is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to
our existing customers. Large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or
have not occurred at all. In addition, the fulfillment of our customer contracts is partially dependent on other factors related
to our customers’ businesses that are not in our control. as with the sales cycle, this can also cause revenues and earnings
to fluctuate from quarter to quarter. If our sales and/or contract fulfillment cycles lengthen or our substantial upfront investments
do not result in sufficient revenue to justify our investments, our operating results could be adversely affected.



We
have experienced seasonal and end-of-quarter concentration of our transactions and variations in the number and size of transactions
that close in a particular quarter, which impacts our ability to grow revenue over the long term and plan and manage cash flows
and other aspects of our business and cost structure. Our transactions vary by quarter, with the fourth quarter typically being
our largest. If expectations for our business turn out to be inaccurate, our revenue growth may be adversely affected over time
and we may not be able to adjust our cost structure on a timely basis and our cash flows may suffer.



16







OUR
OPERATING MARGINS MAY DECLINE AS A RESULT OF INCREASING PRODUCT COSTS.



Our
business is subject to significant pressure on pricing and costs caused by many factors, including competition, the cost of components
used in our products, labor costs, constrained sourcing capacity, inflationary pressure, pressure from customers to reduce the
prices we charge for our products and services, and changes in consumer demand. Costs for the raw materials used in the manufacture
of our products are affected by, among other things, energy prices, consumer demand, fluctuations in commodity prices and currency,
and other factors that are generally unpredictable and beyond our control. Increases in the cost of raw materials used to manufacture
our products or in the cost of labor and other costs of doing business in the United States and internationally could have an
adverse effect on, among other things, the cost of our products, gross margins, operating results, financial condition, and cash
flows.



WE
MAY NEED TO RAISE ADDITIONAL CAPITAL REQUIRED TO GROW OUR BUSINESS, AND WE MAY NOT BE ABLE TO RAISE CAPITAL ON TERMS ACCEPTABLE
TO US OR AT ALL.



Growing
and operating our business will require significant cash outlays and capital expenditures and commitments. We have utilized cash
on hand and cash generated from operations as sources of liquidity. If cash on hand and cash generated from operations are not
sufficient to meet our cash requirements, we will need to seek additional capital, potentially through equity or debt financing,
to fund our growth. Our ability to access the credit and capital markets in the future as a source of liquidity, and the borrowing
costs associated with such financing, are dependent upon market conditions.



In
addition, any equity securities we issue, including any preferred stock, may be on terms that are dilutive or potentially dilutive
to our stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the offering
price per share of our Common Stock. The holders of any equity securities we issue, including any preferred stock, may also have
rights, preferences or privileges which are senior to those of existing holders of Common Stock. If new sources of financing are
required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available
funding, if any, which would harm our ability to grow our business.



NATURAL
DISASTERS AND OTHER CATASTROPHIC EVENTS BEYOND OUR CONTROL COULD ADVERSELY AFFECT OUR BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE.



The
occurrence of one or more natural disasters, such as fires, hurricanes, tornados, tsunamis, floods and earthquakes; geo-political
events, such as civil unrest in a country in which our suppliers are located or terrorist or military activities disrupting transportation,
communication or utility systems; or other highly disruptive events, such as nuclear accidents, pandemics, unusual weather conditions
or cyber-attacks, could adversely affect our operations and financial performance. Such events could result, among other things,
in operational disruptions, physical damage to or destruction or disruption of one or more of our properties or properties used
by third parties in connection with the supply of products or services to us, the lack of an adequate workforce in parts or all
of our operations and communications and transportation disruptions. These factors could also cause consumer confidence and spending
to decrease or result in increased volatility in the United States and global financial markets and economy. Such occurrences
could have a material adverse effect on us and could also have indirect consequences such as increases in the costs of insurance
if they result in significant loss of property or other insurable damage.



WE
HAVE ISSUED A SUBSTANTIAL AMOUNT OF CONVERTIBLE SECURITIES WHICH IF CONVERTED WILL SUBSTANTIALLY DILUTE ALL OF OUR STOCKHOLDERS.



We
have issued a substantial amount of convertible securities which, if converted, would result in substantial dilution to our stockholders.
As of the date of this Offing Circular we have outstanding the convertible notes, warrants and preferred stock as set forth below:



|Convertible
    Notes - and Approximate common share equivalents            |  |  | 448,006,839 | 
|--------------------------------------------------------------------------- |  |  | ----------- | 
|Convertible
    Preferred series D and approximate common share equivalents |  |  | 11,776,500  | 
|Warrants
    a and Common Stock equivalent’s                                |  |  | 174,250,000 | 
|Total
    Convertible Common Stock equivalents                              |  |  | 634,033,339 | 



MGW
Investments I Limited (“MGWI”) holds two notes, the interest and principal of which may be converted into shares of
our common stock at a fixed conversion price of $.003 per share which, at the time of this filing, equal approximately
59,700,333 shares and 360,141,667 shares respectively, or an aggregate of 419,842,000 shares. In addition, MGWI holds a warrant
to purchase 168,000,000 shares of our common stock. Calvin Pang, our director, is a beneficial owner of the securities held by
MGWI. We have also issued warrants to purchase 6,250,000 shares of our common stock to other investors and convertible notes to
other investors convertible into an additional 28,164,839 shares.



17







OUR
ISSUANCE OF ADDITIONAL CAPITAL STOCK IN CONNECTION WITH FINANCINGS, ACQUISITIONS, INVESTMENTS, OUR EQUITY INCENTIVE PLANS, OR
OTHERWISE WILL DILUTE ALL OTHER STOCKHOLDERS.



We
expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant
equity awards to employees, directors, and consultants under our equity incentive plans. We may also raise capital through equity
financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products,
or technologies, and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital
stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common
stock to decline.



WE
MAY MAKE ACQUISITIONS THAT ARE DILUTIVE TO EXISTING STOCKHOLDERS. IN ADDITION, OUR LIMITED EXPERIENCE IN ACQUIRING OTHER BUSINESSES,
PRODUCT LINES AND TECHNOLOGIES MAY MAKE IT DIFFICULT FOR US TO OVERCOME PROBLEMS ENCOUNTERED IN CONNECTION WITH ANY ACQUISITIONS
WE MAY UNDERTAKE.



We
intend to evaluate and explore strategic opportunities as they arise, including business combinations, strategic partnerships,
and the purchase, licensing or sale of assets. In connection with any such future transaction, we could issue dilutive equity
securities, incur substantial debt, reduce our cash reserves or assume contingent liabilities.



Our
experience in acquiring other businesses, product lines and technologies is limited. Our inability to overcome problems encountered
in connection with any acquisitions could divert the attention of management, utilize scarce corporate resources and otherwise
harm our business. Any potential future acquisitions also involve numerous risks, including:



| | ● | problems
    assimilating the purchased operations, technologies or products;                  
| | - | -----------------------------------------------------------------------------------------------
| | ● | costs
    associated with the acquisition;                                                     
| | ● | adverse
    effects on existing business relationships with suppliers and customers;           
| | ● | risks
    associated with entering markets in which we have no or limited prior experience;    
| | ● | potential
    loss of key employees of purchased organizations; and                            
| | ● | potential
    litigation arising from the acquired company’s operations before the acquisition.



Furthermore,
acquisitions may require material charges and could result in adverse tax consequences, substantial depreciation, deferred compensation
charges, in-process research and development charges, the amortization of amounts related to deferred compensation and identifiable
purchased intangible assets or impairment of goodwill, any of which could negatively affect our results of operations.



WE
MAY BE SUBJECT TO GOVERNMENT LAWS AND REGULATIONS PARTICULAR TO OUR OPERATIONS WITH WHICH WE MAY BE UNABLE TO COMPLY.



We
may not be able to comply with all current and future government regulations which are applicable to our business. Our business
operations are subject to all government regulations normally incident to conducting business (e.g., occupational safety and health
acts, workmen’s compensation statutes, unemployment insurance legislation, income tax, and social security laws and regulations,
environmental laws and regulations, consumer safety laws and regulations, etc.) as well as to governmental laws and regulations
applicable to small public companies and their capital formation efforts. Although we will make every effort to comply with applicable
laws and regulations, we can provide no assurance of our ability to do so, nor can we predict the effect of those regulations
on our proposed business activities. Our failure to comply with material regulatory requirements would likely have an adverse
effect on our ability to conduct our business and could result in our cessation of active business operations.



COMPLIANCE
WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC DISCLOSURE WILL RESULT IN ADDITIONAL EXPENSES.



Changing
laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002
and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated
with accessing the public markets and public reporting. Our management team will need to invest significant management time and
financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general
and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance
activities.



18







OUR
REVENUE GROWTH RATE DEPENDS PRIMARILY ON OUR ABILITY TO EXECUTE OUR BUSINESS PLAN.



We
may not be able to identify and maintain the necessary relationships within our industry. Our ability to execute our business
plan also depends on other factors, including the ability to:



1.
Negotiate and maintain contracts and agreements with acceptable terms;

2.
Hire and train qualified personnel;

3.
Maintain marketing and development costs at affordable rates; and,

4.
Maintain an affordable labor force.



OUR
OPERATING RESULTS AND SHARE PRICE MAY BE VOLATILE AND THE MARKET PRICE OF OUR COMMON STOCK AFTER THIS OFFERING MAY DROP BELOW
THE PRICE YOU PAY.



Our
quarterly operating results have in the past fluctuated and are likely to do so in the future. As a result, the trading price
of the shares of our common stock following this offering is likely to be highly volatile and could be subject to wide fluctuations
in response to various factors, some of which are beyond our control. In addition to the factors discussed in this “Risk
Factors” section and elsewhere in this Offering Circular, these factors include:



| | ● | the
    success of competitive products or technologies;                                                                                              
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | actual
    or anticipated changes in our growth rate relative to our competitors;                                                                     
| | ● | announcements
    by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;
| | ● | regulatory
    or legal developments in the United States and other countries;                                                                        



19







| | ● | the
    recruitment or departure of key personnel;                                                                                      
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| | ● | the
    level of expenses;                                                                                                              
| | ● | changes
    in our backlog in a given period;                                                                                           
| | ● | actual
    or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;
| | ● | variations
    in our financial results or those of companies that are perceived to be similar to us;                                   
| | ● | fluctuations
    in the valuation of companies perceived by investors to be comparable to us;                                           
| | ● | inconsistent
    trading volume levels of our shares;                                                                                   
| | ● | announcement
    or expectation of additional financing efforts;                                                                        
| | ● | sales
    of our common stock by us, our insiders or our other stockholders;                                                            
| | ● | market
    conditions in the clean energy sector; and                                                                                   
| | ● | general
    economic, industry and market conditions.                                                                                   



These
and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our
shares to fluctuate substantially. While we believe that operating results for any particular quarter are not necessarily a meaningful
indication of future results, fluctuations in our quarterly operating results could limit or prevent investors from readily selling
their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, the stock market in
general, and companies in our markets in particular, have experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively
affect the market price of our common stock, regardless of our actual operating performance. The realization of any of these risks
or any of a broad range of other risks, including those described in these “Risk Factors,” could have a dramatic and
material adverse impact on the market price of the shares of our common stock.



WE
MAY BE SUBJECT TO SECURITIES LITIGATION, WHICH IS EXPENSIVE AND COULD DIVERT MANAGEMENT ATTENTION.



The
market price of the shares of our common stock may be volatile, and in the past companies that have experienced volatility in
the market price of their securities have been subject to securities class action litigation. We may be the target of this type
of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s
attention from other business concerns, which could seriously harm our business.



Item
1B. Unresolved Staff Comments.



None.



Item
2. Properties.



Our
corporate headquarters are located at 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2016, the Company signed a lease agreement
for a 18,200-square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2017. In October
of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party
with a 60 day notice for 1,000 Euro per month. Due to the short termination clause, we are treating this as a month to month lease.
Future minimum lease payments for the years ending December 31, are:



|Year |  | Lease
    Payment |        
|---- |  | ----------------- | -------
|2020 |  | $                 | 241,884
|2021 |  | $                 | 249,132
|2022 |  | $                 | 256,608
|2023 |  | $                 | 44,052 



Our
lease expense for the years ended December 31, 2019 and 2018 was $305,883 and $280,239, respectively, which
also included common area maintenance.



20







Item
3. Legal Proceedings.





From
time to time we may be party to litigation matters occurring in the ordinary course of our business. As of the date of this Annual
Report, however, there are no material pending legal or governmental proceedings relating to our Company to which we are a party,
and to our knowledge there are no material proceedings to which any of our directors, executive officers or affiliates are a party
adverse to us or which have a material interest adverse to us.



Item
4. Mine Safety Disclosures



Not
Applicable.



PART
II



Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Bid
and ask quotations for our common shares are routinely submitted by registered broker dealers who are members of the National
Association of Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These quotations reflect inner-dealer
prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid information
for our shares for each quarter for the last two years, so far as information is reported, through the quarter ended December
31, 2019, as reported by the OTC Markets, are as follows:



|2018 FISCAL YEAR |  | High |        |  | Low |  
|---------------- |  | ---- | ------ |  | --- | -
|First Quarter    |  | $    | 0.019  |  |     | $
|Second Quarter   |  | $    | 0.035  |  |     | $
|Third Quarter    |  | $    | 0.019  |  |     | $
|Fourth Quarter   |  | $    | 0.0159 |  |     | $



|2019
    FISCAL YEAR |  | High |       |  | Low |  
|-------------------- |  | ---- | ----- |  | --- | -
|First Quarter        |  | $    | 0.15  |  |     | $
|Second Quarter       |  | $    | 0.03  |  |     | $
|Third Quarter        |  | $    | 0.032 |  |     | $
|Fourth Quarter       |  | $    | 0.028 |  |     | $



Record
Holders



As
of May 14, 2020, there were 762,130,989 shares of the registrant’s $0.001 par value common stock issued and
outstanding and were owned by approximately 1,800 holders of record, based on information provided by our transfer agent.



Dividend
Policy



We
have never declared a cash dividend on our common stock and our Board of Directors does not anticipate that we will pay cash dividends
in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors
and will depend upon our financial condition, operating results, capital requirements, restrictions contained in our agreements
and other factors which our Board of Directors deems relevant.



21







Recent
Sales of Unregistered Securities



For
the years ended December 31, 2017 and 2018 we issued the following securities without registration under the Securities Act of
1933, as amended. These securities were issued on the reliance of an exemption provided by Section 4(2) of the Securities Act.



On
February 13, 2018, Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”)
entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited
(“MGWI”) and the Corporation. The Corporation received $907,377 in exchange for the issuance of 302,462,667 restricted
shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”), as disclosed on form
8K on February 15, 2018.



From
January 1 through September 30, 2018 we issued 26,054,672 for partial conversions of our convertible notes. We also issued 13,800,000
shares for additional compensation and 1,500,000 for consulting services.





On
October 9, 2018 we issued 884,195 shares at a purchase price of .04 per share for payment of an accounts payable
in the amount of $35,367.





Subsequently
on February 13, 2019 we issued 20,000,000 at a purchase price of $.0131 per share to Kambiz Mahdi our CEO as additional
compensation accrued for in 2018 in the amount of $262,000.



February
13, 2019, we entered into a convertible note payable for $138,000, with a maturity date of February 13, 2020, which accrues interest
at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent
(65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading
Days immediately preceding the date of conversion. This Note was paid in full on August 12, 2019.



On
April 9, 2019 we entered into a convertible note payable for $53,000, with a maturity date of April 9, 2020, which accrues interest
at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent
(65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading
Days immediately preceding the date of conversion. Subsequently that note was paid in full on October 10, 2019



On
May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a
“Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $1,999,200,
or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”)
and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock will be issued to MGWI at such
time as the Company increases the number of shares of its authorized Common Stock. The Warrant is exercisable at $.04 per share
of Common Stock and expires one year from the date of the Agreement. The shares were issued on August 15, 2019.



On
June 10, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000
in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of
Common Stock and expires one year from the date of the Agreement.



On
July 19, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000
in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of
Common Stock and expires one year from the date of the Agreement.



On
September 19, 2019 we entered into a stock purchase agreement for 250,000 units at a purchase price of $.02 a unit for an aggregate
price of $5,000 to an accredited investor a private sale. Each unit consist of one share of common stock and one warrant to purchase
one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. The
shares were included in the shares to be issued as of September 30, 2019 and were subsequently issued on October 15, 2019.



On
October 30, 2019 we entered into a convertible note payable for $103,000, with a maturity date of October 30, 2020, which accrues
interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five
percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen
(15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential
conversion into common stock



22







On
December 5, 2019 we issued 5,000,000 units at a purchase price of $.015 per unit for an aggregate price of $75,000 to an accredited
investor in a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock
exercisable at $.04 per share.



These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given
adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising.
We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted
stock.



On
January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in full of
a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result we recognized a gain in the amount of
$22,221 in the 1st quarter of 2020.



On
February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of
800 shares of our Series D Preferred Stock.



Item
6. Selected Financial Data.



We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item. We reserve the right not to provide the Selected Financial Data in our future filings.



Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.



You
should read this section together with our consolidated financial statements and related notes thereto included elsewhere in this
report.



FORWARD-LOOKING
STATEMENTS



This
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking
statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the
use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed,
or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should
consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although
we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed
in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for
any reason.



Description
of the Company



We
were incorporated in California in July 1995 under the name Probe Manufacturing Industries, Inc. We redomiciled to Nevada in April
2005 under the name Probe Manufacturing, Inc. We provided contract manufacturing electronics services to original equipment manufacturers
(OEMs) of industrial, automotive, semiconductor, medical, communication, military, and high technology products.



23







With
the vision to combat climate change and creating a better, cleaner and environmentally sustainable future, we formed Clean Energy
HRS, LLC a wholly owned subsidiary of Clean Energy Technologies, Inc. and acquired the assets of Heat Recovery Solutions from
General Electric International on September 11, 2015. In November 2015, we changed our name to Clean Energy Technologies, Inc.
Our principal executive offices are located at 2990 Redhill Avenue, Costa Mesa, CA 92626. We have 12 full time employees. All
employees and overhead are shared between Clean Energy Technologies, Inc. (which still provides the contract electronic manufacturing
services) and Clean Energy HRS, LLC.



Clean
Energy Technologies, Inc. established a new company CETY Europe, SRL (Cety Europe) as a wholly owned subsidiary. Cety Europe is
a Sales and Service Center in Silea (Treviso), Italy established in 2017. The service center became operational in November 2018.
Their offices are located at Alzaia Sul Sile, 26D, 31057 Silea (TV) and the have 1 full time employee.



The
Company has three reportable segments: Clean Energy HRS (HRS), Cety Europe and the legacy electronic contract manufacturing services
(Electronic Assembly) division.



Business
Overview



General



The
Company’s business and operating results are directly affected by changes in overall customer demand, operational costs
and performance and leverage of our fixed cost and selling, general and administrative (“SG&A”) infrastructure.



Product
sales fluctuate in response to several factors including many that are beyond the Company’s control, such as general economic
conditions, interest rates, government regulations, consumer spending, labor availability, and our customers’ production
rates and inventory levels. Product sales consist of demand from customers in many different markets with different levels of
cyclicality and seasonality.



Operating
performance is dependent on the Company’s ability to manage changes in input costs for items such as raw materials, labor,
and overhead operating costs. Performance is also affected by manufacturing efficiencies, including items such as on time delivery,
quality, scrap, and productivity. Market factors of supply and demand can impact operating costs



In
December 2019, a novel strain of coronavirus (COVID-19) was reported in Wuhan, China and has spread throughout the United States
and the rest of the world. The World Health Organization has declared the outbreak to constitute a “Public Health Emergency
of International Concern.” This contagious disease outbreak, which has not been contained, and is disrupting supply chains
and affecting production and sales across a range of industries in United States and other companies as a result of quarantines,
facility closures, and travel and logistics restrictions in connection with the outbreak, as well as the worldwide adverse effect
to workforces, economies and financial markets, leading to a global economic downturn. Therefore, the Company expects this matter
to negatively impact its operating results. However, the related financial impact and duration cannot be reasonably estimated
at this time.



Clean
Energy HRS (HRS)



We
design, build and deliver power from industrial heating systems and biomass sources to produce environmentally friendly energy
at competitive prices using our Clean CycleTM heat generators acquired from General Electric International. Our initial
principal product is the Clean CycleTMheat generator, offered through our wholly owned subsidiary Heat Recovery Solutions,
(HRS). The Clean CycleTM generator captures waste heat from a variety of sources and turns it into electricity. By
using our Clean CycleTM generator commercial and industrial heat generators boost their overall energy efficiency and
the savings created provide our customers with a fast return on their investment. The Clean CycleTM saves fuel, reduces
pollution and requires very little maintenance. Please see a more detailed discussion of the products and services in the Clean
Energy HRS Products and services overview business overview below.



24







Cety
Europe



CETY
Europe Sales and Service Center is the Sales, warranty and service company for CETY’s Clean CycleTM Heat Recovery Solutions
(HRS) and includes a 24/7 Call Center, support Field Service Personnel, including remote access to the Waste Heat Generators and
inventory spare parts to support the currently commissioned 65 Clean CycleTM installations in Europe. The service center also
provides support services for new European sales. CETY has identified substantial unmet market needs in many European countries
including the United Kingdom, Germany, Italy, Ukraine, Croatia, Slovakia, Slovenia, Austria, Belarus and the Czech Republic. Cety
Europe will sell and distribute the Clean CycleTM Waste Heat Generators and replacement parts from the Clean Energy HRS line of
products. The CETY Europe Sales and Service Center will be well suited to handle any warranty and/or service issues, as well as
sell and distribute the Clean energy HRS line of products. Cety Europe has 1 employee.



Engineering
and Manufacturing



The
Engineering and Manufacturing business was our core legacy business until we acquired the Heat Recovery Solutions technology and
business assets from GE. We consolidated the Probe Manufacturing , now named Clean Energy Technologies, Inc with the Clean Energy
HRS, LLC. in order to support a few legacy electronics assembly customers and support the electronics manufacturing portion of
our newly acquired technology from General Electric by Clean Energy HRS, LLC. Although this is not our core focus nor do we intend
to grow this segment, we still derive a revenue stream to help offset a portion of the overhead. This segment provides contract
manufacturing services of electronic printed circuit board assemblies to customers in the medical and aerospace industries. The
services provided are contract in nature and are built the customers specification. They supply the design and component specifications.
We purchase the components and solder the components to the bare printed circuit boards.



Summary
of Operating Results for the Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018



Going
Concern



The
financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of
assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’s deficit of
$5,252,478 and a working capital deficit of $6,785,689 and a net loss of $2,555,983 for the year ended December 31, 2019. The
company also had an accumulated deficit of $14,215,718 as of December 31, 2019 and used $2,224,168 in net cash from operating
activities for the year ended December 31, 2019. Therefore, there is substantial doubt about the ability of the Company to continue
as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still
dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from
operations.



For
the year ended December 31, 2019, we had a net loss of $2,555,983 compared to a net loss of $2,810,017 for the same period
in 2018. The decrease in the net loss in 2019 was mainly due to the decrease in share based expense of interest and financing
fees associated with the convertible debt and lines of credit. For the year ended December 31, 2019, our revenue was $1,610,008
compared to $1,331,171 for the same period in 2018. For the year ended December 31, 2019, our cost of goods sold was 59% compared
to 61% for the same period in 2018, mainly due to the decrease in material cost. For the twelve months ended December 31, 2019,
our gross margin was 41% compared to 39% for the same period in 2018. For the twelve months ended December 31, 2019, our operating
expense was $2,111,835 compared to $2,044,392 for the same period in 2018. For the year ended December 31, 2019, we had
a net loss from operations of $1,454,609 compared to $1,523,710 for the same period in 2018. Our total stockholder’s
equity decreased by $456,784 resulting in shareholder deficit of $5,252,478 as of December 31, 2019. As of December
31, 2019, we had a working capital deficit of $6,785,689 compared to working capital deficit of $6,170,618 as of December
31,2018.



See
note 2 to the notes to the financial statements for a discussion on critical accounting policies



25







RELATED
PARTY TRANSACTIONS



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



Results
for the Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018



Net
Sales



For
the year ended December 31, 2019, our total revenue was $1,610,008 compared to $1,331,171 for the same period in 2018. The Company
has three reportable segments: Clean Energy HRS (HRS), Cety Europe and the legacy electronic contract manufacturing services division
(Electronic Assembly).



Segment
breakdown





For
the year ended December 31, 2019,our revenue from Engineering
and Manufacturing was $513,919 compared to $567,417 for the same period in 2018. The decrease was not material.



For
the year ended December 31, 2019,our revenue
from HRS was $998,625 compared to $752,783 for the same period in 2018. The increase in revenue from the HRS segment was
mainly due to an increase in the price of the 2 units shipped in 2019 vs. the 2 units shipped in 2018.



For
the year ended December 31, 2019, our revenue from Cety Europe was $83,194 compared to $10,971 for the same period in 2018. The
increase in revenue was mainly due to support of a broader range of customer



Gross
Profit



For
the year ended December 31, 2019, our gross profits increased to $657,226 (41%) from
$520,682 (39%) for the same period in 2018. Our gross profits could vary from period to period and is affected by a number of
factors, including, production and supply change efficiencies, material costs, and logistics..



Segment
breakdown



For
the year ended December 31, 2019,our gross profit
from Engineering and Manufacturing was $150,741 compared to $56,231 for the same period in 2018. This increase from the Electronic
Assembly Segment was mainly due increase in demand from existing customers.



For
the year ended December 31, 2019,our gross profit
from HRS was $414,175 compared to $457,978 for the same period in 2018. The decrease from the HRS segment was mainly due
to lower cost of materials in 2018 as a result of the purchase price allocation of the inventory purchased from GE.



For
the year ended December 31, 2019,our gross profit
from Cety Europe was $78,040 compared to $6,473 for the same period in 2018. The increase was due to the increase in revenue in
2019.



Selling,
General and Administrative (SG&A) Expenses



For
the year ended December 31, 2019, our SG&A expense was $382,871 compared
to $232,571 for the same period in 2018. This increase was mainly due to increase in contractor expense and expenses associated
with the commissioning of the Marshal Island installation acquired from GE.



Salaries
Expense



For
the year ended December 31, 2019, our Salaries expense was $802,951 compared to $740,146
for the same period in 2018.



Facility
Lease Expense



For
the year ended December 31, 2019, our Facility Lease expense was $305,883
compared to $280,239 for the same period in 2018. This increase was due to the increase in our Costa Mesa facility Lease.



26







Bad
Debt Expense



For
the year ended December 31, 2019, our bad debt expense was $128,463 compared to $50,000
for the same period in 2018. This increase was mainly due to increase a bad debt write off $103,463 and an increase in reserve
for bad debt of $25,000.



Depreciation
and Amortization Expense



For
the year ended December 31, 2019, our depreciation and amortizstion expense was $41,437
compared to $52,444 for the same period in 2018, which remained relatively unchanged.



Professional
fees Expense



For
the year ended December 31, 2019, our Professional fees expense was $130,709 compared
to $142,234 for the same period in 2018. The decrease was mainly due to the decrease in our legal fees related to the transaction
with the Confections Ventures Limited and MGW Investments transaction



Consulting
Expense



For
the year ended December 31, 2019, our Consulting expense was $73,443 compared to
$79,084 for the same period in 2018, which remained relatively unchanged.



Share
Based Expense



For
the year ended December 31, 2019, our share-based expense was $0 compared to $353,140
for the same period in 2018. This was mainly due to the shares granted to Kambiz Mahdi our CEO in the amount of $310,760. Additional
shares were issued to others for consulting services in the amount of $42,380.



Net
(Loss) from operations



For
the year ended December 31, 2019,our net loss
from operations was $1,454,609 compared to net loss from operations of $1,523,710 for the same period in 2018. This decrease
was primarily due to the higher revenues in 2019 and higher efficiency.



Change
in Derivative Liability



For
the year ended December 31, 2019, we had a gain on derivative liability of $216,269 compared to $116,259 for the same period in
2018.



Gain
on Disposition of Assets



For
the year ended December 31, 2019 we recognized a gain on disposition of assets in the amount of $0 compared to $2,389 for the
year ended December 31, 2018.



Interest
and Finance Fees



For
the year ended December 31, 2019 interest and finance fees were $1,317,643 compared to $1,404,955 for the same period in
2018. The decrease was mainly due to the decrease in the amortization of the debt discount derived from the beneficial conversion
features.



Net
Income / Loss



For
the year ended December 31, 2019,our net loss
was $2,555,983 compared to net loss of $2,810,017 for the same period in 2018. This decrease was primarily due to the higher
revenues in 2019, higher efficiencies and lower interest expense.



Liquidity
and Capital Resources



Clean
Energy Technologies, Inc.

Condensed
Consolidated Statements of Cash Flows

For
the years ended December 31,



|                                                         |  | 2019 |            |   | 2018 | 
|-------------------------------------------------------- |  | ---- | ---------- | - | ---- | 
|Net Cash provided / (Used)
    In Operating Activities   |  |      | (2,224,168 | ) |      | 
|Cash Flows Used In Investing Activities                  |  |      | (8,000     | ) |      | 
|Cash Flows Provided / (used) By Financing
    Activities |  |      | 2,233,118  |   |      | 
|Net (Decrease) Increase in Cash and
    Cash Equivalents |  |      | 950        |   |      | 



27







Capital
Requirements for long-term Obligations



None.



Critical
Accounting Policies



Our
financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods.



We
regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of
these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical
experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable
under the facts and circumstances. Actual results could differ from those estimates made by management.



Future
Financing



We
will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional
sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.



Off-balance
Sheet Arrangement



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



Contractual
Obligations



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



Recently
Issued Accounting Pronouncements



The
Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact
on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on its financial position or results of operations other
than those disclosed in note 2.



Item
7a. Quantitative and Qualitative Disclosures about Market Risk.



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



28







Item
8. Financial Statements and Supplemental Data.



CLEAN
ENERGY TECHNOLOGIES, INC.

CONSOLIDATED
FINANCIAL STATEMENTS



DECEMBER
31, 2019

FINANCIAL
STATEMENT TABLE OF CONTENTS





|                                                                                                  | Page
|------------------------------------------------------------------------------------------------- | ----
|Report
    of independent registered public accounting firm                                       | 30  
|Consolidated
    Balance Sheets as of December 31, 2019 and 2018                                  | 31  
|Consolidated
    Statements of Operations for the years ended December 31, 2019 and 2018          | 32  
|Consolidated
    Statements of Stockholders Equity for the years ended December 31, 2019 and 2018 | 33  
|Consolidated
    Statements of Cash flows for the years ended December 31, 2019 and 2018          | 34  
|Footnotes
    to the Consolidated Financial Statements                                            | 35  



29







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors and Shareholders of Clean Energy Technologies Inc.



Opinion
on the Financial Statements



We
have audited the accompanying consolidated balance sheets of Clean Energy Technologies Inc. and subsidiaries (“the Company”)
as of December 31, 2019 and 2018, and the related consolidated statements of operations, stockholders’ equity and cash flows
for each of the years ended December 31, 2019 and 2018, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years ended December 31, 2019
and 2018, in conformity with accounting principles generally accepted in the United States of America.



Going
Concern



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has a significant accumulated deficit, net losses, and negative working capital
and has utilized significant net cash in operations. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.



We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.



Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.







We
have served as the Company’s auditor since 2015.



Spokane,
Washington

May
27, 2020





30







Clean
Energy Technologies, Inc.

Consolidated
Balance Sheets



|                                                                                                                                           |  | (audited)             |             |   | (audited)             |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------- | ----------- | - | --------------------- | -
|                                                                                                                                           |  | December
    31, 2019 |             |   | December
    31, 2018 |  
|Assets                                                                                                                                     |  |                       |             |   |                       |  
|Current Assets:                                                                                                                            |  |                       |             |   |                       |  
|Cash                                                                                                                                       |  | $                     | 7,406       |   |                       | $
|Accounts receivable
    - net                                                                                                              |  |                       | 1,288,258   |   |                       |  
|Lease asset                                                                                                                                |  |                       | 217,584     |   |                       |  
|Inventory                                                                                                                                  |  |                       | 630,204     |   |                       |  
|Total
    Current Assets                                                                                                                   |  |                       | 2,143,452   |   |                       |  
|Property
    and Equipment - Net                                                                                                           |  |                       | 74,467      |   |                       |  
|                                                                                                                                           |  |                       |             |   |                       |  
|Goodwill                                                                                                                                   |  |                       | 747,976     |   |                       |  
|License                                                                                                                                    |  |                       | 354,322     |   |                       |  
|Patents                                                                                                                                    |  |                       | 139,322     |   |                       |  
|Right of use
    asset - long term                                                                                                         |  |                       | 822,284     |   |                       |  
|Other
    Assets                                                                                                                           |  |                       | 25,400      |   |                       |  
|Total
    Non Current assets                                                                                                               |  |                       | 2,163,71    |   |                       |  
|Total
    Assets                                                                                                                           |  | $                     | 4,307,223   |   |                       | $
|                                                                                                                                           |  |                       |             |   |                       |  
|Liabilities and
    Stockholders’ (Deficit)                                                                                                |  |                       |             |   |                       |  
|Current Liabilities:                                                                                                                       |  |                       |             |   |                       |  
|Bank Overdraft                                                                                                                             |  | $                     | 1,480       |   |                       | $
|Accounts payable
    - trade                                                                                                               |  |                       | 1,464,363   |   |                       |  
|Accrued Expenses                                                                                                                           |  |                       | 1,822,113   |   |                       |  
|Accrued Expenses
    Related party                                                                                                         |  |                       | 322,545     |   |                       |  
|Customer Deposits                                                                                                                          |  |                       | 309,230     |   |                       |  
|Warranty Liability                                                                                                                         |  |                       | 100,000     |   |                       |  
|Deferred Revenue                                                                                                                           |  |                       | 47,750      |   |                       |  
|Derivative Liability                                                                                                                       |  |                       | 320,794     |   |                       |  
|Lease Liability
    - current                                                                                                              |  |                       | 201,297     |   |                       |  
|Notes Payable
    - Current (net of note discount of 80,647 and 78.907 respectively)                                                       |  |                       | 3,133,199   |   |                       |  
|Notes
    Payable - Current - Related Party (net of  note discount of 29,227 and respectively 298,116                                      |  |                       | 1,206,370   |   |                       |  
|Total
    Current Liabilities                                                                                                              |  |                       | 8,929,141   |   |                       |  
|Long-Term Liabilities:                                                                                                                     |  |                       |             |   |                       |  
|Lease
    Liability - long term                                                                                                            |  |                       | 630,560     |   |                       |  
|Net
    Long-Term Liabilities                                                                                                              |  |                       | 630,560     |   |                       |  
|Total
    Liabilities                                                                                                                      |  |                       | 9,559,701   |   |                       |  
|                                                                                                                                           |  |                       |             |   |                       |  
|Commitments
    and contingencies                                                                                                          |  | $                     | -           |   |                       | $
|                                                                                                                                           |  |                       |             |   |                       |  
|Stockholders’
    (Deficit)                                                                                                                |  |                       |             |   |                       |  
|Preferred D stock,
    stated value $100 per share; 20,000 shares authorized; 6,500 and 7,500 outstanding respectively                     |  |                       | 650,000     |   |                       |  
|Common stock,
    $.001 par value; 2,000,000,000 shares authorized; 753,907,656 and 555,582,656 shares issued and outstanding respectively |  |                       | 753,909     |   |                       |  
|Shares to be
    issued                                                                                                                    |  |                       | -           |   |                       |  
|Additional paid-in
    capital                                                                                                             |  |                       | 7,559,331   |   |                       |  
|Accumulated
    deficit                                                                                                                    |  |                       | (14,215,718 | ) |                       |  
|Total
    Stockholders’ (Deficit)                                                                                                          |  |                       | (5,252,478  | ) |                       |  
|Total
    Liabilities and Stockholders’ Deficit                                                                                            |  | $                     | 4,307,223   |   |                       | $



The
accompanying footnotes are an integral part of these financial statements



31







Clean
Energy Technologies, Inc.

Consolidated
Statement of Operations

For
the years ended December 31,



|                                                                           |  | 2019 |             |   | 2018 |  
|-------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|Sales                                                                      |  | $    | 1,610,008   |   |      | $
|Cost of Goods
    Sold                                                     |  |      | 952,782     |   |      |  
|Gross Profit                                                               |  |      | 657,226     |   |      |  
|                                                                           |  |      |             |   |      |  
|General and Administrative                                                 |  |      |             |   |      |  
|General and Administrative
    expense                                     |  |      | 382,871     |   |      |  
|Salaries                                                                   |  |      | 802,951     |   |      |  
|Professional fees                                                          |  |      | 130,709     |   |      |  
|Travel                                                                     |  |      | 246,078     |   |      |  
|Consulting                                                                 |  |      | 73,443      |   |      |  
|Bad Debt Expense                                                           |  |      | 128,463     |   |      |  
|Facility lease                                                             |  |      | 305,883     |   |      |  
|Depreciation                                                               |  |      | 41,437      |   |      |  
|Share Based
    Expense                                                    |  |      | -           |   |      |  
|Total Expenses                                                             |  |      | 2,111,835   |   |      |  
|Net Profit /
    (Loss) From Operations                                    |  |      | (1,454,609  | ) |      |  
|                                                                           |  |      |             |   |      |  
|Change in derivative liability                                             |  |      | 216,269     |   |      |  
|Gain / (Loss) on disposition of assets                                     |  |      |             |   |      |  
|Interest and
    Financing fees                                            |  |      | (1,317,643  | ) |      |  
|Net Profit /
    (Loss) Before Income Taxes                                |  |      | (2,555,983  | ) |      |  
|Income Tax Expense                                                         |  |      | -           |   |      |  
|Net Profit /
    (Loss)                                                    |  | $    | (2,555,983  | ) |      | $
|                                                                           |  |      |             |   |      |  
|Per Share Information:                                                     |  |      |             |   |      |  
|Basic and diluted weighted average number
    of common shares outstanding |  |      | 641,349,437 |   |      |  
|                                                                           |  |      |             |   |      |  
|Net Profit /
    (Loss) per common share basic and diluted                 |  | $    | (0.00       | ) |      | $



The
accompanying footnotes are an integral part of these financial statements



32







Clean
Energy Technologies, Inc.

Consolidated
Statement of Stockholders Equity

December
31, 2019



|                                                 |  | Common
    Stock .001 Par |             |  | Preferred
    Stock |   |         | Common
    Stock to be issued |  |   | Additional
    Paid in |   |  | Accumulated |         |   | Stockholders’
    Deficit |  
|------------------------------------------------ |  | ------------------------- | ----------- |  | ------------------- | - | ------- | ----------------------------- |  | - | ---------------------- | - |  | ----------- | ------- | - | ------------------------- | -
|Description                                      |  | Shares                    |             |  | Amount              |   |         | Shares                        |  |   | Amount                 |   |  | Amount      |         |   | Capital                   |  
|December
    31, 2017                            |  |                           | 210,881,122 |  |                     | $ | 210,883 |                               |  | $ | 7,500                  |   |  | $           | 750,000 |   |                           | $
|                                                 |  |                           |             |  |                     |   |         |                               |  |   |                        |   |  |             |         |   |                           |  
|Shares to be issued                              |  |                           | 4,000,000   |  |                     |   | 4,000   |                               |  |   | -                      |   |  |             | -       |   |                           |  
|Shares Issued for Note
    conversion            |  |                           | 22,938,867  |  |                     |   | 22,939  |                               |  |   | -                      |   |  |             | -       |   |                           |  
|Shares issued for Services                       |  |                           | 13,800,000  |  |                     |   | 13,800  |                               |  |   | -                      |   |  |             | -       |   |                           |  
|Shares issued for cash                           |  |                           | 302,462,667 |  |                     |   | 302,463 |                               |  |   | -                      |   |  |             | -       |   |                           |  
|BCF on notes payable                             |  |                           | -           |  |                     |   | -       |                               |  |   | -                      |   |  |             | -       |   |                           |  
|Shares issued for services                       |  |                           | 1,500,000   |  |                     |   | 1,500   |                               |  |   | -                      |   |  |             | -       |   |                           |  
|Shares to be issued
    for compensation         |  |                           | -           |  |                     |   | -       |                               |  |   | -                      |   |  |             | -       |   |                           |  
|Net
    Loss                                     |  |                           | -           |  |                     |   | -       |                               |  |   | -                      |   |  |             | -       |   |                           |  
|December
    31, 2018                            |  |                           | 555,582,656 |  |                     | $ | 555,585 |                               |  | $ | 7,500                  |   |  | $           | 750,000 |   |                           | $
|                                                 |  |                           |             |  |                     |   |         |                               |  |   |                        |   |  |             |         |   |                           |  
|Shares issued for compensation                   |  |                           | 20,000,000  |  |                     |   | 20,000  |                               |  |   |                        |   |  |             |         |   |                           |  
|Shares returned from
    admin. hold             |  |                           | 75,000      |  |                     |   | 75      |                               |  |   | -                      |   |  |             | -       |   |                           |  
|Prefered shares reclassed                        |  |                           | -           |  |                     |   | -       |                               |  |   | (200                   | ) |  |             | (20,000 | ) |                           |  
|Shares issued for Preferred
    stock conversion |  |                           | 4,000,000   |  |                     |   | 4,000   |                               |  |   | (800                   | ) |  |             | (80,000 | ) |                           |  
|Shares issued for cash                           |  |                           | 174,250,000 |  |                     |   | 174,249 |                               |  |   | -                      |   |  |             | -       |   |                           |  
|                                                 |  |                           |             |  |                     |   |         |                               |  |   |                        |   |  |             |         |   |                           |  
|Net
    Loss                                     |  |                           |             |  |                     |   |         |                               |  |   |                        |   |  |             |         |   |                           |  
|December
    31, 2019                            |  |                           | 753,907,656 |  |                     |   | 753,909 |                               |  |   | 6,500                  |   |  |             | 650,000 |   |                           |  



The
accompanying footnotes are an integral part of these financial statements



33







Clean
Energy Technologies, Inc.

Consolidated
Statements of Cash Flows

For
the years ended December 31,



|                                                                                |  | 2019 |            |   | 2018 |  
|------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Cash Flows from
    Operating Activities:                                       |  |      |            |   |      |  
|Net Income / ( Loss )                                                           |  | $    | (2,555,983 | ) |      | $
|Adjustments to reconcile net loss
    to net cash used in operating activities: |  |      |            |   |      |  
|Depreciation and amortization                                                   |  |      | 41,437     |   |      |  
|Share based compensation                                                        |  |      | -          |   |      |  
|Bad debt expense                                                                |  |      | 128,463    |   |      |  
|Gain on disposal of fixed assets                                                |  |      | -          |   |      |  
|Financing fees and debt discount                                                |  |      | 86,756     |   |      |  
|Change in derivative liability                                                  |  |      | 269,732    |   |      |  
|Changes in assets and liabilities:                                              |  |      |            |   |      |  
|(Increase) decrease in right of use
    asset                                   |  |      | (822,284   | ) |      |  
|(Increase) decrease in lease liability                                          |  |      | 831,857    |   |      |  
|(Increase) decrease in accounts receivable                                      |  |      | (909,460   | ) |      |  
|(Increase) decrease in inventory                                                |  |      | 81,690     |   |      |  
|(Increase) decrease in other assets                                             |  |      |            |   |      |  
|(Decrease) increase in accounts payable                                         |  |      | 430,988    |   |      |  
|Other (Decrease) increase in accrued
    expenses                               |  |      | 35,320     |   |      |  
|Other (Decrease) increase in accrued
    expenses related party                 |  |      | 199,151    |   |      |  
|Other (Decrease) increase in deferred
    revenue                               |  |      | 14,750     |   |      |  
|Other (Decrease)
    increase in customer deposits                              |  |      | (56,585    | ) |      |  
|Net Cash Used
    In Operating Activities                                       |  |      | (2,224,168 | ) |      |  
|                                                                                |  |      |            |   |      |  
|Cash Flows from
    Investing Activities                                        |  |      |            |   |      |  
|Purchase property
    plant and equipment                                       |  |      | (8,000     | ) |      |  
|Cash Flows
    Used In Investing Activities                                     |  |      | (8,000     | ) |      |  
|                                                                                |  |      |            |   |      |  
|Cash Flows from
    Financing Activities                                        |  |      |            |   |      |  
|Bank Overdraft / (Repayment)                                                    |  |      | (4,370     | ) |      |  
|Payments on notes payable                                                       |  |      | (277,685   | ) |      |  
|Payments on notes payable related
    party                                     |  |      | (375,000   | ) |      |  
|Proceeds from notes payable and lines
    of credit                             |  |      | 598,024    |   |      |  
|Proceeds from notes payable related
    party                                   |  |      | 192,950    |   |      |  
|Stock issued
    for cash                                                       |  |      | 2,099,199  |   |      |  
|Cash Flows
    Provided By Financing Activities                                 |  |      | 2,233,118  |   |      |  
|                                                                                |  |      |            |   |      |  
|Net (Decrease) Increase in Cash and
    Cash Equivalents                        |  |      | 950        |   |      |  
|Cash and Cash
    Equivalents at Beginning of Period                            |  |      | 6,456      |   |      |  
|Cash
    and Cash Equivalents at End of Period                                  |  | $    | 7,406      |   |      | $
|                                                                                |  |      |            |   |      |  
|Supplemental Cashflow
    Information:                                          |  |      |            |   |      |  
|Interest Paid                                                                   |  | $    | 543,220    |   |      | $
|Taxes Paid                                                                      |  | $    | -          |   |      | $
|                                                                                |  |      |            |   |      |  
|Supplemental Non-Cash
    Disclosure                                            |  |      |            |   |      |  
|Shares issued for Services                                                      |  | $    | -          |   |      | $
|Shares issued for Accounts payable
    paid in shares                           |  | $    | -          |   |      | $
|Shares issued for preferred conversions                                         |  | $    | 80,000     |   |      | $
|Shares issued for note conversions                                              |  | $    | -          |   |      | $



The
accompanying footnotes are an integral part of these financial statements





34







Clean
Energy Technologies, Inc.

Notes
to Consolidated Financial Statements



Notes
1- GENERAL



Corporate
History



With
the vision to combat climate change and creating a better, cleaner and environmentally sustainable future Clean Energy HRS LLC
a wholly owned subsidiary of Clean Energy Technologies, Inc. acquired the assets of Heat Recovery Solutions from General Electric
International on September 11, 2015. The GE HRS asset acquisition and related financing transactions resulted in a change of control
of the Company according to FASB No. 2014-17 Business Combinations (Topic 805). As a result, the transactions qualify as a business
combination. In accordance with Topic 805, the Company elected to apply pushdown accounting, using the valuation date of December
31, 2015. As a result we recognized $747,976 in goodwill.



General
Electric acquired the rights and 16 global patents to the magnetic bearing technology from Calnetix in October of 2010 and further
developed the next generation of the waste heat generators, which was ultimately acquired by Clean Energy Technologies from GE.
We completed our production facility post the acquisition in October of 2016. We consolidated our legacy and HRS operations and
began our production in early 2017. In early 2018 we engaged with a large institutional equity partner and closed our first round
of funding. We are successfully executing on our business strategy by increasing our market presence and broadening our product
portfolio in the heat to power markets. We’re continuing to design, build and ship products to Europe, US, Canada, South
East Pacific regions and planned expansion into Asia. We are continuing to build a strong back log and pipeline of opportunities
while developing the next disruptive heat to power generators with the support of our new equity partners.



Going
Concern



The
financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of
assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’s deficit of
$5,252,478 and a working capital deficit of $6,785,689 and a net loss of $2,555,983 for the year ended December 31, 2019. The
company also had an accumulated deficit of $14,215,718 as of December 31, 2019 and used $2,224,168 in net cash from operating
activities for the year ended December 31, 2019. Therefore, there is substantial doubt about the ability of the Company to continue
as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still
dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from
operations.



Plan
of Operation



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



We
are leveraging our proprietary magnetic bearing turbine technology and over 100 installation with 1 million fleet operating to
increase our market share in low to medium temperature waste heat recovery markets.



We
utilize both a direct sales force and global distribution group with expertise in heat recovery solutions and clean energy markets.
We have also established relationships with integrators, consultant and project developers and integrated solution providers.



We
plan to leverage our core expertise to identify, acquire and develop leading clean energy and clean technology solutions and products.
We will continue to utilize our relationships and expertise to expand in clean and renewable energy sector through new in-house
development of disruptive heat to power technologies, acquisitions, cogeneration, and licensing agreements.



CETY
maintains an online presence through our web portal and social media. Our application engineers assist in converting the opportunities
into projects. We provide technical support to our Clean Cycle TM generator clients through providing maintenance and
product support.



The
sales of our products are related to the global prices for oil, gas, coal and solar energy. As prices increase our products produce
a better return on investment for our customers. They are also dependent on regulatory drivers and financial incentives.



CETY
has implemented a new Enterprise Resource planning software by Microsoft providing accurate and timely information to support
a more robust and efficient supply chain. The operational leadership is continually working on lowering the cost of manufacturing
and identifying lower cost regions to support higher margins of our products.



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



The
summary of significant accounting policies of Clean Energy Technologies, Inc. (formerly Probe Manufacturing, Inc.) is presented
to assist in the understanding of the Company’s financial statements. The financial statements and notes are representations
of the Company’s management, who is responsible for their integrity and objectivity.



The
consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted
in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries.
All material intercompany balances and transactions have been eliminated in consolidation.



Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting
period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability
of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves.



35







Cash
and Cash Equivalents



We
maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance
Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all
cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.



Accounts
Receivable



We
grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect
receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable
amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts
due, actual collections may differ from the estimated amounts. As of December 31, 2019, and December 31, 2018, we had a reserve
for potentially un-collectable accounts of $82,000 and $57,000. Five (5) customers accounted for approximately 98% of accounts
receivable at December 31, 2019. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs
related to these trade accounts have been insignificant. For the year ended December
31, 2019, our bad debt expense was $128,463 compared to $50,000 for the same period in 2018. This increase was mainly due
to increase a bad debt write off $103,463 and an increase in reserve for bad debt of $25,000. We also had one customer that accounted
for 74% and 2 customers that accounted for 92% of our accounts receivable December 31, 2019. We also had one customer that accounted
for 59% of our revenue for the year ended December 31, 2019.



Lease
asset



As
of December 31, 2019, and 2018 we had a lease asset that was purchased from General electric with a value of $1,309,527, however
due the the purchase price allocation, we recognized a value of $217,584. The lease is due to be commissioned in the third quarter
of 2020 and will generate approximately $20,000 per month for 120 months. See note 3 for additional information.



Inventory



Inventories
are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market
value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete
inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times
additional provisions are made. Any inventory write offs are charged to the reserve account. As of December 31, 2019 and December
31, 2018, we had a reserve for potentially obsolete inventory of $250,000.



Property
and Equipment



Property
and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present
value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs
is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated
useful lives of the related assets:



|Furniture and fixtures |  | 3 to 7 years 
|---------------------- |  | -------------
|Equipment              |  | 7 to 10 years
|Leasehold Improvements |  | 7 years      



Long
–Lived Assets



Our
management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long
lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived
asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets
impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for
our services will continue, which could result in impairment of long-lived assets in the future.



Revenue
Recognition



The
Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC
606”).



Performance
Obligations Satisfied Over Time



FASB
ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10



An
entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time
if one of the following criteria is met:



a.
The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described
in FASB ASC 606-10-55-5 through 55-6).

b.
The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset
is created or enhanced (as described in FASB ASC 606-10-55-7).

c.
The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and
the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29).



Performance
Obligations Satisfied at a Point in Time



FASB
ASC 606-10-25-30



If
a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine
the point in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the
entity should consider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators
of the transfer of control, which include, but are not limited to, the following:



a.
The entity has a present right to payment for the asset

b.
The customer has legal title to the asset

c.
The entity has transferred physical possession of the asset

d.
The customer has the significant risks and rewards of ownership of the asset

e.
The customer has accepted the asset



The
core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for
those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect
the consideration it is entitled to in exchange for the goods and services transferred to the customer. In
Addition a) the company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.)
has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones
and/or timeframes are met)



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



| | ● | Identify
                                         the contract with the customer
| | - | --------------------------------------------------------------------------------

| | ● | Identify
                                         the performance obligations in the contract
| | - | ---------------------------------------------------------------------------------------------



36







| | ● | Determine
                                         the transaction price
| | - | ------------------------------------------------------------------------

| | ● | Allocate
                                         the transaction price to the performance obligations in the contract
| | - | ----------------------------------------------------------------------------------------------------------------------

| | ● | Recognize
                                         revenue when the company satisfies a performance obligation
| | - | --------------------------------------------------------------------------------------------------------------



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



| | ● | We
                                         generate a quotation
| | - | ----------------------------------------------------------------

| | ● | We
                                         receive Purchase orders from our customers.
| | - | ---------------------------------------------------------------------------------------

| | ● | We
                                         build the product to their specification
| | - | ------------------------------------------------------------------------------------

| | ● | We
                                         invoice at the time of shipment
| | - | ---------------------------------------------------------------------------

| | ● | The
                                         terms are typically Net 30 days
| | - | ----------------------------------------------------------------------------



Also, from time to time our contracts state that the customer is
not obligated to pay a final payment until the units are commissioned, i.e. a final payment of 10%. As of December 31, 2019 and
2018 we had $47,750 and 33,000 of deferred revenue, which is expected to be recognized in the third quarter of year 2020. There
is an additional ~$150,000 to be billed for labor/installation/commissioning services per the customer contracts outstanding as
of 12/31/19.



Fair
Value of Financial Instruments



The
Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements
and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires
expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received
for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly
transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which
requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs
required by the standard that the Company uses to measure fair value:



| | ● | Level
                                         1: Quoted prices in active markets for identical assets or liabilities.
| | - | ----------------------------------------------------------------------------------------------------------------------

| | ● | Level
                                         2: Observable inputs other than Level 1 prices such as quoted prices for similar assets
                                         or liabilities; quoted prices in markets that are not active or other inputs that are
                                         observable or can be corroborated by observable market data for substantially the full
                                         term of the related assets or liabilities.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | Level
                                         3: Unobservable inputs that are supported by little or no market activity and that are
                                         significant to the fair value of the assets or liabilities. The Company’s derivative
                                         liabilities have been valued as Level 3 instruments. We value the derivative liability
                                         using a lattice model, with a volatility of 112% and using a risk free interest rate
                                         of 2.54%
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, convertible notes payable,
advances from related parties, and derivative liabilities. The estimated fair value of cash, prepaid expenses, investments, accounts
payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term
nature of these instruments.



The
carrying amounts of the Company’s financial instruments as of December 31 2018 and 2019, reflect:



|                                                                             |  | Level
    1 |   |  | Level
    2 |   |   | Level
    3 |  |   | Total   | 
|---------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | - | - | ----------- |  | - | ------- | 
|                                                                             |  |             |   |  |             |   |   |             |  |   |         | 
|Fair value of convertible notes derivative
    liability – December 31, 2018 |  | $           | – |  |             | $ | – |             |  | $ | 245,988 | 



|                                                                             |  | Level
    1 |   |  | Level
    2 |   |   | Level
    3 |  |   | Total   | 
|---------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | - | - | ----------- |  | - | ------- | 
|                                                                             |  |             |   |  |             |   |   |             |  |   |         | 
|Fair value of convertible notes derivative
    liability – December 31, 2019 |  | $           | – |  |             | $ | – |             |  | $ | 320,794 | 



The
carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because
of the short-term nature of these financial instruments.



37







Other
Comprehensive Income



We
have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all
periods.



Net
Profit (Loss) per Common Share



Basic
profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At December 31,
2019, we had outstanding common shares of 753,907,656 used in the calculation of basic earnings per share. Basic Weighted average
common shares and equivalents at December 31, 2019 and 2018 were 641,349,437 and 553,354,983, respectively. As of December 31,
2019, we had convertible notes, convertible into approximately 411,446,077 of additional common shares, outstanding preferred
shares convertible into 8,125,000 , calculated @ $.08 of additional common shares and 174,250,000 common stock warrants
convertible into an additional. Fully diluted weighted average common shares and equivalents were withheld from the calculation
as they were considered anti-dilutive.



Research
and Development



We
had no amounts of research and development R&D expense during the year ended December 31, 2019 and 2018.



Segment
Disclosure



FASB
Codification Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about
an enterprise’s reportable segments. The Company has three reportable segments: Clean Energy HRS (HRS), Cety Europe and
the legacy electronic manufacturing services division. The segments are determined based on several factors, including the nature
of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics.
Refer to note 1 for a description of the various product categories manufactured under each of these segments. Prior to March
31, 2017 we only had one reporting segment.



An
operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income
is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization
of intangibles, stock-based compensation, other charges (income), net and interest and other, net.



Selected
Financial Data:



|                                                 |  | Years
    ended December 31, |           
|------------------------------------------------ |  | ---------------------------- | ----------
|                                                 |  | 2019                         |           
|Net Sales                                        |  |                              |           
|Engineering and Manufacturing                    |  |                              | 513,919   
|Clean Energy HRS                                 |  |                              | 1,012,895 
|CETY Europe                                      |  |                              | 83,194    
|Total Sales                                      |  |                              | 1,610,008 
|                                                 |  |                              |           
|Segment income and reconciliation before
    tax |  |                              |           
|Engineering and Manufacturing                    |  |                              | 150,741   
|Clean Energy HRS                                 |  |                              | 428,445   
|CCETY Europe                                     |  |                              | 78,040    
|Total Segment income                             |  |                              | 657,226   
|                                                 |  |                              |           
|Reconciling items                                |  |                              |           
|General and Administrative
    expense           |  |                              | (382,871  
|Salaries                                         |  |                              | (802,951  
|Professional fees                                |  |                              | (130,709  
|Travel                                           |  |                              | (246,078  
|Consulting                                       |  |                              | (73,443   
|Bad debt expense                                 |  |                              | (128,463  
|Facility lease                                   |  |                              | (305,883  
|Depreciation                                     |  |                              | (41,437   
|Share Based Expense                              |  |                              | -         
|Change in derivative liability                   |  |                              | 216,269   
|Gain / (Loss) on disposition of assets           |  |                              | -         
|Interest Expense                                 |  |                              | (1,317,643
|Net Loss before
    income tax                   |  |                              | (2,555,983



|                     |  | December
    31, 2019 |           |  | December
    31, 2019 | 
|-------------------- |  | --------------------- | --------- |  | --------------------- | 
|Total Assets         |  |                       |           |  |                       | 
|Electronics Assembly |  |                       | 1,877,916 |  |                       | 
|Clean Energy HRS     |  |                       | 2,405,628 |  |                       | 
|Cety Europe          |  |                       | 23,679    |  |                       | 
|Total
    Assets     |  |                       | 4,307,223 |  |                       | 



38







Share-Based
Compensation



The
Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No.
123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation), which supersedes APB Opinion No.
25, “Accounting for Stock Issued to Employees,” and its related implementation guidance and eliminates the alternative
to use Opinion 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement
requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which
includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date (with limited
exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option-pricing model that
meets certain requirements. We use the Black-Scholes option-pricing model to estimate the fair value of our equity awards, including
stock options and warrants. The Black-Scholes model meets the requirements of SFAS No. 123R; however, the fair values generated
may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition
and transferability limitations. The Black-Scholes model valuation is affected by our stock price and a number of assumptions,
including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility
and estimated life of our stock options at grant date based on historical volatility. For the “risk-free interest rate,”
we use the Constant Maturity Treasury rate on 90-day government securities. The term is equal to the time until the option expires.
The dividend yield is not applicable, as the Company has not paid any dividends, nor do we anticipate paying them in the foreseeable
future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date
calculated using a 20-trading-day average. At the time of grant, the share-based compensation expense is recognized in our financial
statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced
accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed
and adjusted in subsequent periods if actual attrition differs from those estimates.



We
re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions,
the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust
any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards.
The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the
requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees
do not render the requisite service. For the year ended December 31, 2019 and 2018 we had $0 and $353,140 respectively, in share-based
expense, due to the issuance of common stock. As of December 31, 2019, we had no further non-vested expense to be recognized.



39







Income
Taxes



Federal
Income taxes are not currently due since we have had losses since inception.



On
December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant
changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”)
from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended December 31,
2019 using a Federal Tax Rate of 21%.



Income
taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between
the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded
against deferred tax assets if management does not believe the Company has met the “more likely than not” standard
required by ASC 740-10-25-5.



Deferred
income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax reporting purposes.



As
of December 31, 2019, we had a net operating loss carry-forward of approximately $(5,366,000) and a deferred tax asset
of $1,126,860 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed
20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(1,126,860). FASB ASC
740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2019 the Company had not taken
any tax positions that would require disclosure under FASB ASC 740.



|                             |  | December
    31, 2019 |            |   | December
    31, 2018 |  
|---------------------------- |  | --------------------- | ---------- | - | --------------------- | -
|Deferred Tax Asset           |  | $                     | 1,126,860  |   |                       | $
|Valuation
    Allowance      |  |                       | (1,126,860 | ) |                       |  
|Deferred Tax
    Asset (Net) |  | $                     | -          |   |                       | $



On
February 13, 2018 , Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”)
entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited
(“MGWI”) and the Corporation. The Corporation received $907,388 in exchange for the issuance of 302,462,667 restricted
shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”).



On
February 13, 2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase
Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions
contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory
Note (the “CVL Note”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and
a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted
as provided therein. This note was assigned to MGW Investments.



This
resulted 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 states of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31,
2015. The Company is current on its federal and state tax returns.





Reclassification



Certain
amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications
had no effect on reported income, total assets, or stockholders’ equity as previously reported.



40







Recently
Issued Accounting Standards



The
Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have
a material effect upon the financial statements.



In June 2016, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses [codified as Accounting Standards Codification
Topic (ASC) 326]. ASC 326 adds to US generally accepted accounting principles (US GAAP) the current expected credit loss (CECL)
model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes
its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such
losses. This will become effective in January 2023 and will have minimal impact on the company.



NOTE
3 – ACCOUNTS AND NOTES RECEIVABLE



|                                            |  | December
    31, 2019 |           |   | December
    31, 2017 |  
|------------------------------------------- |  | --------------------- | --------- | - | --------------------- | -
|Accounts Receivable                         |  | $                     | 1,370,258 |   |                       | $
|Less Reserve
    for uncollectable accounts |  |                       | (82,000   | ) |                       |  
|Accounts Receivable
    (Net)               |  | $                     | 1,288,258 |   |                       | $



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



|                |  | December
    31, 2019 |         |  | December
    31, 2017 |  
|--------------- |  | --------------------- | ------- |  | --------------------- | -
|Lease
    asset |  | $                     | 217,584 |  |                       | $



The
Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of December 31, 2019
any collection on the lease payments was not yet considered probable, resulting in no derecognition of the underlying asset and
no net lease investments recognized on the sales-type lease pursuant to ASC 842-30-25-3.



41







NOTE
4 – INVENTORY



Inventories
by major classification were comprised of the following at:



|                                                  |  | December
    31, 2019 |          |   | December
    31, 2018 |  
|------------------------------------------------- |  | --------------------- | -------- | - | --------------------- | -
|Raw Material                                      |  | $                     | 848,464  |   |                       | $
|Work in Process                                   |  |                       | 31,740   |   |                       |  
|Total                                             |  |                       | 880,204  |   |                       |  
|Less reserve
    for excess or obsolete inventory |  |                       | (250,000 | ) |                       |  
|Inventory                                         |  | $                     | 630,204  |   |                       | $



Our
Inventory is pledged to Nations Interbanc, our line of credit.



NOTE
5 – PROPERTY AND EQUIPMENT



Property
and equipment were comprised of the following at:



|                             |  | December
    31, 2019 |            |   | December
    31, 2018 |  
|---------------------------- |  | --------------------- | ---------- | - | --------------------- | -
|Capital Equipment            |  | $                     | 1,350,794  |   |                       | $
|Leasehold improvements       |  |                       | 75,436     |   |                       |  
|Accumulated
    Depreciation |  |                       | (1,351,763 | ) |                       |  
|Net Fixed
    Assets         |  | $                     | 74,467     |   |                       | $



Our
Depreciation Expense for the years ended December 31, 2019 and 2018 was $29,560 and $40,567 respectively.



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



NOTE
6 – INTANGIBLE ASSETS



Intangible
assets were comprised of the following at:



|                             |  | December
    31, 2019 |           |   | December
    31, 2018 |  
|---------------------------- |  | --------------------- | --------- | - | --------------------- | -
|Goodwill                     |  | $                     | 747,976   |   |                       | $
|License                      |  |                       | 354,322   |   |                       |  
|Patents                      |  |                       | 190,789   |   |                       |  
|Accumulated
    Amortization |  |                       | (51,467   | ) |                       |  
|Net Intangible
    Assets    |  | $                     | 1,241,620 |   |                       | $



Our
Amortization Expense for the years ended December 31, 2019 and 2018 was $11,877 and 11,877 respectively.



42







NOTE
7 – ACCRUED EXPENSES



|                                      |  | December
    31, 2019 |           |  | December
    31, 2018 |  
|------------------------------------- |  | --------------------- | --------- |  | --------------------- | -
|                                      |  |                       |           |  |                       |  
|Accrued Wages                         |  | $                     | 192,227   |  |                       | $
|Accrued Interest                      |  |                       | 607,736   |  |                       |  
|Accrued Interest Related party        |  |                       | 248,838   |  |                       |  
|Customer Deposits                     |  |                       | 309,230   |  |                       |  
|Accrued Payable to GE - TSA           |  |                       | 972,231   |  |                       |  
|Accrued Rents
    and Moving Expenses |  |                       | 123,626   |  |                       |  
|                                      |  | $                     | 2,453,888 |  |                       | $



NOTE
8 – NOTES PAYABLE





The
Company issued a short-term note payable to an individual, secured by the assets of the Company, dated September 6, 2013 in the
amount of $50,000 and fixed fee amount of $3,500. As of December 31, 2019 the outstanding balance was $36,500. Subsequently, on
January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in
full of a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result we recognized a gain in the amount
of $22,221 in the 1stquarter of 2020.



On
November 11, 2013, we entered in to an accounts receivable financing agreement with American Interbanc (now Nations Interbanc).
Amounts outstanding under the agreement bear interest at the rate of 2.5% per month. It is secured by the assets of the Company.
In addition, it is personally guaranteed by Kambiz Mahdi, our Chief Executive Officer. As of December 31, 2019, the outstanding
balance was $1,602,549 compared to $1,170,462 at December 31, 2018.



On
September 11, 2015, our CE HRS subsidiary issued a promissory note in the initial principal amount $1,400,000 and assumed a pension
liability of $100,000, for a total liability of $1,500,000, in connection with our acquisition of the heat recovery solutions,
or HRS, assets of General Electric International, Inc., a Delaware corporation (“GEII”), including intellectual property,
patents, trademarks, machinery, equipment, tooling and fixtures. The note bears interest at the rate of 2.66% per annum. The note
is payable on the following schedule: (a) $200,000 in principal on December 31, 2015 and (b) thereafter, the remaining principal
amount of $1,200,000, together with interest thereon, payable in equal quarterly installments of principal and interest of $157,609,
commencing on December 31, 2016 and continuing until December 31, 2018, at which time the remaining unpaid principal amount of
this note and all accrued and unpaid interest thereon shall be due and payable in full



We
are currently in default on the payment of the purchase price pursuant to our asset purchase agreement with General Electric due
to a combination of our inability to raise sufficient capital as expected and our belief that we are entitled to a reduction in
purchase price we paid. We are in the process of negotiations with General Electric.



Convertible
notes



On
May 5, 2017 we entered into a nine-month convertible note payable for $78,000, which accrues interest at the rate of 12% per annum.
It is not convertible until nine months after its issuance and has a conversion rate of ninety one percent (61%) of the lowest
closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the
date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $116,600 by Cybernaut
Zfounder Ventures. An amended term were added to the original note with the interest rate of 14%. This note matured on February
21st of 2018 and is currently in default.



43







On
May 24, 2017 we entered into a nine-month convertible note payable for $32,000, which accrues interest at the rate of 12% per
annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-five eight percent (58%)
of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately
preceding the date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $95,685,
by Cybernaut Zfounder Ventures. An amended term was added to the original note with the interest rate of 14%. This note matured
on February 26th, 2018 and is currently in default.



On
September 13, 2017 we entered into a nine-month convertible note payable for $110,000, which accrues interest at the rate of 12%
per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-five percent (55%) of
the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the twenty-five (25) Trading Days immediately
preceding the date of conversion. This note was partially converted into common stock and the balance was paid in full on February
14, 2018



On
August 17, 2017 we entered into a convertible note payable for $68,000, with a maturity date of May 30, 2018, which accrues interest
at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-eight
percent (58%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen
(15) Trading Days immediately preceding the date of conversion. This note was paid in full on February 15, 2018



On
July 25, 2017 we entered into a convertible note payable for $103,000, with a maturity date of April 25, 2018, which accrues interest
at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of ninety percent
(60%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the twenty (20) Trading
Days immediately preceding the date of conversion. This note was paid in full on February 15, 2018



On
December 13, 2018 we entered into a convertible note payable for $83,000, with a maturity date of December 13, 2019, which accrues
interest at the rate of 12% per annum. It is convertible six months after its issuance and has a conversion rate of fifty-eight
percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen
(15) Trading Days immediately preceding the date of conversion. On May 28, 2019 this note was paid in full.



February
13, 2019 we entered into a convertible note payable for $138,000, with a maturity date of February 13, 2020, which accrues interest
at the rate of 12% per annum. It is not convertible six months after its issuance and has a conversion rate of fifty-eight percent
(65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading
Days immediately preceding the date of conversion. On August 12, 2019 this note was paid in full. The fair value of the convertible
feature was $513,829, we recorded a debt discount of $138,000 and an additional loss of $375,828. As of December 31, 2019 the
un-amortized debt discount was $0. The total amortized debt discount expense was $138,000.



On
April 9, 2019 we entered into a convertible note payable for $53,000, with a maturity date of April 9, 2020, which accrues interest
at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent
(65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading
Days immediately preceding the date of conversion. This note was paid in full on October 10, 2019. The fair value of the convertible
feature was $55,604, we recorded a debt discount of $53,000 and an additional loss of $2,604. As of December 31, 2019 the un-amortized
debt discount was $0. The total amortized debt discount expense was $53,000.



44







On
October 30, 2019 we entered into a convertible note payable for $103,000, with a maturity date of October 30, 2020, which accrues
interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five
percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen
(15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential
conversion into common stock. Subsequently that note was paid in full on May 1, 2020. The fair value of the convertible feature
was $97,471, we recorded a debt discount of $97,471 and an additional loss of $0. As of December 31, 2019 the un-amortized debt
discount was $80,647. The total amortized debt discount expense was $16,824.



Note
9 – Derivative Liabilities



As
a result of the convertible notes we recognized the embedded derivative liability on the date of note issuance. We also revalued
the remaining derivative liability on the outstanding note balance on the date of the balance sheet. We value the derivative liability
using a binomial lattice model with an expected volatility range of 85% to 92% and a risk-free interest rate range of
1.60% to 1.64%. The remaining derivative liabilities were:



|                                                 |  | December
    31, 2019 |         |  | December
    31, 2018 |  
|------------------------------------------------ |  | --------------------- | ------- |  | --------------------- | -
|Derivative Liabilities
    on Convertible Loans: |  |                       |         |  |                       |  
|Outstanding Balance                              |  | $                     | 320,794 |  |                       | $



|Derivative Liability December 31, 2018     |  | $ | 245,988  |  
|------------------------------------------ |  | - | -------- | -
|Additions                                  |  |   | 666,904  |  
|Fair market
    value adjustments          |  |   | (592,098 | )
|Derivative Liability December
    31, 2019 |  |   | 320,794  |  



NOTE
10 – COMMITMENTS AND CONTINGENCIES



The
company has received an invoice from Oberon Securities for $291,767 which is in dispute. The company believes it has defenses
to the claim for compensation and plans to assert appropriate counterclaims and actions as permitted by law. No liability has
been recorded for this claim as the Company believes there is a greater than not probability that our Company will prevail in
defending against the claim.



Operating
Rental Leases



As
of May 1, 2017, our corporate headquarters are located at 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2017, the Company
signed a lease agreement for a 18,200-square foot CTU Industrial Building. Lease term is seven years and two months beginning
July 1, 2017. Future minimum lease payments for the years ending December 31, are: In October of 2018 we signed a sublease agreement
with our facility in Italy with an indefinite term that may be terminated by either party with a 60 day notice for 1,000 Euro
per month. Due to the short termination clause, we are treating this as a month to month lease.



|Year                |  | Lease Payment |        
|------------------- |  | ------------- | -------
|2020                |  | $             | 241,884
|2021                |  | $             | 249,132
|2022                |  | $             | 256,608
|2023                |  | $             | 44,052 
|Imputed Interest    |  | $             | 40,181 
|Net Lease Liability |  | $             | 831,857



45







Our
lease expense for the years ended December 31, 2019 and 2018 was $305,883 and $280,239 respectively.



ASB
ASU 2016-02 “Leases (Topic 842)”– In February 2016, the FASB issued ASU 2016-02, which requires lessees
to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes,
the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based
on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting
is similar to the current model, but has been updated to align with certain changes to the lessee model and the new revenue recognition
standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal
years. We have adopted the above ASU as of January 1, 2019. The right of use asset and lease liability have been recorded at the
present value of the future minimum lease payments, utilizing a 5% average borrowing rate and the company is utilizing the transition
relief and “running off” on current leases.



Severance
Benefits



Mr.
Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have
been entitled to receive through the remainder or the Employment Period or One (1) year, whichever is greater.



Mr.
Bennett will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Bennett would
have been entitled to receive through the remainder or the Employment Period or One (1) year, whichever is greater. Subsequently
on March 9, 2020, John Bennett notified Clean Energy Technologies, Inc. (the “Company”)
of his resignation from his position as the Company’s Chief Financial Officer, effective March 9, 2020. Mr. Bennett will
remain as a consultant to the Company and assist with maintaining the financial books and records of the Company. As a result,
Mr. Bennett is no longer entitled to any severance benefits.



NOTE
11 – CAPITAL STOCK TRANSACTIONS



On
April 21, 2005, our Board of Directors and shareholders approved the re-domicile of the Company in the State of Nevada, in connection
with which we increased the number of our authorized common shares to 200,000,000 and designated a par value of $.001 per share.



On
May 25, 2006, our Board of Directors and shareholders approved an amendment to our Articles of Incorporation to authorize a new
series of preferred stock, designated as Series C, and consisting of 15,000 authorized shares.



On
June 30, 2017, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 400,000,000
and in the number of our authorized preferred shares to 10,000,000. The amendment effecting the increase in our authorized capital
was filed and effective on July 5, 2017.



On
August 28, 2018, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to
800,000,000. The amendment effecting the increase in our authorized capital was filed and effective on August 23, 2018.



On
June 10, 2019, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 2,000,000,000.
The amendment effecting the increase in our authorized capital was effective on September 27, 2019.



Common
Stock Transactions



On
February 13, 2018, Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”)
entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited
(“MGWI”) and the Corporation. The Corporation received $907,377 in exchange for the issuance of 302,462,667 restricted
shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”), as disclosed on form
8K on February 15, 2018.



From
January 1 through September 30, 2018 we issued 26,054,672 for partial conversions of our convertible notes. We also issued 13,800,000
shares for additional compensation and 1,500,000 for consulting services.





On
October 9, 2018 we issued 884,195 shares at a purchase price of .04 per share for payment of an accounts payable
in the amount of $35,367.





February
13, 2019, we issued 20,000,000 at a purchase price of $.0131 per share to Kambiz Mahdi our CEO as additional compensation
accrued for in 2018 in the amount of $262,000.



In
the first quarter of 2019, we signed agreements to issue 4,000,000 shares of common stock valued at $.015 for a total value of
$60,000 for the conversion of 800 preferred series D shares, which were subsequently issued.



We
also recorded a $60,000 inducement fee (relating to the Preferred series D estoppel agreement and discounted conversion terms)
to account for the difference in the fair value which was offset to retained earnings.



46







On
June 10, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000
in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of
Common Stock and expires one year from the date of the Agreement.



On
July 19, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000
in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of
Common Stock and expires one year from the date of the Agreement.



On
September 19, 2019 we entered into a stock purchase agreement for 250,000 units at a purchase price of $.02 a unit for an aggregate
price of $5,000 to an accredited investor a private sale. Each unit consist of one share of common stock and one warrant to purchase
one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. The
shares were included in the shares to be issued as of September 30, 2019 and were subsequently issued on October 15, 2019.



On
December 5, 2019 we issued 5,000,000 units at a purchase price of $.015 per unit for an aggregate price of $75,000 to an accredited
investor in a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock
exercisable at $.04 per share.



On
January 21, 2020 our Registration Statement on Form 1-A was qualified with the Securities and Exchange Commission, under which
we may offer up to 300,000,000 shares of our common stock at a purchase price of $.03 per share. As of the date hereof, 4,523,333
shares of common stock have been issued thereunder.



Subsequently
on January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in full
of a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result we recognized a gain in the amount
of $22,221 in the 1st quarter of 2020.



Subsequently
on February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion
of 800 shares of our Series D Preferred Stock.



Common
Stock



Our
Articles of Incorporation authorize us to issue 2,000,000,000 shares of common stock, par value $0.001 per share. As of
December 31, 2019 there were 753,907,656 shares of common stock outstanding. All outstanding shares of common stock are,
and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights
and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of
our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights.



The
holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may
declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights
and preferences of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock shares will
be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction
of all our liabilities and our obligations to holders of our outstanding preferred stock.



Preferred
Stock



Our
Articles of Incorporation authorize us to issue 20,000,000 shares of preferred stock, par value $0.001 per share. Our Board of
Directors has the authority to issue additional shares of preferred stock in one or more series, and fix for each series, the
designation of and number of shares to be included in each such series. Our Board of Directors is also authorized to set the powers,
privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the
qualifications, limitations or restrictions of the shares of each such series.



47







Unless
our Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the
payment of dividends and to the distribution of assets upon liquidation. Any issuance by us of shares of our preferred stock may
have the effect of delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal. The issuance
of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock
or could adversely affect the rights and powers, including voting rights, of the holders of common stock.



We
previously authorized 440 shares of Series A Convertible Preferred Stock, 20,000 shares of Series B Convertible Preferred Stock,
and 15,000 shares Series C Convertible Preferred Stock. As of August 20, 2006, all series A, B, and C preferred had been converted
into common stock.



Effective
August 7, 2013, our Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000
shares. Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000
in multiple closings over the course of six months. We received an aggregate of $750,000 in financing in subscription for Series
D Preferred Stock, or 7,500 shares.



The
following are primary terms of the Series D Preferred Stock. The Series D Preferred holders were initially entitled to be paid
a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid
special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five
(5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the
investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or
redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted
basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time
after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater
of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10)
trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution
at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from
the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the
Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and
the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company
timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the
investors have engaged in ongoing negotiations to determine an appropriate extension period. The Company may elect to redeem the
Series D Preferred Stock any time at a price equal to initial purchase price plus all accrued but unpaid dividends, subject to
the investors’ right to convert, by providing written notice about its intent to redeem. Each investor has the right to
convert the Series D Preferred Stock at least ten (10) days prior to such redemption by the Company.



In
connection with the subscriptions for the Series D Preferred, we issued series F warrants to purchase an aggregate of 375,000
shares of our common stock at $.10 per share and series G warrants to purchase an aggregate of 375,000 shares of our common stock
at $.20 per share.



On
August 21, 2014, a holder holding 5,000 shares of Preferred Series D Preferred agreed to lower the dividend rate to 13% on its
Series D Preferred. In September 2015, all holders of Series D Preferred signed and delivered estoppel agreements, whereby the
holders agreed, among other things, that the Series D Preferred was not in default and to reduce (effective as of December 31,
2015) the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the 3.5% penalty in respect
of unpaid dividends accruing on or after such date.



In
the first quarter of 2019, we signed agreements to issue 4,000,000 shares of common stock valued at $.015 for a total value of
$60,000 for the conversion of 800 preferred series D shares, which were subsequently issued.



We
also recorded a $60,000 inducement fee (in exchange for the “standoff” and estoppel agreement and discounted conversion
terms) to account for the difference in the fair value which we offset to retained earnings.



Subsequently
on February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion
of 800 shares of our Series D Preferred Stock.



48







Warrants



A
summary of warrant activity for the periods is as follows:



On
May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a
“Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $1,999,200,
or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”)
and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock will be issued to MGWI at such
time as the Company increases the number of shares of its authorized Common Stock. The Warrant is exercisable at $.04 per share
of Common Stock and expires one year from the date of the Agreement.



On
June 10, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000
in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of
Common Stock and expires one year from the date of the Agreement.



On
July 18, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000
in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of
Common Stock and expires one year from the date of the Agreement.



On
September 19, 2019 we entered into a stock purchase agreement for 250,000 units to an accredited investor a private sale. Each
unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share
of Common Stock and expires one year from the date of the Agreement. The shares were included in the shares to be issued as of
September 30, 2019 and were subsequently issued on October 15, 2019.



On
December 5, 2019 we issued 5,000,000 units to an accredited investor a private sale. Each unit consist of one share of common
stock and one warrant to purchase one share of common stock exercisable at $.04 per share.



|                              |  | Warrants
    - Common Share Equivalents |             |  | Weighted
    Average Exercise price |   |      | Warrants
    exercisable - Common Share Equivalents |  |  | Weighted
    Average Exercise price | 
|----------------------------- |  | --------------------------------------- | ----------- |  | ----------------------------------- | - | ---- | --------------------------------------------------- |  |  | ----------------------------------- | 
|Outstanding December 31, 2018 |  |                                         | -           |  |                                     | $ | -    |                                                     |  |  | -                                   | 
|Issued                        |  |                                         | 174,250,000 |  |                                     | $ | 0.04 |                                                     |  |  | 174,250,000                         | 
|Exercised                     |  |                                         | -           |  |                                     |   | -    |                                                     |  |  | -                                   | 
|Expired                       |  |                                         | -           |  |                                     |   | -    |                                                     |  |  | -                                   | 
|Outstanding December 31, 2019 |  |                                         | 174,250,000 |  |                                     | $ | 0.04 |                                                     |  |  | 174,250,000                         | 



Stock
Options



We
currently have no outstanding stock options



NOTE
12 – RELATED PARTY TRANSACTIONS



Kambiz
Mahdi, our Chief Executive Officer, owns Billet Electronics, which is distributor of electronic components. From time to time,
we purchase parts from Billet Electronics. In addition, Billet was a supplier of parts and had dealings with current and former
customers of the Company prior to joining the company. Our Board of Directors has approved the transactions between Billet Electronics
and the Company.



On
June 15, 2017 Meddy Sahebi Chairman of our Board of Directors advanced the Company $5,000. There were no specified terms for repayment
of this loan other than that it was to be repaid within a reasonable time. As of December 31, 2017, the outstanding balance was
$5,000. Mr. Sahebi resigned from the board of directors on February 8, 2018 .



49







Pursuant
to our 2017 Stock Compensation Program, effective July 1, 2017, we made the following stock option grants to members of our Board
of Directors: (a) we issued to each of our non-employee members of our Board of Directors first joining the Board in October 2015
and who had not received any compensation for serving as directors of the Company (five persons) options to purchase 150,000 shares
of our common stock with an exercise price of $.03 per share, the last sale price of our common stock on June 29, 2017 and (b)
we issued to each of our non-employee members of our Board of Directors currently serving on the Board (six persons) options to
purchase 300,000 shares of our common stock with an exercise price of $.03 per share. On the non-employee board members resigned,
as disclosed in our 8K filed on February 15, 2018. As a result, all remaining stock options were cancelled.



On
September 6, 2016, we entered into a one-year convertible note payable for $87,500, which accrues interest at the rate of 12%
per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-five percent (55%) of
the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the twenty (20) Trading Days immediately preceding
the date of conversion. On December 16, 2016 we issued 1,200,000 shares of common stock at $.0031 for a partial conversion of
this note in the amount of $3,696. January 4, 2018, we issued 2,300,000 shares of common stock at $.002192 for a partial conversion
of this note in the amount of $5,042.



On
November 2, 2016, we effected the repayment of the convertible note dated March 15, 2016 for an aggregate amount of $84,000. Concurrently,
we entered into an Escrow Funding Agreement with Red Dot Investment, Inc., a California corporation (“Reddot”), pursuant
to which Reddot deposited funds into escrow to fund the repayment and we assigned to Reddot our right to acquire the convertible
note and Reddot acquired the convertible note. Concurrently, we and Reddot amended the convertible note (a) to have a fixed conversion
price of $.005 per share, subject to potential further adjustment in the event of certain Common Stock issuances, (b) to have
a fixed interest rate of ten percent (10%) per annum with respect to both the redemption amount and including a financing fee
and any costs, expenses, or other fees relating to the convertible note or its enforcement and collection, and any other expense
for or on our account (in each case with a minimum 10% yield in the event of payoff or conversion within the first year), such
amounts to constitute additional principal under the convertible note, as amended, and (c) as otherwise provided in the Escrow
Funding Agreement. The March 2016 convertible note, as so amended, is referred to as the “Master Note.”



Concurrently
with the foregoing note repayments, we entered into a Credit Agreement and Promissory Note (the “Credit Agreement”)
with Megawell USA Technology Investment Fund I LLC, a Wyoming limited liability company in formation (“MW I”), pursuant
to which MW I deposited funds into escrow to fund the repayment of the convertible notes and we assigned to MW I our right to
acquire the convertible notes and otherwise agreed that MW I would be subrogated to the rights of each note holder to the extent
a note was repaid with funds advanced by MW I. Concurrently, MW I acquired the Master Note and we agreed that all amounts advanced
by MG I to or for our benefit would be governed by the terms of the Master Note, including the payment of a financing fees, interest,
minimum interest, and convertibility. Reddot is MW I’s agent for purposes of administration of the Credit Agreement and
the Master Note and advances thereunder.



On
February 13, 2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase
Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions
contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory
Note (the “CVL Note”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and
a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted
as provided therein. As a result we recognized a beneficial conversion feature of $532,383, which is amortized over the life of
the note. This note was assigned to Mgw Investments and they agreed not to convert the $939,500
note in to shares in excess of the 800,000,000 Authorized limit until we have increased the Authorized shares to the Board approved
limit of 2 billion shares.



On
February 8, 2018 the Corporation entered a Convertible Promissory Note in the principal amount of $153,123, due October 8, 2018,
with an interest rate of 12% per annum payable to MGWI (the “MGWI Note”). The MGWI Note is convertible into shares
of the Corporation’s common stock at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty
(20) trading days to the date of a Conversion Notice; or (ii) 0.003. As a result of the closing of the transactions contemplated
by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in
an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation
on a fully diluted basis. The proceeds from the MGWI Note were used to redeem the convertible note of the Corporation to JSJ Investments,
Inc. in the principal amount of $103,000 with an interest rate of 12% per annum, due April 25, 2018. At December 31, 2018 the
holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%,
as a result, we did not recognize a derivative liability or a beneficial conversion feature.



50







On
June 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $250,000,
with an interest rate of Eight Percent (8%) per annum and a maturity date of June 21, 2019. On May 28, 2019 this note was paid
in full.



On
September 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $100,000,
with an interest rate of Eight Percent (8%) per annum and a maturity date of September 21, 2019. On May 28, 2019 this note
was paid in full.





On
February 15, 2018 we issued 9,200,000 at a purchase price of .0053 per share as additional compensation in the amount
of $48,760.



On
October 18, 2018 we entered into an at will employment agreement with Kambiz Mahdi our CEO. This agreement may be terminated
at any time. As part of the agreement Mr. Mahdi was to be issued 20,000,000 shares of our common stock, as additional compensation.
As a result; for the year ended December 31, 2018 we accrued for and subsequently on February 13, 2019, issued 20,000,000 shares
at a purchase price of $.0131 per share to Mr. Mahdi in the amount of $262,000.



On
January 10, 2019 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000,
with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020. On May 28, 2019 this note was paid
in full.



On
May 1, 2019 we entered into an employment agreement with Mr. Bennett, with an annual salary of $175,000.



Subsequently
on March 9, 2020, John Bennett notified Clean Energy Technologies, Inc. (the “Company”)
of his resignation from his position as the Company’s Chief Financial Officer, effective March 9, 2020. Mr. Bennett will
remain as a consultant to the Company and assist with maintaining the financial books and records of the Company.



On
May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a
“Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $1,999,200,
or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”)
and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock will be issued to MGWI at such
time as the Company increases the number of shares of its authorized Common Stock. The Warrant is exercisable at $.04 per share
of Common Stock and expires one year from the date of the Agreement.



In
the fourth quarter of 2019 MGW Investment I Limited, advanced $167,950, with no terms or interest rate. The outstanding balance
on this advance on December 31, 2019 is $169,950.



NOTE
13 - WARRANTY LIABILITY



For
the year ended December 31, 2018 and 2019 there was no change in our warranty liability.



NOTE
14 – SUBSEQUENT EVENTS



In
December 2019, a novel strain of coronavirus (COVID-19) was reported in Wuhan, China and has spread throughout the United States
and the rest of the world. The World Health Organization has declared the outbreak to constitute a “Public Health Emergency
of International Concern.” This contagious disease outbreak, which has not been contained, and is disrupting supply chains
and affecting production and sales across a range of industries in United States and other companies as a result of quarantines,
facility closures, and travel and logistics restrictions in connection with the outbreak, as well as the worldwide adverse effect
to workforces, economies and financial markets, leading to a global economic downturn. Therefore, the Company expects this matter
to negatively impact its operating results. However, the related financial impact and duration cannot be reasonably estimated
at this time.



On
January 8, 2020 we entered into a convertible note payable for $103,000, with a maturity date of January 8, 2021, which accrues
interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five
percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen
(15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential
conversion into common stock.



On
January 21, 2020, we received our “Notice of Qualification” for our form 1-A.



51







On
January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in
full of a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result we recognized a gain in the amount
of $22,221 in the 1stquarter of 2020.



On
February 3, 2020 we issued 3,690,000 shares of our common stock under our Reg A offering at $.03 per share. These shares are unrestricted
and free trading.



On
February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of
800 shares of our Series D Preferred Stock.



On
February 19, 2020 we entered into a convertible note payable for $53,000, with a maturity date of February 19, 2021, which accrues
interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five
percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen
(15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential
conversion into common stock.



On
March 17, 2020 we issued 833,333 shares of our common stock under our Reg A offering at $.03 per share. These shares are unrestricted
and free trading.



In
accordance with ASC 855, the Company has analyzed its operations subsequent to December 31, 2019 through the date these financial
statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial
statements.



52







Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



None.



Item
9a. Controls and Procedures.



(a)
Evaluation of Disclosure Controls and Procedures



We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports
pursuant to the Securities Exchange Act, of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported
within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including
our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.



As
required by Rules 13a-15(b) of the Exchange Act, an evaluation as of December 31, 2019 was conducted under the supervision and
with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that
evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were
not effective as of December 31, 2019.



(b)
Report of Management on Internal Control over Financial Reporting



We
are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of
our management including our of our chief executive officer and principal financial officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.



Based
on our evaluation under the 2013 Internal Control-Integrated Framework, our chief executive officer and chief financial officer
concluded that our internal control over financial reporting was not effective as of December 31, 2019.



(c)
Changes in Internal Control over Financial Reporting



There
have been no other changes in our internal control over financial reporting that occurred during the period covered by this Annual
Report on Form 10-K for the year ended 2019, that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.



Item
9b. Other Information.



Quarterly
Events



None.



Subsequent
Events



On
January 8, 2020 we entered into a convertible note payable for $103,000, with a maturity date of January 8, 2021, which accrues
interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five
percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen
(15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential
conversion into common stock.



On
January 21, 2020, we received our “Notice of Qualification” for our form 1-A.



53







On
January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in
full of a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result we recognized a gain in the amount
of $22,221 in the 1stquarter of 2020.



On
February 3, 2020 we issued 3,690,000 shares of our common stock under our Reg A offering at $.03 per share. These shares are unrestricted
and free trading.



On
February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of
800 shares of our Series D Preferred Stock.



On
February 19, 2020 we entered into a convertible note payable for $53,000, with a maturity date of February 19, 2021, which accrues
interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five
percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen
(15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential
conversion into common stock.



On
March 17, 2020 we issued 833,333 shares of our common stock under our Reg A offering at $.03 per share. These shares are unrestricted
and free trading.



In
accordance with ASC 855, the Company has analyzed its operations subsequent to December 31, 2019 through the date these financial
statements were issued and has determined that it does not have any other material subsequent events to disclose in these financial
statements.



The
Corporation has not entered into any compensatory agreement with any of the newly appointed directors at this time but may do
so in the future.



PART
III



Item
10. Directors, Executive Officers and Corporate Governance



Our
officers and directors are the individuals listed below as of December 31, 2019.:



|Name              |  | Age |  | Position                    
|----------------- |  | --- |  | ----------------------------
|Kambiz
    Mahdi  |  | 55  |  | President,
    CEO, Director
|John
    Bennett  |  | 59  |  | CFO                         
|Wang
    Jun      |  | 53  |  | Director                    
|Lin
    Shuangan  |  | 32  |  | Director                    
|Lyu
    Yongsheng |  | 67  |  | Director                    
|Calvin
    Pang   |  | 35  |  | Director                    



There
are no family relationships among any of the directors or the executive officer.



Biographical
Information.



Mr.
Kambiz Mahdi, age 55, served as President and Chief Executive Officer of the Company from 1996 until December of 2005
and again from July 2009 until present. Mr. Mahdi also started Billet Electronics a global supply chain provider of products,
services and solutions in the technology sector in 2007. Mr. Mahdi has a BS degree in Electrical Engineering from California State
University of Northridge. Mr. Mahdi has not served on any other boards of public companies in the past five years.



Our
Board of Directors selected Mr. Mahdi to serve as a director because he is our Chief Executive Officer and has served in various
executive roles with our company for 14 years, with a focus on electrical design & manufacturing, sales and operations and
his insight into the development, marketing, finance, and operations aspects of our company. He has expansive knowledge of engineering
and manufacturing industry and relationships with chief executives and other senior management at technology companies. Our Board
of Directors believes that Mr. Mahdi brings a unique and valuable perspective to our Board of Directors.



54







John
Bennett, age 55, John Bennett has been with Probe Manufacturing since February 2005, as the Chief Financial Officer. He
has been in the Electronic Manufacturing Industry for 22 years. He has held positions as the Controller, Vice President of Finance
and Chief Financial Officer, with experience in Contract Manufacturing of Printed Circuit Board Assembly, Cable and Harness Assembly,
Box Builds and Battery & Charger assembly. He holds a Bachelor of Science in Accounting from Mesa University and a Master
of Science in Finance from the University of Colorado. Mr. Bennett has not served on any other boards of public companies in the
past five years.



Mr.
Jun Wang, age: 53. Mr. Wang, is the current Chairman and Chief Executive Officer of Taiyu (Shenyang) Energy Technology
Co., Ltd. and has held those positions since 2002. From 2008 -2012 Mr. Wang served as Chief Executive Officer and director of
SmartHeat, Inc. Prior to that, he served as an executive at Beijing HTN Pipeline Equipment Co., Ltd. from 2000 to 2002 and Honeywell
from 1996 to 1999. Mr. Wang graduated from Tsinghua University and obtained a master’s degree in engineering. We believe
that Mr. Wang is well qualified to serve as a member of our Board of Directors due to his extensive experience in the clean energy
business in China and his ability to open potential markets to the company in Asia.



Mr.
Yongsheng Lyu. age: 68. Mr. Lyu has acted as an independent project consultant for Taiyu (Shenyang) Energy Technology
Co., Ltd. since 2009. From 2003 to 2009, he served as the Executive Director of the Mianyang City Civil Aviation Administration
Greening Company. From 1996 to 2003, he was the General Manager of Mianyang Township Enterprise Supply and Marketing Corporation.
Mr. Lyu graduated from Jilin University with a bachelor’s degree in engineering. We believe that Mr. Lyu is well qualified
to serve as a member of our Board of Directors due to his extensive experience in engineering, sales and marketing and his ability
to assist the company in expanding its markets into Asia.



Mr.
Calvin Pang. age: 35. Since 2015 Mr. Pang has been the Managing Director of Megawell Capital Limited. From 2007 to 2015,
he was a banker at UBS AG managing portfolios of Hong Kong and China based investors. Mr. Pang graduated from the Olin School
of Business at Washington University in St. Louis with a bachelor’s degree in business and finance. We believe that Mr.
Pang is well qualified to serve as a member of our Board of Directors due to his extensive experience in U.S. and Asian corporate
finance and may assist us in developing relationships with financial institutions.



Each
director holds office until the earlier of his or her death, resignation, removal from office by the stockholders, or his or her
respective successor is duly elected and qualified. There are no arrangements or understandings between any of our nominees or
directors and any other person pursuant to which any of our nominees or directors have been selected for their respective positions.
No nominee or director is related to any executive officer or any other nominee or director.



Corporate
Governance



Director
Attendance at Meetings of the Board of Directors



Our
Board of Directors held 4 meetings during the fiscal year ended December 31, 2019. Each of our incumbent directors attended at
least 75.0% of the aggregate total number of meetings of our Board of Directors held during the period for which he served as
a director.



Director
Attendance at Annual Meetings of the Shareholders



Although
we have no policy with regard to attendance by the members of our Board of Directors at our annual meetings, we invite and encourage
the members of our Board of Directors to attend our annual meetings to foster communication between Shareholders and our Board
of Directors. We did not hold an annual meeting in 2019.



55







Stockholder
Communication with the Board of Directors



Any
stockholder who desires to contact members of our Board of Directors, or a specified committee of our Board of Directors, may
do so by writing to: Clean Energy Technologies, Inc., Board of Directors, 2990. Redhill Ave, Costa Mesa, California 92626, Attention:
Secretary. Communications received will be distributed by our Secretary to such member or members of our Board of Directors as
deemed appropriate by our Secretary, depending on the facts and circumstances outlined in the communication received.



Director
Independence



We
had a four-member Board of Directors in 2019 of which two members are independent directors.



Committees
of our Board of Directors



We
have no standing committees of our Board of Directors at the current time, which is due to the size of our operations. From time
to time, our Board of Directors may establish committees it deems appropriate to address specific areas in more depth than may
be possible at a full Board of Directors meeting. As our Company grows, we plan to establish an audit committee, compensation
committee and nominating and corporate governance committee. The functions that these committees will perform are currently being
performed by our Board of Directors.



Director
Nomination Procedures and Diversity



As
outlined above, in selecting a qualified nominee, our Board of Directors considers such factors as it deems appropriate, which
may include: the current composition of our Board of Directors; the range of talents of a nominee that would best complement those
already represented on our Board of Directors; the extent to which a nominee would diversify our Board of Directors; a nominee’s
standards of integrity, commitment and independence of thought and judgment; a nominee’s ability to represent the long-term
interests of our shareholders as a whole; a nominee’s relevant expertise and experience upon which to be able to offer advice
and guidance to management; a nominee who is accomplished in his or her respective field, with superior credentials and recognition;
and the need for specialized expertise. While we do not have a formal diversity policy, we believe that the backgrounds and qualifications
of our directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that
will allow our Board of Directors to fulfill its responsibilities. Applying these criteria, our Board of Directors considers candidates
for membership on our Board of Directors suggested by its members, as well as by our Shareholders. Members of our Board of Directors
annually review our Board of Directors’ composition by evaluating whether our Board of Directors has the right mix of skills,
experience and backgrounds.



Our
Board of Directors may also consider an assessment of its diversity, in its broadest sense, reflecting, but not limited to, age,
geography, gender and ethnicity.



Our
Board of Directors identifies nominees by first evaluating the current members of our Board of Directors willing to continue in
service. Current members of our Board of Directors with skills and experience relevant to our business and who are willing to
continue in service are considered for re-nomination. If any member of our Board of Directors does not wish to continue in service
or if our Board of Directors decides not to nominate a member for re-election, our Board of Directors will review the desired
skills and experience of a new nominee in light of the criteria set forth above.



Our
Board of Directors also considers nominees for our Board of Directors recommended by Shareholders. Notice of proposed stockholder
nominations for our Board of Directors must be delivered in accordance with the requirements set forth in our bylaws and SEC Rule
14a-8 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Nominations must include the full
name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous
five years and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such
submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director
if elected. Nominations should be delivered to: Clean Energy Technologies, Inc., Board of Directors, 2990. Redhill Ave, Costa
Mesa, California 92626, Attention: Chief Executive Officer.



56







Our
Board of Directors will recommend the slate of directors to be nominated for election at the annual meeting of shareholders. We
have not and do not currently employ or pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating,
potential director nominees.



Board
of Directors Role in Risk Oversight



Our
Board of Directors oversees our shareholders’ interest in the long-term success of our business strategy and our overall
financial strength.



Our
Board of Directors is actively involved in overseeing risks associated with our business strategies and decisions. It does so,
in part, through its approval of all acquisitions and business-related investments and all assumptions of debt, as well as its
oversight of our executive officers pursuant to annual reviews. Our Board of Directors is also responsible for overseeing risks
related to corporate governance and the selection of nominees to our Board of Directors.



In
addition, the Board reviews the potential risks related to our financial reporting. The Board meets with our Chief Financial Officer
and communicates with representatives of our independent registered public accounting firm on a quarterly basis to discuss and
assess the risks related to our internal controls. Additionally, material violations of our Code of Ethics and related corporate
policies are reported to our Board of Directors.



Code
of Business Conduct and Ethics



We
have adopted our Code of Ethics, which contains general guidelines for conducting our business and is designed to help our directors,
employees and independent consultants resolve ethical issues in an increasingly complex business environment. Our Code of Ethics
applies to our Principal Executive Officer, Principal Financial Officer, and persons performing similar functions and all members
of our Board of Directors. Our Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality
of information, and compliance with laws and regulations. Shareholders may request a copy of our Code of Ethics, which will be
provided without charge, by writing to: Clean Energy Technologies, Inc., Board of Directors, 2990. Redhill Ave, Costa Mesa, California
92626; Attention: Chief Executive Officer.



Compensation
of Directors



The
key objective of our non-employee directors’ compensation program is to attract and retain highly qualified directors with
the necessary skills, experience and character to oversee our management. We currently use equity-based compensation to compensate
our directors due to our restricted cash flow position; however, we may in the future provide cash compensation to our directors.
The use of equity-based compensation is designed to recognize the time commitment, expertise and potential liability relating
to active Board service, while aligning the interests of our Board of Directors with the long-term interests of our shareholders.



In
addition to the compensation provided to our non-employee director, which is detailed below, each non-employee director is reimbursed
for any reasonable out-of-pocket expenses incurred in connection with attending in-person meetings of the Board of Directors and
Board committees, as well for any fees incurred in attending continuing education courses for directors.



Fiscal
Years 2019 and 2018 Annual Cash Compensation



We
currently do not provide cash compensation to our directors and as such did not provide any cash compensation during the years
ended December 31, 2019 and 2018.



57







Fiscal
Years 2019 and 2018 Equity Compensation



Yearly
Restricted Share Awards



Under
the terms of the discretionary restricted share unit grant provisions of our 2006 Incentive Stock Plan and our 2011 Omnibus Incentive
Plan, which we refer to as the 2006 Plan and 2011 Plan, respectively, each non-employee director is eligible to receive grants
of restricted common stock share awards at the discretion of our Board of Directors. These yearly restricted share unit awards
vest in full on the grant date..



For
the year ended December 31, 2019 there were no stock options granted.



Discretionary
Grants



Under
the terms of the discretionary option grant provisions of the 2006 Plan and the 2011 Plan, non-employee directors are eligible
to receive stock options or other stock awards granted at the discretion of the Board of Directors. No director received stock
awards pursuant to the discretionary grant program during fiscal year 2019 or 2018.



Director
Summary Compensation in Fiscal Years 2018 and 2019



The
following table sets forth the fiscal years 2018, and 2019 compensation for our non-employee directors.



|Name               |  |   | Fees
                                         Earned 
                                         or Paid 
                                         in Cash ($) (1) |  |  |   | Stock
                                         Awards ($) (2) |  |  |   | Total
                                         ($) | 
|------------------ |  | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | - | ------------------------------------------------------------- |  |  | - | -------------------------------------------------- | 
|Calvin Pang 2018   |  | $ | -                                                                                                                                                                |  |  | $ | -                                                             |  |  | $ | -                                                  | 
|Calvin Pang 2019   |  | $ | -                                                                                                                                                                |  |  | $ | -                                                             |  |  | $ | -                                                  | 
|                   |  |   |                                                                                                                                                                  |  |  |   |                                                               |  |  |   |                                                    | 
|Jun Wang 2018      |  | $ | -                                                                                                                                                                |  |  | $ | -                                                             |  |  | $ | -                                                  | 
|Jun Wang 2019      |  | $ | -                                                                                                                                                                |  |  | $ | -                                                             |  |  | $ | -                                                  | 
|                   |  |   |                                                                                                                                                                  |  |  |   |                                                               |  |  |   |                                                    | 
|Yongsheng Lyu 2018 |  | $ | -                                                                                                                                                                |  |  | $ | -                                                             |  |  | $ | -                                                  | 
|Yongsheng Lyu 2019 |  | $ | -                                                                                                                                                                |  |  | $ | -                                                             |  |  | $ | -                                                  | 



Change
of Control and Termination Provisions



None.



Family
Relationship



We
currently do not have any officers or directors of our Company who are related to each other.



Involvement
in Certain Legal Proceedings



During
the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

| | (1) | A
                                         petition under the Federal bankruptcy laws or any state insolvency law which was filed
                                         by or against, or a receiver, fiscal agent or similar officer was appointed by a court
                                         for the business or property of such person, or any partnership in which he was a general
                                         partner at or within two years before the time of such filing, or any corporation or
                                         business association of which he was an executive officer at or within two years before
                                         the time of such filing;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Such
                                         person was convicted in a criminal proceeding or is a named subject of a pending criminal
                                         proceeding (excluding traffic violations and other minor offenses);
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



58







| | (3) | Such
                                         person was the subject of any order, judgment, or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining him from, or otherwise limiting, the following activities:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | i. | Acting
                                         as a futures commission merchant, introducing broker, commodity trading advisor, commodity
                                         pool operator, floor broker, leverage transaction merchant, any other person regulated
                                         by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,
                                         or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or engaging in or continuing any conduct or practice in connection
                                         with such activity;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii. | Engaging
                                         in any type of business practice; or
| | --- | --------------------------------------------------------------------------------------

| | iii. | Engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of Federal or State securities laws or Federal commodities
                                         laws;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Such
                                         person was the subject of any order, judgment or decree, not subsequently reversed, suspended
                                         or vacated, of any Federal or State authority barring, suspending or otherwise limiting
                                         for more than 60 days the right of such person to engage in any activity described in
                                         paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any
                                         such activity;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Such
                                         person was found by a court of competent jurisdiction in a civil action or by the Commission
                                         to have violated any Federal or State securities law, and the judgment in such civil
                                         action or finding by the Commission has not been subsequently reversed, suspended, or
                                         vacated;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Such
                                         person was found by a court of competent jurisdiction in a civil action or by the Commodity
                                         Futures Trading Commission to have violated any Federal commodities law, and the judgment
                                         in such civil action or finding by the Commodity Futures Trading Commission has not been
                                         subsequently reversed, suspended or vacated;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Such
                                         person was the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree, or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | i. | Any
                                         Federal or State securities or commodities law or regulation; or
| | -- | -------------------------------------------------------------------------------------------------------------

| | ii. | Any
                                         law or regulation respecting financial institutions or insurance companies including,
                                         but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
                                         civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition
                                         order; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii. | Any
                                         law or regulation prohibiting mail or wire fraud or fraud in connection with any business
                                         entity; or
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Such
                                         person was the subject of, or a party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26)
                                         of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section
                                         1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange,
                                         association, entity or organization that has disciplinary authority over its members
                                         or persons associated with a member.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Compliance
with Section 16(a) of the Exchange Act



Section
16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more
than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports
of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon
a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, 2019,
Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, 2019, and the representations made
by the reporting persons to us, we believe that during the year ended December 31, 2019, our executive officers and directors
and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing
requirements with the exception of MGWI which filed a late Form 4. .



59







Item11. Executive Compensation.



The
following table sets forth the fiscal year 2019 and 2018 compensation for:



| | ● | Kambiz
                                         Mahdi, our Chief Executive Officer; and
| | - | ---------------------------------------------------------------------------------------

| | ● | John
                                         Bennett, our Chief Financial Officer
| | - | ----------------------------------------------------------------------------------



The
executive officers included in the Summary Compensation Table are referred to in this Form 10K as our named executive officers.
A detailed description of the plans and programs under which our named executive officers received the following compensation
can be found in the section entitled “Compensation Discussion and Analysis.”



Summary
Compensation Table



|Name and Principal      |  |      |      |  | Salary |   |         | Bonus  |  |   | Stock
    Awards |  |  | Option
    Awards |         |  | Non-equity
    Incentive Plan Compensation |   |   | Change
    in Pension Value and Nonqualified Deferred Compensation Earnings |  |   | All Other
    Compensation |  |  | Total |  
|----------------------- |  | ---- | ---- |  | ------ | - | ------- | ------ |  | - | ---------------- |  |  | ----------------- | ------- |  | ------------------------------------------ | - | - | --------------------------------------------------------------------------- |  | - | -------------------------- |  |  | ----- | -
|Position                |  | Year |      |  | ($)    |   |         | ($)(3) |  |   | ($)(4)           |  |  | ($)               |         |  | ($)                                        |   |   | ($)                                                                         |  |   | ($)                        |  |  | ($)   |  
|Kambiz Mahdi
    (1)    |  |      | 2018 |  |        | $ | 275,000 |        |  | $ | -                |  |  | $                 | 310,760 |  |                                            | $ | - |                                                                             |  | $ | -                          |  |  | $     | -
|Chief Executive Officer |  |      | 2019 |  |        | $ | 275,000 |        |  | $ | -                |  |  | $                 | -       |  |                                            | $ | - |                                                                             |  | $ | -                          |  |  | $     | -
|                        |  |      |      |  |        |   |         |        |  |   |                  |  |  |                   |         |  |                                            |   |   |                                                                             |  |   |                            |  |  |       |  
|John Bennett (2)        |  |      | 2018 |  |        | $ | 140,000 |        |  | $ | -                |  |  | $                 | -       |  |                                            | $ | - |                                                                             |  | $ | -                          |  |  | $     | -
|Chief Financial Officer |  |      | 2019 |  |        | $ | 171,000 |        |  | $ | -                |  |  | $                 | -       |  |                                            | $ | - |                                                                             |  | $ | -                          |  |  | $     | -



| | 1) | On
                                         October 18, 2018 we entered into an at will employment agreement with Mr. Mahdi,
                                         with an annual salary of $275,000. This agreement may be terminated at any time.
                                         In addition as part of the agreement Mr. Mahdi was to be issued 20,000,000 shares of
                                         our common stock, as additional compensation. As a result; for the year ended December
                                         31, 2018 we accrued for and subsequently on February 13, 2019, issued 20,000,000 shares
                                         at a purchase price of $.0131 per share to Mr. Mahdi in the amount of $262,000.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | On
                                         May 1, 2019 we entered into an employment agreement with Mr. Bennett, with an annual
                                         salary of $175,000. Subsequently on March 9, 2020,
                                         John Bennett notified Clean Energy Technologies, Inc. (the “Company”) of
                                         his resignation from his position as the Company’s Chief Financial Officer, effective
                                         March 9, 2020. Mr. Bennett will remain as a consultant to the Company and assist with
                                         maintaining the financial books and records of the Company.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | There were no bonuses
    paid or accrued for any executives for fiscal years 2019 and 2018.
| | -- | --------------------------------------------------------------------------------------------





60







Outstanding
Equity Awards at 2019 Fiscal Year-End



There
are no outstanding options or stock awards held by our named executive officers as of December 31, 2019.



Executive
Employment Agreements



On
October 1, 2015 we entered into a new employment agreement with Mr. Mahdi for 2 years with an annual salary of $275,000. In addition,
Mr. Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would
have been entitled to receive through the remainder or the Employment Period or (1) year, whichever is greater. Mr. Mahdi employment
contract expired on October 1, 2018.





On
October 18, 2018 we entered into an at-will employment agreement with Mr. Mahdi, with an annual salary of $275,000. This
agreement may be terminated at any time. In addition as part of the agreement Mr. Mahdi was to be issued 20,000,000 shares
of our common stock, as additional compensation.



Mr.
Bennett will receive an annual compensation of $140,000 per year, subject to annual increases based on the greater of the consumer
price index or 5.0% to take into account annual cost of living increases and also subject to such increases as may from time to
time be determined by the Board of the Directors of the Company. Mr. Bennett will also receive a severance benefit consisting
of a single lump sum cash payment equal the salary that Mr. Bennett would have been entitled to receive through the remainder
or the Employment Period or two (2) years, whichever is greater. On September 1, 2017 Mr. Bennett’s employment agreement
automatically renewed for an additional five years. On May 1, 2019 we entered into an employment agreement with Mr. Bennett, with
an annual salary of $175,000. Subsequently on March 9, 2020, John Bennett notified Clean
Energy Technologies, Inc. (the “Company”) of his resignation from his position as the Company’s Chief Financial
Officer, effective March 9, 2020. Mr. Bennett will remain as a consultant to the Company and assist with maintaining the financial
books and records of the Company.



Potential
Payments upon Termination or Change of Control



Severance
Benefits



Mr.
Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have
been entitled to receive through the remainder or the Employment Period or One (1) year, whichever is greater.



Mr.
Bennett will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Bennett would
have been entitled to receive through the remainder or the Employment Period or two (2) years, whichever is greater. On May 1,
2019 we entered into an employment agreement with Mr. Bennett, with an annual salary of $175,000. Subsequently on March
9, 2020, John Bennett notified Clean Energy Technologies, Inc. (the “Company”) of his resignation from his position
as the Company’s Chief Financial Officer, effective March 9, 2020. Mr. Bennett will remain as a consultant to the Company
and assist with maintaining the financial books and records of the Company. As a result, Mr. Bennett is not entitled to any severance
benefits.



61







Item
12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





The
following table shows, as of April 30, 2020 the number of shares of our common stock beneficially owned by (1) any person who
is known by us to be the beneficial owner of more than 5.0% of the outstanding shares of our common stock; (2) our directors and
former directors; (3) our named executive officers; and (4) all of our directors and executive officers as a group. The percentage
of common stock beneficially owned is based on 762,130,989 shares of our common stock outstanding. Beneficial ownership is determined
in accordance with the rules of the SEC and generally includes securities over which a person has voting or investment power and
securities that a person has the right to acquire within 60 days. Unless otherwise provided, the address of each beneficial owner
listed is c/o Clean Energy Technologies, Inc., Board of Directors, 2990. Redhill Ave, Costa Mesa, California 92626. We need to
footnote how the voting rights are allocated and add them to the number of shares.



|Name
    of Beneficial Owners (1)          |  | Number
    of Shares 
    of Common Stock Beneficially Owned |               |  | Percentage | 
|------------------------------------------ |  | ------------------------------------------------------------ | ------------- |  | ---------- | 
|                                           |  |                                                              |               |  |            | 
|5%
    Holders                             |  |                                                              |               |  |            | 
|MGW
    Investments I Limited              |  |                                                              | 1,086,476,334 |  |            | 
|ETI
    Partners IV LLC                    |  |                                                              | 57,380,323    |  |            | 
|Cyberfuture
    One LP (1)                 |  |                                                              | 54,444,170    |  |            | 
|                                           |  |                                                              |               |  |            | 
|Officers
    and Directors                 |  |                                                              |               |  |            | 
|Calvin
    Pang(2)                         |  |                                                              | 1,086,476,334 |  |            | 
|Kambiz
    Mahdi – Director and CEO (3)    |  |                                                              | 42,601,618    |  |            | 
|John
    Bennett – Former Director and CFO |  |                                                              | 1,359,200     |  |            | 
|All
    directors and officers as a group  |  |                                                              | 1,130,437,152 |  |            | 



1)
Conversion to shares of Common Stock is calculated based on 58% of the lowest closing bid price of our common stock for the 15
days ended on April 30, 2020, or $.0148 per share.



2)
Calvin Pang has voting and investment power over all of our common stock held by MGW Investment I Limited (“MGWI”).
MGWI holds 470,462,668 shares of common stock, convertible promissory notes which can be converted into 448,013,667 shares of
Common Stock and warrants to purchase 168,000,000 shares of Common Stock.



3)
The shares of common stock are held directly by the Kambiz and Bahareh Mahdi Living Trust and indirectly by Kambiz Mahdi and Bahareh
Mahdi as Trustees.



Item
13.  Certain Relationships and Related Transactions, and Director Independence.



Director
Independence



We
have a four-member Board of Directors. Due to the size of our company and the difficulty in finding directors that have experience
in our industry, 2 of our directors can be deemed an “independent directors.”



While
our stock is not listed on the New York Stock Exchange, our independent directors would qualify as independent under the rules
of the New York Stock Exchange.



62







Review
of Related Person Transactions



Our
Code of Business Conduct and Ethics provides guidance for addressing actual or potential conflicts of interests, including those
that may arise from transactions and relationships between us and our executive officers or directors, such as:



| | ● | Business
                                         transaction between the company and any executive are prohibited, unless otherwise approved
                                         by the Board;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | Activities
                                         that may interfere with an executive’s performance in carrying out company responsibilities;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | Activities
                                         that call for the use of the company’s influence, resources or facilities; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------

| | ● | Activities
                                         that may discredit the name or reputation of the company.
| | - | -------------------------------------------------------------------------------------------------------------



We
have various procedures in place to identify potential related person transactions, and the Board of Directors and a separate
compliance committee work together in reviewing and considering whether any identified transactions or relationships are covered
by the Code of Business Conduct and Ethics.



Transactions
with Related Persons



Please
see note 10 in the notes to the Financial statement for a discussion on transactions with related parties.



Item14. Principal Accounting Fees
and Services.



The
aggregate fees billed to us by our principal accountant (Fruci & Associates II, PLLC) for services rendered during the fiscal
years ended December 31, 2019 and December 31, 2018 are set forth in the table below:



|Services:              |  | 2019 |        |  | 2018 |  
|---------------------- |  | ---- | ------ |  | ---- | -
|Audit Fees (1)         |  | $    | 48,254 |  |      | $
|Audit Related Fees (2) |  |      | -      |  |      |  
|Tax Fees (3)           |  |      | 4,500  |  |      |  
|All Other fees         |  |      | -      |  |      |  
|Total                  |  | $    | 52,754 |  |      | $



|(1) | Audit
    fees billed in 2019 and 2018 consisted of fees related to the audit of our annual financial statements, reviews of our quarterly
    financial statements, and statutory and regulatory audits, consents and other services related to filings with the SEC.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                       
|(2) | Audit-related
    fees related to financial accounting and reporting consultations, assurance and related services.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                       
|(3) | Tax
    services consist of tax compliance and tax planning and advice.                                                                                                                                                                                               



The
Board of Directors pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof)
to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit
services described in Section 10A(i)(1)(b) of the Exchange Act and the rules and regulations of the SEC. All services rendered
by our principal auditor for the years ended December 31, 2018 and 2019 were pre-approved in accordance with the policies and
procedures described above.



Auditor
Independence



The
Board of Directors has considered whether the provision of the above noted services is compatible with maintaining our independent
registered public accounting firm’s independence and has concluded that the provision of such services has not adversely
affected the independent registered public accounting firm’s independence.



63







Board
of Directors Audit Report to Shareholders



Since
we do not have a standing Audit Committee our full Board of Directors oversees our financial reporting process. Our management
has the primary responsibility for our financial statements as well as our financial reporting process, principles and internal
controls. The independent registered public accounting firm is responsible for performing an audit of our financial statements
and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the
United States of America.



In
this context, the Board of Directors has reviewed and discussed our audited financial statements as of December 31, 2018 and December
31, 2019 with management and the independent registered public accounting firm. The Board of Directors has discussed with the
independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No.
61, Professional Standards, as amended. In addition, the Board of Directors has received the written disclosures and the
letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as currently in effect, and it has discussed their independence with us.



Item
15. Exhibits, Financial Statement Schedules.



(a)(1)
Financial Statements:



The
consolidated financial statements and the related notes are included in Item 8 herein.



(a)(2)
Financial Statement Schedule:



All
schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial
statements or related notes.



(a)(3)
Exhibits:



The
exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference,
in this annual report.



(b)
Exhibits:



See
Item 15(a)(3) above.



(c)
Financial Statement Schedule:



All
schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial
statements or related notes.



64







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, State of California on the
4th day of June, 2020.



|REGISTRANT                          |             
|----------------------------------- | ------------
|                                    |             
|CLEAN
    ENERGY TECHNOLOGIES, INC. |             
|                                    |             
|/s/
    Kambiz Mahdi                |             
|By:                                 | Kambiz Mahdi
|Chief Executive Officer             |             
|Date:                               | June 4, 2020
|                                    |             
|/s/
    Calvin Pang                 |             
|By:                                 | Calvin Pang 
|Chief Financial Officer             |             
|Date:                               | June 4, 2020



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.







|Signature            |               | Title                               
|-------------------- | ------------- | ------------------------------------
|                     |               |                                     
|By:/s/ Kambiz Mahdi  |               | Chief Executive Officer and Director
|                     |               |                                     
|                     | Kambiz Mahdi  |                                     
|Date:                | June 4,2020   |                                     
|                     |               |                                     
|By:/s/ *             |               | Chief Financial Officer & Director  
|                     | Calvin Pang   |                                     
|Date:                | June 4,2020   |                                     
|                     |               |                                     
|By:/s/ *             |               | Director                            
|                     | Jun Wang      |                                     
|Date:                | June 4,2020   |                                     
|                     |               |                                     
|By:/s/ *             |               | Director                            
|                     | Yongsheng Lyu |                                     
|Date:                | June 4,2020   |                                     
|                     |               |                                     
|By: /s/ Kambiz Mahdi |               |                                     
|Date:                | June 4, 2020  |                                     



65







EXHIBIT
INDEX



Pursuant
to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.



The
following exhibits are included, or incorporated by reference; in this Annual Report on Form 10-K for the fiscal year ended December
31, 2018 (and are numbered in accordance with Item 601 of Regulation S-K).



|EXHIBIT
        NUMBER |  | DESCRIPTION                                                                                                                                                                                                                       
|---------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                    |  | Articles
    of Incorporation (included as exhibit 3.1 to the Form SB-2/A filed on June 10, 2005).                                                                                                                                
|                       |  |                                                                                                                                                                                                                                   
|3.2                    |  | Bylaws
    (included as exhibit 3.2 to the Form SB-2/A filed on June 10, 2005).                                                                                                                                                   
|                       |  |                                                                                                                                                                                                                                   
|3.3                    |  | Amended
    ByLaws (included as exhibit 3.03 to our Current Report on Form 8-K dated February 15, 2018).                                                                                                                          
|                       |  |                                                                                                                                                                                                                                   
|3.4                    |  | Certificate
    of Amendment of Articles of Incorporation, dated November 13, 2015, filed with the Nevada Secretary of State (included as
    exhibit 3.1 to our Current Report on Form 8-K dated January 12, 2016).              
|                       |  |                                                                                                                                                                                                                                   
|3.5                    |  | Amended
    and Restated Articles dated, June 30, 2016, filed with the Nevada Secretary of State (included as exhibit 3.1 to our Current
    Report on Form 8-K dated July 6, 2016).                                              
|                       |  |                                                                                                                                                                                                                                   
|3.6                    |  | Amended
    By-Laws, dated June 30, 2016 (included as exhibit 3.2 to our Current Report on Form 8-K dated July 6, 2016).                                                                                                          
|                       |  |                                                                                                                                                                                                                                   
|3.7                    |  | Certificate
    of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on August 23, 2017 (included as exhibit
    10.1 to the Form S-8 filed on August 28, 2017).                                    
|                       |  |                                                                                                                                                                                                                                   
|4.1                    |  | Certificate
    of Designation for Series A Convertible Preferred Stock, dated May 20, 2004 (included as exhibit 4.2 to the Form SB-2/A filed
    on June 10, 2005).                                                              
|                       |  |                                                                                                                                                                                                                                   
|4.3                    |  | Certificate
    of Designation for Series B Convertible Preferred Stock dated December 31, 2004 (included as exhibit 4.2 to the Form SB-2/A
    filed on June 10, 2005).                                                          
|                       |  |                                                                                                                                                                                                                                   
|4.4                    |  | Sample
    Series A Warrant Purchase Agreement (included as exhibit 4.3 to the Form SB-2/A filed on October 26, 2005).                                                                                                            
|                       |  |                                                                                                                                                                                                                                   
|4.5                    |  | Sample
    Series B Warrant Purchase Agreement (included as exhibit 4.4 to the Form SB-2/A filed on October 26, 2005).                                                                                                            
|                       |  |                                                                                                                                                                                                                                   
|4.6                    |  | Sample
    Amended Series A Warrant Purchase Agreement (included as exhibit 4.5 to the Form SB-2/A filed on November 25, 2005).                                                                                                   
|                       |  |                                                                                                                                                                                                                                   
|4.7                    |  | Sample
    Amended Series B Warrant Purchase Agreement (included as exhibit 4.6 to the Form SB-2/A filed on November 25, 2005).                                                                                                   
|                       |  |                                                                                                                                                                                                                                   
|4.9                    |  | Amended
    Series A Warrant Agreement (included as exhibit 4.1 to the Form 8-K filed on November 10, 2008 and amended on November 18,
    2008).                                                                                 
|                       |  |                                                                                                                                                                                                                                   
|4.10                   |  | Amended
    Series B Warrant Agreement (included as exhibit 4.2 to the Form 8-K filed on November 10, 2008 and amended on November 18,
    2008).                                                                                 
|                       |  |                                                                                                                                                                                                                                   
|4.11                   |  | Probe
    Manufacturing, Inc. 2011 Omnibus Incentive Plan (included as exhibit 4.2 to the Form S-8 filed on April 18, 2011).                                                                                                      
|                       |  |                                                                                                                                                                                                                                   
|4.12                   |  | Voting
    Agreement, dated February 13, by and among, the Corporation, ETI IV, Kambiz Mahadi, John Bennett and the The Kambiz &
    Bahareh Mahdi Living Trust (included as exhibit 4.24 to the Form 8-K filed on February 14, ).
|                       |  |                                                                                                                                                                                                                                   
|4.13                   |  | Description of Securities (included as Exhibit 4.13 of the Annual Report on Form 10-K filed on May 28, 2020).                                                                                                                     



66







|4.14  |  | Subscription
    Agreement (included as exhibit 4.13 to the Form 1-A/A filed on December 19, 2019)).                                                                                                                           
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                
|10.1  |  | Lease
    Agreement between Probe Manufacturing, Inc. (F.K.A. Probe Manufacturing Industries, Inc. and Reza Zarif and Kambiz Mahdi,
    dated May 2, 1997 (included as exhibit 10.1 to the Form SB-2/A filed on June 10, 2005).
|      |  |                                                                                                                                                                                                                                
|10.2  |  | Consulting
    Agreement between Probe Manufacturing Industries and Anthony Reed dated December 31, 2004 (included as exhibit 10.2 to the
    Form SB-2/A filed on June 10, 2005).                                             
|      |  |                                                                                                                                                                                                                                
|10.3  |  | Legal
    Retainer Agreement between Probe Manufacturing, Inc. and Jeffrey Conrad dated May 20, 2004 (included as exhibit 10.3 to the
    Form SB-2/A filed on June 10, 2005).                                                 
|      |  |                                                                                                                                                                                                                                
|10.4  |  | Line
    of Credit agreement between Probe Manufacturing, Inc. and eFund Capital Partners, LLC dated January 1, 2005 (included as exhibit
    10.4 to the Form SB-2/A filed on June 10, 2005).                                 
|      |  |                                                                                                                                                                                                                                
|10.5  |  | Line
    of Credit agreement between Probe Manufacturing, Inc. and Ashford Capital, LLC dated January 1, 2005 (included as exhibit
    10.5 to the Form SB-2/A filed on June 10, 2005).                                        
|      |  |                                                                                                                                                                                                                                
|10.6  |  | Line
    of Credit agreement between Probe Manufacturing, Inc. and Benner Exemption Trust dated March 8, 2005 (included as exhibit
    10.6 to the Form SB-2/A filed on June 10, 2005).                                        
|      |  |                                                                                                                                                                                                                                
|10.7  |  | Line
    of Credit agreement between Probe Manufacturing, Inc. and Edward Lassiter dated March 22, 2005 (included as exhibit 10.7 to
    the Form SB-2/A filed on June 10, 2005).                                              
|      |  |                                                                                                                                                                                                                                
|10.8  |  | Line
    of Credit agreement between Probe Manufacturing, Inc. and Rufina V. Paniego dated January 1, 2005 (included as exhibit 10.8
    to the Form SB-2/A filed on June 10, 2005).                                           
|      |  |                                                                                                                                                                                                                                
|10.9  |  | Promissory
    Note between Probe Manufacturing, Inc and Ashford Transitional Fund, L.P. dated September 20, 2004 (included as exhibit 10.10
    to the Form SB-2/A filed on June 10, 2005).                                   
|      |  |                                                                                                                                                                                                                                
|10.10 |  | Engagement
    Letter between Probe Manufacturing, Inc. and eFund Capital Partners, LLC dated May 20, 2004 (included as exhibit 10.11 to
    the Form SB-2/A filed on June 10, 2005).                                          
|      |  |                                                                                                                                                                                                                                
|10.11 |  | Series
    A Convertible Preferred Stock Purchase Agreement with eFund Capital Partners, LLC dated May 20, 2004 (included as exhibit
    10.12 to the Form SB-2/A filed on June 10, 2005).                                     
|      |  |                                                                                                                                                                                                                                
|10.12 |  | Series
    A Convertible Preferred Stock Purchase Agreement with Reza Zarif dated May 20, 2004 (included as exhibit 10.13 to the Form
    SB-2/A filed on June 10, 2005).                                                      
|      |  |                                                                                                                                                                                                                                
|10.13 |  | Series
    A Convertible Preferred Stock Purchase Agreement with Kambiz Mahdi dated May 20, 2004. (included as exhibit 10.14 to the Form
    SB-2/A filed on June 10, 2005).                                                   
|      |  |                                                                                                                                                                                                                                
|10.14 |  | Series
    B Convertible Preferred Stock Purchase Agreement with eFund Capital Partners, LLC dated December 31, 2004 (included as exhibit
    10.15 to the Form SB-2/A filed on June 10, 2005).                                
|      |  |                                                                                                                                                                                                                                
|10.15 |  | Series
    B Convertible Preferred Stock Purchase Agreement with Reza Zarif dated December 31, 2004 (included as exhibit 10.16 to the
    Form SB-2/A filed on June 10, 2005).                                                 
|      |  |                                                                                                                                                                                                                                
|10.16 |  | Series
    B Convertible Preferred Stock Purchase Agreement with Kambiz Mahdi dated December 31, 2004 (included as exhibit 10.17 to the
    Form SB-2/A filed on June 10, 2005).                                               



67







|10.17 |  | Agreement
    to Cancel and Return shares of common stock between Probe and eFund Capital Partners, LLC, Ashford Capital, LLC, Reza Zarif,
    Kambiz Mahdi, dated December 31, 2004 (included as exhibit 10.18 to the Form SB-2/A filed on June 10, 2005).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                            
|10.18 |  | Promissory
    note with eFund Capital Partners, LLC dated October 12, 2004 (included as exhibit 10.19 to the Form SB-2/A filed on June 10,
    2005).                                                                                                     
|      |  |                                                                                                                                                                                                                                                            
|10.19 |  | Promissory
    note with Rufina V. Paniego dated July 14, 2004 (included as exhibit 10.20 to the Form SB-2/A filed on June 10, 2005).                                                                                                                      
|      |  |                                                                                                                                                                                                                                                            
|10.20 |  | Sample
    purchase order agreement with Celerity, Inc (included as exhibit 10.20 to the Form SB-2/A filed on October 26, 2005).                                                                                                                           
|      |  |                                                                                                                                                                                                                                                            
|10.21 |  | Sample
    purchase order agreement with Newport Corporation (included as exhibit 10.21 to the Form SB-2/A filed on October 26, 2005).                                                                                                                     
|      |  |                                                                                                                                                                                                                                                            
|10.22 |  | Sample
    purchase order agreement with Asymteck Corporation (included as exhibit 10.22 to the Form SB-2/A filed on October 26, 2005).                                                                                                                    
|      |  |                                                                                                                                                                                                                                                            
|10.23 |  | Sample
    purchase order agreement with Jetline Engineering Corporation (included as exhibit 10.23 to the Form SB-2/A filed on October
    26, 2005).                                                                                                     
|      |  |                                                                                                                                                                                                                                                            
|10.24 |  | Sample
    purchase order agreement with our supplier Future Active, Inc (included as exhibit 10.24 to the Form SB-2/A filed on October
    26, 2005).                                                                                                     
|      |  |                                                                                                                                                                                                                                                            
|10.25 |  | Sample
    purchase order agreement with our supplier Arrow Electronics, Inc. (included as exhibit 10.25 to the Form SB-2/A filed on
    October 26, 2005).                                                                                                
|      |  |                                                                                                                                                                                                                                                            
|10.26 |  | Intentionally
                                         Omitted                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                            
|10.27 |  | Sublease
    Agreement with Quantum Fuel System Technologies, Inc. (included as exhibit 10.1 to the Form 8-K filed on September 21, 2006).                                                                                                                 
|      |  |                                                                                                                                                                                                                                                            
|10.28 |  | Form
    Of Stock Subscription Agreement By And Between Quantum Fuel Systems Technologies Worldwide, Inc. And Probe Manufacturing,
    Inc. (included as exhibit 99 to our definitive 14D filed on October 5, 2006).                                       
|      |  |                                                                                                                                                                                                                                                            
|10.29 |  | Employment
    Agreement with Reza Zarif, Chief Executive Officer of Probe Manufacturing, Inc. (included as exhibit 10.1 to Form 8-K filed
    on June 14, 2006).                                                                                          
|      |  |                                                                                                                                                                                                                                                            
|10.30 |  | Series
    C Convertible Preferred Exchange Agreement with eFund Capital Partners, LLC (included as exhibit 10.2 to Form 8-K filed on
    June 14, 2006).                                                                                                  
|      |  |                                                                                                                                                                                                                                                            
|10.31 |  | Series
    C Convertible Preferred Exchange Agreement with Reza Zarif (included as exhibit 10.3 to Form 8-K filed on June 14, 2006).                                                                                                                       
|      |  |                                                                                                                                                                                                                                                            
|10.32 |  | Series
    C Convertible Preferred Exchange Agreement with Kambiz Mahdi (included as exhibit 10.4 to Form 8-K filed on June 14, 2006
    ).                                                                                                                



68







|10.33 |  | Amended
    Series C Convertible Preferred Exchange Agreement with eFund Capital Partners, LLC (included as exhibit 10.1 to Form 8-K filed
    on August 14, 2006).                                  
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                      
|10.34 |  | Amended
    Series C Convertible Preferred Exchange Agreement with Reza Zarif (included as exhibit 10.2 to Form 8-K filed on August 14,
    2006).                                                   
|      |  |                                                                                                                                                                                                      
|10.35 |  | Amended
    Series C Convertible Preferred Exchange Agreement with Kambiz Mahdi (included as exhibit 10.3 to Form 8-K filed on August
    14, 2006).                                                 
|      |  |                                                                                                                                                                                                      
|10.36 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and Kambiz Mahdi dated August 10, 2006 (included as exhibit 10.1
    to the Form 8-K filed on August 23, 2006).               
|      |  |                                                                                                                                                                                                      
|10.37 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and Reza Zarif dated August 10, 2006 (included as exhibit 10.2
    to the Form 8-K filed on August 23, 2006).                 
|      |  |                                                                                                                                                                                                      
|10.38 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and Frank Kavanaugh dated August 10, 2006 (included as exhibit
    10.3 to the Form 8-K filed on August 23, 2006).            
|      |  |                                                                                                                                                                                                      
|10.39 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and Kambiz Mahdi dated August 10, 2006 (included as exhibit 10.4
    to the Form 8-K filed on August 23, 2006).               
|      |  |                                                                                                                                                                                                      
|10.40 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and Reza Zarif dated August 10, 2006 (included as exhibit 10.5
    to the Form 8-K filed on August 23, 2006).                 
|      |  |                                                                                                                                                                                                      
|10.41 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and Rufina Paniego dated August 10, 2006 (included as exhibit 10.6
    to the Form 8-K filed on August 23, 2006).             
|      |  |                                                                                                                                                                                                      
|10.42 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and eFund Capital Partners, LLC dated August 10, 2006 (included
    as exhibit 10.7 to the Form 8-K filed on August 23, 2006).
|      |  |                                                                                                                                                                                                      
|10.43 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and Benner Exemption Trust dated August 10, 2006 (included as exhibit
    10.8 to the Form 8-K filed on August 23, 2006).     
|      |  |                                                                                                                                                                                                      
|10.44 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and Ed Lassiter dated August 10, 2006 (included as exhibit 10.9
    to the Form 8-K filed on August 23, 2006).                
|      |  |                                                                                                                                                                                                      
|10.45 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and William Duncan dated August 10, 2006 (included as exhibit 10.10
    to the Form 8-K filed on August 23, 2006).            
|      |  |                                                                                                                                                                                                      
|10.46 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and Hoa Mai dated August 10, 2006 (included as exhibit 10.11 to
    the Form 8-K filed on August 23, 2006).                   
|      |  |                                                                                                                                                                                                      
|10.47 |  | Amended
    Line of Credit agreement between Probe Manufacturing, Inc. and Ashford Transition Fund dated August 10, 2006 (included as
    exhibit 10.12 to the Form 8-K filed on August 23, 2006).   
|      |  |                                                                                                                                                                                                      
|10.48 |  | Employee Profit Sharing Plan (included as exhibit 10.13 to the Form 8-K filed on August 23,
    2006).                                                                                               
|      |  |                                                                                                                                                                                                      
|10.49 |  | Probe
    Manufacturing 2006 Employee Incentive Stock Option Plan (included as exhibit 10.14 to the Form 8-K filed on August 23, 2006).                                                              
|      |  |                                                                                                                                                                                                      
|10.50 |  | Amended
    and Restated Series A Warrant Agreement (included as exhibit 10.1 to the Form 8-K filed on November 15, 2006).                                                                           
|      |  |                                                                                                                                                                                                      
|10.51 |  | Amended
    and Restated Series B Warrant Agreement (included as exhibit 10.2 to the Form 8-K filed on November 15, 2006).                                                                           



69







|10.52 |  | Contract
    Services Agreement for purchase order No. 43103 between Probe Manufacturing, Inc. and Mettler Electronics Corp. dated May
    8, 2007. (included as exhibit 10.1 to the Form 8-K filed on May 22, 2007).
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                      
|10.53 |  | Contract
    Services Agreement for purchase order No. 43104 between Probe Manufacturing, Inc. and Mettler Electronics Corp. dated May
    8, 2007. (included as exhibit 10.1 to the Form 8-K filed on May 22, 2007).
|      |  |                                                                                                                                                                                                                      
|10.55 |  | Contract
    Services Agreement for purchase order No. 43104 between Probe Manufacturing, Inc. and Mettler Electronics Corp. dated May
    8, 2007. (included as exhibit 10.1 to the Form 8-K filed on May 22, 2007) 
|      |  |                                                                                                                                                                                                                      
|10.56 |  | Probe
    Manufacturing, Inc. 2008 Directors Stock Compensation Plan (included as attachment to PRE14A Form 8-K filed on November 19,
    2007).                                                                     
|      |  |                                                                                                                                                                                                                      
|10.57 |  | Employment
    Letter of John Bennett date February 28, 2008 (included as exhibit 10.1 to the Form 8-K filed on February 29, 2008 and March
    27, 2008).                                                           
|      |  |                                                                                                                                                                                                                      
|10.58 |  | Amended
    Sublease Agreement dated May 19, 2008 (included as exhibit 10.1 to the Form 8-K filed on May 23, 2008).                                                                                                  
|      |  |                                                                                                                                                                                                                      
|10.59 |  | Letter
    of Intent between Probe Manufacturing and Solar Masters (included as exhibit 10.1 to the Form 8-K filed on July 28, 2008).                                                                                
|      |  |                                                                                                                                                                                                                      
|10.60 |  | Amended
    Letter of intent to acquire the assets of Solar Master Company (included as exhibit 10.1 to the Form 10-Q filed on August12,
    2008).                                                                  
|      |  |                                                                                                                                                                                                                      
|10.61 |  | Agreement
    for the sale and purchase of business assets of Solar Masters, LLC date August 13, 2008 (included as exhibit 10.1 to the Form
    8-K filed on August 21, 2008).                                       
|      |  |                                                                                                                                                                                                                      
|10.62 |  | Executive
    Consulting Agreement with Barrett Evans (included as exhibit 10.1 to the Form 8-K filed on September 12, 2008).                                                                                        
|      |  |                                                                                                                                                                                                                      
|10.63 |  | Engagement
    Letter of W. T. Uniack & Co. CPA’s P.C. (included as exhibit 10.1 to the Form 8-K filed on November 10, 2008 and
    amended on November 18, 2008).                                                   
|      |  |                                                                                                                                                                                                                      
|10.64 |  | Letter
    to Reza Zarif regarding Resignation Letter (included as exhibit 10.2 to the Form 8-K filed on November 10, 2008 and amended
    on November 18, 2008).                                                    
|      |  |                                                                                                                                                                                                                      
|10.65 |  | Resignation
    letter from Board of Directors. (included as exhibit 10.3 to the Form 8-K filed on November 10, 2008 and amended on November
    18, 2008).                                                          
|      |  |                                                                                                                                                                                                                      
|10.66 |  | Response
    from Reza Zarif Regarding 8-K dated September 25, 2008 (included as exhibit 10.4 to the Form 8-K filed on November 10, 2008
    and amended on November 18, 2008).                                      
|      |  |                                                                                                                                                                                                                      
|10.67 |  | Settlement
    Agreement and General release with Reza Zarif, dated June 2009. (included as exhibit 10.1 to the Form 8-K filed on August
    12, 2009).                                                              
|      |  |                                                                                                                                                                                                                      
|10.68 |  | Sale
    of Solar Masters to Solar Masters Acquisition Company dated July 2009 (included as exhibit 10.2 to the Form 8-K filed on August
    12, 2009).                                                              
|      |  |                                                                                                                                                                                                                      
|10.69 |  | Sale
    of Common Stock to KB Development Group, LLC (included as exhibit 10.3 to the Form 8-K filed on August 12, 2009).                                                                                           



70







|10.70 |  | Resignation
    Letters of Barrett Evans and Jeffrey Conrad (included as exhibit 10.4 to the Form 8-K filed on August 12, 2009).                                                                                                                                                                                     
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.71 |  | Summary
    of lease terms regarding Lease Agreement between Probe Manufacturing, Inc. and Benhard Family Trust dated October 14, 2009
    (included as exhibit 10.1 to the Form 8-K filed on November 20, 2009).                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.72 |  | Accounts
    Receivable Purchasing Agreement by and between Probe Manufacturing, Inc. and DSCH Capital Partners, LLC d/b/a Far West Capital,
    dated February 17, 2011 and effective as of February 18, 2011 (included as exhibit 10.1 to the Form 8-K filed on February
    24, 2011).                            
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.73 |  | Inventory
    Finance Rider to Accounts Receivable Purchasing Agreement by and between Probe Manufacturing, Inc. and DSCH Capital Partners,
    LLC d/b/a Far West Capital, dated February 17, 2011 and effective as of February 18, 2011. (included as exhibit 10.2 to the
    Form 8-K filed on February 24, 2011).
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.74 |  | Agreement
    and Plan of Acquisition between Probe Manufacturing, Inc., Trident Manufacturing, Inc. and the Shareholders of Trident Manufacturing,
    Inc., dated March 13, 2013 (included as exhibit 10.1 to the Form 8-K filed on March 15, 2013).                                                               
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.75 |  | Form
    of Series D Preferred Stock Purchase Agreement. (included as exhibit 10.1 to the Form 8-K filed on August 8, 2013).                                                                                                                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.76 |  | Form
    of Series F Warrant Agreement (included as exhibit 10.2 to the Form 8-K filed on August 8, 2013).                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.77 |  | Form
    of Series G Warrant Agreement (included as exhibit 10.3 to the Form 8-K filed on August 8, 2013).                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.78 |  | OEM
    Agreement between the Company and S-Ray, Incorporated, dated November 21, 2014 (included as exhibit 10.1 to the Form 8-K filed
    on November 24, 2014).                                                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.79 |  | Form
    of Stock Purchase Agreement (included as exhibit 10.1 to the Form 8-K filed on December 17, 2014).                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.80 |  | Registration
    Rights Agreement, by and between the Company and ETI Partners IV LLC, dated as of September 11, 2015 (included as exhibit
    4.1 to the Form 8-K filed on September 21, 2015).                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.81 |  | Asset
    Purchase Agreement, by and between the Company and General Electric International, Inc., dated as of September 11, 2015 (included
    as exhibit 10.1 to the Form 8-K filed on September 21, 2015)                                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.82 |  | Transaction
    Completion and Financing Agreement, by and between the Company and ETI Partners IV LLC, dated as of September 11, 2015 (included
    as exhibit 10.2 to the Form 8-K filed on September 21, 2015).                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.83 |  | Loan,
    Guarantee, and Collateral Agreement, by and between the Company and ETI Partners IV LLC, dated as of September 11, 2015. (included
    as exhibit 10.3 to the Form 8-K filed on September 21, 2015).                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.84 |  | Securities
    Purchase agreement between the company and Peak One Opportunity Fund, LP (included as exhibit 10.4 to the Form 10-Q filed
    on August 22, 2016).                                                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.85 |  | Subscription
    Agreement by and between the Company and Cyberfuture One LP, dated October 31, 2016. (included as exhibit 10.1 to the Form
    8-K/A filed on April 20, 2017).                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.86 |  | Securities
    Purchase agreement between the company and Peak One Opportunity Fund, LP (included as exhibit 10.4 to the Form 10-Q filed
    on November 18, 2016).                                                                                                                                                  



71







|10.87  |  | Subscription
    Agreement by and between the Company and Cyberfuture One LP, dated October 31, 2016 (included as exhibit 10.1 to the Form
    8-K/A filed on April 20, 2017).                                                                                             
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                            
|10.88  |  | Escrow
    Funding Agreement dated November 1, 2016 between Red Dot Investment, Inc., a California corporation and the Registrant (included
    as exhibit 10.2 to the Form 8-K/A filed on April 20, 2018).                                                                
|       |  |                                                                                                                                                                                                                                                                            
|10.89  |  | Partial
    Debt Settlement Agreement by and between EMA Financial, LLC, a Delaware limited liability company and the Registrant, dated
    January 9, 2017 (included as exhibit 10.1 to the Form 8-K filed on April 20, 2017).                                            
|       |  |                                                                                                                                                                                                                                                                            
|10.90  |  | Payoff
    Agreement by and between the Registrant and JSJ Investments, Inc., dated February 13, 2017 (included as exhibit 10.2 to the
    Form 8-K filed on April 20, 2017).                                                                                              
|       |  |                                                                                                                                                                                                                                                                            
|10.91  |  | Credit
    Agreement and Promissory Note by and between Megawell USA Technology Investment Fund I LLC, a Wyoming limited liability company
    in formation and the Registrant, dated December 31, 2016 (included as exhibit 10.3 to the Form 8-K filed on April 20, 2017).
|       |  |                                                                                                                                                                                                                                                                            
|10.92  |  | Common
    Stock Purchase Agreement by and between MGW Investment I Limited and the Registrant, dated February 13, 2018 (included as
    exhibit 10.20 to the Form 8-K filed on February 15, 2018).                                                                        
|       |  |                                                                                                                                                                                                                                                                            
|10.93  |  | Convertible
    Note Stock Purchase Agreement by and between the Registrant and Confections Ventures, Inc., dated February 13, 2018 (included
    as exhibit 10.21 to the Form 8-K filed on February 15, 2018).                                                            
|       |  |                                                                                                                                                                                                                                                                            
|10.94  |  | $939,500
    Convertible Promissory Note by and between Confections Ventures, Inc. and the Registrant, dated February 13, 2018 (included
    as exhibit 10.22 to the Form 8-K filed on February 15, 2018).                                                                 
|       |  |                                                                                                                                                                                                                                                                            
|10.95  |  | ETI
    IV LLC Settlement Agreement by and between the Registrant and ETI IV LLC, dated February 13, 2018 (included as exhibit 10.23
    to the Form 8-K filed on February 15, 2018).                                                                                      
|       |  |                                                                                                                                                                                                                                                                            
|10.96  |  | Reddot
    Settlement Agreement by and between the Registrant and Reddot Investment Inc., dated February 13, 2018 (included as exhibit
    10.24 to the Form 8-K filed on February 15, 2018).                                                                              
|       |  |                                                                                                                                                                                                                                                                            
|10.97  |  | $153,123
    Convertible Promissory Note of the Corporation to MGW Investment I Limited, dated February 8, 2018 (included as exhibit 10.25
    to the Form 8-K filed on February 15, 2018).                                                                                
|       |  |                                                                                                                                                                                                                                                                            
|10.98  |  | Form
    of $83,000 Convertible Promissory Note, dated 13, 2018 of Clean Energy Technologies Inc to Power Up Lending Group LTD. (Included
    as exhibit 10.98 to the Form 1-A/A filed on September 27, 2019)                                                              
|       |  |                                                                                                                                                                                                                                                                            
|10.99  |  | Form
    of $138,000 Convertible Promissory Note of Clean Energy Technologies, Inc. to Power Up Lending LTD dated February 13, 2019.
    (Included as exhibit 10.99 to the Form 1-A/A filed on September 27, 2019)                                                         
|       |  |                                                                                                                                                                                                                                                                            
|10.100 |  | Form
    of Executive Employment Agreement between Clean Energy Technologies, Inc and John Bennett dated May 17, 2019 and effective
    May 1, 2019. (Included as exhibit 10.100 to the Form 1-A/A filed on September 27, 2019)                                            
|       |  |                                                                                                                                                                                                                                                                            
|10.101 |  | Form
    of Subscription Agreement between Clean Energy Technologies, Inc. and MGW Investment I Limited, dated May 31, 2019. (Included
    as exhibit 10.101 to the Form 8-K filed on June 5, 2019).                                                                       
|       |  |                                                                                                                                                                                                                                                                            
|10.102 |  | Form
    of Securities Purchase Agreement between Power-Up Lending Group Ltd. and Clean Energy Technologies, Inc., dated October 29,
    2019 (Included as exhibit 10.102 to the Form 8-K filed on November 4, 2019).                                                      
|       |  |                                                                                                                                                                                                                                                                            
|10.103 |  | Form
    of Convertible Promissory Note between Power-Up Lending Group Ltd. and Clean Energy Technologies, Inc., dated October 29,
    2019 (Included as exhibit 10.102 to the Form 8-K filed on November 4, 2019).                                                        
|       |  |                                                                                                                                                                                                                                                                            
|10.104 |  | Form of Securities Purchase Agreement between Power-Up Lending Group Ltd. and Clean Energy Technologies, Inc., dated January 8, 2020 (included as Exhibit 10.104 of the Annual Report on Form 10-K filed on May 28, 2020).                                                 
|       |  |                                                                                                                                                                                                                                                                            
|10.105 |  | Form of Convertible Promissory Note between Power-Up Lending Group Ltd. and Clean Energy Technologies, Inc., dated January 8, 2020 (included as Exhibit 10.105 of the Annual Report on Form 10-K filed on May 28, 2020).                                                   



72







|10.106   |  | Form of Securities Purchase Agreement between Power-Up Lending Group Ltd. and Clean Energy Technologies, Inc., dated February 20, 2020 (included as Exhibit 10.106 of the Annual Report on Form 10-K filed on May 28, 2020)                                            
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  |                                                                                                                                                                                                                                                                        
|10.107   |  | Form of Convertible Promissory Note between Power-Up Lending Group Ltd. and Clean Energy Technologies, Inc., dated October 29, 2019 (included as Exhibit 10.107 of the Annual Report on Form 10-K filed on May 28, 2020).                                              
|         |  |                                                                                                                                                                                                                                                                        
|10.108   |  | Employment Agreement between Kambiz Mahdi and Form of Convertible Promissory Note between Power-Up Lending Group Ltd. and Clean Energy Technologies, Inc., effective July 1, 2019 (included as Exhibit 10.108 of the Annual Report on Form 10-K filed on May 28, 2020).
|         |  |                                                                                                                                                                                                                                                                        
|14.1     |  | Code of Ethics (included as exhibit 14.1 to the Form 10-KSB on April 17, 2006).                                                                                                                                                                                        
|         |  |                                                                                                                                                                                                                                                                        
|14.2     |  | Amended
    and Restated Code of Business Conduct and Ethics, adopted September 23, 2011 (included as exhibit 14.1 to the Form 8-K filed
    on September 29, 2011).                                                                                                   
|         |  |                                                                                                                                                                                                                                                                        
|21.1     |  | List of Subsidiaries (included as Exhibit 21.1 of the Annual Report on Form 10-K filed on May 28, 2020)                                                                                                                                                                
|         |  |                                                                                                                                                                                                                                                                        
|24.1     |  | Power of Attorney (included on the Signature Page of the Annual Report on Form 10-K filed on May 28, 2020)                                                                                                                                                             
|         |  |                                                                                                                                                                                                                                                                        
|31.1*    |  | Certification
    of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                        
|31.2*    |  | Certification
    of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                        
|32.1*    |  | Certification
    of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.                                                                                                         
|         |  |                                                                                                                                                                                                                                                                        
|101.INS* |  | XBRL
    Instance Document                                                                                                                                                                                                                                             
|         |  |                                                                                                                                                                                                                                                                        
|101.SCH* |  | XBRL
    Taxonomy Extension Schema Document                                                                                                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                        
|101.CAL* |  | XBRL
    Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                              
|         |  |                                                                                                                                                                                                                                                                        
|101.LAB* |  | XBRL
    Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                    
|         |  |                                                                                                                                                                                                                                                                        
|101.PRE* |  | XBRL
    Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                             
|         |  |                                                                                                                                                                                                                                                                        
|101.DEF* |  | XBRL
    Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                               










*
Filed herewith



73