Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
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.
Changes
in Internal Control Over Financial Reporting
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.
Management’s
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.
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PART
II - OTHER INFORMATION
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