What changed in this filing

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Item 4. Controls and Procedures

2021-05-24 compared with 2020-11-23 · 85 added, 26 removed, 5 unchanged (96% of the section changed)

CONTROLS AND PROCEDURES.

of Disclosure Controls and Procedures

maintains “disclosure controls and procedures,”

as such term is defined in Rule 13a-15(e) under the Securities Exchange

Act of 1934 (the “

Exchange Act ”), that are designed to ensure that information required to be disclosed in

Madison’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the

Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including

Madison’s President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation

of the President and the Chief Financial Officer, of the effectiveness of Madison’s disclosure controls and procedures (as

defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of September 30, 2020.

on the evaluation and the identification of the material weaknesses in Madison’s internal control over financial reporting,

as described in its Form 10-K for the year ended December 31, 2009, the President and the Chief Accounting Officer concluded that,

as of September 30, 2020, Madison’s disclosure controls and procedures were effective.

Controls and Procedures

connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by Madison’s management, with

the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of Madison’s disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”))

as of March 31, 2021.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports

filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC

rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the

Chief Financial Officer, to allow timely decisions regarding required disclosures.

on that evaluation, Madison’s management concluded, as of the end of the period covered by this report, that Madison’s disclosure

controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed,

within the time periods specified in the SEC rules and forms and that such information was accumulated or communicated to management

to allow timely decisions regarding required disclosure.

In particular, Madison has identified material weaknesses in internal control

over financial reporting, as discussed below.

Madison’s

internal control over financial reporting is a process designed under the supervision of Madison’s Chief Executive Officer and

Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Madison’s

financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

Internal control over financial

reporting includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Madison’s

reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations

of management and the Board of Directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Madison’s

assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions

or that the degree of compliance with the policies or procedures may deteriorate.

material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there

is a reasonable possibility that a material misstatement of Madison’s annual or interim financial statements will not be prevented

or detected on a timely basis.

matters involving internal controls and procedures that management considered to be material weaknesses under the standards of the Public

Company Accounting Oversight Board were:

(1) lack of a functioning audit committee and lack of a majority of outside directors on Madison’s

board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(2) inadequate segregation of duties consistent with control objectives;

(3) insufficient written policies and procedures for accounting

and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

and (4) ineffective

controls over period end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified by Madison’s

Chief Financial Officer in connection with the audit of its financial statements as of December 31, 2020 and communicated the matters

to management.

believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on Madison’s financial results.

However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on Madison’s

board of directors caused and continues to cause an ineffective oversight in the establishment and monitoring of the required internal

controls over financial reporting.

is committed to improving its financial organization.

As part of this commitment and when funds are available, Madison will create a

position to Madison to segregate duties consistent with control objectives and will increase its personnel resources and technical accounting

expertise within the accounting function by:

(i) appointing one or more outside directors to its board of directors who will also be

appointed to the audit committee of Madison resulting in a fully functioning audit committee who will undertake the oversight in the

establishment and monitoring of required internal controls over financial reporting;

and (ii) preparing and implementing sufficient written

policies and checklists that will set forth procedures for accounting and financial reporting with respect to the requirements and application

of US GAAP and SEC disclosure requirements.

believes that the appointment of one or more outside directors, who will also be appointed to a fully functioning audit committee, will

remedy the lack of a functioning audit committee and a lack of a majority of outside directors on Madison’s Board.

management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses:

(i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application

of US GAAP and SEC disclosure requirements;

and (ii) ineffective controls over period end financial close and reporting processes.

management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation

of duties and provide more checks and balances within the department.

Additional personnel will also provide the cross training needed

to support Madison if personnel turn-over issues within the department occur.

This coupled with the appointment of additional outside

directors will greatly decrease any control and procedure issues Madison may encounter in the future.

will continue to monitor and evaluate the effectiveness of Madison’s internal controls over financial reporting on an ongoing basis

and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

in Internal Controls over Financial Reporting

were no changes in Madison’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act)

during the quarter ended September 30, 2020, that materially affected, or are reasonably likely to materially affect, Madison’s

internal control over financial reporting.

were no changes in Madison’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during

the quarter ended March 31, 2021, that materially affected, or are reasonably likely to materially affect, Madison’s internal control

over financial reporting.

on the Effectiveness of Controls and Procedures

including our President and Chief Financial Officer, does not expect that Madison’s controls and procedures will prevent

all potential error and 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 are met.

Technologies Inc.

including our President and Chief Financial Officer, does not expect that Madison’s controls and procedures will prevent all potential

error and 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 are met.

Other Information

LEGAL PROCEEDINGS.

is not a party to any pending legal proceedings and, to the best of Madison’s knowledge, none of Madison’s property

or assets are the subject of any pending legal proceedings.

is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required

under this item.

is not a party to any pending legal proceedings and, to the best of Madison’s knowledge, none of Madison’s property or assets

are the subject of any pending legal proceedings.

is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under

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