<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


[ X ]    Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the quarterly period ended March 31, 2008

[   ]    Transition report pursuant to Section 13 or 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 small business issuer as specified in its charter)

             Nevada                                          -
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

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

                                 (206) 202-4519
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes__X__ No ______

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

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: 113,020,000 shares of common stock,
par value $0.001 were outstanding at March 31, 2008. Transitional Small Business
Disclosure Format: Yes ________ No ____X_____

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS






                           MADISON EXPLORATIONS, INC.
                        (A Exploration Stage Enterprise)

                        CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2008
                                   (UNAUDITED)





                                       i
<PAGE>

                           MADISON EXPLORATIONS, INC.
                        (A EXPLORATION STAGE ENTERPRISE)

                                    CONTENTS









FINANCIAL STATEMENTS

   Consolidated Balance Sheets                                          1

   Consolidated Statements of Operations                                2

   Consolidated Statements of Stockholders' (Deficit)                   3

   Consolidated Statements of Cash Flows                                4

   Notes to Consolidated Financial Statements                         5-8
-------------------------------------------------------------------------









                                       ii

<PAGE>
<TABLE>
                                     MADISON EXPLORATIONS, INC.
                                  (A EXPLORATION STAGE ENTERPRISE)
                                     CONSOLIDATED BALANCE SHEETS



                                                                   March 31,     December 31,
                                                                     2008           2007
                                                                  ---------       ---------
                                                                  (Unaudited)
<S>                                                               <C>             <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                                         $   4,421       $   5,637
                                                                  ---------       ---------
         Total assets                                             $   4,421       $   5,637
                                                                  =========       =========


                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                     $   8,303       $   7,221
     Notes payable and accrued interest                              62,085          61,922
                                                                  ---------       ---------
         Total current liabilities                                $  70,388       $  67,643
                                                                  ---------       ---------


STOCKHOLDERS' (DEFICIT)
     Common stock: $.001 par value;
        Authorized 500,000,000 shares;
        Issued and outstanding:  113,020,000 shares
        (December 31, 2007 113,020,000 shares)                    $ 113,020       $ 113,020
     Additional paid-in capital                                     (57,118)        (57,118)
     Accumulated other comprehensive income                          (7,095)         (7,740)
     Accumulated deficit during Exploration Stage                  (114,774)       (111,668)
                                                                  ---------       ---------

         Total stockholders' (deficit)                            $ (65,967)      $ (63,506)
                                                                  ---------       ---------

            Total liabilities and stockholders' (deficit)         $   4,421       $   5,637
                                                                  =========       =========




See Accompanying Notes to Consolidated Financial Statements.

                                       1
<PAGE>

                                          MADISON EXPLORATIONS, INC.
                                       (A EXPLORATION STAGE ENTERPRISE)
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                  (UNAUDITED)




                                                                                 June 15, 1998
                                                 Three Months Ended              (inception) to
                                                      March 31,                     March 31,
                                              2008                 2007               2008
                                         -------------       -------------       -------------

Revenues                                 $          --       $          --       $     144,000

Operating expenses
   Exploration and development           $          --       $         131       $     109,040
   General and administrative                    2,240               8,062             137,920
                                         -------------       -------------       -------------
Income/ (loss) before other expense      $       2,240              (8,193)      $    (102,960)
Other expense                                      866                 825              11,814
                                         -------------       -------------       -------------

   Net income/ (loss)                    $      (3,106)      $      (9,018)      $    (114,774)
                                         =============       =============       =============

   Net loss per share, basic
   and diluted                           $       (0.00)      $       (0.00)
                                         =============       =============
   Average number of shares
   of common stock outstanding             113,020,000         113,020,000
                                         =============       =============


See Accompanying Notes to Consolidated Financial Statements.

                                                      2
<PAGE>

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


                                                                                                    Accumulated
                                                                                    Accumulated       Deficit
                                                                      Additional       Other          During
                                            Common Stock               Paid in     Comprehensive    Development
                                        Shares         Amount          Capital         Income           Stage           Total
                                    ------------    ------------    ------------    ------------    ------------    ------------
June 15, 1998, issue
  common stock                        53,750,000    $     53,750    $    (53,320)   $         --    $         --    $        430
Net loss, December 31, 1999                   --              --              --              --              --              --
                                    ------------    ------------    ------------    ------------    ------------    ------------
Balance, December 31, 1999            53,750,000    $     53,750    $    (53,320)             --    $         --    $        430

Net loss, December 31, 2000                   --              --              --              --              --              --
                                    ------------    ------------    ------------    ------------    ------------    ------------
Balance, December 31, 2000            53,750,000    $     53,750    $    (53,320)   $         --    $         --    $        430

Net loss, December 31, 2001                   --              --              --              --              --              --
                                    ------------    ------------    ------------    ------------    ------------    ------------
Balance, December 31, 2001            53,750,000    $     53,750    $    (53,320)   $         --    $         --    $        430

Net loss, December 31, 2002                   --              --              --              --              --              --
                                    ------------    ------------    ------------    ------------    ------------    ------------
Balance, December 31, 2002            53,750,000    $     53,750    $    (53,320)   $         --    $         --    $        430

Net loss, December 31, 2003                   --              --              --              --              --              --
                                    ------------    ------------    ------------    ------------    ------------    ------------
Balance, December 31, 2003            53,750,000    $     53,750    $    (53,320)   $         --    $         --    $        430

Issuance of common stock
  for cash                            59,070,000          59,070         (58,598)             --              --             472
June 14, 2004 forward stock split
   5000:1
Capital contribution                          --                           5,000              --              --           5,000
Foreign 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 stock
  for cash                               200,000             200          49,800                                          50,000
Foreign 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          24,651
                                    ------------    ------------    ------------    ------------    ------------    ------------
Balance, December 31, 2007           113,020,000    $    113,020    $    (57,118)   $     (7,740)   $   (111,668)   $    (63,506)

Foreign currency adjustments                                                                 645              --             645
Net Income, March 31, 2008                                                                                (3,106)         (3,106)
                                    ------------    ------------    ------------    ------------    ------------    ------------
Balance, March 31, 2008              113,020,000    $    113,020    $    (57,118)   $     (7,095)   $   (114,774)   $    (65,967)
                                    ============    ============    ============    ============    ============    ============


See Accompanying Notes to Consolidated Financial Statements.

                                                                3
<PAGE>

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

                                                                                            June 15, 1998
                                                                  Three Months Ended       (inception) to
                                                               March 31,       March 31,      March 31,
                                                                 2008            2007           2008
                                                              ---------       ---------       ---------
Cash Flows From
Operating Activities
    Net income/ (loss)                                        $  (3,106)      $  (9,018)      $(114,774)
    Adjustments to reconcile net loss
    to cash used in operating activities:
    Changes in assets and liabilities
    (Increase) in deposits                                           --             (40)             --
    (Increase) in prepaid expenses                                   --              (9)             --
    Increase (decrease) in accounts payable and accruals          1,083              --           8,303
    Increase in deferred revenue                                     --           3,344              --
                                                              ---------       ---------       ---------
         Net cash used in
            operating activities                              $  (2,023)      $  (5,723)       (106,471)
                                                              ---------       ---------       ---------

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

Cash Flows From
Financing Activities
    Issuance of common stock                                  $      --       $      --       $ 113,020
    Capital contribution                                             --              --         (57,118)
    Officer loans and advances                                       --          (2,998)             --
    Notes payable                                                   162             500          62,085
                                                              ---------       ---------       ---------

         Net cash provided by
            financing activities                              $     162       $  (2,498)      $ 117,987
                                                              ---------       ---------       ---------

Effect of exchange rate changes on cash and
    cash equivalents                                          $     645       $    (137)      $  (7,095)
                                                              ---------       ---------       ---------

         Net increase (decrease)
            in cash                                           $  (1,206)      $  (8,358)      $   4,421

Cash, beginning of period                                         5,637          20,422              --
                                                              ---------       ---------       ---------
Cash, end of period                                           $   4,421       $  12,064       $   4,421
                                                              =========       =========       =========


See Accompanying Notes to Consolidated Financial Statements
</TABLE>
                                       4
<PAGE>

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



Note 1   Interim Reporting
         -----------------

         While the information presented in the accompanying interim six
         months consolidated financial statements is unaudited, it includes
         all adjustments, which are, in the opinion of management,
         necessary to present fairly the financial position, results of
         operations and cash flows for the interim periods presented in
         accordance with accounting principles generally accepted in the
         United States of America. These interim financial statements
         follow the same accounting policies and methods of their
         application as the Company's December 31, 2007 annual consolidated
         financial statements. All adjustments are of a normal recurring
         nature. It is suggested that these interim financial statements be
         read in conjunction with the Company's December 31 2007 annual
         financial statements. Operating results for the three months ended
         March 31, 2008 are not necessarily indicative of the results that
         can be expected for the year ended December 31, 2008.

Note 2   Nature and Continuance of Operations
         ------------------------------------

         The Company was incorporated on June 15, 1998 in the State of
         Nevada, USA and the Company's common shares are publicly traded on
         the OTC Bulletin Board.

         The Company is in the business of diamond exploration. Management
         plans to further evaluate, develop and exploit their interests in
         diamond mineral properties.

         These interim consolidated financial statements have been prepared
         in accordance with generally accepted accounting principles
         applicable to a going concern, which assumes that the Company will
         be able to meet its obligations and continue its operations for
         its next twelve months. Realization values may be substantially
         different from carrying values as shown and these financial
         statements do not give effect to adjustments that would be
         necessary to the carrying values and classification of assets and
         liabilities should the Company be unable to continue as a going
         concern. At March 31, 2008, the Company had not yet achieved
         profitable operations, has accumulated losses of $114,774 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.

                                       5
<PAGE>

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



Note 2.  Nature and Continuance of Operations
         ------------------------------------

         a) Recent Accounting Pronouncements
            --------------------------------

         In March 2008, the FASB issued SFAS No. 161, "Disclosures about
         Derivative Instruments and Hedging Activities", an amendment of SFAS
         No. 133. SFAS 161 applies to all derivative instruments and
         nonderivative instruments that are designated and qualify as hedging
         instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related
         hedged items accounted for under SFAS 133. SFAS 161 requires entities
         to provide greater transparency through additional disclosures about
         how and why an entity uses derivative instruments, how derivative
         instruments and related hedged items are accounted for under SFAS 133
         and its related interpretations, and how derivative instruments and
         related hedged items affect an entity's financial position, results of
         operations, and cash flows. SFAS 161 is effective as of the beginning
         of an entity's first fiscal year that begins after November 15, 2008.
         We do not expect that the adoption of SFAS 161 will have a material
         impact on our financial condition or results of operation.

         b) Concentration of Credit Risks
            -----------------------------

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

         c) Impairments of Long Lived Assets
            --------------------------------

         Impairment losses on long-lived assets, such as mining claims, are
         recognized when events or changes in circumstances indicate that the
         undiscounted cash flows estimated to be generated by such assets are
         less than their carrying value and, accordingly, all or a portion of
         such carrying value may not be recoverable. Impairment losses are then
         measured by comparing the fair value of assets to their carrying
         amounts.

         d) Foreign Currency Translation and Transactions
            ---------------------------------------------

         The functional currency of the Company's operations is Canadian
         dollars. The assets and liabilities arising from these operations are
         translated at current exchange rates and related revenues and expenses
         at the exchange rates in effect at the time the revenue or expense is
         incurred. Resulting translation adjustments, if material, are
         accumulated as a separate component of accumulated other comprehensive
         income in the statement of stockholders' deficiency while foreign
         currency transaction gains and losses are included in operations.

                                       6
<PAGE>

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



Note 2.  Nature and Continuance of Operations - Cont'd
         ---------------------------------------------


         The Company recorded a foreign currency (gain) loss of $nil during the
         three months ended March 31, 2008 and 2007, respectively.

         e) Mining Costs
            ------------

         Exploration and evaluation costs are expensed as incurred. Management's
         decision to develop or mine a property is based on an assessment of the
         viability of the property and the availability of financing. The
         Company will capitalize mining exploration and other related costs
         attributable to reserves when a definitive feasibility study
         establishes proven and probable reserves. Capitalized mining costs will
         be expensed using the unit of production method and will also be
         subject to an impairment assessment.

         f) Consolidation
            -------------

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

         g) Estimates
            ---------

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



Note 3.  Stockholders' Equity
         --------------------

         Net loss per common share
         -------------------------

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

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

                                       7
<PAGE>

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



Note 4.  Notes Payable
         -------------

         The Company has a note payable in the amount of $25,000 from Pale Face
         Holdings, Ltd. The note provides for interest payable at 8% annually.
         Accrued interest on the note payable was $6,297 as at March 31, 2008
         and $4,297 for the year ended March 31, 2007. The note payable balance
         including accrued interest was $31,297 and $29,297 at March 31, 2008
         and March 31, 2007, respectively.

         Two former officers of the Company have advanced funds to the Company
         to continue ongoing operations. On June 25, 2004, two former officers
         executed demand notes at 5% interest for $15,000 in CAD ($15,563 USD)
         each. Interest on the notes payable for the three months ended March
         31, 2008, was $375 and $1,314 for the three months ended March 31,
         2007. As of March 31, 2008 and March 31, 2007, the former officer
         advances were $30,787 and $25,983. Effective June 13, 2007 the debt to
         the officers was sold to Paleface Holdings and is included with the
         Notes Payable at March 31, 2008.The officers sold their shares on June
         22, 2007 and resigned their offices. The purchasers of the shares
         assumed controlling interest in the Company and were appointed the
         officers and directors of the Company.


                                       8
<PAGE>

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

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

PLAN OF OPERATION

The Company was incorporated in June of 1998 under the name of "Madison-Taylor
General Contractors, Inc." and intended to engage as a general contractor for
constructing temporary buildings at exploratory mining locations. Madison-Taylor
General Contractors, Inc. was unable to implement the business and remained
inactive from 1998 until 2004. The Company commenced operations under its
current name in April of 2004. After implementing the Company's current plan of
operation, the Company has relied on advances and contributions of capital of
approximately $28,100 from our principal stockholders, an additional shareholder
loan of $25,000 and proceeds of approximately $144,000 from the sale of a 20%
interest in one of the Company's claims (Bulls Eye), the sale of a 15% interest
in another claim (Bronco), and a further sale of 15% in another claim
(Woodmountain North) to support its limited operations. As of March 31, 2008,
the Company had $4,421 of cash. The Company will need additional equity or debt
financing of up to $2,000,000 to fully implement its planned exploration
program.

GEOLOGICAL REPORT: SOUTHERN SASKATCHEWAN

The Company has several specific exploration objectives:

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

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

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

                                       9
<PAGE>

The Company has completed its initial phase of work on the Scout Lake properties
and now intends to continue the initial phase of work on some of its other
properties in the Wood Mountain District. The results at our Scout Lake
properties do not warrant spending further time and money at this location.
Phase one work should consist of a ground magnetometer survey at approximately
500 meter line-spacing. At the same time, surface samples should be taken of
till for heavy mineral evaluation. About 50 samples would cover the grid area
satisfactorily. If results warrant, a few lines of gravimetric surveying could
be done. Two or three RC drill holes (about 500 meter) would then test the
anomaly.

Phase 1 - Initial Wood Mountain Evaluation

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

Phase 1 Total                                                          $20,100


Phase Two - Regional Program

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

Regional Structural Study

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

                                       10
<PAGE>

Regional Heavy Mineral Study

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

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

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

Wood Mountain Formation Study

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

Compilation of Geophysical Data

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

G.I.S. Compilation of all Data

                                       11
<PAGE>

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

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

Phase 2 - Regional Program

Regional Structural Study
- Satellite Photos - 10 @ $200 each                                        2,000
- Interpretation - 10 hours @ $500                                         5,000
- Digitizing                                                               3,000

Regional Heavy Mineral Study
- Sample collection - 600 samples @ $15 each                               9,000
- Vehicle  - FWD - 3 months @ $2,000/month                                 6,000
- Detail Sample Collection - 1000 samples @ $15 each                      15,000
- Initial Processing                                                      24,000
- Washer/Sieve rental - 3 months @ $2,000/month                            6,000
- Sample Bags - 1,600 20Kg bags @ $1 each                                  1,600
- Sample Bags - 1,600 2Kg bags @ $1 each                                   1,600
- Elutriation (Hydraulic Separation of HM) - 1600 @ $18.75 each           30,000
- ICP (Induced Coupled Polarization) (total) - 1600 @ $10 each            16,000
- Digitizing                                                               3,000

Regional Surficial Geology Study
- Data Interpretation                                                      4,000
- Digitizing                                                               3,000

Compilation of Geophysical Data
- Data Collection                                                          2,500
- Data Interpretation                                                      5,000
- Digitizing                                                               4,000

                                       12
<PAGE>

G.I.S. Compilation
- Additional Data Collection                                               5,000
- Data Interpretation                                                      5,000
- Digitizing                                                               5,000

Engineering & Supervision
- Engineering & Supervision                                               15,000
- Contingencies approximately 5%                                           7,800

Phase 2 Total                                                           $178,500

Phase Three - Drilling and Confirmation

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

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

Phase 3 - Drilling and Confirmation

Ground Magnetic Surveys
- Instrument Rental - 3 months @ $1,600/month                              4,800
- Field computer Rental - 3 month @ $300/month                               900
- Operator/Assistant - 70 Days @ $300/day                                 21,000

Gravimetric Survey
- Instrument Rental - 3 months @ $1,600/month                              3,000
- Operator/Assistant - 70 Days @ $300/day                                 21,000
- Surveying                                                                6,000

Test Drilling
- 5,000 ft. @ $10                                                         50,000
- Cutting Analysis - 50 samples @ $500 each                               25,000

Engineering & Supervision
- Engineering & Supervision                                               13,000
Contingencies approximately 5%                                             6,700


Phase 3 Total                                                           $151,400


                                       13
<PAGE>

24 Month Exploration Budget on new and future claims

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

Planned Exploration on future Claims           Year 1            Year 2
________________________________________________________________________

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

Property Exploration Expenditures             500,000           650,000
________________________________________________________________________

                                             $550,000          $700,000
________________________________________________________________________

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

The combination of numerous indicator minerals (pyrope garnets and chrome
diopsides) and magnetic anomalies make this area a prime target. The indicator
mineral suite is identical chemically to that of the Fort a la Corne district.
An early drilling program is anticipated for this area. Additional targets in
the Wood Mountain district and other areas will also be investigated. Keating
analysis of existing geophysical data over the Company's claim holdings has
identified 6 potential diamond targets, including the 3 targets that were
previously designated as high priority drill targets. Preliminary investigation
of these targets will be carried out to assess the possibility of diamond
deposits existing on the Company's properties.

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

                                       14
<PAGE>

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

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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


ITEM 3. CONTROLS AND PROCEDURES.
--------------------------------

We carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
as of the end of the period covered by this report. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures as of March 31, 2008 were effective at a
level that provides reasonable assurance to ensure that information required to
be disclosed by us in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.

                                       15
<PAGE>

There have been no changes in our internal controls over financial reporting or
in other factors that could materially affect, or are reasonably likely to
affect, our internal controls over financial reporting during the quarter ended
March 31, 2008.


                                     PART II
                                OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS
--------------------------

None

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
--------------------------------------------------------------------

There were no unregistered sales of equity securities during the three month
period ended March 31, 2008.

ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
---------------------------------------------------------

None

ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
---------------------------------------------------------

None

ITEM 5. OTHER INFORMATION.
--------------------------

None

ITEM 6. EXHIBITS
----------------


The following exhibits are filed with this report:

31.1 Certification of Chief Executive Officer.

31.2 Certification of Chief Financial Officer.

32.1 Section 906 Certification of Chief Executive Officer.

32.2 Section 906 Certification of Chief Financial Officer.

                                       16
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                 MADISON EXPLORATIONS, INC.

                                                 By /s/ Joseph Gallo
                                                    ------------------------
Date: May 19, 2008





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