UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	~~NINE MONTHS ENDED~~QUARTERLY REPORT DATED SEPTEMBER 30, ~~2019~~2020 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	~~For the nine months ended September 30, 2019~~

or

For the three months ended September 30, 2020

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	~~For the transition period from _________to__________~~

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~~

2990 Redhill Ave, Costa Mesa, California 92626

(Address of principal executive offices)

(949) 273-4990

(Registrant’s telephone number, including area code)

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.

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

As of November ~~14, 2019,~~19, 2020, there were ~~748,907,656~~782,560,049 shares of the Registrant’s $0.001 par value common stock issued and outstanding.

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		CETY		OTC.QB

CLEAN ENERGY TECHNOLOGIES, INC.

(A Nevada Corporation)

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS	3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2728

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3534

ITEM 4.	CONTROLS AND PROCEDURES	35

PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	35

ITEM 1A.	RISK FACTORS	3635

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3635

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	36

ITEM 4.	MINE SAFETY DISCLOSURES	36

ITEM 5.	OTHER INFORMATION	36

ITEM 6.	EXHIBITS	3736

Page 2 of 4237

Part I – Financial Information

Item 1. Financial Statements

Clean Energy Technologies, Inc.

Consolidated Financial Statements

(Expressed in US dollars)

September 30, ~~2019~~2020 (unaudited)

Financial Statement Index

Consolidated Balance Sheets September 30, 2020 (unaudited) and December 31, 2019	4

Consolidated Statements of Operations (unaudited)	5

Consolidated Statements of Stockholders Equity (unaudited)	6

Consolidated Statements of Cash Flows (unaudited)	7

Notes to the Consolidated Financial Statements (unaudited)	8

Page 3 of 4237

Clean Energy Technologies, Inc.

Consolidated Balance Sheet

	(Un-audited)			(audited)			(Unaudited)			(audited)
	September 30, 2019			December 31, 2018			September 30, 2020			December 31, 2019
Assets
Current Assets:
Cash	$	179,855		$	6,456		$	27,630		$	7,406
Accounts receivable - net		661,425			724,845			1,241,200			1,288,258
Lease receivable asset								217,584			217,584
Inventory		790,789			711,894			550,860			630,204
Total Current Assets		1,632,069			1,443,195			2,037,274			2,143,452
Property and Equipment - Net		75,644			96,027			55,045			74,467

Goodwill		747,976			747,976			747,976			747,976
License		354,322			354,322			354,322			354,322
Patents		142,291			151,199			130,414			139,322
Right of use Operating asset - long term		872,817			-
Right of use asset - long term								667,040			822,284
Other Assets		25,400			25,400			25,400			25,400
Total Non Current assets		2,142,806			1,278,897			1,980,197			2,163,771
Total Assets	$	3,850,519		$	2,818,119		$	4,017,471		$	4,307,223

Liabilities and Stockholders’ (Deficit)
Current Liabilities:
Bank Overdraft	$	-		$	5,850		$	-		$	1,480
Accounts payable - trade		1,097,429			1,033,375
Accounts payable								1,487,837			1,587,989
Accrued Expenses		1,860,477			1,786,796			590,274			503,849
Accrued Expenses Related party		220,667			123,394
Customer Deposits		309,230			365,815			82,730			309,230
Warranty Liability		100,000			100,000			100,000			100,000
Deferred Revenue		47,750			33,000			33,000			47,750
Derivative Liability		253,781			245,988			420,687			320,794
Lease Liability - current		197,055			-
Notes Payable - Current (net of discount)		3,083,998			2,775,090
Notes Payable - Current - Related Party		996,173			1,144,505
Facility Lease Liability - current								214,395			201,297
Line of Credit								1,710,127			1,617,086
Notes payable - PPL								110,700			-
Notes payable - GE								2,428,174			2,386,234
Convertible Notes Payable (net of discount of $146,701 and $80,647 respectively)								588,004			373,249
Related Party Notes Payable (net of discount of $0 and $29,227 Respectively								1,663,725			1,480,183
Total Current Liabilities		8,166,559			7,613,813			9,429,654			8,929,141
Long-Term Debt:
Lease Liability - long term		682,714			-
Facility Lease Liability - long term								468,320			630,560
Net Long-Term Debt		682,714			-			468,320			630,560
Total Liabilities		8,849,273			7,613,813			9,897,974			9,559,701

Commitments and contingencies	$	-		$	-		$	-		$	-

Stockholders’ (Deficit)
Preferred D stock, stated value $100 per share; 20,000 shares authorized; 7,500 shares and 7,500 shares issued and 6,500 and 7,500 outstanding respectively		650,000			750,000
Common stock, $.001 par value; 2,000,000,000 shares authorized; 748,657,656 and 555,582,656 shares issued and outstanding respectively		748,659			555,585
Shares to be issued		5,000			262,000
Preferred D stock, stated value $100 per share; 20,000 shares authorized; 7,500 shares and 7,500 shares issued and 4,500 and 6,500 outstanding as of September 30, 2020 and December 31, 2019, respectively								450,000			650,000
Common stock, $.001 par value; 2,000,000,000 shares authorized; 777,033,772 and 753,907,656 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively								777,035			753,909
Additional paid-in capital		7,484,581			5,236,456			8,164,151			7,559,331
Accumulated deficit		(13,886,994	)		(11,599,735	)		(15,271,689	)		(14,215,718	)
Total Stockholders’ (Deficit)		(4,998,754	)		(4,795,694	)		(5,880,503	)		(5,252,478	)
Total Liabilities and Stockholders’ Deficit	$	3,850,519		$	2,818,119		$	4,017,471		$	4,307,223

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

Page 4 of 4237

Clean Energy Technologies, Inc.

Consolidated Statement of Operations

~~For~~for the three and nine months ended September 30,

~~(Un-Audited)~~Un-audited

	three months ended September 30,						nine months ended September 30,						Three months ended						Nine months ended
	2019			2018			2019			2018			2020			2019			2020			2019
Sales	$	126,546		$	532,137		$	455,077		$	1,243,630		$	215,318		$	126,546		$	1,230,131		$	455,077
Cost of Goods Sold		81,361			226,556			292,593			559,514			112,288			81,361			548,895			292,593
Gross Profit		45,185			305,581			162,484			684,116			103,030			45,185			681,236			162,484

General and Administrative
General and Administrative expense		130,940			98,909			330,788			302,349			115,527			119,176			345,629			307,260
Salaries		209,954			192,409			617,821			541,134			183,972			209,954			569,734			617,821
Professional fees		28,186			20,786			98,871			108,844
Travel		113,492			30,301			199,599			66,969			27,045			113,492			67,861			199,599
Professional Fees														52,034			28,186			129,385			98,871
Consulting		34,475			18,125			42,800			53,157			27,963			34,475			49,162			42,800
Facility lease		80,863			68,346			243,715			207,671
Share Based Expense		-			-			-			91,140
Facility lease and Maintenance														86,667			80,863			280,303			243,715
Depreciation and Amortization														9,443			11,764			28,329			23,528
Total Expenses		597,910			428,876			1,533,594			1,371,264			502,651			597,910			1,470,403			1,533,594
Net Profit / (Loss) From Operations		(552,725	)		(123,295	)		(1,371,110	)		(687,148	)		(399,621	)		(552,725	)		(789,167	)		(1,371,110	)

Change in derivative liability		290,741			221,395			185,811			5,058			88,836			292,741			208,195			185,811
Gain / (Loss) on disposition of assets		-			-			-			7,456
Financing Fees		-			-			-			(378,155	)
Interest Expense		(396,704	)		(253,482	)		(1,041,961	)		(713,994	)
Gain / (Loss) on debt settlement’ and write down														191,833			-			431,698			-
Interest and Financing fees														(393,937	)		(396,704	)		(906,696	)		(1,041,961	)
Net Profit / (Loss) Before Income Taxes		(658,688	)		(155,382	)		(2,227,260	)		(1,766,783	)		(512,889	)		(656,688	)		(1,055,970	)		(2,227,260	)
Income Tax Expense		-			-			-			-			-			-			-			-
Net Profit / (Loss)	$	(658,688	)	$	(155,382	)	$	(2,227,260	)	$	(1,766,783	)	$	(512,889	)	$	(656,688	)	$	(1,055,970	)	$	(2,227,260	)

Per Share Information:
Basic and diluted weighted average number of common shares outstanding		666,391,352			553,354,983			604,602,711			498,909,645			768,031,046			666,391,352			762,841,333			604,602,711

Net Profit / (Loss) per common share basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

The accompanying footnotes are an integral part of these ~~consolidated~~Consolidated financial statements

Page 5 of 4237

Clean Energy Technologies, Inc.

Consolidated Statement of Stockholders Equity

September 30, ~~2019~~2020

~~(Un-Audited)~~(unaudited)

Common Stock
.001 Par Preferred Stock Common Stock
to be issued Additional Paid in Accumulated Stockholders’ Deficit
Description Shares Amount Shares Amount Amount Capital Deficit Totals
December 31, 2017 210,881,122 210,883 7,500 750,000 58,000 3,657,653 (8,789,717 ) (4,113,180 )

Shares issued for Note conversions 26,054,672 26,055 - - (58,000 ) 203,580 171,635
Shares issued for Services 13,800,000 13,800 59,340 73,140
Shares issued for cash 302,462,667 302,463 604,914 907,377
BCF on 939,500 532,383 532,383
Shares to be issued 18,000 18,000
Net Loss (1,313,258 ) (1,313,258 )
March 31, 2018 553,198,461 553,201 7,500 750,000 18,000 5,057,870 (10,102,975 ) (3,723,904 )

BCF on 153K note 127,602 127,602
Net Loss (298,142 ) (298,142 )
June 30, 2018 553,198,461 553,201 7,500 750,000 18,000 5,185,472 (10,401,117 ) (3,894,444 )

Shares issued for services 1,500,000 1,499 (18,000 ) 16,501 (2 ) (2 )
Net Loss (155,382 ) (155,382 )
September 30, 2018 554,698,461 554,700 7,500 750,000 - 5,201,973 (10,556,501 ) (4,049,828 )

Shares to be issued for compensation 262,000 262,000
Shares issued for debt conversion 884,195 884 34,484 35,368
Net Loss (1,043,234 ) (1,043,234 )
December 31, 2018 555,582,656 555,584 7,500 750,000 262,000 5,236,457 (11,599,735 ) (4,795,694 )

Shares to be issued for compensation 20,000,000 20,000 (262,000 ) 242,000 -
Net Loss (726,777 ) (726,777 )
March 31, 2019 575,582,656 575,584 7,500 750,000 - 5,478,457 (12,326,512 ) (5,522,471 )

Shares to be issued - - - - 932,680 1,066,520 - 1,999,200
Shares returned from admin. hold 75,000 75 - - - (75 ) - -
Shares issued for cash 500,000 500 - - - 9,500 - 10,000
Prefered shares reclassed - - (200 ) (20,000 ) - 20,000 - -
Shares issued for Preferred stock conversion 4,000,000 4,000 (800 ) (80,000 ) - 136,000 (60,000 ) -
Net Loss (841,795 ) (841,795 )
June 30, 2019 580,157,656 580,159 6,500 650,000 932,680 6,710,402 (13,228,307 ) (4,355,066 )

Shares to be issued 168,000,000 168,000 (932,680 ) 764,680 -
Shares issued for cash 500,000 500 9,500 10,000
Subscriptions Received - 5,000 - 5,000
Net Loss (658,688 ) (658,688 )
September 30, 2019 748,657,656 748,659 6,500 650,000 5,000 7,484,582 (13,886,995 ) (4,998,754 )

Common Stock
.001 Par Preferred Stock Common Stock
to be issued Additional Paid in Accumulated Stock
holders’ Deficit
Description Shares Amount Shares Amount Amount Capital Deficit Totals
December 31, 2018 555,582,656 $ 555,584 7,500 $ 750,000 $ 262,000 $ 5,236,457 $ (11,599,735 ) $ (4,795,694 )

Shares to be issued for compensation 20,000,000 20,000 (262,000 ) 242,000 -
Net Loss (726,777 ) (726,777 )
March 31, 2019 575,582,656 575,584 7,500 750,000 - 5,478,457 (12,326,512 ) (5,522,471 )

Shares to be issued - - - - 932,680 1,066,520 - 1,999,200
Shares returned from admin. hold 75,000 75 - - - (75 ) - -
Shares issued for cash 500,000 500 - - - 9,500 - 10,000
Prefered shares reclassed - - (200 ) (20,000 ) - 20,000 - -
Shares issued for Preferred stock conversion 4,000,000 4,000 (800 ) (80,000 ) - 136,000 (60,000 ) -
Net Loss (841,795 ) (841,795 )
June 30, 2019 580,157,656 580,159 6,500 650,000 932,680 6,710,402 (13,228,307 ) (4,355,066 )

Shares to be issued 168,000,000 168,000 (932,680 ) 764,680 -
Shares issued for cash 500,000 500 9,500 10,000
Subscriptions Received - 5,000 - 5,000
Net Loss (658,688 ) (658,688 )
September 30, 2019 748,657,656 748,659 6,500 650,000 5,000 7,484,582 (13,886,995 ) (4,998,754 )

Shares to be issued - - - -
Shares issued for cash 250,000 250 (5,000 ) 4,750 -
Subscriptions Received 5,000,000 5,000 - 70,000 75,000
Net Loss (328,724 ) (328,724 )
December 31, 2019 753,907,656 753,909 6,500 650,000 - 7,559,332 (14,215,719 ) (5,252,478 )

Shares issued for debt conversion 1,700,000 1,700 - 32,300 34,000
Shares issued for cash 4,523,333 4,522 120,478 125,000
Preferred conversions 2,000,000 2,000 (800 ) (80,000 ) 78,000 -
Net Loss (313,574 ) (313,574 )
March 31, 2020 762,130,989 $ 762,131 5,700 $ 570,000 $ - $ 7,790,110 $ (14,529,293 ) $ (5,407,052 )

Shares issued for S1 commitment 764,526 765 9,235 10,000
-
Net Loss (229,507 ) (229,507 )
June 30, 2020 762,895,515 $ 762,896 5,700 $ 570,000 $ - $ 7,799,345 $ (14,758,800 ) $ (5,626,559 )

Shares issued for S1 puts 9,138,257 9,139 211,385 220,524
Conversion of Preferred Series D 3,000,000 3,000 (1,200 ) (120,000 ) 117,000 -
Shares issued for Induement 2,000,000 2,000 36,421 38,421
-
Net Loss (512,889 ) (512,889 )
September 30, 2020 777,033,772 $ 777,035 4,500 $ 450,000 $ - $ 8,164,151 $ (15,271,689 ) $ (5,880,503 )

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

Page 6 of 4237

Clean Energy Technologies, Inc.

Consolidated Statements of Cash Flows

~~For~~for the nine months ended September 30,

~~(Un-Audited)~~Un-audited

	2019			2018			2020			2019
Cash Flows from Operating Activities:
Net Income / ( Loss )	$	(2,227,260	)	$	(1,766,783	)
Net Income / (Loss)							$	(1,055,970	)	$	(2,227,260	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		35,291			40,713			28,329			35,291
Share based compensation		-			91,140
Gain on disposal of fixed assets		-			7,456
Financing fees		-			233,450
Change in Derivative Liability and Debt discount		260,582			285,078
Gain on debt settlement								(431,698	)		-
Shares issued for inducement								48,421			-
Change in debt discount and Financing fees								442,560			-
Change in derivative liability and Debt Discount								(208,195	)		260,582
Changes in assets and liabilities:
(Increase) decrease in Right of use asset		(872,817	)		-
(Increase) decrease in Right of use Liability		879,769			-
(Increase) decrease in right of use asset								155,244			(872,817	)
(Increase) decrease in lease liability								(149,142	)		879,769
(Increase) decrease in accounts receivable		63,420			(299,326	)		47,058			63,420
(Increase) decrease in inventory		(78,895	)		64,482			79,344			(78,895	)
(Decrease) increase in accounts payable		64,054			34,132			60,234			64,054
Other (Decrease) increase in accrued expenses		73,681			62,584			214,815			73,681
Other (Decrease) increase in accrued expenses -related party		97,273			-
Other (Decrease) increase in accrued expenses related party								23,889			97,273
Other (Decrease) increase in deferred revenue		14,750			-			(14,750	)		14,750
Other (Decrease) increase in customer deposits		(56,585	)		-			(226,500	)		(56,585	)
Net Cash Used In Operating Activities		(1,746,737	)		(1,247,074	)
Net Cash Provided by (Used In) Operating Activities								(986,361	)		(1,746,737	)

Cash Flows from Investing Activities
Purchase property plant and equipment		(6,000	)		-			-			(6,000	)
Cash Flows Used In Investing Activities		(6,000	)		-			-			(6,000	)

Cash Flows from Financing Activities
Bank Overdraft / (Repayment)		(5,850	)		(10,863	)		(1,480	)		(5,850	)
Payments on notes payable		(596,000	)		(198,296	)
Payment on notes payable								(156,000	)		(596,000	)
Proceeds from notes payable and lines of credit		503,786			569,946			818,541			503,786
Proceeds from notes payable related party								-			-
Stock issued for cash		2,024,200			907,377			345,524			2,024,200
Cash Flows Provided By Financing Activities		1,926,136			1,268,164			1,006,585			1,926,136

Net (Decrease) Increase in Cash and Cash Equivalents		173,399			21,090			20,224			173,399
Cash and Cash Equivalents at Beginning of Period		6,456			9,418			7,406			6,456
Cash and Cash Equivalents at End of Period	$	179,855		$	30,508		$	27,630		$	179,855

Supplemental Cashflow Information:
Interest Paid	$	475,966		$	215,785		$	142,184		$	475,966
Taxes Paid	$	-		$	-		$	-		$	-

Supplemental Non-Cash Disclosure
Shares issued for Services	$	-		$	91,140
Discount on derivatives							$	134,961		$	-
Shares issued for services
Shares issued for preferred conversions	$	80,000		$	-		$	80,000		$	80,000
Shares issued for note conversions	$	-		$	171,635
Shares issued for debt conversion conversions							$	34,000		$	-

The accompanying footnotes are an integral part of these ~~Consolidated~~consolidated financial statements

Page 7 of 4237

Clean Energy Technologies, Inc.

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

These unaudited interim consolidated financial statements as of and for the three ~~and nine~~ months ended September 30, ~~2019,~~2020, reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

These unaudited interim consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end December 31, ~~2018,~~2019, report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and nine months ended September 30, ~~2019,~~2020, are not necessarily indicative of results for the entire year ending December 31, ~~2019.~~2020.

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

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 $5,880,503 and a working capital deficit of $7,392,380 and a net loss of $512,889 for the three months ended September 30, 2020. The company also had an accumulated deficit of $15,271,689 as of September 30, 2020. 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.

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.

Estimates

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

Cash and Cash Equivalents

We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial ~~bank.~~bank, at times we may exceed the FDIC limits. 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.

Page 8 of 37

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 September 30, ~~2019,~~2020, and December 31, ~~2018,~~2019, we had a reserve for potentially un-collectable accounts of ~~$57,000. Five (5) customers accounted for approximately 96% of accounts receivable at September 30, 2019. Our trade accounts primarily represent unsecured receivables.~~$82,000 and $82,000 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. The three and nine months ended September 30, 2020; our bad debt expense was $0 compared to $0 for the same period in 2019.

Lease asset

As of September 30, 2020, and December 31, 2019 we had a lease asset that was purchased from General electric with a value of $1,309,527, however due the purchase price allocation, we recognized a value of $217,584. The lease is due to be commissioned in the first quarter of 2021 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 September 30, ~~2019,~~2020, and December 31, ~~2018,~~2019, we had a reserve for potentially obsolete inventory of $250,000.

~~Page 8 of 42~~

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”).

Page 9 of 37

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 ~~and clean energy revenue:~~Divisions:

●~~Identify the contract with the customer~~

●~~Identify the performance obligations in the contract~~

●~~Determine the transaction price~~

●~~Allocate the transaction price to the performance obligations in the contract~~

●~~Recognize revenue when the company satisfies a performance obligation~~

We also collect deposits with our order. Our customer deposit are recognized as revenue when we have met the contractual obligations. The following is table summarizes the customer deposit activity for the nine months ended September 30, 2019:

Customer Deposits as of December 31, 2018 $ 365,815
Customer Deposits applied (56,585 )
New customer Deposits -
Customer Deposits as of September 30, 2019 $ 309,230

	●	Identify the contract with the customer
	●	Identify the performance obligations in the contract
	●	Determine the transaction price
	●	Allocate the transaction price to the performance obligations in the contract
	●	Recognize revenue when the company satisfies a performance obligation

Page 910 of 4237

We Invoice the customer at the time of the contract and only recognize the revenue when the company satisfies a performance obligation. The following is table summarizes the deferred revenue activity for the nine months ended September 30, 2019:

Deferred revenue December 31, 2018 $ 33,000
Deferred revenue recognized in the Nine months ended September 30, 2019 -
Additional deferred revenue added in the Nine months ended September 30, 2019 14,750
Deferred revenue September 30, 2019 $ 47,750

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

●~~We generate a quotation~~

	●	We generate a quotation
	●	We receive Purchase orders from our customers.
	●	We build the product to their specification
	●	We invoice at the time of shipment
	●	The terms are typically Net 30 days

●~~We receive Purchase orders~~Also, from time to time our ~~customers.~~

●~~We build~~contracts state that the ~~product~~customer is not obligated to ~~their specification~~

●~~We invoice at~~pay a final payment until the ~~time~~units are commissioned, i.e. a final payment of ~~shipment~~

●~~The terms are typically Net~~10%. As of September 30, ~~days~~2020, and December 31, 2019 we had $33,000 and $47,750 of deferred revenue, which is expected to be recognized in the forth quarter of year 2020. There is an additional ~$75,000 to be billed for labor/installation/commissioning services per the customer contracts outstanding as of September 30, 2020.

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 range of 90% to 112% and using a risk free interest rate of .15%

~~Page 10 of 42~~

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 September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019, reflect:

Level 1 Level 2 Level 3 Total

Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 245,988 $ 245,988

	Level 1		Level 2		Level 3		Total

Fair value of convertible notes derivative liability – December 31, 2019	$	–	$	–	$	320,794	$	320,794

Level 1 Level 2 Level 3 Total

Fair value of convertible notes derivative liability – September 30, 2019 $ – $ – $ 253,781 $ 253,781

	Level 1		Level 2		Level 3		Total

Fair value of convertible notes derivative liability – September 30, 2020	$	–	$	–	$	420,687	$	420,687

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.

Page 11 of 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 September 30, ~~2019,~~2020, we had outstanding common shares of ~~748,657,656~~777,033,772 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents atfor the three months ended September 30, 2020 and 2019 were 768,031,046 and ~~2018 were 604,602,711 and 498,909,645,~~666,391,352, respectively. ~~In addition,~~As of September 30, 2020, we had convertible notes and related party convertible notes, convertible into approximately 544,398,805 of additional common shares, outstanding preferred shares convertible into 5,625,000, calculated @ $.08 of additional common shares ~~of approximately 613 million shares.~~and 8,000,000 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 we also had an adjustment to retained earnings of $60,000 due to the inducement on the conversion of preferred shares.~~anti-dilutive.

Research and Development

We had no amounts of research and development R&D expense during the three and nine months ended September 30, ~~2019~~2020 and ~~2018.~~2019.

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 ~~Technologies; Heat recovery solutions~~HRS (HRS), Cety Europe and ~~our service center CETY Europe, which provides support~~the legacy Engineering and Manufacturing services ~~to our currently installed units in Europe.~~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~~Prior to ~~note 1 for a description of the various product categories manufactured under each of these segments.~~ December 31, 2015 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.

~~Page 11 of 42~~

Selected Financial Data:

	Nine months ended September 30						For the nine months ended September 30,
	2019			2018			2020			2019
Net Sales
Electronics Assembly		344,905			484,156
Manufacturing and Engineering								361,697			344,905
Clean Energy HRS		46,662			759,474			823,928			46,662
Cety Europe		64,035			-
CETY Europe								44,506			64,035
Total Sales		455,077			1,243,630			1,230,131			455,602

Segment income and reconciliation before tax
Electronics Assembly		78,314			99,817
Manufacturing and Engineering								124,790			78,314
Clean Energy HRS		37,463			584,299			518,965			37,463
Cety Europe		46,707			-
CETY Europe								37,481			46,707
Total Segment income		162,484			684,116			681,236			162,484

Reconciling items
General and Administrative expense		(330,788	)		(302,349	)		(345,629	)		(307,260	)
Salaries		(617,821	)		(541,134	)		(569,734	)		(617,821	)
Travel								(67,861	)		(199,599	)
Professional fees		(98,871	)		(108,844	)		(129,385	)		(98,871	)
Travel		(199,599	)		(66,969	)
Consulting		(42,800	)		(53,157	)		(49,162	)		(42,800	)
Facility lease		(243,715	)		(207,671	)		(280,303	)		(243,715	)
Share Based Expense		-			(91,140	)
Depreciation								(28,329	)		(23,528	)
Change in derivative liability		185,811			5,058			208,195			185,811
Gain / (Loss) on disposition of assets		-			7,456
Financing fees		-			(378,155	)
Interest expense		(1,041,961	)		(713,994	)
Gain debt settlement								431,698			-
Interest Expense								(906,696	)		(1,041,961	)
Net Loss before income tax		(2,227,260	)		(1,766,783	)		(1,055,970	)		(2,227,260	)

	September 30, 2019		September 30, 2018		September 30, 2020	December 31, 2019
Total Assets
Electronics Assembly		2,116,907		1,064,325	1,628,124	2,116,907
Clean Energy HRS		1,717,316		1,918,955	2,271,068	1,717,316
Cety Europe		16,296		-
		3,850,519		2,983,280
CETY Europe					42,008	16,296
Total Assets					3,941,200	3,850,519

Page 12 of 4237

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; however, due to the thinly traded nature of our stock, we have chosen to use an average of the annual volatility of like companies in our industry.~~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 ~~nine months ended September 30, 2019ly~~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 nine~~The three months ended September 30, ~~2019~~2020 and ~~2018~~2019 we had $0 and ~~$91,140~~$0 respectively, in share-based expense, due to the issuance of common stock. As of September 30, ~~2019,~~2020, we had no further non-vested expense to be recognized.

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 ~~three~~ months ended September 30, ~~2019~~2020 using a Federal Tax Rate of 21%.

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25Income 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 September 30, ~~2019,~~2020, we had a net operating loss carry-forward of approximately ~~$(4,646,730)~~$(6,705,252) and a deferred tax asset of ~~approximately $975,813~~$1,408,124 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of ~~$(975,813)~~$(1,408,124). 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 September 30, ~~2019,~~2020 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

Page 13 of 4237

September 30, 2019 December 31, 2018
Deferred Tax Asset $ 975,813 $ 515,944
Valuation Allowance (975,813 ) (515,944 )
Deferred Tax Asset (Net) $ - $ -

	September 30, 2020			December 31, 2019
Deferred Tax Asset	$	1,408,124		$	1,126,860
Valuation Allowance		(1,408,124	)		(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”).

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

We are subject to taxation in the U.S. and the ~~state~~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, total liabilities or stockholders’ equity as previously reported. We reclassified accrued interest and other accrued expenses to the respective note’s payable accounts. See Note 8 for the GE liability, convertible notes payable and note 12 regarding the related party disclosure

~~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 $5,007,979 and an accumulated deficit of $(13,896,219) and a working capital deficit of $6,353,612 and a net loss of $2,236,484 for the nine months ended September 30, 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.

~~NOTE 2– RECENT ACCOUNTING PRONOUNCEMENTS~~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.

	●	~~Update 2019-04—Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments~~

	●	~~Update 2019-01—Leases (Topic 842): Codification Improvements~~

	●	~~Update 2018-17—Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities~~

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 the impact on the company is under evaluation.

~~Page 14 of 42~~

	●	~~Update 2018-13—Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement~~

	●	~~Update 2018-08—Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities~~

	●	~~Update 2018-05~~—Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets

	●	~~Update 2018-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~

	●	~~Update 2018-03~~—Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2017 and November 17, 2017 EITF Meetings (SEC Update)

	●	~~Update 2018-01—Business Combinations (Topic 805): Clarifying the Definition of a Business~~

~~FASB ASU 2016-02 “Leases (Topic 842)” –~~~~In February 2016, the FASB~~Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This was issued ~~ASU 2016-02, which requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset~~in August of 2020 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 isbecome effective for fiscal years beginning after December 15, ~~2018,~~2021, including interim periods within those fiscal years. We ~~have adopted~~are in the ~~above ASU as~~process of ~~January 1, 2019. The right of use asset and lease liability have been recorded at~~evaluating the ~~present value of~~impact to 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.~~company.

Page 1514 of 4237

NOTE 32 – ACCOUNTS AND NOTES RECEIVABLE

September 30, 2019 December 31, 2018
Accounts Receivable Trade $ 718,425 $ 781,845
Less Reserve for uncollectable accounts (57,000 ) (57,000 )
Accounts receivable - net $ 661,425 $ 724,845

	September 30, 2020			December 31, 2019
Accounts Receivable	$	1,323,200		$	1,370,258
Less Reserve for uncollectable accounts		(82,000	)		(82,000	)
Accounts Receivable (Net)	$	1,241,200		$	1,288,258

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

Note 3 – Lease Asset

		September 30, 2020				December 31, 2019
Lease asset		$	217,584			$	217,584

The Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of September 30, 2020 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.

NOTE 4 – INVENTORY

Inventories by major classification were comprised of the following at:

	September 30, 2019			December 31, 2018			September 30, 2020			December 31, 2019
Raw Material	$	947,349		$	952,214		$	763,928		$	848,464
Work in Process		93,440			9,680			36,932			31,740
Total		1,040,789			961,894			800,860			880,204
Less reserve for excess or obsolete inventory		(250,000	)		(250,000	)		(250,000	)		(250,000	)
Total Inventory	$	790,789		$	711,894
Inventory							$	550,860		$	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:

	September 30, 2019			December 31, 2018			September 30, 2020			December 31, 2019
Capital Equipment	$	1,348,794		$	1,342,794		$	1,350,794		$	1,350,794
Leasehold improvements		75,436			75,436			75,436			75,436
Accumulated Depreciation		(1,348,586	)		(1,322,203	)		(1,371,185	)		(1,351,763	)
Property and Equipment - Net	$	75,644		$	96,027
Net Fixed Assets							$	55,045		$	74,467

~~For~~Our Depreciation Expense the three months ended September 30, 2020 and 2019 was $6,474 and $8,794 respectively.

Our Depreciation Expense the nine months ended September 30, 2020 and 2019 ~~we recognized depreciation expense in the amount of $17,586~~was $ 28,329 and ~~for the three months ended September 30, 2018 we recognized depreciation expense in the amount of $8,793~~$23,528 respectively.

~~For the nine months ended September 30, 2018 we recognized depreciation expense in the amount~~Our Property Plant and Equipment is pledged to Nations Interbanc, our line of ~~$31,085 and for the three months ended September 30, 2018 we recognized depreciation expense in the amount of $9,285~~credit.

Page 15 of 37

NOTE 6 – INTANGIBLE ASSETS

Intangible assets were comprised of the following at:

	September 30, 2019			December 31, 2018			September 30, 2020			December 31, 2019
Goodwill	$	747,976		$	747,976		$	747,976		$	747,976
License		354,322			354,322			354,322			354,322
Patents		190,789			190,789			190,789			190,789
Accumulated Amortization		(48,498	)		(39,590	)		(60,375	)		(51,467	)
Net Intangible Assets	$	1,244,589		$	1,253,497		$	1,232,712		$	1,241,620

Our Amortization Expense ~~for~~ the three months ended September 30, ~~2019~~2020 and ~~2018~~2019 was $2,969 and ~~2,969~~$2,969 respectively.

Our Amortization Expense ~~for~~ the nine months ended September 30, 2020 and 2019 was $5,938 and ~~2018 was $2,969 and 2,969~~$5,938 respectively.

~~Page 16 of 42~~

NOTE 7 – ACCRUED EXPENSES

September 30, 2019 December 31, 2018

Accrued Payroll $ 187,715 $ 224,514
Accrued Interest 576,905 466,425
Accrued Interest Related party 220,667 123,394
Customer Deposit 309,230 365,815
Accrued Payable to GE - TSA 972,231 972,231
Accrued Rents and Moving Expenses 123,625 123,626
$ 2,390,373 $ 2,276,005

	September 30, 2020		December 31, 2019

Accrued Payroll	$	222,925	$	172,371
Accrued VAT Taxes		29,679		19,856
Accrued Interest		337,670		311,620
Total accrued expenses	$	590,274	$	503,847

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 September 30, ~~2019~~2020, the outstanding balance was ~~$38,500.~~$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 1^stquarter of 2020.

On November 11, 2013, we entered ~~in to~~into an accounts receivable financing agreement with American Interbanc (now Nations Interbanc). Amounts outstanding under the agreement bear interest at the rate of 2.5% 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 September 30, ~~2019,~~2020, the outstanding balance was ~~$1,590,300.~~$1,710,127 compared to $1,617,086 at December 31, 2019.

Page 16 of 37

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 ~~nine months ended September 30, 2019ly installments~~quarterly instalments of principal and interest of $157,609, commencing on December 31, 2016 and continuing until December 31, ~~2018~~2019, 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~~full.

Total Liability to GE

	September 30, 2020		December 31, 2019
Note payable GE	$	1,200,000	$	1,200,000
Accrued transition services		972,233		972,233
Accrued Interest		255,941		214,001
Total	$	2,428,174	$	2,386,234

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.

On ~~September 15, 2016, Meddy Sahebi, Chairman of our previous Board of Directors, advanced~~May 4^,2020 the ~~Company $5,000. There were no specified terms~~company entered in to a payroll protection loan, with Comerica bank, guaranteed by the SBA due May 4, 2022 for ~~repayment of this loan other than that it was to be repaid within a reasonable time. As of September 30, 2019, the outstanding balance was $5,000.~~

~~On September 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $250,000,~~$110,700, with an interest rate of ~~Eight Percent (8%) per annum~~1%. This note payment in full is due May 4, 2022 and ~~a maturity date~~also has the possibility of ~~September 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.

~~Page 17 of 42~~

~~On April 15, 2019 we received an advance from an un-related party for $40,000, this advance has no interest rate or repayment terms.~~forgiveness.

Convertible notes

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.”

On January 9, 2017, we effected the partial repayment of the convertible note dated July 6, 2016. The holder had elected to convert $15,400 ($11,544 in principal and $3,855 in accrued interest) into a total of 7,000,000 shares of Common Stock. The conversion left $66,205 remaining due and payable under the July 2016 convertible note and we paid the note holder a total of $89,401 in repayment. On January 12, 2017, we effected the partial repayment of the convertible note dated September 6, 2016. The holder had elected to retain $26,117 (consisting of $24,228 in principal and $1,899 in interest), leaving $60,941 remaining due and payable under the September 2016 convertible note, which was satisfied and canceled in consideration of the payment to the note holder of $97,506. On January 9, 2017, we effected the repayment in full of the convertible note dated August 12, 2016 through payment to the note holder of a total of $89,401.

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.

The foregoing summary descriptions of the Escrow Funding Agreement (including amendments to the Master Note), the Settlement Agreement, and the Credit Agreement are not complete and are qualified in their entirety by reference to the full texts thereof, copies of which were included as Exhibits 10.02 to our Current Report on Form 8-K dated October 31, 2016 and to Exhibits 10.01 and 10.02 to our Current Report on Form 8-K dated January 4, 2016. The foregoing summary description of the original Master Note is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which was included as Exhibit 10.03 to our Current Report on Form 8-K dated October 31, 2016.

~~Page 18 of 42~~

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 ~~sixty~~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 21^st of 2018 and is currently in default. As of September 30, 2020, the outstanding balance due was $91,600.

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 26^th, 2018 and is currently in default.

~~On August 17, 2017 we entered into a convertible note payable for $68,000, with a maturity date~~ As of ~~May~~September 30, ~~2018, which accrues interest at~~2020, 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 noteoutstanding balance due 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 sixty 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 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.~~$95,685

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.

~~Page 19 of 42~~

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 nine 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.

On 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 nine months after its issuance and has a conversion rate of ~~sixty-five~~fifty-eight percent (65%) of the average of the two lowest ~~closing~~trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion.

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,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 September 30, 2020, the un-amortized debt discount was $0. The total amortized debt discount expense was $138,000.

Page 17 of 37

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 September 30, 2020, the un-amortized debt discount was $0. The total amortized debt discount expense was $53,000.

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 September 30, 2020, the un-amortized debt discount was $0. The total amortized debt discount expense was $80,647 for the nine months ended September 30, 2020 and $16,824 for the year ended December 31, 2019. On April 28, 2020 this note was paid in full.

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. The fair value of the convertible feature was $87,560, we recorded a debt discount of $87,560. As of September 30, 2020, the un-amortized debt discount was $45,760. The total amortized debt discount expense was $109,450 for the nine months ended September 30, 2020. On July 7, 2020 this note was paid in full.

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. The fair value of the convertible feature was $47,401, we recorded a debt discount of $47,401. As of September 30, 2020, the un-amortized debt discount was $0. The total amortized debt discount expense was $30,226 for the nine months ended September 30, 2020.

On July 6, 2020, Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $164,800, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) and one million (1,000,000) restricted shares of Common Stock (“Inducement Shares”). The Note carried an original issue discount of $4,800 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date and is convertible at any time into the Common Stock at a conversion price equal to $0.02 per share, subject to adjustment. The shares were valued on the date of issuance using the stock price on that day for a total value of $19,211. We also recognised a debt discount of $17,861. We amortized $3,234 of the debt discount during the three months ended September 30, 2020. The unamortized debt discount as of September 30, 2020 was $14,267.

On July 15, 2020 we entered into a convertible note payable for $128,000, with a maturity date of July 15, 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. As of September 30, 2020, the un-amortized debt discount was $61,443. The total amortized debt discount expense was $43,887 for the nine months ended September 30, 2020. This note was paid in full on October 16, 2020.

Page 18 of 37

On August 17, 2020, Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $103,000, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) and one million (1,000,000) restricted shares of Common Stock (“Inducement Shares”). The Note carried an original issue discount of $3,000 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date and is convertible at any time into the Common Stock at a conversion price equal to $0.02 per share, subject to adjustment. The shares were valued on the date of issuance using the stock price on that day for a total value of $19,211. We also recognised a debt discount of $17,861. We amortized $3,234 of the debt discount during the three months ended September 30, 2020. The unamortized debt discount as of September 30, 2020 was $14,267.

On September 10, ~~2019~~2020 we entered into a convertible note payable for $63,000, with a maturity date of July 15, 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. As of September 30, 2020, the un-amortized debt discount was $56,000. The total amortized debt discount expense was $7,000 for the nine months ended September 30, 2020.

Total due to Convertible Notes

	September 30, 2020			December 31, 2019
Total convertible notes	$	646,085		$	371,785
Accrued Interest	$	88,620		$	82,111
Debt Discount	$	(146,701	)	$	(80,647	)
Total	$	588,004		$	373,249

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 ~~99%~~70% to 92% and a risk-free interest rate range of ~~1.78%~~.15% to ..18%. The remaining derivative liabilities were:

~~Derivative Liabilities on Convertible Loans:~~

September 30, 2019 December 31, 2018

Outstanding Balance $ 253,781 $ 245,988

Derivative Liabilities on Convertible Loans:
Derivative Liability December 31, 2019	$	320,794
Additions		308,088
Fair market value adjustments		(208,195	)
Derivative Liability September 30, 2020	$	420,687

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.

~~Page 20 of 42~~

Operating Rental Leases

~~On March 10, 2016, we signed a lease agreement for a 18,200 square-foot CTU Industrial Building~~As of May 1, 2017, our corporate headquarters are located at 2990 Redhill Unit A, Costa Mesa, CA. ~~The~~On March 10, 2017, the Company signed a lease agreement for a 18,200-square foot CTU Industrial Building. Lease term ~~at the new facility~~ is seven years and two months beginning ~~October~~July 1, ~~2016.~~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.

Page 19 of 37

Future minimum lease payments ~~for the years ended December 31,~~ as ~~follows:~~

of September 30, 2020 are:

Year	Lease Payments			Lease Payment
2019	$	50,935
2020	$	241,884		$	60,471
2021	$	249,132		$	249,132
2022	$	256,608		$	256,608
2023	$	176,208		$	44,052
Total Lease Payments	$	974,767
Imputed Interest	$	(94,998	)	$	44,312
Lease Liability	$	879,769
Net Lease Liability				$	654,575

Our ~~Rent~~Building expense ~~including common area maintenance~~ for the three months ended September 30, 2020 and 2019 was $83,186 and ~~2018 was~~ $80,863 ~~and $68,346 respectively and~~respectively.

Our Building expense for the nine months ended September 30, 2020 and 2019 was $276,822 and ~~2018 was~~ $243,715 ~~and $207,671~~ respectively.

~~Per FASB~~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. ~~We have recorded a~~The right of use asset ~~of $872,817~~ and ~~a corresponding~~ lease liability ~~of $879,769.~~have been recorded at the Company utilized the modified retrospective approach upon adoption and disclose the total lease asset/liability of 972,123 and 972,123. Also note that the Company has elected to utilize the available practical expedient packages which allows for usagepresent value of the ~~historical~~future minimum lease ~~classifications for leases existing at~~payments, utilizing a 5% average borrowing rate and the company is utilizing the transition ~~date,~~relief and no material transition adjustments were recognized. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally“running off” on ~~a straight-line basis over the term of the lease. We utilized a 5% discount rate and was calculated using the average of our standard borrowing rate.~~current leases.

Severance Benefits

~~Effective at December 31, 2018,~~ Mr. ~~Bennett, was~~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 inthrough the ~~event of his termination without cause~~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 ~~of his employment period~~ or ~~two (2) years,~~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~~September 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~~2018.

On ~~April 30,~~June 10, 2019, ~~by written consent, in lieu of a meeting of the stockholders;~~ 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 ~~filed and~~ effective on ~~July 23, 2019~~September 27, 2019.

Page 20 of 37

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.

~~Page 21 of 42~~

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 @ .04 for payment of an accounts payable in the amount of $35,367.~~

~~On February 13, 2019 we issued 20,000,000 @ $.0131 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 wewas offset to retained earnings.

On ~~May 31,~~June 10, 2019 we ~~entered into a subscription agreement pursuant~~issued 500,000 shares of common stock at $.02 per share to ~~which the Company agreed to sell 168,000,000 units (each a “Unit” and together the “Units”) to MGW Investment I Limited MGWI~~an accredited investor for an aggregate ~~purchase~~ price of ~~$1,999,200, or $.0119 per Unit, with each unit consisting~~$10,000 in a private sale. We also issued 500,000 warrants as part 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 was issued to MGWI on August 15, 2019. Thethe transaction. Each Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement.

~~During the quarter ended June 30,~~On July 19, 2019 we ~~returned 75,000 from an administrative hold due to the fact that we cannot locate the recipients to the replaced shares.~~

~~On June 10, 2019 we sold 500,00 units for for cash~~issued 500,000 shares of common stock at $.02 per ~~unit~~share to an accredited investor for an aggregate price of $10,000 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 of Common Stock and expires one year from the date~~We also issued 500,000 warrants as part of the ~~Agreement.~~

~~On July 18, 2019 we sold 500,00 units for for cash at $.02 per unit to an accredited investor for an aggregate price of $10,000 in a private sale.~~transaction. Each ~~unit consist of one share of common stock and one warrant to purchase one share of common stock~~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 ~~250,00~~250,000 units ~~for cash~~ at a purchase price of $.02 ~~per~~a unit ~~to an accredited investor~~ for an aggregate price of $5,000 into 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.

Page 21 of 37

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 1^st quarter 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 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.

On June 8, 2020, Clean Energy Technology, Inc., a Nevada corporation (the “Company”), entered into an Equity Financing Agreement (“Equity Financing Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with GHS Investments LLC, a Nevada limited liability company (“GHS”). Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $2,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) As a result we issued 764,526 Shares of common stock as an commitment fee, which was valued and expense in the amount of $10,000. On July 23, 2020, this Form S-1 became effective.

During the three months ended September 30, 2020 we issued 9,138,257 shares of common stock, under S-1 registration statement with GHS for a total of $137,351 in net proceeds and expensed $83,173 in legal and financing fees as a result.

On July 23, 2020 we issued 3,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 1,200 shares of our Series D Preferred Stock.

Subsequently on October 14, 2020 we issued 1,871,783 shares of common stock under S-1 registration statement with GHS for a total of $28,433 in net proceeds and expensed $9,002 in legal and financing fees as a result.

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 September 30, ~~2019,~~2020, there were ~~748,657,656~~777,033,772 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.

~~Page 22 of 42~~

Preferred Stock

Our Articles of Incorporation authorize us to issue ~~10,000,000~~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.

Page 22 of 37

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 nine 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~~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.

~~Page 23 of 42~~

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 ~~nine~~six percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date.

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. ~~We also reclassed 200 preferred valued~~

On February 4, 2020 we issued 2,000,000 shares of our common stock at ~~$20,000, which were previously recorded as converted preferred dividends.~~a price of $.04 per share, in exchange for the conversion of 800 shares of our Series D Preferred Stock.

On July 23, 2020 we issued 3,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 1,200 shares of our Series D Preferred Stock.

Page 23 of 37

Warrants

~~Warrant Activity~~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 ~~was~~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, which expired on ~~August 15, 2019. The~~May 31, 2020.

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 which expired on June 10, 2020.

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 ~~June 10,~~September 19, 2019 we ~~sold 500,00~~entered into a stock purchase agreement for 250,000 units ~~for for cash at $.02 per unit~~ to an accredited investor ~~for an aggregate price of $10,000 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 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 ~~July 18,~~December 5, 2019 we ~~sold 500,00~~issued 5,000,000 units ~~for for cash at $.02 per unit~~ to an accredited investor ~~for an aggregate price of $10,000 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 July 6, 2020, Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $164,800, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) and one million (1,000,000) restricted shares of Common Stock ~~and expires one year~~(“Inducement Shares”). The Note carried an original issue discount of $4,800 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date and is convertible at any time into the Common Stock at a conversion price equal to $0.02 per share, subject to adjustment.

~~Subsequently on October 15, 2019 we issued 250,000 shares of~~Company’s common stock, ~~at $.02~~par value $.001 per share ~~to an accredited investor for an aggregate price of $250,000 in a private sale. We also issued 250,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share~~(the “Common Stock”) and one million (1,000,000) restricted shares of Common Stock ~~and expires one year~~(“Inducement Shares”). The Note carried an original issue discount of $3,000 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date ofand is convertible at any time into the ~~Agreement.~~Common Stock at a conversion price equal to $0.02 per share, subject to adjustment.

Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price
Outstanding December 31, 2018 - $ - - $-
Issued 169,000,000 $ 0.04 169,000,000 $ 0.04
Exercised - - -
Expired - - - -
Outstanding September 30, 2019 169,000,000 $ 0.04 169,000,000 $ 0.04

	Warrants - Common Share Equivalents		Weighted Average Exercise price		Warrants exercisable - Common Share Equivalents		Weighted Average Exercise price
Outstanding December 31, 2019		174,250,000	$	0.04		174,250,000	$	0.04
Additions		3,000,000		-		3,000,000.00		0.04
Expired		169,250,000		-		169,250,000
		-		-		-		-
Outstanding September 30, 2020		8,000,000	$	0.04		8,000,000	$	0.04

Page 24 of 37

Stock Options

~~As of September 30, 2019, and December 31, 2018 there were~~We currently have no outstanding stock options

~~Page 24 of 42~~

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 September ~~15, 2017 Meddy Sahebi Chairman~~6, 2016, we entered into a one-year convertible note payable for $87,500, which accrues interest at the rate of ~~our Board~~12% per annum. It is not convertible until nine months after its issuance and has a conversion rate 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 .

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 directorsfifty-five percent (55%) of the ~~Company (five persons) options to purchase 150,000 shares~~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 $84,000. Concurrently, we entered into an Escrow Funding Agreement with ~~an exercise~~Red Dot Investment, Inc., a California corporation (“Reddot”), pursuant to which Reddot deposited funds into escrow to fund the repayment and we assigned to Reddot our right to acquire the convertible note and Reddot acquired the convertible note. Concurrently, we and Reddot amended the convertible note (a) to have a fixed conversion price of ~~$.03~~$.005 per share, subject to potential further adjustment in the ~~last sale price~~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 ~~common stock on September 29, 2017~~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 ~~(b) we issued~~(c) as otherwise provided in the Escrow Funding Agreement. The March 2016 convertible note, as so amended, is referred to ~~each of our non-employee members of our Board of Directors currently serving on~~as the Board (nine 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.“Master Note.”

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 theyagreed 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.

Page 25 of 37

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~~2019 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.

On ~~September~~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 ~~September~~June 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.

~~Page 25 of 42~~

On October 18, 2018 we entered into ~~a 1 year~~an at will employment agreement with Kambiz Mahdi our ~~CEO, as~~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~~result, the ~~year~~three months ended December 31, ~~2018~~2019 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 May 1, 2019 we entered into an employment agreement with Mr. Bennett, with an annual salary of $175,000~~

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 ~~was~~will be issued to MGWI ~~on August 15, 2019.~~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~~which expired on May 31, 2020.

In the ~~date~~fourth quarter of 2019 MGW Investment I Limited, advanced $142,975, with no terms or interest rate. In the ~~Agreement.~~first quarter of 2020 they advanced an additional $60,000, and in the second quarter of 2020, were re-paid $35,000 The outstanding balance on these advances on September 30, 2020 is $167,975.

Total Related Party Debt

	September 30, 2020		December 31, 2019
Total related party notes	$	1,325,572	$	1,260,572
Accrued Interest	$	338,153	$	248,838
Debt Discount	$	-	$	(29,227	)
Total	$	1,663.725	$	1,480,183

Page 26 of 37

~~Note~~NOTE 13 - ~~Warranty Liability~~WARRANTY LIABILITY

~~There~~For the three and nine months ended September 30, 2020 and 2019 there was no change in our warranty ~~liability for the three and three months ended September 30, 2019.~~

~~Our policy is to accrue 2% of revenue for warranty liability, however our experience has been low due~~liability. Due to the ~~claim experience that we feel that~~lack of historical warranty cost, any potential change to the ~~current~~ warranty accrual is ~~reasonable.~~not material.

NOTE 14 – SUBSEQUENT EVENTS

On October ~~30, 2019~~14, 2020 we issued 1,871,783 shares of common stock under S-1 registration statement with GHS for a total of $28,433 in net proceeds and expensed $9,002 in legal and financing fees as a result.

On October 14, 2020 Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Firstfire Global Opportunities Fund LLC, (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $168,000, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) and 1,250,000 restricted shares of Common Stock (“Inducement Shares”). The Note carried an original issue discount of $8,000 with interest of 8% per annum payable ~~for $103,000, with a maturity~~at maturity. The Note matures 8 months from the issue date ~~of October 30, 2020, which accrues interest at the rate of 12% per annum. It~~and is convertible ~~nine months after its issuance and has~~at any time into the Common Stock at a conversion ~~rate~~price equal to $0.02 per share, subject to adjustment.

On October 29, 2020 we issued 2,412,698 shares of ~~sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our~~ common stock under S-1 registration statement with GHS for ~~the fifteen (15) Trading Days immediately preceding the date~~a total of ~~conversion. We also entered into~~$30 ,592 in net proceeds and expensed $12,836 in legal and financing fees as a ~~stock purchase agreement for the potential conversion into common stock~~result.

On ~~September 19 , 2019~~November 12, 2020 we ~~entered into a stock purchase agreement for 250,00 units for cash at $.02 per unit to an accredited investor for an aggregate price of $5,000 in a private sale. Each unit consist of one share~~issued 1,241,796 shares of common stock under S-1 registration statement with GHS for a total of $15,909 in net proceeds and ~~one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock~~expensed $7,684 in legal and ~~expires one year from the date of the Agreement. The shares were included in the shares to be issued~~financing fees as ~~of September 30, 2019 and were subsequently issued on October 15, 2019.~~a result.

In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, ~~2019~~2020 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.

Page 2627 of 4237

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

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 specialize in renewable energy & energy efficiency systems design, manufacturing and project implementation. 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~~engineering and manufacturing electronics services to original equipment manufacturers (OEMs) of clean energy, industrial, automotive, semiconductor, medical, communication, military, and high technology products.

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~~engineering and 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.

Page 2728 of 4237

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

Clean Energy HRS (HRS)

We design, build and deliver power from wasted heat generated by industrial heating systems, reciprocating engines and ~~biomass sources~~waste to energy plants to produce environmentally friendly energy at competitive prices using our Clean Cycle^TM heat generators acquired from General Electric International. Our initial principal product is the Clean Cycle^TMheat generator, offered through our wholly owned subsidiary Heat Recovery Solutions, (HRS). The Clean Cycle^TM generator captures waste heat from a variety of sources and turns it into zero emission electricity. By using our Clean Cycle^TM 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 Cycle^TM 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.

Cety Europe

CETY Europe Sales and Service Center is the Sales, warranty and service company for CETY’s Clean Cycle™ 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~~Engineering and Manufacturing

The ~~Electronic assembly~~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, ~~(Electronic Assembly),~~ now named Clean Energy Technologies, Inc with the Clean Energy HRS, LLC. ~~in order~~ to support a few legacy electronics ~~assembly~~manufacturing 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.~~overhead and it provides in house manufacturing of the Clean Cycle electronics products. This segment also 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~~manufacture the ~~components to the bare printed circuit boards.~~assemblies.

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Summary of Operating Results the three and nine months Ended September 30, 2020 Compared to the same period in 2019

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 ~~$4,998,754 and an accumulated deficit of $(13,886,994)~~$5,880,503 and a working capital deficit of ~~$6,328,712~~$7,397,816 and a net loss of ~~$2,227,260~~$512,889 for the ~~nine~~three months ended September 30, ~~2019.~~2020. The company also had an accumulated deficit of $15,271,689 as of September 30, 2020. 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.

~~Results~~The three months ended September 30, 2020; we had a net loss of ~~Operations~~$512,889 compared to a net loss of $656,688 for the same period in 2019. The decrease in the net loss in 2020 was mainly due to the increase in revenue in 2020 and the gain from debt settlement and write down. The three months ended September 30, 2020; our revenue was $215,318 compared to $126,546 for the same period in 2019. For the three months ended September 30, 2020, our gross margin was 48% compared to 36% for the same period in 2019. For the three months ended September 30, 2020, our operating expense was $502,651 compared to $597,910 for the same period in 2019. For the three months ended September 30, 2020; we had a loss from operations of $396,140 compared to 552,725 for the same period in 2019.

~~Results~~The nine months ended September 30, 2020; we had a net loss of $1,055,970 compared to a net loss of $2,227,260 for the ~~Three~~same period in 2019. The decrease in the net loss in 2019 was mainly due to the increase in revenue in 2020 and ~~Nine Months Ended~~the gain from debt settlement and write down. The nine months ended September 30, ~~2019 Compared~~2020; our revenue was $1,230,131 compared to $455,077 for the ~~Three and Nine Months Ended September 30, 2018~~

~~Working Capital~~

September 30, 2019 December 31, 2018

Working Capital $ (654,490 ) $ (6,170,618 )
Total Assets 3,850,519 2,818,119
Long term Debt 682,714 -
Stockholder Equity $ (4,998,754 ) $ (4,795,694 )

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~~Cash Flows~~

~~Clean Energy Technologies, Inc.~~

~~Condensed Consolidated Statements of Cash Flows~~

same period in 2019. For the nine months ended September 30,

~~(unaudited)~~ 2020, our gross margin was 55% compared to 36% for the same period in 2019. For the nine months ended September 30, 2020, our operating expense was $1,470,403 compared to $1,533,594 for the same period in 2019. For the nine months ended September 30, 2020; we had a loss from operations of $789,167 compared to 1,371,110 for the same period in 2019.

2019 2018
Net Cash provided / (Used) In Operating Activities $ (1,746,737 ) $ (1,247,074 )
Cash Flows Used In Investing Activities 6,000 -
Cash Flows Provided / (used) By Financing Activities 1,926,136 1,268,164
Net (Decrease) Increase in Cash and Cash Equivalents $ 173,399 $ 21,090

~~Capital Requirements~~See note 1 to the notes to the financial statements for ~~long-term Obligations~~a discussion on critical accounting policies

~~None.~~RELATED PARTY TRANSACTIONS

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

~~The Company’s revenues were $126,546 for~~Results the three months Ended September 30, 2020 Compared to the three months ended September 30, 2019 ~~compared to $532,137 for the same period in 2018. Our revenue decrease was mainly due to the decrease in the sales revenue in our HRS Division.~~

Net Sales

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

The three months ended September 30, 2020; our total revenue was $215,318, compared to $126,546 for the same period in 2019.

The nine months ended September 30, 2020; our total revenue was $1,230,131, compared to $455,077 for the same period in 2019.

Segment breakdown

~~For the~~The three months ended September 30, ~~2019,~~2020, our revenue from ~~Electronic Assembly~~Engineering and Manufacturing was ~~$118,699~~$110,841 compared to ~~$164,757~~$118,699 for the same period in ~~2018, The decrease was mainly due to a decrease in sales from 3 customers in 2018 to 1 in~~ 2019.

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~~For the~~

The three months ended September 30, ~~2019,~~2020, our revenue from HRS was $0$74,894 compared to ~~$367,380~~$525 for the same period in ~~2018.~~ 2019. This increase was mainly due no revenue in 2019.

The ~~decrease~~three months ended September 30, 2020, our revenue from Cety Europe was $29,582 compared to $7,847 for the same period in 2019. This increase was mainly due to the overall increase in the service revenue and additional customers.

The nine months ended September 30, 2020, our revenue from Engineering and Manufacturing was $361,695 compared to $344,905 for the same period in 2019. The was due to an increase in orders from one customer in 2020.

The nine months ended September 30, 2020, our revenue from HRS was $823,928 compared to $46,662for the same period in 2019. The increase in revenue from the HRS segment was mainly due to 2 units shipped in 2020 vs. the ~~fact that~~0 units shipped in ~~2018 we shipped 1 HRS unit and in 2019 we shipped no HRS units only parts and service.~~2019.

~~For the three~~The nine months ended September 30, ~~2019,~~2020, our revenue from Cety Europe was ~~$7,847~~$44,506 compared to $0$64,035 for the same period in ~~2017. The increase in revenue was due to the fact that this segment became operational in the 4~~^th ~~quarter of 2018~~

The Company’s revenues were $455,007 for the Nine months ended September 30, 2019 compared to $1,243,630 for the same period in 2018. Our revenue decrease was mainly due to the decrease in the sales revenue in our HRS Division.

~~Segment breakdown~~

~~For the Nine months ended September 30, 2019,our revenue from Electronic Assembly was $344,905 compared to $484,156 for the same period in 2018, The decrease was mainly due to a decrease in sales to 2 of our customers.~~

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~~For the Nine months ended September 30, 2019,~~our revenue from HRS was $46,662 compared to $759,474 for the same period in 2017. The decrease in revenue from the HRS segment was mainly due to the fact that in 2018 we shipped 2 HRS unit and in 2019 we shipped no HRS units only parts and service.

~~For the Nine months ended September 30, 2019,our revenue from Cety Europe was $64,035 compared to $0 for the same period in 2018. The increase in revenue was due to the fact that this segment became operational in the 4~~^th ~~quarter of 2018.~~

~~Although we had orders due to ship in the second Nine months ended September 30, 2019, our customer reconfigured their requirement~~

~~Gross Profit~~

~~For the three months ended September 30, 2019, the Company’s gross profit was $45,185 compared to $305,581 for the same period in 2018.~~2019. This decrease was mainly due to the decrease in service revenue due to the ~~sales revenue referenced above.~~COVID-19 viruse.

~~Segment breakdown~~Gross Profit

~~For the~~The three months ended September 30, ~~2019,~~2020; our gross ~~profit~~profits increased to $103,030 from ~~Electronic Assembly was $39,594 compared to $51,088~~$45,185 for the same period in ~~2018. The decrease was mainly due to the decrease in the sales of 2 of our customers 1 of which has historically had higher profit margins.~~

~~For the three months ended September 30, 2019,~~our gross profit from HRS was $0 compared to $254,593 for the same period in 2018. The decrease in gross profit from the HRS segment was mainly due to the fact that in 2018 we shipped 1 HRS unit and in 2019 we shipped no HRS units only parts and service.

~~For the three months ended September 30, 2019,our gross profit from Cety Europe was $5,591 compared to $0 for the same period in 2017. The increase in gross profit was due to the fact that this segment became operational in the 4~~^th ~~quarter of 2018~~

For the Nine ended September 30, 2019, the Company’s gross profit was $162,484 compared to $684,116 for the same period in 2018. This decrease was mainly due to the decrease in the sales revenue referenced above.

2019. Our gross profits could vary from period to period and is affected by ~~several~~a number of factors, including, ~~product mix,~~ production and supply change efficiencies, ~~component availability~~material costs, and logistics.

The nine months ended September 30, 2020; our gross profits increased to $681,236 from $162,484 for the same period in 2019. 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, ~~pricing, competition, customer requirements~~ and ~~unanticipated restructuring or inventory charges and potential scrap of materials.~~logistics.

Segment breakdown

~~For the Nine~~The three months ended September 30, ~~2019,~~2020, our gross profit from ~~Electronic Assembly~~Engineering and Manufacturing was ~~$78,414~~$41,067 compared to ~~$99,817~~$39,594 for the same period in ~~2018.~~2019.

The three months ended September 30, 2020, our gross profit from HRS was $32,380 compared to $525 for the same period in 2019. The increase from the HRS segment was mainly due to no revenue in 2019.

The three months ended September 30, 2020, our gross profit from Cety Europe was $29,582 compared to $5,591 for the same period in 2019. This increase was mainly due to the overall increase in the service revenue and additional customers.

The nine months ended September 30, 2020, our gross profit from Engineering and Manufacturing was $124,790 compared to $78,314 for the same period in 2019. This increase from the Electronic Assembly Segment was mainly due increase in prices with the existing customers.

The nine months ended September 30, 2020, our gross profit from HRS was $518,965 compared to $37,163 for the same period in 2019. The increase from the HRS segment was mainly due to 2 units shipped in 2020 vs. the 0 units shipped in 2019 and the lower than normal cost of material due to the inventory that was acquired from GE and the associated purchase price allocation.

The nine months ended September 30, 2020, our gross profit from Cety Europe was $37,481 compared to $46,707 for the same period in 2019. This increase was mainly due to the overall increase in the service revenue and additional customers.

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Selling, General and Administrative (SG&A) Expenses

The three months ended September 30, 2020; our SG&A expense was $115,527 compared to $119,176 for the same period in 2019.

The nine months ended September 30, 2020; our SG&A expense was $345,624 compared to $307,260 for the same period in 2019. This increase was mainly due to increases in insurance expenses, advertising and promotion, License and permits and additional expenses associated with the commissioning of the Marshal Island installation acquired from GE.

Salaries Expense

The three months ended September 30, 2020; our Salaries expense was $183,972 compared to $209,954 for the same period in 2019. The decrease was mainly due to the decrease in officer salaries.

The nine months ended September 30, 2020; our Salaries expense was $569,734 compared to $617,821 for the same period in 2019. The decrease was mainly due to the decrease in officer salaries.

Travel Expense

The three months ended September 30, 2020; our travel expense was $27,045 compared to $113,492 for the same period in 2019. The decrease in travel expenses was mainly due to the impact of the Covid 19 virus.

The nine months ended September 30, 2020; our travel expense was $67,861 compared to $199,599 for the same period in 2019. The decrease in travel expenses was mainly due to the impact of the Covid 19 virus.

Professional fees Expense

The three months ended September 30, 2020; our Professional fees expense was $52,034 compared to $28,186 for the same period in 2019. The increase was mainly due to the fees associated with the filing of our S-1 registration statement.

The nine months ended September 30, 2020; our Professional fees expense was $129,385 compared to $98,871 for the same period in 2019. The increase was mainly due to the in our legal and accounting fees related to the Filing of our form 1A, our S-1 registration statement and in our audit related fees.

Consulting Expense

The three months ended September 30, 2020; our consulting expense was $27,963 compared to $34,475 for the same period in 2019. This decrease was due to the decrease in the use of consultants during the period.

The nine months ended September 30, 2020; our consulting expense was $49,162 compared to $42,800 for the same period in 2019. This increase was due to the increase in the use of consultants during the period.

Facility Lease and Maintenance Expense

The three months ended September 30, 2020; our Facility Lease expense was $86,667 compared to $80,863 for the same period in 2019. This increase was due to the increase in our lease payments and building maintenance expense in our Costa Mesa facility.

The nine months ended September 30, 2020; our Facility Lease expense was $280,303 compared to $243,715 for the same period in 2019. This increase was due to the increase in our lease payments and building maintenance expense in our Costa Mesa facility.

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Depreciation and Amortization Expense

The three months ended September 30, 2020, our depreciation and amortization expense was $9,443 compared to $11,764 for the same period in 2019, which remained relatively unchanged.

The nine months ended September 30, 2020, our depreciation and amortization expense was $28,329 compared to $23,528 for the same period in 2019, which remained relatively unchanged.

Net (Loss) from operations

The three months ended September 30, 2020, our net loss from operations was $396,140 compared to net loss from operations of $552,725 for the same period in 2019. This decrease was primarily due to the higher revenues, higher gross profits discussed above and higher efficiency for the three months ended September 30, 2020.

The nine months ended September 30, 2020, our net loss from operations was $785,681 compared to net loss from operations of $1,371,110 for the same period in 2019. This decrease was primarily due to the higher revenues, higher gross profits discussed above and higher efficiency for the three months ended September 30, 2020.

Change in Derivative Liability

The three months ended September 30, 2020; we had a gain on derivative liability of $88,836 compared to $292,741 for the same period in 2019.

The nine months ended September 30, 2020; we had a gain on derivative liability of $208,195 compared to $185,811 for the same period in 2019.

Gain on debt settlement

The three months ended September 30, 2020 we recognized a gain on debt settlement in the amount of $191,833 compared to $0 for the three months ended September 30, 2019. This was due to the write off of time barred debt.

The nine months ended September 30, 2020 we recognized a gain on debt settlement in the amount of $431,698 compared to $0 for the nine months ended September 30, 2019. This was due to the write off of time barred debt

Interest and Finance Fees

The three months ended September 30, 2020 interest and finance fees were $393,937 compared to $396,704 for the same period in 2019. The decrease was mainly due to the decrease in the ~~sales~~amortization of ~~2 of our customers 1 of which has historically had higher profit margins.~~the debt discount.

~~For the Nine~~The nine months ended September 30, ~~2019,our gross profit from HRS was $37,463~~2020 interest and finance fees were $906,696 compared to ~~$584,299~~$1,041,691 for the same period in ~~2018.~~2019. The ~~decrease in gross profit from the HRS segment was mainly due to the fact that in 2018 we shipped 1 HRS unit and in 2019 we shipped no HRS units only parts and service.~~

~~For the Nine months ended September 30, 2019,our gross profit from Cety Europe was $46,707 compared to $0 for the same period in 2017. The increase in gross profit was due to the fact that this segment became operational in the 4~~^th ~~quarter of 2018~~

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~~General and Administrative Expenses~~

For the three months ended September 30, 2019, general and administrative expenses were $130,940 compared to $98,909 for the same period in 2018. This increase was mainly due to and increase in freight and replacement parts needed to commission the Marshal Island project.

For the nine months ended September 30, 2019, general and administrative expenses were $330,788 compared to $302,349 for the same period in 2018. This increase was mainly due to and increase in freight and replacement parts needed to commission the Marshal Island project.

~~Salaries Expense~~

For the three months ended September 30, 2019, Salaries expenses were $209,954 Compared to $192,409 for the same period in 2018. This increase was mainly due to the additional salary from the startup of the Cety Europe Division. In addition, we added a person to the procurement department.

For the nine months ended September 30, 2019, Salaries expenses were $617,821 Com5ared to $541,134 for the same period in 2018. This increase was mainly due to the additional salary from the startup of the Cety Europe Division. In addition, we added a person to the procurement department.

~~Professional Fees~~

For the three months ended September 30, 2019, professional fees expenses were $28,186 Compared to $20,786 for the same period in 2018. This increase is mainly due to the increase in legal fees in the 3^rd ~~quarter.~~

~~For the nine months ended September 30, 2019, professional fees were $98,871 Compared to $108,844 for the same period in 2018. This~~ decrease was mainly due to the ~~legal fees associated with Megawell transaction~~decrease in ~~February~~the amortization of ~~2018.~~the debt discount.

~~Travel expense~~Net Income / Loss

~~For the~~The three months ended September 30, ~~2019, Travel Expense expenses were $113,492, Compared~~2020; our net loss was $512,889 compared to ~~$130,301~~net loss of $656,688 for the same period in ~~2018.~~2019. This ~~increase~~decrease was ~~mainly~~primarily due to ~~travel expenses associated with~~ the ~~commissioning of~~higher revenues and gross margins in 2020, higher efficiencies, lower interest expense and the ~~Marshal Island project~~gain on debt write off and ~~additional travel to Europe and Asia for additional business development.~~gain on derivative liability.

~~For the~~The nine months ended September 30, ~~2019, Travel expenses were $199,599 Compared~~2020; our net loss was $1,055,970 compared to ~~$66,969~~net loss of $2,227,260 for the same period in 2018. This increase was mainly due to travel expenses associated with the commissioning of the Marshal Island project and additional travel associated with the Cety Europe subsidiary as well as additional travel to Europe and Asia for additional business development.

~~Consulting expense~~

For the three months ended September 30, 2019, Consulting Expense expenses were $34,475, Compared to $18,125 for the same period in 2018. This increase was mainly due to additional use of consultants for business development.

~~For the nine months ended September 30, 2019, Consulting Expense expenses were $42,800, Compared to $53,157 for the same period in 2018.~~2019. This decrease was ~~mainly due to higher use of consultants in the first half of 2018.~~

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~~Facility Expense~~

~~For the three months ended September 30, 2019, Facility expenses were $80,863 compared to $68,346 for the same period in 2018. The increase was mainly~~primarily due to the ~~increase~~higher revenues and gross margins in 2020, higher efficiencies, lower interest expense and the ~~contractual lease payments.~~

For the nine months ended September 30, 2019, Facility expenses were $243,715 compared to $207,671 for the same period in 2018. The increase was mainly due to the increase in the contractual lease payments

~~Share based expense~~

~~For the three months ended September 30, 2019, share based expenses were $0 compared to $0 for the same period in 2018.~~

For the nine months ended September 30, 2019, share based expenses were $0 compared to $91,140 for the same period in 2018. The main reason for the change was no shares were issued for compensation in the nine months ended September 30, 2019.

~~Change in Derivative Liability~~

~~For the three months ended September 30, 2019, we had a~~gain on debt write off and gain on derivative ~~liability of $290,741 compared to $221,395 for the same period in 2018.~~

~~For the nine months ended September 30, 2019, we had a gain on derivative liability of $185,811 compared to $5,058 for the same period in 2018.~~

~~Gain/(Loss) on disposition of assets~~

~~For the three months ended September 30, 2019, we had a loss on disposition of assets of $0 compared to $0 for the same period in 2018.~~

For the nine months ended September 30, 2019, we had a loss on disposition of assets of $0 compared to $7,456 for the same period in 2018. The main reason for the change is we did not dispose of any assets in the nine months ended September 30, 2019.

~~Financing Fees~~

~~For the three months ended September 30, 2019, we had a financing fees of $0 compared to $0 for the same period in 2018.~~

For the nine months ended September 30, 2019, we had a financing fees of $0 compared to $378,155 for the same period in 2018. This was mainly due to the discount taken on the conversion of our convertible notes into common stock during the three months of 2018.

~~Interest Expense~~

For the three months ended September 30, 2019, Interest expenses were $396,704 compared to $253,482 for the same period in 2018. This was mainly due to the increase in our notes and lines of credit payable and the amortization of the debt discounts on the convertible notes.

For the nine months ended September 30, 2019, Interest expenses were $1,041,961compared to $713,994 for the same period in 2018. This was mainly due to the increase in our notes and lines of credit payable and the amortization of the debt discounts on the convertible notes.liability.

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~~.Net Income (loss)~~Liquidity and Capital Resources

~~Our net loss for the three months ended September 30, 2019, was $658,688 compared with net loss~~Clean Energy Technologies, Inc.

Condensed Consolidated Statements of ~~$155,382 for the three months ended September 30, 2018. The net loss is influenced by the matters discussed above.~~Cash Flows

~~Our net loss for the~~The nine months ended September 30, ~~2019, was $2,227,260 compared with net loss of $1,766,783~~2020

	2020			2019
Net Cash provided / (Used) In Operating Activities		(986,361	)		(1,746,737	)
Cash Flows Used In Investing Activities		-			(6,000	)
Cash Flows Provided / (used) By Financing Activities		1,006,585			1,926,136
Net (Decrease) Increase in Cash and Cash Equivalents		(20,224	)		173,399

Capital Requirements for ~~the three months ended September 30, 2018. The net loss is influenced by the matters discussed above.~~long-term Obligations

~~Liquidity and Capital Resources~~None.

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing of funds.

~~At September 30, 2019, the Company had total current assets of $1,837,847 compared to $1,443,195 at December 31, 2018.~~

~~At September 30, 2019, the Company had total current liabilities of $8,166,559 compared to $7,613,813 at December 31, 2018.~~

~~We had working capital deficit of $6,328,712 as of September 30, 2019 compared to $6,170,618 as of December 31, 2018,~~

~~Cashflow from Operating Activities~~

~~During the nine months ended September 30, 2019, cash provided by (used in) operating activities was $(1,746,737) compared to $(1,247,074) for the three months ended September 30, 2018.~~

~~Cashflow from Investing Activities~~

~~During the nine months ended September 30, 2019 cash used in investing activities was $6,000 compared to $0 for the nine months ended September 30, 2018.~~

~~Cashflow from Financing Activities~~

~~During the nine months ended September 30, 2019, cash provided by financing activity was $1,926,136 compared to $1,268,164 provided during the nine months ended September 30, 2018.~~

~~Off-Balance Sheet Arrangements~~

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.

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.

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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 Arrangements

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial position or results of operations upon adoption.

Item 3. Quantitative and Qualitative Disclosure 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.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, ~~2019,~~2020, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 15, 2019, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company is involved in litigation incidental to the conduct of its business. The Company is presently not involved in any legal proceedings which in the opinion of management are likely to have a material adverse effect on the Company’s consolidated financial position or results of operations.

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Item 1A. Risk Factors.

There have been no material changes in the Company’s risk factors from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

Item 2. Unregistered Sales of Equity Securities

On February 13, 2018, Clean Energy Technologies, Inc., 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”).

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.~~expired on May 31, 2020.

On September 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.

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~~Subsequently on~~

October 15, 2019, we issued 250,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $250,000 in a private sale. We also issued 250,000 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 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 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.

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 July 23, 2020 we issued 3,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 1,200 shares of our Series D Preferred Stock.

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.

Item 3. Defaults upon Senior Securities

We are currently in default on the payment of $1,200,000, to 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.

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

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

~~Page 36 of 42~~

Item 6. Exhibits

The exhibit listed on the Exhibit Index (following the signatures section of this ~~Nine months ended~~quarterly report dated September 30, ~~2019 Report~~2020 on Form 10-Q are included, or incorporated by reference, in this ~~Nine~~Three months ended September 30, ~~2019~~2020ly Report on Form 10-Q.

EXHIBIT NUMBER	DESCRIPTION
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.02	Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Furnished herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Furnished herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Furnished herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Furnished herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Furnished herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Furnished herewith.

*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Page 3736 of 4237

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 14th day of November ~~2019.~~2020

Clean Energy Technologies, Inc.

REGISTRANT

	/s/ Kambiz Mahdi
By:	Kambiz Mahdi
	Chief Executive Officer

	Date: November ~~14, 2019~~23, 2020

	/s/ ~~John Bennett~~Calvin Pang
By:	~~John Bennett~~Calvin Pang
	Chief Financial Officer

	Date: November ~~14, 2019~~23, 2020

~~Page 38 of 42~~

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

	/s/ Kambiz Mahdi	Chief Executive Officer and Director
By:	Kambiz Mahdi	(principal executive officer)

~~By:~~	~~Kambiz Mahdi~~

Date:	November ~~14, 2019~~23, 2020

Page 3937 of 4237

	Common Stock .001 Par				Preferred Stock						Common Stock to be issued			Additional Paid in			Accumulated			Stockholders’ Deficit
Description	Shares		Amount		Shares			Amount			Amount			Capital			Deficit			Totals
December 31, 2017		210,881,122		210,883		7,500			750,000			58,000			3,657,653			(8,789,717	)		(4,113,180	)

Shares issued for Note conversions		26,054,672		26,055		-			-			(58,000	)		203,580						171,635
Shares issued for Services		13,800,000		13,800											59,340						73,140
Shares issued for cash		302,462,667		302,463											604,914						907,377
BCF on 939,500															532,383						532,383
Shares to be issued												18,000									18,000
Net Loss																		(1,313,258	)		(1,313,258	)
March 31, 2018		553,198,461		553,201		7,500			750,000			18,000			5,057,870			(10,102,975	)		(3,723,904	)

BCF on 153K note															127,602						127,602
Net Loss																		(298,142	)		(298,142	)
June 30, 2018		553,198,461		553,201		7,500			750,000			18,000			5,185,472			(10,401,117	)		(3,894,444	)

Shares issued for services		1,500,000		1,499								(18,000	)		16,501			(2	)		(2	)
Net Loss																		(155,382	)		(155,382	)
September 30, 2018		554,698,461		554,700		7,500			750,000			-			5,201,973			(10,556,501	)		(4,049,828	)

Shares to be issued for compensation												262,000									262,000
Shares issued for debt conversion		884,195		884											34,484						35,368
Net Loss																		(1,043,234	)		(1,043,234	)
December 31, 2018		555,582,656		555,584		7,500			750,000			262,000			5,236,457			(11,599,735	)		(4,795,694	)

Shares to be issued for compensation		20,000,000		20,000								(262,000	)		242,000						-
Net Loss																		(726,777	)		(726,777	)
March 31, 2019		575,582,656		575,584		7,500			750,000			-			5,478,457			(12,326,512	)		(5,522,471	)

Shares to be issued		-		-		-			-			932,680			1,066,520			-			1,999,200
Shares returned from admin. hold		75,000		75		-			-			-			(75	)		-			-
Shares issued for cash		500,000		500		-			-			-			9,500			-			10,000
Prefered shares reclassed		-		-		(200	)		(20,000	)		-			20,000			-			-
Shares issued for Preferred stock conversion		4,000,000		4,000		(800	)		(80,000	)		-			136,000			(60,000	)		-
Net Loss																		(841,795	)		(841,795	)
June 30, 2019		580,157,656		580,159		6,500			650,000			932,680			6,710,402			(13,228,307	)		(4,355,066	)

Shares to be issued		168,000,000		168,000								(932,680	)		764,680						-
Shares issued for cash		500,000		500											9,500						10,000
Subscriptions Received				-								5,000			-						5,000
Net Loss																		(658,688	)		(658,688	)
September 30, 2019		748,657,656		748,659		6,500			650,000			5,000			7,484,582			(13,886,995	)		(4,998,754	)

Customer Deposits as of December 31, 2018	$	365,815
Customer Deposits applied		(56,585	)
New customer Deposits		-
Customer Deposits as of September 30, 2019	$	309,230

Deferred revenue December 31, 2018	$	33,000
Deferred revenue recognized in the Nine months ended September 30, 2019		-
Additional deferred revenue added in the Nine months ended September 30, 2019		14,750
Deferred revenue September 30, 2019	$	47,750

	September 30, 2019			December 31, 2018
Accounts Receivable Trade	$	718,425		$	781,845
Less Reserve for uncollectable accounts		(57,000	)		(57,000	)
Accounts receivable - net	$	661,425		$	724,845

	September 30, 2019		December 31, 2018

Outstanding Balance	$	253,781	$	245,988

	September 30, 2019			December 31, 2018

Working Capital	$	(654,490	)	$	(6,170,618	)
Total Assets		3,850,519			2,818,119
Long term Debt		682,714			-
Stockholder Equity	$	(4,998,754	)	$	(4,795,694	)