3 unchanged sentences
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
−Removed: In connection with the preparation of this Form 10-Q for the three and nine months ended December 31, 2024, an evaluation was performed under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in and pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
−Removed: Based on this evaluation, our CEO and CFO have concluded that, as of December 31, 2024, due to the material weaknesses in our internal control over financial reporting described below, our disclosure controls and procedures were not effective.
−Removed: Material Weakness
+Added: In connection with the preparation of this Form 10-Q for the three months ended June 30, 2025, an evaluation was performed under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in and pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
+Added: Based on this evaluation, our CEO and CFO have concluded that, as of June 30, 2025, due to the material weaknesses in our internal control over financial reporting described below, our financial reporting controls and procedures were not effective.
+Added: Notwithstanding the identified material weakness, management believes the consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our consolidated financial position and consolidated results from operations and cash flows for the quarter ended June 30, 2025, and our financial condition as of each such date and have been prepared in conformity with GAAP.
+Added: Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.
−Removed: Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
−Removed: GAAP and includes those policies and procedures that:
+Added: Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO and effected by our Board, management and other
+Added: personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
−Removed: ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.
−Removed: GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
+Added: ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
+Added: We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, 2025 because of the material weakness described below.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.
−Removed: The following material weaknesses were identified:
−Removed: ● There was an inappropriate tone at the top established by certain former senior executives.
−Removed: For example, certain former senior executives delayed shipments of parts under the FPP service contracts, which because of our incorrect accounting for our FPP program resulted in delayed recording of the associated expense and liabilities on the Company’s financial statements.
−Removed: These business practices were also not properly communicated to our Board, Audit Committee, or independent registered public accounting firm.
−Removed: ● We lacked sufficient qualified professionals with an appropriate level of accounting and internal control knowledge, training and experience to (i) appropriately analyze, record and disclose accounting matters timely and accurately and (ii) design and maintain effective internal control over financial reporting.
−Removed: ● We did not perform a sufficient review of accounting policies to ensure ongoing adherence with U.S.
−Removed: ● We did not design and maintain effective controls over financial reporting for systems, products, parts, and accessories sales subject to bill and hold arrangements with customers.
−Removed: ● We did not design and maintain effective controls over financial reporting related to the proper accounting, presentation and disclosure for FPP service contracts, including the cost recognition of parts and labor associated with FPP service contracts.
+Added: The following material weakness was identified:
+Added: ● We did not design and maintain effective controls over financial reporting related to the proper accounting, presentation and disclosure for FPP service contracts, including controls relating to the relevant information technology systems used in this process.
Management’s Remediation Plan
−Removed: Management, with the direction and oversight of the Audit Committee and the Board of Directors, is engaged in remediation actions to address the material weaknesses described above.
+Added: Management, with the direction and oversight of the Audit Committee and the Board of Directors, is engaged in remediation actions to address the material weakness described above.
The Company’s remediation actions include, but are not limited to the following:
−Removed: ● The Company has reinforced and will continue to reinforce its tone at the top through employee meetings, CEO letters, management training and enhanced communication of the Company’s values and expected business conduct to their personnel directly from the Company’s senior leadership.
−Removed: ● Management has enhanced our quarterly disclosure committee meetings to require additional communication of business activities to the appropriate finance and accounting personnel and to our Board and Audit Committee as required.
−Removed: ● The Company has hired and continues to hire additional accounting and compliance personnel as is necessary to maintain an effective control environment commensurate with our financial reporting requirements.
−Removed: Management will continue to assess the composition of its resource needs, both internal and external, which may include hiring additional accounting and compliance resources, including engaging in third-party advisors when necessary.
−Removed: ● Management has implemented a formal process to periodically review and update accounting policies.
−Removed: ● Management has reviewed and refined the Company’s current accounting memorandums related to product, parts, and accessories sales and FPP service contracts to address the proper financial reporting considerations.
−Removed: Additionally, management has enhanced the design of and implemented controls over financial reporting for (i) systems, products, parts, and accessories sales subject to bill and hold arrangements with customers and (ii) FPP service contracts, including the cost recognition of parts and labor associated with FPP service contracts.
−Removed: We believe these measures will remediate the material weaknesses, but management is assessing the need for any additional steps to remediate the underlying causes that gave rise to these weaknesses.
−Removed: The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
+Added: ● Management has reviewed and refined the Company’s current accounting memorandums related to FPP service contracts to address the proper financial reporting considerations.
+Added: Additionally, management is enhancing the design of and implementing controls over financial reporting for FPP service contracts, including controls over the Information Technology systems specifically used in Company’s process for receiving notice of FPP claims.
+Added: We believe these measures will remediate the material weakness, but management is assessing the need for any additional steps to remediate the underlying causes that gave rise to this weakness.
+Added: The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
There is no assurance that additional remediation steps will not be necessary.
−Removed: Changes in Internal Control Over Financial Reporting
−Removed: Except as described above, there were no changes in our internal control over financial reporting during the most recent fiscal quarter that were identified in connection with management’s evaluation required by paragraph (d) of Rules 13d-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting during the most recent fiscal quarter that were identified in connection with management’s evaluation required by paragraph (d) of Rules 13d-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent limitations of the Effectiveness of Internal Control
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Legal Proceeding s
−Removed: Refer to Note 13 – Commitments and Contingencies — Legal Matters, in the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for information regarding legal proceedings in which we are involved.
+Added: Refer to Note 17 – Commitments and Contingencies — Legal Matters, in the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for information regarding legal proceedings in which we are
The Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business.
6 unchanged sentences
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
−Removed: Changes in U.S.
−Removed: and international trade policies, including the export and import controls and laws, particularly with regard to China, Mexico and Canada, may adversely impact our business and operating results.
−Removed: While our production is located in the United States, a high percentage of our parts used in the production of our vehicles are sourced from China, Mexico and Canada.
−Removed: While we believe this is the best strategic business model, it also is more subject to risks associated with international trade conflicts including between the United States and such countries, particularly with respect to export and import controls and laws.
−Removed: During his previous administration, President Donald J.
−Removed: Trump advocated for greater restrictions on international trade in general, which significantly increased tariffs on certain goods imported into the United States - particularly from China.
−Removed: President Trump also took steps toward restricting trade in certain goods.
−Removed: In response, China and other countries imposed similar retaliatory tariffs and other measures and such international trade conflicts continued under the Biden administration.
−Removed: President Trump has spoken regularly about his desire to implement additional tariffs on foreign products during his forthcoming administration.
−Removed: For example, the new U.S.
−Removed: presidential administration has imposed and has threatened to impose tariffs on foreign imports into the United States from certain jurisdictions, including jurisdictions from which we import components of our microturbine systems.
−Removed: Rising political tensions could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets.
−Removed: Additionally, increasing tariffs could impact raw material prices, the cost of component parts and transportation.
−Removed: Any of the foregoing could have an adverse effect on our business, prospects, financial condition and results of operations.
−Removed: Our shares of common stock traded from time to time on the OTC Pink Sheet Market.
−Removed: Our common stock is subject to reporting of quotation on the OTC Markets Group, Inc.
−Removed: Pink Open Market Platform (“Pink Sheets”) under the symbol CGEH.
−Removed: There is currently only a limited trading market in the Company’s shares.
−Removed: There can be no assurance that there will be an active trading market for our securities.
−Removed: In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.