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Item 4. Controls and Procedures

2025-09-22 compared with 2011-10-20 · 40 added, 21 removed, 3 unchanged (95% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management has conducted an evaluation, with the participation of our principal executive and principal acting financial officers, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based upon that evaluation, our principal executive and principal financial officer have concluded that our disclosure controls and procedures were not sufficiently effective in reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act.

While our disclosure controls and procedures have improved, we believe there is room for further improvement.

Management is currently evaluating the situation with a view to making further improvements during our Fiscal Year 2011.

The reconciliation of monthly accounts has not been managed in a timely manner, which has resulted in the account information required for consolidated financial reports being received late.

We intend to recruit a Chief Financial Officer with experience in US GAAP accounting and SEC filing procedures in order to improve our accounting and reporting procedures and preparation of our Annual Report on Form 10-K for the year ending October 31, 2011.

We will not be directly operating power plants under the joint venture and licensing agreement with Futenco.

We do not intend to finance the operations of power plants in the future.

The divesture of Clenergen India has allowed us to focus on generating revenues from development fees, license fees, sale of biomass feedstock, distributions from our joint venture investments and other projects.

Internal controls and procedures to account for these revenue streams do not require us to have our own management operating the subsidiary companies.

We anticipate that we have one seat on the board of directors for each company where we have a minority equity interest.

Our director will be responsible on a monthly basis for providing us with information which shall include, but not be limited to, monthly account statements, quarterly financial reports, agreements, profit and loss statements, employee staffing and incentive programs and other information that is relevant to the operations of these companies or is required in order for us to timely and accurately report on our financial results and financial position.

Changes in Internal Control over Financial Reporting

We have changed our internal control over financial reporting as a result of the divesture of Clenergen India and no longer are required to consolidate the accounts from this former majority-owned subsidiary.

As noted above, we intend to recruit experience management in financial reporting and accounting matters and are in the process of evaluating possible solutions to the material weaknesses to our internal controls and procedures which have been identified.

We intend to disclose any new controls and procedures or changes to current controls and procedures as they are implemented.

As a 40% shareholder in the Joint Venture Entities, the Company reserves the right to receive monthly statement of accounts and any other such information required in order to meet regulatory reporting requirements.

As required by Rule 13a-15 of the Securities Exchange

Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures

(as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report.

Based on this

evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this

report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company

in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time

periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and

communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions

regarding required disclosure.

The conclusion that our disclosure controls and procedures were not effective was due to the presence of

the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small

(i) inadequate segregation of duties and effective risk assessment;

and (ii) insufficient written policies and procedures for accounting

and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles

and Securities and Exchange Commission guidelines.

Management anticipates that such disclosure controls and procedures will not be effective

until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design

of our internal controls over financial reporting.

During the period covered by this quarterly report on Form 10-Q, we have not been able

to remediate the material weaknesses identified above.

To remediate such weaknesses, we plan to implement the following changes during

our fiscal year ending October 31, 2025, subject to obtaining additional financing:

(i) appoint additional qualified personnel to address

inadequate segregation of duties and ineffective risk management;

and (ii) adopt sufficient written policies and procedures for accounting

and financial reporting.

The remediation efforts set out above are largely dependent upon our securing additional financing to cover the

costs of implementing the changes required.

If we are unsuccessful in securing such funds, remediation efforts may be adversely affected

in a material manner.

Because of the inherent limitations in all control

systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because

of simple error or mistake.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting

during the quarter ended April 30, 2025 that have materially affected or are reasonably likely to materially affect, our internal control

over financial reporting.

PART II - OTHER INFORMATION

Legal Proceedings.

Not applicable.

Risk Factors.

Not applicable.

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.

What changed 10-Q/A

Item 4. Controls and Procedures