UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A
                                  Amendment #2


(Mark One)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005.

                                       OR

 / / TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934


                  FOR THE TRANSITION 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                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


     525 Seymour Street, Suite 807
         Vancouver, BC, Canada                                         V6B 3H7
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


                    Issuer's telephone number: (604) 974-0568


                       Issuer's fax number: (604) 974-0569


                                       N/A
              ____________________________________________________
              (Former name, former address and former fiscal year,
                         if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 /X/ No / /


<PAGE>


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/

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

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


At September 30, 2005, and as of the date hereof, there were outstanding
115,320,000 shares of the Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes / / No /X/


                                       2


<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS






                           MADISON EXPLORATIONS, INC.
                        (A Development Stage Enterprise)

                        CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED

                               SEPTEMBER 30, 2005
                                DECEMBER 31, 2004











                                       3



<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' Equity (Deficit)                 F-3

   Consolidated Statements of Cash Flows                                     F-4

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















                                       4


<PAGE>

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


                                                            September 30,      December 31,
                                                                     2005              2004
                                                            _____________      ____________
<S>                                                           <C>               <C>

                                     ASSETS

CURRENT ASSETS
     Cash                                                     $  65,911         $  30,841
                                                              _________         _________
            Total current assets                              $  65,911         $  30,841
                                                              _________         _________

                   Total assets                               $  65,911         $  30,841
                                                              =========         =========


                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                 $     994         $   5,927
     Deferred revenue                                            94,000            44,000
     Due to affiliates                                           25,000                 -
     Officers loans and advances                                 27,621            26,654
                                                              _________         _________

            Total current liabilities                         $ 147,615         $  76,581
                                                              _________         _________


STOCKHOLDERS' (DEFICIT)
     Common stock: $.001 par value;
        authorized 500,000,000 shares;
        issued and outstanding:  115,320,000 shares
        at December 31, 2004 and 115,320,000
        shares at September 30, 2005                          $ 115,320         $ 115,320
     Additional paid-in capital                                (109,398)         (109,398)
     Accumulated other comprehensive income                      (2,935)           (2,554)
     Accumulated deficit during development stage               (84,691)          (49,108)
                                                              _________         _________

            Total stockholders' (deficit)                     $ (81,704)        $ (45,740)
                                                              _________         _________
                   Total liabilities and
                   stockholders' (deficit)                    $  65,911         $  30,841
                                                              =========         =========


</TABLE>

         See Accompanying Consolidated Notes to Financial Statements.

                                       F-1

<PAGE>
<TABLE>
<CAPTION>


                           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,
                                           2005             2004             2005             2004              2005
                                       _____________    _____________    _____________    _____________    ______________
<S>                                    <C>                <C>            <C>                <C>                 <C>

Revenues                               $          -       $         -    $          -       $         -         $      -

Cost of revenue                                   -                 -               -                 -                -
                                       ____________       ___________    ____________       ___________         ________
           Gross profit                $          -       $         -    $          -       $         -         $      -
Operating expenses
   Exploration and development         $        296       $    27,094    $     22,226       $    27,094         $ 51,041
   General and administrative                 3,627             3,087          12,118            10,210           31,498
                                       ____________       ___________    ____________       ___________         ________
           Operating (loss)            $     (3,923)          (30,181)   $    (34,344)          (37,304)        $(82,539)

Other expense                                   336               483           1,239               483            2,152
                                       ____________       ___________    ____________       ___________         ________

   Net loss                            $     (4,259)      $   (30,664)   $    (35,583)      $   (37,787)        $(84,691)
                                       ============       ===========    ============       ===========         ========



   Net loss per share, basic
   and diluted                         $      (0.00)      $     (0.00)   $      (0.00)      $     (0.00)
                                       ============       ===========    ============       ===========


   Average number of shares
   of common stock outstanding          115,320,000       115,320,000     115,320,000        82,120,073
                                       ============       ===========    ============       ===========
</TABLE>


         See Accompanying Consolidated Notes to Financial Statements.


                                       F-2

<PAGE>
<TABLE>
<CAPTION>


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

                                                                                 Accumulated
                                                                                  (Deficit)       Accumulated
                                         Common Stock            Additional        During            Other
                                 __________________________       Paid-In        Development     Comprehensive
                                    Shares          Amount        Capital           Stage           Income           Total
                                 ___________       ________      _________       __________      _____________     __________
<S>                                <C>             <C>            <C>             <C>              <C>             <C>

June 15, 1998, issue
  common stock                     56,250,000      $ 56,250       $ (55,800)      $       -        $      -        $     450
Net loss, December 31, 1999
                                  ___________      ________       _________       _________        ________        _________
Balance, December 31, 1999         56,250,000      $ 56,250       $ (55,800)              -        $      -        $     450

Net loss, December 31, 2000
                                  ___________      ________       _________       _________        ________        _________
Balance, December 31, 2000         56,250,000      $ 56,250       $ (55,800)      $       -        $      -        $     450

Net loss, December 31, 2001
                                  ___________      ________       _________       _________        ________        _________
Balance, December 31, 2001         56,250,000      $ 56,250       $ (55,800)      $       -        $      -        $     450

Net loss, December 31, 2002
                                  ___________      ________       _________       _________        ________        _________
Balance, December 31, 2002         56,250,000      $ 56,250       $ (55,800)      $       -        $      -        $     450

Net loss, December 31, 2003
                                  ___________      ________       _________       _________        ________        _________
Balance, December 31, 2003         56,250,000      $ 56,250       $ (55,800)      $       -        $      -        $     450

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

June 14, 2004 forward stock split
   5000:1
Capital contribution                                                  5,000                                            5,000
Foreign currency translation
   adjustments                                                                                       (2,554)          (2,554)
Net loss, December 31, 2004                                                         (49,108)                         (49,108)
                                  ___________      ________       _________       _________        ________        _________
Balance, December 31, 2004        115,320,000      $115,320       $(109,398)      $ (49,108)       $ (2,554)       $ (45,740)

Foreign currency translation
   adjustments                                                                                         (381)            (381)
Net loss, nine month period
   ended September 30, 2005                                                         (35,583)                         (35,583)
                                  ___________      ________       _________       _________        ________        _________

Balance, September 30, 2005       115,320,000      $115,320       $(109,398)      $ (84,691)       $ (2,935)       $ (81,704)
                                  ===========      ========       =========       =========        ========        =========

</TABLE>

         See Accompanying Consolidated Notes to Financial Statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>


                           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,
                                                                       2005              2004             2005
                                                               ____________     _____________    _____________

<S>                                                              <C>              <C>               <C>
Cash Flows From
Operating Activities
    Net loss                                                     $(35,583)        $(37,787)         $(84,691)
    Adjustments to reconcile net loss
    to cash used in operating activities:
    Changes in assets and liabilities
    (Increase) in advances to consultant                                -                                  -
    Increase (decrease) in accounts payable and accruals           (4,933)           5,327               994
Increase in deferred revenue                                       50,000           44,000            94,000
                                                                 ________         ________          ________

         Net cash used in
            operating activities                                 $  9,484         $ 11,540          $ 10,303
                                                                 ________         ________          ________

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

Cash Flows From
Financing Activities
    Issuance of common stock                                     $      -         $    472          $    922
    Capital contribution                                                -            5,000             5,000
    Officer loans and advances                                        967           22,362            27,621
    Loan from affiliate                                            25,000                -            25,000
                                                                 ________         ________          ________

         Net cash provided by
            financing activities                                 $ 25,967         $ 27,834          $ 58,543
                                                                 ________         ________          ________


Effect of exchange rate changes on cash and
    cash equivalents                                             $   (381)        $    460          $ (2,935)
                                                                 ________         ________          ________


         Net increase (decrease)
            in cash                                              $ 35,070         $ 39,834          $ 65,911


Cash, beginning of period                                          30,841              450                 -
                                                                 ________         ________          ________

Cash, end of period                                              $ 65,911         $ 40,284          $ 65,911
                                                                 ========         ========          ========

</TABLE>


         See Accompanying Consolidated Notes to Financial Statements.

                                      F-4

<PAGE>


                           MADISON EXPLORATIONS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS



NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited Consolidated Financial Statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-QSB. They
do not include all information and notes required by generally accepted
accounting principles for complete financial statements. However, except as
disclosed herein, there has been no material change in the information disclosed
in the notes to the consolidated financial statements included in the Annual
Report on Form 10-SB of Madison Explorations, Inc. for the year ended December
31, 2004. When used in these notes, the terms "Company," "we," "us" or "our"
mean Madison Explorations, Inc. In the opinion of management, all adjustments
(including normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and nine month
periods ended September 30, 2005 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2005.

NOTE 2.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its subsidiary. All significant intercompany
balances and transactions have been eliminated.

ESTIMATES

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

GOING CONCERN

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. These financial statements show that Madison
Explorations, Inc. had a substantial working capital deficiency and that it has
suffered losses since inception. Management believes that the Company will still
need additional financing of approximately $2,000,000 to continue to operate as
planned during the twelve-month period subsequent to September 30, 2005. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. These financial statements have been prepared on the basis of
generally accepted accounting principles as applicable to a going concern,
however the future of Madison Explorations, Inc. will depend upon the company's
ability to obtain adequate financing, successfully resolve any outstanding
contingencies and attain profitable operations. Although the successful
resolution of these uncertainties is not assured, management is of the opinion
that current negotiations for financing and ultimate satisfactory settlement of
any contingencies will allow the company to continue its operations.


                                      F-5
<PAGE>


                           MADISON EXPLORATIONS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS



NOTE 2.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Management plans to obtain such financing through private and public offerings
of debt and equity securities. However management cannot assure that the Company
will be able to obtain any or all of the additional financing it will need to
continue to operate through at least September 30, 2006 or that, ultimately, it
will be able to generate any profitable commercial mining operations. If the
Company is unable to obtain the required financing, it may have to curtail or
terminate its operations and liquidate its remaining assets and liabilities.

The accompanying financial statements do not include any adjustments related to
the recoverability and classifications of assets or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue its operations as a going concern

MINING COSTS

Exploration and evaluation costs are expensed as incurred. Management's decision
to develop or mine a property will be 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 in the event
that 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.

NOTE 3.  ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of Accounting Research Bulletin No. 43, Chapter 4" ("SFAS No. 151"). SFAS No.
151 requires that abnormal amounts of idle facility expense, freight, handling
costs and wasted materials (spoilage) be recorded as current period charges and
that the allocation of fixed production overheads to inventory be based on the
normal capacity of the production facilities. SFAS No. 151 becomes effective for
our Company on January 1, 2006. The Company does not believe that the adoption
of SFAS No. 151 will have a material impact on our consolidated financial
statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment." SFAS No. 123R replaced SFAS No. 123 and superseded Accounting
Principles Board Opinion No. 25. SFAS No. 123R will require compensation costs
related to share-based payment transactions to be recognized in the financial
statements. The effective date of SFAS No. 123R is the first reporting period
beginning after June 15, 2005. The adoption of SFAS No. 123 (revised 2004)
should not have a significant impact on the Company's financial position or
results of operations until such time the Company has share-based payments. The
Company will adopt the provisions of SFAS No. 123R at that time.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29" ("SFAS No. 153"). SFAS No. 153 is
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. APB Opinion No. 29, "Accounting
for

                                      F-6

<PAGE>

                           MADISON EXPLORATIONS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS



NOTE 3.  ACCOUNTING PRONOUNCEMENTS (CONTINUED)


Nonmonetary Transactions," provided an exception to its basic measurement
principle (fair value) for exchanges of similar productive assets. Under APB
Opinion No. 29, an exchange of a productive asset for a similar productive asset
was based on the recorded amount of the asset relinquished. SFAS No. 153
eliminates this exception and replaces it with an exception of exchanges of
nonmonetary assets that do not have commercial substance. SFAS No. 153 became
effective for our Company as of July 1, 2005. The Company will apply the
requirements of SFAS No. 153 on any future nonmonetary exchange transactions.

On April 14, 2005, the Securities and Exchange Commission issued an announcement
amending the compliance dates for the FASB's SFAS 123R that addresses accounting
for equity based compensation arrangements. Under SFAS 123R registrants would
have been required to implement the standard as of the beginning of the first
interim or annual period that begins after June 15, 2005. The Commission's new
rule will allow companies to implement SFAS 123R at the beginning of the next
fiscal year after June 15, 2005. The Company anticipates adopting SFAS 123R in
the first quarter 2006

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB No. 20 and FASB Statement No. 3" ("SFAS No.
154"). SFAS No. 154 requires retrospective application to prior periods'
financial statements of a voluntary change in accounting principle unless it is
impracticable. APB Opinion No. 20 "Accounting Changes," previously required that
most voluntary changes in accounting principle be recognized by including in net
income of the period of the change the cumulative effect of changing to the new
accounting principle. This statement is effective for our Company as of January
1, 2006. The Company does not believe that the adoption of SFAS No. 154 will
have a material impact on our consolidated financial statements.


NOTE 4.  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, 2005 and
December 31, 2004.


                                      F-7

<PAGE>


                           MADISON EXPLORATIONS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS



NOTE 5.  RELATED PARTY TRANSACTIONS

The officers of the Company have advanced funds to the Company to continue
ongoing operations. On June 25, 2004, two officers executed demand notes at 5%
interest for $15,000 in CAD ($12,479 USD) each. Also, funds were advanced to the
Company to form its subsidiary. A total of $147 in US dollars was advanced for
this purpose. Since all funds advanced are due on demand, this amount has been
classified as a liability in the accompanying financial statements. The officers
of the Company also submit expense reports on a regular basis of expenses
incurred on behalf of the Company in the normal performance of their duties.
These payable to the officers for unreimbursed expenses totaled $0 and $1,091 in
Canadian funds at September 30, 2005 and December 31, 2004, respectively.

Exploration and development expenses were paid to Montgomery Consultants, Ltd.,
a related party controlled by a director of the Company, for the three and nine
months ended September 30, 2005 of $164 and $3,148, respectively and for the
three and nine months ended September 30, 2004 of $12,186 and $12,186,
respectively.

For the year ended December 31, 2004, $643 in interest was accrued on the notes
payable. As of September 30, 2005, the officer advances in USD was $27,621,
including $1,634 in accrued interest.

A Company affiliated through common ownership advanced funds of $25,000 for
working capital. The advance is non-interest bearing, due on demand.


NOTE 6.  COMPREHENSIVE INCOME

Accumulated other comprehensive income consists of the following:

<TABLE>
<CAPTION>
                                                       September 30, 2005        Dec. 31, 2004
                                                       ------------------    -----------------
<S>                                                    <C>                   <C>
         Foreign currency translation adjustment       $          (2,935)    $         (2,554)
                                                       ==================    =================
</TABLE>

The components of other comprehensive income for the nine-month period ended
September 30, 2005 and the year ended December 31, 2004:

<TABLE>
<CAPTION>
                                                       September 30, 2005        Dec. 31, 2004     Inception to Date
                                                       ------------------    -----------------     -----------------
<S>                                                    <C>                   <C>                   <C>
         Foreign currency translation adjustment       $            (381)    $         (2,554)     $         (2,935)
                                                       ==================    =================     =================
</TABLE>

NOTE 7.  INCOME TAXES

We did not provide any current or deferred Canadian federal income tax provision
or benefit for any of the periods presented because we have experienced
operating losses since inception. We provided a full valuation allowance on the
net deferred tax asset, consisting of net operating loss carryforwards, because
management has determined that it is more likely than not that we will not earn
income sufficient to realize the deferred tax assets during the carryforward
period.

                                      F-8

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The discussion contained herein contains "forward-looking statements" that
involve risk and uncertainties. These statements may be identified by the use of
terminology such as "believes," "expects," "may," "should" or anticipates" or
expressing this terminology negatively or similar expressions or by discussions
of strategy. The cautionary statements made in this Form 10QSB forward-looking
statements wherever they appear in this Form 10QSB. Our actual results could
differ materially from those discussed in this Form 10QSB.

GENERALLY.

Madison Explorations, Inc. (sometimes the "Company") was incorporated on July
15, 1998 under the laws of the State of Nevada to engage in any lawful corporate
activity.

We are currently engaged in the business of diamond exploration in Southern
Saskatchewan, Canada. Southern Saskatchewan has been explored for diamonds since
at least 1963 by other exploration companies with limited success. Other than
conducting some initial exploration work on our "Scout Lake" property in 2004 &
2005 and selling a 20% interest in our "Bulls Eye" property and a 15% interest
in our "Bronco" property, we have conducted no operations to date and we do not
expect to receive any revenues for at least two years. During these two years,
we plan to concentrate our efforts on exploration and data gathering. Because
the Company is an exploration stage company, there is no assurance that a
commercially viable mineral deposit exists on any of our properties. Further
exploration will be required before the economic and legal feasibility of
developing the properties can be determined.

Analysis of the Company's drill program on the "Scout Lake" property was
completed in the quarter ended September 30, 2005. The drill hole encountered
sedimentary rocks of the Ravenscrag formation. These Tertiary sediments
consisted of poorly consolidated sandstone, clay, gravel and coal seems. The
unexpected intersection of Tertiary sediments of unknown thickness has resulted
in a change in the direction of Madison's exploration program. After discussions
with Dr Joseph Montgomery, the Company's geologist, the Company's "Scout Lake"
claims will not be renewed. The main thrust of Company's program will now be in
the Val Marie area of the Wood Mountain district in Southern Saskatchewan. This
area covers the richest indicator mineral concentration so far encountered by
the Company.

The combination of numerous indicator minerals (pyrope garnets and chrome
diopsides) and magnetic anomalies continue to make this area a prime target. The
indicator mineral suite is identical chemically to that of the Fort a la Corne
district in Southern Saskatchewan. An early drilling program is anticipated for
this area. Additional targets in the Wood Mountain district and other areas will
also be investigated.

At the present time, we do not hold any interest in a mineral property that is
in production. The Company's viability and potential success lie in our ability
to develop, exploit and generate revenue from our interests. 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 a combination of careful evaluations, experience and knowledge may not
eliminate. It is impossible to ensure that our current or proposed exploration
programs on the exploration claims will be profitable or successful. The
inability of the Company to locate a viable diamond deposit on the properties
will have a material adverse effect on its operations and could result in a
total loss of its business.

As of the date hereof, we are deemed to be and can be defined as a "shell"
company, a registrant, other than an asset backed-issuer, that has no or nominal
operations, and either (i) no or nominal assets, (ii) assets consisting solely
of cash and cash equivalents, (iii) assets consisting of any amount of cash and
cash equivalents and nominal other assets.


                                       5


<PAGE>


FINANCIAL CONDITION.

Our auditor's going concern opinion of December 31, 2004 and our notation in the
financial statements indicate that we do not have significant cash or other
material assets and that we are relying on advances from stockholders, officers
and directors to meet limited operating expenses. We do not have sufficient cash
or other material assets nor do we have sufficient operations or an established
source of revenue to cover our operational costs that would allow us to continue
as a going concern. Our financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts and
classification of liabilities that might result should we be unable to continue
as a going concern. We have a loss from inception through December 31, 2004 of
$49,108 and a loss from inception through September 30, 2005 of $84,691. This is
an increase for the nine months ended September 30, 2005 of $35,583.

We currently have cash of $65,911 that constitutes our total assets. We have no
other liquid current assets and we have received no revenue from operations.

LIQUIDITY AND OPERATIONAL RESULTS.

We have had no revenues from December 31, 2004 to September 30, 2005.

We have limited assets and liquidity. As of December 31, 2004, we had cash of
approximately $30,841. As of September 30, 2005, we had cash of approximately
$65,911.

As of December 31, 2004, we had total liabilities of $76,581 and we had a
negative net worth of $45,740. As of September 30, 2005, we had total
liabilities of $147,615 and we had a negative net worth of $81,704. Our accounts
payable as of December 31, 2004 were $5,927 and as of September 30, 2005 were
$994.

Our loss from inception through December 31, 2004 was $49,108 and our loss from
inception through September 30, 2005 was $80,432 or an increase for the nine
months then ended of $31,324.

During the fiscal year ending December 31, 2004, we incurred expenses of
$49,108. As of September 30, 2005, our total losses for the period ending
September 30, 2005 were $35,583.

We had officer's advances of $26,654 from inception to December 31, 2004 and of
$27,621 to September 30, 2005. This is an increase of $967.

We are dependent upon our officers to meet any de minimis costs that we may
incur. Kevin M. Stunder and Joel Haskins, officers and directors of the Company,
have agreed to provide the necessary funds, for us to comply with the 1934 Act;
provided that he is an officer and director of the Company when the obligation
is incurred. We currently owe Kevin Stunder and Joel Haskins the sum of $13,810
each.

PLAN OF OPERATION.

We were incorporated in June of 1998 under the name of "Madison-Taylor General
Contractors, Inc." and we intended to engage as a general contractor for
constructing temporary buildings at exploratory mining locations. We were unable
to implement our business and remained inactive from 1998 until 2004. We
commenced operations under our current name, Madison Explorations Inc., in April
of 2004. After implementing our current plan of operation, we have relied on
advances and contributions of capital of approximately $53,925 from our
stockholders, proceeds of $44,000 from the sale of a 20% interest in one of the
Company's claims (Bulls Eye), and proceeds of $50,000 from the sale of a 15%
interest in another of the company's claims (Bronco) to support its limited
operations. As of December 31, 2004, we had approximately $30,841 of cash. We
will need additional equity or debt financing of up to $2,000,000 that we plan
to use for the second phase of the Company's exploration program to commence in
2006.


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<PAGE>


ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

We have not considered nor conducted any research concerning qualitative and
quantitative market risk.

ITEM 4. EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES.

We evaluated the effectiveness of our disclosure controls and procedures as of
September 30, 2005. This evaluation was conducted by Kevin Stunder, our chief
executive officer and Joel Haskins, our chief financial officer.

Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.

Limitations on the Effective of Controls

Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control. A design
of a control system is also based upon certain assumptions about potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their evaluation of our controls, our Chief Executive Officer and
Chief Financial Officer have concluded that, subject to the limitations noted
above, the necessary information as defined in rule 13a-15(e) is available to
the Chief Executive Officer and to the Chief Financial Officer on a timely
basis, and the two specified officers state, if true, that the controls and
procedures are effective in this function.

There were no changes in our internal controls that occurred during the quarter
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.


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<PAGE>


                                     PART II
                                OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS .................................................NONE

ITEM 2 - CHANGES IN THE RIGHTS OF THE COMPANY'S
         SECURITY HOLDERS ..................................................NONE

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.

BOARD MEETING.

Our board held one meeting during the current quarter, which was a special
meeting by written consent.

AUDIT COMMITTEE.

Our board of directors has not established an audit committee. In addition, we
do not have any other compensation or executive or similar committees. We will
not, in all likelihood, establish an audit committee until such time as the
Company generates a positive cash flow of which there can be no assurance. We
recognize that an audit committee, when established, will play a critical role
in our financial reporting system by overseeing and monitoring management's and
the independent auditors' participation in the financial reporting process. At
such time as we establish an audit committee, its additional disclosures with
our auditors and management may promote investor confidence in the integrity of
the financial reporting process.

Until such time as an audit committee has been established, the full board of
directors will undertake those tasks normally associated with an audit committee
to include, but not by way of limitation, the (i) review and discussion of the
audited financial statements with management, and (ii) discussions with the
independent auditors the matters required to be discussed by the Statement On
Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

Our board of directors consistent with our intent to enhance the reliability and
credibility of our financial statements, have submitted the financial statements
included in this Form 10-QSB to our independent auditor prior to the filing of
this report.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

There were no reports on Form 8-K filed during the quarter for which this report
is filed. 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.


                                       8


<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



DATED:   January 17, 2006                 MADISON EXPLORATION, INC.


                                           BY: /s/ KEVIN M. STUNDER
                                               _________________________________
                                                   Kevin M. Stunder
                                                   Chief Executive Officer and
                                                   Director



                                           BY: /s/ JOEL HASKINS
                                               _________________________________
                                                   Joel Haskins
                                                   Chief Financial Officer and
                                                   Director


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