SecProbe.io

CORRESP
1
filename1.htm

    |

At the Crossroads of Law, Technology and Finance
    1872
Pleasantville Road, Suite 177

Briarcliff Manor, NY 10510

        Tel: (914)
        762-4265

        Fax: (212)
        202-6055

        Robert
        Newman

        rj@newlawtech.com

January
3, 2020

VIA
EDGAR

Division
of Corporate Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

    RE:
    Amendment
    No. 2 to Clean Energy Technologies, Inc. Offering Statement

    on
    Form 1-A Filed September 27, 2019 File No. 024-11085

Ladies
and Gentlemen,

On
behalf of our client Clean Energy Technologies, Inc. (the “Company”), set forth set forth below are the Company’s
responses to the comments of the Division of Corporation Finance of the Securities and Exchange Commission, dated December 31,
2019, pertaining to the Company’s Form 1-A originally filed on September 27, 2019 as amended and filed on December 19, 2020.
The numbered paragraphs below set forth your letter’s comments, followed by the Company’s responses to those comments.

Use
of Proceeds, page 19

1.
We note your revised disclosure in response to prior comment 4. Please refer to Instruction 6 to Item 6 of Part II of Form 1-A.
If any material part of the proceeds is to be used to discharge indebtedness, describe the material terms of such indebtedness.
If the indebtedness to be discharged was incurred within one year, describe the use of the proceeds arising from such indebtedness.

The
Company has revised its disclosure in light of the Staff’s comment. Please see page 20 of the Company’s Form
1-A/A.

Dilution,
page 21

2.
We note your computations of net tangible book value prior to and after the offering appear to include intangible assets. Please
explain to us the basis for including these assets in your computations of net tangible book value or revise your disclosures
as appropriate.

    Division of Corporate Finance
 Office of Manufacturing
 January 3, 2020
 Page 2 of 2

Response:
The Company has removed the intangible assets from its computation of net tangible book value in the Dilution Table. Please see
page 22 of the Company’s Form 1-A/A.

Please
feel free to contact the undersigned in connection with any questions regarding this response by email at RJ@Newlawtech.com
or at (917) 494-9974.

    Yours
    Sincerely,

    THE
                                         NEWMAN LAW FIRM, PLLC

    /s/
    Robert Newman

    Name:
    Robert
    Newman

    Title:
    Managing
    Member