---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

[   ] TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission file number **000-51302**

MADISON EXPLORATIONS, INC.(Exact name of registrant as specified in its charter)

|Nevada                                                                         | 00-0000000                          
|------------------------------------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization)           | (I.R.S. Employer Identification No.)
|                                                                               |                                     
|                                                                               |                                     
|                                                                               |                                     
|1100 E. 29thStreet, Suite 153, North Vancouver, British Columbia,
      Canada | V7K 1C2                             
|(Address of principal executive offices)                                       | (Zip Code)                          

778-928-7677(Registrants telephone number,
including area code)

**n/a**(Former name, former address
and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.[X] **Yes    [   ] No******

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (s. 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files). [   ] Yes    [   ] No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act.

Larger accelerated filer[   ]
    
    Accelerated
      filer[ 
       ]Non-accelerated filer[   ]
    (Do not check if a smaller
      reporting company)
    Smaller reporting company[X]


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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

|Class                           | Outstanding at November 13, 2009
|------------------------------- | --------------------------------
|                                |                                 
|Common Stock - $0.001 par value | 113,020,000                     

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 2
|-------------- | -------------------------- | -

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements.

MADISON EXPLORATIONS, INC. (An Exploration Stage
Enterprise)

CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

|                                                         | Index
|-------------------------------------------------------- | -----
|                                                         |      
|Consolidated
      Balance Sheets                        | F-1  
|                                                         |      
|Consolidated
      Statements of Operations              | F-2  
|                                                         |      
|Consolidated
      Statements of Stockholders (Deficit) | F-3  
|                                                         |      
|Consolidated
      Statements of Cash Flows              | F-5  
|                                                         |      
|Notes
      to Consolidated Financial Statements         | F-6  

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 3
|-------------- | -------------------------- | -

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

|                                                     |   | September 30, |   |   | December 31, |  
|---------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                     |   | 2009          |   |   | 2008         |  
|                                                     |   |               |   |   |              |  
|                                                     |   |               |   |   |              |  
|ASSETS                                               |   |               |   |   |              |  
|                                                     |   |               |   |   |              |  
|CURRENT ASSETS                                       |   |               |   |   |              |  
|Cash                                                 | $ | 8,611         |   | $ | 26,467       |  
|                                                     |   |               |   |   |              |  
|Total assets                                         | $ | 8,611         |   | $ | 26,467       |  
|                                                     |   |               |   |   |              |  
|                                                     |   |               |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY             |   |               |   |   |              |  
|                                                     |   |               |   |   |              |  
|CURRENT LIABILITIES                                  |   |               |   |   |              |  
|Accounts payable and
      accrued liabilities       | $ | 10,768        |   | $ | 7,975        |  
|Notes
      payable and accrued interest  Note 4    |   | 65,385        |   |   | 59,494       |  
|Convertible note payable
       Note 5              |   | 12,000        |   |   | 6,000        |  
|Related
      party advance  Note 6                 |   | 561           |   |   | 561          |  
|                                                     |   |               |   |   |              |  
|Total current liabilities                            |   | 88,714        |   |   | 74,030       |  
|                                                     |   |               |   |   |              |  
|                                                     |   |               |   |   |              |  
|STOCKHOLDERS DEFICIENCY                             |   |               |   |   |              |  
|Common
      stock  Note 7                          |   |               |   |   |              |  
|$.001 par value;                                     |   |               |   |   |              |  
|Authorized 500,000,000 shares;                       |   |               |   |   |              |  
|Issued and outstanding: 113,020,000 shares           |   | 113,020       |   |   | 113,020      |  
|Additional paid-in capital                           |   | (17,118       | ) |   | (17,118      | )
|Accumulated other
      comprehensive loss           |   | (5,589        | ) |   | (2,101       | )
|Accumulated deficit during exploration stage         |   | (170,416      | ) |   | (141,364     | )
|                                                     |   |               |   |   |              |  
|Total stockholders deficiency                       |   | (80,103       | ) |   | (47,563      | )
|                                                     |   |               |   |   |              |  
|Total liabilities and
      stockholders deficiency | $ | 8,611         |   | $ | 26,467       |  

Going concern  Note 1

See Accompanying Notes to Consolidated Financial Statements.

F-1

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 4
|-------------- | -------------------------- | -

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

June 15, 1998Three months ended
      
      
      Nine months ended
      
      
      (inception) toSept 30,
      
      
      Sept 30,
      
      
      Sept 30,
      
      
      Sept 30,
      
      
      Sept 30,2009
      
      
      2008
      
      
      2009
      
      
      2008
      
      
      2009Revenues
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      144,000Operating expensesExploration and development
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      109,040General and administrative
      
      7,857
      
      
      3,602
      
      
      20,582
      
      
      13,507
      
      
      176,552(7,857
      )
      
      (3,602
      )
      
      (20,582
      )
      
      (13,507
      )
      
      (285,592
      )Income (loss) before other expense
      
      (7,857
      )
      
      (3,602
      )
      
      (20,582
      )
      
      (13,507
      )
      
      (141,592
      )Other expense
      
      (2,845
      )
      
      (862
      )
      
      (8,470
      )
      
      (2,599
      )
      
      (28,824
      )Net income (loss)
      
      (10,702
      )
      
      (4,464
      )
      
      (29,052
      )
      
      (16,106
      )
      
      (170,416
      )Other comprehensive income (loss)Translation gain (loss)
      
      (1,866
      )
      
      794
      
      
      (3,488
      )
      
      1,040
      
      
      (5,589
      )Total comprehensive loss
      $
      (12,568
      )
      $
      (3,670
      )
      $
      (32,450
      )
      $
      (15,066
      )
      $
      (176,005
      )Net income(loss) per share,basic and diluted
      $
      (0.00
      )
      $
      0.00
      
      $
      (0.00
      )
      $
      0.00Average number of sharesof common stock outstanding
      
      113,020,000
      
      
      113,020,000
      
      
      113,020,000
      
      
      113,020,000


See Accompanying Notes to Consolidated Financial Statements.

F-2

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 5
|-------------- | -------------------------- | -

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

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-3

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 6
|-------------- | -------------------------- | -

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

AccumulatedAccumulated
      
      
      DeficitAdditional
      
      
      Other
      
      
      DuringCommon
        Stock
      
      
      Paid -in
      
      
      Comprehensive
      
      
      ExplorationShares
      
      
      Amount
      
      
      Capital
      
      
      Income
      
      
      Stage
      
      
      TotalBalance, December 31, 2008
      
      113,020,000
      
      $
      113,020
      
      $
      (17,118
      )
      $
      (2,101
      )
      $
      (141,364
      )
      $
      (47,563
      )Foreign currency adjustments
      
      
      
      
      
      
      
      
      
      
      (3,488
      )
      
      
      
      
      (3,488
      )Net loss, September 30, 2009
      
      
      
      
      
      
      
      
      
      
      
      
      
      (29,052
      )
      
      (29,052
      )Balance, September 30, 2009
      
      113,020,000
      
      $
      113,020
      
      $
      (17,118
      )
      $
      (5,589
      )
      $
      (170,416
      )
      $
      (80,103
      )


See Accompanying Notes to Consolidated Financial Statements.

F-4

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 7
|-------------- | -------------------------- | -

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

|                                                     |   |                   |   |   |                |   |   | June 15, 1998 |  
|---------------------------------------------------- | - | ----------------- | - | - | -------------- | - | - | ------------- | -
|                                                     |   | Nine months ended |   |   | (inception) to |  
|                                                     |   | Sept 30           |   |   | Sept 30        |   |   | Sept 30       |  
|                                                     |   | 2009              |   |   | 2008           |   |   | 2009          |  
|                                                     |   |                   |   |   |                |   |   |               |  
|Cash Flows from Operating Activities                 |   |                   |   |   |                |   |   |               |  
|Net income (loss)                                    | $ | (29,052           | ) | $ | (16,106        | ) | $ | (170,416      | )
|Amortization of convertible
      debt discount      |   |                   |   |   |                |   |   |               |  
|recorded as interest                                 |   | 6,000             |   |   | -              |   |   | 12,000        |  
|Adjustments to reconcile
      net loss              |   |                   |   |   |                |   |   |               |  
|to cash used in operating activities:                |   |                   |   |   |                |   |   |               |  
|Changes in assets and liabilities                    |   |                   |   |   |                |   |   |               |  
|Increase (decrease) in accounts payable and accruals |   | 2,793             |   |   | (1,142         | ) |   | 10,768        |  
|Net cash used in operating activities                | $ | (20,259           | ) | $ | (17,248        | ) |   | (147,648      | )
|                                                     |   |                   |   |   |                |   |   |               |  
|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                                        |   | 5,891             |   |   | 41,451         |   |   | 65,385        |  
|Proceeds of convertible note payable                 |   | -                 |   |   | -              |   |   | 40,000        |  
|Related party advances                               |   | -                 |   |   | 561            |   |   | 561           |  
|                                                     |   |                   |   |   |                |   |   |               |  
|Net cash provided by financing activities            | $ | 5,891             |   | $ | 42,012         |   | $ | 161,848       |  
|                                                     |   |                   |   |   |                |   |   |               |  
|Effect of foreign currency translation               |   |                   |   |   |                |   |   |               |  
|on cash and cash equivalents                         | $ | (3,488            | ) | $ | 1,040          |   | $ | (5,589        | )
|                                                     |   |                   |   |   |                |   |   |               |  
|Net increase (decrease) in cash                      | $ | (17,856           | ) | $ | 25,804         |   | $ | 8,611         |  
|                                                     |   |                   |   |   |                |   |   |               |  
|Cash, beginning of period                            |   | 26,467            |   |   | 5,637          |   |   | -             |  
|                                                     |   |                   |   |   |                |   |   |               |  
|Cash, end of period                                  | $ | 8,611             |   | $ | 31,441         |   | $ | 8,611         |  
|                                                     |   |                   |   |   |                |   |   |               |  
|                                                     |   |                   |   |   |                |   |   |               |  
|SUPPLEMENTAL DISCLOSURE                              |   |                   |   |   |                |   |   |               |  
|                                                     |   |                   |   |   |                |   |   |               |  
|Interest and taxes paid                              | $ | 8,470             |   | $ | 2,599          |   | $ | 8,824         |  

See Accompanying Notes to Consolidated Financial Statements

F-5

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 8
|-------------- | -------------------------- | -

MADISON EXPLORATIONS, INC. (An Exploration Stage
Enterprise)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER
30, 2009

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | While the information presented in the accompanying
      interim nine 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 suggested that these interim financial statements
      be read in conjunction with the Companys December 31, 2008 annual
      financial statements. Operating results for the nine months ended
      September 30, 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 in the business of diamond exploration.
      Management plans to further evaluate, develop and exploit their interests
      in diamond mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | These interim consolidated financial statements have been
      prepared in accordance with generally accepted accounting principles
      applicable to a going concern, which assumes that the Company will be able
      to meet its obligations and continue its operations for its next twelve
      months. Realization values may be substantially different from carrying
      values as shown and these financial statements do not give effect to
      adjustments that would be necessary to the carrying values and
      classification of assets and liabilities should the Company be unable to
      continue as a going concern. At September 30, 2009, the Company had not
      yet achieved profitable operations, has accumulated losses of $170,416
      since its inception and expects to incur further losses in the development
      of its business, all of which casts substantial doubt about the Companys
      ability to continue as a going concern. The Companys ability to continue
      as a going concern is dependent upon its ability to generate future
      profitable operations and/or to obtain the necessary financing to meet its
      obligations and repay its liabilities arising from normal business
      operations when they come due. Management has no formal plan in place to
      address this concern but considers that the Company will be able to obtain
      additional funds by equity financing and/or related party advances.
      However there is no assurance of additional funding being available.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Note 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 September 30, 2009, the Company did not have any cash
      equivalents (2008  $nil). As at September 30, 2009, only $298 was
      deposited in accounts that were federally insured (2008  only $1593).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-6

---

|Form 10-Q  Q3 | Madison Explorations, Inc. | 9
|-------------- | -------------------------- | -

MADISON EXPLORATIONS, INC. (An Exploration Stage
Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  SEPTEMBER 30, 2009

|Note 3 | Summary of Significant Accounting Policies -
      continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | c)        Revenue
      Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company recognizes revenue when a contract is in
      place, minerals are delivered to the purchaser and collectability is
      reasonably assured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | d)        Stock-Based
      Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company has adopted Financial Accounting Standard
      Board (FASB) Accounting Standards Codification (ASC) 718
      Compensation  Stockin 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
      September 30, 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 FASB ASC 260, Earnings Per Share. Basic net income (loss) per
      share is computed by dividing net income (loss) available to common
      stockholders by the weighted average number of common shares outstanding
      during the period. Diluted net income (loss) per share on the potential
      exercise of the equity-based financial instruments is not presented where
      anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | f)      
       Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | In accordance with FASB ASC 220, Comprehensive
      Income, comprehensive income consists of net income and other gains
      and losses affecting stockholder's equity that are excluded from net
      income, such as unrealized gains and losses on investments available for
      sale, foreign currency translation gains and losses and minimum pension
      liability. All comprehensive income consists of translation gains and
      losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | g)        Use of
      Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires management to make estimates and assumptions that affect
      the amounts reported in the financial statements and accompanying
      disclosures. Although these estimates are based on management's best
      knowledge of current events and actions the Company may undertake in the
      future, actual results may ultimately differ from the estimates.
      Management believes such estimates to be reasonable.                                                                                                                                                                                                                                                                                                                                                                          

F-7

---

|Form 10-Q  Q3 | Madison Explorations, Inc. | 10
|-------------- | -------------------------- | --

MADISON EXPLORATIONS, INC. 
  (An Exploration Stage Enterprise)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  SEPTEMBER 30, 2009

|Note 3 | Summary of Significant
      Accounting Policies - continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | h)        Fair Value
      Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company follows FASB Accounting Standards
      Codification 820, Fair Value Measurements and Disclosures,
      for all financial instruments and non-financial instruments accounted for
      at fair value on a recurring basis. This new accounting standard
      establishes a single definition of fair value and a framework for
      measuring fair value, sets out a fair value hierarchy to be used to
      classify the source of information used in fair value measurement and
      expands disclosures about fair value measurements required under other
      accounting pronouncements. It does not change existing guidance as to
      whether or not an instrument is carried at fair value. The Company defines
      fair value as the price that would be received from selling an asset or
      paid to transfer a liability in an orderly transaction between market
      participants at the measurement date. When determining the fair value
      measurements for assets and liabilities, which are required to be recorded
      at fair value, the Company considers the principal or most advantageous
      market in which the Company would transact and the market-based risk
      measurements or assumptions that market participants would use in pricing
      the asset or liability, such as inherent risk, transfer restrictions and
      credit risk.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company has adopted FASB ASC 825, Financial
      Instruments,which allows companies to choose to measure eligible
      financial instruments and certain other items at fair value that are not
      required to be measured at fair value. The Company has not elected the
      fair value option for any eligible financial instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | i)        Financial
      Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | Fair Value:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The fair value of 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-8

---

|Form 10-Q  Q3 | Madison Explorations, Inc. | 11
|-------------- | -------------------------- | --

MADISON EXPLORATIONS, INC. 
  (An Exploration Stage Enterprise)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  SEPTEMBER 30, 2009

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

F-9

---

|Form 10-Q  Q3 | Madison Explorations, Inc. | 12
|-------------- | -------------------------- | --

MADISON EXPLORATIONS, INC. 
  (An Exploration Stage Enterprise)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  SEPTEMBER 30, 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 Company follows FASB ASC 815, Derivatives and
      Hedges.This standard establish accounting and reporting requirements
      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 September 30, 2009, accrued interest on the note
      was $9,297 (2008 - $7,297). The note payable balance including accrued
      interest was $34,297 as at September 30, 2009 (2008 - $32,297). Interest
      on the debt for each quarter was $500.                             
| |    |                                                                                                                                                                                                                                                                                             
| | b) | $26,423 ($30,000 CDN) with annual interest payable at
      5%                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                             
| |    | As at September 30, 2009, accrued interest on the note
      was $3,047 (2008 - $1,,862). The note payable balance including accrued
      interest was $31,087 as at September 30, 2009 (2008 - $31,076). Interest
      on debt for the nine months was $970 in 2009 and $1,099 in
  2008.

F-10

---

|Form 10-Q  Q3 | Madison Explorations, Inc. | 13
|-------------- | -------------------------- | --

MADISON EXPLORATIONS, INC. 
  (An Exploration Stage Enterprise)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  SEPTEMBER 30, 2009

|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 September 30,
      2009 is as follows:                                                                                                                                                                                                                                                                                                                    

Proceeds from promissory note
    $
    40,000Value allocated to additional paid-in capital
    
    40,000Balance allocated to convertible note
      payable
    
    -Amortized discount
    
    12,000Balance, convertible note payable
    $
    12,000


|       | 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 nine months ended September 30, 2009, $6,000 was recorded as
      interest expense. As at September 30, 2009, the unamortized discount is
      $28,000.
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                   
|Note 6 | Related Party Advance                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                   
|       | In 2008 the President advanced the Company $561 repayable
      without interest or any other terms. There were no related party
      transactions in the nine months ended September 30, 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
      ($0.000008 per share).                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                   
|       | On June 7, 2004 the Company issued 59,070,000 in
      consideration of $472 in cash ($0.000008 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 ($0.25 per share).There are no shares subject to warrants, options or other agreements as
      at September 30, 2009.                        

F-11

---

|Form 10-Q  Q3 | Madison Explorations, Inc. | 14
|-------------- | -------------------------- | --

Item 2. Managements Discussion and Analysis of Financial
  Condition and Results of Operation.

The following discussion of Madisons financial condition,
changes in financial condition and results of operations for the three and nine
months ended September 30, 2009 should be read in conjunction with Madisons
unaudited consolidated financial statements and related notes for the three and
nine months ended September 30, 2009.

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve risks and uncertainties, including
statements regarding Madisons capital needs, business plans and expectations.
Such forward-looking statements involve risks and uncertainties regarding
Madisons ability to carry out its planned exploration programs on its mineral
properties. Forward-looking statements are made, without limitation, in relation
to Madisons operating plans, Madisons liquidity and financial condition,
availability of funds, operating and exploration costs and the market in which
Madison competes. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as may,
will, should, expect, plan, intend, anticipate, believe,
estimate, predict, potential or continue, the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined below, and, from time to time, in other reports Madison files
with the SEC. These factors may cause Madisons actual results to differ
materially from any forward-looking statement. Madison disclaims any obligation
to publicly update these statements, or disclose any difference between its
actual results and those reflected in these statements. The information
constitutes forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements.

Plan of Operation

Madison was 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 Madisons mineral claims expired.
The two remaining claims expired on March 12, 2009.

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

During the next 12 months management plans on looking for,
evaluating and acquiring an interest in a new mineral property. Madison has
minimal finances and accordingly there is no assurance that it will be able to
acquire an interest in any new mineral property. Management anticipates that
Madison will have to complete additional financings in connection with the
acquisition of any interest in a new mineral property. Currently, Madison has no
arrangements for any financing required to fund its continued operations or the
acquisition of any interest in a new mineral property.

Further, even if Madison is able to acquire an interest in a
new mineral property, there is no assurance that it will be able to raise the
financing necessary to complete exploration of the new mineral property. Based
on Madisons financial position, there is no assurance that Madison will be able
to continue its business operations.

Madisons viability and potential success lie in its 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 Madison to locate a
viable mineral deposit

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 15
|-------------- | -------------------------- | --

will have a material adverse effect on its operations and could
result in a total loss of its business.

Management anticipates incurring the following expenses during
the next 12 month period:

- Management anticipates spending approximately $2,500 in ongoing general and
  administrative expenses per month for the next 12 months, for a total
  anticipated expenditure of $30,000 over the next 12 months. The general and
  administrative expenses for the year will consist primarily of professional
  fees for the audit and legal work relating to Madisons regulatory filings
  throughout the year, as well as transfer agent fees, annual mineral claim fees
  and general office expenses.
- Management anticipates spending approximately $15,000 in complying with
  Madisons obligations as a reporting company under the Securities Exchange
  Act of 1934and as a reporting issuer in Canada. These expenses will
  consist primarily of professional fees relating to the preparation of
  Madisons financial statements and completing and filing its annual report,
  quarterly report, and current report filings with the SEC and with SEDAR in
  Canada.

As at September 30, 2009, Madison had cash of $8,611 and a
working capital deficit of $80,103. Accordingly, Madison will require additional
financing in the amount of $116,492 in order to fund its obligations as a
reporting company under the Securities Act of 1934and itsgeneral
and administrative expenses for the next 12 months.

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

Risk Factors

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

Liquidity and Capital Resources

Cash and Working Capital

As at September 30, 2009, Madison had cash of $8,611 and a
working capital deficit of $80,103, compared to cash of $26,467 and working
capital deficit of $47,563 as at December 31, 2008.

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

The officers and directors have agreed to pay all costs and
expenses of having Madison comply with the federal securities laws (and being a
public company, should Madison be unable to do so). Madisons officers and
directors have also agreed to pay the other expenses of Madison, excluding
mineral property acquisition cost, those direct costs and expenses of data
gathering and mineral exploration, should Madison be unable to do so.

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 16
|-------------- | -------------------------- | --

To implement its business plan, Madison will need to secure
financing for its business development. Madison currently has no source for
funding at this time.

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

Net Cash Used in
Operating Activities

Madison used cash of $20,259 in operating activities during the
first nine months of fiscal 2009 compared to cash used of $17,248 in operating
activities during the same period in the previous fiscal year. The increase in
the operating activities was principally a result of a increase in accounts
payable and accruals, an increase in net loss and an increase in amortization of
convertible debt discount recorded as interest.

Net Cash
Provided (Used in) Investing Activities

Net cash used in investing activities was $nil for the first
nine months of fiscal 2009 as compared with cash flow from investing activities
of $nil for the same period in the previous fiscal year.

Net Cash
Provided by Financing Activities

Net cash flows provided by financing activities were $5,891 for
the first nine months of fiscal 2009, as a result of an increase in notes
payable. Madison generated $42,012 from financing activities during the first
nine months of fiscal 2008.

Results of Operations  Nine months ended September 30, 2009
and September 30, 2008

References to the discussion below to fiscal 2009 are to
Madisons current fiscal year, which will end on December 31, 2009. References
to fiscal 2008 are to Madisons fiscal year ended December 31, 2008.

For the
    
    
    For the
    
    
    For the
    
    
    For the
    
    
      AccumulatedThree Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine Months
    
    
      fromEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
      June 15, 1998September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
      (Date of2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
      Inception)$
    
    
    $
    
    
    $
    
    
    $
    
    
      to September 30,2009$Revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
      144,000Operating expensesExploration and Development
    
    
    
    
    
    
    
    
    
    
    
    
    
      (109,040
    )General and
      administrative
    
    (7,857
    )
    
    (3,602
    )
    
    (20,582
    )
    
    (13,507
    )
    
      (176,552
    )Other expense
    
    (2,845
    )
    
    (862
    )
    
    (8,470
    )
    
    (2,599
    )
    
      (28,824
    )Net income (Loss)
      
      (10,702
      )
      
      (4,464
      )
      
      (29,052
      )
      
      (16,106
      )
      
      (170,416
      )Translation loss
    
    (1,866
    )
    
    794
    
    
    (3,488
    )
    
    1,040
    
    
      (5,589
    )Total Expenses
    
    (12,568
    )
    
    (3,670
    )
    
    (32,450
    )
    
    (15,066
    )
    
      (176,005
    )


Going Concern

Madison has not attained profitable operations and is dependent
upon obtaining financing to pursue any extensive business activities. For these
reasons Madisons auditors stated in their report that they have substantial
doubt Madison will be able to continue as a going concern.

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 17
|-------------- | -------------------------- | --

Future Financings

Management anticipates continuing to rely on equity sales of
Madisons common stock in order to continue to fund its business operations.
Issuances of additional common stock will result in dilution to Madisons
existing stockholders. There is no assurance that Madison will achieve any
additional sales of its common stock or arrange for debt or other financing to
fund its planned activities.

Off-balance Sheet Arrangements

Madison has no significant off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to stockholders.

Material Commitments for Capital Expenditures

Madison had no contingencies or long-term commitments at
September 30, 2009.

Tabular Disclosure of Contractual Obligations

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

Critical Accounting Policies

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

Use of Estimates

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

Mining Costs

Madison has been in the exploration stage since its inception
on June 15, 1998 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition and exploration of mining
properties. 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. Madison 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.

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 18
|-------------- | -------------------------- | --

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and
Procedures

Management maintains disclosure controls and procedures, as
such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934
(the Exchange Act), that are designed to ensure that information
required to be disclosed in Madisons Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to management, including Madisons Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.

In connection with the preparation of this quarterly report on
Form 10-Q, an evaluation was carried out by management, with the participation
of the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of Madisons disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of September 30, 2009.

Based on the evaluation and the identification of the material
weaknesses in Madisons internal control over financial reporting, as described
in its Form 10-K for the year ended December 31, 2008, the Chief Executive
Officer and the Chief Accounting Officer concluded that, as of September 30,
2009, Madisons disclosure controls and procedures were effective.

Changes in Internal Controls over Financial
Reporting

There were no changes in Madisons internal controls over
financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during
the quarter ended September 30, 2009, that materially affected, or are
reasonably likely to materially affect, Madisons internal control over
financial reporting.

Limitations on the Effectiveness of Controls and Procedures

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

PART II  OTHER INFORMATION

Item 1. Legal Proceedings.

Madison is not a party to any pending legal proceedings and, to
the best of Madisons knowledge, none of Madisons property or assets are the
subject of any pending legal proceedings.

Item 1A. Risk Factors.

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

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

During the quarter of the fiscal year covered by this report,
(i) Madison did not modify the instruments defining the rights of its
shareholders, (ii) no rights of any shareholders were limited or qualified by
any other class of

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 19
|-------------- | -------------------------- | --

securities, and (iii) Madison did not sell any unregistered
equity securities.

Item 3. Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report,
no material default has occurred with respect to any indebtedness of Madison.
Also, during this quarter, no material arrearage in the payment of dividends has
occurred.

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

No matter was submitted to a vote of security holders through
the solicitation of proxies or otherwise, during the quarter of the fiscal year
covered by this report.

Item 5. Other Information.

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

Madisons board of directors has not adopted a code of ethics
(the Code) that applies to members of its Board of Directors, its
officers including its chief executive officer (being its principal executive
officer), and its chief financial officer (being its principal financial and
accounting officer). Because Madison currently has only two executive officers
(both of whom are also directors of Madison), it is not considered necessary for
Madison to adopt a Code of Business Conduct and Ethics. Once Madisons
operations expand and it has additional employees, management intends to adopt a
Code of Business Conduct and Ethics.

Item 6. Exhibits

(a)Index to and Description of Exhibits

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

|Exhibit  | Description                                                                                                                                                                                                                     | Status  
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|         |                                                                                                                                                                                                                                 |         
|3.1      | Articles of Incorporation, filed
      as an exhibit to Madisons registration statement on Form 10-SB filed
      on May 4, 2005, and incorporated herein by reference.                                                        | Filed   
|         |                                                                                                                                                                                                                                 |         
|3.2      | By-Laws, filed as an exhibit to
      Madisons registration statement on Form 10-SB filed on May 4, 2005,
      and incorporated herein by reference.                                                                          | Filed   
|         |                                                                                                                                                                                                                                 |         
|10.1     | Mineral Property Agreement Contract
      dated June 16, 2004, filed as an exhibit to Madisons registration
      statement on Form 10-SB filed on May 4, 2005, and incorporated herein by
      reference.                    | Filed   
|         |                                                                                                                                                                                                                                 |         
|10.2     | Amendment to Property Agreement
      dated September 1, 2005, filed as an exhibit to Madisons registration
      statement on Form 10-SB/A filed on November 4, 2005, and incorporated herein
      by reference.             | Filed   
|         |                                                                                                                                                                                                                                 |         
|10.3     | Option Agreement dated September
      14, 2005 with Echo Resources, Inc., filed as an exhibit to Madisons
      registration statement on Form 10-SB/A filed on November 4, 2005, and incorporated
      herein by reference. | Filed   
|         |                                                                                                                                                                                                                                 |         
|31.1     | Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                  | Included
|         |                                                                                                                                                                                                                                 |         
|**31.2** | Certification pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                  | Included
|         |                                                                                                                                                                                                                                 |         
|32.1     | Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.                                                                                             | Included
|         |                                                                                                                                                                                                                                 |         
|**32.2** | Certification pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.                                                                                             | Included

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|Form 10-Q  Q3 | Madison Explorations, Inc. | 20
|-------------- | -------------------------- | --

SIGNATURES

In accordance with the requirements of the Securities Exchange
Act of 1934, Madison Explorations, Inc. has caused this report to be signed on
its behalf by the undersigned duly authorized person.

|                         | **MADISON EXPLORATIONS, INC.**
|------------------------ | ------------------------------
|                         |                               
|                         |                               
|                         |                               
|Dated: November 16, 2009 | By:                           
|                         | Name:                         
|                         | Title:                        
|                         |                               
|                         |                               
|                         |                               
|                         |                               
|Dated: November 16, 2009 | By:                           
|                         | Name:                         
|                         | Title:                        
|                         |                               

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