What changed in this filing

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Item 4. Controls and Procedures

2022-09-28 compared with 2021-12-21 · 79 added, 62 removed, 26 unchanged (84% of the section changed)

CONTROLS AND PROCEDURES.

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, 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 September 30, 2021.

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.

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

reasonable assurance regarding the reliability of financial reporting and the preparation of Madison’s financial statements for

of Disclosure Controls and Procedures

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

of our Chief Executive Officer, who also serves as our Principal Financial and Accounting Officer, of the effectiveness of our 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 December 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, to allow

timely decisions regarding required disclosures.

on that evaluation, our management concluded, as of the end of the period covered by this report, that our 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, we identified material weaknesses in internal control over financial reporting, as discussed

Report on Internal Controls over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX)

Section 404 A.

Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for

external purposes in accordance with U.S.

2 unchanged sentences

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.

to the maintenance of records that in reasonable detail accurately and fairly reflect the

transactions and dispositions of our assets;

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 our 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.

2 unchanged sentences

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

Form 10-Q – Q2 Madison Technologies Inc.

conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on criteria

established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (“COSO”).

As a result of this assessment, management identified material weaknesses in internal control over financial

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;

is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

The 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 our 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.

(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 and communicated to management in connection with the preparation and audit of our financial statements as of December 31,

2021 and the preparation of our 2021 quarterly financial statements.

a result of the material weakness in internal control over financial reporting described above, management has concluded that, as of

June 30, 2022, our internal control over financial reporting was not effective based on the criteria in Internal Control –

Integrated Framework issued by COSO.

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

management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our board of directors

caused and continues to cause an ineffective oversight in the establishment and monitoring of the required internal controls over financial

are committed to improving its financial organization.

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

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 our

audit committee, resulting in a fully functioning audit committee that 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

remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

In addition, management

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

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

of US GAAP and SEC disclosure requirements;

3 unchanged sentences

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, 2021, that materially affected, or are reasonably likely to materially affect, Madison’s

to support our internal controls if personnel turn-over issues within the department occur.

This, coupled with the appointment of additional

outside directors, is designed to greatly decrease any control and procedure issues we may encounter in the future.

will continue to monitor and evaluate the effectiveness of our 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.

independent auditors have not issued an attestation report on management’s assessment of our internal control over financial reporting.

As a result, this quarterly report does not include an attestation report of our independent registered public accounting firm regarding

internal control over financial reporting.

We are not required to have, nor have we, engaged our independent registered public accounting

firm to perform an audit of internal control over financial reporting pursuant to the temporary rules of the Securities and Exchange

Commission that permit us to provide only management’s report in this quarterly report.

in Internal Controls over Financial Reporting

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

ended June 30, 2022, that materially affected, or are reasonably likely to materially affect, Madison’s internal control over financial

on the Effectiveness of Controls and Procedures

3 unchanged sentences

the objectives of the control system are met.

Form 10-Q – Q2 Madison Technologies Inc.

II – 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

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