Madison Ventures Inc.
1208 Tamarind Road
Dasmarinas Village, Makati City
Metro Manila, Philippines 1222
January 25, 2016
Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and Mining
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Madison Ventures, Inc. |
Form 10-K for the Fiscal Year ended March 31, 2015 Filed July 14, 2015 Form 10-Q for the Fiscal Quarter ended September 30, 2015 Filed November 18, 2015 File No. 333-188753 |
Dear Ms. Jenkins:
Madison Ventures Inc., a Nevada corporation (the "Company," "we," "us," or "our"), is submitting this letter in response to the comment letter from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") dated January 12, 2016 (the "Comment Letter"), with respect to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2015 (File No. 333-188753) (the "Form 10-K") filed with the Commission on July 14, 2015, and Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015
This letter sets forth the comments of the Staff in the Comment Letter (numbered in accordance with the Comment Letter) and, following each comment, sets forth our response. In response to Comment No. 2, we are simultaneously filing an amendment to the Form 10-Q.
Form 10-K for the Fiscal Year Ended March 31, 2015
Controls and Procedures, page 17
1. On May 14, 2013, the Committee of Sponsoring Organizations ("COSO") issued its updated Internal Control – Integrated Framework (the "Updated Framework"). We note your Management´s Annual Report on Internal Control Over Financial Reporting does not identify the version of the Internal Control - Integrated Framework that was used to perform your assessment as required by Item 308(a)(2) of Regulation S-K. Please tell us the framework you used - i.e., whether you used the 1992 Framework or the Updated Framework issued in 2013, and confirm that you will revise future filings to include a report that identifies the version of the COSO Integrated Framework you used in the assessment of your internal control over financial reporting.
Response: In our evaluation of our internal control over financial reporting disclosed in the Form 10-K, our management used the 2013 version of the Committee of Sponsoring Organizations of the Treadway Commission's Internal Control – Integrated Framework (the "COSO Integrated Framework"). In future filings, we will identify the version of the COSO Integrated Framework that management uses in such assessment.
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Form 10-Q for the Fiscal Quarter Ended September 30, 2015
Controls and Procedures, page 15
2. We note your conclusion indicating that both your disclosure controls and procedures and internal control over financial reporting were not effective as of March 31, 2015 due to material weaknesses identified. Further, we note you concluded that disclosure controls and procedures in your Form 10-Q filed on November 18, 2105 were effective and there were no changes in your internal control over financial reporting during the quarter ended September 30, 2015. Please revise to expand your disclosures to explain how management determined that disclosure controls and procedures were effective at September 30, 2015 given the material weakness and ineffective disclosure controls and procedures at the previous year-end. Also revise to comply with Item 308(c) of Regulation S-K to include details of any changes that may have materially affected or are reasonably likely to materially affect the company's internal control over financial reporting. In this regard, tell us and disclose how you remediated the material weaknesses that existed at March 31, 2015. To the extent that the material weaknesses have not been remediated, tell us how your officers determined that your disclosure controls and procedures were effective as at September 30, 2015.
Response:The Company has amended its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015 (originally filed with the Commission on November 18, 2015), for the purpose of stating that its disclosure controls and procedures were not effective as of the fiscal period then ended in Part I, Item 4. Controls and Procedures, "Disclosure Controls and Procedures," of the Form 10-Q. Except as described above, no other changes have been made to originally filed Form 10-Q.
We acknowledge that:
| · | We are responsible for the adequacy and accuracy of the disclosure in the filing; |
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| · | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
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| · | We may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Should there be any questions that might be facilitated by contemporaneous dialogue, please contact Thomas E. Puzzo, Esq. at (206) 522-2256, whom we recently re-engaged as counsel.
| Sincerely,
MADISON VENTURES INC. |
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| By: | /s/ Gene Gregorio |
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| Gene Gregorio |
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