---

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 Ended March 31, 2009

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)

(778) 928-7677(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 May 10, 2009 was113,020,000.

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TABLE OF CONTENTS

|PART
      I.                                                             
|--------------------------------------------------------------------------
|Item
      1. Financial Statements.                                       
|Item
      2. Managements Discussion and Analysis or Plan of Operations  
|Item
      3. Quantitative and Qualitative Disclosures About Market Risks 
|Item
      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                                                                

2

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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 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
mineral 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.

PART I.

Item 1.Financial Statements.





MADISON EXPLORATIONS, INC.(An Exploration Stage Enterprise)

CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2009(UNAUDITED)

3

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







|FINANCIAL STATEMENTS                                     |           
|-------------------------------------------------------- | ----------
|                                                         |           
|Consolidated
      Balance Sheets                        | F-2       
|                                                         |           
|Consolidated
      Statements of Operations              | F-3       
|                                                         |           
|Consolidated
      Statements of Stockholders' (Deficit) | F-5       
|                                                         |           
|Consolidated
      Statements of Cash Flows              | F-6       
|                                                         |           
|Notes
      to Consolidated Financial Statements         | F-7 - F-14

F-1

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

|                                                   |   | March 31, |   |   | December 31, |  
|-------------------------------------------------- | - | --------- | - | - | ------------ | -
|                                                   |   | 2009      |   |   | 2008         |  
|                                                   |   |           |   |   |              |  
|                                                   |   |           |   |   |              |  
|ASSETS                                             |  
|                                                   |   |           |   |   |              |  
|CURRENT ASSETS                                     |   |           |   |   |              |  
|Cash                                               | $ | 24,950    |   | $ | 26,467       |  
|                                                   |   |           |   |   |              |  
|Total assets                                       | $ | 24,950    |   | $ | 26,467       |  
|                                                   |   |           |   |   |              |  
|                                                   |   |           |   |   |              |  
|LIABILITIES AND STOCKHOLDERS'
      DEFICIENCY     |  
|                                                   |   |           |   |   |              |  
|CURRENT LIABILITIES                                |   |           |   |   |              |  
|Accounts payable and accrued
      liabilities     | $ | 11,496    |   | $ | 7,975        |  
|Notes payable
      and accrued interest  Note 4  |   | 59,720    |   |   | 59,494       |  
|Convertible note payable
       Note 5            |   | 8,000     |   |   | 6,000        |  
|Related party
      advance  Note 6               |   | 561       |   |   | 561          |  
|                                                   |   |           |   |   |              |  
|Total current liabilities                          |   | 79,777    |   |   | 74,030       |  
|                                                   |   |           |   |   |              |  
|                                                   |   |           |   |   |              |  
|STOCKHOLDERS DEFICIENCY                           |   |           |   |   |              |  
|Common stock
       Note 7                        |   |           |   |   |              |  
|$.001 par value;                                   |   |           |   |   |              |  
|Authorized 500,000,000 shares;                     |   |           |   |   |              |  
|Issued
      and outstanding: 113,020,000 shares   |   |           |   |   |              |  
|(December 31, 2008 and 2007)                       |   | 113,020   |   |   | 113,020      |  
|Additional paid-in capital                         |   | (17,118   | ) |   | (17,118      | )
|Accumulated
      other comprehensive loss         |   | (1,529    | ) |   | (2,101       | )
|Accumulated deficit during
      exploration stage |   | (149,200  | ) |   | (141,364     | )
|                                                   |   |           |   |   |              |  
|Total stockholders deficiency                     |   | (54,827   | ) |   | (47,563      | )
|                                                   |   |           |   |   |              |  
|Total liabilities and stockholders deficiency     | $ | 24,950    |   | $ | 26,467       |  

Going concern  Note 1

See Accompanying Notes to Consolidated Financial Statements.

F-2

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

|                                         |   |                    |   |   |                |   |   | June 15, 1998 |  
|---------------------------------------- | - | ------------------ | - | - | -------------- | - | - | ------------- | -
|                                         |   | Three months ended |   |   | (inception) to |  
|                                         |   | March 31,          |   |   | March 31,      |   |   | March 31,     |  
|                                         |   | 2009               |   |   | 2008           |   |   | 2009          |  
|                                         |   |                    |   |   |                |   |   |               |  
|Revenues                                 | $ | -                  |   | $ | -              |   | $ | 144,000       |  
|                                         |   |                    |   |   |                |   |   |               |  
|Operating expenses                       |   |                    |   |   |                |   |   |               |  
|Exploration
      and development        |   | -                  |   |   | -              |   |   | 109,040       |  
|General
      and administrative         |   | 5,036              |   |   | 2,240          |   |   | 161,006       |  
|                                         |   |                    |   |   |                |   |   |               |  
|                                         |   | ( 5,036            | ) |   | ( 2,240        | ) |   | ( 270,046     | )
|                                         |   |                    |   |   |                |   |   |               |  
|Income (loss) before other
      expense |   | (5,036             | ) |   | (2,240         | ) |   | (126,046      | )
|                                         |   |                    |   |   |                |   |   |               |  
|Other expense - interest                 |   | (2,800             | ) |   | (866           | ) |   | ( 23,154      | )
|                                         |   |                    |   |   |                |   |   |               |  
|Net income (loss)                        |   | (7,836             | ) |   | (3,106         | ) |   | (149,200      | )
|                                         |   |                    |   |   |                |   |   |               |  
|Other comprehensive income
      (loss)  |   |                    |   |   |                |   |   |               |  
|Translation
      gain (loss)            |   | 572                |   |   | 645            |   |   | ( 1,529       | )
|                                         |   |                    |   |   |                |   |   |               |  
|Total comprehensive loss                 | $ | (7,264             | ) | $ | (2,461         | ) | $ | (150,729      | )
|                                         |   |                    |   |   |                |   |   |               |  
|Net income (loss) per share,             |   |                    |   |   |                |   |   |               |  
|basic
      and diluted                  | $ | (0.00              | ) | $ | (0.00          | ) |   |               |  
|                                         |   |                    |   |   |                |   |   |               |  
|Average number of shares                 |   |                    |   |   |                |   |   |               |  
|of common stock
      outstanding        |   | 113,020,000        |   |   | 113,020,000    |   |   |               |  

See Accompanying Notes to Consolidated Financial Statements.

F-3

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

AccumulatedAccumulated
      
      
      DeficitAdditional
      
      
      Other
      
      
      DuringCommon
        Stock
      
      
      Paid -in
      
      
      Comprehensive
      
      
      ExplorationShares
      
      
      Amount
      
      
      Capital
      
      
      Income
      
      
      Stage
      
      
      TotalJune 15, 1998, issue ofcommon stock (.000008per sh.)
      
      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 ($.000008 per sh.)
      
      59,070,000
      
      
      59,070
      
      
      (58,598
      )
      
      
      
      
      
      
      
      472Capital 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 ($.25 per sh.)
      
      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
      
      
      
      
      
      
      
      
      
      
      5,639
      
      
      -
      
      
      5,639Convertible debt of $40,000Issued for cash  Note 2(i)
      
      
      
      
      
      
      
      40,000
      
      
      
      
      
      
      
      
      40,000Net (loss), December 31, 2008
      
      
      
      
      
      
      
      
      
      
      
      
      
      (29,696
      )
      
      (29,696
      )Balance, December 31, 2008
      
      113,020,000
      
      $
      113,020
      
      $
      (17,118
      )
      $
      (2,101
      )
      $
      (141,364
      )
      $
      (47,563
      )


(Continued)

F-4

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

(Continued)

Balance, December 31, 2008
    
    113,020,000
    
    $
    113,020
    
    $
    (17,118
    )
    $
    (2,101
    )
    $
    (141,364
    )
    $
    (47,563
    )Foreign currency adjustments
    
    
    
    
    
    
    
    
    
    
    572
    
    
    
    
    
    572Net income, March 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,836
    )
    
    (7,836
    )Balance, March 31, 2009
    
    113,020,000
    
    $
    113,020
    
    $
    (17,118
    )
    $
    (1,529
    )
    $
    (149,200
    )
    $
    (54,827
    )


See Accompanying Notes to Consolidated Financial Statements.

F-5

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

|                                                           |   |                    |   |   |                |   |   | June 15, 1998 |  
|---------------------------------------------------------- | - | ------------------ | - | - | -------------- | - | - | ------------- | -
|                                                           |   | Three months Ended |   |   | (inception) to |  
|                                                           |   | March 31           |   |   | March 31       |   |   | March 31      |  
|                                                           |   | 2009               |   |   | 2008           |   |   | 2009          |  
|                                                           |   |                    |   |   |                |   |   |               |  
|Cash Flows From                                            |   |                    |   |   |                |   |   |               |  
|Operating Activities                                       |   |                    |   |   |                |   |   |               |  
|Net income (loss)                                          | $ | (7,836             | ) | $ | (3,106         | ) | $ | (149,200      | )
|Amortization of convertible debt discount                  |   |                    |   |   |                |   |   |               |  
|recorded as interest                                       |   | 2,000              |   |   | -              |   |   | 8,000         |  
|Adjustments to reconcile net loss                          |   |                    |   |   |                |   |   |               |  
|to cash used in
      operating activities:                |   |                    |   |   |                |   |   |               |  
|Changes
      in assets and liabilities                    |   |                    |   |   |                |   |   |               |  
|Increase (decrease) in accounts payable
      and accruals |   | 3,521              |   |   | 1,083          |   |   | 11,496        |  
|                                                           |   |                    |   |   |                |   |   |               |  
|Net cash used in operating activities                      |   | (2,315             | ) |   | (2,023         | ) |   | (129,704      | )
|                                                           |   |                    |   |   |                |   |   |               |  
|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       | )
|Notes payable                                              |   | 226                |   |   | -              |   |   | 59,720        |  
|Proceeds of convertible note payable                       |   | -                  |   |   |                |   |   | 40,000        |  
|Related party advances                                     |   | -                  |   |   | 162            |   |   | 561           |  
|                                                           |   |                    |   |   |                |   |   |               |  
|Net cash provided by (used in) financing activities        |   | 226                |   |   | 162            |   |   | 156,183       |  
|                                                           |   |                    |   |   |                |   |   |               |  
|Effect of foreign currency translation                     |   |                    |   |   |                |   |   |               |  
|on cash and cash equivalents                               |   | 572                |   |   | 645            |   |   | (1,529        | )
|                                                           |   |                    |   |   |                |   |   |               |  
|Net increase (decrease) in cash                            |   | (1,517             | ) |   | (1,216         | ) |   | 24,950        |  
|                                                           |   |                    |   |   |                |   |   |               |  
|Cash, beginning of period                                  |   | 26,467             |   |   | 5,637          |   |   | -             |  
|                                                           |   |                    |   |   |                |   |   |               |  
|Cash, end of period                                        | $ | 24,950             |   | $ | 4,421          |   | $ | 24,950        |  
|                                                           |   |                    |   |   |                |   |   |               |  
|                                                           |   |                    |   |   |                |   |   |               |  
|                                                           |   |                    |   |   |                |   |   |               |  
|SUPPLEMENTAL DISCLOSURE                                    |   |                    |   |   |                |   |   |               |  
|                                                           |   |                    |   |   |                |   |   |               |  
|Interest                                                   | $ | 800                |   | $ | 866            |   | $ | 21,154        |  
|                                                           |   |                    |   |   |                |   |   |               |  
|Taxes                                                      | $ | -                  |   | $ | -              |   | $ | -             |  

See Accompanying Notes to Consolidated Financial Statements

F-6

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MADISON EXPLORATIONS, INC. (An Exploration Stage
Enterprise)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
2009

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | While the information presented in the accompanying
      interim three 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, 2008 annual
      consolidated financial statements. All adjustments are of a normal
      recurring nature. It is recommended that these interim financial
      statements be read in conjunction with the Companys December 31 2008
      annual financial statements. Operating results for the three months ended
      March 31, 2009 are not necessarily indicative of the results that can be
      expected for the year ended December 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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 engaged in activities related to
      the exploration for mineral resources in Canada and, is considered an
      Exploration Stage Enterprise in accordance with Statement of Financial
      Accounting Standard (SFAS) No. 7, "ACCOUNTING AND REPORTING BY EXPLORATION
      STAGE ENTERPRISES."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The Company incorporated Scout Resources, Inc. as a
      wholly owned subsidiary to conduct the Canadian exploration activities of
      the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | 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. As at March 31, 2009, the Company had not yet
      achieved profitable operations, had accumulated losses of $149,200 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 believes 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-7

---

MADISON  EXPLORATIONS, INC. (An Exploration
Stage Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  MARCH 31, 2009

|Note 3 | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | a)      Year end                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company has elected a December 31st fiscal year end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | b)      Cash and cash
      equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company considers all highly liquid instruments with
      a maturity of three months or less at the time of issuance to be cash
      equivalents. As at March 31, 2009, the Company did not have any cash
      equivalents (2008  $nil). As at March 31, 2009, $946 was deposited in
      accounts that were federally insured (2008 - $422).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | c)      Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company recognizes revenue when a contract is in
      place, minerals are delivered to the purchaser and collectability is
      reasonably assured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | d)      Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company has adopted the new SFAS No. 123R "Share
      Based Payments" in accounting for stock options and similar equity
      instruments. Accordingly, compensation costs attributable to stock options
      or similar equity instruments granted to employees are measured at the
      fair value at the grant date, and expensed over the expected service
      period with a corresponding increase to additional paid-in capital.
      Transactions in which goods or services are received from non-employees in
      exchange for the issuance of equity instruments are accounted for based on
      the fair value of the consideration received or the fair value of the
      equity instruments issued, whichever is more reliably measurable. As at
      March 31, 2009 the Company has not issued any stock options or similar
      equity instruments.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | e)       Basic and Diluted
      Net Income (Loss) per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company reports basic loss per share in accordance
      with Statement of Financial Accounting Standards No. 128, Earnings Per
      Share and International Accounting Standards IAS 33. Basic net income
      (loss) per share is computed by dividing net income (loss) available to
      common stockholders by the weighted average number of common shares
      outstanding during the period. Diluted net income (loss) per share on the
      potential exercise of the equity-based financial instruments is not
      presented where anti-dilutive.                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | f)      Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | In accordance with SFAS 130, "Reporting Comprehensive
      Income" ("SFAS 130"), comprehensive income consists of net income and
      other gains and losses affecting stockholder's equity that are excluded
      from net income, such as unrealized gains and losses on investments
      available for sale, foreign currency translation gains and losses and
      minimum pension liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-8

---

MADISON EXPLORATIONS, INC. (An Exploration Stage
Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  MARCH 31, 2009

|Note 3 | Summary of Significant Accounting Policies -
      continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | g)      Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires management to make estimates and assumptions that affect
      the amounts reported in the financial statements and accompanying
      disclosures. Although these estimates are based on management's best
      knowledge of current events and actions the Company may undertake in the
      future, actual results may ultimately differ from the estimates.
      Management believes such estimates to be reasonable.                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | h)      Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Effective January 1, 2008, the Company adopted SFAS No.
      157, 'Fair Value Measurements,' for all financial instruments and
      non-financial instruments accounted for at fair value on a recurring
      basis. SFAS 157 establishes a single definition of fair value and a
      framework for measuring fair value, sets out a fair value hierarchy to be
      used to classify the source of information used in fair value measurement
      and expands disclosures about fair value measurements required under other
      accounting pronouncements. It does not change existing guidance as to
      whether or not an instrument is carried at fair value.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | SFAS 157 established market and observable inputs as the
      preferred source of values, followed by assumptions based on hypothetical
      transaction in the absence of market inputs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The valuation techniques required by SFAS 157 are based
      upon observable and unobservable inputs. Observable inputs reflect market
      data obtained from independent sources, while unobservable inputs reflect
      the Company's market assumptions. These two types of inputs create the
      following fair value hierarchy:                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Level 1 - Quoted prices in active markets for identical
      asset or liabilities.Level 2 - Observable inputs other than quoted prices
      included in Level 1, such as quoted prices for similar assets and
      liabilities in active markets; quoted prices for identical or similar
      assets and liabilities in markets that are not active; or other inputs
      that are observable or can be corroborated by observable market data.                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Level 3 - Unobservable inputs that are supported by
      little or no market activity and that are significant to the fair value of
      the assets or liabilities. This includes certain pricing models,
      discounted cash flow methodologies and similar techniques that use
      significant unobservable inputs.                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | In October 2008, the FASB issued FASB Staff Position No.
      FAS 157-3, Determining the Fair Value of a Financial Asset in a Market
      That Is Not Active (FSP 157-3), which clarifies the application of SFAS
      157 when the market for a financial asset is inactive. Specifically, FSP
      157-3 clarifies how (1) managements internal assumptions should be
      considered in measuring fair value when observable                                                                                                                                                                                                                                       

F-9

---

MADISON EXPLORATIONS, INC. (An Exploration Stage
Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  MARCH 31, 2009

|Note 3 | Summary of Significant Accounting Policies -
      continued                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | h)      Fair Value Measurements
      - continued                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | data are not present, (2) observable market information
      from an inactive market should be taken into account, and (3) the use of
      broker quotes or pricing services should be considered in assessing the
      relevance of observable and unobservable data to measure fair value. The
      guidance in FSP 157-3 became effective immediately.                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | i)      Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Fair Value:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The fair value of cash and cash equivalents, accounts
      payable and accrued liabilities, notes payable and accrued interest and
      advances from a related party were estimated to approximate their carrying
      values due to the immediate short-term maturity of these financial
      instruments.                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The fair value of the convertible note payable was based
      on its beneficial conversion feature at the time of commitment, which
      requires allocation of the instrument between the host debt and the
      embedded equity component. Based on the intrinsic value of the conversion
      feature, the total value of the instrument was allocated to the equity
      component and included in additional paid-in capital. The balance of nil
      was allocated to the host debt.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The resulting discount is being amortized to income over
      60 months.                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Risks:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Financial instruments that potentially subject the
      Company to credit risk consist principally of cash. Management does not
      believe the Company is exposed to significant credit risk.                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Management, as well, does not believe the Company is
      exposed to significant interest rate risks during the period presented in
      these financial statements.                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The accompanying financial statements do not include any
      adjustments that might result from the eventual outcome of the risks and
      uncertainties described above.                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | j)      Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The Company accounts for income taxes under an asset and
      liability approach that requires the recognition of deferred tax assets
      and liabilities for the expected future tax consequences of events that
      have been recognized in the Company's financial statements or tax returns.
      In estimating future tax consequences, all expected future events other
      than enactment of changes in the tax laws or rates are considered.                                    

F-10

---

MADISON EXPLORATIONS, INC. (An Exploration Stage
Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  MARCH 31, 2009

|Note 3 | Summary of Significant Accounting Policies -
      continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | j)      Income taxes - continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | Due to the uncertainty regarding the Company's future
      profitability, the future tax benefits of its losses have been fully
      reserved.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | k)      Impairment of Long-Lived
      Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | Impairment losses on long-lived assets, such as mining
      claims, are recognized when events or changes in circumstances indicate
      that the undiscounted cash flows estimated to be generated by such assets
      are less than their carrying value and, accordingly, all or a portion of
      such carrying value may not be recoverable. Impairment losses are then
      measured by comparing the fair value of assets to their carrying amounts.                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | l)      Foreign Currency
      Translation and Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | The Company's functional currency is US dollars. Foreign
      currency balances are translated into US dollars as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | Monetary assets and liabilities are translated at the
      period-end exchange rate. Non- monetary assets are translated at the rate
      of exchange in effect at their acquisition, unless such assets are carried
      at market or nominal value, in which case they are translated at the
      period-end exchange rate. Revenue and expense items are translated at the
      average exchange rate for the period. Foreign exchange gains and losses in
      the period are included in operations                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | The functional currency of the wholly owned subsidiary is
      Canadian dollars. The assets and liabilities arising from these operations
      are translated at current exchange rates and related revenues and expenses
      at the exchange rates in effect at the time the revenue or expense is
      incurred. Resulting translation adjustments, if material, are accumulated
      as a separate component of accumulated other comprehensive income in the
      statement of stockholders' deficit while foreign currency transaction
      gains and losses are included in operations.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | m)      Mining Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | Exploration and evaluation costs are expensed as
      incurred. Management's decision to develop or mine a property is based on
      an assessment of the viability of the property and the availability of
      financing. The Company will capitalize mining exploration and other
      related costs attributable to reserves when a definitive feasibility study
      establishes proven and probable reserves. Capitalized mining costs will be
      expensed using the unit of production method and will also be subject to
      an impairment assessment.                             

F-11

---

MADISON EXPLORATIONS, INC. (An Exploration Stage
Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  MARCH 31, 2009

|Note 3 | Summary of Significant Accounting Policies -
      continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | n)      Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The consolidated financial statements include the
      accounts of the Company and its subsidiary, Scout Resources Inc. All
      significant inter-company balances and transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | o)      Derivative Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Financial Accounting Standards Board issued Statement
      of Financial Accounting Standards (SFAS) No. 133, Accounting for
      Derivative Instruments and Hedging Activities, as amended by SFAS No.
      137, Accounting for Derivative Instruments and Hedging Activities 
      Deferral of the Effective Date of FASB No. 133, SFAS No. 138, Accounting
      for Certain Derivative Instruments and Certain Hedging Activities, and
      SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and
      Hedging Activities, which is effective for the Company as of its
      inception. These statements establish accounting and reporting standards
      for derivative instruments, including certain derivative instruments
      embedded in other contracts, and for hedging activities. They require that
      an entity recognize all derivatives as either assets or liabilities in the
      balance sheet and measure those instruments at fair value.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | If certain conditions are met, a derivative may be
      specifically designated as a hedge, the objective of which is to match the
      timing of gain or loss recognition on the hedging derivative with the
      recognition of (i) the changes in the fair value of the hedged asset or
      liability that are attributable to the hedged risk or (ii) the earnings
      effect of the hedged forecasted transaction. For a derivative not
      designated as a hedging instrument, the gain or loss is recognized in
      income in the period of change. The Company has not entered into
      derivative contracts to hedge existing risks or for speculative purposes.                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | p)      Recent Accounting
      Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Company adopts new pronouncements relating to
      generally accepted accounting principles applicable to the Company as they
      are issued, which may be in advance of their effective date. Management
      does not believe that any recently issued, but not yet effective
      accounting standards, if currently adopted, would have a material effect
      on the accompanying financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 4 | Notes Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Company has two notes payable to Paleface Holdings
      Inc. Each note is unsecured and payable on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | a) | $25,000 note with annual interest payable at
8%.                                                                                                                                                                                   
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                    
| |    | As at March 31, 2009, accrued interest on the note was
      $8,297 (2008 - $6,297). The note payable balance including accrued
      interest was $33,297. (2008 - $31,297). Interest on the debt for each
      quarter was $500.

F-12

---

MADISON EXPLORATIONS, INC. (An Exploration Stage
Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  MARCH 31, 2009

|Note 4 | Notes Payable - continued
|------ | -------------------------

| | b) | $24,000 ($30,000 CDN) with annual interest payable at
      5%                                                                                                                                                                                           
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                          
| |    | As at March 31, 2009, accrued interest on the note was
      $2,424 (2008 - $1,125). The note payable balance including accrued
      interest was $26,424 (2008 - $30,787). Interest on debt for the three
      months was $300 in 2009 ($366 in 2008).

|Note 5 | Convertible Note Payable                                                                                                                                                                                                                                                                                                                                                                              
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The note is non-interest bearing, unsecured and payable
      on demand. At any time prior to repayment any portion or the entire note
      may be converted into common stock at the discretion of the holder on the
      basis of $.01 of debt to 1 share. The effect that conversion would have on
      earnings per share has not been disclosed due to the current anti-dilutive
      effect.
|       |                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The balance in convertible note payable at March 31, 2009
      is as follows:                                                                                                                                                                                                                                                                                                                        

| | Proceeds from promissory note                       | $ | 40,000 | 
| | --------------------------------------------------- | - | ------ | 
| | Value allocated to additional paid-in capital       |   | 40,000 | 
| | Balance allocated to convertible note
      payable |   | -      | 
| | Amortized discount                                  |   | 8,000  | 
| |                                                     |   |        | 
| | Balance, convertible note payable                   | $ | 8,000  | 

|       | The total discount of $40,000 is being amortized over 5
      years starting April, 2008. Accordingly, the annual interest rate is 20%
      and for the three months ended March 31, 2009, $2,000 was recorded as
      interest expense. As at March 31, 2009, the unamortized discount is
      $32,000.
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                            
|Note 6 | Related Party Advance                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                            
|       | During the year ended December 31, 2008, the President
      advanced the Company funds repayable without interest or any other terms.
      There were no other related party transactions in the current quarter.
      (2008  $nil)                                                                    

F-13

---

**MADISON EXPLORATIONS, INC. (An Exploration Stage
Enterprise) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2009**

|Note 7 | Common Stock                                                                                                                                                                         
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                      
|       | On June 15, 1998 the Company authorized and issued
      53,750,000 shares of its common stock in consideration of $430 in cash.
      ($.000008 per share.)                         
|       |                                                                                                                                                                                      
|       | On June 7, 2004 the Company issued 59,070,000 in
      consideration of $472 in cash. ($.000008 per share.)                                                                          
|       |                                                                                                                                                                                      
|       | On June 14, the Company approved a forward stock split of
      5,000:1. These financial statements have been retroactively adjusted to
      effect this split.                     
|       |                                                                                                                                                                                      
|       | On March 30, 2006 the Company entered into a private
      placement agreement whereby the Company issued 200,000 Regulation-S shares
      in exchange for $50,000. ($.25 per share)
|       |                                                                                                                                                                                      
|       | There are no shares subject to warrants, options or other
      agreements as at March 31, 2009.                                                                                     

F-14

---

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

We were engaged in the business of diamond exploration in the
Southern area of the Province of Saskatchewan, Canada. During the 2008 financial
year, with the exception of two, all our mineral claims expired. The two
remaining claims expired on March 12, 2009. We are currently evaluating mineral
properties with the goal of identifying properties for acquisition. To date, we
have not identified properties that we intend to acquire.

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

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

Results of Operations

Three-Month Period Ended March 31, 2009

We did not earn any revenues during the three-month period
ended March 31, 2009 (three-month period ended March 31, 2008: $Nil).

We incurred operating expenses in the amount of $7,836 for the
three-month period ended March 31, 2009 (three-month period ended March 31,
2009: $3,106). These expenses comprised of general and administration expenses
and interest expense.

Liquidity and Capital Resources

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The officers and directors have agreed to pay all costs and expenses of having us 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
$30,000 per year. Our officers and directors have also agreed to pay the other expenses of the Company, excluding mineral property acquisition cost, 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 acquire a mineral property and to conduct an exploration program will depend upon our ability to secure loans or obtain either private or public financing. 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-K for the year ended December 31, 2008, our Chief Executive Officer and our Chief Accounting Officer concluded that, as of March 31, 2009, 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.

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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 March 31, 2009.

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) Unaudited financial statements for the quarter ended March
31, 2009; and

(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 March 31, 2009:

None

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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: May 10, 2009 | Madison Exploration Inc.                    
|------------------ | --------------------------------------------
|                   | (Registrant)                                
|                   |                                             
|                   | /s/ Joseph Gallo                            
|                   | By: Joseph Gallo                            
|                   | Title: President and Chief Executive Officer
|                   |                                             
|                   | /s/ Steven Cozine                           
|                   | By: Steven Cozine                           
|                   | Chief Financial Officer                     

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