UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
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    March 31,
2010





[    ]
            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 May 14,
  2010Common
      Stock - $0.001 par value
            113,020,000





Page
- 1


PART
I – FINANCIAL INFORMATION





Item
1.                      Financial
Statements.








MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)





CONSOLIDATED FINANCIAL
STATEMENTS





March
31, 2010





(Unaudited)













IndexConsolidated
      Balance Sheets
            F-1Consolidated Statements of
    Operations
            F-2Consolidated
      Statements of Stockholders’ (Deficit)
            F-3Consolidated
      Statements of Cash Flows
            F-4Notes to
      Consolidated Financial Statements
            F-6
















Page
- 2








MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


CONSOLIDATED BALANCE SHEETS


(UNAUDITED)













March 31,
            
            
            December
    31,2010
            
            
            2009ASSETSCURRENT
      ASSETSCash
            $
            2,747
            
            
            $
            2,826Total
      assets
            $
            2,747
            
            
            $
            2,826LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCURRENT
      LIABILITIESAccounts payable and accrued
      liabilities
            $
            13,558
            
            
            $
            10,879Notes
      payable and accrued interest – Note 4
            
            69,159
            
            
            
            67,325Convertible note payable – Note
      5
            
            16,000
            
            
            
            14,000Related
      party advance – Note 6
            
            561
            
            
            
            561Total current
      liabilities
            
            99,278
            
            
            
            92,765STOCKHOLDERS’
      DEFICIENCYCommon
      stock – Note 7$.001
      par value;Authorized 500,000,000
      shares;Issued
      and outstanding:  113,020,000 shares
            
            113,020
            
            
            
            113,020Additional paid-in
      capital
            
            (17,118
            )
            
            
            (17,118
            )Accumulated other comprehensive
      loss
            
            (7,659
            )
            
            
            (6,679
            )Accumulated deficit during
      exploration stage
            
            (184,774
            )
            
            
            (179,162
            )Total
      stockholders’ deficiency
            
            (96,531
            )
            
            
            (89,939
            )Total
      liabilities and stockholders’ deficiency
            $
            2,747
            
            
            $
            2,826




Going
concern – Note 2






See
Accompanying Notes to Consolidated Financial Statements.








F
- 1







MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)







June 15,
    19983 Months
    Ended
            
            
            (inception)
    toMarch 31,
            
            
            March
      31,
            
            
            March 31,2010
            
            
            2009
            
            
            2010Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            144,000Operating
      expensesExploration and
      development
            
            
            -
            
            
            
            -
            
            
            $
            109,040General and
      administrative
            
            
            2,752
            
            
            
            5,036
            
            
            
            185,192(
      2,752
            )
            
            
            (
      5,036
            )
            
            
            (
      294,232
            )Income
      (loss) before other expense
            
            
            (2,752
            )
            
            
            (5,036
            )
            
            
            (150,232
            )Other
      expense - interest
            
            
            (2,860
            )
            
            
            (2,860
            )
            
            
            ( 34,542
            )Net
      income (loss)
            
            
            (5,612
            )
            
            
            (7,836
            )
            
            
            (184,774
            )Other
      comprehensive income (loss)Translation gain
    (loss)
            
            
            (980
            )
            
            
            572
            
            
            
            ( 7,659
            )Total
      comprehensive loss
            
            $
            (6,592
            )
            
            $
            (7,264
            )
            
            $
            (192,433
            )Net income
      (loss) per share,basic
      and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )Average
      number of sharesof
      common stock outstanding
            
            
            113,020,000
            
            
            
            113,020,000






















See
Accompanying Notes to Consolidated Financial Statements.
















F
- 2











MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(DEFICIENCY)


(UNAUDITED)













AccumulatedAccumulated
            
            
            DeficitAdditional
            
            
            Other
            
            
            DuringCommon
    Stock
            
            
            Paid -in
            
            
            Comprehensive
            
            
            ExplorationShares
            
            
            Amount
            
            
            Capital
            
            
            Income
            
            
            Stage
            
            
            TotalJune 15, 1998,
      issue ofcommon stock
      (.000008 per sh.)
            
            53,750,000
            
            
            $
            53,750
            
            
            $
            (53,320
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            430Net loss,
      December 31, 1999
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance,
      December 31, 1999
            
            53,750,000
            
            
            $
            53,750
            
            
            $
            (53,320
            )
            
            
            -
            
            
            $
            -
            
            
            $
            430Net loss,
      December 31, 2000
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance,
      December 31, 2000
            
            53,750,000
            
            
            $
            53,750
            
            
            $
            (53,320
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            430Net loss,
      December 31, 2001
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance,
      December 31, 2001
            
            53,750,000
            
            
            $
            53,750
            
            
            $
            (53,320
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            430Net loss,
      December 31, 2002
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance,
      December 31, 2002
            
            53,750,000
            
            
            $
            53,750
            
            
            $
            (53,320
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            430Net loss,
      December 31, 2003
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance,
      December 31, 2003
            
            53,750,000
            
            
            $
            53,750
            
            
            $
            (53,320
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            430Issuance of
      common stockfor cash
      ($.000008 per sh.)
            
            59,070,000
            
            
            
            59,070
            
            
            
            (58,598
            )
            
            
            -
            
            
            
            -
            
            
            
            472Capital
      contribution
            
            -
            
            
            
            -
            
            
            
            5,000
            
            
            
            -
            
            
            
            -
            
            
            
            5,000Foreign
      currency adjustments
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,554
            )
            
            
            -
            
            
            
            (2,554
            )Net loss,
      December 31, 2004
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (49,088
            )
            
            
            (49,088
            )Balance,
      December 31, 2004
            
            112,820,000
            
            
            $
            112,820
            
            
            $
            (106,918
            )
            
            $
            (2,554
            )
            
            $
            (49,088
            )
            
            $
            (45,740
            )Foreign
      currency adjustments
            
            
            
            
            
            
            
            
            
            
            
            
            
            (444
            )
            
            
            
            
            
            
            (444
            )Net loss,
      December 31, 2005
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (48,720
            )
            
            
            (48,720
            )Balance,
      December 31, 2005
            
            112,820,000
            
            
            $
            112,820
            
            
            $
            (106,918
            )
            
            $
            (2,998
            )
            
            $
            (97,808
            )
            
            $
            (94,904
            )Issuance of
      common stockfor cash ($.25
      per sh.)
            
            200,000
            
            
            
            200
            
            
            
            49,800
            
            
            
            -
            
            
            
            -
            
            
            
            50,000Foreign
      currency adjustments
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,297
            )
            
            
            -
            
            
            
            (1,297
            )Net loss,
      December 31, 2006
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (38,511
            )
            
            
            (38,511
            )Balance,
      December 31, 2006
            
            113,020,000
            
            
            $
            113,020
            
            
            $
            (57,118
            )
            
            $
            (4,295
            )
            
            $
            (136,319
            )
            
            $
            (84,712
            )Foreign
      currency adjustments
            
            
            
            
            
            
            
            
            
            
            
            
            
            (3,445
            )
            
            
            
            
            
            
            (3,445
            )Net income,
      December 31, 2007
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            24,651
            
            
            
            24,651Balance,
      December 31, 2007
            
            113,020,000
            
            
            $
            113,020
            
            
            $
            (57,118
            )
            
            $
            (7,740
            )
            
            $
            (111,668
            )
            
            $
            (63,506
            )Foreign
      currency adjustments
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,639
            
            
            
            -
            
            
            
            5,639Convertible
      debt of $40,000Issued
      for cash – Note 2(i)
            
            -
            
            
            
            -
            
            
            
            40,000
            
            
            
            -
            
            
            
            -
            
            
            
            40,000Net loss,
      December 31, 2008
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (29,696
            )
            
            
            (29,696
            )Balance,
      December 31, 2008
            
            113,020,000
            
            
            $
            113,020
            
            
            $
            (17,118
            )
            
            $
            (2,101
            )
            
            $
            (141,364
            )
            
            $
            (47,563
            )









(Continued)








F
- 3








MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


(UNAUDITED)


Continued




AccumulatedAccumulated
              
              
              DeficitAdditional
              
              
              Other
              
              
              DuringCommon
    Stock
              
              
              Paid -in
              
              
              Comprehensive
              
              
              ExplorationShares
              
              
              Amount
              
              
              Capital
              
              
              Income
              
              
              Stage
              
              
              TotalBalance,
      December 31, 2008
              
              113,020,000
              
              
              $
              113,020
              
              
              $
              (17,118
              )
              
              $
              (2,101
              )
              
              $
              (141,364
              )
              
              $
              (47,563
              )Foreign
      currency adjustments
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (4,578
              )
              
              
              -
              
              
              
              (4,578
              )Net loss,
      December 31, 2009
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (37,798
              )
              
              
              (37,798
              )Balance,
      December  31, 2009
              
              113,020,000
              
              
              $
              113,020
              
              
              $
              (17,118
              )
              
              $
              (6,679
              )
              
              $
              (179,162
              )
              
              $
              (89,939
              )Foreign
      currency adjustments
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (980
              )
              
              
              -
              
              
              
              (980
              )Net loss,
      March 31, 2010
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (5,612
              )
              
              
              (5,612
              )Balance, March
      31, 2010
              
              113,020,000
              
              
              $
              113,020
              
              
              $
              (17,118
              )
              
              $
              (7,659
              )
              
              $
              (184,774
              )
              
              $
              (96,531
              )




















See
Accompanying Notes to Consolidated Financial Statements.














F
- 4











MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)









June 15,
    19983 Months
    Ended
            
            
            (inception)
    toMarch 31
            
            
            March
      31
            
            
            March
      312010
            
            
            2009
            
            
            2010Cash Flows
      FromOperating
      ActivitiesNet income
    (loss)
            $
            (5,612
            )
            
            $
            (7,836
            )
            
            $
            (184,774
            )Amortization of convertible
      debt discountrecorded as
      interest
            
            2,000
            
            
            
            2,000
            
            
            
            16,000Adjustments to reconcile net
      lossto cash used in operating
      activities:Changes in assets and
      liabilitiesIncrease (decrease) in
      accounts payable and accruals
            
            2,679
            
            
            
            3,521
            
            
            
            13,558Net cash used in operating
      activities
            $
            (933
            )
            
            $
            (2,315
            )
            
            
            (155,216
            )Cash Flows
      FromInvesting
      ActivitiesNet cash provided (used in)
      investing activities
            $
            -
            
            
            $
            -
            
            
            $
            -Cash Flows
      FromFinancing
      ActivitiesIssuance
      of common stock
            $
            -
            
            
            $
            -
            
            
            $
            113,020Capital
      contribution
            
            -
            
            
            
            -
            
            
            
            (57,118
            )Notes
      payable
            
            1,834
            
            
            
            226
            
            
            
            69,159Proceeds
      of convertible note payable
            
            -
            
            
            
            -
            
            
            
            40,000Related
      party advances
            
            -
            
            
            
            -
            
            
            
            561Net cash provided by (used
      in) financing activities
            $
            1,834
            
            
            $
            226
            
            
            $
            165,622Effect of
      foreign currency translationon cash and cash
      equivalents
            $
            (980
            )
            
            $
            572
            
            
            $
            (7,659
            )Net increase
      (decrease) in cash
            $
            (79
            )
            
            $
            (1,517
            )
            
            $
            2,747Cash,
      beginning of period
            
            2,826
            
            
            
            26,467
            
            
            
            -Cash, end of
      period
            $
            2,747
            
            
            $
            24,950
            
            
            $
            2,747SUPPLEMENTAL
      DISCLOSUREInterest and
      taxes paid
            $
            2,860
            
            
            $
            2,800
            
            
            $
            16,542













See
Accompanying Notes to Consolidated Financial Statements

















F
- 5


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010





Note
1                 Interim
Reporting





While the
information presented in the accompanying interim nine months consolidated
financial statements is unaudited, it includes all adjustments, which are, in
the opinion of management, necessary to present fairly the financial position,
results of operations and cash flows for the interim periods presented in
accordance with accounting principles generally accepted in the United States of
America.  These interim financial statements follow the same
accounting policies and methods of their application as the Company’s December
31, 2009 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, 2009
annual financial statements. Operating results for the three months ended March
31, 2010 are not necessarily indicative of the results that can be expected for
the year ended December 31, 2010.








Note
2                 Nature and Continuance of
Operations





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





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





These
      interim consolidated financial statements have been prepared in accordance
      with generally accepted accounting principles applicable to a going
      concern, which assumes that the Company will be able to meet its
      obligations and continue its operations for its next twelve
      months.  Realization values may be substantially different from
      carrying values as shown and these financial statements do not give effect
      to adjustments that would be necessary to the carrying values and
      classification of assets and liabilities should the Company be unable to
      continue as a going concern.  At March 31, 2010, the Company had
      not yet achieved profitable operations, has accumulated losses of $192,433
      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 March 31, 2010,
the Company did not have any cash equivalents (2009 – $nil).  As at
March 31, 2010, $288 was deposited in accounts that were federally insured (2009
- $947).








F
- 6


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010








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 follows the guideline under FASB ASC Topic 718 Compensation-Stock
Compensation for all stock based compensation plans, including
employee stock options, restricted stock, employee stock purchase plans and
stock appreciation rights. Stock compensation expenses are to be recorded using
the fair value method.





e)         Basic
and Diluted Net Income (Loss) per Share





The
Company reports basic loss per share in accordance FASB ASC Topic 260, “Earnings per
share”.  Basic net income (loss) per share is computed by
dividing net income (loss) available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted net
income (loss) per share on the potential exercise of the equity-based financial
instruments is not presented where anti-dilutive.





f)         Comprehensive
Income





In
accordance with FASB ASC Topic 220 “Comprehensive Income,”
comprehensive income consists of net income and other gains and losses affecting
stockholder's equity that are excluded from net income, such as unrealized gains
and losses on investments available for sale, foreign currency translation gains
and losses and minimum pension liability.





g)         Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying disclosures. Although these estimates are based on
management's best knowledge of current events and actions the Company may
undertake in the future, actual results may ultimately differ from the
estimates.  Management believes such estimates to be
reasonable.














F
- 7


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010








Note
3                 Summary of Significant
Accounting Policies - continued





h)
            Fair
      Value Measurements





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





i)      Financial
Instruments





Fair
Value:





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





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





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





Risks:





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





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





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








F
- 8


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010








Note
3                 Summary of Significant
Accounting Policies - continued





j)         Income
Taxes





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





Due to
the uncertainty regarding the Company's future profitability, the future tax
benefits of its losses have been fully reserved.





k)         Impairment
of Long-Lived Assets





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





l)         Foreign
Currency Translation and Transactions





The
Company's functional currency is US dollars. Foreign currency balances are
translated into US dollars as follows:





Monetary
assets and liabilities are translated at the period-end exchange rate.
Non-monetary assets are translated at the rate of exchange in effect at their
acquisition, unless such assets are carried at market or nominal value, in which
case they are translated at the period-end exchange rate. Revenue and expense
items are translated at the average exchange rate for the period. Foreign
exchange gains and losses in the period are included in operations





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





m)         Mining
Costs





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














F
- 9


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010





Note
      3
            Summary of Significant
      Accounting Policies
(continued)





n)         Consolidation





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





o)         Derivative
Instruments





The
Company follows ASC topic 815, “Derivatives and
Hedges”.  This standard establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities.  They require
that an entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value.





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





p)         Recent
Accounting Pronouncements





In
October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic
605)-Multiple Deliverable Revenue Arrangements”, which addresses the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services (deliverables) separately rather than as a combined
unit. Specifically, this guidance amends the criteria in Subtopic 605-25,
“Revenue Recognition-Multiple-Element Arrangements”, for separating
consideration in multiple-deliverable arrangements. This guidance establishes a
selling price hierarchy for determining the selling price of a deliverable,
which is based on: (a) vendor-specific objective evidence; (b) third-party
evidence; or (c) estimates. This guidance also eliminates the residual method of
allocation and requires that arrangement consideration be allocated at the
inception of the arrangement to all deliverables using the relative selling
price method and also requires expanded disclosures. The guidance in this update
is effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The adoption of this standard is not expected to have a material
impact on the Company’s consolidated financial position and results of
operations.














F
- 10


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010







Note
4                 Notes
Payable






The
Company has two notes payable to Paleface Holdings Inc.  Each note is
unsecured and payable on demand.






a)
            $25,000
      note with annual interest payable at
8%.






As at
March 31, 2010, accrued interest on the note was $10,297 (2009 -
$8,297).  The note payable balance including accrued interest was
$35,297 as at March 31, 2010 (2009 - $33,297).  Interest on the debt
for each quarter was $500.






b)
            $26,423
      ($30,000 CDN) with annual interest payable at
5%




As at
March 31, 2010, accrued interest on the note was $3,772 (2009 -
$2,448).  The note payable balance including accrued interest was
$33,862 as at March 31, 2010 (2009 - $26,697). Interest on debt for the three
months was $368 in 2010 and $300 in 2009.








Note
5                 Convertible Note
Payable





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





The
balance in convertible note payable at March 31, 2010 is as
follows:







The total
discount of $40,000 is being amortized over 5 years starting April,
2008.  Accordingly, the annual interest rate is 20% and for the three
months ended March 31, 2010, $2,000 was recorded as interest
expense.  As at March 31, 2010, the unamortized discount is
$24,000.
















F
- 11


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010





Note
      6
            Related Party
      Advance





In
      2008 the President advanced the Company $561 repayable without interest or
      any other terms.  There were no related party transactions in
      the three months ended March 31,
2010.










Note
7                 Common
Stock







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





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





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





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





There are
no shares subject to warrants, options or other agreements as at March 31,
2010.














F
- 12








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 months ended March 31, 2010
should be read in conjunction with Madison’s unaudited consolidated financial
statements and related notes for the three months ended March 31,
2010.





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.





Page
- 15


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
      1934 and 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
March 31, 2010, Madison had cash of $2,747 and a working capital deficit of
$96,531.  Accordingly, Madison will require additional financing in
the amount of $141,531 in order to fund its obligations as a reporting company
under the Securities Act of
1934and itsgeneral and
administrative expenses for the next 12 months.





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





Risk
Factors





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





Liquidity
and Capital Resources





Cash
and Working Capital





As at
March 31, 2010, Madison had cash of $2,747 and a working capital deficit of
$96,531, compared to cash of $2,826 and working capital deficit of $89,939 as at
December 31, 2009.





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.





Page
- 16


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 $933 in operating activities during the first three months of
fiscal 2010 compared to cash used of $2,315 in operating activities during the
same period in the previous fiscal year.  The increase in the
operating activities was principally a result of an increase in accounts payable
and accruals and an increase in net loss reduced by the amortization of
convertible debt discount recorded as interest.





Net Cash Provided (Used in) Investing
Activities





Net cash
used in investing activities was $nil for the first three months of fiscal 2010
as compared with cash flow from investing activities of $nil for the same period
in the previous fiscal year.





Net Cash Provided by Financing
Activities





Net cash
flows provided by financing activities were $1,834 for the first three months of
fiscal 2010, as a result of an increase of $1,834 of notes
payable.  Madison generated $226 from financing activities during the
first three months of fiscal 2009.





Results
of Operations – Three months ended March 31, 2010 and March 31,
2009





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





For
      the
              Three
      Months
              Ended
              March
      31, 2010
              $
            For
      the
              Three
      Months
              Ended
              March
      31, 2009
              $
            Accumulated
      from
              June
      15, 1998
              (Date
      of Inception)
              to
      March 31, 2010
              $Revenue
            –
            –
            144,000Operating
      expensesExploration
      and Development
            –
            –
            (109,040)General
      and administrative
            (2,752)
            (5,036)
            (185,192)Other
      expense
            (2,860)
            (2,800)
            (34,542)Net
      income (Loss)
            (5,612)
            (7,836)
            (184,774)Translation
      loss
            (980)
            572
            (7,659)Total
      Expenses
            (6,592)
            (7,264)
            (192,433)





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.





Page
- 17


Future
Financings





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





Off-balance
Sheet Arrangements





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





Material
Commitments for Capital Expenditures





Madison
had no contingencies or long-term commitments at March 31, 2010.





Tabular
Disclosure of Contractual Obligations





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





Critical
Accounting Policies





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





Use
of Estimates





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





Mining
Costs





Madison
has been in the exploration stage since its inception on June 15, 1998 and has
not yet realized any revenues from its planned operations.  It is
primarily engaged in the acquisition and exploration of mining
properties.  Exploration and evaluation costs are expensed as
incurred.  Management’s decision to develop or mine a property is
based on an assessment of the viability of the property and the availability of
financing.  Madison will capitalize mining exploration and other
related costs attributable to reserves when a definitive feasibility study
establishes proven and probable reserves.  Capitalized mining costs
will be expensed using the unit of production method and will also be subject to
an impairment assessment.





Page
- 18


Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





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





Item
4.  Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





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





In
connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of
Madison’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act as of March 31, 2010.





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, 2009, the Chief Executive Officer and the Chief
Accounting Officer concluded that, as of March 31, 2010, Madison’s disclosure
controls and procedures were effective.





Changes in Internal Controls
over Financial Reporting





There
were no changes in Madison’s internal controls over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended March
31, 2010, 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.





Page
- 19


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.                      (Removed and
Reserved).





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
has adopted a new code of ethics that applies to all its executive officers and
employees, including its CEO and CFO.  See Exhibit 14 – Code of Ethics
for more information.  Madison undertakes to provide any person with a
copy of its financial code of ethics free of charge.  Please contact
Madison at 778-928-7677to
request a copy of Madison’s code of ethics.  Management believes
Madison’s code of ethics is reasonably designed to deter wrongdoing and promote
honest and ethical conduct; provide full, fair, accurate, timely and
understandable disclosure in public reports; comply with applicable laws; ensure
prompt internal reporting of code violations; and provide accountability for
adherence to the code.





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
            Status3.1
            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.
            Filed3.2
            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.
            Filed10.1
            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.
            Filed10.2
            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.
            Filed10.3
            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.
            Filed31
            Certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included32
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
            Included











Page
- 20





SIGNATURES





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








MADISON
EXPLORATIONS, INC.











Dated:           May 14,
2010                                                                           By:/s/ Joseph Gallo


Name:   Joseph Gallo


Title:     President and Chief Executive
Officer


(Principal
Executive Officer)











Dated:           May 14,
2010                                                                           By:/s/ Steven Cozine


Name:   Steven Cozine


Title:    Chief Financial
Officer


(Principal
Financial Officer)











Page
- 21











Exhibit
31








Page
- 22







MADISON
EXPLORATIONS, INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Joseph
Gallo, certify that:






1.  I
have reviewed this quarterly report on Form 10-Q for the quarter ending March
31, 2010 of Madison Explorations, Inc.;






2.  Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;






3.  Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;






4. The
registrant’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:






(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;






(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;






(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and






(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




5.  The
registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and






(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.






Date:  May
14, 2010






/s/
Joseph Gallo


Joseph
Gallo


Chief
Executive Officer






Page
- 23


MADISON
EXPLORATIONS, INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Steven
Cozine, certify that:






1.  I
have reviewed this quarterly report on Form 10-Q for the quarter ending March
31, 2010 of Madison Explorations, Inc.;






2.  Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;






3.  Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;






4. The
registrant’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:






(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;






(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;






(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and






(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




5.  The
registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and






(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.






Date:  May
14, 2010






/s/
Steven Cozine


Steven
Cozine


Chief
Financial Officer




Page
- 24












Exhibit
32

















Page
- 25









CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002













In
connection with the Quarterly Report of Madison Explorations, Inc. (the
“Company”) on Form 10-Q for the period ending March 31, 2010 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph
Gallo, President, Chief Executive Officer of the Company and a member of the
Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:






(1)  The
      Report fully complies with the requirements of section 13(a) or 15(d) of
      the Securities Exchange Act of 1934;
and






(2)  The
      information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.




















/s/
Joseph Gallo


Joseph
Gallo


Chief
Executive Officer






May 14,
2010






Page
- 26







CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002













In
connection with the Quarterly Report of Madison Explorations, Inc. (the
“Company”) on Form 10-Q for the period ending March 31, 2010 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Steven
Cozine, Chief Financial Officer of the Company and a member of the Board of
Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:






(1)  The
      Report fully complies with the requirements of section 13(a) or 15(d) of
      the Securities Exchange Act of 1934;
and






(2)  The
      information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.




















/s/
Steven Cozine


Steven
Cozin




Chief
Financial Officer






May 14,
2010









Page
- 27