What changed in this filing

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Item 4. Controls and Procedures

2022-11-22 compared with 2018-07-31 · 28 added, 41 removed, 4 unchanged (95% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

of March 31, 2018, the Company’s Chief Executive Officer and Chief Financial Officer conducted an evaluation (the “Evaluation”)

regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)

under the Exchange Act.

Based upon the evaluation of these controls and procedures required by Rules 13a-15 or 15d-15, the Company’s

Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were

ineffective as of the end of March 31, 2018 under the Committee of Sponsoring Organizations of the Treadway Commission in Internal

Control-Integrated Framework (2013) because of certain material weaknesses.

As of such date, the Company had neither the resources,

nor the personnel, to provide an adequate control environment.

of September 30, 2022, the Company’s chief executive officer and chief financial officer conducted an evaluation (the “Evaluation”)

regarding the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) or 15d-15(e) under

the Exchange Act.

Based upon the Evaluation, as required by Rules 13a-15 or 15d-15, the Company’s chief executive officer and chief

financial officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of September 30,

2022, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013)

because of certain material weaknesses.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation

required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended March 31, 2018 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Company’s management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s

disclosure controls and procedures or its internal controls will prevent all errors and all fraud.

A control system, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system

The Company’s control systems are designed to provide such reasonable assurance of achieving their objectives.

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 the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and

that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts

of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls

also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design

will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because

of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent

limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

and CFO Certifications

31.1 and 31.2 to this Quarterly Report are the Certifications of the Company’s Chief Executive Officer and the Chief Financial

Officer, respectively.

These Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section

302 Certifications”).

This Item 4 of this Quarterly Report, which you are currently reading, is the information concerning

the Evaluation referred to above and in the Section 302 Certifications and this information should be read in conjunction with

the Section 302 Certifications for a more complete understanding of the topics presented.

With the inclusion of the financial

information of Gix Media beginning in our interim financial statements included

in Form 10-Q for the quarterly period ended September 30, 2022, we will be required to implement internal controls over financial

reporting with respect to processes and procedures underlying the financial information of Gix Media.

Other than the aforesaid, there

were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required

by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended September 30, 2022, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Plan to Remediate the Material Weakness

With the oversight of senior

management, we commenced the implementation of remediation steps in 2022, including the addition of a new chief financial officer

and a controller with significant public company finance and accounting experience and continue to evaluate and implement procedures

that will strengthen our internal controls.

We have also begun to implement a SOX compliance project.

While we believe these

measures will remediate the material weakness identified and strengthen our internal control over financial reporting, we are

required to implement and enhance controls underlying the financial information of Gix Media Ltd.

as well as have these controls

operate for a sufficient period of time to demonstrate that the material weakness is remediated.

We are committed to continuing to

improve our internal control processes and will continue to diligently review our financial reporting controls and procedures.

II - OTHER INFORMATION

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