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MADISON VENTURES INC. - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

July 14, 2014

RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $39,213 in operating expenses from inception through March 31, 2014.

For the year ended March 31, 2014, we incurred $57,382 in operating expenses, comprised of $55,006 in professional fees, $1,975 in exploration costs, and $401 in general and administrative expenses. For the year ended March 31, 2013, we incurred $4,932 in operating expenses, consisting of $4,867 in exploration costs and $65 in general and administrative expenses.

Our net loss since inception (September 14, 2009) through March 31, 2014 was $39,213.

The following table provides selected financial data about our company for the years ended March 31, 2014 and 2013.

Balance Sheet Data March 31, 2014 March 31, 2013 Cash and Cash Equivalents $ 106 $ 32,164 Total Assets $ 106 $ 32,164 Total Liabilities $ 6,803 $ - Shareholders' Equity $ 18,287$ 52,148 GOING CONCERN



Madison Ventures Inc. is an exploration stage company and currently has no operations. Our independent auditor has issued an audit opinion for Madison Ventures which includes a statement raising substantial doubt as to our ability to continue as a going concern.

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LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at March 31, 2014 was $106 with $6,803 in outstanding liabilities. Total expenditures over the next 12 months are expected to be approximately $152,984. If we experience a shortage of funds prior to generating revenues from operations we may utilize funds from our directors, who have informally agreed to advance funds to allow us to pay for operating costs, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us. Management believes our current cash balance will not be sufficient to fund our operations for the next twelve months.

PLAN OF OPERATION

Our plan of operation for the twelve months following the date of this Form 10-K is to complete the first and second phases of the exploration program on our prospects. In addition to the $115,459 we anticipate spending for the first two phases of the exploration program as outlined below, we anticipate spending an additional $12,525 on general and administration expenses and $25,000 complying with reporting obligations, and general administrative costs as a reporting issuer. Total expenditures over the next 12 months are therefore expected to be approximately $152,984. We will experience a shortage of funds prior to funding and we may utilize funds from our president, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

PHASE 1 Item Units Unit Cost ($/unit) Units Cost Line-cutting Ln-km $700 17 $11,900 Soil Geochemical Assays Sample $20 600 $12,000 Transportation Month $2,000 1/2 $1,000 Accommodation & Meals Month $4,500 1/2 $2,250 Soil Sampling Labor Day $800 5 $4,000 Compilation & Reporting Day $800 5 $4,000 Sub-Total $35,150 15% Contingency $5,272 Total $40,422 PHASE 2 Item Units Unit Cost ($/unit) Units Cost Prospecting Samples Sample $30 300 $9,000 Litho-Geochemical Assays Sample $80 50 $4,000 Transportation Month $2,000 1/2 $1,000 Accommodation & Meals Month $4,500 1/2 $2,250 Prospecting Labor Day $400 60 $24,000 Geological Mapping Day $700 30 $21,000 Compilation & Reporting Day $800 5 $4,000 Sub-Total $65,250 15% Contingency $9,787 Total $75,037 20

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We plan to commence Phase 1 of the exploration program on the prospects in the fall of 2014. We expect this phase to take 15 days to complete and an additional one to two months for the geologist to prepare her report.

The above program costs are management's estimates based upon the recommendations of the consulting geologist's report and the actual project costs may exceed our estimates. To date, we have not commenced exploration.

Following Phase 1 of the exploration program, if it proves successful in identifying mineral deposits, we intend to proceed with Phase 2 of our exploration program. Management will rely on the consulting geologist's recommendations in making a decision to proceed with Phase 2. Subject to the results of Phase 1, we anticipate commencing with Phase 2 in the winter of 2014. We will require additional funding to commence with Phase 1 work on the prospects; we have no current plans on how to raise the additional funding. We cannot provide any assurance that we will be able to raise sufficient funds to proceed with any work after the first phase of the exploration program.

On March 3, 2012 we entered into a Mineral Property Option Agreement (the "Option Agreement") with Brian Fowler, William Roberts and Jason Shaver (collectively, "Optionors"), whereby we have the right to acquire a 100% interest in three mining claims, claims numbers 4263523, 4263524 and 4266933 (collectively, the "Johnny Lake Property"), located in the Thunder Bay Mining District of the Province of Ontario, Canada. In order exercise our option to acquire 100% of the claims underlying the Johnny Lake Property, the Option Agreement requires us to make a total of $30,000 in payments to the Optionors, in four payments, as follows: (i) an initial cash payment of $15,000 (the obligation of which to pay was deferred by the Optionors for eight months, but was paid by us prior to the expiration of the eight-month period), (ii) $5,000 on or before March 3, 2013, which $5,000 we paid on March 3, 2013, (iii) $5,000 on or before March 3, 2014, which $5,000 we paid on February 25, 2014 and (iv) $5,000 on or before March 3, 2015. A net smelter royalty ("NSR") of 2% is carried by the Optionors through the life of mine on the property. The Company has the right to purchase at any time 1% of the NSR from the Optionors for $1,000,000, and the option expires March 3, 2015.

If we fail to pay the exercise price, we will not have the right to conduct exploration activities at all. Currently, we do not have sufficient funds to pay the exercise price. We cannot provide investors with any assurance that we will be able to raise sufficient funds pay the exercise price, and we have no current plans on how to raise the additional funding. In terms of exploratory work we will be able to conduct before we exercise the option, we anticipate completing Phases 1 and 2 of our Plan of Operation, subject to our ability to raise sufficient funds to complete Phases 1 and 2, and depending on the results of Phases 1 and 2, commencement of drilling of any significant targets generated during Phase 2 work.

BUDGET ACCOUNTING AND AUDIT PLAN



We intend to continue to have our President prepare our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor. Our independent auditor is expected to charge us approximately $2,000 to review our quarterly financial statements and approximately $4,000 to audit our annual financial statements. In the next twelve months, we anticipate spending approximately $13,500 to pay for our accounting and audit requirements.

SEC FILING PLAN

We expect to incur filing costs of approximately $1,000 per quarter to support our quarterly and annual filings with the SEC. In the next twelve months, we anticipate spending approximately $10,000 for legal costs in connection with our three quarterly filings, annual filing, and other filings.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

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