Clean Energy Technologies, Inc.
For the period ended Dec 31, 2025. Filed Jun 5, 2026.
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FY2025 · Filed Jun 5, 2026
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Item 8. Report of independent registered public accounting firm
To the Board of Directors and
Stockholders of Clean Energy Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Clean Energy Technologies, Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1, Management’s plans to alleviate the conditions raising substantial doubt about the Company’s ability to continue as a going concern include obtaining additional debt and equity financing, securing project-level financing for its development projects, advancing the Vermont Renewable Gas project and other clean energy initiatives toward construction and commercialization, pursuing strategic business opportunities and partnerships, and continuing efforts to generate revenue from existing operations while managing operating costs. While management believes these plans are achievable, there can be no assurance that such plans will be successfully implemented or that the Company will attain profitable operations and positive cash flows.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition for Performance Obligations Satisfied Over Time
Description of the Critical Audit Matter: As discussed in Note 2 to the consolidated financial statements, recognizing revenue from Engineering, Procurement, and Construction (EPC) agreement(s) is based on reasonable measures of progress toward complete satisfaction of the performance obligation.
How the Critical Audit Matter Was Addressed in the Audit: The related audit effort in evaluating management’s judgments in determining revenue recognition for these agreements was extensive and required a high degree of auditor judgment.
Our audit procedures related to evaluating the Company’s accounting for revenue recognized from these revenue agreements, among others:
| ● | We reviewed the contract terms and evaluated that the agreement has commercial substance, given the related party nature of the transaction, and that all of the considerations have a reasonable probability to be substantially collected based on supporting evidence. |
| ● | We reviewed and verified the performance obligation(s) in the contract to be a series of distinct goods and services that are substantially the same and have the same pattern of transfer to the customer. |
| ● | We confirmed the transaction price with the related party and evaluated the reasonableness of the gross profit margin and budgeted costs allocated to the completion of the performance obligation. |
| ● | We evaluated whether billing methods were aligned with the satisfaction of performance obligations guidance under revenue recognition accounting principles generally accepted in the United States. |
| ● | We verified whether costs under the input method directly contributed to the completion of the performance obligation based on audit evidence. |
| ● | We have obtained the evidence of founding program and other founding source to ensure the collectability of the project when it is commissioning. |
| ● | We have obtained the evidence that the project for physical construction will commence in the fourth quarter of 2026. |
Deconsolidation of Shuya and Change to Equity Method to Consolidation in 2024
Description of the Critical Audit Matter: As described in Note 15, effective January 1, 2024, the Company determined that Shuya is no longer a variable interest entity of JHJ as a result of the removal of Consistent Action Agreements so we begin to deconsolidate Shuya on January 1, 2024 and change from consolidation in 2023 to equity method in 2024.
How the Critical Audit Matter Was Addressed in the Audit: We identified the Company’s enterprise value and consideration paid as a critical audit matter because of the significant estimates and assumptions management used in the estimate of the acquisition date fair value, including forecasts of future revenues and expenses and the selection of the discount rates. Auditing management’s forecasts of future revenues and expenses as well as the selection of the discount rates involved a high degree of auditor judgment and increased audit effort, including the use of our valuation specialists, as changes in these assumptions could have a significant impact on the value of the purchase consideration.
Our audit procedures consisted of the following, among others:
| ● | We read the termination of the Consistent Action Agreements to understand and evaluate the terms of the transaction to determine that the Company no longer has control and change from consolidation in 2023 to equity method in 2024. |
| ● | We obtained the Company’s third-party expert valuation report to gain an understanding of the processes and key assumptions for estimating the fair value of the equity investment based on the business enterprise value and fair value of non-controlling interest on January 1, 2024 to calculate the gain and loss from the deconsolidation. |
| ● | We utilized our internal valuation specialists to evaluate the adequacy and appropriateness of the methodologies and assumptions, including the weighted-average cost of capital, the discount rate, the discounted cash flows method used by the Company’s third-party valuation expert in developing the estimated fair value of the equity investment as of January 1, 2024, fair value of con-controlling interest, and to calculate the gain and loss from the deconsolidation. |
| ● | We assessed the reasonableness of management’s cash flow forecasts based on historical results, revenue growth assumptions and expected inflation. |
| ● | We performed independent calculations to test the reasonableness and mathematical accuracy of the fair values concluded by the Company. |
| ● | We evaluated the qualifications of the Company’s third-party valuation expert based on credentials, reputation and experience. |
| ● | We assessed the appropriateness of the disclosures in the consolidated financial statements. |
Impairment of Goodwill and Indefinite-Lived Assets
Description of the Critical Audit Matter: As described in Note 2 and further in Note 6 to the consolidated financial statements, indefinite-lived assets are reviewed for impairment on an annual basis as of December 31, or more frequently if events or circumstances indicate that the asset may be impaired. For the Company’s intangible assets, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset’s carrying value. At December 31, 2025, the total carrying value of the Company definite and indefinite-lived intangible asset was approximately $1.17 million.
How the Critical Audit Matter was Addressed in the Audit: We determined the assessment of the fair values of the Goodwill and LWL Intangibles as a critical audit matter due to complex and highly judgmental due to the significant estimation required in determining the fair value of the asset. The fair value estimate was sensitive to significant assumptions such as forecasted revenues, margin and an overall discount rate, each of which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the assumptions, adverse changes to management’s estimates could reduce the underlying cash flows used to estimate fair value and trigger impairment charges.
Our audit procedures consisted of the following, among others:
| ● | We specifically tested the estimated fair value of the Company’s China intangible asset (LWL Intangibles), we performed audit procedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in the valuation model including forecasted cash flow, profit and loss, growth rate, and margin. |
| ● | We compared significant assumptions to current industry, market and economic trends, and to the Company’s historical results. |
| ● | We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the China intangible asset that would result from changes in assumptions. |
| ● | We also involved an internal valuation specialist to assist in our evaluation of the Company’s consultant report and legal due diligence report. |
/s/ TAAD, LLP
We have served as the Company’s auditor since 2023.
Diamond Bar, California
June 04, 2026
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