10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] THREE MONTHS ENDED MARCH 31, 2020 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the three months ended March 31, 2020

or

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

For the transition period from _________ to _________

Commission File Number: 000-55656

CLEAN ENERGY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-2675800
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2990 Redhill Ave, Costa Mesa, California 92626

(Address of principal executive offices)

(949) 273-4990

(Registrant’s telephone number, 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 June 23, 2020, there were 762,895,515 shares of the Registrant’s $0.001 par value common stock issued and outstanding.

RELIANCE ON RELIEF ORDER.

On May 15, 2020 we filed a Current Report on Form 8-K in compliance with and in reliance upon the SEC Order issued pursuant to Section 36 of the Securities Exchange Act of 1934, as amended, granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules thereunder (SEC Release No. 34-88465 on March 25, 2020) (Relief Order). By way of filing the Current Report (as amended),  we, among other things,  extended the time of filing of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (“Quarterly Report”), until no later than July 1, 2020 in reliance on the Relief Order. The Current Report disclosed the reasons that our Quarterly Report could not be filed timely.

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

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which include, but are not limited to, statements concerning our projected revenues, expenses, gross profit and income, mix of revenue, demand for our products, the benefits and potential applications for our products, the need for additional capital, our ability to obtain and successfully perform additional new contract awards and the related funding and profitability of such awards, the competitive nature of our business and markets and product qualification requirements of our customers. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by us. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “potential,” “believes,” “seeks,” “hopes,” “estimates,” “should,” “may,” “will,” “with a view to” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Such factors include, but are not limited to the following:

● our possible or assumed future results of operations;

● our business strategies;

● our ability to attract and retain customers;

● our ability to sell additional products and services to customers;

● our cash needs and financing plans;

● our competitive position;

● our industry environment;

● our potential growth opportunities;

● expected technological advances by us or by third parties and our ability to leverage them;

● Our inability to predict or anticipate the duration or long-term economic and business consequences of the ongoing COVID-19 pandemic;

● the effects of future regulation; and

● our ability to protect or monetize our intellectual property.

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

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	27
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
ITEM 4.	CONTROLS AND PROCEDURES	32
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	33
ITEM 1A.	RISK FACTORS	33
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	34
ITEM 4.	MINE SAFETY DISCLOSURES	34
ITEM 5.	OTHER INFORMATION	34
ITEM 6.	EXHIBITS	35

Page 2 of 36 

Part I – Financial Information

Item 1. Financial Statements

Clean Energy Technologies, Inc.

Consolidated Financial Statements

(Expressed in US dollars)

March 31, 2020 (unaudited)

Financial Statement Index
Consolidated Balance Sheets as of March 31, 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 36 

Clean Energy Technologies, Inc.

Consolidated Balance Sheet

	(Unaudited)			(audited)
	March 31, 2020			December 31, 2019
Assets
Current Assets:
Cash	$	501,459		$	7,406
Accounts receivable - net		1,220,564			1,288,258
Lease receivable asset		217,584			217,584
Inventory		523,457			630,204
Total Current Assets		2,463,064			2,143,452
Property and Equipment - Net		67,993			74,467
Goodwill		747,976			747,976
License		354,322			354,322
Patents		136,352			139,322
Right of use asset - long term		771,149			822,284
Other Assets		25,400			25,400
Total Non Current assets		2,103,192			2,163,771
Total Assets	$	4,566,256		$	4,307,223
Liabilities and Stockholders’ (Deficit)
Current Liabilities:
Bank Overdraft	$	-		$	1,480
Accounts payable		1,703,830			1,587,989
Accrued Expenses		582,371			503,849
Customer Deposits		82,730			309,230
Warranty Liability		100,000			100,000
Deferred Revenue		33,000			47,750
Derivative Liability		586,749			320,794
Facility Lease Liability - current		205,592			201,297
Line of Credit		1,692,126			1,617,086
Notes payable - GE		2,400,214			2,386,234
Convertible Notes Payable (net of discount of 156,548 and 80,647 respectively)		411,362			373,249
Related Party Notes Payable (net of discount of 0 and 29,227 Respectively		1,597,582			1,480,183
Total Current Liabilities		9,395,556			8,929,141
Long-Term Debt:
Facility Lease Liability - long term		577,751			630,560
Net Long-Term Debt		577,751			630,560
Total Liabilities		9,973,307			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 5,700 and 6,500 outstanding as of March 31, 2020 and December 31, 2019, respectively		570,000			650,000
Common stock, $.001 par value; 2,000,000,000 shares authorized; 762,130,989 and 753,907,656 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively		762,132			753,909
Additional paid-in capital		7,790,109			7,559,331
Accumulated deficit		(14,529,292	)		(14,215,718	)
Total Stockholders’ (Deficit)		(5,407,051	)		(5,252,478	)
Total Liabilities and Stockholders’ Deficit	$	4,566,256		$	4,307,223

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

Page 4 of 36 

Clean Energy Technologies, Inc.

Consolidated Statement of Operations

for the three months ended March 31,

(Unaudited)

	2020			2019
Sales	$	858,816		$	224,363
Cost of Goods Sold		343,277			149,177
Gross Profit		515,539			75,186
General and Administrative
General and Administrative expense		95,720			60,642
Salaries		209,547			203,303
Travel		29,158			40,117
Professional Fees		21,887			4,019
Facility lease and Maintenance		110,455			82,034
Depreciation and Amortization		9,443			11,763
Total Expenses		476,210			401,878
Net Profit / (Loss) From Operations		39,329			(326,692	)
Change in derivative liability		(130,994	)		(159,733	)
Gain / (Loss) on debt settlement’		22,221			-
Interest and Financing fees		(244,130	)		(240,352	)
Net Profit / (Loss) Before Income Taxes		(313,574	)		(726,777	)
Income Tax Expense		-			-
Net Profit / (Loss)	$	(313,574	)	$	(726,777	)
Per Share Information:
Basic and diluted weighted average number
of common shares outstanding		758,170,513			566,027,100
Net Profit / (Loss) per common share basic and diluted	$	(0.00	)	$	(0.00	)

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

Page 5 of 36 

Clean Energy Technologies, Inc.

Consolidated Statement of Stockholders Equity

March 31, 2020

(unaudited)

	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																		(328,723	)		(328,723	)
December 31, 2019		753,907,656		753,909		6,500			650,000			-			7,559,332			(14,215,718	)		(5,252,477	)
Shares issued for debt conversion		1,700,000		1,700								-			32,300						34,000
Shares issued for cash		4,523,333		4,523											120,477						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	$	762,132		5,700		$	570,000		$	-		$	7,790,109		$	(14,529,292	)	$	(5,407,051	)

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

Page 6 of 36 

Clean Energy Technologies, Inc.

Consolidated Statements of Cash Flows

for the three months ended March 31,

(Unaudited)

	2020			2019
Cash Flows from Operating Activities:
Net Income / ( Loss )	$	(313,574	)	$	(726,777	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		9,443			11,763
Gain on debt settlement		(22,221	)		-
Financing fees and debt discount		68,010			-
Change in derivative liability		130,994			253,576
Changes in assets and liabilities:
(Increase) decrease in right of use asset		51,135			-
(Increase) decrease in lease liability		(48,514	)		-
(Increase) decrease in accounts receivable		67,694			(54,359	)
(Increase) decrease in inventory		106,747			(32,010	)
(Increase) decrease in other assets					-
(Decrease) increase in accounts payable		115,841			89,435
Other (Decrease) increase in accrued expenses		91,300			118,195
Other (Decrease) increase in accrued expenses related party		23,889
Other (Decrease) increase in deferred revenue		(14,750	)		14,750
Other (Decrease) increase in customer deposits		(226,500	)		(6,585	)
Net Cash Provided by (Used In) Operating Activities		39,493			(332,012	)
Cash Flows from Investing Activities
Purchase property plant and equipment		-			-
Cash Flows Used In Investing Activities		-			-
Cash Flows from Financing Activities
Bank Overdraft / (Repayment)		(1,480	)		373
Proceeds from notes payable and lines of credit		271,040			326,215
Proceeds from notes payable related party		60,000
Stock issued for cash		125,000			-
Cash Flows Provided By Financing Activities		454,560			326,588
Net (Decrease) Increase in Cash and Cash Equivalents		494,053			(5,424	)
Cash and Cash Equivalents at Beginning of Period		7,406			6,456
Cash and Cash Equivalents at End of Period	$	501,459		$	1,032
Supplemental Cashflow Information:
Interest Paid	$	75,040		$	106,368
Taxes Paid	$	-		$	-
Supplemental Non-Cash Disclosure
Discount on derivatives	$	134,961		$	138,000
Shares issued for preferred conversions	$	80,000		$	-
Shares issued for debt conversion conversions	$	34,000		$	-

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

Page 7 of 36 

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 months ended March 31, 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, 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 three months ended March 31, 2020, are not necessarily indicative of results for the entire year ending December 31, 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 $5,407,051 and a working capital deficit of $6,932,492 and a net loss of $313,574 for the three months ended March 31, 2020. The company also had an accumulated deficit of $14,529,292 as of March 31, 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.

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.

Page 8 of 36 

Accounts Receivable

We grant credit to our customers 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, 2020, and December 31, 2019, we had a reserve for potentially un-collectable accounts of $82,000 and $82,000 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. The three months ended March 31, 2020; our bad debt expense was $0 compared to $0 for the same period in 2019. accounts receivable March 31, 2020.

Lease asset

As of March 31, 2020, and 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 third quarter of 2020 and will generate approximately $20,000 per month for 120 months. See note 3 for additional information.

Inventory

Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of March 31, 2020, and December 31, 2019, we had a reserve for potentially obsolete inventory of $250,000.

Property and Equipment

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

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

Long –Lived Assets

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

Revenue Recognition

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

Performance Obligations Satisfied Over Time

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

Page 9 of 36 

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

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

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

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

Performance Obligations Satisfied at a Point in Time

FASB ASC 606-10-25-30

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

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

b. The customer has legal title to the asset

c. The entity has transferred physical possession of the asset

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

e. The customer has accepted the asset

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

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

● Identify the contract with the customer

● Identify the performance obligations in the contract

● Determine the transaction price

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

● Recognize revenue when the company satisfies a performance obligation

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

● We generate a quotation

● We receive Purchase orders from our customers.

● We build the product to their specification

● We invoice at the time of shipment

● The terms are typically Net 30 days

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

Page 10 of 36 

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%

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 March 31, 2020 and December 31, 2019, reflect:

	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 – March 31, 2020	$	–	$	–	$	586,749	$	586,749

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, 2020, we had outstanding common shares of 762,130,989 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at March 31, 2020 and 2019 were 758,170,513 and 566,027,100, respectively. As of March 31, 2020, we had convertible notes and related party convertible notes, convertible into approximately 498,211,169 of additional common shares, outstanding preferred shares convertible into 8,125,000, calculated @ $.08 of additional common shares and 174,250,000 common stock warrants convertible into an additional. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive.

Page 11 of 36 

Research and Development

We had no amounts of research and development R&D expense during the three months ended March 31, 2020 and 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 HRS (HRS), Cety Europe and the legacy Engineering and Manufacturing services division. The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. Prior to 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.

Selected Financial Data:

	For the three months ended March 31,
	2020			2019
Net Sales
Engineering and Manufacturing		107,567			151,633
Clean Energy HRS		748,750			25,448
Cety Europe		2,499			47,282
Total Sales		858,816			224,363
Segment income and reconciliation before tax
Engineering and Manufacturing		26,606			25,141
Clean Energy HRS		486,434			17,835
Cety Europe		2,499			32,210
Total Segment income		515,539			75,186
Reconciling items
General and administrative expense		(95,720	)		(60,642	)
Salaries		(209,547	)		(203,303	)
Travel		(29,158	)		(40,117	)
Professional fees		(21,887	)		(4,019	)
Facility lease		(110,455	)		(82,034	)
Depreciation		(9,443	)		(11,763	)
Change in derivative liability		(130,994	)		(159,733	)
Gain debt settlement		22,221			-
Interest Expense		(244,130	)		(240,352	)
Net Loss before income tax		(313,574	)		(726,777	)

	March 31, 2020		December 31, 2019
Total Assets
Electronics Assembly		1,851,175		1,877,916
Clean Energy HRS		2,696,079		2,405,628
Cety Europe		19,002		23,679
Total Assets		4,566,256		4,307,223

Page 12 of 36 

Share-Based Compensation

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

We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The three months ended March 31, 2020 and 2019 we had $0 and $0 respectively, in share-based expense, due to the issuance of common stock. As of March 31, 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.

Page 13 of 36 

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 the three months ended March 31, 2020 using a Federal Tax Rate of 21%.

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

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

As of March 31, 2020, we had a net operating loss carry-forward of approximately $(5,679,574) and a deferred tax asset of $1,192,711 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(1,192,711). 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, 2020 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

	March 31, 2020			December 31, 2019
Deferred Tax Asset	$	1,192,711		$	1,126,860
Valuation Allowance		(1,192,711	)		(1,126,860	)
Deferred Tax Asset (Net)	$	-		$	-

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

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

This resulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the states of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2015. The Company is current on its federal and state tax returns.

Reclassification

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

Page 14 of 36 

Recently Issued Accounting Standards

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

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

NOTE 2 – ACCOUNTS AND NOTES RECEIVABLE

	March 31, 2020			December 31, 2019
Accounts Receivable	$	1,302,564		$	1,370,258
Less Reserve for uncollectable accounts		(82,000	)		(82,000	)
Accounts Receivable (Net)	$	1,220,564		$	1,288,258

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

Note 3 – Lease Asset

	March 31, 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 March 31, 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:

	March 31, 2020			December 31, 2019
Raw Material	$	745,012		$	848,464
Work in Process		28,445			31,740
Total		773,457			880,204
Less reserve for excess or obsolete inventory		(250,000	)		(250,000	)
Inventory	$	523,457		$	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:

	March 31, 2020			December 31, 2019
Capital Equipment	$	1,350,794		$	1,350,794
Leasehold improvements		75,436			75,436
Accumulated Depreciation		(1,358,237	)		(1,351,763	)
Net Fixed Assets	$	67,993		$	74,467

Page 15 of 36 

Our Depreciation Expense the three months ended March 31, 2020 and 2019 was $6,474 and $8,794 respectively.

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

NOTE 6 – INTANGIBLE ASSETS

Intangible assets were comprised of the following at:

	March 31, 2020			December 31, 2019
Goodwill	$	747,976		$	747,976
License		354,322			354,322
Patents		190,789			190,789
Accumulated Amortization		(54,437	)		(51,467	)
Net Intangible Assets	$	1,238,650		$	1,241,620

Our Amortization Expense the three months ended March 31, 2020 and 2019 was $2,969 and $2,969 respectively.

NOTE 7 – ACCRUED EXPENSES

	March 31, 2020		December 31, 2019
Accrued Payroll	$	261,801	$	192,227
Accrued Interest		320,570		311,620
Total accrued expenses	$	582,371	$	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 March 31, 2020, the outstanding balance was $36,500. Subsequently, on January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in full of a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result, we recognized a gain in the amount of $22,221 in the 1^st quarter of 2020.

On November 11, 2013, we entered 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 March 31, 2020, the outstanding balance was $1,692,126 compared to $1,617,086 at December 31, 2019.

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, 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.

Page 16 of 36 

Total Liability to GE

	March 31, 2020		December 31, 2019
Note payable GE	$	1,200,000	$	1,200,000
Accrued transition services		972,233		972,233
Accrued Interest		227,981		214,001
Total	$	2,400,214	$	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.

Convertible notes

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

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

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 six months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On August 12, 2019 this note was paid in full. The fair value of the convertible feature was $513,829, we recorded a debt discount of $138,000 and an additional loss of $375,828. As of March 31, 2020 the un-amortized debt discount was $0. The total amortized debt discount expense was $138,000.

Page 17 of 36 

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 March 31, 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 March 31, 2020, the un-amortized debt discount was $46,821. The total amortized debt discount expense was $33,826 for the three months ended March 31, 2020 and $16,824 for the year ended December 31, 2019

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 March 31, 2020, the un-amortized debt discount was $67,649. The total amortized debt discount expense was $19,910 for the three months ended March 31, 2020.

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 March 31, 2020, the un-amortized debt discount was $42,076. The total amortized debt discount expense was $5,325 for the three months ended March 31, 2020.

Total due to Convertible Notes

	March 31, 2020			December 31, 2019
Total convertible notes	$	491,285		$	371,785
Accrued Interest	$	76,626		$	82,111
Debt Discount	$	(156,549	)	$	(80,647	)
Total	$	411,362		$	373,249

Page 18 of 36 

Note 9 – Derivative Liabilities

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

Derivative Liabilities on Convertible Loans:
Derivative Liability December 31, 2019	$	320,794
Additions		134,961
Fair market value adjustments		130,994
Derivative Liability March 31, 2020		586,749

NOTE 10 – COMMITMENTS AND CONTINGENCIES

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

Operating Rental Leases

As of May 1, 2017, our corporate headquarters are located at 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2017, the Company signed a lease agreement for a 18,200-square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2017. 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 as of March 31, 2020 are:

Year	Lease Payment
2020	$	181,413
2021	$	249,132
2022	$	256,608
2023	$	44,052
Imputed Interest	$	52,138
Net Lease Liability	$	783,343

Our Building expense for the three months s ended March 31, 2020 and 2019 was $110,455 and $82,034 respectively.

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

Page 19 of 36 

Severance Benefits

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

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

NOTE 11 – CAPITAL STOCK TRANSACTIONS

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

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

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

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

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

Common Stock Transactions

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

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

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

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

Page 20 of 36 

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

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

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

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 inducement fee.

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 March 31, 2020, there were 762,130,989 shares of common stock outstanding. All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights.

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

Preferred Stock

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

Page 21 of 36 

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.

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

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

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.

Warrants

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

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

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

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

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

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

	Warrants - Common Share Equivalents		Weighted Average Exercise price		Warrants exercisable - Common Share Equivalents		Weighted Average Exercise price
Outstanding December 31, 2019		174,250,000	$	0.04		174,250,000	$	0.04
Issued		-		-		-		-
Exercised		-		-		-
Expired		-		-		-		-
Outstanding March 31, 2020		174,250,000	$	0.04		174,250,000	$	0.04

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Stock Options

We currently have no outstanding stock options

NOTE 12 – RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

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

On October 18, 2018 we entered into an at will employment agreement with Kambiz Mahdi our CEO. This agreement may be terminated at any time. As part of the agreement Mr. Mahdi was to be issued 20,000,000 shares of our common stock, as additional compensation. As a result; the three months ended December 31, 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 January 10, 2019 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020. On May 28, 2019 this note was paid in full.

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

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

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

In the fourth quarter of 2019 MGW Investment I Limited, advanced $167,950, with no terms or interest rate. In the first quarter of 2020 they advanced an additional $60,000, The outstanding balance on these advances on March 31, 2020 is $227,950.

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Total Related Party Debt

	March 31, 2020		December 31, 2019
Total related party notes	$	1,320,572	$	1,260,572
Accrued Interest	$	277,010	$	248,838
Debt Discount	$	-	$	(29,227	)
Total	$	1,597,582	$	1,480,183

NOTE 13 - WARRANTY LIABILITY

The three months ended March 31, 2020 and 2019 there was no change in our warranty liability. Due to the lack of historical warranty cost, any potential change to the warranty accrual is not material.

NOTE 14 – SUBSEQUENT EVENTS

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

On 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”)

In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 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.

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

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 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 engineering and manufacturing services 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.

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

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

Clean Energy HRS (HRS)

We design, build and deliver power from wasted heat generated by industrial heating systems, reciprocating engines and 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^TM heat 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.

Engineering and Manufacturing

The Engineering and Manufacturing business was our core legacy business until we acquired the Heat Recovery Solutions technology and business assets from GE. We consolidated the Probe Manufacturing, now named Clean Energy Technologies, Inc with the Clean Energy HRS, LLC. to support a few legacy electronics 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 and it provides in house manufacturing of the Clean Cycle electronics products. This segment also provides manufacturing services 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 manufacture the assemblies.

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Summary of Operating Results the three months Ended March 31, 2020 Compared to the Year Ended December 31, 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 $5,407,051 and a working capital deficit of $6,932,492 and a net loss of $313,574 for the three months ended March 31, 2020. The company also had an accumulated deficit of $14,529,292 as of March 31, 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.

The three months ended March 31, 2020; we had a net loss of $313,574 compared to a net loss of $726,777 for the same period in 2019. The decrease in the net loss in 2019 was mainly due to the increase in revenue. The three months ended March 31, 2020; our revenue was $858,816 compared to $224,363 for the same period in 2019. For the three months ended March 31, 2020, our gross margin was 65% compared to 34% for the same period in 2019 mainly due to the decrease in material cost for the two-unit sale from the HRS segment. For the three months ended March 31, 2020, our operating expense was $476,210 compared to $401,878 for the same period in 2019. The three months ended March 31, 2020; we had a net gain from operations of $39,329 compared to a net loss from operations of $(326,692) for the same period in 2019.

See note 1 to the notes to the financial statements for a discussion on critical accounting policies

RELATED PARTY TRANSACTIONS

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

Results the three months Ended March 31, 2020 Compared to the three months ended March 31, 2019

Net Sales

The three months ended March 31, 2020; our total revenue was $858,816, compared to $224,363 for the same period in 2019. The Company has three reportable segments: Clean Energy HRS (HRS), Cety Europe and the legacy engineering and manufacturing services division (Electronic Assembly).

Segment breakdown

The three months ended March 31, 2020, our revenue from Engineering and Manufacturing was $107,567 compared to $151,633 for the same period in 2019. The decrease was due to a drop in orders from one customer in 2020.

The three months ended March 31, 2020, our revenue from HRS was $748,750 compared to $25,448 for the same period in 2018. The increase in revenue from the HRS segment was mainly due to 2 units shipped in 2020 vs. the 0 units shipped in 2019.

The three months ended March 31, 2020, our revenue from Cety Europe was $2,499 compared to $47,282 for the same period in 2019. The decrease in revenue was mainly due to the impact of the Covid 19 virus in Italy.

Gross Profit

The three months ended March 31, 2020; our gross profits increased to $515,539 (65%) from $75,186 (34%) 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, and logistics.

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Segment breakdown

The three months ended March 31, 2020, our gross profit from Engineering and Manufacturing was $26,606 compared to $25,141 for the same period in 2019. This increase from the Electronic Assembly Segment was mainly due increase in prices with the existing customers.

The three months ended March 31, 2020, our gross profit from HRS was $486,434 compared to $17,835 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 three months ended March 31, 2020, our gross profit from Cety Europe was $2,499 compared to $32,210 for the same period in 2019. The decrease in revenue was mainly due to the impact of the Covid 19 virus in Italy.

Selling, General and Administrative (SG&A) Expenses

The three months ended March 31, 2020; our SG&A expense was $95,720 compared to $60,642 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 March 31, 2020; our Salaries expense was $209,547 compared to $203,303 for the same period in 2019.

Travel Expense

The three months ended March 31, 2020; our Salaries expense was $29,158 compared to $40,117 for the same period in 2019. The decrease in revenue was mainly due to the impact of the Covid 19 virus.

Facility Lease and Maintenance Expense

The three months ended March 31, 2020; our Facility Lease expense was $110,455 compared to $82,034 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.

Depreciation and Amortization Expense

The three months ended March 31, 2020, our depreciation and amortization expense was $9,443 compared to $11,763 for the same period in 2019, which remained relatively unchanged.

Professional fees Expense

The three months ended March 31, 2020; our Professional fees expense was $21,887 compared to $4,019 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 and in our audit related fees.

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Net Gain (Loss) from operations

The three months ended March 31, 2020, our net gain from operations was $39,329 compared to net loss from operations of $326,692 for the same period in 2019. This increase was primarily due to the higher revenues, higher gross profits discussed above and higher efficiency for the three months ended March 31, 2020.

Change in Derivative Liability

The three months ended March 31, 2020; we had a loss on derivative liability of $130,994 compared to $159,733 for the same period in 2019.

Gain on debt settlement

The three months ended March 31, 2020 we recognized a gain on debt settlement in the amount of $22,221 compared to $0 three months ended March 31, 2019.

Interest and Finance Fees

The three months ended March 31, 2020 interest and finance fees were $244,130 compared to $240,352 for the same period in 2019. The decrease was mainly due to the decrease in the amortization of the debt discount derived from the beneficial conversion features.

Net Income / Loss

The three months ended March 31, 2020; our net loss was $313,574 compared to net loss of $726,777 for the same period in 2019. This decrease was primarily due to the higher revenues and gross margins in 2020, higher efficiencies and lower interest expense.

Liquidity and Capital Resources

Clean Energy Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

The three months ended March 31, 2020

	2020		2019
Net Cash provided / (Used) In Operating Activities		39,493		(332,012	)
Cash Flows Used In Investing Activities		-		-
Cash Flows Provided / (used) By Financing Activities		454,560		326,588
Net (Decrease) Increase in Cash and Cash Equivalents		494,053		(5,424	)

Capital Requirements for long-term Obligations

None.

Critical Accounting Policies

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

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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

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.

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.

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 March 31, 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 May 28, 2020 and amended on June 4, 2020, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Page 32 of 36 

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.

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, 2019.

Item 2. Unregistered Sales of Equity Securities

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

On 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.

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.

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 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 33 of 36 

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 inducement fee.

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 34 of 36 

Item 6. Exhibits

The exhibit listed on the Exhibit Index (following the signatures section of this Three months ended March 31, 2020 Report on Form 10-Q are included, or incorporated by reference, in this Three months ended March 31, 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 35 of 36 

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 29th day of June 2020

Clean Energy Technologies, Inc.
REGISTRANT
	/s/ Kambiz Mahdi
By:	Kambiz Mahdi
	Chief Executive Officer
	Date: June 29, 2020
	/s/ Calvin Pang
By:	Calvin Pang
	Chief Financial Officer
	Date: June 29, 2020

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

Signature		Title
	/s/ Kambiz Mahdi	Chief Executive Officer and Director
By:	Kambiz Mahdi	(principal executive officer)
	Date: June 29, 2020

Page 36 of 36 

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kambiz Mahdi, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Clean Energy Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2020	By:	/s/ KAMBIZ MAHDI
		Kambiz Mahdi, Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Calvin Pang, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Clean Energy Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2020	By:	/s/ Calvin Pang
		Calvin Pang, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Clean Energy Technologies, Inc. (the “Company”) hereby certifies, to his knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

June 29, 2020	By:	/s/ Kambiz Mahdi
Date		Kambiz Mahdi Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Clean Energy Technologies, Inc. (the “Company”) hereby certifies, to his knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

June 29, 2020	By:	/s/ Calvin Pang
Date		Calvin Pang Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Jun. 23, 2020
Document And Entity Information
Entity Registrant Name	Clean Energy Technologies, Inc.
Entity Central Index Key	0001329606
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		762,895,515
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

XML

Consolidated Balance Sheet - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current Assets:
Cash	$ 501,459	$ 7,406
Accounts receivable - net	1,220,564	1,288,258
Lease receivable asset	217,584	217,584
Inventory	523,457	630,204
Total Current Assets	2,463,064	2,143,452
Property and Equipment - Net	67,993	74,467
Goodwill	747,976	747,976
License	354,322	354,322
Patents	136,352	139,322
Right of use asset - long term	771,149	822,284
Other Assets	25,400	25,400
Total Non Current assets	2,103,192	2,163,771
Total Assets	4,566,256	4,307,223
Current Liabilities:
Bank Overdraft		1,480
Accounts payable	1,703,830	1,587,989
Accrued Expenses	582,371	503,849
Customer Deposits	82,730	309,230
Warranty Liability	100,000	100,000
Deferred Revenue	33,000	47,750
Derivative Liability	586,749	320,794
Facility Lease Liability - current	205,592	201,297
Line of Credit	1,692,126	1,617,086
Notes payable - GE	2,400,214	2,386,234
Convertible Notes Payable (net of discount of 156,548 and 80,647 respectively)	411,362	373,249
Related Party Notes Payable (net of discount of 0 and 29,227 Respectively	1,597,582	1,480,183
Total Current Liabilities	9,395,556	8,929,141
Long-Term Debt:
Facility Lease Liability - long term	577,751	630,560
Net Long-Term Debt	577,751	630,560
Total Liabilities	9,973,307	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 5,700 and 6,500 outstanding as of March 31, 2020 and December 31, 2019, respectively	570,000	650,000
Common stock, $.001 par value; 2,000,000,000 shares authorized; 762,130,989 and 753,907,656 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	762,132	753,909
Additional paid-in capital	7,790,109	7,559,331
Accumulated deficit	(14,529,292)	(14,215,718)
Total Stockholders' (Deficit)	(5,407,051)	(5,252,478)
Total Liabilities and Stockholders' Deficit	$ 4,566,256	$ 4,307,223

XML

Consolidated Balance Sheet (Parenthetical) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Convertible note, net of note discount current	$ 156,548	$ 80,647
Net of note discount current, related party	$ 0	$ 29,227
Preferred D stock, shares par value	$ 100	$ 100
Preferred D stock, shares authorized	20,000	20,000
Preferred D stock, shares issued	7,500	7,500
Preferred D stock, shares outstanding	5,700	6,500
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	762,130,989	753,907,656
Common stock, shares outstanding	762,130,989	753,907,656

XML

Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Sales	$ 858,816	$ 224,363
Cost of Goods Sold	343,277	149,177
Gross Profit	515,539	75,186
General and Administrative
General and Administrative expense	95,720	60,642
Salaries	209,547	203,303
Travel	29,158	40,117
Professional Fees	21,887	4,019
Facility lease and Maintenance	110,455	82,034
Depreciation and Amortization	9,443	11,763
Total Expenses	476,210	401,878
Net Profit / (Loss) From Operations	39,329	(326,692)
Change in derivative liability	(130,994)	(159,733)
Gain / (Loss) on debt settlement'	22,221
Interest and Financing fees	(244,130)	(240,352)
Net Profit / (Loss) Before Income Taxes	(313,574)	(726,777)
Income Tax Expense
Net Profit / (Loss)	$ (313,574)	$ (726,777)
Per Share Information:
Basic and diluted weighted average number of common shares outstanding	758,170,513	566,027,100
Net Profit / (Loss) per common share basic and diluted	$ (0.00)	$ (0.00)

XML

Consolidated Statement of Stockholders Equity (Unaudited) - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Common Stock to be Issued [Member]	Additional Paid in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018	$ 555,584	$ 750,000	$ 262,000	$ 5,236,457	$ (11,599,735)	$ (4,795,694)
Balance, shares at Dec. 31, 2018	555,582,656	7,500
Shares to be issued for compensation	$ 20,000		(262,000)	242,000
Shares to be issued for compensation, shares	20,000,000
Net Loss					(726,777)	(726,777)
Balance at Mar. 31, 2019	$ 575,584	$ 750,000		5,478,457	(12,326,512)	(5,522,471)
Balance, shares at Mar. 31, 2019	575,582,656	7,500
Shares to be issued			932,680	1,066,520		1,999,200
Shares returned from admin. hold	$ 75			(75)
Shares returned from admin. hold, shares	75,000
Shares issued for cash	$ 500			9,500		10,000
Shares issued for cash, shares	500,000
Preferred shares reclassed		$ (20,000)		20,000
Preferred shares reclassed, shares		(200)
Shares issued for Preferred stock conversion	$ 4,000	$ (80,000)		136,000	(60,000)
Shares issued for Preferred stock conversion, shares	4,000,000	(800)
Net Loss					(841,795)	(841,795)
Balance at Jun. 30, 2019	$ 580,159	$ 650,000	932,680	6,710,402	(13,228,307)	(4,355,066)
Balance, shares at Jun. 30, 2019	580,157,656	6,500
Shares to be issued	$ 168,000		(932,680)	764,680
Shares to be issued, shares	168,000,000
Shares issued for cash	$ 500			9,500		10,000
Shares issued for cash, shares	500,000
Subscriptions Received			5,000			5,000
Net Loss					(658,688)	(658,688)
Balance at Sep. 30, 2019	$ 748,659	$ 650,000	5,000	7,484,582	(13,886,995)	(4,998,754)
Balance, shares at Sep. 30, 2019	748,657,656	6,500
Shares to be issued
Shares to be issued, shares
Shares issued for cash	$ 250		(5,000)	4,750
Shares issued for cash, shares	250,000
Subscriptions Received	$ 5,000			70,000		75,000
Subscriptions Received, shares	5,000,000
Net Loss					(328,723)	(328,723)
Balance at Dec. 31, 2019	$ 753,909	$ 650,000		7,559,332	(14,215,718)	(5,252,478)
Balance, shares at Dec. 31, 2019	753,907,656	6,500
Shares issued for cash	$ 4,523			120,477		125,000
Shares issued for cash, shares	4,523,333
Shares issued for Preferred stock conversion	$ 2,000	$ (80,000)		78,000
Shares issued for Preferred stock conversion, shares	2,000,000	(800)
Shares issued for debt conversion	$ 1,700			32,300		$ 34,000
Shares issued for debt conversion, shares	1,700,000					498,211,169
Net Loss					(313,574)	$ (313,574)
Balance at Mar. 31, 2020	$ 762,132	$ 570,000		$ 7,790,109	$ (14,529,292)	$ (5,407,051)
Balance, shares at Mar. 31, 2020	762,130,989	5,700

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Jun. 30, 2019	Mar. 31, 2019
Cash Flows from Operating Activities:
Net Income / ( Loss )	$ (313,574)	$ (328,723)	$ (841,795)	$ (726,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	9,443			11,763
Gain on debt settlement	(22,221)
Financing fees and debt discount	68,010
Change in derivative liability	130,994			253,576
Changes in assets and liabilities:
(Increase) decrease in right of use asset	51,135
(Increase) decrease in lease liability	(48,514)
(Increase) decrease in accounts receivable	67,694			(54,359)
(Increase) decrease in inventory	106,747			(32,010)
(Increase) decrease in other assets
(Decrease) increase in accounts payable	115,841			89,435
Other (Decrease) increase in accrued expenses	91,300			118,195
Other (Decrease) increase in accrued expenses related party	23,889
Other (Decrease) increase in deferred revenue	(14,750)			14,750
Other (Decrease) increase in customer deposits	(226,500)			(6,585)
Net Cash Provided by (Used In) Operating Activities	39,493			(332,012)
Cash Flows from Investing Activities
Purchase property plant and equipment
Cash Flows Used In Investing Activities
Cash Flows from Financing Activities
Bank Overdraft / (Repayment)	(1,480)			373
Proceeds from notes payable and lines of credit	271,040			326,215
Proceeds from notes payable related party	60,000
Stock issued for cash	125,000
Cash Flows Provided By Financing Activities	454,560			326,588
Net (Decrease) Increase in Cash and Cash Equivalents	494,053			(5,424)
Cash and Cash Equivalents at Beginning of Period	7,406		$ 1,032	6,456
Cash and Cash Equivalents at End of Period	501,459	$ 7,406		1,032
Supplemental Cashflow Information:
Interest Paid	75,040			106,368
Taxes Paid
Supplemental Non-Cash Disclosure
Discount on derivatives	134,961			138,000
Shares issued for preferred conversions	80,000
Shares issued for debt conversion conversions	$ 34,000

XML

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

NOTE 1 – 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, 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, 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 three months ended March 31, 2020, are not necessarily indicative of results for the entire year ending December 31, 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 $5,407,051 and a working capital deficit of $6,932,492 and a net loss of $313,574 for the three months ended March 31, 2020. The company also had an accumulated deficit of $14,529,292 as of March 31, 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.

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 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, 2020, and December 31, 2019, we had a reserve for potentially un-collectable accounts of $82,000 and $82,000 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. The three months ended March 31, 2020; our bad debt expense was $0 compared to $0 for the same period in 2019. accounts receivable March 31, 2020.

Lease asset

As of March 31, 2020, and 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 third quarter of 2020 and will generate approximately $20,000 per month for 120 months. See note 3 for additional information.

Inventory

Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of March 31, 2020, and December 31, 2019, we had a reserve for potentially obsolete inventory of $250,000.

Property and Equipment

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

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

Long –Lived Assets

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

Revenue Recognition

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

Performance Obligations Satisfied Over Time

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

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

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

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

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

Performance Obligations Satisfied at a Point in Time

FASB ASC 606-10-25-30

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

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

b. The customer has legal title to the asset

c. The entity has transferred physical possession of the asset

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

e. The customer has accepted the asset

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

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

● Identify the contract with the customer

● Identify the performance obligations in the contract

● Determine the transaction price

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

● Recognize revenue when the company satisfies a performance obligation

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

● We generate a quotation

● We receive Purchase orders from our customers.

● We build the product to their specification

● We invoice at the time of shipment

● The terms are typically Net 30 days

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

Fair Value of Financial Instruments

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

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

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

● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s derivative liabilities have been valued as Level 3 instruments. We value the derivative liability using a lattice model, with a volatility range of 90% to 112% and using a risk free interest rate of .15%

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 March 31, 2020 and December 31, 2019, reflect:

	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 – March 31, 2020	$	–	$	–	$	586,749	$	586,749

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, 2020, we had outstanding common shares of 762,130,989 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at March 31, 2020 and 2019 were 758,170,513 and 566,027,100, respectively. As of March 31, 2020, we had convertible notes and related party convertible notes, convertible into approximately 498,211,169 of additional common shares, outstanding preferred shares convertible into 8,125,000, calculated @ $.08 of additional common shares and 174,250,000 common stock warrants convertible into an additional. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive.

Research and Development

We had no amounts of research and development R&D expense during the three months ended March 31, 2020 and 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 HRS (HRS), Cety Europe and the legacy Engineering and Manufacturing services division. The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. Prior to 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.

Selected Financial Data:

	For the three months ended March 31,
	2020			2019
Net Sales
Engineering and Manufacturing		107,567			151,633
Clean Energy HRS		748,750			25,448
Cety Europe		2,499			47,282
Total Sales		858,816			224,363
Segment income and reconciliation before tax
Engineering and Manufacturing		26,606			25,141
Clean Energy HRS		486,434			17,835
Cety Europe		2,499			32,210
Total Segment income		515,539			75,186
Reconciling items
General and administrative expense		(95,720	)		(60,642	)
Salaries		(209,547	)		(203,303	)
Travel		(29,158	)		(40,117	)
Professional fees		(21,887	)		(4,019	)
Facility lease		(110,455	)		(82,034	)
Depreciation		(9,443	)		(11,763	)
Change in derivative liability		(130,994	)		(159,733	)
Gain debt settlement		22,221			-
Interest Expense		(244,130	)		(240,352	)
Net Loss before income tax		(313,574	)		(726,777	)

	March 31, 2020		December 31, 2019
Total Assets
Electronics Assembly		1,851,175		1,877,916
Clean Energy HRS		2,696,079		2,405,628
Cety Europe		19,002		23,679
Total Assets		4,566,256		4,307,223

Share-Based Compensation

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

We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The three months ended March 31, 2020 and 2019 we had $0 and $0 respectively, in share-based expense, due to the issuance of common stock. As of March 31, 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 the three months ended March 31, 2020 using a Federal Tax Rate of 21%.

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

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

As of March 31, 2020, we had a net operating loss carry-forward of approximately $(5,679,574) and a deferred tax asset of $1,192,711 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(1,192,711). 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, 2020 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

	March 31, 2020			December 31, 2019
Deferred Tax Asset	$	1,192,711		$	1,126,860
Valuation Allowance		(1,192,711	)		(1,126,860	)
Deferred Tax Asset (Net)	$	-		$	-

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

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

This resulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the states of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2015. The Company is current on its federal and state tax returns.

Reclassification

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

Recently Issued Accounting Standards

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

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

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Accounts and Notes Receivable

3 Months Ended

Mar. 31, 2020

Receivables [Abstract]

Accounts and Notes Receivable

NOTE 2 – ACCOUNTS AND NOTES RECEIVABLE

	March 31, 2020			December 31, 2019
Accounts Receivable	$	1,302,564		$	1,370,258
Less Reserve for uncollectable accounts		(82,000	)		(82,000	)
Accounts Receivable (Net)	$	1,220,564		$	1,288,258

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

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Lease Asset

3 Months Ended

Mar. 31, 2020

Lease Asset

Lease Asset

Note 3 – Lease Asset

	March 31, 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 March 31, 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.

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Inventory

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Inventory

NOTE 4 – INVENTORY

Inventories by major classification were comprised of the following at:

	March 31, 2020			December 31, 2019
Raw Material	$	745,012		$	848,464
Work in Process		28,445			31,740
Total		773,457			880,204
Less reserve for excess or obsolete inventory		(250,000	)		(250,000	)
Inventory	$	523,457		$	630,204

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

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Property and Equipment

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment were comprised of the following at:

	March 31, 2020			December 31, 2019
Capital Equipment	$	1,350,794		$	1,350,794
Leasehold improvements		75,436			75,436
Accumulated Depreciation		(1,358,237	)		(1,351,763	)
Net Fixed Assets	$	67,993		$	74,467

Our Depreciation Expense the three months ended March 31, 2020 and 2019 was $6,474 and $8,794 respectively.

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

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Intangible Assets

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

NOTE 6 – INTANGIBLE ASSETS

Intangible assets were comprised of the following at:

	March 31, 2020			December 31, 2019
Goodwill	$	747,976		$	747,976
License		354,322			354,322
Patents		190,789			190,789
Accumulated Amortization		(54,437	)		(51,467	)
Net Intangible Assets	$	1,238,650		$	1,241,620

Our Amortization Expense the three months ended March 31, 2020 and 2019 was $2,969 and $2,969 respectively.

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Accrued Expenses

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Accrued Expenses

NOTE 7 – ACCRUED EXPENSES

	March 31, 2020		December 31, 2019
Accrued Payroll	$	261,801	$	192,227
Accrued Interest		320,570		311,620
Total accrued expenses	$	582,371	$	503,847

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Notes Payable

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Notes Payable

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

On November 11, 2013, we entered 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 March 31, 2020, the outstanding balance was $1,692,126 compared to $1,617,086 at December 31, 2019.

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, 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.

Total Liability to GE

	March 31, 2020		December 31, 2019
Note payable GE	$	1,200,000	$	1,200,000
Accrued transition services		972,233		972,233
Accrued Interest		227,981		214,001
Total	$	2,400,214	$	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.

Convertible notes

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

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

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 six months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On August 12, 2019 this note was paid in full. The fair value of the convertible feature was $513,829, we recorded a debt discount of $138,000 and an additional loss of $375,828. As of March 31, 2020 the un-amortized debt discount was $0. The total amortized debt discount expense was $138,000.

On April 9, 2019 we entered into a convertible note payable for $53,000, with a maturity date of April 9, 2020, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. This note was paid in full on October 10, 2019. The fair value of the convertible feature was $55,604, we recorded a debt discount of $53,000 and an additional loss of $2,604. As of March 31, 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 March 31, 2020, the un-amortized debt discount was $46,821. The total amortized debt discount expense was $33,826 for the three months ended March 31, 2020 and $16,824 for the year ended December 31, 2019

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 March 31, 2020, the un-amortized debt discount was $67,649. The total amortized debt discount expense was $19,910 for the three months ended March 31, 2020.

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 March 31, 2020, the un-amortized debt discount was $42,076. The total amortized debt discount expense was $5,325 for the three months ended March 31, 2020.

Total due to Convertible Notes

	March 31, 2020			December 31, 2019
Total convertible notes	$	491,285		$	371,785
Accrued Interest	$	76,626		$	82,111
Debt Discount	$	(156,549	)	$	(80,647	)
Total	$	411,362		$	373,249

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Derivative Liabilities

3 Months Ended

Mar. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

Note 9 – Derivative Liabilities

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

Derivative Liabilities on Convertible Loans:
Derivative Liability December 31, 2019	$	320,794
Additions		134,961
Fair market value adjustments		130,994
Derivative Liability March 31, 2020		586,749

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 10 – COMMITMENTS AND CONTINGENCIES

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

Operating Rental Leases

As of May 1, 2017, our corporate headquarters are located at 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2017, the Company signed a lease agreement for a 18,200-square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2017. 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 as of March 31, 2020 are:

Year	Lease Payment
2020	$	181,413
2021	$	249,132
2022	$	256,608
2023	$	44,052
Imputed Interest	$	52,138
Net Lease Liability	$	783,343

Our Building expense for the three months s ended March 31, 2020 and 2019 was $110,455 and $82,034 respectively.

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

Severance Benefits

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

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

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Capital Stock Transactions

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Capital Stock Transactions

NOTE 11 – CAPITAL STOCK TRANSACTIONS

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

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

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

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

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

Common Stock Transactions

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

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

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

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

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

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

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

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 inducement fee.

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 March 31, 2020, there were 762,130,989 shares of common stock outstanding. All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights.

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

Preferred Stock

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

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

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

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

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

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

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

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

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

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.

Warrants

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

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

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

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

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

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

	Warrants - Common Share Equivalents		Weighted Average Exercise price		Warrants exercisable - Common Share Equivalents		Weighted Average Exercise price
Outstanding December 31, 2019		174,250,000	$	0.04		174,250,000	$	0.04
Issued		-		-		-		-
Exercised		-		-		-
Expired		-		-		-		-
Outstanding March 31, 2020		174,250,000	$	0.04		174,250,000	$	0.04

Stock Options

We currently have no outstanding stock options

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Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

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

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

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

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

On February 8, 2018 the Corporation entered a Convertible Promissory Note in the principal amount of $153,123, due October 8, 2018, with an interest rate of 12% per annum payable to MGWI (the “MGWI Note”). The MGWI Note is convertible into shares of the Corporation’s common stock at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion Notice; or (ii) 0.003. As a result of the closing of the transactions contemplated by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation on a fully diluted basis. The proceeds from the MGWI Note were used to redeem the convertible note of the Corporation to JSJ Investments, Inc. in the principal amount of $103,000 with an interest rate of 12% per annum, due April 25, 2018. At December 31, 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 June 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $250,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of June 21, 2019. On May 28, 2019 this note was paid in full.

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

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

On October 18, 2018 we entered into an at will employment agreement with Kambiz Mahdi our CEO. This agreement may be terminated at any time. As part of the agreement Mr. Mahdi was to be issued 20,000,000 shares of our common stock, as additional compensation. As a result; the three months ended December 31, 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 January 10, 2019 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020. On May 28, 2019 this note was paid in full.

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

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

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

In the fourth quarter of 2019 MGW Investment I Limited, advanced $167,950, with no terms or interest rate. In the first quarter of 2020 they advanced an additional $60,000, The outstanding balance on these advances on March 31, 2020 is $227,950.

Total Related Party Debt

	March 31, 2020		December 31, 2019
Total related party notes	$	1,320,572	$	1,260,572
Accrued Interest	$	277,010	$	248,838
Debt Discount	$	-	$	(29,227	)
Total	$	1,597,582	$	1,480,183

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Warranty Liability

3 Months Ended

Mar. 31, 2020

Warranty Liability Abstract

Warranty Liability

NOTE 13 - WARRANTY LIABILITY

The three months ended March 31, 2020 and 2019 there was no change in our warranty liability. Due to the lack of historical warranty cost, any potential change to the warranty accrual is not material.

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Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

NOTE 14 – SUBSEQUENT EVENTS

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

On 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”)

In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 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.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Going Concern

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 $5,407,051 and a working capital deficit of $6,932,492 and a net loss of $313,574 for the three months ended March 31, 2020. The company also had an accumulated deficit of $14,529,292 as of March 31, 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.

Estimates

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

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

Accounts Receivable

We grant credit to our customers 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, 2020, and December 31, 2019, we had a reserve for potentially un-collectable accounts of $82,000 and $82,000 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. The three months ended March 31, 2020; our bad debt expense was $0 compared to $0 for the same period in 2019. accounts receivable March 31, 2020.

Lease Asset

Lease asset

As of March 31, 2020, and 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 third quarter of 2020 and will generate approximately $20,000 per month for 120 months. See note 3 for additional information.

Inventory

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, 2020, and December 31, 2019, we had a reserve for potentially obsolete inventory of $250,000.

Property and Equipment

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

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

Revenue Recognition

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

Performance Obligations Satisfied Over Time

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

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

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

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

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

Performance Obligations Satisfied at a Point in Time

FASB ASC 606-10-25-30

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

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

b. The customer has legal title to the asset

c. The entity has transferred physical possession of the asset

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

e. The customer has accepted the asset

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

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

● Identify the contract with the customer

● Identify the performance obligations in the contract

● Determine the transaction price

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

● Recognize revenue when the company satisfies a performance obligation

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

● We generate a quotation

● We receive Purchase orders from our customers.

● We build the product to their specification

● We invoice at the time of shipment

● The terms are typically Net 30 days

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

Fair Value of Financial Instruments

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%

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 March 31, 2020 and December 31, 2019, reflect:

	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 – March 31, 2020	$	–	$	–	$	586,749	$	586,749

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

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

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, 2020, we had outstanding common shares of 762,130,989 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at March 31, 2020 and 2019 were 758,170,513 and 566,027,100, respectively. As of March 31, 2020, we had convertible notes and related party convertible notes, convertible into approximately 498,211,169 of additional common shares, outstanding preferred shares convertible into 8,125,000, calculated @ $.08 of additional common shares and 174,250,000 common stock warrants convertible into an additional. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive.

Research and Development

Research and Development

We had no amounts of research and development R&D expense during the three months ended March 31, 2020 and 2019.

Segment Disclosure

Segment Disclosure

FASB Codification Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company has three reportable segments: Clean Energy HRS (HRS), Cety Europe and the legacy Engineering and Manufacturing services division. The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. Prior to 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.

Selected Financial Data:

	For the three months ended March 31,
	2020			2019
Net Sales
Engineering and Manufacturing		107,567			151,633
Clean Energy HRS		748,750			25,448
Cety Europe		2,499			47,282
Total Sales		858,816			224,363
Segment income and reconciliation before tax
Engineering and Manufacturing		26,606			25,141
Clean Energy HRS		486,434			17,835
Cety Europe		2,499			32,210
Total Segment income		515,539			75,186
Reconciling items
General and administrative expense		(95,720	)		(60,642	)
Salaries		(209,547	)		(203,303	)
Travel		(29,158	)		(40,117	)
Professional fees		(21,887	)		(4,019	)
Facility lease		(110,455	)		(82,034	)
Depreciation		(9,443	)		(11,763	)
Change in derivative liability		(130,994	)		(159,733	)
Gain debt settlement		22,221			-
Interest Expense		(244,130	)		(240,352	)
Net Loss before income tax		(313,574	)		(726,777	)

	March 31, 2020		December 31, 2019
Total Assets
Electronics Assembly		1,851,175		1,877,916
Clean Energy HRS		2,696,079		2,405,628
Cety Europe		19,002		23,679
Total Assets		4,566,256		4,307,223

Share-Based Compensation

Share-Based Compensation

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

We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The three months ended March 31, 2020 and 2019 we had $0 and $0 respectively, in share-based expense, due to the issuance of common stock. As of March 31, 2020, we had no further non-vested expense to be recognized.

Income Taxes

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 the three months ended March 31, 2020 using a Federal Tax Rate of 21%.

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

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

As of March 31, 2020, we had a net operating loss carry-forward of approximately $(5,679,574) and a deferred tax asset of $1,192,711 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(1,192,711). 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, 2020 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

	March 31, 2020			December 31, 2019
Deferred Tax Asset	$	1,192,711		$	1,126,860
Valuation Allowance		(1,192,711	)		(1,126,860	)
Deferred Tax Asset (Net)	$	-		$	-

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

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

This resulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the states of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2015. The Company is current on its federal and state tax returns.

Reclassification

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

Recently Issued Accounting Standards

Recently Issued Accounting Standards

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

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

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Basis of Presentation and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule of Property and Equipment Estimated Useful Lives

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

Schedule of Fair Value of Convertible Notes Derivative Liability

The carrying amounts of the Company’s financial instruments as of March 31, 2020 and December 31, 2019, reflect:

	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 – March 31, 2020	$	–	$	–	$	586,749	$	586,749

Schedule of Segment Reporting

Selected Financial Data:

	For the three months ended March 31,
	2020			2019
Net Sales
Engineering and Manufacturing		107,567			151,633
Clean Energy HRS		748,750			25,448
Cety Europe		2,499			47,282
Total Sales		858,816			224,363
Segment income and reconciliation before tax
Engineering and Manufacturing		26,606			25,141
Clean Energy HRS		486,434			17,835
Cety Europe		2,499			32,210
Total Segment income		515,539			75,186
Reconciling items
General and administrative expense		(95,720	)		(60,642	)
Salaries		(209,547	)		(203,303	)
Travel		(29,158	)		(40,117	)
Professional fees		(21,887	)		(4,019	)
Facility lease		(110,455	)		(82,034	)
Depreciation		(9,443	)		(11,763	)
Change in derivative liability		(130,994	)		(159,733	)
Gain debt settlement		22,221			-
Interest Expense		(244,130	)		(240,352	)
Net Loss before income tax		(313,574	)		(726,777	)

	March 31, 2020		December 31, 2019
Total Assets
Electronics Assembly		1,851,175		1,877,916
Clean Energy HRS		2,696,079		2,405,628
Cety Europe		19,002		23,679
Total Assets		4,566,256		4,307,223

Schedule of Deferred Tax Asset

At March 31, 2020 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

	March 31, 2020			December 31, 2019
Deferred Tax Asset	$	1,192,711		$	1,126,860
Valuation Allowance		(1,192,711	)		(1,126,860	)
Deferred Tax Asset (Net)	$	-		$	-

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Accounts and Notes Receivable (Tables)

3 Months Ended

Mar. 31, 2020

Receivables [Abstract]

Schedule of Accounts and Notes Receivable

	March 31, 2020			December 31, 2019
Accounts Receivable	$	1,302,564		$	1,370,258
Less Reserve for uncollectable accounts		(82,000	)		(82,000	)
Accounts Receivable (Net)	$	1,220,564		$	1,288,258

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Lease Asset (Tables)

3 Months Ended

Mar. 31, 2020

Lease Asset

Schedule of Lease Receivable Asset

	March 31, 2020		December 31, 2019
Lease asset	$	217,584	$	217,584

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Inventory (Tables)

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories by major classification were comprised of the following at:

	March 31, 2020			December 31, 2019
Raw Material	$	745,012		$	848,464
Work in Process		28,445			31,740
Total		773,457			880,204
Less reserve for excess or obsolete inventory		(250,000	)		(250,000	)
Inventory	$	523,457		$	630,204

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment were comprised of the following at:

	March 31, 2020			December 31, 2019
Capital Equipment	$	1,350,794		$	1,350,794
Leasehold improvements		75,436			75,436
Accumulated Depreciation		(1,358,237	)		(1,351,763	)
Net Fixed Assets	$	67,993		$	74,467

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets were comprised of the following at:

	March 31, 2020			December 31, 2019
Goodwill	$	747,976		$	747,976
License		354,322			354,322
Patents		190,789			190,789
Accumulated Amortization		(54,437	)		(51,467	)
Net Intangible Assets	$	1,238,650		$	1,241,620

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Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

	March 31, 2020		December 31, 2019
Accrued Payroll	$	261,801	$	192,227
Accrued Interest		320,570		311,620
Total accrued expenses	$	582,371	$	503,847

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Notes Payable (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Notes Payable

	March 31, 2020		December 31, 2019
Note payable GE	$	1,200,000	$	1,200,000
Accrued transition services		972,233		972,233
Accrued Interest		227,981		214,001
Total	$	2,400,214	$	2,386,234

Schedule of Convertible Notes

Total due to Convertible Notes

	March 31, 2020			December 31, 2019
Total convertible notes	$	491,285		$	371,785
Accrued Interest	$	76,626		$	82,111
Debt Discount	$	(156,549	)	$	(80,647	)
Total	$	411,362		$	373,249

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Derivative Liabilities (Tables)

3 Months Ended

Mar. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivative Liability

Derivative Liabilities on Convertible Loans:
Derivative Liability December 31, 2019	$	320,794
Additions		134,961
Fair market value adjustments		130,994
Derivative Liability March 31, 2020		586,749

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments

Future minimum lease payments as of March 31, 2020 are:

Year	Lease Payment
2020	$	181,413
2021	$	249,132
2022	$	256,608
2023	$	44,052
Imputed Interest	$	52,138
Net Lease Liability	$	783,343

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Capital Stock Transactions (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Schedule of Warrant Activity

	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
Issued		-		-		-		-
Exercised		-		-		-
Expired		-		-		-		-
Outstanding March 31, 2020		174,250,000	$	0.04		174,250,000	$	0.04

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

Total Related Party Debt

	March 31, 2020		December 31, 2019
Total related party notes	$	1,320,572	$	1,260,572
Accrued Interest	$	277,010	$	248,838
Debt Discount	$	-	$	(29,227	)
Total	$	1,597,582	$	1,480,183

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Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)			3 Months Ended						12 Months Ended
	Jan. 30, 2020	Feb. 13, 2018	Sep. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Stockholder's deficit				$ (5,407,051)	$ (5,252,478)	$ (4,998,754)	$ (4,355,066)	$ (5,522,471)	$ (5,252,478)	$ (4,795,694)
Working capital deficit				(6,932,492)
Net loss				(313,574)	(328,723)	$ (658,688)	$ (841,795)	(726,777)
Accumulated deficit				(14,529,292)	(14,215,718)				(14,215,718)
Net cash used in operating activities				39,493				(332,012)
FDIC insured amount				250,000
Reserve for potentially un-collectable accounts				82,000	82,000				82,000
Bad debt expense				0				0
Purchase of lease receivable asset				1,309,527				1,309,527
Recognized value				217,584				$ 217,584
Inventory reserves				$ 250,000	$ 250,000				250,000
Final payment percentage				10.00%
Deferred revenue				$ 33,000					$ 47,750
Amount billed for labor, installation and commissioning services				$ 150,000
Outstanding common shares				762,130,989	753,907,656				753,907,656
Basic weighted average common shares and equivalents				758,170,513				566,027,100
Number of shares convertible into additional common shares	1,700,000			498,211,169
Preferred stock convertible shares				8,125,000
Additional common shares price per share				$ 0.08
Number of shares common stock warrants convertible				174,250,000
Research and development expense
Share-based compensation				$ 0				$ 0
Income tax examination description				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 the three months ended March 31, 2020 using a Federal Tax Rate of 21%.
Federal corporate income tax rate				21.00%
Net operating loss carry-forward				$ (5,679,574)
Deferred tax asset future periods				The deferred tax asset may be recognized in future periods, not to exceed 20 years.
Valuation allowance				$ 1,192,711	$ 1,126,860				$ 1,126,860
Common stock, shares par value				$ 0.001	$ 0.001				$ 0.001
Nevada Corporation [Member] | Stock Purchase Agreement [Member]
Proceeds from issuance of common stock		$ 907,388
Number of restricted shares issuance		302,462,667
Common stock, shares par value		$ 0.001
Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member]
Debt principal amount		$ 939,500
Debt interest rate		10.00%
Debt conversion price per share		$ 0.003
Debt maturity date		Feb. 13, 2020
Volatility [Member] | Minimum [Member]
Derivative liability percentage				90.00%
Volatility [Member] | Maximum [Member]
Derivative liability percentage				112.00%
Risk Free Interest Rate [Member]
Derivative liability percentage				0.15%
Forecast [Member] | 120 Months [Member]
Lease due amount			$ 20,000

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Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details)	3 Months Ended
	Mar. 31, 2020
Furniture and Fixtures [Member] | Minimum [Member]
Property and equipment estimated useful lives	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property and equipment estimated useful lives	7 years
Equipment [Member] | Minimum [Member]
Property and equipment estimated useful lives	7 years
Equipment [Member] | Maximum [Member]
Property and equipment estimated useful lives	10 years
Leasehold Improvements [Member]
Property and equipment estimated useful lives	7 years

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Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Fair Value of Convertible Notes Derivative Liability (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Fair value of convertible notes derivative liability	$ 586,749	$ 320,794
Level 1 [Member]
Fair value of convertible notes derivative liability
Level 2 [Member]
Fair value of convertible notes derivative liability
Level 3 [Member]
Fair value of convertible notes derivative liability	$ 586,749	$ 320,794

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Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Segment Reporting (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Total Sales	$ 858,816	$ 224,363
Total Segment income	515,539	75,186
General and Administrative expense	(95,720)	(60,642)
Salaries	(209,547)	(203,303)
Travel	(29,158)	(40,117)
Professional fees	(21,887)	(4,019)
Facility lease	(110,455)	(82,034)
Depreciation	(9,443)	(11,763)
Change in derivative liability	(130,994)	(159,733)
Gain debt settlement	22,221
Interest Expense	(244,130)	(240,352)
Net Loss before income tax	(313,574)	(726,777)
Total Assets	4,566,256		$ 4,307,223
Engineering and Manufacturing [Member]
Total Sales	107,567	151,633
Total Segment income	26,606	25,141
Clean Energy HRS [Member]
Total Sales	748,750	25,448
Total Segment income	486,434	17,835
Total Assets	2,696,079		2,405,628
CETY Europe [Member]
Total Sales	2,499	47,282
Total Segment income	2,499	$ 32,210
Total Assets	19,002		23,679
Electronics Assembly [Member]
Total Assets	$ 1,851,175		$ 1,877,916

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Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Deferred Tax Asset (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Deferred Tax Asset	$ 1,192,711	$ 1,126,860
Valuation Allowance	(1,192,711)	(1,126,860)
Deferred Tax Asset (Net)

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Accounts and Notes Receivable - Schedule of Accounts and Notes Receivable (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Receivables [Abstract]
Accounts Receivable	$ 1,302,564	$ 1,370,258
Less Reserve for uncollectable accounts	(82,000)	(82,000)
Accounts Receivable (Net)	$ 1,220,564	$ 1,288,258

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Lease Asset - Schedule of Lease Receivable Asset (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Lease Asset
Lease asset	$ 217,584	$ 217,584

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Inventory - Schedule of Inventories (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw Material	$ 745,012	$ 848,464
Work in Process	28,445	31,740
Total	773,457	880,204
Less reserve for excess or obsolete inventory	(250,000)	(250,000)
Inventory	$ 523,457	$ 630,204

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Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Depreciation expense	$ 9,443	$ 11,763
Property and Equipment [Member]
Depreciation expense	$ 6,474	$ 8,794

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Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Capital Equipment	$ 1,350,794	$ 1,350,794
Leasehold improvements	75,436	75,436
Accumulated Depreciation	(1,358,237)	(1,351,763)
Net Fixed Assets	$ 67,993	$ 74,467

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Intangible Assets (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 2,969	$ 2,969

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Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 747,976	$ 747,976
License	354,322	354,322
Patents	136,352	139,322
Accumulated Amortization	(54,437)	(51,467)
Net Intangible Assets	$ 1,238,650	$ 1,241,620

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Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued Payroll	$ 261,801	$ 192,227
Accrued Interest	320,570	311,620
Total accrued expenses	$ 582,371	$ 503,847

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Notes Payable (Details Narrative)														2 Months Ended	3 Months Ended			12 Months Ended
	Mar. 17, 2020 shares	Feb. 19, 2020 USD ($) d	Feb. 04, 2020 shares	Feb. 03, 2020 shares	Jan. 21, 2020 shares	Oct. 30, 2019 USD ($) d	Apr. 09, 2019 USD ($) d	Feb. 13, 2019 USD ($) d	Jan. 08, 2019 USD ($) d	Dec. 13, 2018 USD ($) d	May 24, 2017 USD ($) d	May 05, 2017 USD ($) d	Sep. 11, 2015 USD ($)	Mar. 31, 2020 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($) $ / shares shares	Sep. 30, 2019 shares	Dec. 31, 2019 USD ($) $ / shares	Jan. 08, 2020 USD ($)	Nov. 06, 2017 USD ($)	Dec. 31, 2015 USD ($)	Nov. 11, 2013	Sep. 06, 2013 USD ($)
Short-term note payable														$ 2,400,214	$ 2,400,214	$ 2,386,234		$ 2,386,234
Shares issued | shares					300,000,000
Common stock, par value | $ / shares														$ 0.001	$ 0.001	$ 0.001		$ 0.001
Accrued interest														$ 582,371	$ 582,371	$ 503,847		$ 503,847
Debt realized gain loss															22,221
Debt unamortized debt discount														156,549	156,549	80,647		80,647
Nine-Month Convertible Note Payable [Member]
Debt interest rate											12.00%	12.00%
Convertible note payable											$ 32,000	$ 78,000
Debt conversion percentage											58.00%	61.00%
Debt trading days | d											15	15
Convertible Note Payable [Member]
Debt interest rate		12.00%				12.00%	12.00%	12.00%		12.00%									12.00%
Convertible note payable		$ 53,000				$ 103,000	$ 53,000	$ 138,000		$ 83,000									$ 103,000
Debt conversion percentage		65.00%				65.00%	65.00%	65.00%	65.00%	65.00%
Debt trading days | d		15				15	15	15	15	15
Debt maturity date		Feb. 19, 2021				Oct. 30, 2020	Apr. 09, 2020	Feb. 13, 2020	Jan. 08, 2021	Dec. 13, 2019
Fair value of convertible feature		$ 47,401				$ 97,471	$ 55,604	$ 513,829	$ 87,560
Debt discount		$ 47,401				97,471	53,000	138,000	$ 87,560
Debt additional loss						$ 0	$ 2,604	$ 375,828
Convertible Note Payable [Member]
Fair value of convertible feature															138,000
Debt unamortized debt discount														0	0
Convertible Note Payable [Member]
Debt unamortized debt discount														0	0
Convertible Note Payable [Member]
Debt discount															33,826			16,824
Debt unamortized debt discount														46,821	46,821
Convertible Note Payable [Member]
Debt discount															19,910
Debt unamortized debt discount														67,649	67,649
Convertible Note Payable [Member]
Debt discount															5,325
Debt unamortized debt discount														42,076	42,076
Heat Recovery Solutions [Member]
Short-term note payable													$ 1,200,000								$ 200,000
Debt interest rate													2.66%
Debt principal amount													$ 1,400,000
Pension liability													100,000
Total liability in connection with acquisition.													$ 1,500,000
Debt payment description													(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, 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
Cybernaut Zfounder Ventures [Member] | Nine-Month Convertible Note Payable [Member]
Debt interest rate																				14.00%
Debt principal payments of debt																				$ 116,600
Cybernaut Zfounder Ventures [Member] | Nine-Month Convertible Note Payable One [Member]
Debt interest rate																				14.00%
Debt principal payments of debt																				$ 95,685
Accounts Receivable Financing Agreement [Member] | American Interbanc [Member]
Short-term note payable														1,692,126	1,692,126	$ 1,617,086		$ 1,617,086
Debt interest rate																						2.50%
Common Stock [Member]
Short-term note payable														$ 36,500	$ 36,500
Shares issued | shares	833,333		2,000,000	3,690,000	4,523,333									1,700,000			168,000,000
Common stock, par value | $ / shares														$ 0.02	$ 0.02
Accrued interest														$ 19,721	$ 19,721
Individual [Member]
Short-term note payable														$ 36,500	$ 36,500								$ 50,000
Fixed fee amount																							$ 3,500

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Notes Payable - Schedule of Notes Payable (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Note payable GE	$ 1,200,000	$ 1,200,000
Accrued transition services	972,233	972,233
Accrued Interest	227,981	214,001
Total	$ 2,400,214	$ 2,386,234

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Notes Payable - Schedule of Convertible Notes (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Total convertible notes	$ 491,285	$ 371,785
Accrued Interest	76,626	82,111
Debt Discount	(156,549)	(80,647)
Total	$ 411,362	$ 373,249

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Derivative Liabilities (Details Narrative)	Mar. 31, 2020
Expected Volatility [Member] | Minimum [Member]
Fair value measurement percentage	85
Expected Volatility [Member] | Maximum [Member]
Fair value measurement percentage	92
Risk Free Interest Rate [Member] | Minimum [Member]
Fair value measurement percentage	1.60
Risk Free Interest Rate [Member] | Maximum [Member]
Fair value measurement percentage	1.64

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Derivative Liabilities - Schedule of Fair Value of Derivative Liability (Details)	3 Months Ended
	Mar. 31, 2020 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability December 31, 2019	$ 320,794
Additions	134,961
Fair market value adjustments	130,994
Derivative Liability March 31, 2020	$ 586,749

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Commitments and Contingencies (Details Narrative)		1 Months Ended	3 Months Ended
	Jan. 02, 2019	Oct. 31, 2018	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	May 01, 2017 ft²
Amount received from Oberon Securities			$ 291,767
Operating lease rent expense			$ 110,455	$ 82,034
ASU 2016-02 ( [Member]
Average borrowing rate percentage	5.00%
CTU Industrial Building [Member]
Building space for lease | ft²					18,200
Sublease Agreement [Member]
Lease term description		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.

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Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details)	Mar. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020	$ 181,413
2021	249,132
2022	256,608
2023	44,052
Imputed Interest	52,138
Net Lease Liability	$ 783,343

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Capital Stock Transactions (Details Narrative) - USD ($)														2 Months Ended	3 Months Ended
	Jun. 08, 2020	Mar. 17, 2020	Feb. 04, 2020	Feb. 03, 2020	Jan. 30, 2020	Jan. 21, 2020	Dec. 05, 2019	Sep. 19, 2019	Jul. 19, 2019	Jun. 10, 2019	May 31, 2019	Aug. 21, 2014	Aug. 07, 2013	Mar. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Apr. 28, 2018	Jun. 30, 2017	May 25, 2006	Apr. 21, 2005
Common stock, shares authorized														2,000,000,000	2,000,000,000	2,000,000,000
Common stock, shares par value														$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized														20,000	20,000	20,000
Number of common stock shares issued for conversion					1,700,000										498,211,169
Shares issued price per share					$ 0.02	$ 0.03
Stock issued for settlement of note payable, value					$ 36,500
Number of stock issued shares						300,000,000
Accrued interest					$ 19,721
Common stock, shares outstanding														762,130,989	762,130,989	753,907,656
Preferred d stock, shares par value														$ 100	$ 100	$ 100
Preferred stock, shares outstanding														5,700	5,700	6,500
Notes Payable [member]
Number of stock issued shares					36,500										22,221
Common Stock [Member]
Common stock, shares par value														$ 0.02	$ 0.02
Number of common stock shares issued for conversion															1,700,000
Shares issued price per share		$ 0.03	$ 0.04	$ 0.03
Stock issued for settlement of note payable, value															$ 2,000			$ 4,000
Number of shares conversion of convertible notes															2,000,000			4,000,000
Number of stock issued shares		833,333	2,000,000	3,690,000		4,523,333								1,700,000			168,000,000
Series F Warrants [Member]
Warrant is exercisable price per share														$ 0.10	$ 0.10
Warrant to purchase shares of common stock														375,000	375,000
Series G Warrants [Member]
Warrant is exercisable price per share														$ 0.20	$ 0.20
Warrant to purchase shares of common stock														375,000	375,000
Warrants [Member] | Accredited Investor [Member]
Number of stock issued shares										500,000
Number of stock sale shares								250,000		500,000
Number of warrant to purchase common stock								1
Warrant is exercisable price per share								$ 0.04		$ 0.04
Purchase price of shares sale										$ 10,000
Sale of stock price per share										$ 0.02
Debt term								1 year		1 year
Stock Purchase Agreement [Member]
Number of stock sale shares								250,000
Warrant is exercisable price per share								$ 0.04
Purchase price of shares sale								$ 5,000
Sale of stock price per share								$ 0.02
Equity Financing Agreement [Member] | Common Stock [Member] | Subsequent Event [Member]
Number of stock issued shares	764,526
Agreement, description	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 inducement fee.
Subscription Agreement [Member] | MGW Investment I Limited [Member]
Common stock, shares par value											$ 0.001
Number of stock sale shares											168,000,000
Warrant is exercisable price per share											$ 0.04
Purchase price of shares sale											$ 1,999,200
Sale of stock price per share											$ 0.0119
Subscription Agreement [Member] | Warrants [Member] | MGW Investment I Limited [Member]
Number of stock sale shares											168,000,000
Warrant is exercisable price per share											$ 0.04
Purchase price of shares sale											$ 1,999,200
Preferred Series D Shares [Member]
Number of common stock shares issued for conversion																			4,000,000
Shares issued price per share																			$ 0.015
Stock issued for settlement of note payable, value																			$ 60,000
Number of shares conversion of convertible notes																			800
Inducement fee																			$ 60,000
Preferred Series D Shares [Member] | Common Stock [Member]
Number of common stock shares issued for conversion			800
Series A Convertible Preferred Stock [Member]
Preferred stock, shares authorized														440	440
Series B Convertible Preferred Stock [Member]
Preferred stock, shares authorized														20,000	20,000
Series C Convertible Preferred Stock [Member]
Preferred stock, shares authorized														15,000	15,000
Series D Convertible Preferred Stock [Member]
Preferred stock dividend rate												13.00%			17.50%
Preferred stock dividend description												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 percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date.			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.
Preferred stock, shares outstanding												5,000
Board of Directors and Shareholders [Member]
Common stock, shares authorized										2,000,000,000										800,000,000	400,000,000		200,000,000
Common stock, shares par value																							$ 0.001
Preferred stock, shares authorized																					10,000,000	15,000
Accredited Investor [Member]
Shares issued price per share									$ 0.02	$ 0.02
Number of stock issued shares							5,000,000		500,000	500,000
Number of stock sale shares									10,000	10,000
Number of warrant to purchase common stock									5,000,000	500,000
Warrant is exercisable price per share							$ 0.04		$ 0.04	$ 0.04
Purchase price of shares sale							$ 75,000
Sale of stock price per share							$ 0.015
Board of Directors [Member]
Preferred stock, shares authorized														20,000,000	20,000,000
Preferred d stock, shares par value														$ 0.001	$ 0.001
Board of Directors [Member] | Series D Convertible Preferred Stock [Member]
Number of preferred stock shares designated													15,000
Preferred stock shares designated description													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.
Proceeds from issuance of preferred stock													$ 750,000

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Capital Stock Transactions - Schedule of Warrant Activity (Details)	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Equity [Abstract]
Warrants - Common Share Equivalents, Outstanding, beginning balance | shares	174,250,000
Warrants - Common Share Equivalents, Issued | shares
Warrants - Common Share Equivalents, Exercised | shares
Warrants - Common Share Equivalents, Expired | shares
Warrants - Common Share Equivalents, Outstanding, ending balance | shares	174,250,000
Warrants - Weighted Average Exercise price, beginning balance | $ / shares	$ 0.04
Warrants - Weighted Average Exercise price, Issued | $ / shares
Warrants - Weighted Average Exercise price, Exercised | $ / shares
Warrants - Weighted Average Exercise price, Expired | $ / shares
Warrants - Weighted Average Exercise price, ending balance | $ / shares	$ 0.04
Warrants exercisable - Common Share Equivalents, beginning balance | shares	174,250,000
Warrants exercisable - Common Share Equivalents, Issued | shares
Warrants exercisable - Common Share Equivalents, Exercised | shares
Warrants exercisable - Common Share Equivalents, Expired | shares
Warrants exercisable - Common Share Equivalents, ending balance | shares	174,250,000
Warrants exercisable - Weighted Average Exercise price, beginning balance | $ / shares	$ 0.04
Warrants exercisable - Weighted Average Exercise price, Issued | $ / shares
Warrants exercisable - Weighted Average Exercise price, Exercised | $ / shares
Warrants exercisable - Weighted Average Exercise price, Expired | $ / shares
Warrants exercisable - Weighted Average Exercise price, ending balance | $ / shares	$ 0.04

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Related Party Transactions (Details Narrative)															3 Months Ended			12 Months Ended
	May 31, 2019 USD ($) $ / shares shares	May 02, 2019 USD ($)	Feb. 13, 2019 USD ($) $ / shares shares	Jan. 10, 2019 USD ($)	Oct. 18, 2018 shares	Sep. 21, 2018 USD ($)	Jun. 21, 2018 USD ($)	Feb. 15, 2018 USD ($) $ / shares shares	Feb. 13, 2018 USD ($) $ / shares shares	Feb. 08, 2018 USD ($)	Jan. 04, 2018 USD ($) $ / shares shares	Dec. 16, 2016 USD ($) $ / shares shares	Nov. 02, 2016 USD ($) $ / shares	Sep. 06, 2016 USD ($) d	Mar. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($) $ / shares shares
Debt conversion of convertible debt shares | shares															8,125,000
Debt instrument, principal amount															$ 491,285	$ 371,785		$ 371,785
Increase in authorized common shares | shares															2,000,000,000	2,000,000,000		2,000,000,000
Shares issued during period share based compensation | shares								9,200,000
Share price | $ / shares								$ 0.0053
Shares issued during period share based compensation, value								$ 48,760
Common stock, shares par value | $ / shares															$ 0.001	$ 0.001		$ 0.001
One Year Employment Agreement [Member] | Kambiz Mahdi [member]
Shares issued during period share based compensation | shares			20,000,000		20,000,000
Share price | $ / shares			$ 0.0131
Shares issued during period share based compensation, value			$ 262,000
Employment Agreement [Member] | Mr. Bennett [Member]
Annual salary		$ 175,000
Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member]
Debt instrument, interest rate									10.00%
Debt conversion price per share | $ / shares									$ 0.003
Debt instrument, maturity date									Feb. 13, 2020
MGW Investment I Limited [Member]
Outsatnding balance advance amount															$ 227,950	$ 167,950
MGW Investment I Limited [Member] | Advanced Additional Value [Member]
Outsatnding balance advance amount															$ 60,000
MGW Investment I Limited [Member] | Subscription Agreement [Member]
Number of shares sold | shares	168,000,000
Number of shares sold, value	$ 1,999,200
Sale of stock price per share | $ / shares	$ 0.0119
Common stock, shares par value | $ / shares	0.001
Warrants, exercise price | $ / shares	$ 0.04
One-Year Convertible Note Payable [Member]
Convertible note payable														$ 87,500
Debt instrument, interest rate														12.00%
Debt conversion percentage														55.00%
Debt trading days | d														20
Debt conversion of convertible debt shares | shares											2,300,000	1,200,000
Debt conversion price per share | $ / shares											$ 0.002192	$ 0.0031
Debt conversion of convertible debt											$ 5,042	$ 3,696
Convertible Notes [Member]
Debt instrument, interest rate													10.00%
Debt conversion percentage													10.00%
Debt conversion price per share | $ / shares													$ 0.005
Repayments of convertible debt													$ 84,000
CVL Note [Member] | Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member]
Debt instrument, interest rate									10.00%
Debt conversion price per share | $ / shares									$ 0.003
Debt instrument, principal amount									$ 939,500
Debt instrument, maturity date									Feb. 13, 2020
Debt instrument, beneficial conversion feature									$ 532,383
Increase in authorized common shares | shares									2,000,000,000
CVL Note [Member] | Mgw Investments [Member] | Convertible Note Purchase Agreement [Member]
Debt conversion of convertible debt shares | shares									800,000,000
Debt conversion of convertible debt									$ 939,500
MGWI Note [Member]
Debt instrument, interest rate										12.00%
Debt instrument, principal amount										$ 153,123
Debt instrument, conversion feature										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.								At December 31, 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.
Equity method investment, ownership percentage																70.00%		70.00%
MGWI Note [Member] | JSJ Investments [Member]
Debt instrument, interest rate										12.00%
Debt instrument, principal amount										$ 103,000
Debt instrument, maturity date										Apr. 25, 2018
Promissory Note [Member] | MGW Investment I Limited [Member]
Debt instrument, interest rate							8.00%
Debt instrument, principal amount							$ 250,000
Debt instrument, maturity date							Sep. 21, 2019
Promissory Note Two [Member] | MGW Investment I Limited [Member]
Debt instrument, interest rate						8.00%
Debt instrument, principal amount						$ 100,000
Debt instrument, maturity date						Sep. 21, 2019
Promissory Note Three [Member] | MGW Investment I Limited [Member]
Debt instrument, interest rate				8.00%
Debt instrument, principal amount				$ 25,000
Debt instrument, maturity date				Jan. 10, 2020

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Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Total related party notes	$ 491,285	$ 371,785
Accrued Interest	76,626	82,111
Debt Discount	(156,549)	(80,647)
Related Party [Member]
Total related party notes	1,320,572	1,260,572
Accrued Interest	277,010	248,838
Debt Discount		(29,227)
Total	$ 1,597,582	$ 1,480,183

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Subsequent Events (Details Narrative)	Jun. 08, 2020
Subsequent Event [Member] | Common Stock [Member] | Equity Financing Agreement [Member]
Agreement, description	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 inducement fee.