What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2023-11-14 compared with 2023-08-14 · 34 added, 36 removed, 4 unchanged (95% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

of June 30, 2023, the Company’s chief executive officer and chief financial officer, conducted an evaluation (the “Evaluation”)

Evaluation of Disclosure Controls

and Procedures

As of September

30, 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, 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 June

Company’s disclosure controls and procedures were determined to be not effective as of the end of June 30, 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 June 30, 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 each determined to be an acquired business for financial reporting purposes.

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

management’s report on internal control over financial reporting as of June 30, 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 June 30, 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 June 30, 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 June 30, 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 June 30, 2023, that have materially affected,

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

Remediation Plan

the quarter ended June 30, 2023, our management continued to implement a compliance project designed to assist the Company with effectively

complying with the rules contemplated under the Sarbanes-Oxley Act of 2002.

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

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 September 30, 2023.

Company’s disclosure controls and procedures were determined to be not effective as of the end of September 30, 2023, as the

assets of the acquired businesses, Gix Media and Cortex, which constitute substantially all of the Company’s assets as of

September 30, 2023 and as of December 31, 2022, were excluded from management’s assessment of internal control over financial

reporting as of December 31, 2022, as Gix Media and Cortex were determined, in accordance with the SEC staff guidance, to be an

acquired business for financial reporting purposes as of December 31, 2022, following completion of the Reorganization Transaction

on September 19, 2022.

While the Company’s management continues to

implement a compliance project, 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 September 30, 2023, as these controls have not operated and performed for a sufficient period of time to demonstrate that

the Company’s disclosure controls and procedures are effective and as the Company has not completed the implementation of certain

information technology controls underlying the financial information of Gix Media and Cortex.

Changes in Internal Control

Over Financial Reporting

Other than as described above, 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, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Management’s Remediation

During the quarter ended September 30, 2023, our management continued to implement a compliance project designed

to assist the Company with effectively complying with the rules contemplated under the Sarbanes-Oxley Act of 2002.

While we believe these

measures have strengthened our internal control over financial reporting, we are required to have these controls operate and perform for

a sufficient period, as well as to enhance certain information technology controls, 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

We are committed to continuing to improve our internal control processes and will continue to diligently

review our financial reporting controls and procedures.

PART 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