United
states

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C.   20549



FORM
10-Q

(Mark
One)



|☑ | quarterly
    report under section 13 0r 15(d) of the securities exchange act of 1934
|- | -------------------------------------------------------------------------------------



For
the quarterly period ended June 30, 2012



|☐ | transition
    report under section 13 OR 15(d) of the securities exchange act of 1934
|- | --------------------------------------------------------------------------------------



For
the transition period from  to







|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.)
|                                                                   | 000-51302                                                |                                         
|                                                                   | Commission file
    number                               |                                         
|1100
    E. 29th Street, Suite 153, North                          |                                                          | V7K
    1C2                             
|Vancouver,
    British Columbia,Canada                             |                                                          | (Zip Code)                              
|(Address of principal
    executive offices)                       |                                                          |                                         
|                                                                   | 778-928-7677                                             |                                         
|                                                                   | (Registrant’s
    telephone number, including area code) |                                         





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.

☑
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 | ☑
|                                                                                                                                              |   |                              



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













Applicable
only to corporate issuers



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



|Class                               | Outstanding
    at August 8, 2012
|----------------------------------- | ---------------------------------
|Common
    Stock - $0.001 par value | 113,020,000                      



























|Part I –
    Financial Information                            
|--------------------------------------------------------------
|
|
|
|
|JUNE
    30, 2012                                             
|(unaudited)                                                   
|                                                              
|MADISON
    EXPLORATIONS, INC.                                
|(An
    Exploration Stage Enterprise)                         
|Contents                                                      
|                                                              
|                                                              
|                                                              
|Interim Consolidated Balance Sheets                           
|                                                              
|Interim Consolidated Statements of Operations                 
|                                                              
|Interim Consolidated Statements of Stockholders’
    (Deficit)
|                                                              
|Interim Consolidated Statements of Cash Flows                 
|                                                              
|Notes to Interim Consolidated Financial Statements            
|                                                              
|                                                              























































MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

Consolidated
Balance Sheets

(unaudited)









|                                                 |  | June
    30 |          | December
    31
|------------------------------------------------ |  | ----------- | -------- | ---------------
|                                                 |  | 2012        |          | 2011           
|                                                 |  |             |          |                
|                                                 |  |             |          |                
|ASSETS                                           |  |             |          |                
|                                                 |  |             |          |                
|CURRENT ASSETS                                   |  |             |          |                
|Cash                                             |  | $           | 27,914   |                
|                                                 |  |             |          |                
|Total
    Assets                                 |  | $           | 27,914   |                
|                                                 |  |             |          |                
|                                                 |  |             |          |                
|LIABILITIES
    AND STOCKHOLDERS' DEFICIT        |  |             |          |                
|                                                 |  |             |          |                
|CURRENT
    LIABILITIES                          |  |             |          |                
|Accounts
    payable and accrued liabilities     |  | $           | 32,918   |                
|Notes
    Payable and accrued interest - Note 5  |  |             | 78,744   |                
|Convertible
    notes payable - Note 8           |  |             | 46,750   |                
|Related
    party advance - Note 6               |  |             | 561      |                
|                                                 |  |             |          |                
|TOTAL
    LIABILITIES                            |  |             | 158,973  |                
|                                                 |  |             |          |                
|STOCKHOLDERS'
    DEFICIT                        |  |             |          |                
|Common
    Stock - Note 7                        |  |             |          |                
|Par
    Value:$0.0001                            |  |             |          |                
|Authorized
    500,000,000 shares                |  |             |          |                
|Issued
    and outstanding: 113,020,000 shares   |  |             | 113,020  |                
|Additional
    Paid in Capital                   |  |             | 47,882   |                
|Accumulated
    other comprehensive loss         |  |             | (7,432   | )              
|Accumulated
    deficit during exploration stage |  |             | (282,529 | )              
|Total
    stockholders' deficit                  |  |             | (129,059 | )              
|                                                 |  |             |          |                
|Total
    liabilities and stockholders' deficit  |  | $           | 29,914   |                
|                                                 |  |             |          |                
|Going
    Concern - Note 2                       |  |             |          |                











See
Accompanying Notes to Consolidated Financial Statements.











MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

Consolidated
Statements of Operations

(UNAUDITED)









|                                       |  | For
    the three |             | For
    the three |  | For
    the six  |             | For
    the six  |  | June
    15,1998  
|-------------------------------------- |  | ----------------- | ----------- | ----------------- |  | ---------------- | ----------- | ---------------- |  | ------------------
|                                       |  | months
    ended  |             | months
    ended  |  | months
    ended |             | months
    ended |  | (inception)
    to
|                                       |  | June
    30,      |             | June
    30,      |  | June
    30,     |             | June
    30,     |  | June
    30,      
|                                       |  | 2012              |             | 2011              |  | 2012             |             | 2011             |  | 2012              
|                                       |  |                   |             |                   |  |                  |             |                  |  |                   
|Revenues                               |  | $                 | 0           |                   |  | $                | 0           |                  |  | $                 
|                                       |  |                   |             |                   |  |                  |             |                  |  |                   
|Operating
    expenses                 |  |                   |             |                   |  |                  |             |                  |  |                   
|Exploration
    and development        |  |                   | -           |                   |  |                  | -           |                  |  |                   
|General
    and administrative         |  |                   | 4,902       |                   |  |                  | 9,511       |                  |  |                   
|                                       |  |                   | 4,902       |                   |  |                  | 9,511       |                  |  |                   
|                                       |  |                   |             |                   |  |                  |             |                  |  |                   
|Income
    (loss) before other expense |  |                   | (4,902      | )                 |  |                  | (9,511      | )                |  |                   
|                                       |  |                   |             |                   |  |                  |             |                  |  |                   
|Other
    expense - interest           |  |                   | (4,866      | )                 |  |                  | (4,616      | )                |  |                   
|                                       |  |                   |             |                   |  |                  |             |                  |  |                   
|Net
    income (loss)                  |  |                   | (9,768      | )                 |  |                  | (14,127     | )                |  |                   
|                                       |  |                   |             |                   |  |                  |             |                  |  |                   
|Other
    Comprehensive income (loss)  |  |                   |             |                   |  |                  |             |                  |  |                   
|Translation
    gain (loss)            |  |                   | 1,032       |                   |  |                  | 156         |                  |  |                   
|                                       |  |                   |             |                   |  |                  |             |                  |  |                   
|Total
    comprehensive loss           |  | $                 | (8,736      | )                 |  | $                | (13,971     | )                |  | $                 
|                                       |  |                   |             |                   |  |                  |             |                  |  |                   
|Net income (loss) per
    share        |  |                   |             |                   |  |                  |             |                  |  |                   
|-Basic
    and diluted                 |  | $                 | (0.000      | )                 |  | $                | (0.000      | )                |  |                   
|                                       |  |                   |             |                   |  |                  |             |                  |  |                   
|Average number of shares               |  |                   |             |                   |  |                  |             |                  |  |                   
|of
    common stock outstanding        |  |                   | 113,020,000 |                   |  |                  | 113,020,000 |                  |  |                   



See
Accompanying Notes to Consolidated Financial Statements.









MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

Consolidated
StatementS of stockholders’ equity (DEFIcit)

(Unaudited)





|                                       |  |        |            |        |  |            |        |               |  | Deficit        |         |      
|-------------------------------------- |  | ------ | ---------- | ------ |  | ---------- | ------ | ------------- |  | -------------- | ------- | -----
|                                       |  |        |            |        |  |            |        | Accumulated   |  | Accumulated    |         |      
|                                       |  |        |            |        |  | Additional |        | Other         |  | During
    the |         |      
|                                       |  | Common |            |        |  | Paid-in    |        | Comprehensive |  | Exploration    |         |      
|                                       |  | Shares |            | Amount |  | Capital    |        | Income        |  | Stage          |         | Total
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Balance, June 15, 1998
    (Inception) |  |        | -          |        |  |            | -      |               |  |                | -       |      
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Issuance
    of common stock           |  | $      | 53,750,000 |        |  | $          | 53,750 |               |  | $              | (53,320 | )    
|Net
    loss and comprehensive loss    |  |        |            |        |  |            | -      |               |  |                | -       |      
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Balance, December 31,
    1999         |  |        | 53,750,000 |        |  |            | 53,750 |               |  |                | (53,320 | )    
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Net
    loss and comprehensive loss    |  |        |            |        |  |            | -      |               |  |                | -       |      
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Balance, December 31,
    2000         |  |        | 53,750,000 |        |  |            | 53,750 |               |  |                | (53,320 | )    
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Net
    loss and comprehensive loss    |  |        |            |        |  |            | -      |               |  |                | -       |      
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Balance, December 31,
    2001         |  |        | 53,750,000 |        |  |            | 53,750 |               |  |                | (53,320 | )    
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Net
    loss and comprehensive loss    |  |        |            |        |  |            | -      |               |  |                | -       |      
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Balance, December 31,
    2002         |  |        | 53,750,000 |        |  |            | 53,750 |               |  |                | (53,320 | )    
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Net
    loss and comprehensive loss    |  |        |            |        |  |            | -      |               |  |                | -       |      
|                                       |  |        |            |        |  |            |        |               |  |                |         |      
|Balance, December 31,
    2003         |  |        | 53,750,000 |        |  |            | 53,750 |               |  |                | (53,320 | )    
|                                       |  |        |            |        |  |            |        |               |  |                |         |      











MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

Consolidated
StatementS of stockholders’ equity (DEFICit) (continued)

(Unaudited)



|                                    |  |             |  |         |  |            |  | Deficit      
|----------------------------------- |  | ----------- |  | ------- |  | ---------- |  | -------------
|                                    |  |             |  |         |  |            |  | Accumulated  
|                                    |  |             |  |         |  | Additional |  | Other        
|                                    |  | Common      |  |         |  | Paid-in    |  | Comprehensive
|                                    |  | Shares      |  | Amount  |  | Capital    |  | Income       
|                                    |  |             |  |         |  |           
|Balance,
    December 31, 2003      |  | 53,750,000  |  | 53,750  |  | (53,320)   |  | -            
|                                    |  |             |  |         |  |           
|Issuance
    of common stock        |  | 59,070,000  |  | 59,070  |  | (58,598    |  | -            
|Capital
    contribution            |  | -           |  | -       |  | 5,000      |  | -            
|Foreign
    currency adjustments    |  | -           |  | -       |  | -          |  | (2,554)      
|Net
    loss and comprehensive loss |  | -           |  | -       |  | -          |  | -            
|                                    |  |             |  |         |  |            |  |              
|Balance,
    December 31, 2004      |  | 112,820,000 |  | 112,820 |  | (106,918)  |  | (2,554)      
|                                    |  |             |  |         |  |            |  |              
|Foreign
    currency adjustments    |  | -           |  | -       |  | -          |  | (444)        
|Net
    loss and comprehensive loss |  |             |  | -       |  | -          |  | -            
|                                    |  |             |  |         |  |           
|Balance, December 31,
    2005      |  | 112,820,000 |  | 112,820 |  | (106,918)  |  | (2,988)      
|                                    |  |             |  |         |  |           
|Issuance
    of common stock        |  | 200,000     |  | 200     |  | 49,800     |  | -            
|Foreign
    currency adjustments    |  | -           |  | -       |  | -          |  | (1,297)      
|Net
    loss and comprehensive loss |  |             |  | -       |  | -          |  | -            
|                                    |  |             |  |         |  |           
|Balance, December 31,
    2006      |  | 113,020,000 |  | 113,020 |  | (57,118)   |  | (4,295)      
|                                    |  |             |  |         |  |           
|Foreign
    currency adjustments    |  | -           |  | -       |  | -          |  | (3,445)      
|Net
    loss and comprehensive loss |  |             |  | -       |  | -          |  | -            
|                                    |  |             |  |         |  |            |  |              
|Balance, December 31,
    2007      |  | 113,020,000 |  | 113,020 |  | (57,118)   |  | (7,740)      
|                                    |  |             |  |         |  |            |  |              















MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

Consolidated
StatementS of stockholders’ equity (DEFICit) (continued)

(Unaudited)

|                                 |  |        |             |        |  |            |         |               |  | Deficit        |         |      
|-------------------------------- |  | ------ | ----------- | ------ |  | ---------- | ------- | ------------- |  | -------------- | ------- | -----
|                                 |  |        |             |        |  |            |         | Accumulated   |  | Accumulated    |         |      
|                                 |  |        |             |        |  | Additional |         | Other         |  | During
    the |         |      
|                                 |  | Common |             |        |  | Paid-in    |         | Comprehensive |  | Exploration    |         |      
|                                 |  | Shares |             | Amount |  | Capital    |         | Income        |  | Stage          |         | Total
|                                 |  |        |             |        |  |            |         |               |  |                |         |      
|Balance,
    December 31, 2007   |  |        | 113,020,000 |        |  |            | 113,020 |               |  |                | (57,118 | )    
|                                 |  |        |             |        |  |            |         |               |  |                |         |      
|Foreign
    currency adjustments |  |        | -           |        |  |            | -       |               |  |                | -       |      
|Convertible
    debt – Note 8    |  |        | -           |        |  |            | -       |               |  |                | 40,000  |      
|Net
    Loss                     |  |        | -           |        |  |            | -       |               |  |                | -       |      
|                                 |  |        |             |        |  |            |         |               |  |                |         |      
|Balance, December 31,
    2008   |  |        | 113,020,000 |        |  |            | 113,020 |               |  |                | (17,118 | )    
|                                 |  |        |             |        |  |            |         |               |  |                |         |      
|Foreign
    currency adjustments |  |        | -           |        |  |            | -       |               |  |                | -       |      
|Net
    Loss                     |  |        | -           |        |  |            | -       |               |  |                | -       |      
|                                 |  |        |             |        |  |            |         |               |  |                |         |      
|Balance, December 31,
    2009   |  |        | 113,020,000 |        |  |            | 113,020 |               |  |                | (17,118 | )    
|                                 |  |        |             |        |  |            |         |               |  |                |         |      
|Foreign
    currency adjustments |  |        |             |        |  |            | -       |               |  |                | -       |      
|Convertible
    debt - Note 8    |  |        |             |        |  |            | -       |               |  |                | 20,000  |      
|Net
    Loss                     |  |        |             |        |  |            | -       |               |  |                | —       |      
|                                 |  |        |             |        |  |            |         |               |  |                |         |      
|Balance December 31,
    2010    |  |        | 113,020,000 |        |  |            | 113,020 |               |  |                | 2,882   |      
|                                 |  |        |             |        |  |            |         |               |  |                |         |      
|Foreign
    currency adjustments |  |        |             |        |  |            | -       |               |  |                | -       |      
|Convertible
    debt - Note 8    |  |        |             |        |  |            | -       |               |  |                | 20,000  |      
|Net
    Loss                     |  |        |             |        |  |            | -       |               |  |                | -       |      
|                                 |  |        |             |        |  |            |         |               |  |                |         |      
|Balance December 31,
    2011    |  |        | 113,020,000 |        |  |            | 113,020 |               |  |                | 22,882  |      
|                                 |  |        |             |        |  |            |         |               |  |                |         |      
|Foreign
    currency adjustments |  |        |             |        |  |            | -       |               |  |                | -       |      
|Convertible
    debt - Note 8    |  |        |             |        |  |            | -       |               |  |                | 25,000  |      
|Net
    Loss, June 30,2012       |  |        |             |        |  |            | -       |               |  |                | -       |      
|Balance
    June 30, 2012        |  |        | 113,020,000 |        |  | $          | 113,020 |               |  | $              | 47,882  |      
|                                 |  |        |             |        |  |            |         |               |  |                |         |      

See
Accompanying Notes to the Consolidated Statements









MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

Consolidated
StatementS of cash flows

(UNAUDITED)



|                                                         |  | For
    the six  |         | For
    the six  |  | June
    15,1998  
|-------------------------------------------------------- |  | ---------------- | ------- | ---------------- |  | ------------------
|                                                         |  | months
    ended |         | months
    ended |  | (inception)
    to
|                                                         |  | June
    31      |         | June
    31      |  | June
    31       
|                                                         |  | 2012             |         | 2011             |  | 2012              
|                                                         |  |                  |         |                  |  |                   
|                                                         |  |                  |         |                  |  |                   
|Cash
    Flows from operating activities:                |  |                  |         |                  |  |                   
|Net
    income (loss)                                    |  | $                | (16,943 | )                |  | $                 
|Amortization
    of convertible debt discount            |  |                  |         |                  |  |                   
|recorded
    as interest                                 |  |                  | 8,000   |                  |  |                   
|Adjustments
    to reconcile net loss                    |  |                  |         |                  |  |                   
|to
    cash used in operating activities                 |  |                  |         |                  |  |                   
|Changes
    assets and liabilities                       |  |                  |         |                  |  |                   
|Increase
    (decrease) in accounts payable and accruals |  |                  | 6,950   |                  |  |                   
|                                                         |  |                  |         |                  |  |                   
|Net
    cash used in operating activities                |  |                  | (1,993  | )                |  |                   
|                                                         |  |                  |         |                  |  |                   
|Cash
    Flows From Investing Activities                 |  |                  |         |                  |  |                   
|Net
    cash provided (used in) investing activities     |  |                  | -       |                  |  |                   
|                                                         |  |                  |         |                  |  |                   
|                                                         |  |                  | -       |                  |  |                   
|Cash
    Flows from financing activities:                |  |                  |         |                  |  |                   
|Issuance
    of common stock                             |  |                  | -       |                  |  |                   
|Capital
    contribution                                 |  |                  | -       |                  |  |                   
|Notes
    payable                                        |  |                  | 1,550   |                  |  |                   
|Proceeds
    of convertible notes payable                |  |                  | 25,000  |                  |  |                   
|Related
    Party advances                               |  |                  | -       |                  |  |                   
|                                                         |  |                  | 26,550  |                  |  |                   
|Net
    Cash provided by (used in) financing activities  |  |                  |         |                  |  |                   
|                                                         |  |                  |         |                  |  |                   
|Effect
    of foreign currency translation               |  |                  |         |                  |  |                   
|on
    cash and cash equivalents                         |  |                  | 195     |                  |  |                   
|                                                         |  |                  |         |                  |  |                   
|Net
    increase (decrease) in cash                      |  |                  | 24,752  |                  |  |                   
|                                                         |  |                  |         |                  |  |                   
|Cash,
    beginning of period                            |  |                  | 3,162   |                  |  |                   
|                                                         |  |                  |         |                  |  |                   
|Cash,
    end of period                                  |  | $                | 27,914  |                  |  | $                 
|                                                         |  |                  |         |                  |  |                   
|                                                         |  |                  |         |                  |  |                   
|SUPPLEMENTAL
    DISCLOSURE                              |  |                  |         |                  |  |                   
|                                                         |  |                  |         |                  |  |                   
|Interest                                                 |  | $                | 9,365   |                  |  | $                 
|Taxes
    paid                                           |  | $                | -       |                  |  | $                 







See
Accompanying Notes to Consolidated Financial Statements





MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2012

(Unaudited)



Note
1        Interim Reporting



While
the information presented in the accompanying interim six months consolidated financial statements is unaudited, it includes all
adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations
and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States
of America.  These interim financial statements follow the same accounting policies and methods of their application as the
Company’s December 31, 2011 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, 2011 annual
financial statements.





Note
2        Nature and Continuance of Operations



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



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



These interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles
applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations
for its next twelve months.  Realization values may be substantially different from carrying values as shown and these financial
statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities
should the Company be unable to continue as a going concern.  At June 30, 2012, the Company had not yet achieved profitable
operations, has accumulated losses of $282,529 since its inception and expects to incur further losses in the development of its
business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s
ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come
due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain
additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being
available.





Note
3      Summary of Significant Accounting Policies



a)Year end

The
Company has elected a December 31st fiscal year end.



b)Cash and cash equivalents

The
Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
As at June 30, 2012, the Company did not have any cash equivalents (2011 – $nil), and $79 was deposited in accounts that
were federally insured (2011 - $169).









MADISON EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2012

(Unaudited)







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.





















MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2012

(Unaudited)



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



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



Risks:



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



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



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







MADISON EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2012

(Unaudited)





Note
3      Summary of Significant Accounting Policies - continued



j)      
Income Taxes - Continued



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.









MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2012

(Unaudited)



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



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



p)
     Recent Accounting Pronouncements



Management
does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material
effect on the accompanying financial statements.



Note
4        Mineral Claims

Wood
Mountain North

Pursuant
to an agreement of May 4, 2006, the Company granted a 15% option to the mineral claim to Cobra Energy, Inc. in exchange for a
payment of $50,000 that was originally treated as a deposit.  The deposit was brought into income in 2007 when Cobra did
not commit any more funds as was required under the agreement, thereby giving up their rights to any revenue therefrom.



Note
5        Notes Payable

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



MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2012

(Unaudited)



Note
5        Notes Payable – Continued

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

As
at June 30, 2012, accrued interest on the note was $14,797 (2011 - $12,797).  The note payable balance including accrued
interest was $39,797 as at June 30, 2012 (2011 - $37,797).  Interest on the debt for each quarter was $500.



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

As
at June 30, 2012, accrued interest on the note was $7,082 (2011 - $5,610).  The note payable balance including accrued interest
was $37,947 as at June 30, 2012 (2011 - $35,520). Interest on debt for the 3 months was $366 in 2012 and $366 in 2011.



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 six months ended June 30, 2012.



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, 2001 the Company approved a forward stock split of 5,000:1.  These financial statements have been retroactively
adjusted to effect this split.



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



There
are no shares subject to warrants, options or other agreements as at June 30, 2012.



Note
8        Convertible Note Payable



There
are five convertible notes payable.  The notes are 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 of the first convertible note payable at June 30, 2012 is as follows:









MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2012

(Unaudited)



Note
8        Convertible Note Payable (continued)





IMAGE
OMITTED



The
total discount of $40,000 is being amortized over 5 years starting April, 2008.  Accordingly, the annual interest rate is
20% and for the six months ended June 30, 2012, $4,000 was recorded as interest expense.  As at March 31, the unamortized
discount is $6,000.



The
balance of the second convertible note payable at June 30, 2012 is as follows:

IMAGE
OMITTED





The
total discount of $20,000 is being amortized over 5 years starting June 2010.  Accordingly, the annual interest rate is 20%
and for the six months ended June 30, 2012, $2,000 was recorded as interest expense.  As at March 31, 2012, the unamortized
discount is $12,000.



The
balance of the third convertible note payable at June 30, 2012 is as follows:

IMAGE
OMITTED



The
total discount of $10,000 is being amortized over 5 years starting April, 2011.  Accordingly, the annual interest rate is
20% and for the six months ended June 30, 2012, $1,000 was recorded as interest expense.  As at March 31, 2012, the unamortized
discount is $7,500.



The
balance of the fourth convertible note payable at June 30, 2012 is as follows:









MADISON
EXPLORATIONS, INC.

(An
Exploration Stage Enterprise)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2012

(Unaudited)



Note
8        Convertible Note Payable (continued)



IMAGE
OMITTED



The
total discount of $10,000 is being amortized over 5 years starting May, 2011.  Accordingly, the annual interest rate is 20%
and for the six months ended June 30, 2012, $1,000 was recorded as interest expense.  As at June 30, 2012, the unamortized
discount is $7,750.



The
balance of the fifth convertible note payable at June 30, 2012 is as follows:

IMAGE
OMITTED



The
total discount of $25,000 will being amortized over 5 years starting July, 2012.  Accordingly, the annual interest rate is
20% and for the months ended June 30, 2012, $0 was recorded as interest expense.  As at June 30, 2012, the unamortized discount
is $25,000.





Note
9        Subsequent Events



The Company evaluated subsequent events and there were none to report.











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 June 30, 2012 should be read in conjunction with Madison’s unaudited consolidated financial statements
and related notes for the three months ended June 30, 2012.



Forward
Looking Statements



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



Plan
of Operation



Madison
was engaged in the business of diamond exploration in the Southern area of the Province of Saskatchewan, Canada.  During
the 2008 financial year, with the exception of two, all Madison’s mineral claims expired.  The two remaining claims
expired on March 12, 2009.



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



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



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



Madison’s
viability and potential success lie in its ability to acquire, exploit, develop and generate revenue from future mineral properties.
 There can be no assurance that such revenues will be obtained.  The exploration of mineral deposits involves significant
financial risks over a long period of time, which, even with a combination of careful evaluations, experience and knowledge, may
not be eliminated.  It is impossible to ensure that proposed exploration programs will be successful.  The inability
of Madison to locate a viable mineral deposit will have a material adverse effect on its operations and could result in a total
loss of its business.







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



·Management anticipates spending approximately $2,500 in ongoing general and administrative
expenses per month for the next 12 months, for a total anticipated expenditure of $30,000 over the next 12 months.  The general
and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to
Madison’s regulatory filings throughout the year, as well as transfer agent fees, annual mineral claim fees and general
office expenses.



·Management anticipates spending approximately $15,000 in complying with Madison’s obligations
as a reporting company under the Securities Exchange Act of 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 June 30, 2012, Madison had cash of $ 27,914 and a working capital deficit of $131,059.  Accordingly, Madison will require
additional financing in the amount of $176,059 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 June 30, 2012, Madison had cash of $27,914 and a working capital deficit of $131,059, compared to cash of $3,162 and working
capital deficit of $137,311 as at December 31, 2011.



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



The
officers and directors have agreed to pay all costs and expenses of having Madison comply with the federal securities laws (and
being a public company, should Madison be unable to do so).  Madison’s officers and directors have also agreed to pay
the other expenses of Madison, excluding mineral property acquisition cost, those direct costs and expenses of data gathering
and mineral exploration, should Madison be unable to do so.  To implement its business plan, Madison will need to secure
financing for its business development.  Madison currently has no source for funding at this time.



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



Net Cash Used in Operating Activities



Madison
used cash of $1,993 in operating activities during the first six months of fiscal 2012 compared to cash used of $18,764 in operating
activities during the same period in the previous fiscal year.  The decrease in the operating activities was principally
a result of an decrease in accounts payable and accruals .



Net Cash Provided (Used in) Investing Activities



Net
cash used in investing activities was $nil for the first three  months of fiscal 2012 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 $26,550 for the first six months of fiscal 2012, as a result of $26,550 from
proceeds of a note payable.  Madison generated $20,824 from financing activities during the first six months of fiscal 2011
from the proceeds of a note payable.



Results
of Operations – Three months ended June 30, 2012 and June 30, 2011



References
to the discussion below to fiscal 2012 are to Madison’s current fiscal year, which will end on December 31, 2012. 
References to fiscal 2011 are to Madison’s fiscal year ended December 31, 2011.



|                                |  | For
    the Three Months Ended June 30, 2012 |        | For
    the Three Months Ended June 30, 2011 |  | For
    the Six Months Ended June 30, 2012 |         | For
    the Six Months Ended June 30, 2011 |  | Accumulated
    from June 15, 1998 (Date of Inception) to June 30, 2012
|------------------------------- |  | -------------------------------------------- | ------ | -------------------------------------------- |  | ------------------------------------------ | ------- | ------------------------------------------ |  | -----------------------------------------------------------------------
|                                |  |                                              |        |                                              |  |                                            |         |                                            |  |                                                                        
|Revenue                         |  |                                              |        |                                              |  |                                            | -       |                                            |  |                                                                        
|                                |  |                                              |        |                                              |  |                                            |         |                                            |  |                                                                        
|Operating
    expenses          |  |                                              |        |                                              |  |                                            |         |                                            |  |                                                                        
|                                |  |                                              |        |                                              |  |                                            |         |                                            |  |                                                                        
|Exploration
    and Development |  |                                              | -      |                                              |  |                                            | -       |                                            |  |                                                                        
|General
    and administrative  |  |                                              | 4,902  |                                              |  |                                            | 9,511   |                                            |  |                                                                        
|Other
    expense – interest    |  |                                              | 4,866  |                                              |  |                                            | 4,616   |                                            |  |                                                                        
|Net
    income (Loss)           |  |                                              | (9,768 | )                                            |  |                                            | (14,127 | )                                          |  |                                                                        
|                                |  |                                              |        |                                              |  |                                            |         |                                            |  |                                                                        
|Translation
    gain (loss)     |  |                                              | 1,032  |                                              |  |                                            | 156     |                                            |  |                                                                        
|                                |  |                                              |        |                                              |  |                                            |         |                                            |  |                                                                        
|Total
    Expenses              |  | $                                            | (8,736 | )                                            |  | $                                          | (13,971 | )                                          |  | $                                                                      
|                                |  |                                              |        |                                              |  |                                            |         |                                            |  |                                                                        





Going
Concern



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



Future
Financings



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



Off-balance
Sheet Arrangements



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



Material
Commitments for Capital Expenditures



Madison
had no contingencies or long-term commitments at June 30, 2012.



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.



Item
3.  Quantitative and Qualitative Disclosures About Market Risk.



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



Item
4.  Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



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



In
connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation
of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of Madison’s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of June 30, 2012.



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 June 30, 2012, 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 June 30, 2012, that materially affected, or are reasonably likely to materially affect, Madison’s
internal control over financial reporting.



Limitations
on the Effectiveness of Controls and Procedures



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



Part
II – Other Information



Item
1.  Legal Proceedings.



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



Item
1A.  Risk Factors.



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



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



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



Item
3.  Defaults Upon Senior Securities.



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



Item
4.  Mining Safety Disclosures.



There
are no current mining activities at the date of this report.



Item
5.  Other Information.



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



Madison
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 778-928-7677 to 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                                                                                                                                                                                                                                                                                                                                                                    | Status                         
|--------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------
|3.1       | Articles
    of Incorporation, filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated
    herein by reference.                                                                                                                                                                                                           | Filed                          
|3.2       | By-Laws,
    filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated herein
    by reference.                                                                                                                                                                                                                             | Filed                          
|10.1      | Mineral
    Property Agreement Contract dated June 16, 2004, filed as an exhibit to Madison’s registration statement on Form 10-SB
    filed on May 4, 2005, and incorporated herein by reference.                                                                                                                                                                             | Filed                          
|10.2      | Amendment
    to Property Agreement dated September 1, 2005, filed as an exhibit to Madison’s registration statement on Form 10-SB/A
    filed on November 4, 2005, and incorporated herein by reference.                                                                                                                                                                      | Filed                          
|10.3      | Option
    Agreement dated September 14, 2005 with Echo Resources, Inc., filed as an exhibit to Madison’s registration statement
    on Form 10-SB/A filed on November 4, 2005, and incorporated herein by reference.                                                                                                                                                          | Filed                          
|31        | Certifications
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                  | Included                       
|32        | Certification
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                    | Included                       
|101
    * | Financial
    statements from the quarterly report on Form 10-Q of Madison Explorations, Inc. for the quarter ended June 30, 2012, formatted
    in XBRL:  (ii) the Consolidated Balance Sheets, (ii) the Consolidated Statement of Operations; (iii) the Consolidated
    Statements of Stockholders’ Equity (Deficiency), and (iv) the Consolidated Statements of Cash Flows | To
    be filed at a later date

*
In accordance with Rule 406T of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information
is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities
Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not
subject to liability under these sections









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.





/s/ Joseph Gallo

Dated:August
15, 2012                                   
By:

Name:  Joseph Gallo

Title:    President and Chief Executive Officer

(Principal Executive Officer)