---

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 June
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 August 10, 2009
|------------------------------- | ------------------------------
|Common Stock - $0.001 par value | 113,020,000                   

---

MADISON EXPLORATIONS, INC.(An Exploration Stage Enterprise)

CONSOLIDATED FINANCIAL STATEMENTS 
  JUNE 30, 2009(UNAUDITED)

F-1

---

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

|FINANCIAL STATEMENTS                                  |           
|----------------------------------------------------- | ----------
|Consolidated Balance Sheets                           | F-3       
|Consolidated Statements of Operations                 | F-4       
|Consolidated Statements of Stockholders' (Deficiency) | F-5       
|Consolidated Statements of Cash Flows                 | F-7       
|Notes to Consolidated Financial Statements            | F-8 - F-14

F-2

---

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

|                                                   |   | June 30, |   |   | December 31, |  
|-------------------------------------------------- | - | -------- | - | - | ------------ | -
|                                                   |   | 2009     |   |   | 2008         |  
|                                                   |   |          |   |   |              |  
|                                                   |   |          |   |   |              |  
|ASSETS                                             |   |          |   |   |              |  
|                                                   |   |          |   |   |              |  
|CURRENT ASSETS                                     |   |          |   |   |              |  
|Cash                                               | $ | 12,236   |   | $ | 26,467       |  
|                                                   |   |          |   |   |              |  
|Total assets                                       | $ | 12,236   |   | $ | 26,467       |  
|                                                   |   |          |   |   |              |  
|                                                   |   |          |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY           |   |          |   |  
|                                                   |   |          |   |   |              |  
|CURRENT LIABILITIES                                |   |          |   |   |              |  
|Accounts payable and accrued
      liabilities     | $ | 6,527    |   | $ | 7,975        |  
|Notes payable
      and accrued interest  Note 4  |   | 62,683   |   |   | 59,494       |  
|Convertible note payable
       Note 5            |   | 10,000   |   |   | 6,000        |  
|Related party
      advance  Note 6               |   | 561      |   |   | 561          |  
|                                                   |   |          |   |   |              |  
|Total current liabilities                          |   | 79,771   |   |   | 74,030       |  
|                                                   |   |          |   |   |              |  
|                                                   |   |          |   |   |              |  
|STOCKHOLDERS DEFICIENCY                           |   |          |   |   |              |  
|Common stock
       Note 7                        |   |          |   |   |              |  
|$.001 par value;                                   |   |          |   |   |              |  
|Authorized 500,000,000 shares;                     |   |          |   |   |              |  
|Issued
      and outstanding: 113,020,000 shares   |   |          |   |   |              |  
|(June 30, 2009 and December 31, 2008)              |   | 113,020  |   |   | 113,020      |  
|Additional paid-in capital                         |   | (17,118  | ) |   | (17,118      | )
|Accumulated
      other comprehensive loss         |   | (3,723   | ) |   | (2,101       | )
|Accumulated deficit during
      exploration stage |   | (159,714 | ) |   | (141,364     | )
|                                                   |   |          |   |   |              |  
|Total stockholders deficiency                     |   | (67,535  | ) |   | (47,563      | )
|                                                   |   |          |   |   |              |  
|Total liabilities and stockholders deficiency     | $ | 12,236   |   | $ | 26,467       |  

Going concern  Note 1

See Accompanying Notes to Consolidated Financial Statements.

F-3

---

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

|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   | June 15, 1998 |  
|---------------------------------- | - | ------------------ | - | - | ---------------- | - | - | -------------- | - | - | ----------- | - | - | ------------- | -
|                                   |   | Three months ended |   |   | Six months ended |   |   | (inception) to |  
|                                   |   | June 30,           |   |   | June 30,         |   |   | June 30,       |   |   | June 30,    |   |   | June 30,      |  
|                                   |   | 2009               |   |   | 2008             |   |   | 2009           |   |   | 2008        |   |   | 2009          |  
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Revenues                           | $ | -                  |   | $ | -                |   | $ | -              |   | $ | -           |   | $ | 144,000       |  
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Operating expenses                 |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Exploration and development        |   | -                  |   |   | -                |   |   | -              |   |   | -           |   |   | 109,040       |  
|General and administrative         |   | 7,689              |   |   | 7,665            |   |   | (12,725        | ) |   | (9,905      | ) |   | 168,695       |  
|                                   |   | (7,689             | ) |   | (7,665           | ) |   | (12,725        | ) |   | (9,905      | ) |   | (277,735      | )
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Income (loss) before other expense |   | (7,689             | ) |   | (7665            | ) |   | (12,725        | ) |   | (9,905      | ) |   | (133,735      | )
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Other expense                      |   | (2,825             | ) |   | (871             | ) |   | (5,625         | ) |   | (1,737      | ) |   | (25,979       | )
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Net income (loss)                  |   | (10,514            | ) |   | (8,536           | ) |   | (18,350        | ) |   | (11,642     | ) |   | (159,714      | )
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Other comprehensive income (loss)  |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Translation gain (loss)            |   | (2,194             | ) |   | (399             | ) |   | (1,622         | ) |   | 246         |   |   | (3,723        | )
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Total comprehensive loss           | $ | (12,708            | ) | $ | (8,935           | ) | $ | (19,927        | ) | $ | (11,396     | ) | $ | (163,437      | )
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Net income(loss) per share,        |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|basic and diluted                  | $ | (0.00              | ) | $ | 0.00             |   | $ | (0.00          | ) | $ | 0.00        |   |   |               |  
|                                   |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|Average number of shares           |   |                    |   |   |                  |   |   |                |   |   |             |   |   |               |  
|of common stock outstanding        |   | 113,020,000        |   |   | 113,020,000      |   |   | 113,020,000    |   |   | 113,020,000 |   |   |               |  

See Accompanying Notes to Consolidated Financial Statements.

F-4

---

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

|                              |  |              |  |   |          |  |   |               |   |   |             |   |   | Accumulated |   |   |         |  
|----------------------------- |  | ------------ |  | - | -------- |  | - | ------------- | - | - | ----------- | - | - | ----------- | - | - | ------- | -
|                              |  |              |  |   |          |  |   |               |   |   | Accumulated |   |   | Deficit     |   |   |         |  
|                              |  |              |  |   |          |  |   | Additional    |   |   | Other       |   |   | During      |   |   |         |  
|                              |  | Common Stock |  |   | Paid -in |  |   | Comprehensive |   |   | Exploration |   |   |             |  
|                              |  | Shares       |  |   | Amount   |  |   | Capital       |   |   | Income      |   |   | Stage       |   |   | Total   |  
|June 15, 1998, issue of       |  |              |  |   |          |  |   |               |   |   |             |   |   |             |   |   |         |  
|common stock (.000008         |  |              |  |   |          |  |   |               |   |   |             |   |   |             |   |   |         |  
|per sh.)                      |  | 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 ($.000008 per sh.)   |  | 59,070,000   |  |   | 59,070   |  |   | (58,598       | ) |   |             |   |   |             |   |   | 472     |  
|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 ($.25 per sh.)       |  | 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  |  |              |  |   |          |  |   |               |   |   | 5,639       |   |   | -           |   |   | 5,639   |  
|Convertible debt of $40,000   |  |              |  |   |          |  |   |               |   |   |             |   |   |             |   |   |         |  
|Issued for cash  Note 2(i)   |  |              |  |   |          |  |   | 40,000        |   |   |             |   |   |             |   |   | 40,000  |  
|Net 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 | )

F-5

---

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

|                             |  |              |  |   |          |  |   |               |   |   |             |   |   | Accumulated |   |   |         |  
|---------------------------- |  | ------------ |  | - | -------- |  | - | ------------- | - | - | ----------- | - | - | ----------- | - | - | ------- | -
|                             |  |              |  |   |          |  |   |               |   |   | Accumulated |   |   | Deficit     |   |   |         |  
|                             |  |              |  |   |          |  |   | Additional    |   |   | Other       |   |   | During      |   |   |         |  
|                             |  | Common Stock |  |   | Paid -in |  |   | Comprehensive |   |   | Exploration |   |   |             |  
|                             |  | Shares       |  |   | Amount   |  |   | Capital       |   |   | Income      |   |   | Stage       |   |   | Total   |  
|                             |  |              |  |   |          |  |   |               |   |   |             |   |   |             |   |   |         |  
|                             |  |              |  |   |          |  |   |               |   |   |             |   |   |             |   |   |         |  
|Balance, December 31, 2008   |  | 113,020,000  |  | $ | 113,020  |  | $ | (17,118       | ) | $ | (2,101      | ) | $ | (141,364    | ) | $ | (47,563 | )
|                             |  |              |  |   |          |  |   |               |   |   |             |   |   |             |   |   |         |  
|Foreign currency adjustments |  |              |  |   |          |  |   |               |   |   | (1,622      | ) |   |             |   |   | (1,622  | )
|Net loss, June30, 2009       |  |              |  |   |          |  |   |               |   |   |             |   |   | (18,350     | ) |   | (18,350 | )
|Balance, June 30, 2009       |  | 113,020,000  |  | $ | 113,020  |  | $ | (17,118       | ) | $ | (3,723      | ) | $ | (159,714    | ) | $ | (67,535 | )

See Accompanying Notes to Consolidated Financial Statements.

F-6

---

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

|                                                      |   |                  |   |   |                |   |   | June 15, 1998 |  
|----------------------------------------------------- | - | ---------------- | - | - | -------------- | - | - | ------------- | -
|                                                      |   | Six months Ended |   |   | (inception) to |  
|                                                      |   | June 30          |   |   | June 30        |   |   | June 30       |  
|                                                      |   | 2009             |   |   | 2008           |   |   | 2009          |  
|                                                      |   |                  |   |   |                |   |   |               |  
|Cash Flows From                                       |   |                  |   |   |                |   |   |               |  
|Operating Activities                                  |   |                  |   |   |                |   |   |               |  
|Net income (loss)                                     | $ | (18,350          | ) | $ | (11,642        | ) | $ | (159,714      | )
|Amortization of convertible debt discount             |   |                  |   |   |                |   |   |               |  
|recorded
      as interest                            |   | 4,000            |   |   | -              |   |   | 10,000        |  
|Adjustments to reconcile net loss                     |   |                  |   |   |                |   |   |               |  
|to cash used in
      operating activities:           |   |                  |   |   |                |   |   |               |  
|Changes
      in assets and liabilities               |   |                  |   |   |                |   |   |               |  
|(Increase (decrease) in accounts payable and accruals |   | (1,448           | ) |   | 1,863          |   |   | 6,527         |  
|                                                      |   |                  |   |   |                |   |   |               |  
|Net cash used in operating activities                 | $ | (15,798          | ) | $ | (9,779         | ) |   | (143,187      | )
|                                                      |   |                  |   |   |                |   |   |               |  
|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                                         |   | 3,189            |   |   | 41,431         |   |   | 62,683        |  
|Proceeds of convertible note payable                  |   | -                |   |   |                |   |   | 40,000        |  
|Related party advances                                |   | -                |   |   | 561            |   |   | 561           |  
|                                                      |   |                  |   |   |                |   |   |               |  
|Net cash provided by (used in) financing activities   | $ | 3,189            |   | $ | 41,992         |   | $ | 159,146       |  
|                                                      |   |                  |   |   |                |   |   |               |  
|Effect of foreign currency translation                |   |                  |   |   |                |   |   |               |  
|on cash and cash equivalents                          | $ | (1,622           | ) | $ | 247            |   | $ | (3,723        | )
|                                                      |   |                  |   |   |                |   |   |               |  
|Net increase (decrease) in cash                       | $ | (14,231          | ) | $ | 32,460         |   | $ | 12,236        |  
|                                                      |   |                  |   |   |                |   |   |               |  
|Cash, beginning of period                             |   | 26,467           |   |   | 5,637          |   |   | -             |  
|                                                      |   |                  |   |   |                |   |   |               |  
|Cash, end of period                                   | $ | 12,236           |   | $ | 38,097         |   | $ | 12,236        |  
|                                                      |   |                  |   |   |                |   |   |               |  
|                                                      |   |                  |   |   |                |   |   |               |  
|                                                      |   |                  |   |   |                |   |   |               |  
|SUPPLEMENTAL DISCLOSURE                               |   |                  |   |   |                |   |   |               |  
|                                                      |   |                  |   |   |                |   |   |               |  
|Interest and taxes paid                               | $ | 5,625            |   | $ | 1,737          |   | $ | 5,979         |  

See Accompanying Notes to Consolidated Financial Statements

F-7

---

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

|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, 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 six months ended
  June 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 June 30, 2009,
  the Company had not yet achieved profitable operations, has accumulated losses
  of $159,714 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 June 30, 2009, the Company did
        not have any cash equivalents (2008  $nil). As at June 30, 2009,
        $796 was deposited in accounts that were federally insured (2008 - $4,353).

F-8

---

|MADISON EXPLORATIONS, INC.                
|------------------------------------------
|(An Exploration Stage Enterprise)         
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JUNE 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 the new
        SFAS No. 123R "Share Based Payments" in accounting for stock options and
        similar equity instruments. Accordingly, compensation costs attributable
        to stock options or similar equity instruments granted to employees are
        measured at the fair value at the grant date, and expensed over the expected
        service period with a corresponding increase to additional paid-in capital.
        Transactions in which goods or services are received from non-employees
        in exchange for the issuance of equity instruments are accounted for based
        on the fair value of the consideration received or the fair value of the
        equity instruments issued, whichever is more reliably measurable. As at
        June 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 Statement of Financial Accounting Standards
        No. 128, Earnings Per Share and International Accounting Standards
        IAS 33. Basic net income (loss) per share is computed by dividing net
        income (loss) available to common stockholders by the weighted average
        number of common shares outstanding during the period. Diluted net income
        (loss) per share on the potential exercise of the equity-based financial
        instruments is not presented where anti-dilutive.                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                      
| | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Comprehensive Income                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                      
| | In accordance with SFAS 130, "Reporting
        Comprehensive Income" ("SFAS 130"), comprehensive income consists of net
        income and other gains and losses affecting stockholder's equity that
        are excluded from net income, such as unrealized gains and losses on investments
        available for sale, foreign currency translation gains and losses and
        minimum pension liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                      
| | 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-9

---

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

|Note 3 | Summary of Significant Accounting Policies
      - continued
|------ | ------------------------------------------------------------

| | h) | Fair Value Measurements
| | -- | -----------------------

Effective January 1, 2008, the Company
  adopted SFAS No. 157, 'Fair Value Measurements,' for all financial instruments
  and non-financial instruments accounted for at fair value on a recurring basis.
  SFAS 157 establishes a single definition of fair value and a framework for measuring
  fair value, sets out a fair value hierarchy to be used to classify the source
  of information used in fair value measurement and expands disclosures about
  fair value measurements required under other accounting pronouncements. It does
  not change existing guidance as to whether or not an instrument is carried at
  fair value.

SFAS 157 established market and observable
  inputs as the preferred source of values, followed by assumptions based on hypothetical
  transaction in the absence of market inputs.

The valuation techniques required by
  SFAS 157 are based upon observable and unobservable inputs. Observable inputs
  reflect market data obtained from independent sources, while unobservable inputs
  reflect the Company's market assumptions. These two types of inputs create the
  following fair value hierarchy:

Level 1 - Quoted prices in active markets
  for identical asset or liabilities.

Level 2 - Observable inputs other than
  quoted prices included in Level 1, such as quoted prices for similar assets
  and liabilities in active markets; quoted prices for identical or similar assets
  and liabilities in markets that are not active; or other inputs that are observable
  or can be corroborated by observable market data.

Level 3 - Unobservable inputs that are
  supported by little or no market activity and that are significant to the fair
  value of the assets or liabilities. This includes certain pricing models, discounted
  cash flow methodologies and similar techniques that use significant unobservable
  inputs.

In October 2008, the FASB issued FASB
  Staff Position No. FAS 157-3, Determining the Fair Value of a Financial
  Asset in a Market That Is Not Active (FSP 157-3), which clarifies the
  application of SFAS 157 when the market for a financial asset is inactive. Specifically,
  FSP 157-3 clarifies how (1) managements internal assumptions should be
  considered in measuring fair value when observable data are not present, (2)
  observable market information from an inactive market should be taken into account,
  and (3) the use of broker quotes or pricing services should be considered in
  assessing the relevance of observable and unobservable data to measure fair
  value. The guidance in FSP 157-3 became effective immediately.

| | i) | Financial Instruments
| | -- | ---------------------

Fair Value:

The fair value of cash and cash equivalents,
  accounts payable and accrued liabilities, notes payable and accrued interest
  and advances from a related party were estimated to approximate their carrying
  values due to the immediate short-term maturity of these financial instruments.

F-10

---

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

|Note 3 | Summary of Significant Accounting Policies
      - continued
|------ | ------------------------------------------------------------

| | i) | Fair Value  (Continued)
| | -- | ------------------------

The fair value of the convertible note
  payable was based on its beneficial conversion feature at the time of commitment,
  which requires allocation of the instrument between the host debt and the embedded
  equity component. Based on the intrinsic value of the conversion feature, the
  total value of the instrument was allocated to the equity component and included
  in additional paid-in capital. The balance of nil was allocated to the host
  debt.

The resulting discount is being amortized
  to income over 60 months.

Risks:

Financial instruments that potentially
  subject the Company to credit risk consist principally of cash. Management does
  not believe the Company is exposed to significant credit risk.

Management, as well, does not believe
  the Company is exposed to significant interest rate risks during the period
  presented in these financial statements.

The accompanying financial statements
  do not include any adjustments that might result from the eventual outcome of
  the risks and uncertainties described above.

| | j) | Income Taxes
| | -- | ------------

The Company accounts for income taxes
  under an asset and liability approach that requires the recognition of deferred
  tax assets and liabilities for the expected future tax consequences of events
  that have been recognized in the Company's financial statements or tax returns.
  In estimating future tax consequences, all expected future events other than
  enactment of changes in the tax laws or rates are considered.

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:

F-11

---

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

|Note 3 | Summary of Significant Accounting Policies
      (continued)
|------ | ------------------------------------------------------------

| | l) | Foreign Currency Translation and Transactions 
      (Continued)
| | -- | -----------------------------------------------------------------

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.

| | n) | Consolidation
| | -- | -------------

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

| | o) | Derivative Instruments
| | -- | ----------------------

The Financial Accounting Standards Board
  issued Statement of Financial Accounting Standards (SFAS) No. 133,
  Accounting for Derivative Instruments and Hedging Activities, as
  amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging
  Activities  Deferral of the Effective Date of FASB No. 133, SFAS
  No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
  Activities, and SFAS No. 149, Amendment of Statement 133 on Derivative
  Instruments and Hedging Activities, which is effective for the Company
  as of its inception. These statements establish accounting and reporting standards
  for derivative instruments, including certain derivative instruments embedded
  in other contracts, and for hedging activities. They require that an entity
  recognize all derivatives as either assets or liabilities in the balance sheet
  and measure those instruments at fair value.

If certain conditions are met, a derivative
  may be specifically designated as a hedge, the objective of which is to match
  the timing of gain or loss recognition on the hedging derivative with the recognition
  of (i) the changes in the fair value of the hedged asset or liability that are
  attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted
  transaction. For a derivative not designated as a hedging instrument, the gain
  or loss is recognized in income in the period of change. The Company has not
  entered into derivative contracts to hedge existing risks or for speculative
  purposes.

F-12

---

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

|Note 3 | Summary of Significant Accounting Policies
      (continued)
|------ | ------------------------------------------------------------

| | 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 June 30, 2009, accrued interest on the note was
        $8,797 (2008 - $6,797). The note payable balance including accrued interest
        was $33,797 as at June 30, 2009 (2008 - $31,797). Interest on the debt
        for each quarter was $500.                       
| |    |                                                                                                                                                                                                                                                                                   
| | b) | $25,965 ($30,000 CDN) with annual interest payable at
        5%                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                   
| |    | As at June 30, 2009, accrued interest on the note was
        $2,921 (2008 - $1,501). The note payable balance including accrued interest
        was $28,886 as at June 30, 2009 (2008 - $31,555). Interest on debt for
        the six months was $625 in 2009 and $737 in 2008.

|Note 5 | Convertible Note Payable
|------ | ------------------------

The note is non-interest bearing, unsecured
  and payable on demand. At any time prior to repayment any portion or the entire
  note may be converted into common stock at the discretion of the holder on the
  basis of $.01 of debt to 1 share. The effect that conversion would have on earnings
  per share has not been disclosed due to the current anti-dilutive effect.

The balance in convertible note payable
  at June 30, 2009 is as follows:

| | Proceeds from promissory note                 | $ | 40,000 | 
| | --------------------------------------------- | - | ------ | 
| | Value allocated to additional paid-in capital |   | 40,000 | 
| | Balance allocated to convertible note payable |   | -      | 
| | Amortized discount                            |   | 10,000 | 
| |                                               |   |        | 
| | Balance, convertible note payable             | $ | 10,000 | 

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 six months ended June 30, 2009, $4,000 was recorded
  as interest expense. As at June 30, 2009, the unamortized discount is $30,000.

F-13

---

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

|Note 6 | Related Party Advance
|------ | ---------------------

During the year, the President advanced
  the Company funds repayable without interest or any other terms. There were
  no other related party transactions. (2007  $nil)

|Note 7 | Common Stock
|------ | ------------

On June 15, 1998 the Company authorized
  and issued 53,750,000 shares of its common stock in consideration of $430 in
  cash. ($.000008 per share.)

On June 7, 2004 the Company issued 59,070,000
  in consideration of $472 in cash. ($.000008 per share.)

On June 14, the Company approved a forward
  stock split of 5,000:1. These financial statements have been retroactively adjusted
  to effect this split.

On March 30, 2006 the Company entered
  into a private placement agreement whereby the Company issued 200,000 Regulation-S
  shares in exchange for $50,000. ($.25 per share)

There are no shares subject to warrants,
  options or other agreements as at June 30, 2009.

F-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 six
months ended June 30, 2009 should be read in conjunction with Madisons
unaudited consolidated financial statements and related notes for the three and
six months ended June 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 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 June 30, 2009, Madison had cash of $12,236 and a working
capital deficit of $67,535. Accordingly, Madison will require additional
financing in the amount of $100,299 in order to fund its obligations as a
reporting company under the Securities Act of 1934and its general 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 June 30, 2009, Madison had cash of $12,236 and a working
capital deficit of $159,714, compared to cash of $26,467 and working capital
deficit of $141,364 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.

---

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 $15,798 in operating activities during the
first six months of fiscal 2009 compared to cash used of $9,779 in operating
activities during the same period in the previous fiscal year. The increase in
the operating activities was principally a result of a decrease in accounts
payable and accruals and an increase in net loss.

Net Cash Used in
Investing Activities

Net cash used in investing activities was $nil for the first
six 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 increased to
$3,189 for the first six months of fiscal 2009, as a result of $3,189 in notes
payable. Madison generated $41,992 from financing activities during the first
six months of fiscal 2008.

Results of Operations  Six months ended June 30, 2009 and
June 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.

|                                  |  | Accumulated from    |   |  | For the      |   |  | For the      |   |  | For the    |   |  | For the    |  
|--------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | - |  | ---------- | - |  | ---------- | -
|                                  |  | June 15, 1998       |   |  | Three Months |   |  | Three Months |   |  | Six Months |   |  | Six Months |  
|                                  |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |   |  | Ended      |   |  | Ended      |  
|                                  |  | to June 30,         |   |  | June 30,     |   |  | June 30,     |   |  | June 30,   |   |  | June 30,   |  
|                                  |  | 2009                |   |  | 2009         |   |  | 2008         |   |  | 2009       |   |  | 2008       |  
|                                  |  | **$**               |   |  | **$**        |   |  | **$**        |   |  | **$**      |   |  | **$**      |  
|                                  |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|Revenue                           |  | 144,000             |   |  |             |   |  |             |   |  |           |   |  |           |  
|                                  |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|Expenses                          |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|                                  |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|Exploration and
      Development |  | 109,040             |   |  |             |   |  |             |   |  |           |   |  |           |  
|General and administrative        |  | 168,695             |   |  | 7,689        |   |  | 7,665        |   |  | 12,725     |   |  | 9,905      |  
|Other expense                     |  | 25,979              |   |  | 2,825        |   |  | 871          |   |  | 5,625      |   |  | 1,737      |  
|Translation loss                  |  | 3,723               |   |  | 2,194        |   |  | 399          |   |  | 1,622      |   |  | 246        |  
|                                  |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|Total
      Expenses              |  | 307,437             |   |  | 12,708       |   |  | 8,935        |   |  | 19,927     |   |  | 11,396     |  
|                                  |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|Net Loss                          |  | (163,437            | ) |  | (12,708      | ) |  | (8,935       | ) |  | (19,927    | ) |  | (11,396    | )

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.

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

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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 June
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.

Investment Securities

Madison reports its investment in equity securities at cost,
pursuant to Accounting Principles Board Opinion 18 The Equity Method of
Accounting for Investments in Common Stock as the fair value of the
investment is not readily determinable.

Madison periodically reviews these investments for
other-than-temporary declines in fair value based on the specific identification
method and writes down investments to their fair value when an
other-than-temporary decline has occurred. When determining whether a decline is
other-than-temporary, Madison examines (i) the length of time and the extent to
which the fair value of an investment has been lower than its carrying value:
(ii) the financial condition and near-term prospects of the investee, including
any specific events that may influence the operations of the investee such as
changes in technology that may impair the earnings potential of the investee:
and (iii) Madisons intent and ability to retain its investment in the investee
for a sufficient period of time to allow for any anticipated recovery in market
value. Management generally believes that an other-than-

---

temporary decline has occurred when the fair value of the
investment is below the carrying value for one year, absent of evidence to the
contrary.

Mineral Property
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. Mineral property exploration costs are expensed as incurred. Mineral
property acquisition costs are initially capitalized when incurred using the
guidance in EITF 04-02, Whether Mineral Rights Are Tangible or Intangible
Assets. Madison assesses the carrying costs for impairment under SFAS No.
144, Accounting for Impairment or Disposal of Long Lived Assets at each
fiscal quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.

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 June 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 June 30, 2009,
Madisons disclosure controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
control over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the
Company's management considered to be material weaknesses under the standards of
the Public Company Accounting Oversight Board were: (1) lack of a functioning
audit committee and lack of a majority of outside directors on the Company's
board of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; (3) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (4) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by the Company's Chief Financial Officer in connection with the audit of our
financial statements as of December 31, 2008 and communicated the matters to our
management.

---

Management believes that the material weaknesses set forth in
items (2), (3) and (4) above did not have an affect on the Company's financial
results. However, management believes that the lack of a functioning audit
committee and lack of a majority of outside directors on the Company's board of
directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures can result in the
Company's determination to its financial statements for the future years.

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 June 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 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

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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     | Certifications
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                     | Included
|         |                                                                                                                                                                                                                                       |         
|**31.2** | Certifications 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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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: | August 10, 2009 |  | By:                       
|       |                 |  | Name:                     
|       |                 |  | Title:                    
|       |                 |  |                           
|       |                 |  |                           
|       |                 |  |                           
|       |                 |  |                           
|Dated: | August 10, 2009 |  | By:                       
|       |                 |  | Name:                     
|       |                 |  | Title:                    
|       |                 |  |                           

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