What changed in this filing

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Item 4. Controls and Procedures

2023-05-15 compared with 2022-11-21 · 32 added, 17 removed, 7 unchanged (88% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

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

of March 31, 2023, 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.

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, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal

Control-Integrated Framework (2013), the Company’s disclosure controls and procedures were not effective as of the end of March

Company’s disclosure controls and procedures were determined to be not effective as of the end of March 31, 2023, as the assets

of the acquired businesses, Gix Media and Cortex, which were excluded from management’s assessment of internal control over financial

reporting, constitute substantially all the Company’s assets as of March 31, 2023.

guidance from the SEC staff provides that if a registrant consummates a material purchase business combination during its fiscal year

and it is not possible to conduct an assessment of the acquired business’s internal control over financial reporting during the

period between the consummation date and the date of management’s assessment, management may exclude the acquired business from

management’s report on internal control over financial reporting.

previously described in our financial statements for the fiscal year ended December 31, 2022, as the Reorganization Transaction was consummated

on September 19, 2022, Gix Media, and its subsidiary Cortex, are determined each to be an acquired business for financial reporting purposes.

In accordance with the SEC staff guidance, our management excluded Gix Media and Cortex, which represents the acquired business, from

management’s report on internal control over financial reporting as of March 31, 2023.

financial statements of each of Gix Media and Cortex reflect total assets constituting approximately 99% of the assets of the Company

according to the related consolidated financial statements of the Company as of March 31, 2023.

Because the assets of Gix Media and Cortex

have been excluded from management’s assessment of internal control over financial reporting, and such assets constitute substantially

all of the Company’s assets as of March 31, 2023, the Company’s management concluded that, pursuant to the Committee of Sponsoring

Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), the disclosure controls and procedures were

not effective as of the end of March 31, 2023.

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 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

the oversight of senior management, we implemented 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 began 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, the implemented and enhanced

controls have not operated 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.

by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended March 31, 2023, that have materially affected,

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

Remediation Plan

During the quarter ended March 31, 2023, our management began implementing

a compliance project designed to assist the Company with effectively complying with the rules contemplated under the Sarbanes-Oxley Act

While we believe these measures will strengthen our internal control over financial reporting, we are required to implement and

enhance controls underlying the financial information of Gix Media and Cortex as well as have these controls operate and perform for a

sufficient period to demonstrate that the Company’s disclosure controls and procedures are effective.

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

Item 4. Controls and Procedures