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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008.

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                                   | OUTSTANDING        
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|                                         |                    
|                                         |                    
|1100 E. 29th St., Suite 153              |                    
|North Vancouver, British Columbia        |                    
|Canada                                   | V7K 1C2            
|(Address of principal executive offices) | (Zip code)         

Issuer's telephone number: (778) 928-7677

Securities registered under Section 12(b) of the Exchange Act:
NONE

Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK

|                              | NAME OF EACH EXCHANGE
|----------------------------- | ---------------------
|TITLE OF EACH CLASS           | ON WHICH REGISTERED  
|Common Stock, par value $.001 | None                 

Indicate by checkmark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ 
 ]    No [X]

Indicate by checkmark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes [ 
 ]    No [X]

Indicate by checkmark whether the registrant has (1) 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 [   ]

Indicate by checkmark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [X]    No [   ]

Indicate by checkmark 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.

Large accelerated filer [   ]
    (Do not check if a
    Accelerated
      filer                
      [   ]Non-accelerated filer  
       [   ]
    smaller reporting company)
    Smaller reporting company [X]


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

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PART I

This Annual Report on Form 10-K and the information
incorporated by reference includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities and Exchange Act of 1934, as amended. Various statements,
estimates, predictions, and projections stated under "Risk Factors,"
"Management's Discussion and Analysis or Plan of Operations" and "Business," and
elsewhere in this Annual Report are "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These statements appear in a number of places in this Annual Report and
include statements regarding the intent, belief or current expectations of
Madison Explorations, Inc. or our officers with respect to, among other things,
the ability to successfully implement our exploration strategies, including
trends affecting our business, financial condition and results of operations.
While these forward-looking statements and the related assumptions are made in
good faith and reflect our current judgment regarding the direction of the
related business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions, or other future
performance suggested herein. These statements are based upon a number of
assumptions and estimates, which are inherently subject to significant
uncertainties and contingencies, many of which are beyond our control and
reflect future business decisions which are subject to change. Some of these
assumptions inevitably will not materialize, and unanticipated events will occur
which will affect our results. Some important factors (but not necessarily all
factors) that could affect our revenues, growth strategies, future profitability
and operating results, or that otherwise could cause actual results to differ
materially from those expressed in or implied by any forward-looking statement,
include the following:

|(1) | our ability to successfully implement our exploration
      strategies;                                        
|--- | ---------------------------------------------------------------------------------------------------------------
|    |                                                                                                                
|(2) | the success or failure of our exploration activities and
      other opportunities that we may pursue;         
|    |                                                                                                                
|(3) | changes in the availability of debt or equity capital and
      increases in borrowing costs or interest rates;
|    |                                                                                                                
|(4) | changes in regional and national business and economic
      conditions, including the rate of inflation;      
|    |                                                                                                                
|(5) | changes in the laws and government regulations applicable
      to us; and                                     
|    |                                                                                                                
|(6) | increased competition.                                                                                         

Stockholders and other users of this Annual Report on Form 10-K
are urged to carefully consider these factors in connection with the
forward-looking statements. We do not intend to publicly release any revisions
to any forward-looking statements contained herein to reflect events or
circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events.

ITEM 1. DESCRIPTION OF BUSINESS.

Madison Explorations, Inc. was incorporated on June 15, 1998
under the laws of the State of Nevada to engage in any lawful corporate
activity. We have incorporated one wholly owned subsidiary named Scout
Resources, Inc. to conduct Canadian exploration activities and for us to be in
compliance with local law that requires a domestic Canadian corporation to
conduct local exploration activities. Both Madison Explorations, Inc. and Scout
Resources, Inc. will be referred to collectively as the "Company."

Our principal executive offices are at 1100 E. 29th St., Suite
153, N. Vancouver, British Columbia, Canada. Our telephone number is (778)
928-7677.

We maintain a website at HTTP://WWW.MADISONEXPLORATION.COM. Our
website and its linked contents are not part of this form.

We were engaged in the business of diamond exploration in the
Southern area of the Province of Saskatchewan, Canada. During the current
financial year , with the exception of two, all our mineral claims expired. The
two remaining claims expired, subsequent to our 2008 year end, on March 12,
2009. We are currently evaluating mineral properties with the goal of
identifying a property for acquisition. To date, we have not identified a
property that we intend to acquire.

Our viability and potential success lie in our ability to
acquire, exploit, develop and generate revenue from future mineral 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 with a combination of careful evaluations, experience and
knowledge may not be eliminated. It is impossible to ensure that proposed
exploration programs will be profitable or successful.

The inability of the Company to locate a viable mineral deposit
will have a material adverse effect on its operations and could result in a
total loss of our business.

COMPETITION

The mineral exploration business is competitive in all of its
phases. We expect to compete with numerous other exploration companies and
individuals, including competitors with greater financial, technical and other
resources than us, for resources required for exploration. Their greater
resources will likely position these competitors to conduct exploration within a
shorter time frame than us.

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GOVERNMENT REGULATION AND LICENSING

The operations of the Company requires licenses and permits from various governmental authorities. The Company believes that it held all necessary licenses and permits required to carry on with its activities under applicable laws and regulations
and the Company believes it complied in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in regulations and in various operating circumstances. The Company may not be able to
obtain all necessary licenses and permits required to carry out exploration in the future.

EMPLOYEES

We currently have two part time employees, our officers and directors, who work for the Company on a part time basis. None of these employees devote more than 10% of their time to the Company. No officer or director is paid for services rendered.

SEASONALITY

Due to the potential for extremely cold weather in Saskatchewan during the period from November to March, there may be years when exploration is not possible during these months.

CURRENCY FLUCTUATION

The Company's currency fluctuation exposure is primarily to the Canadian dollar as all of the Company's properties were in Saskatchewan. Such fluctuations may materially affect the Company's financial position and results of operations.

SUBSIDIARIES

We have incorporated one wholly owned subsidiary named Scout Resources, Inc. to conduct our Canadian exploration activities and for us to be in compliance with local law that requires a domestic Canadian corporation to conduct local exploration
activities. Both Madison Explorations, Inc. and Scout Resources, Inc. will be sometimes referred to collectively as the "Company."

REPORTS TO SECURITY HOLDERS

The Company does not intend to deliver an annual report to its security holders. The public may read and copy any materials filed with the SEC, such as this Form 10-K and Form 10-Q reports. The Company is an electronic filer under the SEC's EDGAR
filing program. Accordingly, the Company's filings are maintained by the SEC in a database at www.sec.gov and are available to all security holders.

RISK FACTORS

An investment in an exploration stage mining company with no history of operations such as ours involves an unusually high amount of risk, both unknown and known, and present and potential, including, but not limited to the risks enumerated below.

THERE IS NO ASSURANCE THAT WE CAN ESTABLISH THE EXISTENCE OF A MINERAL RESOURCE IN COMMERCIALLY XPLOITABLE QUANTITIES. UNTIL WE CAN DO SO, WE CANNOT EARN ANY REVENUES AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS THAT WE EXPEND ON
EXPLORATION. IF WE DO NOT DISCOVER ANY MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, OUR BUSINESS WILL FAIL.

We have not established the existence of a commercially exploitable mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business will fail. A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (HTTP://WWW.SEC.GOV/DIVISIONS/CORPFIN/FORMS/INDUSTRY.HTM#SECGUIDE7) as that part of a mineral deposit, which could be economically and legally extracted or produced at the time
of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote.

Even if we do eventually discover a mineral reserve there can be no assurance that it can be developed into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties,
which are explored, are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure, government
regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

MINERAL OPERATIONS ARE SUBJECT TO APPLICABLE LAW AND GOVERNMENT REGULATION. EVEN IF WE DISCOVER A MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, THESE LAWS AND REGULATIONS COULD RESTRICT OR PROHIBIT THE EXPLOITATION OF THAT MINERAL
RESOURCE. IF WE CANNOT EXPLOIT ANY MINERAL RESOURCE THAT WE MIGHT DISCOVER ON OUR PROPERTIES, OUR BUSINESS MAY FAIL.

Both mineral exploration and extraction require permits from various federal, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production,
transport, export, taxation, labor standards, occupational

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health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our
mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to do so. Current laws and regulations could be amended and we might not be able to
comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are
required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

IF WE ESTABLISH THE EXISTENCE OF A MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, WE WILL REQUIRE ADDITIONAL CAPITAL IN ORDER

TO DEVELOP THE PROPERTY INTO A PRODUCING MINE. IF WE CANNOT RAISE THIS ADDITIONAL CAPITAL, WE WILL NOT BE ABLE TO EXPLOIT THE RESOURCE, AND OUR BUSINESS COULD FAIL.

If we do discover mineral resources in commercially exploitable quantities we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing
facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance
that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

MINERAL EXPLORATION AND DEVELOPMENT IS SUBJECT TO EXTRAORDINARY OPERATING RISKS. WE DO NOT CURRENTLY INSURE AGAINST THESE RISKS. IN THE EVENT OF A CAVE-IN OR SIMILAR OCCURRENCE, OUR LIABILITY MAY EXCEED OUR RESOURCES, WHICH WOULD HAVE AN ADVERSE
IMPACT ON OUR COMPANY.

Mineral exploration, development and production involve many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the
exploration, development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage
to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material, adverse impact on our
Company.

MINERAL PRICES ARE SUBJECT TO DRAMATIC AND UNPREDICTABLE FLUCTUATIONS.

We expect to derive revenues, if any, from the eventual extraction and sale of diamonds as well as precious and base metals such as gold, silver and copper. The price of those commodities has fluctuated widely in recent years, and is affected by
numerous factors beyond our control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased
production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and, therefore, the economic viability of any of our exploration projects, cannot
accurately be predicted.

THE MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL CONTINUE TO BE SUCCESSFUL IN ACQUIRING MINERAL CLAIMS. IF WE CANNOT CONTINUE TO ACQUIRE PROPERTIES TO EXPLORE FOR MINERAL RESOURCES, WE MAY BE REQUIRED TO REDUCE OR
CEASE OPERATIONS.

There are hundreds of public and private companies that are actively engaged in mineral exploration. The exact number is virtually impossible to quantify. Furthermore, since the mineral exploration sphere is so diverse, it is quite difficult to
identify specific primary competitors and make comparisons to our Company.

Many of our competitors have greater financial resources and technical facilities. Accordingly, we will attempt to compete primarily through the knowledge and experience of our management. This competition could adversely affect our ability to
acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

THIRD PARTIES MAY CHALLENGE OUR RIGHTS TO OUR RESOURCE PROPERTIES OR THE AGREEMENTS THAT PERMIT US TO EXPLORE OUR PROPERTIES MAY EXPIRE IF WE FAIL TO TIMELY RENEW THEM AND PAY THE REQUIRED FEES.

In connection with the acquisition of our mineral properties, we sometimes conduct only limited reviews of title and related matters, and obtain certain representations regarding ownership. These limited reviews do not necessarily preclude third
parties from challenging our title and, furthermore, our title may be defective. Consequently, there can be no assurance that we hold good and

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marketable title to all of our mining concessions and mining claims. If any of our concessions or claims were challenged, we could incur significant costs and lose valuable time in defending such a challenge. These costs or an adverse ruling with
regards to any challenge of our titles could have a material adverse affect on our financial position or results of operations. There can be no assurance that any such disputes or challenges will be resolved in out favor.

We are not aware of challenges to the location or area of any of the mining concessions and mining claims. There is, however, no guarantee that title to the claims and concessions will not be challenged or impugned in the future.

BECAUSE OUR COMMON STOCK IS TRADED ONLY ON THE OTC BULLETIN BOARD, YOUR ABILITY TO SELL YOUR SHARES IN THE SECONDARY TRADING MARKET MAY BE LIMITED.

Currently, our common stock is traded only on the OTC Bulletin Board. Consequently, the liquidity of our common stock is impaired, not only in the number of shares that are bought and sold, but also through delays in the timing of transactions, and
coverage by security analysts and the news media, if any, of our Company. As a result, prices for shares of our common stock may be different than might otherwise prevail if our common stock was quoted or traded on a national securities exchange
such as the New York Stock Exchange, NASDAQ, or the American Stock Exchange.

OUR STOCK PRICE HAS BEEN VOLATILE AND YOUR INVESTMENT IN OUR COMMON STOCK COULD SUFFER A DECLINE IN VALUE.

Our common stock is traded only on the OTC Bulletin Board. The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control. These factors include price fluctuations of
precious metals, government regulations, disputes regarding mining claims, broad stock market fluctuations and economic conditions in the United States.

BECAUSE WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON SHARES, INVESTORS SEEKING DIVIDEND INCOME OR LIQUIDITY SHOULD NOT PURCHASE OUR SHARES.

We do not currently anticipate declaring and paying dividends to our shareholders in the near future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. Prospective investors
seeking or needing dividend income or liquidity should, therefore, not purchase our common stock. We currently have no revenues and a history of losses, so there can be no assurance that we will ever have sufficient earnings to declare and pay
dividends to the holders of our shares, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, who currently do not intend to pay any dividends on our common shares for the foreseeable future.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less
than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited
investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with
their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information
about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in
the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer
orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise
exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may
have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission (see above for discussions of penny stock rules), the FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain
information about the customer's financial status, tax status, investment objectives and other information. Under interpretations

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of these rules, the FINRA believes that there is a high
probability that speculative low priced securities will not be suitable for at
least some customers. The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may
limit your ability to buy and sell our stock and have an adverse effect on the
market for our shares.

PLEASE READ THIS FORM 10K CAREFULLY. YOU SHOULD RELY ONLY ON
THE INFORMATION CONTAINED HEREIN AND ON THE OTHER REPORTS AND OUR FORM 10SB, AS
AMENDED, THAT WE HAVE FILIED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.

ITEM 2. DESCRIPTION OF PROPERTY.

We do not own real property nor do we hold any lease or other
real property interest except for the exploration claims we have acquired from
staking claims directly with the government of Saskatchewan. During the current
financial year , with the exception of two, all our mineral claims expired.

The two remaining claims expired, subsequent to our 2008 year
end, on March 12, 2009.

ITEM 3. LEGAL PROCEDINGS.

The Company is not currently party to any material legal
proceedings and to our knowledge, no such proceedings are threatened or
contemplated.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

During the fourth quarter of calendar year 2008, no matters
were submitted to a vote of the security holders of the Company.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

MARKET INFORMATION

There is no established trading market in our Common Stock.

The Company's common stock is traded only on the OTC Bulletin
Board (OTC: MDEX).

SHAREHOLDERS

As at April 10, 2009 there are approximately six hundred and
fifty holders of our Common Stock.

SHARES ELIGIBLE FOR RESALE

Except for the shares of stock held by our officers and
directors, all of our issued and outstanding shares of Common Stock held by
non-affiliates are eligible for sale under Rule 144 promulgated under the
Securities Act of 1933, as amended, subject to certain limitations included in
said Rule. In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding three months,
an affiliate of the Company.

In summary, Rule 144 applies to affiliates (that is, control
persons) and nonaffiliates when they resell restricted securities (those
purchased from the Company or an affiliate of the Company in nonpublic
transactions).

Non-affiliates reselling restricted securities, as well as
affiliates selling restricted or Non-restricted securities, are not considered
to be engaged in a distribution and, therefore, are not deemed to be
underwriters as defined in Section 2(11), if six conditions are met:

(1) Current public information must be available about the
Company unless sales are limited to those made by non-affiliates after two
years.

(2) When restricted securities are sold, generally there must
be a one-year holding period.

(3) When either restricted or non-restricted securities are
sold by an affiliate after one year, there are limitations on the amount of
securities that may be sold; when restricted securities are sold by
non-affiliates between the first and second years, there are identical
limitations; after two years, there are no volume limitations for re-sales by
non-affiliates.

(4) Except for sales of restricted securities made by
non-affiliates after two years, all sales must be made in brokers' transactions
as defined in Section 4(4) of the Securities Act of 1933, as amended, or a
transaction directly with a "market maker" as that term is defined in Section
3(a)(38) of the 1934 Act.

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(5) Except for sales of restricted securities made by
non-affiliates after two years, a notice of proposed sale must be filed for all
sales in excess of 500 shares or with an aggregate sales price in excess of
$10,000.

(6) There must be a bona fide intention to sell within a
reasonable time after the filing of the notice referred to in (5) above.

Capital Risks

We do not currently have sufficient capital to acquire a
mineral property or engage in exploration activities. The extent to which we
will be able to acquire a mineral property and explore for minerals will be
determined by our ability to engage in offerings of equity securities and/or
debt securities. Without additional capital, we will have to either curtail our
business plan, or abandon it altogether.

We do not have any identified sources of additional capital,
the absence of which may prevent us from continuing our operations.

We do not, presently, have any arrangements with any investment
banking firms or institutional lenders. Because we will need additional capital,
we will have to expend significant effort to raise operating funds. These
efforts may not be successful. If not, we will have to either curtail our
business plan, or abandon it altogether.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS

As at the date of this report there are no securities
authorized for issuance under equity compensation plans.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

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

PLAN OF OPERATION

The Company was incorporated in June of 1998 under the name of
"Madison-Taylor General Contractors, Inc." and intended to engage as a general
contractor for constructing temporary buildings at exploratory mining locations.
Madison-Taylor General Contractors, Inc. was unable to implement the business
and remained inactive from 1998 until 2004. The Company commenced operations
under its current name in April of 2004. After implementing the Company's
current plan of operation, the Company has relied on advances and contributions
of capital from our principal shareholders, proceeds from the sale of our
mineral properties and proceeds from the sale of our securities to finance its
operations. As of December 31, 2008, we had $26,467 of cash. The Company will
need additional equity or debt financing to acquire and explore future mineral
properties.

The officers and directors have agreed to pay all costs and
expenses of having us comply with the federal securities laws (and being a
public company, should the Company be unable to do so). We estimate that these
costs will be approximately $30,000 per year. Our officers and directors have
also agreed to pay the other expenses of the Company, excluding mineral property
acquisition cost, those direct costs and expenses of data gathering and mineral
exploration, should the Company be unable to do so. To implement our business
plan, we will need to secure financing for our business development. We have no
source for funding at this time.

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

Additional funding to acquire a mineral property and to conduct
an exploration program will depend upon our ability to secure loans or obtain
either private or public financing. There is no assurance that we will be able
to obtain such funding on any terms or terms acceptable to us and if adequate
funds are not available, we believe that our business development will be
adversely affected. Accordingly, there is no assurance that we will be able to
continue in business.

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 7. FINANCIAL STATEMENTS.

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MADISON EXPLORATIONS, INC.(An Exploration Stage
  Enterprise)

CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008

1

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K. R. MARGETSON LTD.CHARTERED ACCOUNTANT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders: 
  Madison Explorations, Inc.

We have audited the accompanying consolidated balance sheet of
  Madison Explorations, Inc. (An Exploration Stage Enterprise) as of December 31,
  2008 and the related statements of operations, stockholders' equity (deficit)
  and cash flows for the year ended December 31, 2008. These financial statements
  are the responsibility of the Company's management. Our responsibility is to
  express an opinion on these financial statements based on our audit. We did not
  audit the period from date of inception (June 15, 1998) to December 31, 2007.
  That period was audited by other auditors, whose report has been furnished to
  us, and our opinion, insofar as it relates to that period, is based solely on
  the report of other auditors.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States of America). Those
  standards require that we plan and perform an audit to obtain reasonable
  assurance whether the financial statements are free of material misstatement. An
  audit includes examining on a test basis, evidence supporting the amounts and
  disclosures in the financial statements. An audit also includes assessing the
  accounting principles used and significant estimates made by management, as well
  as evaluating the overall financial statement presentation. We believe that our
  audit provides a reasonable basis for our opinion.

In our opinion, based on our audit and the report of other
  auditors, these financial statements present fairly, in all material respects,
  the financial position of the Company as of December 31, 2008 and the results of
  its operations and its cash flows for the year ended December 31, 2008 and
  period from date of inception (June 15, 1998) to December 31, 2008 in conformity
  with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared using
  accounting principles generally accepted in the Unites States of America
  assuming that the Company will continue as a going concern. As discussed in Note
  1 to the financial statements, the Company is an exploration stage enterprise
  and has yet to reach profitable levels of operation, which raises substantial
  doubt about its ability to continue as a going concern. Managements plans in
  regard to their planned financing and other matters are also described in Note
  1. The financial statements do not include any adjustments that might result
  from the outcome of this uncertainty.



|                        | K R. Margetson Ltd.
|----------------------- | ---------------------
|North Vancouver, Canada | Chartered Accountant 
|April 14, 2009          |                      
|                        |                      
|331 East 5thStreet      | Tel: 604-929-0819    
|North Vancouver BC      | Fax: 1-987-874-9583  
|Canada                  |                      

2

---

**Report of Independent Registered Public Accounting Firm**

To the Board of Directors 
Madison Explorations, Inc.  
Vancouver, British Columbia

I have audited the accompanying consolidated balance sheets of Madison Explorations, Inc. (An Exploration Stage Enterprise) as of December 31, 2007 and 2006 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended and the period June 15, 1998 (inception) through December 31, 2007.  These consolidated financial statements are the responsibility of the Company's management.  My responsibility is to express an opinion on these consolidated financial statements based on my audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly,   we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit  also  includes  assessing  the  accounting principles  used  and  significant  estimates  made  by  management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Madison Explorations, Inc. (An Exploration Stage Enterprise) as of December 31, 2007 and 2006 and the results of its operations and cash flows for the years then ended and the period June 15, 1998 (inception) through December 31, 2007, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has limited operations and has no established source of revenue.  This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Kyle L. Tingle, CPA, LLC

> March 25, 2008
>     Las Vegas, Nevada

---

MADISON EXPLORATIONS, INC.(An Exploration Stage Enterprise)

CONTENTS





|FINANCIAL STATEMENTS                                     |     
|-------------------------------------------------------- | ----
|                                                         |     
|Consolidated
      Balance Sheets                        | 1   
|                                                         |     
|Consolidated
      Statements of Operations              | 2   
|                                                         |     
|Consolidated
      Statements of Stockholders' (Deficit) | 3   
|                                                         |     
|Consolidated
      Statements of Cash Flows              | 4   
|                                                         |     
|Notes
      to Consolidated Financial Statements         | 5-10

3

---

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

|                                                     |   | December 31, |   |   | December 31, |  
|---------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                     |   | 2008         |   |   | 2007         |  
|                                                     |   |              |   |   |              |  
|                                                     |   |              |   |   |              |  
|ASSETS                                               |   |              |   |   |              |  
|                                                     |   |              |   |   |              |  
|CURRENT ASSETS                                       |   |              |   |   |              |  
|Cash                                                 | $ | 26,467       |   | $ | 5,637        |  
|                                                     |   |              |   |   |              |  
|Total assets                                         | $ | 26,467       |   | $ | 5,637        |  
|                                                     |   |              |   |   |              |  
|                                                     |   |              |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY             |   |              |   |   |              |  
|                                                     |   |              |   |   |              |  
|CURRENT LIABILITIES                                  |   |              |   |   |              |  
|Accounts payable
      and accrued liabilities       | $ | 7,975        |   | $ | 7,221        |  
|Notes payable and accrued interest  Note 4          |   | 59,494       |   |   | 61,922       |  
|Convertible note
      payable  Note 5              |   | 6,000        |   |   | -            |  
|Related party advance  Note 6                       |   | 561          |   |   | -            |  
|                                                     |   |              |   |   |              |  
|Total current liabilities                            |   | 74,030       |   |   | 69,143       |  
|                                                     |   |              |   |   |              |  
|                                                     |   |              |   |   |              |  
|STOCKHOLDERS DEFICIENCY                             |   |              |   |   |              |  
|Common stock  Note 7                                |   |              |   |   |              |  
|$.001 par value;                                     |   |              |   |   |              |  
|Authorized 500,000,000 shares;                       |   |              |   |   |              |  
|Issued and outstanding: 113,020,000 shares           |   |              |   |   |              |  
|(December 31, 2008 and 2007)                         |   | 113,020      |   |   | 113,020      |  
|Additional paid-in
      capital                     |   | (17,118      | ) |   | (57,118      | )
|Accumulated other comprehensive loss                 |   | (2,101       | ) |   | (7,740       | )
|Accumulated
      deficit during exploration stage   |   | (141,364     | ) |   | (111,668     | )
|                                                     |   |              |   |   |              |  
|Total stockholders deficiency                       |   | (47,563      | ) |   | (63,506      | )
|                                                     |   |              |   |   |              |  
|Total liabilities and stockholders
      deficiency | $ | 26,467       |   | $ | 5,637        |  
|                                                     |   |              |   |   |              |  
|                                                     |   |              |   |   |              |  
|Going concern  Note 1                               |   |              |   |   |              |  

See Accompanying Notes to Consolidated Financial Statements.

---

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

|                                   |   |              |   |   |                |   |   | June 15, 1998 |  
|---------------------------------- | - | ------------ | - | - | -------------- | - | - | ------------- | -
|                                   |   | Year ended   |   |   | (inception) to |  
|                                   |   | December 31, |   |   | December 31,   |   |   | December 31,  |  
|                                   |   | 2008         |   |   | 2007           |   |   | 2008          |  
|                                   |   |              |   |   |                |   |   |               |  
|Revenues                           | $ | -            |   | $ | 50,000         |   | $ | 144,000       |  
|                                   |   |              |   |   |                |   |   |               |  
|Operating expenses                 |   |              |   |   |                |   |   |               |  
|Exploration
      and development  |   | -            |   |   | 131            |   |   | 109,040       |  
|General and administrative         |   | 20,290       |   |   | 21,863         |   |   | 155,970       |  
|                                   |   | ( 20,290     | ) |   | ( 21,994       | ) |   | ( 265,010     | )
|                                   |   |              |   |   |                |   |   |               |  
|Income (loss) before other expense |   | (20,290      | ) |   | 28,006         |   |   | (121,010      | )
|                                   |   |              |   |   |                |   |   |               |  
|Other expense - interest           |   | (9,406       | ) |   | ( 3,355        | ) |   | ( 20,354      | )
|                                   |   |              |   |   |                |   |   |               |  
|Net income (loss)                  |   | (29,696      | ) |   | 24,651         |   |   | (141,364      | )
|                                   |   |              |   |   |                |   |   |               |  
|Other comprehensive income (loss)  |   |              |   |   |                |   |   |               |  
|Translation gain (loss)            |   | 5,639        |   |   | ( 3,445        | ) |   | ( 2,101       | )
|                                   |   |              |   |   |                |   |   |               |  
|Total comprehensive loss           | $ | (24,057      | ) | $ | (21,206        | ) | $ | (143,465      | )
|                                   |   |              |   |   |                |   |   |               |  
|                                   |   |              |   |   |                |   |   |               |  
|Net income (loss) per share,       |   |              |   |   |                |   |   |               |  
|basic and diluted                  | $ | (0.00        | ) | $ | 0.00           |   |   |               |  
|                                   |   |              |   |   |                |   |   |               |  
|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)

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


See Accompanying Notes to Consolidated Financial Statements.

---

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

|                                                           |   |              |   |   |                |   |   | June 15, 1998 |  
|---------------------------------------------------------- | - | ------------ | - | - | -------------- | - | - | ------------- | -
|                                                           |   | Year Ended   |   |   | (inception) to |  
|                                                           |   | December 31, |   |   | December 31,   |   |   | December 31,  |  
|                                                           |   | 2008         |   |   | 2007           |   |   | 2008          |  
|                                                           |   |              |   |   |                |   |   |               |  
|Cash Flows From                                            |   |              |   |   |                |   |   |               |  
|Operating Activities                                       |   |              |   |   |                |   |   |               |  
|Net income (loss)                                          | $ | (29,696      | ) | $ | 24,651         |   | $ | (141,364      | )
|Amortization of convertible debt discount                  |   |              |   |   |                |   |   |               |  
|recorded
      as interest                                 |   | 6,000        |   |   | -              |   |   | 6,000         |  
|Adjustments to reconcile net loss                          |   |              |   |   |                |   |   |               |  
|to cash used in
      operating activities:                |   |              |   |   |                |   |   |               |  
|Changes
      in assets and liabilities                    |   |              |   |   |                |   |   |               |  
|(Increase) decrease in deposits                            |   | -            |   |   | 4,290          |   |   | -             |  
|(Increase) decrease in prepaid expenses                    |   | -            |   |   | 1,001          |   |   | -             |  
|Increase (decrease) in accounts payable
      and accruals |   | 754          |   |   | 4,721          |   |   | 7,975         |  
|Increase (decrease) in deferred revenue                    |   | -            |   |   | (50,000        | ) |   | -             |  
|                                                           |   |              |   |   |                |   |   |               |  
|Net cash used in operating activities                      | $ | (22,942      | ) | $ | (15,337        | ) |   | (127,389      | )
|                                                           |   |              |   |   |                |   |   |               |  
|Cash Flows From                                            |   |              |   |   |                |   |   |               |  
|Investing Activities                                       |   |              |   |   |                |   |   |               |  
|Net cash provided used in investing activities             | $ | -            |   | $ | -              |   |   | -             |  
|                                                           |   |              |   |   |                |   |   |               |  
|Cash Flows From                                            |   |              |   |   |                |   |   |               |  
|Financing Activities                                       |   |              |   |   |                |   |   |               |  
|Issuance of common stock                                   | $ | -            |   | $ | -              |   | $ | 113,020       |  
|Capital contribution                                       |   | -            |   |   | -              |   |   | (57,118       | )
|Notes payable                                              |   | (2,428       | ) |   | 33,125         |   |   | 59,494        |  
|Proceeds of convertible
      note payable                 |   | 40,000       |   |   |                |   |   | 40,000        |  
|Related party advances                                     |   | 561          |   |   | (29,128        | ) |   | 561           |  
|                                                           |   |              |   |   |                |   |   |               |  
|Net cash provided by (used in) financing activities        | $ | 38,133       |   | $ | 3,997          |   | $ | 155,957       |  
|                                                           |   |              |   |   |                |   |   |               |  
|Effect of foreign currency translation                     |   |              |   |   |                |   |   |               |  
|on cash and cash equivalents                               | $ | 5,639        |   | $ | (3,445         | ) | $ | (2,101        | )
|                                                           |   |              |   |   |                |   |   |               |  
|Net increase (decrease) in cash                            | $ | 20,830       |   | $ | (14,785        | ) | $ | 26,467        |  
|                                                           |   |              |   |   |                |   |   |               |  
|Cash, beginning of period                                  |   | 5,637        |   |   | 20,422         |   |   | -             |  
|                                                           |   |              |   |   |                |   |   |               |  
|Cash, end of period                                        | $ | 26,467       |   | $ | 5,637          |   | $ | 26,467        |  
|                                                           |   |              |   |   |                |   |   |               |  
|                                                           |   |              |   |   |                |   |   |               |  
|SUPPLEMENTAL DISCLOSURE                                    |   |              |   |   |                |   |   |               |  
|                                                           |   |              |   |   |                |   |   |               |  
|Interest and taxes paid                                    | $ | 3,406        |   | $ | 3,355          |   | $ | 2,354         |  

See Accompanying Notes to Consolidated Financial Statements

---

**MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31,
  2008**

|Note 1 | 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. Madison Explorations, Inc. was formerly known
      as Madison-Taylor General Contractors, Inc. The Company is engaged in
      activities related to the exploration for mineral resources in Canada. The
      Company currently has operations in the exploration of natural resources
      and, in accordance with Statement of Financial Accounting Standard (SFAS)
      No. 7, "ACCOUNTING AND REPORTING BY EXPLORATION STAGE ENTERPRISES," is
      considered an Exploration Stage Enterprise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company intends to develop the properties from early
      stage exploration through completion of the exploration phase. Prior to
      any further exploration decisions, a mineral deposit must be appropriately
      assessed. Gathering this data usually takes several years. Once the
      appropriate data has been gathered, management will determine whether and
      how to proceed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company incorporated Scout Resources, Inc. as a
      wholly owned subsidiary to conduct the Canadian exploration activities of
      the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company is in the business of diamond exploration.
      Management plans to further evaluate, develop and exploit their interests
      in diamond mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | These 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. As at December 31, 2008, the Company had not
      yet achieved profitable operations, has accumulated losses of $135,364
      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 believes 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 2 | 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 December 31, 2008, the Company did not have any cash
      equivalents (2007  $nil). As at December 31, 2008, $982 was deposited in
      accounts that were federally insured (2007 - $1,620).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

8

---

**MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31,
  2008**

|Note 2 | Summary of Significant Accounting Policies -
      continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | c) Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The Company recognizes revenue when a contract is in
      place, minerals are delivered to the purchaser and collectability is
      reasonably assured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | d) Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The Company has adopted the new SFAS No. 123R "Share
      Based Payments" in accounting for stock options and similar equity
      instruments. Accordingly, compensation costs attributable to stock options
      or similar equity instruments granted to employees are measured at the
      fair value at the grant date, and expensed over the expected service
      period with a corresponding increase to additional paid-in capital.
      Transactions in which goods or services are received from non-employees in
      exchange for the issuance of equity instruments are accounted for based on
      the fair value of the consideration received or the fair value of the
      equity instruments issued, whichever is more reliably measurable. As at
      December 31, 2008 the Company has not issued any stock options or similar
      equity instruments.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | e) Basic and Diluted Net Income (Loss) per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The Company reports basic loss per share in accordance
      with Statement of Financial Accounting Standards No. 128, Earnings Per
      Share and International Accounting Standards IAS 33. Basic net income
      (loss) per share is computed by dividing net income (loss) available to
      common stockholders by the weighted average number of common shares
      outstanding during the period. Diluted net income (loss) per share on the
      potential exercise of the equity-based financial instruments is not
      presented where anti-dilutive.                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | f) Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | In accordance with SFAS 130, "Reporting Comprehensive
      Income" ("SFAS 130"), comprehensive income consists of net income and
      other gains and losses affecting stockholder's equity that are excluded
      from net income, such as unrealized gains and losses on investments
      available for sale, foreign currency translation gains and losses and
      minimum pension liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | g) Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires management to make estimates and assumptions that affect
      the amounts reported in the financial statements and accompanying
      disclosures. Although these estimates are based on management's best
      knowledge of current events and actions the Company may undertake in the
      future, actual results may ultimately differ from the estimates.
      Management believes such estimates to be reasonable.                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | h) Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Effective June 1, 2008, the Company adopted SFAS No. 157,
      'Fair Value Measurements,' for all financial instruments and non-financial
      instruments accounted for at fair value on a recurring basis. SFAS 157
      establishes a single definition of fair value and a framework for
      measuring fair value, sets out a fair value hierarchy to be used to
      classify the source of information used in fair value measurement and
      expands disclosures about fair value measurements required under other
      accounting                                                                                                                                                                                                                                                                                                                                   

---

**MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31,
  2008**

|Note 2 | Summary of Significant
      Accounting Policies - continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | h) Fair Value Measurements  (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | pronouncements. It does not change existing guidance as
      to whether or not an instrument is carried at fair value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | SFAS 157 established market and observable inputs as the
      preferred source of values, followed by assumptions based on hypothetical
      transaction in the absence of market inputs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The valuation techniques required by SFAS 157 are based
      upon observable and unobservable inputs. Observable inputs reflect market
      data obtained from independent sources, while unobservable inputs reflect
      the Company's market assumptions. These two types of inputs create the
      following fair value hierarchy:                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Level 1 - Quoted prices in active markets for identical
      asset or liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Level 2 - Observable inputs other than quoted prices
      included in Level 1, such as quoted prices for similar assets and
      liabilities in active markets; quoted prices for identical or similar
      assets and liabilities in markets that are not active; or other inputs
      that are observable or can be corroborated by observable market data.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Level 3 - Unobservable inputs that are supported by
      little or no market activity and that are significant to the fair value of
      the assets or liabilities. This includes certain pricing models,
      discounted cash flow methodologies and similar techniques that use
      significant unobservable inputs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | In October 2008, the FASB issued FASB Staff Position No.
      FAS 157-3, Determining the Fair Value of a Financial Asset in a Market
      That Is Not Active (FSP 157-3), which clarifies the application of SFAS
      157 when the market for a financial asset is inactive. Specifically, FSP
      157-3 clarifies how (1) managements internal assumptions should be
      considered in measuring fair value when observable data are not present,
      (2) observable market information from an inactive market should be taken
      into account, and (3) the use of broker quotes or pricing services should
      be considered in assessing the relevance of observable and unobservable
      data to measure fair value. The guidance in FSP 157-3 became effective
      immediately.

| | i) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | Fair Value:                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The fair value of cash and cash equivalents, accounts
      payable and accrued liabilities, notes payable and accrued interest and
      advances from a related party were estimated to approximate their carrying
      values due to the immediate short-term maturity of these financial
      instruments.                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The fair value of the convertible note payable was based on its beneficial conversion feature at the time of commitment, which requires allocation 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.                                                                                                                                                                                                                                                                                                                                                                                  

---

**MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31,
  2008**

|Note 2 | Summary of Significant Accounting Policies -
      continued                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | i) Financial Instruments  (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Risks:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Financial instruments that potentially subject the
      Company to credit risk consist principally of cash. Management does not
      believe the Company is exposed to significant credit risk.                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Management, as well, does not believe the Company is
      exposed to significant interest rate risks during the period presented in
      these financial statements.                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The accompanying financial statements do not include any
      adjustments that might result from the eventual outcome of the risks and
      uncertainties described above.                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | j) Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Company accounts for income taxes under an asset and
      liability approach that requires the recognition of deferred tax assets
      and liabilities for the expected future tax consequences of events that
      have been recognized in the Company's financial statements or tax returns.
      In estimating future tax consequences, all expected future events other
      than enactment of changes in the tax laws or rates are considered.                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Due to the uncertainty regarding the Company's future
      profitability, the future tax benefits of its losses have been fully
      reserved.                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | k) Impairment of Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Impairment losses on long-lived assets, such as mining
      claims, are recognized when events or changes in circumstances indicate
      that the undiscounted cash flows estimated to be generated by such assets
      are less than their carrying value and, accordingly, all or a portion of
      such carrying value may not be recoverable. Impairment losses are then
      measured by comparing the fair value of assets to their carrying amounts.                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | l) Foreign Currency Translation and Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Company's functional currency is US dollars. Foreign
      currency balances are translated into US dollars as follows:                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | 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                                                                   

---

**MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31,
  2008**

|Note 2 | Summary of Significant
      Accounting Policies (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | l) Foreign Currency Translation and Transactions 
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | comprehensive income in the statement of stockholders'
      deficit while foreign currency transaction gains and losses are included
      in operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | m) Mining Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Exploration and evaluation costs are expensed as
      incurred. Management's decision to develop or mine a property is based on
      an assessment of the viability of the property and the availability of
      financing. The Company will capitalize mining exploration and other
      related costs attributable to reserves when a definitive feasibility study
      establishes proven and probable reserves. Capitalized mining costs will be
      expensed using the unit of production method and will also be subject to
      an impairment assessment.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | n) Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The consolidated financial statements include the
      accounts of the Company and its subsidiary, Scout Resources Inc. All
      significant inter-company balances and transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | o) Derivative Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Financial Accounting Standards Board issued Statement
      of Financial Accounting Standards (SFAS) No. 133, Accounting for
      Derivative Instruments and Hedging Activities, as amended by SFAS No.
      137, Accounting for Derivative Instruments and Hedging Activities 
      Deferral of the Effective Date of FASB No. 133, SFAS No. 138, Accounting
      for Certain Derivative Instruments and Certain Hedging Activities, and
      SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and
      Hedging Activities, which is effective for the Company as of its
      inception. These statements establish accounting and reporting standards
      for derivative instruments, including certain derivative instruments
      embedded in other contracts, and for hedging activities. They require that
      an entity recognize all derivatives as either assets or liabilities in the
      balance sheet and measure those instruments at fair value.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | If certain conditions are met, a derivative may be
      specifically designated as a hedge, the objective of which is to match the
      timing of gain or loss recognition on the hedging derivative with the
      recognition of (i) the changes in the fair value of the hedged asset or
      liability that are attributable to the hedged risk or (ii) the earnings
      effect of the hedged forecasted transaction. For a derivative not
      designated as a hedging instrument, the gain or loss is recognized in
      income in the period of change. The Company has not entered into
      derivative contracts to hedge existing risks or for speculative purposes.                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | p) Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | In December 2007, the FASB issued SFAS 141(revised 2007),
      Business Combinations (SFAS 141R). SFAS 141R will significantly change
      the accounting for business combinations in a number of areas including
      the treatment of contingent consideration, contingencies, acquisition
      costs, IPR&D and restructuring costs. In addition, under SFAS 141R,
      changes in deferred tax asset valuation allowances and acquired income tax
      uncertainties in a business combination after the measurement period will
      impact income tax expense. SFAS 141R is effective for fiscal years
      beginning after December 15, 2008. The Company is currently evaluating the
      impact of SFAS 141(R) on its financial statements but does not expect it
      to have a material effect.                                                                                                                                                                                      

---

**MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31,
  2008**

|Note 2 | Summary of Significant Accounting Policies
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | p) Recent Accounting Pronouncements - (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | In December 2007, the FASB issued SFAS 160,
      Noncontrolling Interests in Consolidated Financial Statements, an
      amendment of ARB No. 51 (SFAS 160). SFAS 160 will change the accounting
      and reporting for minority interests, which will be recharacterized as
      noncontrolling interests (NCI) and classified as a component of equity.
      This new consolidation method will significantly change the account with
      minority interest holders. SFAS 160 is effective for fiscal years
      beginning after December 15, 2008. The Company is currently evaluating the
      impact of SFAS160 on its financial statements but does not expect it to
      have a material effect.                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | In March 2008, the FASB issued SFAS No. 161 Disclosure
      About Derivative Instruments and Hedging Activities-an amendment to FASB
      Statement 133 (SFAS 161). SFAS 161 requires enhanced disclosures about
      derivatives and hedging activities and the reasons for using them. SFAS
      161 is effective for fiscal years beginning after November 15, 2008. The
      Company is currently reviewing the provisions of SFAS 161 on its financial
      statements but does not expect it to have a material effect.                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | In May 2008, the FASB issued SFAS 162, The hierarchy of
      Generally Accepted Accounting Principles (SFAS 162). SFAS 162
      identifies the sources of accounting principles and the frame work for
      selecting the principles used in the preparation of financial statements
      of nongovernmental entities that are presented in conformity with
      generally accepted accounting principles. This statement shall be
      effective 60 days after the SECs approval of the Public Company
      Accounting Oversight Board amendment to AU Section 411, the Meaning of
      Present Fairly in Conformity with Generally Accepted Accounting
      Principles. The Company is currently reviewing the provisions of SFAS 162
      on its financial statements but does not expect it to have a material
      effect.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | In May 2008, the FASB issued SFAS No. 163, Accounting
      for Financial Guarantee Insurance Contracts  and interpretation of FASB
      Statement No. 60 (SFAS 163. SFAS 163 interprets Statement 60 and amends
      existing accounting pronouncements to clarify their application to the
      financial guarantee insurance contracts included within the scope of that
      statement. SFAS 163 is effective for fifnancial statements issued for
      fiscal years beginning after December 15, 2008, and all interim periods
      within those fiscal years. The Company is currently reviewing the
      provisions of SFAS 163 on its financial statements but does not expect it
      to have a material effect.                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Note 3 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                             

---

**MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31,
  2008**

|Note 4 | Notes Payable                                                                                                  
|------ | ---------------------------------------------------------------------------------------------------------------
|       |                                                                                                                
|       | The Company has two notes payable to Paleface Holdings
      Inc. Each note is unsecured and payable on demand.

| | a) | $25,000 note with annual interest payable at
      8%.                                                                                                                                                                                                                                
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                       
| |    | As at December 31, 2008, accrued interest on the note was
      $7,797 (2007 - $5,797). The note payable balance including accrued
      interest was $32,797 as at December 31, 2008 (2007 - $30,797). Interest on
      the debt for each year was $2,000.MADISON EXPLORATIONS, INC.
| |    |                                                                                                                                                                                                                                                                                       
| | b) | $24,249 ($30,000 CDN) with annual interest payable at
      5%                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                       
| |    | As at December 31, 2008, accrued interest on the note was
      $2,148 (2007 - $1,125). The note payable balance including accrued
      interest was $26,697 as at December 31, 2008 (2007 - $31,125). Interest on
      debt was $1,406 in 2008 and $1,375 in 2008.                 

|Note 5 | Convertible Note
      Payable                                                                                                                                                                                                                                                                                                                                                                        
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The note is non-interest bearing, unsecured and payable
      on demand. At any time prior to repayment any portion or the entire note
      may be converted into common stock at the discretion of the holder on the
      basis of $.01 of debt to 1 share. The effect that conversion would have on
      earnings per share has not been disclosed due to the current anti-dilutive
      effect.
|       |                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The balance in convertible note
      payable at December 31, 2008 is as follows:                                                                                                                                                                                                                                                                                                                     

| | Proceeds from promissory note                       | $ | 40,000 | 
| | --------------------------------------------------- | - | ------ | 
| | Value allocated to additional paid-in capital       |   | 40,000 | 
| | Balance allocated to convertible note
      payable |   | -      | 
| | Amortized discount                                  |   | 6,000  | 
| |                                                     |   |        | 
| | Balance, convertible note payable                   | $ | 6,000  | 

|       | The total discount of $40,000 is being amortized over 5
      years starting April, 2008. Accordingly, the annual interest rate is 20%
      and for the year ended December 31, 2008, $6,000 was recorded as interest
      expense. As at December 31, 2008, the unamortized discount is $32,000.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                    
|Note 6 | Related Party Advance                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                    
|       | During the year, the President advanced the Company funds
      repayable without interest or any other terms. There were no other related
      party transactions. (2007  $nil)                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                    
|Note 7 | Common Stock                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                    
|       | On June 15, 1998 the Company authorized and issued
      53,750,000 shares of its common stock in consideration of $430 in cash.
      ($.000008 per share.)                                                                                                                                       

---

**MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31,
  2008**

|Note 7 | Common Stock 
      (continued)                                                                                                                                                                                                                                                         
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                          
|       | On June 7, 2004 the Company issued 59,070,000 in
      consideration of $472 in cash. ($.000008 per share.)                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                          
|       | On June 14, the Company approved a forward stock split of
      5,000:1. These financial statements have been retroactively adjusted to
      effect this split.                                                                                                                         
|       |                                                                                                                                                                                                                                                                                          
|       | On March 30, 2006 the Company entered into a private
      placement agreement whereby the Company issued 200,000 Regulation-S shares
      in exchange for $50,000. ($.25 per share) There are no shares subject to
      warrants, options or other agreements as at December 31, 2008.
|       |                                                                                                                                                                                                                                                                                          
|Note 8 | Income Taxes                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                          
|       | Income tax recovery differs from that which would be
      expected from applying the effective tax rates to the net income (loss) as
      follows:                                                                                                                                     

| |                                               |   |             |   |   |             |   |   | Cumulative from |  
| | --------------------------------------------- | - | ----------- | - | - | ----------- | - | - | --------------- | -
| |                                               |   |             |   |   |             |   |   | Inception on    |  
| |                                               |   |             |   |   |             |   |   | June 15, 1998   |  
| |                                               |   |             |   |   |             |   |   | through         |  
| |                                               |   | December 31 |   |   | December 31 |   |   | December 31     |  
| |                                               |   | 2008        |   |   | 2007        |   |   | 2008            |  
| |                                               |   |             |   |   |             |   |   |                 |  
| | Statutory and effective tax rates             |   | 31.0%       |   |   | 34.1%       |   |   | 31.0%           |  
| | Net income (loss) for the period              | $ | (29,963     | ) | $ | 24,651      |   | $ | (141,364        | )
| | Permanent timing difference                   |   | 6,000       |   |   | -           |   |   | 6,000           |  
| |                                               |   |             |   |   |             |   |   |                 |  
| | Net income (loss) subject to income tax       | $ | (23,963     | ) | $ | 24,651      |   | $ | (135,364        | )
| | Income taxes expense (recovery) at the        |   |             |   |   |             |   |   |                 |  
| | effective rate                                | $ | (7,429      | ) | $ | 8,406       |   | $ | (41,963         | )
| | Tax losses carryforward deferred (recognized) |   | 7,429       |   |   | (8,406      | ) |   | 41,963          |  
| |                                               |   |             |   |   |             |   |   |                 |  
| | Corporate income tax expense and corporate    |   |             |   |   |             |   |   |                 |  
| | income taxes payable                          | $ | -           |   | $ | -           |   | $ | -               |  

As at December 31, 2008 the tax effect
  of the temporary timing differences that give rise to significant components of
  deferred income tax asset are noted below. A valuation allowance has been
  recorded as management believes it is more likely than not that the deferred
  income tax asset will not be realized.

---

MADISON EXPLORATIONS, INC. 
  (An Exploration Stage
  Enterprise)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    DECEMBER
    31, 2008

|Note 8 | Income taxes
      (continued)
|------ | ------------------------------

| |                           |   | December 31 |   |   | December 31 |  
| | ------------------------- | - | ----------- | - | - | ----------- | -
| |                           |   | 2008        |   |   | 2007        |  
| |                           |   |             |   |   |             |  
| | Tax loss carried forward  | $ | 135,364     |   | $ | 111,668     |  
| |                           |   |             |   |   |             |  
| | Deferred tax assets       | $ | 41,963      |   | $ | 38,079      |  
| | Valuation allowance       |   | (41,963     | ) |   | (38,079     | )
| |                           |   |             |   |   |             |  
| | Deferred taxes recognized | $ |            |   | $ |            |  

The valuation allowance increased
  $3,844 during 2008.

As at December 31, 2008, there were
  approximately $135,000 in non-capital income tax losses carry forward that,
  under normal circumstances, will expire between 2011 and 2028.

---

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

During the current financial year Kyle L. Tingle, CPA, LLC was
replaced as our independent registered accountants by K.R. Margetson Ltd. ,
Chartered Accountants. We had no disagreements with either accountants during
the current financial year.

ITEM 8A. CONTROLS AND PROCEDURES.

The management of the Company is responsible for establishing
and maintaining adequate internal control over financial reporting, as required
by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over
financial reporting is a process designed under the supervision of the Company's
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company's financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.

As of December 31, 2008, management assessed the effectiveness
of the Company's internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments. Based on that evaluation, they concluded that, during the
period covered by this report, such internal controls and procedures were not
effective to detect the inappropriate application of US GAAP rules as more fully
described below. This was due to deficiencies that existed in the design or
operation of our internal control over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.

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

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

We are committed to improving our financial organization. As
part of this commitment, we will create a position to segregate duties
consistent with control objectives and will increase our personnel resources and
technical accounting expertise within the accounting function when funds are
available to the Company: i) Appointing one or more outside directors to our
board of directors who shall be appointed to the audit committee of the Company
resulting in a fully functioning audit committee who will undertake the
oversight in the establishment and monitoring of required internal controls and
procedures; and ii) Preparing and implementing sufficient written policies and
checklists which will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements.

Management believes that the appointment of one or more outside
directors, who shall be appointed to a fully functioning audit committee, will
remedy the lack of a functioning audit committee and a lack of a majority of
outside directors on the Company's Board. In addition, management believes that
preparing and implementing sufficient written policies and checklists will
remedy the following material weaknesses (i) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and
(ii) ineffective controls over period end financial close and reporting
processes. Further, management believes that the hiring of additional personnel
who have the technical expertise and knowledge will result proper segregation of
duties and provide more checks and balances within the department. Additional
personnel will also provide the cross training needed to support the Company if
personnel turn over issues within the department occur. This coupled with the
appointment of additional outside directors will greatly decrease any control
and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of
our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow. This annual report does not include an attestation report of the
Company's registered accounting firm regarding internal control over financial
reporting. Management's report is not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission.

---

ITEM 8B. CHANGES IN INTERNAL CONTROL

There have been no changes in our internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred
during the small business issuer's last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

---

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table sets forth the name, address and position
of each of our executive officers and directors as of the date hereof:

|Name                                                                          | Age | Position                               
|----------------------------------------------------------------------------- | --- | ---------------------------------------
|                                                                              |     |                                        
|Joseph Gallo 4448 Patterdale Street
      North Vancouver, BC Canada, V7R 4L2 | 49  | Director and President                 
|                                                                              |     |                                        
|Steven Cozine 8701-1460 Barclay Street
      Vancouver, BC                    | 43  | Director, Secretary and
      Treasurer

Joseph Gallo

Mr.Gallo developed his managerial skills while moving up the
store managerial ranks with Canada Safeway, Ltd., starting as a clerk in 1977,
through service as a Team Leader and becoming an Assistant Store Manager and
Store Closer, a position which he held until his resignation in 2006. Since
2006, he has devoted his time to developing his residential construction and
rehabilitation business (d/b/a "Solid Construction") which he founded and has
run since 1992. In 1986, Mr. Gallo founded Jovic Plasticfacture, to which he
assigned the patent for the bicycle brake light which he had invented which
incorporated microprocessor technology ("speed indicating light mechanism"). The
product was voted the most innovative product of the year by the Vancouver
Design Group, was awarded two governmental grants, and the company
commercialized the product until 1991. Mr. Gallo's past experience includes the
staking of mineral exploration properties for companies such as US Diamonds
Corporation and Atlas Corporation.

Steven Cozine

Mr. Cozine, from 2001 to the present, has primarily been a
business consultant to private and public corporations. In addition, from
February, 2005 to March, 2007 he served as the primary officer and director of
Zandaria Ventures Inc., a US reporting public company. From May 1993 to August
1999 he was a director of Kelso Technologies, Inc., (a British Columbia
reporting company) which he rejoined in Fall, 2006 as a Vice President. Also,
from September 2001 to January 2003 he was a director of Normabec Mining
Resources (a Quebec reporting issuer). From January 1998 to December 2000 Mr.
Cozine was Vice President of Marketing for Saturna Island Vineyards.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Security Exchange Act of 1934 requires
directors, executive officers and 10% or greater shareholders of the Company to
file with the Securities and Exchange Commission initial reports of ownership
(Form 3) and reports of changes in ownership of equity securities of the Company
(Form 4 and Form 5) and to provide copies of all such Forms as filed to the
Company. Based solely on our review of the copies of these forms received by us
or representations from certain reporting persons, we believe that SEC
beneficial ownership reporting requirements for fiscal 2008 were met.

Due to the complexity of the reporting rules, we expect to
institute procedures to assist our officers and directors with these
obligations.

CODE OF ETHICS

The Company's board of directors has not adopted a code of
ethics (the "Code") that applies to members of our Board of Directors, its
officers including its Chief Executive Officer (being its principal executive
officer), and its chief financial officer (being its principal financial and
accounting officer). Because the Company currently has only two executive
officers (both of whom are also directors of the Company), it is not considered
necessary for the Company to adopt a Code of Business Conduct and Ethics. Once
the Company's operations expand and it has additional employees, the Company
intends to adopt a Code of Business Conduct and Ethics.

ITEM 10. EXECUTIVE COMPENSATION.

Our officers and directors may be deemed parents and promoters
of the Company as those terms are defined by the Securities Act of 1933, as
amended. All directors hold office until the next annual stockholder's meeting
or until their death, resignation, retirement, removal, disqualification, or
until their successors have been elected and qualified. Officers of the Company
serve at the will of the Board of Directors.

No remuneration has been paid for officers and directors except
reimbursement for out-of-pocket expenditures for activities on the Company's
behalf. None of the officers and directors anticipates devoting more than 10% of
his time to Company activities.

The Company has paid no compensation or consulting fees to its
executive officers as a group. The Company is not a party to any employment
agreements. The Company has no retirement pension, profit sharing or stock
option plans or insurance or medical reimbursement plans covering its officers
and directors,

---

and does not contemplate implementing any such plans at this
time.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth the name and address of each
officer and director of the Company and each person who owns beneficially more
than five percent of the Common Stock of the Company, and the number of shares
owned by each such person and by all officers and directors as a group:

|               | Name and Address                                                       | Amount and Nature         | Percentage    
|-------------- | ---------------------------------------------------------------------- | ------------------------- | --------------
|Title of Class | of
      Beneficial Owner                                              | of
      Beneficial Owner | of
      Class
|               |                                                                        |                           |               
|Common         | Joseph Gallo 4448
      Patterdale Street. North Vancouver, BC V7R 4L8 | 30,885,000                | 27.32%        
|               |                                                                        |                           |               
|Common         | Steven Cozine 701-1460
      Barclay Street. Vancouver, BC V6G 1J5     | 33,385,000                | 29.54%        
|               |                                                                        |                           |               
|Common         | All Officers and Directors
      as a Group (two [2] individual)       | 64,270,000                | 56.86%        

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS.

None.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The officers and directors may be deemed parents and promoters
of the Company as those terms are defined by the Securities Act of 1933, as
amended. All directors hold office until the next annual stockholder's meeting
or until their death, resignation, retirement, removal, disqualification, or
until their successors have been elected and qualified. Officers of the Company
serve at the will of the Board of Directors.

Any transactions between the Company and our officers and
directors or five (5%) shareholders and their respective affiliates will be on
terms no less favorable than those terms which could be obtained from
unaffiliated third parties and said transactions will be approved by a majority
of the disinterested directors.

ITEM 13. EXHIBITS.

|Exhibit Number                           | Description of Document                                                      
|---------------------------------------- | -----------------------------------------------------------------------------
|                                         |                                                                              
|Articles of Incorporation and Bylaws    
|3.1                                      | Articles of Incorporation, as amended (1)                                    
|3.2                                      | Bylaws (adopted prior to name change) (1)                                    
|                                         |                                                                              
|Material Contracts                      
|10.1                                     | Mineral Property Agreement Contract dated June 16, 2004 (1)                  
|10.2                                     | Amendment to Property Agreement [10.1] dated
      September 1, 2005 (2)     
|10.3                                     | Option Agreement dated September 14, 2005 with Echo Resources,
      Inc. (2)
|                                         |                                                                              
|                                         |                                                                              
|Rule 13a-14(a)/15d-14a(a) Certifications
|31.1                                     | Certification of Chief Executive
      Officer                               
|31.2                                     | Certification of
      Chief Financial Officer                               
|                                         |                                                                              
|Section 1350 Certifications             
|32.1                                     | Section 906 Certification of Chief
      Executive Officer                   
|32.2                                     | Section 906 Certification
      of Chief Financial Officer                   

(1) Previously filed on May 4, 2005 as part of the Company's
Registration Statement on Form 10SB12G, File No. 000-51302 (2) Previously
filed on November 4, 2005 as part of the Company's Registration Statement on
Form 10SB12G/A, File No. 000-51302 (3) Previously filed on December 22, 2005
as part of the Company's Registration Statement on Form 10SB12G/A, File No.
000-51302

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

During 2006 and 2005, the Company incurred the following fees
for professional services rendered by the principal accountant:

|                   |   | 2008  |  |   | 2007  | 
|------------------ | - | ----- |  | - | ----- | 
|Audit Fees         | $ | 8,000 |  | $ | 7,844 | 
|Audit Related Fees |   | 0     |  |   | 0     | 
|Tax and Other      |   | 0     |  |   | 0     | 
|Total              | $ | 8,000 |  | $ | 7,844 | 



---

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: April 10, 2009 | MADISON EXPLORATION, INC.
|--------------------- | -------------------------
|                      |                          
|                      |                          
|                      | BY:                      
|                      |                          
|                      |                          
|                      |                          
|                      |                          
|                      |                          
|                      | BY:                      
|                      |                          
|                      |                          

---