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 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act, of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15(b) of the Exchange Act, an evaluation as of December 31, 2025 was conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025.
(b) Report of Management on Internal Control over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management including our of our chief executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.
Based on our evaluation under the 2013 Internal Control—Integrated Framework, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was not effective as of December 31, 2025. The material weaknesses identified by management included:
Deficiencies in controls over financial reporting that resulted in the restatement of previously issued financial statements.
Deficiencies in controls over revenue recognition and the application of ASC 606.
Deficiencies in controls over the accounting for complex financial instruments.
Deficiencies in controls over the valuation and collectability of certain receivables and other assets.
Deficiencies in controls over the financial statement close and review process.
During 2025 and in connection with the restatement process, management performed additional reviews and analyses related to revenue recognition, receivables, complex financial instruments, and financial statement preparation. Management also engaged external accounting advisors to assist in evaluating the appropriate accounting treatment for certain transactions and in strengthening the financial reporting process. Management continues to evaluate and implement additional remediation measures designed to address the material weaknesses described above. Consistent with the auditor’s letter, management is in the process of evaluating and implementing changes in internal control to address these matters.
(c) Changes in Internal Control over Financial Reporting
During the preparation of the restated financial statements, management performed additional reviews and analyses related to revenue recognition, accounts receivable, warrant accounting, and certain historical accounting matters. Management also worked with external accounting advisors and the Company’s independent registered public accounting firm to evaluate the appropriate accounting treatment for these matters. While these activities enhanced management’s review process, they did not constitute a material change in the Company’s internal control over financial reporting during the period.
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