Item 4. Controls and Procedures
Item 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we carried out
an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer (“CEO”) and our Chief
Financial Officer (“CFO”), of the effectiveness of the design and operation of
our disclosure controls and procedures, or “disclosure controls,” as defined in
the Exchange Act Rule 13a-15(e). Disclosure controls are controls and
procedures designed to reasonably ensure that information required to be disclosed
in our reports filed under the Exchange Act, such as this Quarterly Report, is
recorded, processed, summarized, and reported within the periods specified in
the SEC’s rules and forms. Disclosure controls include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to our management, including our CEO and CFO, or persons
performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure. Our disclosure controls include some, but not
all, components of our internal control over financial reporting. Based upon
that evaluation, our CEO and CFO concluded that our disclosure controls and procedures
were effective as of December 31, 2024.
CHANGES IN INTERNAL CONTROL
OVER FINANCIAL REPORTING
On August 19, 2024, our
subsidiary, e Plus Technology, inc., acquired 100% of the membership
interests of Bailiwick. We excluded Bailiwick from our
evaluation of the effectiveness of our internal control over financial
reporting for the quarter ended December 31, 2024. We
are in the process of integrating Bailiwick into our system of internal control
over financial reporting. Other than the foregoing, there have not been any changes in our internal control over
financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
LIMITATIONS AND EFFECTIVENESS OF CONTROLS
Our management, including our CEO and CFO, do not expect that our disclosure
controls or our internal control over financial reporting will prevent or
detect all errors and all fraud. A control system cannot provide absolute
assurance due to its inherent limitations; it is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. A control system also can be circumvented by
collusion or improper management override. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of
such limitations, disclosure controls and internal control over financial
reporting cannot prevent or detect all misstatements, whether unintentional
errors or fraud. However, these inherent limitations are known features of the
financial reporting process; therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Please refer to Note 9 , “Commitment and
Contingencies” to the accompanying Consolidated Financial Statements included
in “Part I, Item 1. Financial Statements.”
Item
1A. RISK
FACTORS
There has not been any
material change in the risk factors disclosed in “Part I, Item 1A. Risk Factors” of our Annual Report
on Form 10-K for the fiscal year ended March 31, 2024.
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