Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2019shares | |
Details | |
Registrant Name | CLEAN ENERGY TECHNOLOGIES, INC. |
Registrant CIK | 0001329606 |
SEC Form | 10-Q/A |
Period End date | Mar. 31, 2019 |
Fiscal Year End | --12-31 |
Trading Symbol | cety |
Tax Identification Number (TIN) | 202675800 |
Number of common stock shares outstanding | 575,582,656 |
Filer Category | Non-accelerated Filer |
Current with reporting | Yes |
Small Business | true |
Emerging Growth Company | false |
Amendment Description | No. 1 |
Amendment Flag | true |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q1 |
Statement of Financial Position
Statement of Financial Position - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 1,032 | $ 6,456 |
Accounts receivable - net | 779,204 | 724,845 |
Inventory | 743,904 | 711,894 |
Right of use asset - current | 227,851 | 0 |
Total Current Assets | 1,751,991 | 1,443,195 |
Property and Equipment - Net | 87,232 | 96,027 |
Goodwill | 747,976 | 747,976 |
License | 354,322 | 354,322 |
Patents | 148,229 | 151,199 |
Other Assets | 25,400 | 25,400 |
Right of use asset - long term | 744,272 | 0 |
Total Non Current assets | 2,020,199 | 1,278,897 |
Total Assets | 3,859,422 | 2,818,119 |
Liabilities and Stockholders' (Deficit) | ||
Bank Overdraft | 6,223 | 5,850 |
Accounts payable - trade | 1,122,810 | 1,033,375 |
Accrued Expenses | 1,869,261 | 1,786,796 |
Accrued Expenses Related party | 159,323 | 123,394 |
Customer Deposits | 359,230 | 365,815 |
Warranty Liability | 100,000 | 100,000 |
Deferred Revenue | 47,750 | 33,000 |
Derivative Liability | 543,721 | 245,988 |
Lease Liability - current | 227,851 | 0 |
Notes Payable - Current (net of discount) | 2,964,725 | 2,775,090 |
Notes Payable - Current - Related Party | 1,236,728 | 1,144,505 |
Total Current Liabilities | 8,637,622 | 7,613,813 |
Lease Liability - long term | 744,272 | 0 |
Net Long-Term Debt | 744,272 | 0 |
Total Liabilities | 9,381,894 | 7,613,813 |
Commitments and contingencies | 0 | 0 |
Stockholders' (Deficit) | ||
Preferred D stock, stated value $100 per share; 20,000 shares authorized; 7,500 shares and 7,500 shares issued and outstanding respectively | 750,000 | 750,000 |
Common stock, $.001 par value; 800,000,000 shares authorized; 575,582,656 and 555,582,656 shares issued and outstanding respectively | 575,585 | 555,585 |
Shares to be issued | 0 | 262,000 |
Additional paid-in capital | 5,478,455 | 5,236,456 |
Accumulated deficit | (12,326,512) | (11,599,735) |
Total Stockholders' (Deficit) | (5,522,472) | (4,795,694) |
Total Liabilities and Stockholders' Deficit | $ 3,859,422 | $ 2,818,119 |
Income Statement
Income Statement - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Details | ||
Sales | $ 224,363 | $ 172,391 |
Cost of Goods Sold | 149,177 | 143,714 |
Gross Profit | 75,186 | 28,677 |
General and Administrative | ||
General and Administrative expense | 116,541 | 159,335 |
Salaries | 203,303 | 194,062 |
Facility lease | 82,034 | 70,979 |
Share Based Expense | 0 | 91,140 |
Total Expenses | 401,878 | 515,516 |
Net Profit / (Loss) From Operations | (326,692) | (486,839) |
Change in derivative liability | 159,733 | 273,178 |
Gain / (Loss) on disposition of assets | 0 | (6,618) |
Financing Fees | 0 | 378,155 |
Interest Expense | 240,352 | 168,468 |
Net Profit / (Loss) Before Income Taxes | (726,777) | (1,313,258) |
Income Tax Expense | 0 | 0 |
Net Profit / (Loss) | $ (726,777) | $ (1,313,258) |
Basic and diluted weighted average number of common shares outstanding | 566,027,100 | 388,286,554 |
Net Profit / (Loss) per common share basic and diluted | $ 0 | $ 0 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Details | ||
Net Profit / (Loss) | $ (726,777) | $ (1,313,258) |
Adjustments to reconcile net loss to net cash | ||
Depreciation and amortization | 11,763 | 11,831 |
Share based compensation | 0 | 91,140 |
Financing fees | 0 | 378,155 |
Change in Derivative Liability and Debt discount | 253,576 | 161,752 |
(Increase) decrease in accounts receivable | (54,359) | 1,969 |
(Increase) decrease in inventory | (32,010) | 13,805 |
(Increase) decrease in other assets | 0 | (33,869) |
(Decrease) increase in accounts payable | 89,435 | (26,754) |
Other (Decrease) increase in accrued expenses | 118,195 | 50,555 |
Other (Decrease) increase in deferred revenue | 14,750 | 0 |
Other (Decrease) increase in customer deposits | (6,585) | 0 |
Net Cash Used In Operating Activities | (332,012) | (658,056) |
Cash Flows from Financing Activities | ||
Bank Overdraft / (Repayment) | 373 | (5,034) |
Payments on notes payable | 0 | (198,295) |
Proceeds from notes payable | 326,215 | 189,806 |
Stock issued for cash | 0 | 907,377 |
Cash Flows Provided By Financing Activities | 326,588 | 893,854 |
Net (Decrease) Increase in Cash and Cash Equivalents | (5,424) | 235,798 |
Cash and Cash Equivalents at Beginning of Period | 6,456 | 9,418 |
Cash and Cash Equivalents at End of Period | 1,032 | 245,216 |
Supplemental Cashflow Information: | ||
Interest Paid | 106,368 | 85,893 |
Taxes Paid | 0 | 0 |
Supplemental Non-Cash Disclosure | ||
Shares issued for Services | 0 | 91,140 |
Shares issued for Account payable paid in shares | 0 | 0 |
Shares issued for note conversions | $ 0 | $ 171,635 |
Basis of Accounting
Basis of Accounting | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
Basis of Accounting | NOTE 2 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: These unaudited interim consolidated financial statements as of and for the three months ended March 31, 2019, reflect all adjustments which, in the opinion of management, are necessary to fairly state the Companys 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 Companys financial statements and notes thereto included in the Companys fiscal year end December 31, 2018, 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 month period ended March 31, 2019, are not necessarily indicative of results for the entire year ending December 31, 2019. 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 Companys management, who is responsible for their integrity and objectivity. 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. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. Accounts Receivable We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of March 31, 2019, and December 31, 2018, we had a reserve for potentially un-collectable accounts of $57,000. Five (5) customers accounted for approximately 94% of accounts receivable at March 31, 2019. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant. Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of March 31, 2019 and December 31, 2018, we had a reserve for potentially obsolete inventory of $250,000. Property and Equipment Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years Long Lived Assets Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future. Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), · · · · · 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 quarter: Customer Deposits as of December 31, 2018 365,815 Customer Deposits Invoiced and applied (6,585) New customer Deposits - Customer Deposits as of March 31, 2019 359,230 We Invoice the customer and 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 quarter: Deferred revenue December 31, 2018 33,000 Deferred revenue recognized in the Quarter - Additional deferred revenue added in the Quarter 14,750 Deferred revenue March 31, 2019 47,750 The following steps are applied to our contract manufacturing revenue: · · · · · 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: · · · The carrying amounts of the Companys financial instruments as of December 31 2018 and March 31, 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 March 31, 2019 $ $ $ 543,721 $ 543,721 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. 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 March 31, 2019, we had outstanding common shares of 575,657,656 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at March 31, 2019 and 2018 were 566,027,100 and 388,286,554, respectively. In addition, we had convertible notes, convertible into of additional common shares. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive. Research and Development We had no amounts of research and development expense during the three months ended March 31, 2019 and 2018. Segment Disclosure FASB Codification Topic 280, Segment Reporting Selected Financial Data three months ended March 31, 2019 2018 Net Sales Clean Energy 151,633 149,515 Heat Recovery 25,448 22,876 Cety Europe 47,282 - Total Sales 224,363 172,391 Segment income and reconciliation before tax Clean Energy 25,141 7,232 Heat Recovery 17,835 21,455 Cety Europe 32,210 - Total Segment income 75,186 28,687 Reconciling items General and Administrative (116,541) (159,335) Share Based Expense - (91,140) Salaries (203,303) (194,062) Rent (82,034) (70,979) Financing Fees - (378,155) Loss on disposal of fixed assets - (6,618) Change in derivative liability (159,733) (273,178) Interest expense (240,352) (168,468) Net Loss before income tax (726,777) (1,313,248) March 31, 2019 March 31, 2018 Total Assets Electronics Assembly 1,080,909 1,308,322 Clean Energy HRS 1,776,240 1,702,632 Cety Europe 30,150 - 2,887,299 3,010,954 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 We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the awardthe 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 three months ended March 31, 2019 and 2018 we had $0 and $91,140 respectively, in share-based expense, due to the issuance of common stock. As of March 31, 2019, 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 March 31, 2019 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition. 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 March 31, 2019, we had a net operating loss carry-forward of approximately $(3,183,654) and a deferred tax asset of approximately $668,567 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 $(668,567). 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 March 31, 2019, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. March 31, 2019 December 31, 2018 Deferred Tax Asset $ 668,567 $ 515,944 Valuation Allowance (668,577) (515,944 ) 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 will receive $907,388 in exchange for the issuance of 302,462,667 restricted shares of the Corporations common stock, par value $.001 per share (the Common Stock). On February 13, 2018 the Corporation and Confections Ventures Limited. (CVL) entered into a Convertible Note Purchase Agreement (the Convertible Note Purchase Agreement, together with the Stock Purchase Agreement and the transactions contemplated thereunder, the Financing) pursuant to which the Corporation issued to CVL a convertible promissory Note (the CVL Note) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. This resulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the state of California. Further, the Company currently has no open tax years subject to audit prior to December 31, 2015. The Company is current on its federal and state tax returns. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders equity as previously reported. 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. FASB ASU 2016-02 Leases (Topic 842) · Update 2019-04 Codification Improvements to Topic 326, Financial InstrumentsCredit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Update 2019-01Leases (Topic 842): Codification Improvements Update 2018-17Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities Update 2018-13 Update 2018-08 Update 2018-05 Update 2018-04 Update 2018-03 Update 2018-01 FASB ASU 2016-02 Leases (Topic 842) |
Loans, Notes, Trade and Other R
Loans, Notes, Trade and Other Receivables Disclosure | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
Loans, Notes, Trade and Other Receivables Disclosure | NOTE 3 ACCOUNTS AND NOTES RECEIVABLE March 31, 2019 December 31, 2018 Accounts Receivable Trade $ 836,204 $ 781,845 Less Reserve for uncollectable accounts (57,000) (57,000) Accounts receivable - net $ 779,204 $ 724,845 |
NOTE 4 - INVENTORY
NOTE 4 - INVENTORY | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
NOTE 4 - INVENTORY | NOTE 4 INVENTORY Inventories by major classification were comprised of the following at: March 31, 2019 December 31, 2018 Raw Material $ 947,270 $ 952,214 Work in Process 46,634 9,680 Total 993,904 961,894 Less reserve for excess or obsolete inventory (250,000) (250,000) Total Inventory $ 743,904 $ 711,894 |
Property, Plant and Equipment D
Property, Plant and Equipment Disclosure | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
Property, Plant and Equipment Disclosure | NOTE 5 PROPERTY AND EQUIPMENT Property and equipment were comprised of the following at: March 31, 2019 December 31, 2018 Capital Equipment $ 1,342,794 $ 1,342,794 Leasehold improvements 75,436 75,436 Accumulated Depreciation (1,330,998) (1,322,203) Property and Equipment - Net $ 87,232 $ 96,027 For the three months ended March 31, 2019 we recognized depreciation expense in the amount of $8,794 and for the three months ended March 31, 2019 we recognized depreciation expense in the amount of $8,862 |
Debt Disclosure
Debt Disclosure | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
Debt Disclosure | 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 March 31, 2019 the outstanding balance was $38,500. On November 11, 2013, we entered in to an accounts receivable financing agreement with American Interbanc (now Nations Interbanc). Amounts outstanding under the agreement bear interest at the rate of 2.5% per month. It is secured by the assets of the Company. In addition, it is personally guaranteed by Kambiz Mahdi, our Chief Executive Officer. As of March 31, 2019, the outstanding balance was $1,506,425. On September 11, 2015, our CE HRS subsidiary issued a promissory note in the initial principal amount $1,400,000 and assumed a pension liability of $100,000, for a total liability of $1,500,000, in connection with our acquisition of the heat recovery solutions, or HRS, assets of General Electric International, Inc., a Delaware corporation (GEII), including intellectual property, patents, trademarks, machinery, equipment, tooling and fixtures. The note bears interest at the rate of 2.66% per annum. The note is payable on the following schedule: (a) $200,000 in principal on December 31, 2015 and (b) thereafter, the remaining principal amount of $1,200,000, together with interest thereon, payable in equal quarterly installments of principal and interest of $157,609, commencing on December 31, 2016 and continuing until December 31, 2018 at which time the remaining unpaid principal amount of this note and all accrued and unpaid interest thereon shall be due and payable in full We are currently in default on the payment of the purchase price pursuant to our asset purchase agreement with General Electric due to a combination of our inability to raise sufficient capital as expected and our belief that we are entitled to a reduction in purchase price we paid. We are in the process of negotiations with General Electric. On September 15, 2016, Meddy Sahebi, Chairman of our previous Board of Directors, advanced the Company $5,000. There were no specified terms for repayment of this loan other than that it was to be repaid within a reasonable time. As of March 31, 2019 the outstanding balance was $5,000. On June 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $250,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of June 21, 2019. On 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 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. 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 Is 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. On May 5, 2017 we entered into a nine-month convertible note payable for $78,000, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of ninety one percent (61%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $116,600 by Cybernaut Zfounder Ventures. An amended term were added to the original note with the interest rate of 14%. This note matured on February 21 st 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 On August 17, 2017 we entered into a convertible note payable for $68,000, with a maturity date of May 30, 2018, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-eight percent (58%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. This note was paid in full on February 15, 2018 On July 25, 2017 we entered into a convertible note payable for $103,000, with a maturity date of April 25, 2018, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of ninety percent (60%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the twenty (20) Trading Days immediately preceding the date of conversion. This note was paid in full on February 15, 2018 On February 13, 2018 the Corporation and Confections Ventures Limited. (CVL) entered into a Convertible Note Purchase Agreement (the Convertible Note Purchase Agreement, together with the Stock Purchase Agreement and the transactions contemplated thereunder, the Financing) pursuant to which the Corporation issued to CVL a convertible promissory Note (the CVL Note) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. As a result we recognized a beneficial conversion feature of $532,383, which is amortized over the life of the note. This note was assigned to Mgw Investments and they agreed not to convert the $939,500 note in to shares in excess of the 800,000,000 Authorized limit until we have increased the Authorized shares to the Board approved limit of 2 billion shares. On February 8, 2018 the Corporation entered a Convertible Promissory Note in the principal amount of $153,123, due October 8, 2018, with an interest rate of 12% per annum payable to MGWI (the MGWI Note). The MGWI Note is convertible into shares of the Corporations 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. On December 13, 2018 we entered into a convertible note payable for $83,000, with a maturity date of December 13, 2019, which accrues interest at the rate of 12% per annum. It is convertible six months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. February 13, 2019 we entered into a convertible note payable for $138,000, with a maturity date of February 13, 2020, which accrues interest at the rate of 12% per annum. It is convertible six 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. On January 10, 2018 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. Subsequently 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 six 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. 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 of 194% and a risk free interest rate of 2.54% The remaining derivative liabilities were: Derivative Liabilities on Convertible Loans: March 31, 2019 December 31, 2018 Outstanding Balance $ 543,721 $ 245,988 |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
Commitments and Contingencies Disclosure | NOTE 10 COMMITMENTS AND CONTINGENCIES The company has received an invoice from Oberon Securities for $291,767 which is in dispute. The company believes it has defenses to the claim for compensation and plans to assert appropriate counterclaims and actions as permitted by law. No liability has been recorded for this claim as the Company believes there is a greater than not probability that our Company will prevail in defending against the claim. Operating Rental Leases On March 10, 2016, we signed a lease agreement for a 18,200 square-foot CTU Industrial Building at 2990 Redhill Unit A, Costa Mesa, CA. The lease term at the new facility is seven years and two months beginning October 1, 2016. In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60 day notice for 1,000 Euro per month. Due to the short termination clause, we are treating this as a month to month lease. Future minimum lease payments for the years ended December 31, as follows: Year Lease Payment 2019 $152,806 2020 $241,884 2021 $249,132 2022 $256,608 2023 $44,052 Our Rent expense including common area maintenance for the Three months ended March 31, 2019 and 2018 was $82,034 and $70,979 respectively. Severance Benefits Effective at December 31, 2018, Mr. Bennett, was entitled to receive in the event of his termination without cause 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, whichever is greater, at an annual salary of $140,000. |
Stockholders' Equity Note Discl
Stockholders' Equity Note Disclosure | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
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, 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 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 Corporations common stock, par value $.001 per share (the Common Stock), as disclosed on form 8K on February 15, 2018. From January 1 through September 30, 2018 we issued 26,054,672 for partial conversions of our convertible notes. We also issued 13,800,000 shares for additional compensation and 1,500,000 for consulting services. On October 9, 2018 we issued 884,195 shares .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. Common Stock Our Articles of Incorporation authorize us to issue 800,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2018 there were 555,582,656 shares of common stock outstanding. All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights. The holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our obligations to holders of our outstanding preferred stock. Preferred Stock Our Articles of Incorporation authorize us to issue 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 2015, all holders of Series D Preferred signed and delivered estoppel agreements, whereby the holders agreed, among other things, that the Series D Preferred was not in default and to reduce (effective as of December 31, 2015) the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date. Warrants Warrant Activity As of March 31, 2019, and December 31, 2018 there were no outstanding warrants Stock Options As of March 31, 2019, and December 31, 2018 there were no outstanding stock options |
Related Party Transactions Disc
Related Party Transactions Disclosure | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
Related Party Transactions Disclosure | NOTE 12 RELATED PARTY TRANSACTIONS Kambiz Mahdi, our Chief Executive Officer, owns Billet Electronics, which is distributor of electronic components. From time to time, we purchase parts from Billet Electronics. In addition, Billet was a supplier of parts and had dealings with current and former customers of the Company prior to joining the company. Our Board of Directors has approved the transactions between Billet Electronics and the Company. On June 15, 2017 Meddy Sahebi Chairman of our Board of Directors advanced the Company $5,000. There were no specified terms for repayment of this loan other than that it was to be repaid within a reasonable time. As of December 31, 2017, the outstanding balance was $5,000. Mr. Sahebi resigned from the board of directors on February 8, 2018 . Pursuant to our 2017 Stock Compensation Program, effective July 1, 2017, we made the following stock option grants to members of our Board of Directors: (a) we issued to each of our non-employee members of our Board of Directors first joining the Board in October 2015 and who had not received any compensation for serving as directors of the Company (five persons) options to purchase 150,000 shares of our common stock with an exercise price of $.03 per share, the last sale price of our common stock on June 29, 2017 and (b) we issued to each of our non-employee members of our Board of Directors currently serving on the Board (six persons) options to purchase 300,000 shares of our common stock with an exercise price of $.03 per share. On the non-employee board members resigned, as disclosed in our 8K filed on February 15, 2018. As a result, all remaining stock options were cancelled. On February 13, 2018 the Corporation and Confections Ventures Limited. (CVL) entered into a Convertible Note Purchase Agreement (the Convertible Note Purchase Agreement, together with the Stock Purchase Agreement and the transactions contemplated thereunder, the Financing) pursuant to which the Corporation issued to CVL a convertible promissory Note (the CVL Note) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. As a result we recognized a beneficial conversion feature of $532,383, which is amortized over the life of the note. This note was assigned to Mgw Investments and they agreed not to convert the $939,500 note in to shares in excess of the 800,000,000 Authorized limit until we have increased the Authorized shares to the Board approved limit of 2 billion shares. On February 8, 2018 the Corporation entered a Convertible Promissory Note in the principal amount of $153,123, due October 8, 2018, with an interest rate of 12% per annum payable to MGWI (the MGWI Note). The MGWI Note is convertible into shares of the Corporations 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. On June 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $250,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of June 21, 2019. On 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 February 15, 2018 we issued 9,200,000 .0053 as additional compensation in the amount of $48,760. On October 18, 2018 we entered into a 1 year employment agreement with Kambiz Mahdi our CEO, as part of the agreement Mr. Mahdi was to be issued 20,000,000 shares of our common stock, as additional compensation. As a result; for the year ended December 31, 2018 we accrued for and subsequently on February 13, 2019, issued 20,000,000 shares $.0131 to Mr. Mahdi in the amount of $262,000. On January 10, 2019 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020. Note 13 - Warranty Liability There was no change in our warranty liability for the three and three months ended March 31, 2019. Our policy is to accrue 2% of revenue for warranty liability, however our experience has been low due to the claim experience that we feel that the current warranty accrual is sufficient. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
Subsequent Events | NOTE 14 SUBSEQUENT EVENTS Subsequently on April 9, 2019 we entered into a convertible note payable for $53,000, with a maturity date of February 13, 2020, which accrues interest at the rate of 12% per annum. It is not convertible six months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On April 30, 2019 our Board of Directors approved to increase the number of authorized shares of the Corporations common stock, par value $.001 per share from 800,000,000 to 2,000,000,000 shares. Although In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 2019 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. |
Basis of Accounting_ Use of Est
Basis of Accounting: Use of Estimates, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Use of Estimates, Policy | 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. |
Basis of Accounting_ Cash and C
Basis of Accounting: Cash and Cash Equivalents, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. |
Basis of Accounting_ Receivable
Basis of Accounting: Receivables, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Receivables, Policy | 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 March 31, 2019, and December 31, 2018, we had a reserve for potentially un-collectable accounts of $57,000. Five (5) customers accounted for approximately 94% of accounts receivable at March 31, 2019. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant. |
Basis of Accounting_ Inventory,
Basis of Accounting: Inventory, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Inventory, Policy | Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of March 31, 2019 and December 31, 2018, we had a reserve for potentially obsolete inventory of $250,000. |
Basis of Accounting_ Property,
Basis of Accounting: Property, Plant and Equipment, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Property, Plant and Equipment, Policy | 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 |
Basis of Accounting_ Impairment
Basis of Accounting: Impairment or Disposal of Long-Lived Assets, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Impairment or Disposal of Long-Lived Assets, Policy | 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. |
Basis of Accounting_ Revenue fr
Basis of Accounting: Revenue from Contract with Customer (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Revenue from Contract with Customer | Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), · · · · · 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 quarter: Customer Deposits as of December 31, 2018 365,815 Customer Deposits Invoiced and applied (6,585) New customer Deposits - Customer Deposits as of March 31, 2019 359,230 We Invoice the customer and 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 quarter: Deferred revenue December 31, 2018 33,000 Deferred revenue recognized in the Quarter - Additional deferred revenue added in the Quarter 14,750 Deferred revenue March 31, 2019 47,750 The following steps are applied to our contract manufacturing revenue: · · · · · |
Basis of Accounting_ Fair Value
Basis of Accounting: Fair Value Measurement, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Fair Value Measurement, Policy | 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: · · · The carrying amounts of the Companys financial instruments as of December 31 2018 and March 31, 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 March 31, 2019 $ $ $ 543,721 $ 543,721 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. |
Basis of Accounting_ Comprehens
Basis of Accounting: Comprehensive Income, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Comprehensive Income, Policy | 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. |
Basis of Accounting_ Earnings P
Basis of Accounting: Earnings Per Share, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Earnings Per Share, Policy | 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 March 31, 2019, we had outstanding common shares of 575,657,656 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at March 31, 2019 and 2018 were 566,027,100 and 388,286,554, respectively. In addition, we had convertible notes, convertible into of additional common shares. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive. |
Basis of Accounting_ Research,
Basis of Accounting: Research, Development, and Computer Software, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Research, Development, and Computer Software, Policy | Research and Development We had no amounts of research and development expense during the three months ended March 31, 2019 and 2018. |
Basis of Accounting_ Segment Re
Basis of Accounting: Segment Reporting, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Segment Reporting, Policy | Segment Disclosure FASB Codification Topic 280, Segment Reporting Selected Financial Data three months ended March 31, 2019 2018 Net Sales Clean Energy 151,633 149,515 Heat Recovery 25,448 22,876 Cety Europe 47,282 - Total Sales 224,363 172,391 Segment income and reconciliation before tax Clean Energy 25,141 7,232 Heat Recovery 17,835 21,455 Cety Europe 32,210 - Total Segment income 75,186 28,687 Reconciling items General and Administrative (116,541) (159,335) Share Based Expense - (91,140) Salaries (203,303) (194,062) Rent (82,034) (70,979) Financing Fees - (378,155) Loss on disposal of fixed assets - (6,618) Change in derivative liability (159,733) (273,178) Interest expense (240,352) (168,468) Net Loss before income tax (726,777) (1,313,248) March 31, 2019 March 31, 2018 Total Assets Electronics Assembly 1,080,909 1,308,322 Clean Energy HRS 1,776,240 1,702,632 Cety Europe 30,150 - 2,887,299 3,010,954 |
Basis of Accounting_ Compensati
Basis of Accounting: Compensation Related Costs, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Compensation Related Costs, Policy | 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 We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the awardthe 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 three months ended March 31, 2019 and 2018 we had $0 and $91,140 respectively, in share-based expense, due to the issuance of common stock. As of March 31, 2019, we had no further non-vested expense to be recognized. |
Basis of Accounting_ Income Tax
Basis of Accounting: Income Tax, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Income Tax, Policy | 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 March 31, 2019 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition. 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 March 31, 2019, we had a net operating loss carry-forward of approximately $(3,183,654) and a deferred tax asset of approximately $668,567 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 $(668,567). 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 March 31, 2019, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. March 31, 2019 December 31, 2018 Deferred Tax Asset $ 668,567 $ 515,944 Valuation Allowance (668,577) (515,944 ) 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 will receive $907,388 in exchange for the issuance of 302,462,667 restricted shares of the Corporations common stock, par value $.001 per share (the Common Stock). On February 13, 2018 the Corporation and Confections Ventures Limited. (CVL) entered into a Convertible Note Purchase Agreement (the Convertible Note Purchase Agreement, together with the Stock Purchase Agreement and the transactions contemplated thereunder, the Financing) pursuant to which the Corporation issued to CVL a convertible promissory Note (the CVL Note) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. This resulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the state 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. |
Basis of Accounting_ Reclassifi
Basis of Accounting: Reclassifications (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
Reclassifications | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders equity as previously reported. |
Basis of Accounting_ New Accoun
Basis of Accounting: New Accounting Pronouncements, Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
New Accounting Pronouncements, Policy | 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. FASB ASU 2016-02 Leases (Topic 842) · Update 2019-04 Codification Improvements to Topic 326, Financial InstrumentsCredit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Update 2019-01Leases (Topic 842): Codification Improvements Update 2018-17Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities Update 2018-13 Update 2018-08 Update 2018-05 Update 2018-04 Update 2018-03 Update 2018-01 FASB ASU 2016-02 Leases (Topic 842) |
Basis of Accounting_ Income T_2
Basis of Accounting: Income Tax, Policy: Schedule of Deferred Tax Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | March 31, 2019 December 31, 2018 Deferred Tax Asset $ 668,567 $ 515,944 Valuation Allowance (668,577) (515,944 ) Deferred Tax Asset (Net) $ - $ - |
Loans, Notes, Trade and Other_2
Loans, Notes, Trade and Other Receivables Disclosure: Schedule of Financing Receivables, Minimum Payments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tables/Schedules | |
Schedule of Financing Receivables, Minimum Payments | March 31, 2019 December 31, 2018 Accounts Receivable Trade $ 836,204 $ 781,845 Less Reserve for uncollectable accounts (57,000) (57,000) Accounts receivable - net $ 779,204 $ 724,845 |
NOTE 4 - INVENTORY_ Schedule of
NOTE 4 - INVENTORY: Schedule of Inventory, Current (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tables/Schedules | |
Schedule of Inventory, Current | March 31, 2019 December 31, 2018 Raw Material $ 947,270 $ 952,214 Work in Process 46,634 9,680 Total 993,904 961,894 Less reserve for excess or obsolete inventory (250,000) (250,000) Total Inventory $ 743,904 $ 711,894 |
Property, Plant and Equipment_2
Property, Plant and Equipment Disclosure: Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tables/Schedules | |
Property, Plant and Equipment | March 31, 2019 December 31, 2018 Capital Equipment $ 1,342,794 $ 1,342,794 Leasehold improvements 75,436 75,436 Accumulated Depreciation (1,330,998) (1,322,203) Property and Equipment - Net $ 87,232 $ 96,027 |
Finite-lived Intangible Assets
Finite-lived Intangible Assets Amortization Expense (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tables/Schedules | |
Finite-lived Intangible Assets Amortization Expense | Intangible assets were comprised of the following at: March 31, 2019 December 31, 2018 Goodwill $ 747,976 $ 747,976 License 354,322 354,322 Patents 190,789 190,789 Accumulated Amortization (42,560) (39,590) Net Intangible Assets $1,250,527 $ 1,253,497 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tables/Schedules | |
Other Current Liabilities | March 31, 2019 December 31, 2018 Accrued Wages $ 302,567 $ 224,514 Accrued Interest 470,837 466,425 Accrued Interest Related party 159,323 123,394 Customer Deposit 359,230 365,815 Accrued Payable to GE - TSA 972,231 972,231 Accrued Rents and Moving Expenses 123,626 123,626 $ 2,387,814 $ 2,276,005 |
Basis of Accounting_ Income T_3
Basis of Accounting: Income Tax, Policy: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Details | ||
Deferred Tax Asset | $ 668,567 | $ 515,944 |
Valuation Allowance | (668,577) | (515,944) |
Deferred Tax Asset (Net) | $ 0 | $ 0 |
Loans, Notes, Trade and Other_3
Loans, Notes, Trade and Other Receivables Disclosure: Schedule of Financing Receivables, Minimum Payments (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Details | ||
Accounts Receivable Trade | $ 836,204 | $ 781,845 |
Reserve for uncollectable accounts | (57,000) | (57,000) |
Accounts receivable - net | $ 779,204 | $ 724,845 |
NOTE 4 - INVENTORY_ Schedule _2
NOTE 4 - INVENTORY: Schedule of Inventory, Current (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Details | ||
Raw Material | $ 947,270 | $ 952,214 |
Work in Process | 46,634 | 9,680 |
Total | 993,904 | 961,894 |
Reserve for excess or obsolete inventory | (250,000) | (250,000) |
Total Inventory | $ 743,904 | $ 711,894 |
Property, Plant and Equipment_3
Property, Plant and Equipment Disclosure: Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Details | ||
Property and Equipment - Net | $ 87,232 | $ 96,027 |