UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


(Mark One)

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

                  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006.
                                       OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934


                  FOR THE TRANSITION FROM _______ TO ________.


                        COMMISSION FILE NUMBER 000-51302


                           MADISON EXPLORATIONS, INC.
        _________________________________________________________________
        (Exact Name of Small Business Issuer as Specified in its Charter)


            NEVADA
_______________________________                              ___________________
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


     525 Seymour Street, Suite 900
         Vancouver, BC, Canada                                         V6B 3H7
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


                    Issuer's telephone number: (604) 974-0568
                       Issuer's fax number: (604) 974-0569


                                       N/A
________________________________________________________________________________
(Former  name,  former  address and former  fiscal year,  if changed  since last
report.  Former Address: 525 Seymour Street,  Suite 807, Vancouver,  BC, Canada,
V6B 3H7)


<PAGE>


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 preceding 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. Yes /X/ No / /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/

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

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

At  September  30,  2006,  and as of the date  hereof,  there  were  outstanding
115,520,000 shares of the Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes / / No /X/


                                       -2-

<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS



                           MADISON EXPLORATIONS, INC.
                        (An Exploration Stage Enterprise)

                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                               SEPTEMBER 30, 2006
                                DECEMBER 31, 2005




<PAGE>


                           MADISON EXPLORATIONS, INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
                             MANAGEMENT CERFICATION


The financial statements attached are prepared in accordance with U.S. generally
accepted  accounting  principles (U.S. GAAP). The financial  statements have not
been audited.  The Company's  Treasurer  certifies  that the  statements and the
notes thereto,  present fairly, in all material respects, the financial position
of the issuer and the results of its  operations  and cash flows for the periods
presented,  in conformity with accounting  principles  generally accepted in the
United States, consistently applied.




Joel Haskins
Madison Explorations Inc.
Treasurer



<PAGE>


                           MADISON EXPLORATIONS, INC.
                        (AN EXPLORATION STAGE ENTERPRISE)

                                    CONTENTS









FINANCIAL STATEMENTS

   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-7
----------------------------------------------------------------------------






<PAGE>

<TABLE>
<CAPTION>
                           MADISON EXPLORATIONS, INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


                                                                                                 September 30,      December 31,
                                                                                                          2006              2005
                                                                                                 -------------     -------------
<S>                                                                                              <C>               <C>
                                                                     ASSETS

          CURRENT ASSETS
               Cash                                                                              $      33,679     $      56,288
               Exploration Deposits                                                                      4,474                 -
               Prepaid Expenses                                                                          1,043                 -
                                                                                                 -------------     -------------

                      Total current assets                                                       $      39,196     $      56,288
                                                                                                 -------------     -------------


                             Total assets                                                        $      39,196     $      56,288
                                                                                                 =============     =============


                                                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
          CURRENT LIABILITIES
               Accounts payable and accrued liabilities                                          $       3,526     $       2,500
               Note payable and accrued interest                                                        28,297            26,797
               Deferred revenue                                                                        144,000            94,000
               Officers loans and advances                                                              30,028            27,895
                                                                                                 -------------     -------------

                      Total current liabilities                                                  $     205,851     $     151,192
                                                                                                 -------------     -------------


          STOCKHOLDERS' (DEFICIT)
               Common stock: $.001 par value;
                  authorized 500,000,000 shares;
                  issued and outstanding:  115,320,000 shares
                  at December 31, 2005 and 115,520,000
                  shares at June 30, 2006                                                        $     115,520     $     115,320
               Additional paid-in capital                                                              (59,598)         (109,398)
               Accumulated other comprehensive income                                                   (5,164)           (2,998)
               Accumulated deficit during exploration stage                                           (217,413)          (97,828)
                                                                                                 --------------    --------------

                      Total stockholders' (deficit)                                              $    (166,655)    $     (94,904)
                                                                                                 --------------    --------------

                             Total liabilities and
                             stockholders' (deficit)                                             $      39,196     $      56,288
                                                                                                 =============     =============


</TABLE>

         See Accompanying Consolidated Notes to Financial Statements.

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


                           MADISON EXPLORATIONS, INC.
                        (AN EXLORATION STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




                                                                                                                   June 15, 1998
                                                    Three months ended                Six months ended            (inception) to
                                             September 30,     September 30,    September 30,    September 30,     September 30,
                                                 2006             2005             2006              2005             2006
                                             -------------     ------------     ------------     -------------     ------------
<S>                                         <C>               <C>               <C>              <C>               <C>

       Revenues                             $            -    $           -     $          -     $           -     $          -

       Cost of revenue                      $            -    $           -                -                 -                -
                                             -------------     ------------     ------------     -------------     ------------
                  Gross profit              $            -    $           -     $          -     $           -     $          -

       Operating expenses
          Exploration and development       $       38,445    $         296     $     55,925     $      22,226     $    106,135
          General and administrative                26,035            3,627           61,168            12,118          104,508
                                            --------------    -------------     ------------     -------------     ------------
                  Operating (loss)                 (64,480)          (3,923)    $   (117,093)          (34,344)    $   (210,643)

       Other expense                                   835              326            2,492             1,239            6,770
                                            --------------    -------------     ------------     -------------     ------------

          Net loss                          $      (65,315)   $      (4,259)    $   (119,585)    $     (35,583)    $   (217,413)
                                            ===============   ==============    =============    ==============    =============


          Net loss per share, basic
          and diluted                       $       (0.00)    $      (0.00)        $  (0.00)      $     (0.00)
                                            ==============    =============        =========     =============

          Average number of shares
          of common stock outstanding          115,520,000      115,320,000      115,454,799       115,320,000
                                               ===========      ===========     ============     =============

</TABLE>


         See Accompanying Consolidated Notes to Financial Statements.


                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                           MADISON EXPLORATIONS, INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)


                                                                                          Accumulated
                                                                                             Deficit      Accumulated
                                                   Common Stock            Additional        During          Other
                                            ---------------------------      Paid in      Development     Comprehensive
                                                Shares         Amount        Capital          Stage         Income          Total
                                            -----------     -----------    -----------    ------------    -----------    ----------

<S>                                          <C>            <C>            <C>            <C>             <C>            <C>
          June 15, 1998, issue
            common stock                     56,250,000     $    56,250    $   (55,800)   $         -     $         -    $     450
          Net loss, December 31, 1999
                                           ------------     -----------    ----------     -----------     -----------    ---------
          Balance, December 31, 1999         56,250,000     $    56,250    $   (55,800)             -     $         -    $     450

          Net loss, December 31, 2000
                                           ------------     -----------    ----------     -----------     -----------    ---------
          Balance, December 31, 2000         56,250,000     $    56,250    $   (55,800)   $         -     $         -    $     450

          Net loss, December 31, 2001
                                           ------------     -----------    ----------     -----------     -----------    ---------
          Balance, December 31, 2001         56.250.000     $    56,250    $   (55,800)   $         -     $         -    $     450

          Net loss, December 31, 2002
                                           ------------     -----------    ----------     -----------     -----------    ---------
          Balance, December 31, 2002         56.250.000     $    56,250    $   (55,800)   $         -     $         -    $     450

          Net loss, December 31, 2003
                                           ------------     -----------    ----------     -----------     -----------    ---------
          Balance, December 31, 2003         56.250.000     $    56,250    $   (55,800)   $         -     $         -    $     450

          Issuance of common stock           59,070,000          59,070        (58,598)                                        472

          June 14, 2004 forward stock split
             5000:1
          Capital contribution                                                   5,000                                       5,000
          Foreign currency translation
             adjustments                                                                                       (2,554)      (2,554)
          Net loss, December 31, 2004                                                         (49,108)                     (49,108)
                                           ------------     -----------    -----------    ------------    -----------    ----------
          Balance, December 31, 2004        115,320,000     $   115,320    $  (109,398)   $   (49,108)    $    (2,554)   $ (45,740)


          Foreign currency translation
             adjustments                                                                                         (444)        (444)
          Net loss, December 31, 2005                                                         (48,720)                     (48,720)
                                           ------------     -----------    -----------    ------------    -----------    ----------
          Balance, December 31, 2005        115,320,000     $   115,320    $  (109,398)   $   (97,828)    $    (2,998)   $ (94,904)

          Issuance of common stock              200,000             200         49,800                                      50,000
          Foreign currency translation
             adjustments                                                                                       (2,166)      (2,166)
          Net loss, nine month period
             ended September 30, 2006                                                        (119,585)                    (119,585)
                                           ------------     -----------    -----------    ------------    -----------    ----------

          Balance, September 30, 2006       115,520,000     $   115,520    $   (59,598)   $  (217,413)    $    (5,164)   $(166,655)
                                           ============     ===========    ===========    ============    ===========    ==========
</TABLE>


         See Accompanying Consolidated Notes to Financial Statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                           MADISON EXPLORATIONS, INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                                                                                   Dec. 3, 1998
                                                                                        Nine months ended         (inception) to
                                                                                September 30,     Septemebr30,     September 30,
                                                                                        2006              2005             2006
                                                                                ------------     -------------     ------------

<S>                                                                             <C>              <C>               <C>
         Cash Flows From
         Operating Activities
             Net loss                                                           $   (119,585)    $     (35,583)    $   (217,413)
             Adjustments to reconcile net loss
             to cash used in operating activities:
             Changes in assets and liabilities
             (Increase) in Deposits                                                   (4,474)                -           (4,474)
             (Increase) in Prepaid Expenses                                           (1,043)                -           (1,043)
             Increase (decrease) in accounts payable and accruals                      2,526            (4,933)           6,823
             Increase in deferred revenue                                             50,000            50,000          144,000
                                                                                -------------    --------------    -------------

                  Net cash used in
                     operating activities                                       $    (72,576)    $       9,484          (72,107)
                                                                                -------------    --------------    -------------

         Cash Flows From
         Investing Activities
                  Net cash provided used in
                     investing activities                                       $          -     $           -                -
                                                                                ------------     -------------     ------------

         Cash Flows From
         Financing Activities
             Issuance of common stock                                           $     50,000     $           -     $     50,922
             Capital contribution                                                          -                 -            5,000
             Officer loans and advances                                                2,133               967           30,028
             Note payable                                                                  -            25,000           25,000
                                                                                ------------     -------------     ------------

                  Net cash provided by
                     financing activities                                       $     52,133     $      25,967     $    110,950
                                                                                ------------     -------------     ------------

         Effect of exchange rate changes on cash and
             cash equivalents                                                   $     (2,166)    $        (381)     $    (5,164)
                                                                                -------------    -------------     -------------

                  Net increase (decrease)
                     in cash                                                    $     22,609     $      35,070    $      33,679

         Cash, beginning of period                                                    56,288            30,841                -
                                                                                ------------     -------------     ------------

         Cash, end of period                                                    $     33,679     $      65,911     $     33,679
                                                                                ============     =============     ============


</TABLE>


         See Accompanying Consolidated Notes to Financial Statements.

                                      F-4

<PAGE>


                           MADISON EXPLORATIONS, INC.

                        (AN EXPLORATION STAGE ENTERPRISE)

                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS




         NOTE 1.   BASIS OF PRESENTATION


         The accompanying  unaudited Consolidated Financial Statements have been
         prepared in accordance with accounting principles generally accepted in
         the  United  States  for  interim  financial  information  and with the
         instructions  to Form 10-QSB.  They do not include all  information and
         notes required by generally accepted accounting principles for complete
         financial  statements.  However,  except as disclosed herein, there has
         been no material  change in the  information  disclosed in the notes to
         the consolidated  financial statements included in the Annual Report on
         Form 10-SB of Madison  Explorations,  Inc. for the year ended  December
         31, 2005. When used in these notes,  the terms "Company," "we," "us" or
         "our" mean Madison Explorations, Inc. In the opinion of management, all
         adjustments  (including normal recurring accruals) considered necessary
         for a fair presentation  have been included.  Operating results for the
         nine  month  period  ended  September  30,  2006  are  not  necessarily
         indicative  of the  results  that may be  expected  for the year ending
         December 31, 2006.


         NOTE 2.   NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

         GOING CONCERN

         The accompanying  financial  statements have been prepared assuming the
         Company will continue as a going concern.  These  financial  statements
         show that Madison Explorations,  Inc. had a substantial working capital
         deficiency and that it has suffered losses since inception.  Management
         believes  that the  Company  will still need  additional  financing  of
         approximately  $2,000,000 to continue to operate as planned  during the
         twelve-month  period subsequent to September 30, 2006. These conditions
         raise  substantial  doubt about the Company's  ability to continue as a
         going concern.  These  financial  statements  have been prepared on the
         basis of generally  accepted  accounting  principles as applicable to a
         going concern,  however the future of Madison  Explorations,  Inc. will
         depend  upon  the  company's  ability  to  obtain  adequate  financing,
         successfully   resolve  any   outstanding   contingencies   and  attain
         profitable  operations.  Although the  successful  resolution  of these
         uncertainties is not assured, management is of the opinion that current
         negotiations for financing and ultimate satisfactory  settlement of any
         contingencies will allow the company to continue its operations.

         Management  plans to obtain such financing  through  private and public
         offerings  of debt and equity  securities.  However  management  cannot
         assure  that  the  Company  will be able  to  obtain  any or all of the
         additional  financing  it will need to continue  to operate  through at
         least  September  30,  2007  or  that,  ultimately,  it will be able to
         generate any profitable commercial mining operations. If the Company is
         unable to obtain  the  required  financing,  it may have to  curtail or
         terminate  its  operations  and  liquidate  its  remaining  assets  and
         liabilities.

         The  accompanying  financial  statements do not include any adjustments
         related  to the  recoverability  and  classifications  of assets or the
         amounts  and  classification  of  liabilities  that might be  necessary
         should the  Company be unable to  continue  its  operations  as a going
         concern


                                      F-5

<PAGE>


                           MADISON EXPLORATIONS, INC.

                        (AN EXPLORATION STAGE ENTERPRISE)

                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

         NOTE 2.    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
                   (CONTINUED)

         RECENT ACCOUNTING PRONOUNCEMENTS


         In February 2006,  the Financial  Accounting  Standards  Board ("FASB")
         issued  SFAS  No.  155,   "Accounting  for  Certain  Hybrid   Financial
         Instruments--an  Amendment of FASB  Statements  No. 133 and 140" ("SFAS
         No. 155").  SFAS No. 155 allows  financial  instruments that contain an
         embedded  derivative and that otherwise would require bifurcation to be
         accounted  for  as a  whole  on a fair  value  basis,  at the  holders'
         election.  SFAS  No.  155  also  clarifies  and  amends  certain  other
         provisions  of SFAS  No.  133 and  SFAS  No.  140.  This  statement  is
         effective  for all financial  instruments  acquired or issued in fiscal
         years  beginning  after  September  15, 2006. We do not expect that the
         adoption  of  SFAS  No.  155  will  have  a  material   impact  on  our
         consolidated financial condition or results of operations.

         In March 2006, the FASB issued SFAS No. 156,  "Accounting for Servicing
         of Financial Assets--an Amendment of FASB Statement No. 140" ("SFAS No.
         156").  SFAS No. 156 provides  guidance on the accounting for servicing
         assets and  liabilities  when an entity  undertakes  an  obligation  to
         service a financial asset by entering into a servicing  contract.  This
         statement is effective for all  transactions  in fiscal years beginning
         after  September  15, 2006.  We do not expect that the adoption of SFAS
         will have a material impact on the consolidated financial conditions or
         results of operations.

         In July 2006, the FASB issued FIN 48,  "Accounting  for  Uncertainty in
         Income Taxes--an  interpretation of FASB Statement No. 109" ("FIN 48").
         FIN 48 clarifies the  recognition  threshold and  measurement  of a tax
         position  taken on a tax return.  FIN 48 is effective  for fiscal years
         beginning  after  December  15,  2006.  FIN 48 also  requires  expanded
         disclosure  with respect to the  uncertainty  in income  taxes.  We are
         currently  evaluating  the  requirements  of FIN 48 and the impact this
         interpretation may have on our financial statements.


         In September 2006, the SEC Staff issued Staff  Accounting  Bulletin No.
         108,   "Considering  the  Effects  of  Prior  Year  Misstatements  when
         Quantifying  Misstatements  in the Current Year  Financial  Statements"
         ("SAB  No.  108").  SAB No.  108  requires  the use of two  alternative
         approaches in quantitatively  evaluating  materiality of misstatements.
         If the  misstatement as quantified under either approach is material to
         the  current  year  financial  statements,  the  misstatement  must  be
         corrected. If the effect of correcting the prior year misstatements, if
         any, in the current year income  statement is material,  the prior year
         financial  statements  should  be  corrected.  In the year of  adoption
         (fiscal years ending after  November 15, 2006 or calendar year 2006 for
         us), the  misstatements  may be corrected  as an  accounting  change by
         adjusting  opening retained  earnings rather than being included in the
         current  year  income  statement.   We  are  currently  evaluating  the
         requirements  of  SAB  No.  108  and  the  impact  it may  have  on our
         consolidated financial statements.



                                      F-6

<PAGE>


                           MADISON EXPLORATIONS, INC.

                        (AN EXPLORATION STAGE ENTERPRISE)

                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS



         NOTE 2.   NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
                  (CONTINUED)

         RECENT ACCOUNTING PRONOUNCEMENTS

         In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting
         for Defined Benefit Pension and Other Postretirement  Plans" ("SFAS No.
         158"). SFAS No. 158 requires  companies to recognize in their statement
         of  financial  position  an asset for a plan's  overfunded  status or a
         liability  for a plan's  underfunded  status  and to  measure  a plan's
         assets and its  obligations  that determine its funded status as of the
         end of the company's fiscal year.  Additionally,  SFAS No. 158 requires
         companies  to  recognize  changes  in the  funded  status  of a defined
         benefit  postretirement  plan in the year  that the  changes  occur and
         those changes will be reported in comprehensive  income.  The provision
         of SFAS No. 158 that will require us to recognize  the funded status of
         our  postretirement  plans,  and the disclosure  requirements,  will be
         effective  for us as of December  31,  2006.  We do not expect that the
         adoption  of  SFAS  No.  158  will  have  a  material   impact  on  our
         consolidated financial statements.



         NOTE 3.   STOCKHOLDERS' EQUITY

         On  March  30,  2006  the  Company  entered  into a  private  placement
         agreement  whereby the Company  issued 200,000 Reg-S shares in exchange
         for $50,000.

         NOTE 4.   NOTE 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 $3,297 as at  September  30,
         2006 and $1,797 for the year ended  December 31, 2005. The note payable
         balance including accrued interest was $28,297 at September 30, 2006

         NOTE  5.   RELATED PARTY TRANSACTIONS

         The  officers  of the  Company  have  advanced  funds to the Company to
         continue ongoing  operations.  On June 25, 2004, two officers  executed
         demand  notes at 5%  interest  for $15,000 in CAD  ($12,479  USD) each.
         Also,  funds were  advanced  to the Company to form its  subsidiary.  A
         total of $147 in US dollars was  advanced for this  purpose.  Since all
         funds advanced are due on demand,  this amount has been classified as a
         liability in the accompanying financial statements. The officers of the
         Company  also  submit  expense  reports on a regular  basis of expenses
         incurred  on behalf of the Company in the normal  performance  of their
         duties. These payable to the officers for unreimbursed expenses totaled
         $0 and $0 in Canadian  funds at  September  30, 2006 and  December  31,
         2005, respectively.

         Interest on the notes  payable for the nine months ended  September 30,
         2006,  was $991 and $1,257 for the year ended  December 31, 2005. As of
         September 30, 2006, the officer advances in USD was $30,028,  including
         $3,040 in accrued interest.


                                      F-7

<PAGE>



                           MADISON EXPLORATIONS, INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS




         NOTE 6.   COMMITMENTS AND CONTINGENCIES

         In June 2006, the Company entered into a month to month lease agreement
         for office space with a monthly  payment of CAD $1,166 per month.  Rent
         expense  for the three  months  ended  September  30, 2006 and 2005 was
         $3,144 and $643, respectively,  and for the nine months ended September
         30, 2006 and 2005 was $5,621 and 1,294, respectively.


         The Company  terminated  the June 16, 2004  agreement  with  respect to
         Scout Lake  properties.  In the  agreement,  the  company  had  certain
         commitments for exploration work through May 31, 2006 and May 31, 2007.
         The Company  determined  the  property to not be feasible  and will not
         continue exploration on the property.


         NOTE 7.   COMPREHENSIVE INCOME

         Accumulated other comprehensive income consists of the following:

<TABLE>
<CAPTION>

                                                              September 30, 2006        Dec. 31, 2005
                                                              ------------------    -----------------
<S>                                                           <C>                   <C>
                Foreign currency translation adjustment       $          (5,164)    $         (2,998)
                                                              ==================    =================
</TABLE>


         The components of other comprehensive  income for the nine-month period
         ended September 30, 2006 and the year ended December 31, 2005:

<TABLE>
<CAPTION>

                                                              September 30, 2006        Dec. 31, 2005     Inception to date
                                                              ------------------    -----------------     -----------------
<S>                                                           <C>                   <C>                   <C>
                Foreign currency translation adjustment       $          (2,166)    $           (444)     $         (5,164)
                                                              ==================    =================     =================

</TABLE>


                                      F-8

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion regarding the Company and our business and operations
contains "forward-looking statements." These statements consist of any statement
other than a recitation of historical fact and can be identified by the use of
forward-looking terminology such as "may," "expect," "anticipate," "estimate" or
"continue" or its negative or other variations or comparable terminology. All
forward-looking statements are necessarily speculative and there are certain
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in such forward-looking statements.

PLAN OF OPERATION

The Company was incorporated in June of 1998 under the name of "Madison-Taylor
General Contractors, Inc." and intended to engage as a general contractor for
constructing temporary buildings at exploratory mining locations. Madison-Taylor
General Contractors, Inc. was unable to implement the business and remained
inactive from 1998 until 2004. The Company commenced operations under its
current name in April of 2004. After implementing the Company's current plan of
operation, the Company has relied on advances and contributions of capital of
approximately $28,100 from our principal stockholders, an additional shareholder
loan of $25,000 and proceeds of approximately $144,000 from the sale of a 20%
interest in one of the Company's claims (Bulls Eye), the sale of a 15% interest
in another claim (Bronco), and a further sale of 15% in another claim
(Woodmountain North) to support its limited operations. The Company has also
entered into a private placement agreement whereby the Company issued 200,000
Regulation S Common shares in exchange for $50,000. As of September 30, 2006,
the Company had approximately $33,679 of cash. The Company will need additional
equity or debt financing of up to $2,000,000 to fully implement its planned
exploration program.

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.


<PAGE>


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


<PAGE>


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


<PAGE>


Phase 3 Total                                                          $151,400

24 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 2
________________________________________________________________________________

Claim Staking/property acquisition             50,000            50,000
________________________________________________________________________________

Property Exploration Expenditures             500,000           650,000
________________________________________________________________________________

                                             $550,000          $700,000
________________________________________________________________________________

The Company's business plan for the year 2006 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 November 14, 2006, the Company
has 73 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.


<PAGE>


OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.


ITEM 3. CONTROLS AND PROCEDURES.

We carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
as of the end of the period covered by this report. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures as of September 30, 2006 were effective at a
level that provides reasonable assurance to ensure that information required to
be disclosed by us in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.

There have been no changes in our internal controls over financial reporting or
in other factors that could materially affect, or are reasonably likely to
affect, our internal controls over financial reporting during the quarter ended
September 30, 2006.


                                     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 September 30, 2006.

During the three months ended March 31, 2006 we entered into a private placement
agreement whereby we issued 200,000 Regulation S Common shares in exchange for
$50,000. No underwriters were involved and no fees were paid. We relied on an
exemption from registration provided by Section 903 of Regulation S. All sales
were offshore transactions, with no direct selling in the United States, the
shares are restricted securities and cannot be sold to or for the account of a
United States citizen without registration or unless an exemption from
registration exists.


ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES

None


ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS

None


ITEM 5. OTHER INFORMATION.


BOARD MEETING.

Our board held one meeting during the current quarter, which was a special
meeting by written consent.


<PAGE>


AUDIT COMMITTEE.

Our board of directors has not established an audit committee. In addition, we
do not have any other compensation or executive or similar committees. We will
not, in all likelihood, establish an audit committee until such time as the
Company generates a positive cash flow of which there can be no assurance. We
recognize that an audit committee, when established, will play a critical role
in our financial reporting system by overseeing and monitoring management's and
the independent auditors' participation in the financial reporting process. At
such time as we establish an audit committee, its additional disclosures with
our auditors and management may promote investor confidence in the integrity of
the financial reporting process.

Until such time as an audit committee has been established, the full board of
directors will undertake those tasks normally associated with an audit committee
to include, but not by way of limitation, the (i) review and discussion of the
audited financial statements with management, and (ii) discussions with the
independent auditors the matters required to be discussed by the Statement On
Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

Our board of directors consistent with our intent to enhance the reliability and
credibility of our financial statements, have submitted the financial statements
included in this Form 10-QSB to our independent auditor prior to the filing of
this report.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

On September 5, 2006, the Company filed a current report on Form 8-K to announce
the termination of the June 16, 2004 agreement with respect to the Scout Lake
Properties.

On September 11, 2006, the Company filed a current report on Form 8-K to
announce the resignation of Dr. Joseph Montgomery, PhD., P.Eng., as a director
and officer (as the Vice-President Exploration) of the Company.

31.1 Certification of Chief Executive Officer.

31.2 Certification of Chief Financial Officer.

32.1 Section 906 Certification of Chief Executive Officer.

32.2 Section 906 Certification of Chief Financial Officer.


                                   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.



DATED:   November 14, 2006          MADISON EXPLORATION, INC.


                                    BY: /s/ KEVIN M. STUNDER
                                        ________________________________________
                                            Kevin M. Stunder
                                            Chief Executive Officer and Director



                                    BY: /s/ JOEL HASKINS
                                        ________________________________________
                                            Joel Haskins
                                            Chief Financial Officer and Director