Clean Energy Technologies, Inc. - Quarter Report: 2022 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT DATED March 31, 2022 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the three months ended March 31, 2022
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. ☒ 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). ☒ 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 ☒ | Smaller reporting company ☒ |
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 ☒ No
As of May 15, 2022, there were shares of the Registrant’s $0.001 par value common stock issued and outstanding.
Securities registered pursuant to Section 12(b) of the Act
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common | CETY | OTCQB |
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 | 30 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 34 |
ITEM 4. | CONTROLS AND PROCEDURES | 34 |
PART II. OTHER INFORMATION | ||
ITEM 1. | LEGAL PROCEEDINGS | 34 |
ITEM 1A. | RISK FACTORS | 34 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 34 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 35 |
ITEM 4. | MINE SAFETY DISCLOSURES | 35 |
ITEM 5. | OTHER INFORMATION | 35 |
ITEM 6. | EXHIBITS | 35 |
2 |
Part I – Financial Information
Item 1. Financial Statements
Clean Energy Technologies, Inc.
Consolidated Financial Statements
(Expressed in US dollars)
March 31, 2022 (unaudited)
3 |
Clean Energy Technologies, Inc.
Consolidated Balance Sheets
Unaudited | Audited | |||||||
March 31, 2022 | December 31, 2021 | |||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash | $ | 1,221,219 | $ | 1,192,316 | ||||
Accounts receivable - net | 1,119,438 | 693,032 | ||||||
Lease receivable asset | 217,584 | 217,584 | ||||||
Prepaid | 13,973 | 40,380 | ||||||
Inventory | 636,063 | 462,192 | ||||||
Total Current Assets | 3,208,277 | 2,605,504 | ||||||
Property and Equipment - Net | 28,466 | 33,016 | ||||||
Goodwill | 747,976 | 747,976 | ||||||
LWL Intangibles | 1,468,709 | 1,468,709 | ||||||
Convertible Note Receivable | 805,751 | |||||||
Long-term financing receivables - net | 684,770 | 684,770 | ||||||
License | 354,322 | 354,322 | ||||||
Patents | 112,600 | 115,569 | ||||||
Right of use asset - long term | 343,158 | 395,607 | ||||||
Other Assets | 26,801 | 26,801 | ||||||
Total Non Current assets | 4,544,087 | 3,793,754 | ||||||
Total Assets | $ | 7,780,830 | $ | 6,432,274 | ||||
Liabilities and Stockholders’ (Deficit) | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 668,543 | $ | 606,814 | ||||
Accrued Expenses | 122,614 | 143,847 | ||||||
Customer Deposits | 90,516 | 24,040 | ||||||
Warranty Liability | 100,000 | 100,000 | ||||||
Deferred Revenue | 33,000 | 33,000 | ||||||
Derivative Liability | 240,669 | 256,683 | ||||||
Facility Lease Liability - current | 213,474 | 213,474 | ||||||
Line of Credit | 1,153,956 | 1,169,638 | ||||||
Notes payable - GE | 2,512,056 | 2,498,076 | ||||||
Convertible Notes Payable (net of discount of $0 and $170,438 respectively) | 1,261,823 | 1,193,341 | ||||||
Related Party Notes Payable | 654,737 | 626,210 | ||||||
Total Current Liabilities | 7,051,388 | 6,865,123 | ||||||
Long-Term Debt: | ||||||||
Related Party Notes Payable (net of discount of $0 and $0 Respectively | 1,081,085 | 1,081,085 | ||||||
Facility Lease Liability - long term | 156,187 | 207,778 | ||||||
Net Long-Term Debt | 1,237,272 | 1,288,863 | ||||||
Total Liabilities | 8,288,659 | 8,153,986 | ||||||
Commitments and contingencies | $ | - | ||||||
Stockholders’ (Deficit) | ||||||||
Common stock, $ par value; shares authorized; and shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 961,760 | 943,569 | ||||||
Additional paid-in capital | 16,100,227 | 14,777,708 | ||||||
Subscription Receivables | (18,800 | ) | - | |||||
Accumulated Other Comprehensible Income | 4,562 | |||||||
Accumulated deficit | (17,536,520 | ) | (17,423,930 | ) | ||||
(488,771 | ) | (1,702,653 | ) | |||||
Non-controlling interest | (19,059 | ) | (19,059 | ) | ||||
Total Stockholders’ (Deficit) | (507,830 | ) | (1,721,712 | ) | ||||
Total Liabilities and Stockholders’ Deficit | $ | 7,780,830 | $ | 6,432,274 |
The accompanying footnotes are an integral part of these consolidated financial statements
4 |
Clean Energy Technologies, Inc.
Consolidated Statements of Operations
for the three months ended March 31 (Unaudited)
2022 | 2021 | |||||||
Sales | $ | 775,266 | $ | 135,274 | ||||
Cost of Goods Sold | 261,074 | 23,146 | ||||||
Gross Profit | 514,193 | 112,128 | ||||||
General and Administrative | ||||||||
General and Administrative expense | 92,935 | 102,381 | ||||||
Salaries | 191,217 | 221,647 | ||||||
Travel | 27,734 | 15,013 | ||||||
Professional Fees Legal & Accounting | 64,853 | 45,742 | ||||||
Facility lease and Maintenance | 88,962 | 86,210 | ||||||
Consulting Engineering | 25,803 | - | ||||||
Depreciation and Amortization | 7,519 | 8,073 | ||||||
Total Expenses | 499,023 | 479,066 | ||||||
Net Profit / (Loss) From Operations | 15,169 | (366,938 | ) | |||||
Change in derivative liability | 16,014 | 1,749,173 | ||||||
Gain / (Loss) on debt settlement and write down | - | - | ||||||
Other Income | (9,335 | ) | ||||||
Interest and Financing fees | (132,470 | ) | (313,651 | ) | ||||
Net Profit / (Loss) Before Income Taxes | (110,623 | ) | 1,068,584 | |||||
Income Tax Expense | (1,966 | ) | - | |||||
Net Profit / (Loss) | (112,589 | ) | 1,068,584 | |||||
Non-controlling interest | - | - | ||||||
Net Profit / (Loss) attributable to Clean Energy Technologies, Inc. | (112,589 | ) | 1,068,584 | |||||
Other Comprehensive Item | ||||||||
Foreign Currency Translation Gain | 4,562 | |||||||
Total Comprehensible Income / (Loss) | $ | (108,027 | ) | $ | 1,068,584.00 | |||
Per Share Information: | ||||||||
Basic and diluted weighted average number | ||||||||
of common shares outstanding | 952,293,421 | 853,322,779 | ||||||
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
5 |
Clean Energy Technologies, Inc.
Consolidated Statements of Stockholders Deficit
March 31, 2021 & 2022 (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, 2020 | 821,169,656 | $ | 821,171 | 4,500 | $ | 450,000 | $ | 61,179 | $ | 9,080,560 | $ | (17,651,482 | ) | $ | (7,238,572 | ) | ||||||||||||||||
Shares issued for warrant conversion | 1,797,861 | 1,798 | - | - | - | (1,798 | ) | - | (0 | ) | ||||||||||||||||||||||
Shares issued for Reg A offering | 16,666,667 | 16,667 | 483,333 | 500,000 | ||||||||||||||||||||||||||||
Shares issued for acccrued dividend | 4,344,250 | 4,344 | - | - | - | 343,194 | - | 347,538 | ||||||||||||||||||||||||
Conversion of Preferred Series D | 6,625,000 | 6,625 | (4,500 | ) | (450,000 | ) | - | 443,375 | - | |||||||||||||||||||||||
Inducement shares | 1,250,000 | 1,250 | (25,000 | ) | 23,750 | - | ||||||||||||||||||||||||||
Shares issued for cash | 44,213,053 | 44,213 | - | - | (36,179 | ) | 3,075,969 | 3,084,003 | ||||||||||||||||||||||||
- | ||||||||||||||||||||||||||||||||
Net Loss | 1,068,584 | 1,068,584 | ||||||||||||||||||||||||||||||
March 31, 2021 | 896,066,487 | $ | 896,068 | $ | $ | $ | 13,448,384 | $ | (16,582,898 | ) | $ | (2,238,447 | ) |
Common
Stock .001 Par | Preferred Stock | Common
Stock to be issued | Additional Paid in | Subscription | Accumulated Comprehensive | Accumulated | Non Controlling | Stock holders’Deficit | ||||||||||||||||||||||||||||||||||||
Description | Shares | Amount | Shares | Amount | Amount | Capital | Interest | Income | Deficit | interest | Totals | |||||||||||||||||||||||||||||||||
December 31, 2021 | 943,569,149 | 943,569 | - | - | 14,777,708 | (17,423,931 | ) | (19,059 | ) | (1,721,712 | ) | |||||||||||||||||||||||||||||||||
Shares issued for Reg A offering | 15,035,000 | 15,035 | 1,187,765 | 1,202,800 | ||||||||||||||||||||||||||||||||||||||||
Shares issued for S1 | 3,155,865 | 3,156 | 134,754 | 137,910 | ||||||||||||||||||||||||||||||||||||||||
- | ||||||||||||||||||||||||||||||||||||||||||||
Subscription Receivable | (18,800 | ) | (18,800 | ) | ||||||||||||||||||||||||||||||||||||||||
Accumulated Comprehensive | 4,562 | 4,562 | ||||||||||||||||||||||||||||||||||||||||||
Net Loss | (112,589 | ) | - | (112,589 | ) | |||||||||||||||||||||||||||||||||||||||
March 31, 2022 | 961,760,014 | 961,760 | - | - | 16,100,228 | (18,800 | ) | 4,562 | (17,536,520 | ) | (19,059 | ) | (507,830 | ) |
The accompanying footnotes are an integral part of these consolidated financial statements
6 |
Clean Energy Technologies, Inc.
Consolidated Statements of Cash Flows
for the three months ended March 31 (Unaudited)
2022 | 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net Income / ( Loss ) | $ | (112,589 | ) | $ | 1,068,584 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 7,519 | 8,073 | ||||||
Bad debt expense | - | - | ||||||
Gain on debt settlement | - | - | ||||||
Shares issued for commitment fee | - | - | ||||||
Change in debt discount and Financing fees | 6,554 | 60,726 | ||||||
Change in derivative liability | (16,014 | ) | (1,749,173 | ) | ||||
Changes in assets and liabilities: | ||||||||
(Increase) decrease in right of use asset | 52,449 | 46,213 | ||||||
(Increase) decrease in lease liability | (51,592 | ) | (44,493 | ) | ||||
(Increase) decrease in accounts receivable | (426,406 | ) | (51,748 | ) | ||||
(Increase) decrease in inventory | (173,871 | ) | (66,658 | ) | ||||
(Increase) decrease in prepaid expenses | 26,407 | - | ||||||
(Decrease) increase in accounts payable | 61,729 | (46,866 | ) | |||||
Other (Decrease) increase in accrued expenses | (7,253 | ) | (6,136 | ) | ||||
Other (Decrease) increase in accrued expenses related party | 28,527 | 118,286 | ||||||
Other (Decrease) increase in deferred revenue | - | - | ||||||
Other (Decrease) increase in customer deposits | 66,476 | - | ||||||
Net Cash Provided by (Used In) Operating Activities | (538,065 | ) | (663,192 | ) | ||||
Cash Flows from Investing Activities | ||||||||
Convertible Note Receivable | - | - | ||||||
(Increase) decrease in Convertible Note Receivable | (805,751 | ) | - | |||||
Purchase property plant and equipment | - | - | ||||||
Cash Flows Used In Investing Activities | (805,751 | ) | - | |||||
Cash Flows from Financing Activities | ||||||||
Bank Overdraft / (Repayment) | - | - | ||||||
Payment on notes payable | (103,754 | ) | (488,987 | ) | ||||
Payment on notes payable related party | - | - | ||||||
Proceeds from notes payable and lines of credit | 150,000 | 89,200 | ||||||
Proceeds from notes payable related party | - | - | ||||||
Stock issued for cash | 1,321,911 | 3,584,003 | ||||||
Cash Flows Provided By Financing Activities | 1,368,157 | 3,184,216 | ||||||
Effect of exchange rate changes on cash | 4,562 | |||||||
Net (Decrease) Increase in Cash and Cash Equivalents | 28,903 | 2,521,024 | ||||||
Cash and Cash Equivalents at Beginning of Period | 1,192,316 | 414,885 | ||||||
Cash and Cash Equivalents at End of Period | $ | 1,221,219 | $ | 2,935,909 | ||||
Supplemental Cashflow Information: | ||||||||
Interest Paid | $ | 132,470 | $ | 101,027 | ||||
Taxes Paid | $ | $ | ||||||
Supplemental Non-Cash Disclosure | ||||||||
Discount on derivatives | $ | $ | ||||||
Shares issued for warrants exercised | $ | 71,914 | ||||||
Shares issued for preferred conversions | $ | $ | 450,000 | |||||
Shares issued for debt conversion conversions | $ | $ | 347,538 |
The accompanying footnotes are an integral part of these consolidated financial statements
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Clean Energy Technologies, Inc.
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 – GENERAL
These unaudited interim consolidated financial statements as of and for the three months ended March 31, 2022, 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, 2022 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 months ended March 31, 2022 are not necessarily indicative of results for the entire year ending December 31, 2022.
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.
Corporate History
We were incorporated in California in July 1995 under the name Probe Manufacturing Industries, Inc. We redomiciled to Nevada in April 2005 under the name Probe Manufacturing, Inc. We manufactured electronics and provided services to original equipment manufacturers (OEMs) of industrial, automotive, semiconductor, medical, communication, military, and high technology products. On September 11, 2015 Clean Energy HRS, or “CE HRS”, our wholly owned subsidiary acquired the assets of Heat Recovery Solutions from General Electric International. In November 2015, we changed our name to Clean Energy Technologies, Inc.
Our principal executive offices are located at 2990 Redhill Avenue, Costa Mesa, CA 92626. Our telephone number is (949) 273-4990. Our common stock is listed on the OTCQB Markets under the symbol “CETY.”
Our internet website address is www.cetyinc.com and our subsidiary’s web site is www.heatrecoverysolutions.com The information contained on our websites are not incorporated by reference into this document, and you should not consider any information contained on, or that can be accessed through, our website as part of this document.
The Company has three reportable segments: Clean Energy HRS (HRS), CETY Europe, and the legacy electronic manufacturing services (Electronic Assembly) division.
8 |
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 $507,830 and a working capital deficit of $3,843,110 as of March 31, 2022. The company also had an accumulated deficit of $17,536,520 as of March 31, 2022. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations.
Plan of Operation
We develop renewable energy products and solutions and establish partnerships in renewable energy that make environmental and economic sense. Our mission is to be a segment leader in the Zero Emission Revolution by offering recyclable energy solutions, clean energy fuels and alternative electric power for small and mid-sized projects in North America, Europe, and Asia. We target sustainable energy solutions that are profitable for us, profitable for our customers and represent the future of global energy production.
Our principal businesses
Waste Heat Recovery Solutions – we recycle wasted heat produced in manufacturing, waste to energy and power generation facilities using our patented Clean CycleTM generator to create electricity which can be recycled or sold to the grid.
Waste to Energy Solutions - we convert waste products created in manufacturing, agriculture, wastewater treatment plants and other industries to electricity, renewable natural gas (“RNG”), hydrogen and bio char which are sold or used by our customers.
Engineering, Consulting and Project Management Solutions – we bring a wealth of experience in developing clean energy projects for municipal and industrial customers and Engineering, Procurement and Construction (EPC) companies so they can identify, design and incorporate clean energy solutions in their projects.
LNG Trading Operations
Our LNG trading operations in China is to source and supply LNG to industries and municipalities located in the southern part of Sichuan Province and portions of Yunnan Province. The LNG is principally used for heavy truck refueling stations and urban or industrial users in areas that do not have a connection to local LNG pipeline systems. We purchase large quantities of LNG from large wholesale LNG depots at fixed prices which are prepaid for in advance at a discount to market. We sell the LNG to our customers at prevailing daily spot prices for the duration of the contracts.
NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The summary of significant accounting policies of Clean Energy Technologies, Inc. (formerly Probe Manufacturing, Inc.) is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity.
The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves.
9 |
Cash and Cash Equivalents
We maintain the majority of our cash accounts at JP Morgan Chase bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, (which we may exceed from time to time) 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
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, 2022, and December 31, 2021, we had a reserve for potentially un-collectable accounts receivable of $75,000. Our policy for reserves for our long-term financing receivables is determined on a contract-by-contract basis and considers the length of the financing arrangement. As of March 31, 2022, and December 31, 2021, we had a reserve for potentially un-collectable long-term financing receivables of $247,500 and $247,500 respectively.
Four (4) customers accounted for approximately 98% of accounts receivable on March 31, 2022. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant.
Lease asset
As of March 31, 2022, and December 31, 2021 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 second quarter of 2022 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, 2022, and December 31, 2021, we had a reserve for potentially obsolete inventory of $321,104.
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 |
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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 |
11 |
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, 2022 and December 31, 2021 we had $33,000 and 33,000 of deferred revenue, which is expected to be recognized in the fourth quarter of year 2022.
Also, from time to time we require upfront deposits from our customers based on the contract. As of March 31, 2022 and December 31, 2021, we had outstanding customer deposits of $90,516 and $24,040 respectively.
Fair Value of Financial Instruments
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
● | Level 1: Quoted prices in active markets for identical assets or liabilities. | |
● | Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. | |
● | Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s derivative liabilities have been valued as Level 3 instruments. We value the derivative liability using a lattice model, with a volatility of 84% and using a risk free interest rate of 0.15% |
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, 2022 and December 31, 2021 reflect:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Fair value of convertible notes derivative liability – March 31, 2022 | $ | $ | $ | 240,669 | $ | 240,669 |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Fair value of convertible notes derivative liability – December 31, 2021 | $ | $ | $ | 256,683 | $ | 256,683 |
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.
Foreign Currency Translation and Comprehensive Income (Loss)
We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. The accounts of the Company’s Chinese entities are maintained in RMB. The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 “Foreign Currency Matters.” All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from foreign currency transactions are reflected in the statements of operations.
The Company follows FASB ASC Topic 220-10, “Comprehensive Income (loss).” Comprehensive income (loss) comprises net income (loss) and all changes to the statements of changes in stockholders’ equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders.
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Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At March 31, 2022, we had outstanding common shares of used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents for the three months ended March 31, 2022 and March 31, 2021 were and respectively. As of March 31, 2022, we had convertible notes, convertible into approximately of additional common shares, common stock warrants. Fully diluted weighted average common shares and equivalents were withheld from the calculation for the three months ended March 31, 2022 and March 31, 2021 as they were considered anti-dilutive.
Research and Development
We had no amounts of research and development R&D expense during the three & three months ended March 31, 2022 and 2021.
Segment Disclosure
FASB Codification Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company has three reportable segments: Clean Energy HRS (HRS), CETY Europe and the legacy electronic manufacturing services division. The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. Refer to note 1 for a description of the various product categories manufactured under each of these segments.
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 | ||||||||
2022 | 2021 | |||||||
Net Sales | ||||||||
Manufacturing and Engineering | 32,280 | 30,229 | ||||||
Clean Energy HRS | 441,193 | 66,000 | ||||||
LNG Trading | 267,966 | - | ||||||
Cety Europe | 33,827 | 39,045 | ||||||
Total Sales | 775,266 | 135,274 | ||||||
Segment income and reconciliation before tax | ||||||||
Manufacturing and Engineering | 23,986 | 21,526 | ||||||
Clean Energy HRS | 400,487 | 53,828 | ||||||
LNG Trading | 60,733 | |||||||
Cety Europe | 28,986 | 36,774 | ||||||
Total Segment income | 514,193 | 112,128 | ||||||
Reconciling items | ||||||||
General and Administrative expense | (92,935 | ) | (102,381 | ) | ||||
Salaries | (191,217 | ) | (221,647 | ) | ||||
Travel | (27,734 | ) | (15,013 | ) | ||||
Professional Fees | (64,853 | ) | (45,742 | ) | ||||
Facility lease and Maintenance | (88,962 | ) | (86,210 | ) | ||||
Consulting | (25,803 | ) | - | |||||
Bad Debt Expense | - | - | ||||||
Depreciation and Amortization | (7,519 | ) | (8,073 | ) | ||||
Change in derivative liability | 16,014 | 1,749,173 | ||||||
Other Income | (9,335 | ) | - | |||||
Interest and Financing fees | (132,470 | ) | (313,651 | ) | ||||
Net Loss before income tax | (112,589 | ) | 1,068,584 |
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Share-Based Compensation
The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation), which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance and eliminates the alternative to use Opinion 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements. We use the Black-Scholes option-pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black-Scholes model meets the requirements of SFAS No. 123R; however, the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The Black-Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility. For the “risk-free interest rate,” we use the Constant Maturity Treasury rate on 90-day government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the Company has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20-trading-day average. At the time of grant, the share-based compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates.
We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. For the three months ended March 31, 2022 and 2021 we had $ in share-based expense, due to the issuance of common stock. As of March 31, 2022, we had no further non-vested expense to be recognized.
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Income Taxes
Federal Income taxes are not currently due since we have had losses since inception of Clean Energy Technologies.
On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended December 31, 2022 using a Federal Tax Rate of 21% and an estimated state of California rate of 9%.
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, 2022, we had a net operating loss carry-forward of approximately $(9,090,998) and a deferred tax asset of $2,727,299 using the statutory rate of 30%. 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 $(2,727,299). 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. On March 31, 2022 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.
March 31, 2022 | December 31, 2021 | |||||||
Deferred Tax Asset | $ | 2,727,299 | $ | 2,683,914 | ||||
Valuation Allowance | (2,727,299 | ) | (2,683,914 | ) | ||||
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 restricted shares of the Corporation’s common stock, par value $ 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.
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Reclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported.
Recently Issued Accounting Standards
The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements.
Update 2021-03—Intangibles—Goodwill and Other (Topic 350): Accounting Alternative For Evaluating Triggering Events.
The amendments in this Update are effective on a prospective basis for fiscal years beginning after December 15, 2019. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance as of March 30, 2021.
Update 2021-01—Reference Rate Reform (Topic 848):
An entity may elect to apply the amendments in this Update on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020.
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses [codified as Accounting Standards Codification Topic (ASC) 326]. ASC 326 adds to US generally accepted accounting principles (US GAAP) the current expected credit loss (CECL) model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. This will become effective in January 2023 and will have minimal impact on the company.
Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. We do not expect any material impact on our financials because of the adoption of this update.
NOTE 3 – ACCOUNTS AND NOTES RECEIVABLE
March 31,2022 | December 31, 2021 | |||||||
Accounts Receivable | $ | 1,194,438 | $ | 768,032 | ||||
Less reserve for uncollectable accounts | (75,000 | ) | (75,000 | ) | ||||
Total | $ | 1,119,438 | $ | 693,032 |
Our Accounts Receivable is pledged to Nations Interbanc, our line of credit.
March 31, 2022 | December 31, 2021 | |||||||
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, 2022 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.
March 31, 2022 | December 31, 2021 | |||||||
Long-term financing receivables | $ | 932,270 | $ | 932,270 | ||||
Less Reserve for uncollectable accounts | (247,500 | ) | (247,500 | ) | ||||
Long-term financing receivables - net | $ | 684,770 | $ | 684,770 |
On a contract by contract basis or in response to certain situations or installation difficulties, the Company may elect to allow non-interest bearing repayments in excess of 1 year.
Our long term financing Receivable are pledged to Nations Interbanc, our line of credit.
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NOTE 4 – INVENTORY
Inventories by major classification were comprised of the following at:
March 31,2022 | December 31, 2021 | |||||||
Inventory | $ | 957,167 | $ | 783,296 | ||||
Less reserve for uncollectable accounts | (321,104 | ) | (321,104 | ) | ||||
Total | $ | 636,063 | $ | 462,192 |
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 31,2022 | December 31, 2021 | |||||||
Property and Equipment | $ | 1,354,824 | $ | 1,354,824 | ||||
Leasehold Improvements | 75,436 | 75,436 | ||||||
Accumulated Depreciation | (1,401,794 | ) | (1,397,244 | ) | ||||
Net Fixed Assets | $ | 28,466 | $ | 33,016 |
Our Depreciation Expense for the three months ended March 31, 2022 and 2021 was $4,550 and $5,104 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 31,2022 | December 31, 2021 | |||||||
Goodwill | $ | 747,976 | $ | 747,976 | ||||
LWL Intangibles | $ | 1,468,709 | $ | 1,468,709 | ||||
License | 354,322 | 354,322 | ||||||
Patents | 112,600 | 115,569 | ||||||
Accumulated Amortization | (78,189 | ) | (75,220 | ) | ||||
Net Fixed Assets | $ | 2,605,418 | $ | 2,611,356 |
Our Amortization Expense for the three months ended March 31, 2022 and 2021 was $2,969 and 2,969 respectively.
17 |
Based on the foregoing analysis of the facts surrounding the Company’s acquisition of LWL, it is the Company’s position that the Company is the acquirer of LWL, under the acquisition method of accounting.
As such, as of November 8, 2021 (the acquisition date), the Company recognized, separately from goodwill, the identifiable assets acquired and the liabilities assumed in the Business combination.
The following table presents the purchase price allocation:
Consideration: | ||||
Cash and cash equivalents | $ | 1,500,000 | ||
Total purchaser consideration | $ | 1,500,000 | ||
Assets acquired: | ||||
Cash and cash equivalents | $ | 6,156 | ||
Prepayment | $ | 13,496 | ||
Other receivable | $ | 20,000 | ||
Trading Contracts | $ | 146,035 | ||
Shenzhen Gas Relationship | $ | 1,314,313 | ||
Total assets acquired | $ | 1,508,539 | ||
Liabilities assumed: | ||||
Advance Receipts | $ | (8539 | ||
Taxes Payable | $ | 179 | ||
Net Assets Acquired: | $ | 1,500,000 |
.
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NOTE 7 – CONVERTIBLE NOTE RECEIVABLE
Effective January 10, 2022, JHJ (“note holder”) entered a convertible note agreement with Chengdu Rongjun Enterprise Consulting Co., Ltd (“Rongjun” or “the borrower”) with maturity on January 10, 2025. Under this convertible note, JHJ lent RMB 5,000,000 ($0.78 million) to Rongjun with annual interest rate of 12%, calculated from the Issuance Date until all outstanding interest and principal is paid in full. The Borrower may pre-pay principal or interest on this Note at any time prior to the maturity date, without penalty. JHJ has the right to convert this note directly or indirectly into shares or equity interest of Heze Hongyuan Natural Gas Co., Ltd (“Heze”) equal to 15% of Heze’s outstanding Equity Interest. Rongjun owns 90% of Heze. During the three months ended, JHJ recorded $17,961 interest income from this note.
NOTE 8 – ACCRUED EXPENSES
March 31,2022 | December 31, 2021 | |||||||
Accrued Wages | $ | 69,007 | $ | 22,950 | ||||
Accrued Interest and other | 53,607 | 120,897 | ||||||
Accrued Interest and other | $ | 122,614 | $ | 143,847 |
NOTE 9 – NOTES PAYABLE
The Company issued a short-term note payable to an individual, secured by the assets of the Company, dated September 6, 2013 in the amount of $50,000 and fixed fee amount of $3,500. As of December 31, 2019, the outstanding balance was $36,500. On January 30, 2020 we issued shares of our common stock at a purchase price of $per share, as settlement in full of a note payable of in the amount of $36,500 with accrued interest of $19,721. As a result, we recognized a gain in the amount of $22,221 in the 1st quarter of 2021.
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, 2022, the outstanding balance was $1,153,956 compared to $1,169,638 at December 31, 2021.
On April 1, 2021, we entered into an amendment to the purchase order financing agreement with DHN Capital, LLC dba Nations Interbanc. Nations Interbanc has lowered the accrued fees balance by $275,000.00 as well as the accrual rate to 2.25% per 30 days. As a result, CETY has agreed to remit a minimum monthly payment of $50,000 by the final calendar day of each month.
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 instalments 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, 2022 | December 31, 2021 | |||||||
Note payable GE | $ | 1,200,000 | $ | 1,200,000 | ||||
Accrued transition services | 972,233 | 972,233 | ||||||
Accrued Interest | 339,823 | 325,843 | ||||||
Total | $ | 2,512,056 | $ | 2,498,076 |
19 |
We are currently in default on the payment of the purchase price pursuant to our asset purchase agreement with General Electric due to our belief that we are entitled to a reduction in purchase price we paid due to the misunderstanding of the asset valuation.
On May 4, 2020 the company entered in to a payroll protection loan, with Comerica bank, guaranteed by the SBA due May 4, 2022 for $110,700, with an interest rate of 1%. This note payment is due in full on May 4, 2022 and also has the possibility of forgiveness. This note was forgiven on July 1, 2021.
On February 4 , 2021 the company entered in to a payroll protection loan, with Comerica bank, guaranteed by the SBA due February 4, 2023 for $89,200, with an interest rate of 1%. This note payment is due in full on February 4, 2023 and also has the possibility of forgiveness. As of the date of this filing this note has been forgiven. This note was forgiven on July 26, 2021.
On September 7, 2021 the company entered into a promissory note in the amount of $226,345, with and interest rate of 10% per annum and a default interest rate of 22% per annum. This note is due in full on September 7, 2022 and has mandatory monthly payments of $23,828. The note had an OID of $23,345 and recorded as finance fee expense. In the event of the default, at the option of the Investor, the note may be converted into shares of common stock of the company. This is note is convertible, but not until a contingent event of default has taken place, none of which have occurred as of the date of this filing. The balance on this note as of March 31, 2022 was $119,142.
On September 28, 2021 the company entered into a promissory note in the amount of $142,720, with and interest rate of 10% per annum and a default interest rate of 22% per annum. This note is due in full on September 28, 2022 and has mandatory monthly payments of $15,003. The note had an OID of $14,720 and recorded as finance fee expense. In the event of the default, at the option of the Investor, the note may be converted into shares of common stock of the company. This is note is convertible, but not until a contingent event of default has taken place, none of which have occurred as of the date of this filing. The balance on this note as of March 31, 2022 was $75,015.
On March 10, 2022 the company entered into a promissory note in the amount of $170,600, with and interest rate of 10% per annum and a default interest rate of 22% per annum. This note is due in full on March 10, 2023 and has mandatory monthly payments of $18,766. The note had an OID of $17,060 and recorded as finance fee expense. In the event of the default, at the option of the Investor, the note may be converted into shares of common stock of the company. This is note is convertible, but not until a contingent event of default has taken place, none of which have occurred as of the date of this filing. The balance on this note as of March 31, 2022 was $170,060.
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 three months after its issuance and has a conversion rate of sixty one percent (61%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $116,600 by Cybernaut Zfounder Ventures. An amended term were added to the original note with the interest rate of 14%. This note matured on February 21st of 2018 and is currently in default. As of March 31, 2022, the outstanding balance due was $91,600.
On May 24, 2017 we entered into a nine-month convertible note payable for $32,000, which accrues interest at the rate of 12% per annum. It is not convertible until three months after its issuance and has a conversion rate of fifty-five eight percent (58%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $95,685, by Cybernaut Zfounder Ventures. An amended term was added to the original note with the interest rate of 14%. This note matured on February 26th, 2018 and is currently in default. As of March 31, 2022, the outstanding balance due was $95,685
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 six months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. This note was paid in full on May 1, 2020.
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 six months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. Subsequently The fair value of the convertible feature was $87,560, we recorded a debt discount of $87,560. On July 7, 2020 this note was paid in full.
On February 19, 2020 we entered into a convertible note payable for $53,000, with a maturity date of February 19, 2021, which accrues interest at the rate of 12% per annum. It is convertible six months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. On August 18, 2020 this note was paid in full.
20 |
On July 6, 2020, Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $164,800, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $ per share (the “Common Stock”) and one million ( ) restricted shares of Common Stock (“Commitment fee Shares”). The Note carried an original issue discount of $4,800 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date and is convertible at any time into the Common Stock at a conversion price equal to $0.02 per share, subject to adjustment. The shares were valued on the date of issuance using the stock price on that day for a total value of $19,211. We also recognized a debt discount of $17,861. We amortized $3,234 of the debt discount during the three months ended September 30, 2020. The unamortized debt discount as of September 30, 2020 was $14,267. This note was fully converted as of December 31, 2020. This note was converted into shares of common stock, for a total of $171,229 including principal of 164,800 plus a accrued interest of $6,429. Also on January 12, 2021 the company issued shares of its common stock as redemptions of $27,914 in cashless warrants.
On July 15, 2020 we entered into a convertible note payable for $128,000, with a maturity date of July 15, 2021, which accrues interest at the rate of 12% per annum. It is convertible six months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. This note was paid in full on October 16, 2020.
On August 17, 2020, Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $103,000, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $ per share (the “Common Stock”) and one million ( ) restricted shares of Common Stock (“Commitment fee Shares”). The Note carried an original issue discount of $3,000 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date and is convertible at any time into the Common Stock at a conversion price equal to $0.02 per share, subject to adjustment. The shares were valued on the date of issuance using the stock price on that day for a total value of $19,211. We also recognized a debt discount of $17,861. We amortized $14,627 of the debt discount during the six months ended June 30, 2021. The unamortized debt discount as of March 31, 2022 was $0. This note was paid in full on January 8, 2021.
On September 10, 2020 we entered into a convertible note payable for $63,000, with a maturity date of July 15, 2021, which accrues interest at the rate of 11% per annum. It is convertible six months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. This note was paid in full on January 15, 2021.
On October 14, 2020 Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Firstfire Global Opportunities Fund LLC, (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $168,000, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $ per share (the “Common Stock”) and restricted shares of Common Stock (“Commitment fee Shares”). The Note carried an original issue discount of $8,000 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date and is convertible at any time into the Common Stock at a conversion price equal to $0.02 per share, subject to adjustment. The shares were valued on the date of issuance using the stock price on that day for a total value of $24,282. We also recognized a debt discount of $24,282. We amortized $19,093 of the debt discount during the three months ended March 31, 2021. The unamortized debt discount as of March 31, 2022 was $0. On January 29, 2021 this note was paid in full. Also on January 12, 2021 the company issued shares of its common stock as redemptions of $27,914 in cashless warrants.
On November 10, 2020 we entered into a convertible note payable for $53,000, with a maturity date of November 10, 2021, which accrues interest at the rate of 11% per annum. It is convertible six months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. On February 11, 2021 this note was paid in full.
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On December 18, 2020 we entered into a convertible note payable for $83,500, with a maturity date of December 18, 2021, which accrues interest at the rate of 11% per annum. It is convertible six months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. On March 11, 2021 this note was paid in full.
On December 27, 2021, we entered into a convertible note payable with Universal Scope Inc. for $650,000 with a maturity date of June 21, 2022, which accrues interest at the rate of 2% per annum. It is convertible at any time after its issuance and has fix conversion rate of $0.06 of our common stock.
Total due to Convertible Notes
March 31,2022 | December 31, 2021 | |||||||
Total convertible notes | $ | 1,171,818 | $ | 1,109,890 | ||||
Accrued Interest | 116,925 | 110,370 | ||||||
Debt Discount | ||||||||
Total | $ | 1,288,742 | $ | 1,220,260 |
Note 10 – 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 70% to 84%, a risk-free interest rate range of 0.15%, an exercise price range of $.0245 to $.0258 and a stock price of $. The remaining derivative liabilities were:
March 31, 2022 | December 31, 2021 | |||||||
Derivative Liabilities on Convertible Loans: | ||||||||
Outstanding Balance | $ | 240,669 | $ | 256,683 |
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Operating Rental Leases
As of May 1, 2017, our corporate headquarters are located at 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2017, the Company signed a lease agreement for a 18,200-square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2017. Future minimum lease payments for the years ending December 31, are: In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60-day notice for 1,000 Euro per month. Due to the short termination clause, we are treating this as a month-to-month lease.
Year | Lease Payment | |||
2022 | 249,132 | |||
2023 | 191,903 | |||
Imputed Interest | (19,792 | ) | ||
Net Lease Liability | $ | 421,243 |
As of March 31, 2022
Year | Lease Payment | |||
2022 | 186,849 | |||
2023 | 191,903 | |||
Imputed Interest | (14,047 | ) | ||
Net Lease Liability | $ | 364,709 |
Our lease expense for the three months ended March 31, 2022 and 2021 was $88,962 and $86,210 respectively.
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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.
NOTE 12 – 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 and designated a par value of $ 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 authorized shares.
On June 30, 2017, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to and in the number of our authorized preferred shares to . 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 . 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 . The amendment effecting the increase in our authorized capital was effective on September 27, 2019
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Common Stock Transactions
On July 6, 2020, Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $164,800, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $ per share (the “Common Stock”) and one million ( ) restricted shares of Common Stock (“Commitment fee Shares”). On December 31, 2020 this note was converted into shares of common stock, for a total of $171,229 including principal of 164,800 plus a accrued interest of $6,429 as a result this note was paid in full. Also on January 12, 2021 the company issued shares of its common stock as redemptions of $27,914 in cashless warrants.
On July 23, 2020 we issued shares of our common stock at a price of $ per share, in exchange for the conversion of shares of our Series D Preferred Stock.
On August 17, 2020, Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $103,000, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $ per share (the “Common Stock”) and one million ( ) restricted shares of Common Stock (“Commitment fee Shares”). The Note carried an original issue discount of $3,000 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date and is convertible at any time into the Common Stock at a conversion price equal to $0.02 per share, subject to adjustment. The shares were valued on the date of issuance using the stock price on that day for a total value of $19,211. We also recognized a debt discount of $17,861. We amortized $14,627 of the debt discount during the six months ended June 30, 2021. The unamortized debt discount as of March 31, 2022 was $0. This note was paid in full on January 8, 2021. Also on February 5, 2021 the company issued shares of its common stock as redemptions of $44,000 in cashless warrants.
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On October 14, 2020 Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Firstfire Global Opportunities Fund LLC, (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $168,000, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $ per share (the “Common Stock”) and restricted shares of Common Stock (“Commitment fee Shares”). These shares were issued on February 1, 2021 and shares were issued as a result of exercise of the warrants on May 28, 2021. This note was paid in full as of January 29, 2021.
On February 5, 2021 we issued shares of our common stock at a price of $ per share, in exchange for the conversion of shares of our Series D Preferred Stock.
On February 9, 2021 we issued 182,052 of accrued dividend for the series D Preferred Stock. shares of our common stock share, in exchange for the conversion of $
On February 9, 2021 we issued shares of our common stock at a price of $ per share, in exchange for the conversion of shares of our Series D Preferred Stock.
On February 23, 2021 we issued 3,754,720 of common stock at a purchase price of $ per share and of warrant at purchase price of 0.04 for an aggregate price of $ to an accredited investor in a private sale. An additional shares were issued as a result of a correction made to the original transaction.
On March 5, 2021 we issued 500,000 to an accredited investor in a private sale. of common stock at a purchase price of $ per share for an aggregate price of $
On March 10, 2021 we issued units of common stock at a purchase price of $ per share for an aggregate price of $ to an accredited investor in a private sale.
On March 12, 2021 we issued shares and of our common stock at a price of $ per share, in exchange for the conversion of shares of our Series D Preferred Stock and of accrued dividend for the series D preferred stock.
On September 2, 2021, 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 $4,000,000 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 Shares of common stock as an commitment fee, which was valued and expense in the amount of $47,699. On October 14, 2021, this Form S-1 became effective.
On September 13, 2021 we issued shares of common stock for a correction of a previous issuance error.
During the year ended December 31, 2021, we issued 294,016 in net proceeds and expensed $96,334 in legal and financing fees as a result. shares of common stock, under S-1 registration statement with GHS for a total of $
On December 31, 2021 we issued shares of our common stock under our Reg A offering at $ per share. These shares are unrestricted and free trading.
During the quarter ended March 31, 2022, we issued 134,755 in net proceeds and expensed $45,498 in legal and financing fees as a result. shares of common stock, under S-1 registration statement with GHS for a total of $
On February 21, 2022, we issued shares of our common stock under our Reg A offering at $ per share. These shares are unrestricted and free trading.
Common Stock
Our Articles of Incorporation authorize us to issue shares of common stock, par value $ per share. As of March 31, 2022 there were 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 shares of preferred stock, par value $ 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.
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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 shares of Series A Convertible Preferred Stock, shares of Series B Convertible Preferred Stock, and 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 .
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 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. shares of Preferred Series D Preferred agreed to lower the dividend rate to
In the first quarter of 2019, we signed agreements to issue 60,000 for the conversion of preferred series D shares , which were subsequently issued. shares of common stock valued at $ for a total value of $
We also recorded a $60,000 commitment fee in exchange for the “stand off” 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 shares of our common stock at a price of $ per share, in exchange for the conversion of shares of our Series D Preferred Stock.
On July 23, 2020 we issued shares of our common stock at a price of $ per share, in exchange for the conversion of shares of our Series D Preferred Stock.
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On February 5, 2021 we issued shares of our common stock at a price of $ per share, in exchange for the conversion of shares of our Series D Preferred Stock.
On February 9, 2021 we issued 182,052 of accrued dividend for the series D Preferred Stock. shares of our common stock share, in exchange for the conversion of $
On February 9, 2021 we issued shares of our common stock at a price of $ per share, in exchange for the conversion of shares of our Series D Preferred Stock.
On March 12, 2021 we issued shares of our common stock together with accrued preferred dividend at a price of $ per share, in exchange for the conversion of shares of our Series D Preferred Stock and accrued preferred dividend.
Warrants
A summary of warrant activity for the periods is as follows:
On July 6, 2020, Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $164,800, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $ per share (the “Common Stock”) and one million ( ) restricted shares of Common Stock (“Commitment fee Shares”). The Note carried an original issue discount of $4,800 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date and is convertible at any time into the Common Stock at a conversion price equal to $0.02 per share, subject to adjustment. On January 8, 2021, the cashless warrants were converted into 697,861 shares of our common stock.
On August 17, 2020, Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $103,000, a Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $ per share (the “Common Stock”) and one million ( ) restricted shares of Common Stock (“Commitment fee Shares”). The Note carried an original issue discount of $3,000 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date and is convertible at any time into the Common Stock at a conversion price equal to $0.02 per share, subject to adjustment. On February 1, 2021 the cashless warrants were converted into 1,100,000 shares of our common stock.
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On February 23, 2021 we issued 3,754,720 of warrant at purchase price of 0.04 for an aggregate price of $ to an accredited investor in a private sale. An additional shares were issued as a result of a correction made to the original transaction. These warrants expire on February 23, 2022. of common stock at a purchase price of $ per share and
Warrants - Common Share Equivalents | Weighted Average Exercise price | Warrants exercisable - Common Share Equivalents | Weighted Average Exercise price | |||||||||||||
Outstanding December 31, 2021 | 8,754,720 | $ | 0.04 | 8,754,720 | $ | 0.04 | ||||||||||
Expired | 3,754,720 | 3,754,720 | 0.04 | |||||||||||||
Exercised | ||||||||||||||||
Outstanding March 31, 2022 | 5,000,000 | $ | 0.04 | 5,000,000 | $ | 0.04 |
Stock Options
We currently have no outstanding stock options.
NOTE 13 – 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. The amount of parts purchases in the 1st quarter of 2022 was $8,180. Our Board of Directors has approved the transactions between Billet Electronics and the Company.
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 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.
Subsequently on May 11th this note was amended and the maturity date was extended to October 8, 2023, and the restriction on the conversion of the note was removed if the holder of this note holds over 9.9% of the Company’s common stock. On June 24, 2021 MGW I converted $75,000 of the outstanding balance of this note into shares of company’s common stock
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On May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 1,999,200, or $ per Unit, with each unit consisting of one share of common stock, par value $ 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. units (each a “Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $
In the fourth quarter of 2019 MGW Investment I Limited, advanced $167,975, with no terms or interest rate. The outstanding balance on this advance on March 31, 2022 is $167,975
On March 24, 2021, the Company transferred $500,000 to MGWI, an affiliate of the majority stockholder of the Company to hold in trust for our investment in two planned ventures in China. The two potential investments are still pending.
On June 24, 2021 MGW I converted $75,000 from the outstanding balance of their convertible note into shares of company’s common stock.
Note 14 - WARRANTY LIABILITY
For the quarter ended March 31, 2022, and for the year ended December 31, 2021 there was no change in our warranty liability. We estimate our warranty liability based on past experiences and estimated replacement cost of material and labor to replace the critical turbine in the units that are still under warranty.
NOTE 15 – NON-CONTROLLING INTEREST
On June 24, 2021 the Company formed CETY Capital LLC a wholly owned subsidiary of CETY. In addition, the company established CETY Renewables Ashfield LLC (“CRA”) a wholly owned subsidiary of Ashfield Renewables Ag Development LLC(“ARA”) with our partner, Ashfield AG (“AG”). The purpose of the joint venture is the development of a pyrolysis plant established to convert woody feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The CRA is located in Ashfield, Massachusetts. Based upon the terms of the members’ agreement, the CETY Capital LLC owns a 75% interest and AG owns a 25% interest in Ashfield Renewables Ag Development LLC.
The consolidated financial statements reflect 100% of the assets and liabilities of CRA and report the current non-controlling interest of AG. The full results of CRA operations are reflected in the statement of income with the elimination of the non-controlling interest identified.
NOTE 16 – SUBSEQUENT EVENTS
During the April of 2022, we issued 153,324 in net proceeds and expensed $34,500 in legal and financing fees as a result. shares of common stock, under S-1 registration statement with GHS for a total of $
On May 6, 2022, we entered into a Securities Purchase Agreement with Mast Hill, L.P. (Mast Hill”) pursuant to which the Company issued to Mast Hill a $750,000 Convertible Promissory Note, due May 6, 2023 (the “Note”) for a purchase price of $675,000.00 plus an original issue discount in the amount of $75,000.00, and an interest rate of fifteen percent (15%) per annum. In addition, the Company issued Mast Hill a five-year warrant (“Warrant”) to purchase 9,375,000 shares of Common Stock in connections with this transactions.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Description of the Company
We specialize in renewable energy & energy efficiency systems design, manufacturing and project implementation. We were incorporated in California in July 1995 under the name Probe Manufacturing Industries, Inc. We redomiciled to Nevada in April 2005 under the name Probe Manufacturing, Inc. We provided 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.
Clean Energy Technologies, Inc. established a wholly owned subsidiary called CETY Capital, a financing arm of CETY to fund captive renewable energy projects producing low carbon energy. CETY Capital will add flexibility to the capacity CETY offers its customers and fund projects utilizing its products and clean energy solutions.
CETY Capital retains 75% ownership interest in Ashfield Renewables Ag Development LLC, which has established CETY Renewables Ashfield LLC a wholly owned low carbon energy company developing a biomass plant.
Clean Energy Technologies (H.K.) Limited., a wholly owned subsidiary of Clean Energy Technologies Inc. acquired 100% ownership of Leading Wave Limited a liquid natural gas trading company in China.
The Company has four reportable segments: Clean Energy HRS (HRS), CETY Europe, CETY Renewables Ashfield, CETY HK 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.
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.
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Who We Are
We develop renewable energy products and solutions and establish partnerships in renewable energy that make environmental and economic sense. Our mission is to be a segment leader in the Zero Emission Revolution by offering recyclable energy solutions, clean energy fuels and alternative electric power for small and mid-sized projects in North America, Europe, and Asia. We target sustainable energy solutions that are profitable for us, profitable for our customers and represent the future of global energy production.
Our principal businesses
Waste Heat Recovery Solutions – we recycle wasted heat produced in manufacturing, waste to energy and power generation facilities using our patented Clean CycleTM generator to create electricity which can be recycled or sold to the grid.
Waste to Energy Solutions - we convert waste products created in manufacturing, agriculture, wastewater treatment plants and other industries to electricity, renewable natural gas (“RNG”), hydrogen and bio char which are sold or used by our customers.
Engineering, Consulting and Project Management Solutions – we bring a wealth of experience in developing clean energy projects for municipal and industrial customers and Engineering, Procurement and Construction (EPC) companies so they can identify, design and incorporate clean energy solutions in their projects.
LNG Trading Operations
Our LNG trading operations in China is to source and supply LNG to industries and municipalities located in the southern part of Sichuan Province and portions of Yunnan Province. The LNG is principally used for heavy truck refueling stations and urban or industrial users in areas that do not have a connection to local LNG pipeline systems. We purchase large quantities of LNG from large wholesale LNG depots at fixed prices which are prepaid for in advance at a discount to market. We sell the LNG to our customers at prevailing daily spot prices for the duration of the contracts.
Business and Segment Information
We design, produce and market clean energy products and integrated solutions focused on energy efficiency and renewable energy. Our aim is to become a leading provider of renewable and energy efficiency products and solutions by helping commercial companies and municipalities reduce energy waste and emissions, lower energy costs and generate incremental revenue by providing electricity, renewable natural gas and biochar to the grid.
Segment Information
Our four segments for accounting purposes are:
Clean Energy Solutions - our Waste Heat Recovery Solutions, Waste to Energy Solutions, China LNG initiatives and Engineering and Consulting Services which are the core offerings of our business.
CETY Europe – our subsidiary established in Italy for the purposes of servicing our customers in the EU that we are required to report as a separate accounting entity.
Electronic Manufacturing Business - our legacy electronics manufacturing business that do not contribute significantly to our revenues or business plan that we are required to report as a separate accounting entity.
LNG Trading Operations
Our LNG trading operations in China is to source and supply LNG to industries and municipalities located in the southern part of Sichuan Province and portions of Yunnan Province. The LNG is principally used for heavy truck refueling stations and urban or industrial users in areas that do not have a connection to local LNG pipeline systems. We purchase large quantities of LNG from large wholesale LNG depots at fixed prices which are prepaid for in advance at a discount to market. We sell the LNG to our customers at prevailing daily spot prices for the duration of the contracts.
Summary of Operating Results the three months Ended March 31, 2022 Compared to the same period in 2021
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 $507,830 and a working capital deficit of $3,843,110 as of March 31, 2022 The company also had an accumulated deficit of $17,536,520 as of March 31, 2022 and used $538,065 in net cash from operating activities for the three months ended March 31, 2022. 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, 2022; we had a net loss of $112,589 compared to a net profit of $1,068,584 for the same period in 2021. The increase in the net profit in 2021 was mainly due to the increase in gain on derivative in 2021, The three months ended March 31, 2022; our revenue was $775,266 compared to $135,275 for the same period in 2021. For the three months ended March 31, 2022, our gross margin was 66% compared to 83% for the same period in 2021. For the three months ended March 31, 2022, our operating expense was $499,023 compared to $479,066 for the same period in 2021. For the three months ended March 31, 2022; we had a profit from operations of $15,169 compared to a net loss from operations of 336,938 for the same period in 2021.
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 of the three Ended March 31, 2022, Compared to the three ended March 31, 2021
Net Sales
The Company has five reportable segments: Clean Energy HRS (HRS), Cety Europe srl, Cety Renewables Ashfield, CETY Waste to Energy division and engineering & manufacturing services division (Electronic Assembly).
Segment breakdown
The three months ended March 31, 2022, our revenue from Engineering and Manufacturing was $32,280 compared to $30,229 for the same period in 2021.
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The three months ended March 31, 2022, our revenue from HRS was $441,193 compared to $66,000 for the same period in 2021. This increase was mainly because of more interest in heat recovery projects.
The three months ended March 31, 2022, our revenue from CETY Europe was $33,827 compared to $39,045 for the same period in 2021.
The three months ended March 31, 2022, our revenue from our wholly owned subsidiary JHJ was $267,966 compared to $0 for the same period in 2021.
Gross Profit
The three months ended March 31, 2022; our gross profits were $514,193 compared to $112,128 for the same period in 2021. The increase in gross profit was due to higher revenues.
Segment breakdown
The three months ended March 31, 2022, our gross profit from Engineering and Manufacturing was $23,986 compared to $21,526 for the same period in 2021.
The three months ended March 31, 2022, our gross profit from HRS was $400,487 compared to $53,828, for the same period in 2021. The increase from the HRS segment was mainly due to higher revenue in the first quarter of 2022.
The three months ended March 31, 2022, our gross profit from CETY Europe was $28,986 compared to $36,774 for the same period in 2021.
The three months ended March 31, 2022, our gross profit from our wholly owned subsidiary JHJ was $60,733 compared to $0 for the same period in 2021.
Selling, General and Administrative (SG&A) Expenses
The three months ended March 31, 2022; our SG&A expense was $92,935 compared to $102,381 for the same period in 2021.
Salaries Expense
The three months ended March 31, 2022; our Salaries expense was $191,217 compared to $221,647 for the same period in 2021. The decrease in the quarter ending in March 31, 2022 was due to less number of employees.
Travel Expense
The three months ended March 31, 2022; our travel expense was $27,734 compared to $15,013 for the same period in 2021.
Professional fees Expense
The three months ended March 31, 2022; our Professional fees expense was $64,853 compared to $45,742 for the same period in 2021. The increase in legal fees was due to more contract and agreement related work.
Facility Lease and Maintenance Expense
The three months ended March 31, 2022; our Facility Lease and maintenance expense was $88,962 compared to $86,210 for the same period in 2021.
Depreciation and Amortization Expense
The three months ended March 31, 2022, our depreciation and amortization expense was $7,519 compared to $8,073 for the same period in 2021, which remained relatively unchanged.
Change in Derivative Liability
The three months ended March 31, 2022; we had a gain on derivative liability of $16,014 compared to a gain of $1,749,173 for the same period in 2021. The gain in derivative liability was due to paying off several convertible notes in the three months ended March 31, 2021.
Gain on debt settlement
The three months ended March 31, 2022 we recognized a gain on debt settlement in the amount of $0 compared to $0 for the three months ended March 31, 2021.
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Interest and Finance Fees
The three months ended March 31, 2022 interest and finance fees were $132,470 compared to $313,651 for the same period in 2021. The decrease was due to payoff of several notes in 2021.
Net Income / Loss
The three months ended March 31, 2022; our loss was $112,589 compared to net profit of $1,068,584 for the same period in 2021. This increase was primarily due to the gain on derivative liability in 2021.
Liquidity and Capital Resources
Clean Energy Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 2022
(unaudited)
2021 | 2020 | |||||||
Net Cash provided / (Used) In Operating Activities | $ | (538,065 | ) | $ | (663,192 | ) | ||
Cash Flows Used In Investing Activities | (805,751 | ) | - | |||||
Cash Flows Provided / (used) By Financing Activities | 1,368,157 | 3,184,216 | ||||||
Net (Decrease) Increase in Cash and Cash Equivalents | $ | 28,902 | $ | 2,521,024 |
On February 21 the Company completed public and private financing of an aggregate of $1,202,800.
Capital Requirements for long-term Obligations
None.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Future Financing
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.
Off-Balance Sheet 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.
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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, 2022, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 15, 2022, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company is involved in litigation incidental to the conduct of its business. The Company is presently not involved in any legal proceedings which in the opinion of management are likely to have a material adverse effect on the Company’s consolidated financial position or results of operations.
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, 2021.
Item 2. Unregistered Sales of Equity Securities
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 1st quarter of 2020.
On February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 800 shares of our Series D Preferred Stock.
On July 23, 2020 we issued 3,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 1,200 shares of our Series D Preferred Stock.
On February 5, 2021 we issued 3,000,000 shares of our common stock at a price of $.08 per share, in exchange for the conversion of 1,200 shares of our Series D Preferred Stock.
On February 9, 2021 we issued 2,275,662 shares of our common stock share, in exchange for the conversion of $182,052 of accrued dividend for the series D Preferred Stock.
On March 12, 2021 we issued 1,625,000 shares and 2,068,588 of our common stock at a price of $.08 per share, in exchange for the conversion of 650 shares of our Series D Preferred Stock and 165,487 of accrued dividend for the series D preferred stock.
On June 28 , 2021 MGW I converted $75,000 from the outstanding balance of their convertible note into 25,000,000 shares of company’s common stock.
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On September 2, 2021 the company issued 1,142,459 as inducement shares. To GHS Investment for the equity line of credit at $0.0475 per share.
On September 13, 2021 the company issued 1,100,630 as issuance correction. To GHS Investment for the equity line of credit at $0.0475 per share.
On December 31,2021 the company issued 9,833,750 at a purchase price of $0.08 pre the 1A subscription agreement.
On February 21, 2022, we issued 15,035,000 shares of our common stock under our Reg A offering at $.08 per share. These shares are unrestricted and free trading.
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.
Item 6. Exhibits
The exhibit listed on the Exhibit Index (following the signatures section of this quarterly report dated March 31, 2022 on Form 10-Q are included, or incorporated by reference, in this three months ended March 31, 2022 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* | Inline XBRL Instance Document | Furnished herewith. | ||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | Furnished herewith. | ||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Furnished herewith. | ||
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | Furnished herewith. | ||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Furnished herewith. | ||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | Furnished herewith. | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*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.
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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 16 th day of May, 2022
Clean Energy Technologies, Inc. | ||
REGISTRANT | ||
/s/ Kambiz Mahdi | ||
By: | Kambiz Mahdi | |
Chief Executive Officer | ||
Date: May 16, 2022 Update all dates to signing to signing date | ||
/s/ Calvin Pang | ||
By: | Calvin Pang | |
Chief Financial Officer | ||
Date: May 16, 2022 |
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: May 16, 2022 |
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