Item 4. Controls and Procedures
Item
4. Controls and Procedures
Evaluation
of disclosure controls and procedures
Our
management, with the participation of William R. Downs, our principal executive officer, and Jeffrey J. Guzy, our principal financial
officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024, the end of the period covered
by this Quarterly Report, pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls
and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures
must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their costs.
Based
on management’s evaluation, Messrs. Downs and Guzy concluded that our disclosure controls and procedures as of the end of
the period covered by this report were not effective in ensuring that information required to be disclosed by us in reports that
we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s
management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.
We
will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over
financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or
improvements, as necessary and as funds allow.
Changes
in internal control over financial reporting
We
regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve
controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include
such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
There
were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2024, that
have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
25
PART
II – OTHER INFORMATION
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