| Stockholders' Equity Note Disclosure | NOTE 11 CAPITAL STOCK TRANSACTIONS On April 21, 2005, our Board of Directors and shareholders approved the re-domicile of the Company in the State of Nevada, in connection with which we increased the number of our authorized common shares to 200,000,000 and designated a par value of $.001 per share. On May 25, 2006, our Board of Directors and shareholders approved an amendment to our Articles of Incorporation to authorize a new series of preferred stock, designated as Series C, and consisting of 15,000 authorized shares. On June 30, 2016, 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, 2016. Effective June 29, 2017, four of our common stockholders who beneficially owned 118,635,523 shares or approximately 57% of the voting power of the common stock and the holder of our one convertible note with voting rights, representing 11,014,773 votes, consented in writing: 1. To increase the authorized shares of common stock from 400,000,000 to 800,000,000 shares with a par value of $0.001 per share. 2. To amend our amended and restated articles of incorporation to provide for the foregoing increase in our authorized capital. Prior thereto, on June 28, 2017, our board of directors approved the above actions, subject to approval by the stockholders. Stock Repurchase Program On November 1, 2011, the Company adopted a plan to repurchase up to 500,000 shares of its issued and outstanding common stock in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. The plan allows the Company to purchase its issued and outstanding common shares in the open market or in negotiated transactions, from time to time, depending on market conditions and other factors as well as being in compliance with applicable securities laws. The plan does not obligate the Company to make any purchases, at any specific time or in any particular situation. The plan may be suspended or discontinued at any time at the sole discretion of the Company. Share repurchases will be funded with the Companys available cash, after determining the working capital requirements of the Company. Accordingly, there is no guarantee as to the exact number of shares that will be repurchased under the plan. The Companys Board of Directors authorized the repurchase plan because it believed market conditions at the time of the plans adoption or thereafter may cause the Companys common stock to be undervalued and repurchases of Company common stock to be in the best interests of the Company and its stockholders. The timing and number of any shares repurchased will depend on the terms and conditions of the plan and no assurance can be given that any specific amount of common stock will be repurchased. Common Stock Transactions Beginning with the year 2016, we issued the following securities without registration under the Securities Act of 1933, as amended. These securities were issued on the reliance of an exemption provided by Section 4(a)(2) or 4(a)(5) of the Securities Act. On February 2, 2016, we issued 40,000 shares of common stock for services at $.08 On February 24, 2016, we issued 1,845,000 shares of common stock for cash in the amount of $116,698, of which $70,699 was received in 2014 and the balance included in to be issued. On March 6, 2016, we issued 450,000 shares of common stock for services to related parties at $.05 per share, which was accrued for in 2014. On March 6, 2016, we issued 50,000 shares of common stock for services at $.05 per share. On April 1, 2016 we issued 25,000 shares of common stock for consulting services at $.05 per share. On September 11, 2016, we issued 1,300,000 shares of common stock for compensation at $.05 per share. On October 1, 2016, we issued 104,910,321 shares of common stock to two investors for $500,000 in cash. On March 11, 2016 we issued 400,000 shares of our common stock $.07 for financing fees. On May 5, 2016 we issued 387,866 to a previous employee $.08 for $8,644 in notes payable, $11,332 in accrued interest and $11,030 for past due payroll. On August 15, 2016 we issued 562,500 shares $.08 to a consultant for past due amounts owed of $45,000. On July 1, 2016 we entered into a consulting agreement with Uptick capital for 300,000 a term of 45 days. For these services, we agreed to issue a total of 300,000 shares of our common stock. Pursuant to our 2016 Stock Compensation Program, effective July 1, 2016, 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 2016 and who had not received any compensation for serving as directors of the Company (five persons) options to purchase 150,000 shares of our common stock with an exercise price of $.03 per share, the last sale price of our common stock on June 29, 2016 and (b) we issued to each of our non-employee members of our Board of Directors currently serving on the Board (six persons) options to purchase 300,000 shares of our common stock with an exercise price of $.03 per share. On September 15, 2016 we issued 2,380,952 shares $.006 for a partial conversion of the convertible note dated March 11, 2016 in the amount of $15,000. On October 31, 2016, Clean Energy Technologies, Inc., a Nevada corporation (the Company) closed a private placement pursuant to Section 4(a) (2) of the Securities Act to one investor, Cyberfuture One LP, (Subscriber) of an aggregate of 10,500,000 restricted common shares (Shares) at a price of US$0.04 per Share, for total gross proceeds of US $420,000. The offering provides that Subscriber obtains piggyback registration rights on the Shares, so long as the Subscriber holds at least 8% of the outstanding Common Stock. Also, the subscription agreement provides that if the Company and the Subscriber enter a joint venture that the Subscriber will be entitled to nominate a person to be elected to and to serve on the Board of Directors of the Company. The restricted common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by one non-U.S. person. On December 16, 2016, we issued 1,200,000 shares .0031 for a partial conversion of a note dated June 6, 2016 in the amount of $3,696. On January 4, 2017 we issued 2,300,000 shares .002291 for a partial conversion of a note dated June 6, 2016 in the amount of $5,041. On January 4, 2017 we issued 7,000,000 shares .0022 for a partial conversion of a note dated July 6, 2016 in the amount of $15,400. On February 8, 2017 we issued 2,400,000 shares .00188 for a partial conversion of a note dated June 6, 2016 in the amount of $4,512. On February 27, 2017 we issued 8,600,000 shares .001 for a partial conversion of a note dated June 6, 2016 in the amount of $8,600. On March 3, 2017 we issued 9,000,000 shares .001 for a partial conversion of a note dated June 6, 2016 in the amount of $9,000. On March 8, 2017 we issued 600,000 shares .007 for compensation in the amount of $4,200. On March 10, 2017 we issued 9,500,000 shares .001 for a partial conversion of a note dated June 6, 2016 in the amount of $9,500. On April 4, 2017 we issued 7,700,000 shares .001 for a partial conversion of a note dated June 6, 2016 in the amount of $7,700. On May 11, 2017 we issued 7,369,080 shares of common stock for the final conversion of a note dated June 6, 2016 in the amount of $9,211. Common Stock Currently our Articles of Incorporation authorize us to issue 400,000,000 shares of common stock, par value $0.001 per share. On June 29, 2017 our shareholders approved to increase the authorized shares of common stock from 400,000,000 to 800,000,000 shares with a par value of $0.001 per share and to amend our Articles of Incorporation on or about August 20, 2017. As of June 30, 2017 there were 209,647,163 shares of common stock outstanding. All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights. The holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our obligations to holders of our outstanding preferred stock. Preferred Stock Our Articles of Incorporation authorize us to issue 10,000,000 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. Unless our Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the payment of dividends and to the distribution of assets upon liquidation. Any issuance by us of shares of our preferred stock may have the effect of delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock. We previously authorized 440 shares of Series A Convertible Preferred Stock, 20,000 shares of Series B Convertible Preferred Stock, and 15,000 shares Series C Convertible Preferred Stock. As of August 20, 2006, all series A, B, and C preferred had been converted into common stock. Effective August 7, 2013, our Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000 shares. Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000 in multiple closings over the course of six months. We received an aggregate of $750,000 in financing in subscription for Series D Preferred Stock, or 7,500 shares. The following are primary terms of the Series D Preferred Stock. The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. The Company may elect to redeem the Series D Preferred Stock any time at a price equal to initial purchase price plus all accrued but unpaid dividends, subject to the investors right to convert, by providing written notice about its intent to redeem. Each investor has the right to convert the Series D Preferred Stock at least ten (10) days prior to such redemption by the Company. In connection with the subscriptions for the Series D Preferred, we issued series F warrants to purchase an aggregate of 375,000 shares of our common stock at $.10 per share and series G warrants to purchase an aggregate of 375,000 shares of our common stock at $.20 per share. On August 21, 2014, a holder holding 5,000 shares of Preferred Series D Preferred agreed to lower the dividend rate to 13% on its Series D Preferred. In September 2016, 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, 2016) the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date. Warrants Series E Common stock warrants On April 8, 2011, we issued 300,000 series E Warrants. Each warrant gives the holder the right to purchase one share of common stock (300,000 total shares) at $0.50 per share. The Series E Warrants expired on April 8, 2017. Series F Common stock warrants On June 25, 2013, we issued 250,000 series F warrants. Each warrant gives the holder the right to purchase one share of common stock at $.10. On September 19, 2013, we issued 125,000 series F warrants. Each warrant gives the holder the right to purchase one share of common stock at $.10. Series G Common stock warrants On June 25, 2013, we issued 250,000 series G warrants. Each warrant gives the holder the right to purchase one share of common stock at $.20. On September 19, 2013, we issued 125,000 series G warrants. Each warrant gives the holder the right to purchase one share of common stock at $.20. A summary of warrant activity for the periods is as follows: Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding December 31, 2016 1,050,000 0.25 1,050,000 0.25 Granted - - - - Expired (300,000) .50 (300,000) .50 Exercised - - - - Outstanding June 30, 2017 750,000 0.15 750,000 0.15 Warrants Outstanding Warrants Exercisable Range of Warrant Exercise Price Warrants - Common Share Equivalents Weighted Average Exercise price Weighted Average Remaining Contractual life in years Warrants - Common Share Equivalents Weighted Average Exercise price $ 0.10 250,000 $ 0.10 1.25 250,000 $ 0.10 $ 0.20 250,000 $ 0.20 1.25 250,000 $ 0.20 $ 0.10 125,000 $ 0.10 1.5 125,000 $ 0.10 $ 0.20 125,000 $ 0.20 1.5 125,000 $ 0.20 Total 750,000 $ 0.15 750,000 $ 0.15 Stock Options On February 8, 2007 pursuant to our 2006 Qualified Incentive Option Plan, we granted to Company employees incentive stock options to purchase 406,638 shares of our common stock. These options were granted at $1.73 cents, the fair market value of the Companys common stock at the time of the grant. These options expired on February 8, 2017. At June 30, 2017, there were 0outstanding options under this plan. On February 8, 2008, we granted stock options to our key employees to purchase up to 750,000 shares of our common stock. These options were granted at $1.73 cents, the fair market value of the Companys common stock at the time of the grant. These options expired on February 8, 2017. As of June 30, 2017, the balance of the outstanding options under this plan is 0. On February 28, 2008, we granted stock options to a key employee to purchase up to 30,000 shares of our common stock. These options were granted at $.033 cents, the fair market value of the Companys common stock at the time of the grant. These options expired on February 8, 2017. As of June 30, 2017, the balance of the outstanding options under this plan was 0. Pursuant to our 2016 Stock Compensation Program, effective July 1, 2016, 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 2016 and who had not received any compensation for serving as directors of the Company (five persons) options to purchase 150,000 shares of our common stock with an exercise price of $.03 per share, the last sale price of our common stock on June 29, 2016 and (b) we issued to each of our non-employee members of our Board of Directors currently serving on the Board (six persons) options to purchase 300,000 shares of our common stock with an exercise price of $.03 per share. |
