3. INVESTMENT

On May 17, 2024, the Company subscribed and agreed to purchase 362,956 shares of Fendix Media Limited, a United Kingdom private limited company, par value £0.001 per share, from Dawn Digital Limited, a special purpose holding company incorporated in the British Virgin Islands, in exchange for 14,795,455 shares of the Company’s common stock. Fendix Media Limited partners with the United Kingdom’s National Health Service (NHS) Trusts and Health Boards to deliver live, embedded, diverse and relevant digital content via NHS staff intranets. The Company’s investment represents approximately 18.6% ownership in Fendix Media Limited.

This investment consists of an equity investment in a private company through common shares that is accounted for at cost, with adjustments for observable changes in prices or impairments, and is classified as long-term equity investment on our consolidated balance sheets with adjustments recognized in other (expense) income, net of impairment on our consolidated statements of operations. The Company has determined that the equity investment does not have a readily determinable fair value and elected the measurement alternative. Therefore, the equity investment’s carrying amount will be adjusted to fair value at the time of the next observable price change for the identical or similar investment of the same issuer or when an impairment is recognized.

Each reporting period, the Company performs a qualitative assessment to evaluate whether the investment is impaired. The assessment includes a review of recent operating results and trends, recent sales/acquisitions of the investee securities, and other publicly available data. If the investment is impaired, the Company writes it down to its estimated fair value. Due to there being no readily determinable fair value of the investment for the reporting period, the company elected to value the investment at $0 and recorded a $221,932 impairment as of September 30, 2024.

If, in the future, the Company identifies observable price changes, we may measure our investment at fair value as of the date the observable transaction occurred.