United
states

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/a

(Amendment
No. 2)



|[X] | Annual
    report pursuant to section 13 Or 15(d) of the securities exchange act
    of 1934
|--- | --------------------------------------------------------------------------------------------



For the fiscal
year ended December 31, 2013



|[  ] | transition
    report pursuant to section 13 Or 15(d) of the securities exchange act
    of 1934
|---- | ------------------------------------------------------------------------------------------------



For the transition
period from ____________ to



Commission
file number 000-51302



|madison
    Explorations, Inc.                            
|----------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)



|Incorporated
    in the State of Nevada                           |  | 00-0000000                               
|----------------------------------------------------------------- |  | -----------------------------------------
|(State
    or other jurisdiction ofincorporation or organization) |  | (I.R.S. Employer 
    Identification No.)
|                                                                  |  |                                          
|2825 E. Cottonwood Parkway, Suite 500, Salt Lake City, Utah       |  | 84121                                    
|(Address of principal
    executive offices)                      |  | (Zip
    Code)                           



Registrant’s
telephone number, including area code: (801) 326-0110



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class |  | Name
    of each exchange on which registered
|----------------------- |  | ---------------------------------------------
|None                    |  | N/A                                          



Securities
registered pursuant to Section 12(g) of the Act:



|Common
    Stock - $0.001 par value
|-----------------------------------
|(Title
    of Class)               



Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[  ]
Yes [X] No



Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[  ]
Yes [X] No



Note - Checking the box
above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from
their obligations under those sections.



Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

[X] Yes [  ] No



Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [  ] No



Indicate by check mark if disclosure
of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [  ]



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company
in Rule 12b-2 of the Exchange Act.



|Larger
    accelerated filer                      | [  ] | Accelerated
    filer         | [  ]
|------------------------------------------------- | ---- | ----------------------------- | ----
|Non-accelerated
    filer                         | [  ] | Smaller
    reporting company | [X] 
|(Do not check if a smaller reporting
    company)



Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act).

[X] Yes [  ] No



State the aggregate market value
of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter: $901,875 ($0.0185 X 48,750,000) as of June 30, 2013



State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable date.



|Class                               |  | Outstanding
    at March 28, 2014
|----------------------------------- |  | ---------------------------------
|Common Stock - $0.001
    par value |  | 113,020,000                      



Documents incorporated by reference:
Exhibit 3.1 (Articles of Incorporation and Certificate of Amendment) and Exhibit 3.2 (By-laws) both filed as exhibits to Madison’s
registration statement on Form 10-SB-2 filed on May 4, 2005; Exhibit 10.1 (Mineral Property Agreement) filed as an exhibit to
Madison’s Form 10-SB-2 filed on May 4, 2005.
















EXPLANATORY
NOTE



This Amendment No. 2 (this “Amendment”)
to the Annual Report on Form 10-K of Madison Explorations, Inc. (the “Company”)
for the year ended December 31, 2013, originally filed with the U.S. Securities and Exchange Commission (the “SEC”)
on March 28, 2014, (the “Original Filing”), is being re-filed with amended auditor report to correct date error
and to amend Note #6 in the  notes to the financial statements.







This
amendment to the Report does not alter any part of the content of the Report, except for the changes and additional information
provided in this amendment, and this amendment continues to speak as of the date of the Report. Madison has not updated the disclosures
contained in this amendment to reflect any events that occurred at a date subsequent to the filing of the Report. The filing of
this amendment is not a representation that any statements contained in the Report or this amendment are true or complete as of
any date subsequent to the date of the Report. This amendment does not affect the information originally set forth in the Report,
the remaining portions of which have not been amended. Accordingly, this Form 10-K/A should be read in conjunction with Madison’s
filings made with the SEC subsequent to the filing of the original Form 10-K on March 28, 2014 (SEC Accession No. 0001493152-14-000874).





Madison Explorations, Inc.Form 10-K/A - 2013Page 2







|Item
8. | Financial
                Statements and Supplementary Data.
|------- | ------------------------------------------------------------



MADISON
EXPLORATIONS, INC.

(An Exploration
Stage Enterprise)



Consolidated
Financial Statements

December
31, 2013

(Audited)



Contents



|FINANCIAL STATEMENTS                                   |  |               
|------------------------------------------------------ |  | --------------
|                                                       |  |               
|Report
    of Independent Accountant                   |  | 4             
|                                                       |  |               
|Consolidated
    Balance Sheets                        |  | F-1           
|                                                       |  |               
|Consolidated
    Statements of Operations              |  | F-2           
|                                                       |  |               
|Consolidated
    Statements of Stockholders’ (Deficit) |  | F-3           
|                                                       |  |               
|Consolidated
    Statements of Cash Flows              |  | F-4           
|                                                       |  |               
|Notes
    to Consolidated Financial Statements         |  | F-5 –
    F-14



Madison Explorations, Inc.Form 10-K/A - 2013Page 3







|K.
    R. Margetson Ltd. | 
|------------------------ | 
|CharteredAccountant      | 



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders:

Madison Explorations, Inc.



We have audited the accompanying
consolidated balance sheets of Madison Explorations, Inc. (an Exploration Stage Enterprise) as of December 31, 2013 and 2012
and the related statements of operations and comprehensive loss, stockholders’ equity (deficiency) and cash flows for
the years ended December 31, 2013 and 2012 and for the period from inception, June 15, 1998, to December 31, 2013. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits. We did not audit the period from date of inception (June 15, 1998) to December
31, 2007. That period was audited by other auditors, whose report dated March 25, 2008, expressed an unqualified opinion on those
statements.



We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An
audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, based on our audits
and the report of other auditors, these financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2013 and 2012 and the results of its operations and changes in equity (deficiency) and
cash flows for the years ended December 31, 2013 and 2012 and for the period from date of inception (June 15, 1998) to
December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements
have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will
continue as a going concern. As discussed in Note 1 to the financial statements, the Company is an exploration stage enterprise
and has yet to reach profitable levels of operation, which raises substantial doubt about its ability to continue as a going concern.
Management’s plans in regard to their planned financing and other matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.



|                            | “K
    R. Margetson Ltd.”
|--------------------------- | -------------------------
|North Vancouver, Canada     | Chartered Accountant     
|March 28, 2014              |                          
|                            |                          
|210, 905 West Pender Street | Tel: 604-641-4450        
|Vancouver BC                | Fax: 1-877-874-9583      
|Canada                      |                          



Madison Explorations, Inc.Form 10-K/A - 2013Page 4







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

Consolidated
Balance Sheets



|                                                                                                                     |  | December
    31, 2013 |          |   | December
    31, 2012 |  
|-------------------------------------------------------------------------------------------------------------------- |  | --------------------- | -------- | - | --------------------- | -
|                                                                                                                     |  |                       |          |   |                       |  
|ASSETS                                                                                                               |  |                       |          |   |                       |  
|                                                                                                                     |  |                       |          |   |                       |  
|CURRENT ASSETS                                                                                                       |  |                       |          |   |                       |  
|Cash                                                                                                                 |  | $                     | 9,941    |   |                       | $
|                                                                                                                     |  |                       |          |   |                       |  
|Total Assets                                                                                                         |  | $                     | 9,941    |   |                       | $
|                                                                                                                     |  |                       |          |   |                       |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIENCY                                                                             |  |                       |          |   |                       |  
|                                                                                                                     |  |                       |          |   |                       |  
|CURRENT LIABILITIES                                                                                                  |  |                       |          |   |                       |  
|Accounts payable and accrued liabilities                                                                             |  | $                     | 31,842   |   |                       | $
|Notes Payable and accrued interest - Note 3                                                                          |  |                       | 80,310   |   |                       |  
|Convertible notes payable - Note 6                                                                                   |  |                       | 76,000   |   |                       |  
|Related party advance - Note 4                                                                                       |  |                       | 261      |   |                       |  
|                                                                                                                     |  |                       |          |   |                       |  
|TOTAL LIABILITIES                                                                                                    |  |                       | 188,413  |   |                       |  
|                                                                                                                     |  |                       |          |   |                       |  
|STOCKHOLDERS’ DEFICIT                                                                                                |  |                       |          |   |                       |  
|Common Stock - Note 5 Par Value:$0.0001 Authorized 500,000,000
    shares Issued and outstanding: 113,020,000 shares |  |                       | 113,020  |   |                       |  
|Additional Paid in Capital                                                                                           |  |                       | 72,882   |   |                       |  
|Accumulated other comprehensive loss                                                                                 |  |                       | (5,814   | ) |                       |  
|Accumulated deficit during exploration stage                                                                         |  |                       | (358,560 | ) |                       |  
|                                                                                                                     |  |                       |          |   |                       |  
|Total stockholders’ deficiency                                                                                       |  |                       | (178,472 | ) |                       |  
|                                                                                                                     |  |                       |          |   |                       |  
|Total liabilities and stockholders’ deficiency                                                                       |  | $                     | 9,941    |   |                       | $



Going
Concern – Note 2



See
Accompanying Notes to Consolidated Financial Statements.



F-1









MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

Consolidated
Statements of Operations AND COMPREHENSIVE LOSS



|                                                     |  | For
    the           |             |   | For
    the           |   |             | June
    15,1998      | 
|---------------------------------------------------- |  | --------------------- | ----------- | - | --------------------- | - | ----------- | --------------------- | 
|                                                     |  | year
    ended        |             |   | year
    ended        |   |             | (inception)
    to    | 
|                                                     |  | December
    31, 2013 |             |   | December
    31, 2012 |   |             | December
    31, 2013 | 
|                                                     |  |                       |             |   |                       |   |             |                       | 
|Revenues                                             |  | $                     | -           |   |                       | $ | -           |                       | 
|                                                     |  |                       |             |   |                       |   |             |                       | 
|Operating expenses                                   |  |                       |             |   |                       |   |             |                       | 
|Exploration and development                          |  |                       | -           |   |                       |   | -           |                       | 
|General and administrative                           |  |                       | 18,179      |   |                       |   | 30,607      |                       | 
|                                                     |  |                       | 18,179      |   |                       |   | 30,607      |                       | 
|                                                     |  |                       |             |   |                       |   |             |                       | 
|Income (loss) before other expense                   |  |                       | (18,179     | ) |                       |   | (30,607     | )                     | 
|                                                     |  |                       |             |   |                       |   |             |                       | 
|Other expense - interest                             |  |                       | (22,189     | ) |                       |   | (21,999     | )                     | 
|                                                     |  |                       |             |   |                       |   |             |                       | 
|Net loss                                             |  |                       | (40,368     | ) |                       |   | (52,606     | )                     | 
|                                                     |  |                       |             |   |                       |   |             |                       | 
|Other Comprehensive income (loss)                    |  |                       |             |   |                       |   |             |                       | 
|Translation gain (loss)                              |  |                       | 2,670       |   |                       |   | (857        | )                     | 
|                                                     |  |                       |             |   |                       |   |             |                       | 
|Total comprehensive loss                             |  | $                     | (37,698     | ) |                       | $ | (53,463     | )                     | 
|                                                     |  |                       |             |   |                       |   |             |                       | 
|Net loss per share -Basic and
    diluted            |  | $                     | (0.000      | ) |                       | $ | (0.000      | )                     | 
|                                                     |  |                       |             |   |                       |   |             |                       | 
|Average number of shares of common stock outstanding |  |                       | 113,020,000 |   |                       |   | 113,020,000 |                       | 



See
Accompanying Notes to Consolidated Financial Statements.



F-2







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

Consolidated
StatementS of stockholders’ equity (DEFICIency)



|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  | Deficit     |        |   |       |  
|---------------------------------- |  | ------ | ----------- |  | ------ | - | ------- | ---------- |  | - | ------------- | - |  | ----------- | ------ | - | ----- | -
|                                   |  |        |             |  |        |   |         |            |  |   | Accumulated   |   |  | Accumulated |        |   |       |  
|                                   |  |        |             |  |        |   |         | Additional |  |   | Other         |   |  | During the  |        |   |       |  
|                                   |  | Common |             |  |        |   |         | Paid-in    |  |   | Comprehensive |   |  | Exploration |        |   |       |  
|                                   |  | Shares |             |  | Amount |   |         | Capital    |  |   | Income        |   |  | Stage       |        |   | Total |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, June 15, 1998 (Inception) |  |        | -           |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Issuance of common stock           |  |        | 53,750,000  |  |        | $ | 53,750  |            |  | $ | (53,320       | ) |  | $           | -      |   |       | $
|Net loss and comprehensive loss    |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 1999         |  |        | 53,750,000  |  |        |   | 53,750  |            |  |   | (53,320       | ) |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Net loss and comprehensive loss    |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2000         |  |        | 53,750,000  |  |        |   | 53,750  |            |  |   | (53,320       | ) |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Net loss and comprehensive loss    |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2001         |  |        | 53,750,000  |  |        |   | 53,750  |            |  |   | (53,320       | ) |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Net loss and comprehensive loss    |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2002         |  |        | 53,750,000  |  |        |   | 53,750  |            |  |   | (53,320       | ) |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Net loss and comprehensive loss    |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2003         |  |        | 53,750,000  |  |        |   | 53,750  |            |  |   | (53,320       | ) |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2003         |  |        | 53,750,000  |  |        |   | 53,750  |            |  |   | (53,320       | ) |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Issuance of common stock           |  |        | 59,070,000  |  |        |   | 59,070  |            |  |   | (58,598       | ) |  |             | -      |   |       |  
|Capital contribution               |  |        |             |  |        |   | -       |            |  |   | 5,000         |   |  |             | -      |   |       |  
|Foreign currency adjustments       |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | (2,554 | ) |       |  
|Net loss                           |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2004         |  |        | 112,820,000 |  |        |   | 112,820 |            |  |   | (106,918      | ) |  |             | (2,554 | ) |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Foreign currency adjustments       |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | (444   | ) |       |  
|Net loss                           |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2005         |  |        | 112,820,000 |  |        |   | 112,820 |            |  |   | (106,918      | ) |  |             | (2,998 | ) |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Issuance of common stock           |  |        | 200,000     |  |        |   | 200     |            |  |   | 49,800        |   |  |             | -      |   |       |  
|Foreign currency adjustments       |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | (1,297 | ) |       |  
|Net loss                           |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2006         |  |        | 113,020,000 |  |        |   | 113,020 |            |  |   | (57,118       | ) |  |             | (4,295 | ) |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Foreign currency adjustments       |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | (3,445 | ) |       |  
|Net loss                           |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2007         |  |        | 113,020,000 |  |        |   | 113,020 |            |  |   | (57,118       | ) |  |             | (7,740 | ) |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Foreign currency adjustments       |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | 5,639  |   |       |  
|Convertible debt - Note 8          |  |        |             |  |        |   | -       |            |  |   | 40,000        |   |  |             | -      |   |       |  
|Net loss                           |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2008         |  |        | 113,020,000 |  |        |   | 113,020 |            |  |   | (17,118       | ) |  |             | (2,101 | ) |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Foreign currency adjustments       |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | (4,578 | ) |       |  
|Net Loss                           |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2009         |  |        | 113,020,000 |  |        |   | 113,020 |            |  |   | (17,118       | ) |  |             | (6,679 | ) |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance, December 31, 2009         |  |        | 113,020,000 |  |        |   | 113,020 |            |  |   | (17,118       | ) |  |             | (6,679 | ) |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Foreign currency adjustments       |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | (1,716 | ) |       |  
|Convertible debt - Note 8          |  |        |             |  |        |   | -       |            |  |   | 20,000        |   |  |             | -      |   |       |  
|Net Loss                           |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance December 31, 2010          |  |        | 113,020,000 |  |        |   | 113,020 |            |  |   | 2,882         |   |  |             | (8,395 | ) |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Foreign currency adjustments       |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | 768    |   |       |  
|Convertible debt - Note 8          |  |        |             |  |        |   | -       |            |  |   | 20,000        |   |  |             | -      |   |       |  
|Net Loss                           |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance December 31, 2011          |  |        | 113,020,000 |  |        |   | 113,020 |            |  |   | 22,882        |   |  |             | (7,627 | ) |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Foreign currency adjustments       |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | (857   | ) |       |  
|Convertible debt - Note 8          |  |        |             |  |        |   | -       |            |  |   | 25,000        |   |  |             | -      |   |       |  
|Net Loss, December 31,2012         |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance December 31, 2012          |  |        | 113,020,000 |  |        |   | 113,020 |            |  |   | 47,882        |   |  |             | (8,484 | ) |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Foreign currency adjustments       |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | 2,670  |   |       |  
|Convertible debt - Note 8          |  |        |             |  |        |   | -       |            |  |   | 25,000        |   |  |             | -      |   |       |  
|Net Loss, December 31, 2013        |  |        |             |  |        |   | -       |            |  |   | -             |   |  |             | -      |   |       |  
|                                   |  |        |             |  |        |   |         |            |  |   |               |   |  |             |        |   |       |  
|Balance December 31, 2013          |  |        | 113,020,000 |  |        | $ | 113,020 |            |  | $ | 72,882        |   |  | $           | (5,814 | ) |       | $





See Accompanying Notes
to Consolidated Financial Statements



F-3







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

Consolidated
StatementS of cash flows



|                                                                           |  | For the               |         |   | For the               |   |         | June 15,1998          | 
|-------------------------------------------------------------------------- |  | --------------------- | ------- | - | --------------------- | - | ------- | --------------------- | 
|                                                                           |  | year ended            |         |   | year ended            |   |         | (inception) to        | 
|                                                                           |  | December
    31, 2013 |         |   | December
    31, 2012 |   |         | December
    31, 2013 | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|Cash Flows from operating activities:                                      |  |                       |         |   |                       |   |         |                       | 
|Net loss                                                                   |  | $                     | (40,368 | ) |                       | $ | (52,606 | )                     | 
|Amortization of convertible debt discount recorded as interest             |  |                       | 18,750  |   |                       |   | 18,500  |                       | 
|Adjustments to reconcile net loss to cash used in operating
    activities |  |                       |         |   |                       |   |         |                       | 
|Changes assets and liabilities                                             |  |                       |         |   |                       |   |         |                       | 
|Accounts payable and accruals                                              |  |                       | (548    | ) |                       |   | 6,422   |                       | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|Net cash used in operating activities                                      |  |                       | (22,166 | ) |                       |   | (27,684 | )                     | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|Cash Flows From Investing Activities                                       |  |                       |         |   |                       |   |         |                       | 
|Net cash provided (used in) investing activities                           |  |                       | -       |   |                       |   | -       |                       | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|                                                                           |  |                       | -       |   |                       |   | -       |                       | 
|Cash Flows from financing activities:                                      |  |                       |         |   |                       |   |         |                       | 
|Issuance of common stock                                                   |  |                       | -       |   |                       |   | -       |                       | 
|Capital contribution                                                       |  |                       | -       |   |                       |   | -       |                       | 
|Notes payable                                                              |  |                       | 768     |   |                       |   | 4,348   |                       | 
|Proceeds of convertible notes payable                                      |  |                       | 25,000  |   |                       |   | 25,000  |                       | 
|Related Party advances                                                     |  |                       | (300    | ) |                       |   | -       |                       | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|Net Cash provided by (used in) financing activities                        |  |                       | 25,468  |   |                       |   | 29,348  |                       | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|Effect of foreign currency translation on cash and cash equivalents        |  |                       | 2,670   |   |                       |   | (857    | )                     | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|Net increase (decrease) in cash                                            |  |                       | 5,972   |   |                       |   | 807     |                       | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|Cash, beginning of period                                                  |  |                       | 3,969   |   |                       |   | 3,162   |                       | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|Cash, end of period                                                        |  | $                     | 9,941   |   |                       | $ | 3,969   |                       | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|SUPPLEMENTAL DISCLOSURE                                                    |  |                       |         |   |                       |   |         |                       | 
|                                                                           |  |                       |         |   |                       |   |         |                       | 
|Interest                                                                   |  | $                     | 22,189  |   |                       | $ | 21,999  |                       | 
|Taxes paid                                                                 |  | $                     | -       |   |                       | $ | -       |                       | 



See
Accompanying Notes to Consolidated Financial Statements



F-4







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2013



|Note
    1 | Nature
    and Continuance of Operations
|---------- | ----------------------------------------



The
Company was incorporated on June 15, 1998 in the State of Nevada, USA and the Company’s common shares are publicly traded
on the OTC Bulletin Board.



The
Company is in the business of diamond exploration. Management plans to further evaluate, develop and exploit their interests in
diamond mineral properties.



These
consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles applicable
to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next
twelve months. Realization values may be substantially different from carrying values as shown and these financial statements
do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities
should the Company be unable to continue as a going concern. At December 31, 2013, the Company had not yet achieved profitable
operations, has accumulated losses of $358,560 since its inception and expects to incur further losses in the development of its
business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s
ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come
due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional
funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.



|Note
    2 | Summary
    of Significant Accounting Policies
|---------- | ----------------------------------------------



a)
Year end



The
Company has elected a December 31st fiscal year end.



b)
Cash and cash equivalents



The
Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
As at December 31, 2013, the Company did not have any cash equivalents (2012 – $nil), and $0 was deposited in accounts that
were federally insured (2012 - $53).



F-5







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2013



|Note
    2 | Summary
    of Significant Accounting Policies - continued
|---------- | ----------------------------------------------------------



c)
Revenue Recognition



The
Company recognizes revenue when a contract is in place, minerals are delivered to the purchaser and collectability is reasonably
assured.



d)
Stock-Based Compensation



The
Company follows the guideline under FASB ASC Topic 718 Compensation-Stock Compensationfor
all stock based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock
appreciation rights. Stock compensation expenses are to be recorded using the fair value method.



e)
Basic and Diluted Net Income (Loss) per Share



The
Company reports basic loss per share in accordance FASB ASC Topic 260, “Earnings per share”. Basic net income (loss)
per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common
shares outstanding during the period. Diluted net income (loss) per share on the potential exercise of the equity-based financial
instruments is not presented where anti-dilutive.



f)
Comprehensive Income



In
accordance with FASB ASC Topic 220 “Comprehensive Income,” comprehensive income consists of net income and other gains
and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments
available for sale, foreign currency translation gains and losses and minimum pension liability.



g)
Use of Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company
may undertake in the future, actual results may ultimately differ from the estimates. Management believes such estimates to be
reasonable.



F-6







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2013



|Note
    2 | Summary
    of Significant Accounting Policies - continued
|---------- | ----------------------------------------------------------



h)
Fair Value Measurements



The
Company follows FASB ASC 820, “Fair Value Measurements and Disclosures”,for all financial instruments
and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single
definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the
source of information used in fair value measurement and expands disclosures about fair value measurements required under other
accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The
Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities,
which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the
Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the
asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted FASB ASC 825, “Financial
Instruments”,which allows companies to choose to measure eligible financial instruments and certain other items at
fair value that are not required to be measured at fair value.The Company has not elected the fair value option for any
eligible financial instruments.



i)
Financial Instruments



Fair
Value



The
fair value of the convertible notes payable is based on their beneficial conversion feature at the time of commitment, which requires
allocation of the instrument between the host debt and the embedded equity component. Based on the intrinsic value of the conversion
feature, the total value of the instruments was allocated to the equity component and included in additional paid-in capital.
The balance of nil was allocated to the host debt.



The
resulting discounts are being amortized to income over 60 months.



Risks:



Financial
instruments that potentially subject the Company to credit risk consist principally of cash. Management does not believe the Company
is exposed to significant credit risk.



Management,
as well, does not believe the Company is exposed to significant interest rate risks during the period presented in these financial
statements.



The
accompanying financial statements do not include any adjustments that might result from the eventual outcome of the risks and
uncertainties described above.



F-7







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2013



|Note
    2 | Summary
    of Significant Accounting Policies - continued
|---------- | ----------------------------------------------------------



j)
Income Taxes



The
Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements
or tax returns. In estimating future tax consequences, all expected future events other than enactment of changes in the tax laws
or rates are considered.



Due
to the uncertainty regarding the Company’s future profitability, the future tax benefits of its losses have been fully reserved.



k)
Impairment of Long-Lived Assets



Impairment
losses on long-lived assets, such as mining claims, are recognized when events or changes in circumstances indicate that the undiscounted
cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such
carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying
amounts.



l)
Foreign Currency Translation and Transactions



The
Company’s functional currency is US dollars. Foreign currency balances are translated into US dollars as follows:



Monetary
assets and liabilities are translated at the period-end exchange rate. Non-monetary assets are translated at the rate of exchange
in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they are translated at
the period-end exchange rate. Revenue and expense items are translated at the average exchange rate for the period. Foreign exchange
gains and losses in the period are included in operations



The
functional currency of the wholly owned subsidiary is Canadian dollars. The assets and liabilities arising from these operations
are translated at current exchange rates and related revenues and expenses at the exchange rates in effect at the time the revenue
or expense is incurred. Resulting translation adjustments, if material, are accumulated as a separate component of accumulated
other comprehensive income in the statement of stockholders’ deficit while foreign currency transaction gains and losses
are included in operations.



m)
Mining Costs



Exploration
and evaluation costs are expensed as incurred. Management’s decision to develop or mine a property is based on an assessment
of the viability of the property and the availability of financing. The Company will capitalize mining exploration and other related
costs attributable to reserves when a definitive feasibility study establishes proven and probable reserves. Capitalized mining
costs will be expensed using the unit of production method and will also be subject to an impairment assessment.



F-8







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2013



|Note
    2 | Summary
    of Significant Accounting Policies - continued
|---------- | ----------------------------------------------------------



n)
Consolidation



The
consolidated financial statements include the accounts of the Company and its subsidiary, Scout Resources Inc. All significant
inter-company balances and transactions have been eliminated.



o)
Derivative Instruments



The
Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting
for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137, “Accounting for Derivative Instruments
and Hedging Activities – Deferral of the Effective Date of FASB No. 133”, SFAS No. 138, “Accounting for Certain
Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149, “Amendment of Statement 133 on Derivative
Instruments and Hedging Activities”, which is effective for the Company as of its inception. These statements establish
accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts,
and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value.



If
certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing
of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged
asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction.
For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The
Company has not entered into derivative contracts to hedge existing risks or for speculative purposes.



p)
Recent Accounting Pronouncements



Management
does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material
effect on the accompanying financial statements.



|Note
    3 | Notes
    Payable
|---------- | -----------------



The
Company has two notes payable to Paleface Holdings Inc. Each note is unsecured and payable on demand.



| | a) | $25,000
    note with annual interest payable at 8%.                                                                                                                                                                                                                                                                    
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                         
| |    | As
    at December 31, 2013, accrued interest on the note was $17,797 (December 31, 2012 - $15,797). The note payable balance including
    accrued interest was $42,797 as at December 31, 2013 (December 31, 2012 - $40,797). Interest on the debt for each of the years
    ended December 31 was $2,000.            
| |    |                                                                                                                                                                                                                                                                                                                         
| | b) | $26,423
    ($30,000 CDN) with annual interest payable at 5%                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                         
| |    | As
    at December 3, 2013, accrued interest on the note was $11,090 (December 31, 2012 - $7,839). The note payable balance including
    accrued interest was $37,513 as at December 31, 2013 (December 31, 2012 - $38,745). Interest on debt for the year ended December
    31 was $1,439 in 2013 and $1,499 in 2012.



F-9







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2013



|Note
    4 | Related
    Party Advance
|---------- | -------------------------



In
2008 the President advanced the Company $561 repayable without interest or any other terms. The unpaid balance as at December
31, 2013 is $261. There were no related party transactions in the year ended December 31, 2013.



|Note
    5 | Common
    Stock
|---------- | ----------------



On
June 15, 1998 the Company authorized and issued 53,750,000 shares of its common stock in consideration of $430 in cash. ($.000008
per share.)



On
June 7, 2004 the Company issued 59,070,000 in consideration of $472 in cash. ($.000008 per share.)



On
June 14, 2001 the Company approved a forward stock split of 5,000:1. These financial statements have been retroactively adjusted
to effect this split.



On
March 30, 2006 the Company entered into a private placement agreement whereby the Company issued 200,000 Regulation-S shares in
exchange for $50,000. ($.25 per share)



There
are no shares subject to warrants, options or other agreements as December 31, 2013.





|Note
    6 | Convertible
    Note Payable
|---------- | ----------------------------



There
are four convertible notes payable. The notes are non-interest bearing, unsecured and payable on demand. At any time prior to
repayment any portion or the entire note may be converted into common stock at the discretion of the holder on the basis of $0.01
of debt to 1 share. The effect that conversion would have on earnings per share has not been disclosed due to the current anti-dilutive
effect



The
balance of the first convertible note payable is as follows:



|                                              |  | 2013 |        |  | 2012 |  
|--------------------------------------------- |  | ---- | ------ |  | ---- | -
|Balance - December 31                         |  |      |        |  |      |  
|                                              |  |      |        |  |      |  
|Proceeds from promissory note                 |  | $    | 40,000 |  |      | $
|Value allocated to additional paid-in capital |  |      | 40,000 |  |      |  
|                                              |  |      |        |  |      |  
|Balance allocated to convertible note payable |  |      | -      |  |      |  
|Amortized discount                            |  |      | 40,000 |  |      |  
|Balance, convertible note payable             |  | $    | 40,000 |  |      | $



The
total discount of $40,000 was amortized over 5 years starting April, 2008. Accordingly, the annual interest rate is 20% and for
the twelve months ended December 31, 2013, $2,000 was recorded as interest expense. For the twelve months ended December 31, 2012
$8,000 was recorded as interest expense. As at December 31, 2013, the unamortized discount is $Nil.



F-10







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2013



|Note
    6 | Convertible
    Note Payable - continued
|---------- | ----------------------------------------



The
balance of the second convertible note is as follows:



|                                              |  | 2013 |        |  | 2012 |  
|--------------------------------------------- |  | ---- | ------ |  | ---- | -
|Balance - December 31                         |  |      |        |  |      |  
|                                              |  |      |        |  |      |  
|Proceeds from promissory note                 |  | $    | 20,000 |  |      | $
|Value allocated to additional paid-in capital |  |      | 20,000 |  |      |  
|                                              |  |      |        |  |      |  
|Balance allocated to convertible note payable |  |      | -      |  |      |  
|Amortized discount                            |  |      | 14,000 |  |      |  
|Balance, convertible note payable             |  | $    | 14,000 |  |      | $



The
total discount of $20,000 is being amortized over 5 years starting June 2010. Accordingly, the annual interest rate is 20% and
for the twelve months ended December 31, 2013 and 2012, $4,000 was recorded as interest expense. As at December 31, 2013, the
unamortized discount is $6,000.



The
balance of the third convertible note payable is as follows:



|                                              |  | 2013 |        |  | 2012 |  
|--------------------------------------------- |  | ---- | ------ |  | ---- | -
|Balance - December 31                         |  |      |        |  |      |  
|                                              |  |      |        |  |      |  
|Proceeds from promissory note                 |  | $    | 10,000 |  |      | $
|Value allocated to additional paid-in capital |  |      | 10,000 |  |      |  
|                                              |  |      |        |  |      |  
|Balance allocated to convertible note payable |  |      | -      |  |      |  
|Amortized discount                            |  |      | 5,500  |  |      |  
|Balance, convertible note payable             |  | $    | 5,500  |  |      | $



The
total discount of $10,000 is being amortized over 5 years starting April, 2011. Accordingly, the annual interest rate is 20% and
for the twelve months ended December 31, 2013 and 2012, $2,000 was recorded as interest expense. As at December 31, 2013, the
unamortized discount is $4,500.



F-11







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2013



|Note
    6 | Convertible
    Note Payable - continued
|---------- | ----------------------------------------



The
balance of the fourth convertible note payable at is as follows:



|                                              |  | 2013 |        |  | 2012 |  
|--------------------------------------------- |  | ---- | ------ |  | ---- | -
|Balance - December 31                         |  |      |        |  |      |  
|                                              |  |      |        |  |      |  
|Proceeds from promissory note                 |  | $    | 25,000 |  |      | $
|Value allocated to additional paid-in capital |  |      | 25,000 |  |      |  
|                                              |  |      |        |  |      |  
|Balance allocated to convertible note payable |  |      |        |  |      |  
|Amortized discount                            |  |      | 3,750  |  |      |  
|Balance, convertible note payable             |  | $    | 3,750  |  |      | $



The
total discount of $25,000 will be amortized over 5 years starting April, 2013. Accordingly, the annual interest rate is 20% and
for the twelve months ended December 31, 2013, $3,750 was recorded as interest expense. As at December 31, 2013 the unamortized
discount is $22,250.



There
are also two other convertible notes payable. The notes are non-interest bearing, unsecured and payable on demand. At any time
prior to repayment any portion or the entire note may be converted into common stock at the discretion of the holder on the basis
of $0.005 of debt to 1 share. The effect that conversion would have on earnings per share has not been disclosed due to the current
anti-dilutive effect



The
balance of the first convertible note payable is as follows:



|                                              |  | 2013 |        |  | 2012 |  
|--------------------------------------------- |  | ---- | ------ |  | ---- | -
|Balance - December 31                         |  |      |        |  |      |  
|                                              |  |      |        |  |      |  
|Proceeds from promissory note                 |  | $    | 10,000 |  |      | $
|Value allocated to additional paid-in capital |  |      | 10,000 |  |      |  
|                                              |  |      |        |  |      |  
|Balance allocated to convertible note payable |  |      | -      |  |      |  
|Amortized discount                            |  |      | 5,250  |  |      |  
|Balance, convertible note payable             |  | $    | 5,250  |  |      | $



The
total discount of $10,000 is being amortized over 5 years starting May, 2011. Accordingly, the annual interest rate is 20% and
for the twelve months ended December 31, 2013 and 2012, $2,000 was recorded as interest expense. As at December 31, 2013, the
unamortized discount is $4,750.





F-12







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2013



|Note
    6 | Convertible
    Note Payable - continued
|---------- | ----------------------------------------



The
balance of the second convertible note payable is as follows:



|                                              |  | 2013 |        |  | 2012 |  
|--------------------------------------------- |  | ---- | ------ |  | ---- | -
|Balance - December 31                         |  |      |        |  |      |  
|                                              |  |      |        |  |      |  
|Proceeds from promissory note                 |  | $    | 25,000 |  |      | $
|Value allocated to additional paid-in capital |  |      | 25,000 |  |      |  
|                                              |  |      |        |  |      |  
|Balance allocated to convertible note payable |  |      | -      |  |      |  
|Amortized discount                            |  |      | 7,500  |  |      |  
|Balance, convertible note payable             |  | $    | 7,500  |  |      | $



The
total discount of $25,000 will be amortized over 5 years starting July, 2012. Accordingly, the annual interest rate is 20% and
for the twelve months ended December 31, 2013, $5,000 was recorded as interest expense and $2,500 was recorded as interest expenses
for December 31, 2012. As at December 31, 2013 the unamortized discount is $17,500.



|Note
7 | Income
                     Taxes
|------ | ---------------------------------



Income
tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows:



| |                                                                                        |  |                   |         |   |                   |   |         | Cumulative to     | 
| | -------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | ----------------- | 
| |                                                                                        |  | December 31, 2013 |         |   | December 31, 2012 |   |         | December 31, 2013 | 
| |                                                                                        |  |                   |         |   |                   |   |         |                   | 
| | Net income (loss) for the period                                                       |  | $                 | (40,368 | ) |                   | $ | (52,606 | )                 | 
| | Statutory and effective tax rates                                                      |  |                   | 25.8    | % |                   |   | 25.0    | %                 | 
| | Income taxes expenses (recovery) at the effective rate                                 |  | $                 | (10,695 | ) |                   | $ | (13,152 | )                 | 
| | Effect of permanent differences                                                        |  |                   | 4,829   |   |                   |   | 4,625   |                   | 
| | Effect of changes in income tax rate                                                   |  |                   | (2,664  | ) |                   |   | 3,403   |                   | 
| | Change in valuation allowance                                                          |  |                   | 8230    |   |                   |   | 5,124   |                   | 
| |                                                                                        |  |                   |         |   |                   |   |         |                   | 
| | Corporate income tax expense (recovery) and corporate income tax
    Liability (asset) |  | $                 | -       |   |                   | $ | -       |                   | 



F-13







MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2013



|Note
7 | Income
                     Taxes – Continued
|------ | ---------------------------------------------



As
at December 31, 2013 the tax effect of the temporary timing differences that give rise to significant components of deferred income
tax asset are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the
deferred income tax asset will not be realized.



| |                           |  | December
    31, 2013 |         |   | December
    31, 2012 |   |         | December
    31, 2011 | 
| | ------------------------- |  | --------------------- | ------- | - | --------------------- | - | ------- | --------------------- | 
| |                           |  |                       |         |   |                       |   |         |                       | 
| | Tax loss carried forward  |  | $                     | 282,560 |   |                       | $ | 260,942 |                       | 
| |                           |  |                       |         |   |                       |   |         |                       | 
| | Deferred tax assets       |  | $                     | 73,466  |   |                       | $ | 65,236  |                       | 
| | Valuation allowance       |  |                       | (73,466 | ) |                       |   | (65,236 | )                     | 
| |                           |  |                       |         |   |                       |   |         |                       | 
| | Deferred taxes recognized |  | $                     | -       |   |                       | $ | -       |                       | 



The
tax losses will expire between 2015 and 2033.



F-14







Signatures



In accordance with the requirements
of the Securities Exchange Act of 1934, Madison Explorations, Inc. has caused this report to be signed on its behalf by the undersigned
duly authorized person.



| | Madison
    Explorations, Inc.
| | ------------------------------
| |                               
| | By:                           
| | Name:                         
| | Title:                        
| |                               
| | Dated:                        



Pursuant to the requirements of
the Securities Exchange Act of 1934, the following persons on behalf of Madison Explorations, Inc. and in the capacities and on
the dates indicated have signed this report below.



|Signature            |  | Title                                                                                                                                                                                                                                                                                                            |  | Date                  
|-------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------
|                     |  |                                                                                                                                                                                                                                                                                                                  |  |                       
|                     |  | President,
                                         Chief Executive Officer,
        Principal
        Executive Officer, Treasurer,
        Corporate
        Secretary,
        Chief
        Financial Officer,
        Principal
        Financial Officer, and
        Principal
        Accounting Officer |  | September
    22, 2014
|/s/
    Joseph Gallo |  | Member of the Board of
    Directors                                                                                                                                                                                                                                                                             |  |                       
|Joseph
    Gallo     |  |                                                                                                                                                                                                                                                                                                                  |  |                       



Madison Explorations, Inc.Form 10-K/A - 2013Page 5