Item 4.01 Changes in Registrant's Certifying Accountant.
On March 28, 2022, the Board of Directors (the "Board") of Madison Technologies,
Inc. (the "Company") dismissed K. R. Margetson Ltd. ("KRM"), the Company's
independent registered public accounting firm, effective on February 11, 2022.
KRM's audit reports on the Company's consolidated financial statements as of and
for the fiscal years ended December 31, 2020 and December 31, 2019 which
included an explanatory paragraph as to the Company's ability to continue as a
going concern, did not contain any adverse opinions or disclaimers of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the fiscal years ended December 31, 2020 and December 31, 2019,
respectively, and the subsequent interim period through February 11, 2022, there
were (i) no disagreements between the Company and KRM on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
KRM, would have caused KRM to make reference to the subject matter of the
disagreement in their reports on the Company's consolidated financial statements
for such years and (ii) there were no "reportable events" (as defined in Item
304(a)(1)(v) of Regulation S-K under the Exchange Act) other than the material
weaknesses identified by management in the Company's annual report for the
fiscal year ended December 31, 2020 and.the quarter ended March 31, 2021, June
30, 2021 and September 30, 2021, respectively.
The Company has provided KRM with a copy of the foregoing disclosures and has
requested that KRM furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made by
the Company set forth above. A copy of KRM's letter, dated April 29, 2022, is
filed as Exhibit 16.1 to this Current Report.
On March 28, 2022, the Board appointed BF Borgers CPA PC ("BFB") as the
Company's independent registered public accounting firm to audit the Company's
consolidated financial statements for the year ended December 31, 2021,
effective February 11, 2022.
During the fiscal years ended December 31, 2019 and 2020, and the subsequent
interim period through March 28, 2022, neither the Company nor anyone on the
Company's behalf consulted BFB with respect to either (i) the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was provided to the
Company by BFB that BFB concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K
under the Exchange Act and the related instructions to Item 304 of Regulation
S-K under the Exchange Act, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
16.1 Letter from K. R. Margetson Ltd., dated April 29, 2022 to the Securities
and Exchange Commission
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