<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


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

         For the quarterly period ended September 30, 2007
                                        ------------------

[   ]    Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the transition period from ___________ to ____________

         Commission file number                    000-51302
                                 -----------------------------------------------


                           Madison Explorations, Inc.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

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


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 113,020,000 shares of common stock,
par value $0.001 were outstanding at September 30, 2007.

Transitional Small Business Disclosure Format (check one):

Yes [ ]   No [X]

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS


                                       2
<PAGE>



                           MADISON EXPLORATIONS, INC.
                        (A Development Stage Enterprise)

                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)



<PAGE>

                           MADISON EXPLORATIONS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                                    CONTENTS


FINANCIAL STATEMENTS

   Consolidated Balance Sheets                                              F-1

   Consolidated Statements of Operations                                    F-2

   Consolidated Statements of Stockholders' (Deficit)                       F-3

   Consolidated Statements of Cash Flows                                    F-4

   Notes to Consolidated Financial Statements                         F-5 - F-7
--------------------------------------------------------------------------------


<PAGE>


<TABLE>
<S>     <C>
                           MADISON EXPLORATIONS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEETS


                                                       September 30,  December 31,
                                                           2007          2006
                                                         ---------    ---------
                                                        (unaudited)

                                     ASSETS

CURRENT ASSETS
     Cash                                                $   9,544    $  20,422
     Deposits                                                   --        4,290
     Prepaid Expenses                                    $      --    $   1,001
                                                         ---------    ---------

            Total current assets                         $   9,544    $  25,713
                                                         ---------    ---------

                   Total assets                          $   9,544    $  25,713
                                                         =========    =========

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
     Accounts payable and accrued liabilities            $   8,538    $   2,500
     Notes payable and accrued interest                     57,987       28,797
     Deferred revenue                                           --       50,000
     Officers loans and advances                                --       29,128
                                                         ---------    ---------

            Total current liabilities                    $  66,525    $ 110,425
                                                         ---------    ---------

STOCKHOLDERS' (DEFICIT)
     Common stock: $.001 par value;
        Authorized 500,000,000 shares;
        Issued and outstanding:  113,020,000 shares
        at September 30, 2007 and December 31, 2006      $ 113,020    $ 113,020
     Additional paid-in capital                            (57,118)     (57,118)
     Accumulated other comprehensive income                 (5,240)      (4,295)
     Accumulated deficit during development stage         (107,643)    (136,319)
                                                         ---------    ---------

            Total stockholders' (deficit)                $ (56,981)   $ (84,712)
                                                         ---------    ---------

                   Total liabilities and
                   stockholders' (deficit)               $   9,544    $  25,713
                                                         =========    =========

          See Accompanying Notes to Consolidated Financial Statements.

                                      F-1
<PAGE>

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


                                                                                                          June 15, 1998
                                            Three months ended                 Nine months ended         (inception) to
                                      September 30,    September 30,    September 30,    September 30,    September 30,
                                           2007            2006             2007              2006             2007
                                      -------------    -------------    -------------    -------------    -------------

Revenues                              $          --    $          --    $      50,000    $          --    $     144,000

Operating expenses
   Exploration and development        $          --    $      38,445    $         131    $      55,925    $     109,040
   General and administrative                 4,304           26,035           18,693           61,168          132,510
                                      -------------    -------------    -------------    -------------    -------------
Income/ (loss) before other expense          (4,304)         (64,480)   $      31,176         (117,093)   $     (97,550)

Other expense                                   838              835            2,500            2,492           10,093
                                      -------------    -------------    -------------    -------------    -------------

   Net income (loss)                  $      (5,142)   $     (65,315)   $      28,676    $    (119,585)   $    (107,643)
                                      =============    =============    =============    =============    =============

   Net 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      115,320,000      113,020,000      115,454,799
                                      =============    =============    =============    =============


See Accompanying Consolidated Notes to Financial Statements.


                                                      F-2
<PAGE>

                                                   MADISON EXPLORATIONS, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                             FOR THE PERIOD JUNE 15, 1998 (DATE OF INCEPTION) TO SEPTEMBER 30, 2007
                                                           (UNAUDITED)

                                                                                              Accumulated
                                                                               Accumulated     Deficit
                                           Common Stock          Additional       Other         During
                                    -------------------------     Paid in     Comprehensive   Development
                                      Shares        Amount        Capital        Income          Stage          Total
                                    -----------   -----------   -----------    -----------    -----------    -----------

June 15, 1998, issue
  common stock                       53,750,000   $    53,750   $   (53,320)   $        --    $        --    $       430
Net loss, December 31, 1999                  --            --            --             --             --             --
                                    -----------   -----------   -----------    -----------    -----------    -----------
Balance, December 31, 1999           53,750,000   $    53,750   $   (53,320)            --    $        --    $       430

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

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

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

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

Issuance of common stock
  for cash                           59,070,000        59,070       (58,598)            --             --            472

June 14, 2004 forward stock split
   5000:1
Capital contribution                         --            --         5,000             --             --          5,000
Foreign currency adjustments                 --            --            --         (2,554)            --         (2,554)
Net loss, December 31, 2004                  --            --            --             --        (49,088)       (49,088)
                                    -----------   -----------   -----------    -----------    -----------    -----------
Balance, December 31, 2004          112,820,000   $   112,820   $  (106,918)   $    (2,554)   $   (49,088)   $   (45,740)

Foreign currency adjustments                 --            --            --           (444)            --           (444)
Net loss, December 31, 2005                  --            --            --             --        (48,720)       (48,720)
                                    -----------   -----------   -----------    -----------    -----------    -----------
Balance, December 31, 2005          112,820,000   $   112,820   $  (106,918)   $    (2,998)   $   (97,808)   $   (94,904)

Issuance of common stock
  for cash                              200,000           200        49,800             --             --         50,000
Foreign currency adjustments                 --            --            --         (1,297)            --         (1,297)
Net loss, December 31, 2006                  --            --            --             --        (38,511)       (38,511)
                                    -----------   -----------   -----------    -----------    -----------    -----------
Balance, December 31, 2006          113,020,000   $   113,020   $   (57,118)   $    (4,295)   $  (136,319)   $   (84,712)

Foreign currency adjustments                 --            --            --           (945)            --           (945)
Net Income, September 30, 2007               --            --            --             --         28,676         31,176
                                    -----------   -----------   -----------    -----------    -----------    -----------
Balance, September 30, 2007         113,020,000   $   113,020   $   (57,118)   $    (5,240)   $  (107,643)   $   (54,481)
                                    ===========   ===========   ===========    ===========    ===========    ===========


See Accompanying Notes to Consolidated Financial Statements.

                                                              F-3
<PAGE>

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


                                                                                          June 15, 1998
                                                                 Nine months ended        (inception) to
                                                          September 30,    September 30,   September 30,
                                                               2007            2006            2007
                                                           ------------    ------------    ------------

Cash Flows From Operating Activities
    Net income/ (loss)                                     $     28,676    $   (119,585)   $   (107,643)
    Adjustments to reconcile net loss
    to cash used in operating activities:
    Changes in assets and liabilities
    (Increase) decrease in deposits                               1,001          (4,474)             --
    (Increase) decrease in prepaid expenses                       4,290          (1,043)             --
    Increase (decrease) in accounts payable and accruals          6,038           2,526           8,538
    Increase (decrease) in deferred revenue                     (50,000)         50,000              --
                                                           ------------    ------------    ------------

         Net cash used in operating activities             $     (9,995)   $    (72,576)        (99,105)
                                                           ------------    ------------    ------------

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

Cash Flows From Financing Activities
    Issuance of common stock                               $         --    $     50,000    $    113,020
    Capital contribution                                             --              --         (57,118)
    Officer loans and advances                                  (29,128)          2,133              --
    Notes payable                                                29,190              --          57,987
                                                           ------------    ------------    ------------

         Net cash provided by financing activities         $         62    $     52,133    $    113,889
                                                           ------------    ------------    ------------

Effect of exchange rate changes on cash and
    cash equivalents                                       $       (945)   $     (2,166)   $     (5,240)
                                                           ------------    ------------    ------------

         Net increase (decrease) in cash                   $    (10,878)   $     22,609    $      9,544

Cash, beginning of period                                        20,422          56,288              --
                                                           ------------    ------------    ------------

Cash, end of period                                        $      9,544    $     33,679    $      9,544
                                                           ============    ============    ============

SUPPLEMENTAL INFORMATION

Interest Expense                                           $      3,592    $          0    $          0
                                                           ============    ============    ============
Income Taxes Paid                                          $          0    $          0    $          0
                                                           ============    ============    ============
Assumption of officer note by Paleface Holdings            $     27,352    $          0    $          0
                                                           ============    ============    ============

See Accompanying Notes to Consolidated Financial Statements.


                                                      F-4
</TABLE>
<PAGE>

                           MADISON EXPLORATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007

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, 2006 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 2006 annual financial
statements.Operating results for the nine months ended September 30, 2007 are
not necessarily indicative of the results that can be expected for the year
ended December 31, 2007.

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

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

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

These interim consolidated financial statements have been prepared in accordance
with generally accepted accounting principles applicable to a going concern,
which assumes that the Company will be able to meet its obligations and continue
its operations for its next twelve months. Realization values may be
substantially different from carrying values as shown and these financial
statements do not give effect to adjustments that would be necessary to the
carrying values and classification of assets and liabilities should the Company
be unable to continue as a going concern. At September 30, 2007, the Company had
not yet achieved profitable operations, has accumulated losses of $105,143 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.


                                      F-5
<PAGE>

                           MADISON EXPLORATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007


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

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

SFAS No. 159

In February 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS
No. 159 provides the option to report certain financial assets and liabilities
at fair value, with the intent to mitigate volatility in financial reporting
that can occur when related assets and liabilities are recorded on different
bases. This statement is effective for us beginning January 1, 2008. We do not
expect SFAS No. 159 to have a material impact on our consolidated financial
statements.

FASB Interpretation No. 48

In July 2006, the FASB issued Financial Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes--an Interpretation of FASB Statement No. 109" ("FIN
48"). FIN 48 clarifies the recognition threshold and measurement of a tax
position taken on a tax return. FIN 48 also requires expanded disclosure with
respect to the uncertainty in income taxes. Effective January 1, 2007, we
adopted the provisions of FIN 48

EITF Issue No. 06-10

In March 2007, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF Issue No. 06-10, "Accounting for Deferred Compensation and Postretirement
Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance
Arrangements" ("EITF 06-10"). EITF 06-10 provides that an employer should
recognize a liability for the postretirement benefit related to collateral
assignment split-dollar life insurance arrangements in accordance with either
SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," or APB No. 12 "Omnibus Opinion." Entities should recognize the
effects of applying EITF 06-10 through either (i) a change in accounting
principle through a cumulative-effect adjustment to retained earnings or to
other components of equity or net assets in the statement of financial position
as of the beginning of the year of adoption or (ii) a change in accounting
principle through retrospective application to all prior periods. The provisions
of EITF 06-10 are effective as of January 1, 2008 and are not expected to have a
material impact on our consolidated financial statements.


                                      F-6
<PAGE>

                           MADISON EXPLORATIONS, INC.
                        (An Exploration Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007


b) Foreign Currency Translation
-------------------------------

The Company translates foreign currency transactions and balances to its
reporting currency, United States dollars, in accordance with SFAS No. 52,
"Foreign Currency Translation". Monetary assets and liabilities are translated
into the functional currency at the exchange rate in effect at the end of the
year. Non-monetary assets and liabilities are translated at the exchange rate
prevailing when the assets were acquired or the liabilities assumed. Revenues
and expenses are translated at the rate approximating the rate of exchange on
the transaction date. All exchange gains and losses are included in the
determination of net income (loss) for the year.


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

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

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

The Company has no warrants or options outstanding at September 30, 2007 or
December 31, 2006.


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

The Company has a note payable in the amount of $25,000 from Pale Face Holdings,
Ltd. The note provides for interest payable at 8% annually. Accrued interest on
the note payable was $5,297 as at September 30, 2007 and $3,797 for the year
ended December 31, 2006. The note payable balance including accrued interest was
$30,297 and $28,797 at September 30, 2007 and December 31, 2006, respectively.

Two former officers of the Company have advanced funds to the Company to
continue ongoing operations. On June 25, 2004, two former officers executed
demand notes at 5% interest for 12,992 each. Interest on the notes payable for
the quarter ended September 30, 2007, was $338 and $1,314 for the year ended
December 31, 2006. As of September 30, 2007 and December 31, 2006, the former
officer advances were $27,690 and $29,128, including $1,706 and $1,314 in
accrued interest, respectively. Effective June 13, 2007 the debt to the officers
was sold to Paleface Holdings and is included with the Notes Payable at
September 30, 2007. The officers sold their shares on June 22, 2007 and resigned
their offices. The purchasers of the shares assumed controlling interest in the
Company and were appointed the officers and directors of the Company.


                                      F-7
<PAGE>

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

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

PLAN OF OPERATION

The Company was incorporated in June of 1998 under the name of "Madison-Taylor
General Contractors, Inc." and intended to engage as a general contractor for
constructing temporary buildings at exploratory mining locations. Madison-Taylor
General Contractors, Inc. was unable to implement the business and remained
inactive from 1998 until 2004. The Company commenced operations under its
current name in April of 2004. After implementing the Company's current plan of
operation, the Company has relied on advances and contributions of capital of
approximately $28,100 from our principal stockholders, an additional shareholder
loan of $25,000 and proceeds of approximately $144,000 from the sale of a 20%
interest in one of the Company's claims (Bulls Eye), the sale of a 15% interest
in another claim (Bronco), and a further sale of 15% in another claim
(Woodmountain North) to support its limited operations. The Company has also
entered into a private placement agreement whereby the Company issued 200,000
Regulation S Common shares in exchange for $50,000. As of September 30, 2007,
the Company had approximately $9544 of cash. The Company will need additional
equity or debt financing of up to $2,000,000 to fully implement its planned
exploration program.

GEOLOGICAL REPORT: SOUTHERN SASKATCHEWAN

The Company has several specific exploration objectives:

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

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

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

                                       3
<PAGE>

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


Phase 1 - Initial Wood Mountain Evaluation

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

Phase 1 Total                                                 $20,100


Phase Two - Regional Program

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


                                       4
<PAGE>

Regional Structural Study

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

Regional Heavy Mineral Study

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

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

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

Wood Mountain Formation Study

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

Compilation of Geophysical Data

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


                                       5
<PAGE>

G.I.S. Compilation of all Data

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

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

Phase 2 - Regional Program

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

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

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

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

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

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

Phase 2 Total                                                           $178,500

                                       6
<PAGE>

Phase Three - Drilling and Confirmation

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

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

Phase 3 - Drilling and Confirmation

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

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

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

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



Phase 3 Total                                                           $151,400


24 Month Exploration Budget on new and future claims

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


                                       7
<PAGE>

________________________________________________________________________

Planned Exploration on future Claims           Year 1            Year 2
________________________________________________________________________

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

Property Exploration Expenditures             500,000            650,000
________________________________________________________________________

                                             $500,000           $700,000
________________________________________________________________________

The Company's business plan for the year 2007 will consist of further
exploration on the properties over which we hold mineral exploration claims and
options. As part of Phase Two, the Company also plans to continue staking
strategically important areas as more information becomes available with respect
to the geology of Southern Saskatchewan. The Company intends to use third party
contractors to collect soil samples, process and analyze the results, plot drill
targets, drill the identified targets and other exploration related work. The
Company completed its drill program at Scout Lake in 2005. The results of the
drill program do not warrant spending further time and money at this location.
The main thrust of our program will now be in the Val Marie area of the Wood
Mountain district in Southern Saskatchewan. As of September 30, 2007 the Company
has 55 mineral claims in Southern Saskatchewan.

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

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

                                       8
<PAGE>

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

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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


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

We carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
as of the end of the period covered by this report. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures as of September 30, 2007 were effective at a
level that provides reasonable assurance to ensure that information required to
be disclosed by us in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.

There have been no changes in our internal controls over financial reporting or
in other factors that could materially affect, or are reasonably likely to
affect, our internal controls over financial reporting during the quarter ended
September 30, 2007.


                                       9
<PAGE>

                                     PART II
                                OTHER INFORMATION


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

None


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

There were no unregistered sales of equity securities during the three month
period ended September 30, 2007.

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

None


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

None


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

None


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

The following exhibits are filed with this report:

31.1 Certification of Chief Executive Officer.

31.2 Certification of Chief Financial Officer.

32.1 Section 906 Certification of Chief Executive Officer.

32.2 Section 906 Certification of Chief Financial Officer.



                                   SIGNATURES

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

                                                    MADISON EXPLORATIONS, INC.

                                                    By: /s/ Joseph Gallo
                                                        ------------------------

Date: November 13, 2007



                                       10