---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSION
  Washington, D.C. 20549

FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period EndedJune 30, 2008

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File No. 000-51302

MADISON EXPLORATIONS INC.(Exact name of small business issuer as specified in its
charter)

|Nevada                          | 7389                         | Pending            
|------------------------------- | ---------------------------- | -------------------
|(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer   
|incorporation or organization)  | Classification Code Number)  | Identification No.)

1100 E. 29th St., Suite 153, North Vancouver, British
Columbia, Canada,V7K 1C2(Address of
principal executive offices)

(206) 202-4519(Registrants
telephone number, including area code)

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

Large accelerated filer [   ]       Accelerated
  filer [   ] 
  [X] Non-accelerated filer      [X] Smaller reporting
  company

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes[X]   No [   ]

The number of shares of Common Stock, $0.001 par value, of the
registrant outstanding at August 11, 2008 was 113,020,000.



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TABLE OF CONTENTS

PagePART
      I.Item
      1. Financial Statements.Item
      2. Managements Discussion andItem
      3. Quantitative and Qualitative Disclosures About Market RisksItem
      4. Controls and Procedures.PART
      II.Item
      1. Legal Proceedings.Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds.Item
      3. Defaults Upon Senior Securities.Item
      4. Submission of Matter to Vote of Security Holders.Item
      5. Other Information.Item
      6. Exhibits.SIGNATURES


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Statement Regarding Forward-Looking Statements

This Form 10-Q contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended
Section 21E of the Securities Exchanged Act of 193, as amended, which are
intended to be covered by the safe harbors created thereby. The statements
contained in this report on Form 10-Q that are not purely historical are
forward-looking statements within the meaning of applicable securities laws.
Forward-looking statements include statements regarding our expectations,
anticipation, intentions, beliefs, or strategies regarding the future.
Forward looking statements also include statements regarding fluctuations in the
price of gold or certain other commodities, (such as silver, copper, diesel
fuel, and electricity); changes in national and local government legislation,
taxation, controls, regulations and political or economic changes in the United
States or other countries in which we may carry on business in the future;
business opportunities that may be presented to or pursued by us; our ability to
integrate acquisitions successfully; operating or technical difficulties in
connection with exploration or mining activities; the speculative nature of gold
exploration, including risks of diminishing quantities or grades of reserves;
and contests over our title to properties. All forward-looking statements
included in this report are based on information available to us as of the
filing date of this report, and we assume no obligation to update any such
forward-looking statements. Our actual results could differ materially from the
forward-looking statements. Among the factors that could cause actual results to
differ materially are the factors discussed in Item 1A of Part II, Risk
Factors.

PART I.

Item 1.Financial Statements.

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MADISON EXPLORATIONS, INC.(An Exploration Stage
  Enterprise)

CONSOLIDATED FINANCIAL STATEMENTS 
  JUNE 30, 2008(UNAUDITED)

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MADISON EXPLORATIONS, INC.
  (An Exploration Stage
  Enterprise) 
  CONTENTS









|FINANCIAL STATEMENTS                                     |     
|-------------------------------------------------------- | ----
|                                                         |     
|Consolidated
      Balance Sheets                        | 1   
|                                                         |     
|Consolidated
      Statements of Operations              | 2   
|                                                         |     
|Consolidated
      Statements of Stockholders' (Deficit) | 3   
|                                                         |     
|Consolidated
      Statements of Cash Flows              | 4   
|                                                         |     
|Notes
      to Consolidated Financial Statements         | 5-10

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MADISON EXPLORATIONS, INC.(An Exploration Stage
    Enterprise)CONSOLIDATED BALANCE SHEETS

|                                                    |   | June 30,    |   |   | December 31, |  
|--------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                    |   | 2008        |   |   | 2007         |  
|                                                    |   | (unaudited) |   |   |              |  
|                                                    |   |             |   |   |              |  
|ASSETS                                              |   |             |   |   |              |  
|                                                    |   |             |   |   |              |  
|CURRENT ASSETS                                      |   |             |   |   |              |  
|Cash                                                | $ | 38,097      |   | $ | 5,637        |  
|                                                    |   |             |   |   |              |  
|Total assets                                        | $ | 38,097      |   | $ | 5,637        |  
|                                                    |   |             |   |   |              |  
|                                                    |   |             |   |   |              |  
|LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)       |   |             |   |  
|CURRENT LIABILITIES                                 |   |             |   |   |              |  
|Accounts
      payable and accrued liabilities      | $ | 9,084       |   | $ | 7,221        |  
|Notes payable and accrued
      interest            |   | 103,354     |   |   | 61,922       |  
|Shareholder loan                                    |   | 561         |   |   | -            |  
|                                                    |   |             |   |   |              |  
|Total current liabilities                           | $ | 112,999     |   | $ | 69,143       |  
|                                                    |   |             |   |   |              |  
|                                                    |   |             |   |   |              |  
|STOCKHOLDERS (DEFICIT)                             |   |             |   |   |              |  
|Common
      stock: $.001 par value;                |   |             |   |   |              |  
|Authorized 500,000,000 shares;                      |   |             |   |   |              |  
|Issued and outstanding: 113,020,000 shares          |   |             |   |   |              |  
|June 30, 2008 and December 31, 2007                 | $ | 113,020     |   | $ | 113,020      |  
|Additional paid-in capital                          |   | (57,118     | ) |   | (57,118      | )
|Accumulated other
      comprehensive income        |   | (7,494      | ) |   | (7,740       | )
|Accumulated deficit during exploration stage        |   | (123,310    | ) |   | (111,668     | )
|                                                    |   |             |   |   |              |  
|Total stockholders (deficit)                       | $ | (74,902     | ) | $ | (63,506      | )
|                                                    |   |             |   |   |              |  
|Total liabilities and
      stockholders (deficit) | $ | 38,097      |   | $ | 5,637        |  

See Accompanying Notes to Consolidated Financial Statements.

F-1

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MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise) 
  CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)

June 15, 1998Three months ended
      
      
      Six months ended
      
      
      (inception) toJune 30,
      
      
      June 30,
      
      
      June 30,
      
      
      June 30,
      
      
      June 30,2008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Revenues
      $
      -
      
      $
      50,000
      
      $
      -
      
      $
      50,000
      
      $
      144,000Operating expensesExploration and development
      $
      -
      
      $
      -
      
      $
      -
      
      $
      131
      
      $
      109,040General and administrative
      
      7,665
      
      
      6,327
      
      
      9,905
      
      
      14,389
      
      
      145,585Income (loss) before other expense
      
      (7,665
      )
      
      43,673
      
      $
      (9,905
      )
      
      35,480
      
      $
      (110,625
      )Other expense
      
      871
      
      
      837
      
      
      1,737
      
      
      1,662
      
      
      12,685Net income (loss)
      $
      (8,536
      )
      $
      42,836
      
      $
      (11,642
      )
      $
      33,818
      
      $
      (123,310
      )Net income (loss) per
        share,basic and diluted
      $
      (0.00
      )
      $
      0.00
      
      $
      (0.00
      )
      $
      0.00Average number of sharesof common stock outstanding
      
      113,020,000
      
      
      113,020,000
      
      
      113,020,000
      
      
      113,020,000


See Accompanying Notes to Consolidated Financial Statements.

F-2

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MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise)CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) 
    (UNAUDITED)

AccumulatedAccumulated
      
      
      DeficitAdditional
      
      
      Other
      
      
      DuringCommon
        Stock
      
      
      Paid-in
      
      
      Comprehensive
      
      
      ExplorationShares
      
      
      Amount
      
      
      Capital
      
      
      Income
      
      
      Stage
      
      
      TotalJune 15, 1998, issuecommon stock
      
      53,750,000
      
      $
      53,750
      
      $
      (53,320
      )
      $
      -
      
      $
      -
      
      $
      430Net (loss), December 31, 1999
      
      
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Balance, December 31, 1999
      
      53,750,000
      
      $
      53,750
      
      $
      (53,320
      )
      
      -
      
      $
      -
      
      $
      430Net (loss), December 31, 2000
      
      
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Balance, December 31, 2000
      
      53,750,000
      
      $
      53,750
      
      $
      (53,320
      )
      $
      -
      
      $
      -
      
      $
      430Net (loss), December 31, 2001
      
      
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Balance, December 31, 2001
      
      53,750,000
      
      $
      53,750
      
      $
      (53,320
      )
      $
      -
      
      $
      -
      
      $
      430Net (loss), December 31, 2002
      
      
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Balance, December 31, 2002
      
      53,750,000
      
      $
      53,750
      
      $
      (53,320
      )
      $
      -
      
      $
      -
      
      $
      430Net (loss), December 31, 2003
      
      
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Balance, December 31, 2003
      
      53,750,000
      
      $
      53,750
      
      $
      (53,320
      )
      $
      -
      
      $
      -
      
      $
      430Issuance of common stockfor cash
      
      59,070,000
      
      
      59,070
      
      
      (58,598
      )
      
      
      
      
      
      
      
      472June 14, 2004 forward stock split5000:1Capital contribution
      
      
      
      
      
      
      
      5,000
      
      
      
      
      
      
      
      
      5,000Foreign currency adjustments
      
      
      
      
      
      
      
      
      
      
      (2,554
      )
      
      
      
      
      (2,554
      )Net (loss), December 31, 2004
      
      
      
      
      -
      
      
      -
      
      
      -
      
      
      (49,088
      )
      
      (49,088
      )Balance, December 31, 2004
      
      112,820,000
      
      $
      112,820
      
      $
      (106,918
      )
      $
      (2,554
      )
      $
      (49,088
      )
      $
      (45,740
      )Foreign currency adjustments
      
      
      
      
      
      
      
      
      
      
      (444
      )
      
      
      
      
      (444
      )Net (loss), December 31, 2005
      
      
      
      
      -
      
      
      -
      
      
      -
      
      
      (48,720
      )
      
      (48,720
      )Balance, December 31, 2005
      
      112,820,000
      
      $
      112,820
      
      $
      (106,918
      )
      $
      (2,998
      )
      $
      (97,808
      )
      $
      (94,904
      )Issuance of common stockfor cash
      
      200,000
      
      
      200
      
      
      49,800
      
      
      
      
      
      
      
      
      50,000Foreign currency adjustments
      
      
      
      
      
      
      
      
      
      
      (1,297
      )
      
      
      
      
      (1,297
      )Net (loss), December 31, 2006
      
      
      
      
      -
      
      
      -
      
      
      -
      
      
      (38,511
      )
      
      (38,511
      )Balance, December 31, 2006
      
      113,020,000
      
      $
      113,020
      
      $
      (57,118
      )
      $
      (4,295
      )
      $
      (136,319
      )
      $
      (84,712
      )Foreign currency adjustments
      
      
      
      
      
      
      
      
      
      
      (3,445
      )
      
      
      
      
      (3,445
      )Net income, December 31, 2007
      
      
      
      
      -
      
      
      -
      
      
      -
      
      
      24,651
      
      
      24,651Balance, December 31, 2007
      
      113,020,000
      
      $
      113,020
      
      $
      (57,118
      )
      $
      (7,740
      )
      $
      (111,668
      )
      $
      (63,506
      )Foreign currency adjustments
      
      
      
      
      
      
      
      
      
      
      246
      
      
      -
      
      
      246Net (loss), June 30, 2008
      
      
      
      
      
      
      
      
      
      
      
      
      
      (11,642
      )
      
      (11,642
      )Balance, June 30, 2008
      
      113,020,000
      
      $
      113,020
      
      $
      (57,118
      )
      $
      (7,494
      )
      $
      (123,310
      )
      $
      (74,902
      )


See Accompanying Notes to Consolidated Financial Statements.

F-3

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MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise) 
  CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)

|                                                           |   |                  |   |   |                |   |   | June 15, 1998 |  
|---------------------------------------------------------- | - | ---------------- | - | - | -------------- | - | - | ------------- | -
|                                                           |   | Six Months Ended |   |   | (inception) to |  
|                                                           |   | June 30,         |   |   | June 30,       |   |   | June 30,      |  
|                                                           |   | 2008             |   |   | 2007           |   |   | 2008          |  
|                                                           |   |                  |   |   |                |   |   |               |  
|Cash Flows From                                            |   |                  |   |   |                |   |   |               |  
|Operating Activities                                       |   |                  |   |   |                |   |   |               |  
|Net income (loss)                                          | $ | (11,642          | ) | $ | 33,818         |   | $ | (123,310      | )
|Adjustments to reconcile net loss                          |   |                  |   |   |                |   |   |               |  
|to cash used in operating
      activities:                |   |                  |   |   |                |   |   |               |  
|Changes in assets and liabilities                          |   |                  |   |   |                |   |   |               |  
|(Increase) in deposits                                     |   | -                |   |   | 4,290          |   |   | -             |  
|(Increase) in prepaid expenses                             |   | -                |   |   | (49            | ) |   | -             |  
|Increase (decrease) in
      accounts payable and accruals |   | 1,863            |   |   | 1,800          |   |   | 9,084         |  
|Increase in deferred revenue                               |   | -                |   |   | (50,000        | ) |   | -             |  
|                                                           |   |                  |   |   |                |   |   |               |  
|Net cash used in                                           |   |                  |   |   |                |   |   |               |  
|operating activities                                       | $ | (9,779           | ) | $ | (10,141        | ) |   | (114,226      | )
|                                                           |   |                  |   |   |                |   |   |               |  
|Cash Flows From                                            |   |                  |   |   |                |   |   |               |  
|Investing Activities                                       |   |                  |   |   |                |   |   |               |  
|Net cash provided used in                                  |   |                  |   |   |                |   |   |               |  
|investing activities                                       | $ | -                |   | $ | -              |   |   | -             |  
|                                                           |   |                  |   |   |                |   |   |               |  
|Cash Flows From                                            |   |                  |   |   |                |   |   |               |  
|Financing Activities                                       |   |                  |   |   |                |   |   |               |  
|Issuance of common stock                                   | $ | -                |   | $ | -              |   | $ | 113,020       |  
|Capital contribution                                       |   | -                |   |   | -              |   |   | (57,118       | )
|Officer loans and advances                                 |   | 561              |   |   | (1,776         | ) |   | 561           |  
|Notes payable                                              |   | 41,431           |   |   | 1,000          |   |   | 103,354       |  
|                                                           |   |                  |   |   |                |   |   |               |  
|Net cash provided by (used in)                             |   |                  |   |   |                |   |   |               |  
|financing activities                                       | $ | 41,992           |   | $ | (776           | ) | $ | 159,817       |  
|                                                           |   |                  |   |   |                |   |   |               |  
|Effect of exchange rate changes on cash and                |   |                  |   |   |                |   |   |               |  
|cash equivalents                                           | $ | 247              |   | $ | (945           | ) | $ | (7,494        | )
|                                                           |   |                  |   |   |                |   |   |               |  
|Net increase (decrease)                                    |   |                  |   |   |                |   |   |               |  
|in cash                                                    | $ | 32,460           |   | $ | (11,862        | ) | $ | 38,097        |  
|                                                           |   |                  |   |   |                |   |   |               |  
|Cash, beginning of period                                  |   | 5,637            |   |   | 20,422         |   |   | -             |  
|                                                           |   |                  |   |   |                |   |   |               |  
|Cash, end of period                                        | $ | 38,097           |   | $ | 8,560          |   | $ | 38,097        |  

See Accompanying Notes to Consolidated Financial Statements

F-4

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MADISON EXPLORATIONS, INC.
  (An Exploration Stage Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | While the information presented in the accompanying
      interim six months consolidated financial statements is unaudited, it
      includes all adjustments, which are, in the opinion of management,
      necessary to present fairly the financial position, results of operations
      and cash flows for the interim periods presented in accordance with
      accounting principles generally accepted in the United States of America.
      These interim financial statements follow the same accounting policies and
      methods of their application as the Companys December 31, 2007 annual
      consolidated financial statements. All adjustments are of a normal
      recurring nature. It is suggested that these interim financial statements
      be read in conjunction with the Companys December 31 2007 annual
      financial statements. Operating results for the six months ended June 30,
      2008 are not necessarily indicative of the results that can be expected
      for the year ended December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Note 2 | 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 interim consolidated 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 June 30, 2008 the Company had not yet
      achieved profitable operations, has accumulated losses of $123,310 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.

F-5

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MADISON EXPLORATIONS, INC.
  (An Exploration Stage Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Nature and Continuance of Operations

a) Recent Accounting Pronouncements

In May, 2008, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 163, Accounting for Financial
  Guarantee Insurance Contractsan interpretation of FASB Statement No. 60 (SFAS
  163). This Statement requires that an insurance enterprise recognize a claim
  liability prior to an event of default (insured event) when there is evidence
  that credit deterioration has occurred in an insured financial obligation. This
  Statement also clarifies how Statement 60 applies to financial guarantee
  insurance contracts, including the recognition and measurement to be used to
  account for premium revenue and claim liabilities. Those clarifications will
  increase comparability in financial reporting of financial guarantee insurance
  contracts by insurance enterprises. This Statement requires expanded disclosures
  about financial guarantee insurance contracts. The accounting and disclosure
  requirements of the Statement will improve the quality of information provided
  to users of financial statements. This Statement is effective for financial
  statements issued for fiscal years beginning after December 15, 2008, and all
  interim periods within those fiscal years, except for some disclosures about the
  insurance enterprises risk-management activities. This Statement requires that
  disclosures about the risk-management activities of the insurance enterprise be
  effective for the first period (including interim periods) beginning after
  issuance of this Statement. Except for those disclosures, earlier application is
  not permitted. The adoption of this statement will have no material effect on
  the Companys financial condition or results of operations.

In May, 2008, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 162, The Heirarchy of Generally
  Accepted Accounting Principles (SFAS No. 162). This Statement identifies the
  sources of accounting principles and the framework for selecting the principles
  to be used in the preparation of financial statements of nongovernmental
  entities that are presented in conformity with generally accepted accounting
  principles (GAAP) in the United States (the GAAP hierarchy). The sources of
  accounting principles1 that are generally accepted are categorized in descending
  order of authority as follows:

a. FASB Statements of Financial
  Accounting Standards and Interpretations, FASB Statement 133 Implementation
  Issues, FASB Staff Positions, and American Institute of Certified Public
  Accountants (AICPA) Accounting Research Bulletins and Accounting Principles
  Board Opinions that are not superseded by actions of the FASB

b. FASB Technical Bulletins and, if
  cleared2 by the FASB, AICPA Industry Audit and Accounting Guides and Statements
  of Position

c. AICPA Accounting Standards Executive
  Committee Practice Bulletins that have been cleared by the FASB, consensus
  positions of the FASB Emerging Issues Task Force (EITF), and the Topics
  discussed in Appendix D of EITF Abstracts(EITF D-Topics)

F-6

---

MADISON EXPLORATIONS, INC.
  (An Exploration Stage Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Nature and Continuance of Operations  Contd

a) Recent Accounting Pronouncements  Contd

d. Implementation guides (Q&As)
  published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry
  Audit and Accounting Guides and Statements of Position not cleared by the FASB,
  and practices that are widely recognized and prevalent either generally or in
  the industry.

The adoption of this statement will have no material effect on
  the Companys financial condition or results of operations.

In March 2008, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 161, Disclosures about
  Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No.
  133 (SFAS No. 161). This statement changes the disclosure requirements for
  derivative instruments and hedging activities. Entities are required to provide
  enhanced disclosures about (a) how and why an entity uses derivative
  instruments, (b) how derivative instruments and related hedged items are
  accounted for under Statement 133 and its related interpretations, and (c) how
  derivative instruments and related hedged items affect an entitys financial
  position, financial performance, and cash flows. This Statement is intended to
  enhance the current disclosure framework in Statement 133. The Statement
  requires that objectives for using derivative instruments be disclosed in terms
  of underlying risk and accounting designation. This disclosure better conveys
  the purpose of derivative use in terms of the risks that the entity is intending
  to manage. Disclosing the fair values of derivative instruments and their gains
  and losses in a tabular format should provide a more complete picture of the
  location in an entitys financial statements of both the derivative positions
  existing at period end and the effect of using derivatives during the reporting
  period. Disclosing information about credit-risk-related contingent features
  should provide information on the potential effect on an entitys liquidity from
  using derivatives. Finally, this Statement requires cross-referencing within the
  footnotes, which should help users of financial statements locate important
  information about derivative instruments.

In December 2007, the FASB issued Statement of Financial
  Accounting Standards No. 160 ("SFAS 160"), Noncontrolling Interests in
  Consolidated Financial Statements, this statement requires that the ownership
  interests in subsidiaries held by parties other than the parent be clearly
  identified, labeled, and presented in the consolidated statement of financial
  position within equity, but separate from the parents equity. The amount of
  consolidated net income attributable to the parent and to the noncontrolling
  interest be clearly identified and presented on the face of the consolidated
  statement of income. Changes in a parents ownership interest while the parent
  retains its controlling financial interest in its subsidiary be accounted for
  consistently. A parents ownership interest in a subsidiary changes if the
  parent purchases additional ownership interests in its subsidiary or if the
  parent sells some of its ownership interests in its subsidiary. It also changes
  if the subsidiary reacquires some of its ownership interests or the subsidiary
  issues additional ownership interests. All of those transactions are
  economically similar, and this Statement requires that they be accounted for
  similarly, as equity

F-7

---

MADISON EXPLORATIONS, INC.
  (An Exploration Stage Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Nature and Continuance of Operations  Contd

a) Recent Accounting Pronouncements  Contd

transactions. When a subsidiary is deconsolidated, any retained
  noncontrolling equity investment in the former subsidiary be initially measured
  at fair value. The gain or loss on the deconsolidation of the subsidiary is
  measured using the fair value of any noncontrolling equity investment rather
  than the carrying amount of that retained investment. Entities provide
  sufficient disclosures that clearly identify and distinguish between the
  interests of the parent and the interests of the noncontrolling owners. This
  Statement is effective for fiscal years, and interim periods within those fiscal
  years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
  entities with calendar year-ends). Earlier adoption is prohibited. The effective
  date of this Statement is the same as that of the related Statement 141(R)

In December 2007, the FASB issued Statement of Financial
  Accounting Standards No. 141R, Business Combinations, (SFAS No. 141R). This
  statement changes the accounting for business combinations. Under this
  statement, an acquiring entity is required to recognize all the assets acquired
  and liabilities assumed in a transaction at the acquisition-date fair value with
  limited exceptions. This statement changes the accounting treatment and
  disclosure for certain specific items in a business combination. This statement
  applies prospectively to business combinations for which the acquisition date is
  on or after the beginning of the first annual reporting period beginning on or
  after December 15, 2008. Accordingly, any business combinations we engage in
  will be recorded and disclosed following existing generally accepted accounting
  principles (GAAP) until January 1, 2009. We expect SFAS No. 141R will have an
  impact on accounting for business combinations once adopted but the effect is
  dependent upon acquisitions at that time.

b) Concentration of Credit Risks

The Company maintains its cash in bank deposit accounts, the
  balances of which, at times, may exceed Federal insurance limits. Exposure to
  credit risk is reduced by placing such deposits with major financial
  institutions and monitoring their credit ratings.

F-8

---

MADISON EXPLORATIONS, INC.
  (An Exploration Stage Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Nature and Continuance of Operations  Contd

c) Impairments 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.

d) Foreign Currency Translation and Transactions

The functional currency of the Company's operations 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'
  deficiency while foreign currency transaction gains and losses are included in
  operations.

The Company recorded a foreign currency (gain) loss of $nil
  during the three months and six months ended June 30, 2008 and 2007,
  respectively.

e) 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) Consolidation

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

F-9

---

MADISON EXPLORATIONS, INC.
  (An Exploration Stage Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Nature and Continuance of Operations  Contd

g) Estimates

The preparation of financial statements in conformity with U.S.
  generally accepted accounting principles requires management to make estimates
  and assumptions that affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the financial
  statements and the reported amounts of revenues and expenses during the
  reporting period. Actual results could differ from those estimates.

Note 3. Stockholders Equity (Deficit)

Net loss per common share

Net loss per share is calculated in accordance with SFAS No.
  128, Earnings Per Share. The weighted-average number of common shares
  outstanding during each period is used to compute basic loss per share. Diluted
  loss per share is computed using the weighted averaged number of shares and
  dilutive potential common shares outstanding. Dilutive potential common shares
  are additional common shares assumed to be exercised.

The Company has no warrants or options outstanding at June 30,
  2008 or December 31, 2007.

Note 4. Notes Payable

The Company has a note payable in the amount of $25,000 from
  Pale Face Holdings, Ltd. The note provides for interest payable at 8% annually.
  Accrued interest on the note payable was $6,797 as at June 31, 2008 and $5,797
  for the year ended December 31, 2007. The note payable balance including accrued
  interest was $31,797 and $29,797 at June 30, 2008 and June 30, 2007,
  respectively.

Two former officers of the Company have advanced funds to the
  Company to continue ongoing operations. On June 25, 2004, two former officers
  executed demand notes at 5% interest for $15,000 in CAD ($15,563 USD) each.
  Interest on the notes payable for the six months ended June 30, 2008, was $738
  and $662 for the six months ended June 30, 2008 and 2007. As of June 30, 2008
  and December 31, 2008, the former officer advances were $31,556 and $31,125.
  Effective June 30, 2007 the debt to the officers was sold to Paleface Holdings
  and is included with the Notes Payable at June 30, 2008 and December 31,
  2007.

F-10

---

MADISON EXPLORATIONS, INC.
  (An Exploration Stage Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Notes Payable  Contd

On April 7, 2008, the Company entered into a non-interesting
  bearing, $40,000 promissory note that is due on demand and may be convertible in
  whole or portion thereof, into common stock of the Company at $0.01 per share.

F-11

---

Item 2. Managements Discussion and Analysis or
Plan of Operations

The following discussion provides information that we believe
is relevant to an assessment and understanding of the results of operations and
financial condition of our company. It should be read in conjunction with the
Financial Statements and accompanying Notes.

Plan of Operation

GEOLOGICAL REPORT: SOUTHERN SASKATCHEWAN

The Company has several specific exploration objectives:

|(1) | To locate one or more
      Kimberlite/Lamproite pipes, dykes or sills;                           
|--- | --------------------------------------------------------------------------------------------------
|(2) | To determine whether the
      Kimberlite/Lamproite contains Diamonds; and                        
|(3) | To determine if the
      diamond-bearing pipe could be the source of an economically viable mine.

Even if the Company locates Kimberlite, the finding of diamonds
in Kimberlite is rare and the finding of a commercial grade of diamonds is
rarer.

We believe that exploration is by its very nature is
evolutionary. Each subsequent step is based on the foundation established by
previous results. Even then, diverse factors affect the process. Weather and
seasons influence when work can be commissioned. Previous results determine the
direction for future exploration and the availability of funds dictates what
work can be budgeted for each phase of exploration.

The Company has completed its initial phase of work on the
Scout Lake properties and now intends to continue the initial phase of work on
some of its other properties in the Wood Mountain District. The results at our
Scout Lake properties do not warrant spending further time and money at this
location.

Phase one work should consist of a ground magnetometer survey
at approximately 500 meter line-spacing. At the same time, surface samples
should be taken of till for heavy mineral evaluation. About 50 samples would
cover the grid area satisfactorily. If results warrant, a few lines of
gravimetric surveying could be done. Two or three RC drill holes (about 500
meter) would then test the anomaly.

Phase 1 - Initial Wood Mountain Evaluation

|- Ground Magnetometer - 1 month Instrument
      Rental |   | 1,800  | 
|------------------------------------------------------- | - | ------ | 
|- 50 Sample Collections - Processing @ $50 each         |   | 2,500  | 
|- Gravimetric Survey - Instrument Rental                |   | 600    | 
|- Chemical Analysis - 50 @ $10 each                     |   | 500    | 
|- Personnel - Geologist 2 weeks @ $300/day              |   | 4,200  | 
|- Personnel - Assistant 2 weeks @ $200/day              |   | 2,800  | 
|- Accommodation - $100/day x 2                          |   | 2,800  | 
|- Transportation - Truck Rental, Maintenance            |   | 2,000  | 
|Engineering & Supervision                               |   |        | 
|- Engineering & Supervision                             |   | 2,000  | 
|- Contingencies approximately 5%                        |   | 900    | 
|                                                        |   |        | 
|Phase 1 Total                                           | $ | 20,100 | 

---

Phase Two - Regional Program

The regional program of exploration is being proposed to locate
kimberlite diatremes. At present, we have regional to detailed heavy mineral
anomalies and regional to detailed magnetic anomalies. Unfortunately, the heavy
mineral dispersion is too widespread and the magnetic anomalies are too numerous
to allow reasonable drill target selection. The following systematic approach
may help us to alleviate this problem:

Regional Structural Study

Kimberlite pipe emplacement is governed by deep-seated
structures that penetrate stable Archean Cratons and allow the rapid rise of
lower mantle ultramafic magmas through diamond-bearing strata. Some of the major
structures in southern Saskatchewan are known, but it appears that a satellite
imagery interpretation, in particular of radar data, would be of value to us.

Regional Heavy Mineral Study

Heavy mineral data is already available to us from the
government and other available for purchase proprietary surveys. However, a
large proportion of the area of our interest remains without data.

It is proposed that a detailed heavy mineral survey be
conducted over the area with one sample being taken per township to start. The
usual method of processing heavy mineral samples, which includes, washing,
sizing, gravity separation by jig, tables or heavy liquids, microscopic
hand-picking and microprobe analysis would be prohibitively expensive.
Therefore, the following processing methodology is suggested:

|(a) | Sample till or stream sediments (about 20 kg).                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Wash and sieve sample in the field or nearby portable
      equipment to obtain a clean, sized fraction suitable for hydrosizing.                     
|(c) | Use a laboratory-sized elutriator (hydrosizer) to obtain
      a sized, heavy mineral fraction. Adjust density to retain all indicator
      minerals.
|(d) | Analyze for chromium and nickel and other trace elements
      by total fusion and ICP. This will provide an indicator for ultramafic
      rocks.    
|(e) | Plot results and evaluate for trends.                                                                                                                 
|(f) | Some detailed HM testing, - microprobing grain-picking.                                                                                               

Wood Mountain Formation Study

Heavy minerals including standard indicator minerals and
micro-diamonds have been recovered from the unconsolidated sand and gravel
deposits of the Wood Mountain formation. We believe that a heavy mineral study
of this formation and a paleo-current study should be undertaken. The samples
should be processed in the same manner as in the "Regional Heavy Mineral Study."

Compilation of Geophysical Data

|(a) | Aeromagnetic   
|--- | ---------------
|(b) | Ground magnetic
|(c) | Gravimetric    
|(d) | Seismic        

G.I.S. Compilation of all Data

---

A G.I.S. (Geographic Information Systems) compilation of the
following data should be undertaken in order to select the best drill targets:

|(a) | Bedrock Geology                                                          
|--- | -------------------------------------------------------------------------
|(b) | Surficial Geology (i.e. land surface to approximately 5
      feet below)
|(c) | Our HM Surveys                                                           
|(d) | Government surveys                                                       
|(e) | Federal-provincial geochem and HM                                        
|(f) | Aeromagnetic Data surveys                                                
|(g) | Gravity Data                                                             
|(h) | Seismic Data                                                             
|(i) | Ground Magnetic Data                                                     
|(j) | Cratonic Age Data                                                        
|(k) | Satellite Radar Imagery
Interpretation                                   

Phase 2 - Regional Program

|Regional Structural Study                                             |  |        | 
|--------------------------------------------------------------------- |  | ------ | 
|- Satellite Photos - 10 @ $200 each                                   |  | 2,000  | 
|- Interpretation - 10 hours @ $500                                    |  | 5,000  | 
|- Digitizing                                                          |  | 3,000  | 
|                                                                      |  |        | 
|Regional Heavy Mineral Study                                          |  |        | 
|- Sample collection - 600 samples @ $15
      each                    |  | 9,000  | 
|- Vehicle - FWD - 3 months @ $2,000/month                             |  | 6,000  | 
|- Detail Sample Collection - 1000 samples @
      $15 each            |  | 15,000 | 
|- Initial Processing                                                  |  | 24,000 | 
|- Washer/Sieve rental - 3 months @
      $2,000/month                 |  | 6,000  | 
|- Sample Bags - 1,600 20Kg bags @ $1 each                             |  | 1,600  | 
|- Sample Bags - 1,600 2Kg bags @ $1 each                              |  | 1,600  | 
|- Elutriation (Hydraulic Separation of HM) - 1600 @ $18.75
      each |  | 30,000 | 
|- ICP (Induced Coupled Polarization)
      (total) - 1600 @ $10 each  |  | 16,000 | 
|- Digitizing                                                          |  | 3,000  | 
|                                                                      |  |        | 
|Regional Surficial Geology Study                                      |  |        | 
|- Data Interpretation                                                 |  | 4,000  | 
|- Digitizing                                                          |  | 3,000  | 
|                                                                      |  |        | 
|Compilation of Geophysical Data                                       |  |        | 
|- Data Collection                                                     |  | 2,500  | 
|- Data Interpretation                                                 |  | 5,000  | 
|- Digitizing                                                          |  | 4,000  | 

---

|G.I.S. Compilation               |   |         | 
|-------------------------------- | - | ------- | 
|- Additional Data Collection     |   | 5,000   | 
|- Data Interpretation            |   | 5,000   | 
|- Digitizing                     |   | 5,000   | 
|                                 |   |         | 
|Engineering & Supervision        |   |         | 
|- Engineering & Supervision      |   | 15,000  | 
|- Contingencies approximately 5% |   | 7,800   | 
|                                 |   |         | 
|Phase 2 Total                    | $ | 178,500 | 

Phase Three - Drilling and Confirmation

The goal of this phase will be to locate anomalous areas by the
use of ground magnetic surveys, and to prioritize each for test drilling.

Gravimetric Surveys will be completed over the ground magnetic
anomalies - 1 or 2 lines per anomaly. Test Drilling will then be conducted to
test the best targets.

Phase 3 - Drilling and Confirmation

|Ground Magnetic Surveys                              |   |         | 
|---------------------------------------------------- | - | ------- | 
|- Instrument Rental - 3 months @ $1,600/month        |   | 4,800   | 
|- Field computer Rental - 3 month @
      $300/month |   | 900     | 
|- Operator/Assistant - 70 Days @ $300/day            |   | 21,000  | 
|                                                     |   |         | 
|Gravimetric Survey                                   |   |         | 
|- Instrument Rental - 3 months @
      $1,600/month  |   | 3,000   | 
|- Operator/Assistant - 70 Days @ $300/day            |   | 21,000  | 
|- Surveying                                          |   | 6,000   | 
|                                                     |   |         | 
|Test Drilling                                        |   |         | 
|- 5,000 ft. @ $10                                    |   | 50,000  | 
|- Cutting Analysis - 50 samples @ $500 each          |   | 25,000  | 
|                                                     |   |         | 
|Engineering & Supervision                            |   |         | 
|- Engineering & Supervision                          |   | 13,000  | 
|Contingencies approximately 5%                       |   | 6,700   | 
|                                                     |   |         | 
|                                                     |   |         | 
|                                                     |   |         | 
|Phase 3 Total                                        | $ | 151,400 | 

---

Twenty four Month Exploration Budget on new and future claims

The Company intends to option additional property by way of
claim staking or acquiring companies with promising mineral claims in the area
of Southern Saskatchewan and Northern Montana

Planned Exploration on future Claims
    Year 1
    Year 2Claim Staking/property acquisition
      50,000
      50,000Property Exploration Expenditures
    500,000
    650,000$550,000
      $700,000


The Company's business plan for the year 2008 will consist of
further exploration on the properties over which we hold mineral exploration
claims and options. As part of Phase Two, the Company also plans to continue
staking strategically important areas as more information becomes available with
respect to the geology of Southern Saskatchewan. The Company intends to use
third party contractors to collect soil samples, process and analyze the
results, plot drill targets, drill the identified targets and other exploration
related work. The Company completed its drill program at Scout Lake in 2005. The
results of the drill program do not warrant spending further time and money at
this location. The main thrust of our program will now be in the Val Marie area
of the Wood Mountain district in Southern Saskatchewan. As of March 31, 2008 the
Company has 55 mineral claims in Southern Saskatchewan.

The combination of numerous indicator minerals (pyrope garnets
and chrome diopsides) and magnetic anomalies make this area a prime target. The
indicator mineral suite is identical chemically to that of the Fort a la Corne
district.

An early drilling program is anticipated for this area.
Additional targets in the Wood Mountain district and other areas will also be
investigated. Keating analysis of existing geophysical data over the Company's
claim holdings has identified 6 potential diamond targets, including the 3
targets that were previously designated as high priority drill targets.
Preliminary investigation of these targets will be carried out to assess the
possibility of diamond deposits existing on the Company's properties.

The Company estimates that we will require approximately
$2,000,000 Canadian to conduct its full exploration program over a two year
period. This amount will be used to pay for prospecting and geological mapping,
airborne surveys, lodging and food for workers, transportation of workers to and
from the work sites, fuel, pick-up truck rentals, assays, drilling, equipment
rental, additional claim staking, and supervision.

The officers and directors have agreed to pay all costs and
expenses of having the Company comply with the federal securities laws (and
being a public company) should the Company be unable to do so. We estimate that
these costs will be approximately $20,000 per year. Our officers and directors
have also agreed to pay the other expenses of the Company, excluding those
direct costs and expenses of data gathering and mineral exploration, should the
Company be unable to do

---

so. To implement our business plan, we will need to secure financing for our business development. We have no source for funding at this time.

If we are unable to raise additional funds to satisfy our reporting obligations, investors will no longer have access to current financial and other information about our business affairs.

Additional funding to conduct either our full exploration program or a partial exploration program will depend upon our ability to secure loans or obtain either private or public financing. We have had some preliminary negotiations for funding that
have been unsuccessful and we currently have not undertaken any further negotiations. There is no assurance that we will be able to obtain such funding on any terms or terms acceptable to us and if adequate funds are not available, we believe that
our business development will be adversely affected. Accordingly, there is no assurance that we will be able to continue in business.

Results of Operations

Three-Month Period Ended June 30, 2008

We did not earn any revenues during the three-month period ended June 30, 2008 (three-month period ended June 30, 2007: $50,000).

We incurred operating expenses in the amount of $7,665 for the three-month period ended June 30, 2008 (three-month period ended June 30, 2007: $6,327). These operating expenses, comprised of general and administration expenses.

Six-Month Period Ended June 30, 20087

We did not earn any revenues during the six-month period ended June 30, 2008 (six-month period ended June 30, 2007: $50,000).

We incurred operating expenses in the amount of $9,905 for the six-month period ended June 30, 2008 (six month-period ended June 30, 2007 $14,520). These operating expenses, comprised of general and administration expenses of $9,905 (six
month-period ended June 30, 2007: $14,389) and exploration and development expenses of $Nil (six month-period ended June 30, 2007: $131).

---

Liquidity and Capital Resources

The officers and directors have agreed to pay all costs and expenses of having the Company comply with the federal securities laws (and being a public company) should the Company be unable to do so. We estimate that these costs will be approximately
$20,000 per year. Our officers and directors have also agreed to pay the other expenses of the Company, excluding those direct costs and expenses of data gathering and mineral exploration, should the Company be unable to do so. To implement our
business plan, we will need to secure financing for our business development. We have no source for funding at this time.

If we are unable to raise additional funds to satisfy our reporting obligations, investors will no longer have access to current financial and other information about our business affairs.

Additional funding to conduct either our full exploration program or a partial exploration program will depend upon our ability to secure loans or obtain either private or public financing. We have had some preliminary negotiations for funding that
have been unsuccessful and we currently have not undertaken any further negotiations. There is no assurance that we will be able to obtain such funding on any terms or terms acceptable to us and if adequate funds are not available, we believe that
our business development will be adversely affected. Accordingly, there is no assurance that we will be able to continue in business.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the evaluation and the identification of the material weaknesses in our internal control over financial reporting, as described in our Form
10-KSB for the year ended December 31, 2007, our Chief Executive Officer and our Chief Accounting Officer concluded that, as of June 30, 2008, our disclosure controls and procedures were effective.

Changes in internal control over financial reporting

There have been no changes during the period covered by this Quarterly Report on Form 10-Q in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.

Limitations on the effectiveness of controls and procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our controls and procedures will prevent all potential error and fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met.

---

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds

There were no unregistered sales of equity securities during
the three month period ended June 30, 2008.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security
Holders

None..

Item 5. Other Information

None.

Item 6. Exhibits

(a) The following documents are filed as part of this
Report:

(1) Financial statements filed as part of this Report:

| | Consolidated Balance
      Sheets as of June 30, 2008(Unaudited) and December 31, 2007                                              
| | ------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                     
| | Consolidated Statements
      of Operations for the six-month and three-month periods ended June 30,
      2008 and 2007 (Unaudited)
| |                                                                                                                                     
| | Consolidated Statement
      of Changes in Stockholders Equity (Deficit) (Unaudited)                                                
| |                                                                                                                                     
| | Consolidated Statements
      of Cash Flows for the six-month and three-month periods ended June 30,
      2008 and 2007 (Unaudited)
| |                                                                                                                                     
| | Notes to Financial
      Statements                                                                                                 

(2) Exhibits filed as part of this Report:

|Exhibit |                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                         
|        |                                                                                                                                                                     
|31.1    | Certification
        of Chief Executive Officer pursuant to Rule 13a-15e or 15d-15(e), as adopted
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        |                                                                                                                                                                     
|31.2    | Certification
        of Chief Financial Officer pursuant to Rule 13a-15e or 15d-15(e), as adopted
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        |                                                                                                                                                                     
|32.1    | Certification
        of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   

---

|32.2 | Certification
        of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Reports filed on Form 8-K during
the quarter ended June 30, 2008:

None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Date: August 12, 2008
    Madison Exploration Inc. (Registrant)/s/
      Joseph GalloBy:
      Joseph GalloTitle:
      President and Chief Executive Officer/s/
      Steven CozineBy:
      Steven CozineChief
      Financial Officer


---