United
states

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/a

(Amendment
No. 1)



|[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. 1 (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 restated auditor report to correct date error.















TABLE OF CONTENTS



|             |                                                                                                                  |    | Page
|------------ | ---------------------------------------------------------------------------------------------------------------- | -- | ----
|PART
    I   |                                                                                                                  |    |     
|Item
    1.  | Business                                                                                                         |    | 3   
|Item 1A.     | Risk Factors                                                                                                     |    | 5   
|Item 1B.     | Unresolved Staff Comments                                                                                        |    | 5   
|Item
    2.  | Properties                                                                                                       |    | 5   
|Item
    3.  | Legal
    Proceedings                                                                                            |    | 5   
|Item
    4.  | Mine
    Safety Disclosures                                                                                      |    | 5   
|             |                                                                                                                  |    |     
|PART
    II  |                                                                                                                  |    |     
|Item
    5.  | Market
    for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |    | 5   
|Item
    6.  | Selected
    Financial Data                                                                                      |    | 6   
|Item
    7.  | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                        |    | 6   
|Item
    7A. | Quantitative
    and Qualitative Disclosures About Market Risk                                                   |    | 10  
|Item
    8.  | Financial
    Statements and Supplementary Data                                                                  |    | 11  
|Item
    9.  | Changes
    in and Disagreements with Accountants on Accounting and Financial Disclosure                         |    | 13  
|Item
    9A. | Controls
    and Procedures                                                                                      |    | 13  
|Item
    9B. | Other
    Information                                                                                            |    | 15  
|             |                                                                                                                  |    |     
|PART
    III |                                                                                                                  |    |     
|Item
    10. | Directors,
    Executive Officers and Corporate Governance                                                       |    | 15  
|Item
    11. | Executive
    Compensation                                                                                       |    | 17  
|Item
    12. | Security
    Ownership of Certain Beneficial Holders and Management and Related Stockholder Matters              |    | 17  
|Item
    13. | Certain
    Relationships and Related Transactions, and Director Independence                                    |    | 18  
|Item
    14. | Principal
    Accountant Fees and Services                                                                       |    | 19  
|             |                                                                                                                  |    |     
|PART
    IV  |                                                                                                                  |    |     
|Item
    15. | Exhibits,
    Financial Statement Schedules                                                                      |    | 20  
|             |                                                                                                                  |    |     
|SIGNATURES   |                                                                                                                  | 21





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









Forward Looking Statements



The information in this annual
report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties, including statements regarding
Madison’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by
terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”,
“anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”,
the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks outlined from time to time, in other reports Madison’s
files with the Securities and Exchange Commission.



The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this
Form 10-K/A for the fiscal year ended December 31, 2013, are subject to risks and uncertainties that could cause actual results
to differ materially from the results expressed in or implied by the statements contained in this report. As a result, the identification
and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable
alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking
statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the
following information are accurate.



All forward-looking statements
are made as of the date of filing of this Form 10-K/A and Madison disclaims any obligation to publicly update these statements,
or disclose any difference between its actual results and those reflected in these statements. Madison may, from time to time,
make oral forward-looking statements. Madison strongly advises that the above paragraphs and the risk factors described in this
Annual Report and in Madison’s other documents filed with the United States Securities and Exchange Commission should be
read for a description of certain factors that could cause the actual results of Madison to materially differ from those in the
oral forward-looking statements. Madison disclaims any intention or obligation to update or revise any oral or written forward-looking
statements whether as a result of new information, future events or otherwise.



part
I



|Item 1. | Business.
|------- | ---------



(a) Business Development



Madison Explorations, Inc. (“Madison”)
is a Nevada corporation that was incorporated on June 15, 1998. Madison was initially incorporated under the name “Madison-Taylor
General Contractors, Inc.” Effective May 24, 2004, Madison changed its name to “Madison Explorations, Inc.”



Madison incorporated one wholly
owned subsidiary named Scout Resources, Inc. to conduct Canadian exploration activities and to ensure that Madison was in compliance
with local law that requires a domestic Canadian corporation to conduct local exploration activities. Both Madison and Scout Resources,
Inc. will be referred to collectively as the “Company”.



Madison maintains its statutory
resident agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and its business office is located at 2825
E. Cottonwood Parkway, Suite 500, Salt Lake City, Utah, 84121. Madison’s office telephone number is (801) 326-0110.



Madison has an authorized capital
of 500,000,000 shares of Common Stock with a par value of $0.001 per share, of which 113,020,000 shares of Common Stock are currently
issued and outstanding.



Madison maintains a website at
HTTP://WWW.MADISONEXPLORATION.COM. Madison’s website and its linked contents are not part of this annual report.



Madison has not been involved
in any bankruptcy, receivership or similar proceedings. There has been no material reclassification, merger consolidation or purchase
or sale of a significant amount of assets not in the ordinary course of Madison’s business.



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







(b) Business of Madison



Madison is engaged in the business
mineral exploration. Management is currently evaluating mineral properties with the goal of identifying a property for acquisition.
To date, Madison has not identified properties that it intends to acquire and has not entered into any agreements for the acquisition
of any interest in a new mineral property.



Madison’s viability and
potential success lie in its ability to acquire, exploit, develop and generate revenue from future mineral interests. There can
be no assurance that such revenues will be obtained. The exploration of mineral deposits involves significant financial risks
over a long period of time which even with a combination of careful evaluations, experience and knowledge may not be eliminated.
It is impossible to ensure that proposed exploration programs will be profitable or successful.



The inability of Madison to locate
a viable mineral deposit will have a material adverse effect on its operations and could result in a total loss of our business.



Madison has not generated any
revenue or conducted any development operations since inception.



Competition



The mineral exploration business
is an extremely competitive industry. Madison is competing with many other exploration companies looking for minerals. Madison
is one of the smallest exploration companies and a very small participant in the mineral exploration business. Being a junior
mineral exploration company, Madison competes with other similar companies for financing and joint venture partners. Additionally,
Madison competes for resources such as professional geologists, camp staff, rental equipment, and mineral exploration supplies.



Raw Materials



The raw materials for any of Madison’s
exploration program will include camp equipment, hand exploration tools, sample bags, first aid supplies, groceries and propane.
All of these types of materials are readily available from a variety of suppliers. If heavy machinery and qualified operators
are required, Madison intends to contract the services of professional mining contractors, drillers and geologist.



Dependence on Major Customers



Madison has no customers.



Patents/Trade Marks/Licences/Franchises/Concessions/Royalty
Agreements or Labour Contracts



Madison has no intellectual property
such as patents or trademarks. Additionally, Madison has no royalty agreements or labor contracts.



Government Controls and Regulations



Madison’s business is subject
to various levels of government controls and regulations, which are supplemented and revised from time to time. However, Madison
is unable to predict what additional legislation or revisions may be proposed that might affect its business or when any such
proposals, if enacted, might become effective. Such changes, however, could require increased capital and operating expenditures
and could prevent or delay certain operations by Madison.



The various levels of government
controls and regulations address, among other things, the environmental impact of mining and mineral processing operations. With
respect to the regulation of mining and processing, legislation and regulations in various jurisdictions establish performance
standards, air and water quality emission standards and other design or operational requirements for various components of operations,
including health and safety standards. Legislation and regulations also establish requirements for decommissioning, reclamation
and rehabilitation of mining properties following the cessation of operations, and may require that some former mining properties
be managed for long periods of time.



Costs and Effects of Compliance with Environmental
Laws



Madison currently has no costs
to comply with environmental laws.



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







Expenditures on Research and
Development During the Last Two Fiscal Years



Madison has not incurred any research
or development expenditures since its inception on June 15, 1998.



Number of Total Employees and
Number of Full Time Employees



Madison does not have any employees
other than the directors and officers of Madison. Madison intends to retain the services of independent geologists, prospectors
and consultants on a contract basis to conduct the exploration programs on as required throughout the course of its mineral exploration
program.



|Item
    1A. | Risk Factors.
|------------ | -------------



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



|Item
    1B. | Unresolved Staff Comments.
|------------ | --------------------------



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



|Item 2. | Properties.
|------- | -----------



Madison’s executive offices
are located at 2825 E. Cottonwood Parkway, Suite 500, Salt Lake City, Utah, 84121.



Madison currently has no interest
in any property.



|Item 3. | Legal
                                         Proceedings.
|------- | -----------------------------------------------------------



Madison
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.



|Item
    4. | Mine
    Safety Disclosures.
|----------- | ----------------------------



There
are no current mining activities at the date of this report.



PART
II



|Item
    5. | Market
    for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|----------- | -----------------------------------------------------------------------------------------------------------------



(a) Market Information



Madison’s Common Stock has
been quoted on the NASD OTC Bulletin Board under the symbol “MDEX” since April 26, 2006. The following table gives
the high and low bid information for each fiscal quarter Madison’s common stock has been quoted for the last two fiscal
years and for the interim period ended December 31, 2013. The bid information was obtained from OTC Markets Group Inc. and reflects
inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.



|High
    & Low Bids
|-------------------
|Period
    ended   
|31 December 2013   
|30 September 2013  
|30 June 2013       
|31 March 2013      
|31 December 2012   
|30 September 2012  
|30 June 2012       
|31 March 2012      



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







(b) Holders of Record



Madison has approximately 14 holders
of record of Madison’s Common Stock as of December 31, 2013 according to a shareholders’ list provided by Madison’s
transfer agent as of that date. The number of registered shareholders does not include any estimate by Madison of the number of
beneficial owners of Common Stock held in street name. The transfer agent for Madison’s Common Stock is Pacific Stock Transfer,
4045 South Spencer Street, Suite 403, Las Vegas, Nevada 89119 and their telephone number is (702)
361-3033.



(c) Dividends



Madison has declared no dividends
on its Common Stock, and is not subject to any restrictions that limit its ability to pay dividends on its shares of Common Stock.
Dividends are declared at the sole discretion of Madison’s Board of Directors.



(d) Recent Sales of Unregistered Securities



There have been no sales of unregistered
securities within the last three years that would be required to be disclosed pursuant to Item 701 of Regulation S-K.



There is currently $130,000 in
outstanding debt securities convertible into, 13,000,000 shares of Madison’s Common Stock.



(e) Penny Stock Rules



Trading in Madison’s Common
Stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to
be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require
that any broker-dealer who recommends Madison’s Common Stock to persons other than prior customers and accredited investors,
must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s
written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to
any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with
trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and
the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers
by such requirements may discourage broker-dealers from effecting transactions in Madison’s securities, which could severely
limit their market price and liquidity of Madison’s securities. The application of the “penny stock” rules may
affect your ability to resell Madison’s securities.



|Item
    6. | Selected Financial Data.
|----------- | ------------------------



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



|Item
    7. | Management’s Discussion and Analysis
    of Financial Condition and Results of Operations.
|----------- | ------------------------------------------------------------------------------------------



THE FOLLOWING PRESENTATION
OF THE PLAN OF OPERATION OF MADISON EXPLORATIONS, INC. SHOULD BE READ IN CONJUNCTION WITH THE AUDITED FINANCIAL STATEMENTS AND
OTHER FINANCIAL INFORMATION INCLUDED HEREIN.



Overview



Madison was incorporated in the
State of Nevada on June 15, 1998 under the name “Madison-Taylor General Contractors, Inc.” Effective May 24, 2004,
Madison changed its name to “Madison Explorations, Inc.”



Madison is an exploration stage
company. Madison’s principal business is the acquisition and exploration of mineral resources. Madison does not currently
have any interest in any mineral exploration properties and is presently seeking to acquire a new mineral or oil and gas exploration
property.



Management has decided to expand
Madison’s focus and identify and assess new projects for acquisition purposes that are more global in nature. Management
will continue to focus on exploring and adding value to the project interests already acquired but will also now focus on new
projects on an international level.



Madison Explorations, Inc.Form 10-K/A - 2013Page 6







Plan of Operation



During the next 12 months management
plans on acquiring an interest in a new mineral or oil and gas exploration property. Madison has minimal finances and accordingly
there is no assurance that it will be able to acquire an interest in any new property. Management anticipates that Madison will
have to complete additional financings in connection with the acquisition of any interest in a new property. To date, Madison
has not entered into any agreements for the acquisition of any interest in a new property. Further, Madison has no arrangements
for any financing required to funds our continued operations or the acquisition of any interest in a new property. Further, even
if Madison is able to acquire an interest in a new property, there is no assurance that it will be able to raise the financing
necessary to complete exploration of the new property. Based on Madison’s financial position, there is no assurance that
Madison will be able to continue its business operations.



In addition, management anticipates
incurring the following expenses during the next 12 month period:



| | ● | Management anticipates
    spending approximately $3,000 in ongoing general and administrative expenses per month for the next 12 months, for a total
    anticipated expenditure of $36,000 over the next 12 months. The general and administrative expenses for the year will consist
    primarily of professional fees for the audit and legal work relating to Madison’s regulatory filings throughout the
    year, as well as transfer agent fees, annual mineral claim fees and general office expenses.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ● | Management anticipates
    spending approximately $12,000 in complying with Madison’s obligations as a reporting company under the Securities
    Exchange Act of 1934. These expenses will consist primarily of professional fees relating to the preparation of Madison’s
    financial statements and completing its annual report, quarterly report, and current report filings with the SEC.                                                                                                               



As at December 31, 2013, Madison
had cash of $9,941 and a working capital deficit of $178,472. Accordingly, Madison will require additional financing in the amount
of $216,531 in order to fund its obligations as a reporting company under the Securities Act of 1934and itsgeneral
and administrative expenses for the next 12 months.



During the 12 month period following
the date of this annual report, management anticipates that Madison will not generate any revenue. Accordingly, Madison will be
required to obtain additional financing in order to continue its plan of operations. Management believes that debt financing will
not be an alternative for funding Madison’s plan of operations as it does not have tangible assets to secure any debt financing.
Rather, management anticipates that additional funding will be in the form of equity financing from the sale of Madison’s
Common Stock. However, Madison does not have any financing arranged and cannot provide investors with any assurance that it will
be able to raise sufficient funding from the sale of its Common Stock to fund its plan of operations. In the absence of such financing,
Madison will not be able to acquire any interest in a new property and its business plan will fail. Even if Madison is successful
in obtaining equity financing and acquire an interest in a new property, additional exploration property will be required before
a determination as to whether commercially exploitable mineralization or quantities of oil or gas present. If Madison does not
continue to obtain additional financing, it will be forced to abandon its business and plan of operations.



Risk Factors



An investment in Madison’s
Common Stock involves a number of very significant risks. Prospective investors should refer to all the risk factors disclosed
in Madison’s Form 10-KSB filed on April 15, 2009.



Financial Condition



As at December 31, 2013, Madison
had a cash balance of $9,941. Management does not anticipate generating any revenue for the foreseeable future. When additional
funds become required, the additional funding will come from equity financing from the sale of Madison’s Common Stock. If
Madison is successful in completing an equity financing, existing shareholders will experience dilution of their interest in Madison.
Madison does not have any financing arranged and Madison cannot provide investors with any assurance that Madison will be able
to raise sufficient funding from the sale of its Common Stock. In the absence of such financing, Madison’s business will
fail.



Madison Explorations, Inc.Form 10-K/A - 2013Page 7







Based on the nature of Madison’s
business, management anticipates incurring operating losses in the foreseeable future. Management bases this expectation, in part,
on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Madison’s
future financial results are also uncertain due to a number of factors, some of which are outside its control. These factors include,
but are not limited to:



| | ● | Madison’s
    ability to raise additional funding;                                                             
| | - | ---------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                
| | ● | the
    market price for minerals;                                                                             
| |   |                                                                                                                
| | ● | the
    results of Madison’s proposed exploration programs on its exploration mineral properties; and          
| |   |                                                                                                                
| | ● | Madison’s
    ability to find joint venture partners for the development of its exploration mineral properties.



Due to Madison’s lack of
operating history and present inability to generate revenues, Madison’s auditors have stated their opinion that there currently
exists a substantial doubt about Madison’s ability to continue as a going concern. Even if Madison acquires a mineral or
oil and gas property and raises the necessary capital to conduct an exploration program, and it is successful in identifying a
mineral deposit, Madison will have to spend substantial funds on further drilling and engineering studies before it will know
if it has a commercially viable mineral deposit or reserve.





Functional Currency



Madison’s functional currency
is the United States dollar. Madison has determined that its functional currency is the United States dollar for the following
reasons:



| | ● | Madison’s current
    and future financings are and will be in United States dollars;           
| | - | ------------------------------------------------------------------------------------------------
| |   |                                                                                                 
| | ● | Madison maintains a
    majority of its cash holdings in United States dollars;                 
| |   |                                                                                                 
| | ● | a majority of Madison’s
    administrative expenses are undertaken in United States dollars; and
| |   |                                                                                                 
| | ● | all cash flows are generated
    in United States dollars.                                      



Exploration Expenses – Canadian GAAP vs. US
GAAP



Under Canadian GAAP, mineral properties
including exploration, development and acquisition costs, may be carried at cost and charged to operations if the properties are
abandoned or impaired. Under US GAAP, all expenditures relating to mineral interests prior to the completion of a definitive feasibility
study, which establishes proven and probable reserves, must be expensed as incurred. Once a final feasibility study has been completed,
additional costs incurred to bring a mine into production are capitalized as development costs. Madison’s audited financial
statements use US GAAP.



Liquidity and Capital Resources



As of December 31, 2013, Madison
had total assets of $9,941, and a working capital deficit of $$178,472, compared with a working capital deficit of $165,774 as
of December 31, 2012. The increase in the working capital deficit was primarily due to an increase in notes payable and an increase
in convertible notes payable. The assets consisted of $9,941 in cash and the liabilities consisted of $31,842 in accounts payable
($32,390 in 2012), $80,310 in notes payable and accrued interest ($79,542 in 2012), $76,000 in convertible notes payable ($57,250
in 2012), and $261 due to a related party.



There are no assurances that Madison
will be able to achieve further sales of its Common Stock or any other form of additional financing. If Madison is unable to achieve
the financing necessary to continue its plan of operations, then Madison will not be able to continue its exploration programs
and its business will fail.



Net Cash
Used in Operating Activities



For the fiscal year ended December
31, 2013, net cash used in operating activities increased to $22,166 compared with $27,684 for the same period in the previous
fiscal year. The use of cash was primarily due to a net loss of $40,368, less a non cash interest on the convertible debt of $10,750,
and an decrease of $548 in accounts payable.



Net Cash
Provided by Investing Activities



Net cash provided by investing
activities was $nil for the fiscal year ended December 31, 2013 as compared with cash flow from investing activities of $nil for
the same period in the previous fiscal year.



Madison Explorations, Inc.Form 10-K/A - 2013Page 8







Net Cash
Provided by Financing Activities



Net cash flows provided by financing
activities decreased to $25,468 for the fiscal year ended December 31, 2013 as compared with financing activities of $29,348 for
the same period in the previous fiscal year. The net cash provided by financing activities was due to the proceeds from notes
payable.



Results of Operation for the Period
Ended December 31, 2013



Madison has had $144,000 in operating
revenues since its inception on June 15, 1998, through to December 31, 2013, but no revenues for the past two fiscal years. Madison’s
activities have been financed from the proceeds of share subscriptions and proceeds from notes payable. From its inception, on
June 15, 1998, to December 31, 2013 Madison has raised a total of $113,020 from private offerings of its Common Stock.



References to the discussion below
to fiscal 2013 are to Madison’s fiscal year ended on December 31, 2013. References to fiscal 2012 are to Madison’s
fiscal year ended December 31, 2012.



|                                |  | For
    the Year Ended December 31, 2013 $ |         |   | For
    the Year Ended December 31, 2012 $ |  |         | Accumulated
    from June 15, 1998 (Date of Inception) to December 31, 2013 $ | 
|------------------------------- |  | ------------------------------------------ | ------- | - | ------------------------------------------ |  | ------- | ----------------------------------------------------------------------------- | 
|                                |  | (Audited)                                  |         |   | (Audited)                                  |  |         | (Audited)                                                                     | 
|Revenue                         |  |                                            | –       |   |                                            |  | –       |                                                                               | 
|                                |  |                                            |         |   |                                            |  |         |                                                                               | 
|Operating expenses              |  |                                            |         |   |                                            |  |         |                                                                               | 
|Exploration and
    Development |  |                                            | –       |   |                                            |  | –       |                                                                               | 
|General and administrative      |  |                                            | 18,179  |   |                                            |  | 30,607  |                                                                               | 
|Other expense
    – interest    |  |                                            | (22,189 | ) |                                            |  | (21,999 | )                                                                             | 
|Net income (loss)               |  |                                            | (40.368 | ) |                                            |  | (52,606 | )                                                                             | 
|Translation
    gain (loss)     |  |                                            | 2,670   |   |                                            |  | (857    | )                                                                             | 
|Total comprehensive
    loss    |  |                                            | (37,698 | ) |                                            |  | (53,463 | )                                                                             | 



Exploration and Development



Exploration and development expenses
incurred since inception were attributable to the payments made to maintain title to Madison’s mineral claims.



General and Administrative



General and administrative expenses
are the general office and operational expenses of Madison. They include bank charges, filing and transfer agent fees, website
costs, and rent.



Off-Balance Sheet Arrangements



Madison has no off-balance sheet
arrangements including arrangements that would affect its liquidity, capital resources, market risk support and credit risk support
or other benefits.



Material Commitments for Capital Expenditures



Madison had no contingencies or
long-term commitments at December 31, 2013.



Madison Explorations, Inc.Form 10-K/A - 2013Page 9







Tabular Disclosure of Contractual Obligations



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



Critical Accounting Policies



Madison’s financial statements
and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies.
Management believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects
of Madison’s financial statements is critical to an understanding of Madison’s financial statements.



Use of Estimates



The preparation of financial statements
in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
revenue and expenses in the reporting period. Madison regularly evaluates estimates and assumptions related to deferred income
tax asset valuation allowances. Madison bases its estimates and assumptions on current facts, historical experience and various
other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other
sources. The actual results experienced by Madison may differ materially and adversely from Madison’s estimates. To the
extent there are material differences between the estimates and the actual results, future results of operations will be affected.



Fair Value Measurements



Madison 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. Madison 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, Madison considers the principal or most advantageous market in which Madison 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. Madison 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.Madison has not elected the fair value option for any eligible financial instruments.



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.



|Item 7A. | Quantitative
                                         and Qualitative Disclosures About Market Risk.
|-------- | ----------------------------------------------------------------------------------------------------



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



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







|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                   |  |               
|                                                       |  |               
|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 11







|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 2011 and
the related statements of operations and comprehensive loss, stockholders’ equity (deficiency) and cash flows for the years
ended December 31, 2013 and 2011 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 2011 and the results of its operations and changes in equity (deficiency) and cash
flows for the years ended December 31, 2013 and 2011 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 12







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 six 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:



| |                                               |  | Dec 31, 2013 |        |  | Dec 31, 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 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.



The
balance of the fifth 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.



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 sixth 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.



|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







|Item 9. | Changes
                                         in and Disagreements with Accountants on Accounting and Financial Disclosure.
|------- | ------------------------------------------------------------------------------------------------------------------------------



There are no changes in and disagreements
with Madison’s accountants on accounting and financial disclosure. Madison’s Independent Registered Public Accounting
Firm since January 31, 2009 has been K. R. Margetson Ltd, Chartered Accountants, 210, 905 West Pender Street, Vancouver BC V6C
1L6, Canada.



|Item 9A. | Controls
                                         and Procedures.
|-------- | -----------------------------------------------------------------



Disclosure Controls and
Procedures



In connection with the preparation
of this annual report on Form 10-K/A, an evaluation was carried out by Madison’s management, with the participation of the
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of Madison’s disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December
31, 2013. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed
or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the
SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer
and the Chief Financial Officer, to allow timely decisions regarding required disclosures.



Based 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.



Management’s Report
on Internal Controls over Financial Reporting



Management is responsible for
establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404
A. Madison’s internal control over financial reporting is a process designed under the supervision of Madison’s Chief
Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of Madison’s financial statements for external purposes in accordance with U.S. generally accepted accounting
principles. Internal control over financial reporting includes those policies and procedures that:



| | ● | pertain to the maintenance
    of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Madison’s assets;                                                                                                                                                                                  
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                           
| | ● | provide 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; and
| |   |                                                                                                                                                                                                                                                                                                                                           
| | ● | provide 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.                                                                                                                         



Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree
of compliance with the policies or procedures may deteriorate.



Management conducted an assessment
of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013, based on criteria
established in Internal Control –Integrated Frameworkissued 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 reporting.



A 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.



Madison Explorations, Inc.Form 10-K/A - 2013Page 13







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 Madison’s
board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
(2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses
were identified by Madison’s Chief Financial Officer in connection with the audit of its financial statements as of December
31, 2013 and communicated the matters to management.



As a result of the material weakness
in internal control over financial reporting described above, management has concluded that, as of December 31, 2013, Madison’s
internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Frameworkissued by COSO.



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.



Madison 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.



Management 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. In addition, management believes
that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses: (i)
insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application
of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes.
Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result
proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide
the cross training needed to support Madison if personnel turn-over issues within the department occur. This coupled with the
appointment of additional outside directors will greatly decrease any control and procedure issues Madison may encounter in the
future.



Management 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.



Madison’s independent auditors
have not issued an attestation report on management’s assessment of Madison’s internal control over financial reporting.
As a result, this annual report does not include an attestation report of Madison’s independent registered public accounting
firm regarding internal control over financial reporting. Madison was not required to have, nor has Madison, engaged its 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 Madison to provide only management’s report in this annual report.



Changes in Internal Controls



There 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 December
31, 2013, that materially affected, or are reasonably likely to materially affect, Madison’s internal control over financial
reporting.



Madison Explorations, Inc.Form 10-K/A - 2013Page 14







|Item 9B. | Other
                                         Information
|-------- | ----------------------------------------------------------



During the fourth quarter of the
fiscal year covered by this Form 10-K/A, Madison reported all information that was required to be disclosed in a report on Form
8-K.



PART
III



|Item 10. | Directors,
                                         Executive Officers, and Corporate Governance.
|-------- | -------------------------------------------------------------------------------------------------



(a) Identify Directors and Executive Officers



Each director of Madison holds
office until (i) the next annual meeting of the stockholders, (ii) his successor has been elected and qualified, or (iii) the
director resigns.



Madison’s management team is listed below.



|Officer’s
    Name |  | Madison
    Explorations, Inc.                                       |  | Scout
    Resources, Inc.
|------------------ |  | -------------------------------------------------------------------- |  | -------------------------
|Joseph Gallo       |  | Director and President, CEO, CFO, Treasurer,
    Corporate Secretary |  | Director and President   



Joseph Gallo ●
Mr. Gallo (54 years old)has been a director and the president of Madison since June 2007 and the CFO, treasurer, and corporate
secretary of Madison since September 2011. Mr. Gallo developed his managerial skills while moving up the store managerial ranks
with Canada Safeway, Ltd., starting as a clerk in 1977, through service as a Team Leader and becoming an Assistant Store Manager
and Store Closer, a position which he held until his resignation in 2006. Since 2006, he has devoted his time to developing his
residential construction and rehabilitation business (d/b/a “Solid Construction”) that he founded and has run since
1992. In 1986, Mr. Gallo founded Jovic Plasticfacture, to which he assigned the patent for the bicycle brake light that he had
invented that incorporated microprocessor technology (“speed indicating light mechanism”). The product was voted the
most innovative product of the year by the Vancouver Design Group, was awarded two governmental grants, and the company commercialized
the product until 1991. Mr. Gallo’s past experience includes the staking of mineral exploration properties for companies
such as US Diamonds Corporation and Atlas Corporation.



(b) Identify Significant Employees



Madison has no significant employees
other than the sole director and officer of Madison.



(c) Family Relationships



There are no family relationships
among the directors, executive officers or persons nominated or chosen by Madison to become directors or executive officers.



(d) Involvement in Certain
Legal Proceedings



| | (1) | No bankruptcy petition
    has been filed by or against any business of which any director was a general partner or executive officer either at the time
    of the bankruptcy or within two years prior to that time.                                                                                                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                 
| | (2) | No director has been
    convicted in a criminal proceeding and is not subject to a pending criminal proceeding (excluding traffic violations and other
    minor offences).                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                 
| | (3) | No
    director has been subject to any order, judgement, or decree, not subsequently reversed, suspended or vacated, of any court
    of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement
    in any type of business, securities or banking activities.
| |     |                                                                                                                                                                                                                                                                                                                                 
| | (4) | No director has been
    found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures
    Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended,
    or vacated.                           



Madison Explorations, Inc.Form 10-K/A - 2013Page 15







(e) Compliance with Section 16(a) of the Exchange
Act.



Section 16(a) of the Security
Exchange Act of 1934 requires directors, executive officers and 10% or greater shareholders of Madison to file with the Securities
and Exchange Commission initial reports of ownership (Form 3) and reports of changes in ownership of equity securities of the
Company (Form 4 and Form 5) and to provide copies of all such Forms as filed to Madison. Based solely on Madison’s review
of the copies of these forms received by it or representations from certain reporting persons, management believes that SEC beneficial
ownership reporting requirements for fiscal 2012 were met.



(f) Nomination Procedure for Directors



Madison does not have a standing
nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors. Madison
has not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders
to send communications to the board of directors.



(g) Audit Committee Financial Expert



Madison has no financial expert.
Management believes the cost related to retaining a financial expert at this time is prohibitive. Madison’s Board of Directors
has determined that it does not presently need an audit committee financial expert on the Board of Directors to carry out the
duties of the Audit Committee. Madison’s Board of Directors has determined that the cost of hiring a financial expert to
act as a director of Madison and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs
the benefits of having a financial expert on the Audit Committee.



(h) Identification of Audit Committee



Madison does not have a separately-designated
standing audit committee. Rather, Madison’s entire board of directors perform the required functions of an audit committee.
Currently, Joseph Gallo is the only member of Madison’s audit committee, but he does not meet Madison’s independent
requirements for an audit committee member. See “Item 12. (c) Director independence” below for more information on
independence.



Madison’s audit committee
is responsible for: (1) selection and oversight of Madison’s independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing
procedures for the confidential, anonymous submission by Madison’s employees of concerns regarding accounting and auditing
matters; (4) engaging outside advisors; and, (5) funding for the outside auditor and any outside advisors engaged by the audit
committee.



As of December 31, 2013, Madison
did not have a written audit committee charter or similar document.



(i) Code of Ethics



Madison has adopted a financial
code of ethics that applies to all its executive officers and employees, including its CEO and CFO. See Exhibit 14 – Code
of Ethics for more information. Madison undertakes to provide any person with a copy of its financial code of ethics free of charge.
Please contact Madison at (801) 326-0110to request a copy of Madison’s financial code of ethics. Management believes Madison’s
financial code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair,
accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting
of code violations; and provide accountability for adherence to the code.



Madison Explorations, Inc.Form 10-K/A - 2013Page 16







|Item 11. | Executive
                                         Compensation.
|-------- | ----------------------------------------------------------------



Madison has paid no compensation
to its named executive officers during its fiscal year ended December 31, 2013.



summary
compensation table



|Name
    and principal position (a)                                                           |  | Year
    (b)   |  | Salary
    ($) (c) |  | Bonus
    ($) (d) |  | Stock 
    Awards ($) (e) |  | Option 
    Awards ($) (f) |  | Non-Equity
    Incentive Plan ($) (g) |  | Non-qualified
    Deferred 
    Compensation 
    Earnings ($) (h) |  | All
    other compensation ($) (i) |  | Total($)(j)
|--------------------------------------------------------------------------------------------- |  | -------------- |  | ------------------ |  | ----------------- |  | ------------------------- |  | -------------------------- |  | ------------------------------------- |  | ------------------------------------------------------------------ |  | ---------------------------------- |  | -----------
|Joseph Gallo President
    June 2007 – present
    Secretary/Treasurer
    Sep 2011 - present |  | 2013 2012 2011 |  | nil nil nil        |  | nil nil nil       |  | nil nil nil               |  | Nil nil nil                |  | nil
    nil nil                       |  | nil nil nil                                                        |  | nil nil nil                        |  | nil nil nil



Since Madison’s
inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised or repriced.



Currently, there are no arrangements
between Madison and any of its directors whereby such directors are compensated for any services provided as directors.



There are no employment agreements
between Madison and any named executive officer, and there are no employment agreements or other compensating plans or arrangements
with regard to any named executive officer which provide for specific compensation in the event of resignation, retirement, other
termination of employment or from a change of control of Madison or from a change in a named executive officer’s responsibilities
following a change in control.



|Item 12. | Security
                                         Ownership of Certain Beneficial Holders and Management and Related Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------



(a) Security Ownership of Certain
Beneficial Owners (more than 5%)



|(1)
    Title of Class |  | (2)
    Name and Address of Beneficial Owner                                                         |  | (3)Amount and Nature of Beneficial
                                         Owner[1] |            |  | (4)Percentof Class[2] | 
|---------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------ | ---------- |  | --------------------- | 
|Common
    Stock       |  | Joseph
    Gallo
    4448 Patterdale Street
    North Vancouver, British Columbia
    V7R 4L8 Canada |  |                                                                                      | 30,885,000 |  |                       | 
|Common
    Stock       |  | Steven Cozine
    701-1460 Barclay Street
    Vancouver, British Columbia
    V6G 1J5 Canada         |  |                                                                                      | 33,385,000 |  |                       | 



[1]The
listed beneficial owner has no right to acquire any shares within 60 days of the date of this Form 10-K/A from options, warrants,
rights, conversion privileges or similar obligations excepted as otherwise noted.



[2]Based on 113,020,000 shares of Common Stock issued and outstanding as of March 7, 2014.



Madison Explorations, Inc.Form 10-K/A - 2013Page 17







(b) Security Ownership of Management



|(1)
    Title of Class |  | (2)
    Name and Address of Beneficial Owner                                                         |  | (3)
    Amount and Nature of
    Beneficial Owner |            |  | (4)Percentof Class[1] | 
|---------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ------------------------------------------------- | ---------- |  | --------------------- | 
|Common
    Stock       |  | Joseph
    Gallo
    4448 Patterdale Street
    North Vancouver, British Columbia
    V7R 4L8 Canada |  |                                                   | 30,885,000 |  |                       | 
|Common
    Stock       |  | Directors and Executive
    Officers (as a group)                                                    |  |                                                   | 30,885,000 |  |                       | 



[1]Based
on 113,020,000 shares of Common Stock issued and outstanding as of March 7, 2014.



(c) Changes in Control



Management is not aware of any
arrangement that may result in a change in control of Madison.



|Item 13. | Certain
                                         Relationships and Related Transactions, and Director Independence.
|-------- | -------------------------------------------------------------------------------------------------------------------



(a) Transactions with Related Persons



Since the beginning of Madison’s
last fiscal year, no director, executive officer, security holder, or any immediate family of such director, executive officer,
or security holder has had any direct or indirect material interest in any transaction or currently proposed transaction, which
Madison was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the average of Madison’s
total assets at year-end for the last three completed fiscal years.



(b) Promoters and control persons



From July 2004 until June 2007,
Kevin Stunder and Joel Haskins were promoters of Madison’s business. From June 2007 until July 2011, Joseph Gallo and Steven
Cozine were promoters of Madison’s business. From July 2011 until present Joseph Gallo has been the promoter of Madison’s
business None of these promoters have received anything of value from Madison nor is any person entitled to receive anything of
value from Madison for services provided as a promoter of the business of Madison.



(c) Director independence



Madison’s board of directors
currently consists of Joseph Gallo. Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, Madison’s board
of directors has adopted the definition of “independent director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual.
In summary, an “independent director” means a person other than an executive officer or employee of Madison or any
other individual having a relationship which, in the opinion of Madison’s board of directors, would interfere with the exercise
of independent judgement in carrying out the responsibilities of a director, and includes any director who accepted any compensation
from Madison in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years. Also, the ownership
of Madison’s stock will not preclude a director from being independent.



In applying this definition, Madison’s
board of directors has determined that Mr. Gallo does not qualify as an “independent director” pursuant to Rule 4200(a)(15)
of the NASDAQ Manual.



As of the date of the report,
Madison did not maintain a separately designated compensation or nominating committee. Madison has also adopted this definition
for the independence of the members of its audit committee. Joseph Gallo serves on Madison’s audit committee. Madison’s
board of directors has determined that Mr. Gallo is not “independent” for purposes of Rule 4200(a)(15) of the NASDAQ
Manual, applicable to audit, compensation and nominating committee members, and is “independent” for purposes of Section
10A(m)(3) of the Securities Exchange Act.



Madison Explorations, Inc.Form 10-K/A - 2013Page 18







|Item 14. | Principal
                                         Accounting Fees and Services
|-------- | -------------------------------------------------------------------------------



(1) Audit Fees



The aggregate fees billed for
each of the last two fiscal years for professional services rendered by the principal accountant for Madison’s audit of
annual financial statements and for review of financial statements included in Madison’s Form 10-Q’s or services that
are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years
was:



2013 - $7,900
– K. R. Margetson Ltd. – Chartered Accountants

2012 - $5,500
– K. R. Margetson Ltd. – Chartered Accountants



(2) Audit-Related Fees



The aggregate fees billed in each
of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the
performance of the audit or review of Madison’s financial statements and are not reported in the preceding paragraph:



2013 - $nil
– K. R. Margetson Ltd. – Chartered Accountants 2012 - $nil – K. R. Margetson Ltd. – Chartered Accountants



(3) Tax Fees



The aggregate fees billed in each
of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and
tax planning was:



2013 - $nil
– K. R. Margetson Ltd. – Chartered Accountants

2012 - $nil
– K. R. Margetson Ltd. – Chartered Accountants



(4) All Other Fees



The aggregate fees billed in each
of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:



2013 - $nil
– K. R. Margetson Ltd. – Chartered Accountants

2012 - $nil
– K. R. Margetson Ltd. – Chartered Accountants



(6) The percentage of hours
expended on the principal accountant’s engagement to audit Madison’s financial statements for the most recent fiscal
year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees
was nil %.



|Item 15. | Exhibits,
                                         Financial Statement Schedules.
|-------- | ---------------------------------------------------------------------------------



|1. | Financial
    Statements                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                            
|   | Consolidated
    financial statements of Madison Explorations, Inc. have been included in Item 8 above.                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                            
|2. | Financial
    Statement Schedules                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                            
|   | All
    schedules for which provision is made in Regulation S-X are either not required to be included herein under the related
    instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement
    and, therefore, have been omitted from this Item 15.
|   |                                                                                                                                                                                                                                                                                                                            
|3. | Exhibits                                                                                                                                                                                                                                                                                                                   



All
Exhibits required to be filed with the Form 10-K/A are included in this amended annual report or incorporated by reference to
Madison’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC
File Number 000-51302.



Madison Explorations, Inc.Form 10-K/A - 2013Page 19







|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                |  | Status  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|        |  |                                                                                                                                                                                                                                                                                                                                                                            |  |         
|3.1     |  | Articles of Incorporation
    and Certificate of Amendment, filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4,
    2005, and incorporated herein by reference.                                                                                                                                                                          |  | Filed   
|        |  |                                                                                                                                                                                                                                                                                                                                                                            |  |         
|3.2     |  | By-Laws, filed as an
    exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated herein by reference.                                                                                                                                                                                                                             |  | Filed   
|        |  |                                                                                                                                                                                                                                                                                                                                                                            |  |         
|10.1    |  | Mineral Property Agreement
    dated June 16, 2004, filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and
    incorporated herein by reference.                                                                                                                                                                                  |  | Filed   
|        |  |                                                                                                                                                                                                                                                                                                                                                                            |  |         
|14      |  | Code of Ethics, filed
    as an exhibit to Madison’s 2010 annual report on Form 10-K filed on March 31, 2010, and incorporated herein by reference.                                                                                                                                                                                                                        |  | Filed   
|        |  |                                                                                                                                                                                                                                                                                                                                                                            |  |         
|31      |  | Certifications pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                              |  | Included
|        |  |                                                                                                                                                                                                                                                                                                                                                                            |  |         
|32      |  | Certification pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                |  | Included
|        |  |                                                                                                                                                                                                                                                                                                                                                                            |  |         
|101*    |  | Financial statements
    from the annual report on Form 10-K of Madison Explorations, Inc. for the year ended December 31, 2013, formatted in XBRL:
    (i) the Consolidated Balance Sheets, (ii) the Consolidated Statement of Operations; (iii) the Consolidated Statements of Stockholders’
    Equity (Deficiency), and (iv) the Consolidated Statements of Cash Flows |  | Filed   



* In
accordance with Rule 402 of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information
is furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities
Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject
to liability under these sections.



Madison Explorations, Inc.Form 10-K/A - 2013Page 20







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 |  | June
    10, 2014
|/s/
    Joseph Gallo |  | Member of the Board of
    Directors                                                                                                                                                                                                                                                                             |  |                  
|Joseph
    Gallo     |  |                                                                                                                                                                                                                                                                                                                  |  |                  



Madison Explorations, Inc.Form 10-K/A - 2013Page 21