UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549





FORM
10-K








[
      X ]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended   December
31, 2009





[    ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from ______________ to ______________





Commission
file number    000-51302





MADISON
      EXPLORATIONS, INC.(Exact
      name of registrant as specified in its
charter)





Incorporated in the State of
      Nevada
            00-0000000(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)1100
      E. 29th
      Street, Suite 153
              North Vancouver, British Columbia,
      Canada
            V7K
  1C2(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code:  (778)
928-7677








Securities
registered pursuant to Section 12(b) of the Act:


Title
      of each class
            Name
      of each exchange on which registeredNone
            N/A








Securities
registered pursuant to Section 12(g) of the Act:








Common
      Stock - $0.001 par value(Title
      of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


[   ]
Yes         [ X
]  No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


[   ]
Yes         [ X
]  No





Note - Checking the box above
will not relieve any registrant required to file reports pursuant to Section 13
or Section 15(d) of the Exchange Act from their obligations under those
sections.




Page
- 1


Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
last 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.     [ X ]
Yes         [   ]  No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


[    ]
Yes         [   ]  No





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K 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.  [    ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange
Act.





Larger
accelerated
filer                   [     ]                                                                                              
Accelerated
filer                                                   
[     ]


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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


[
X ]
Yes         [   ]  No





State the
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was sold, or the average bid
and asked price of such common equity, as of the last business day of the
registrant’s most recently completed second fiscal quarter: $50,471,735 ($1.031509 X 48,930,000)
as of June 30, 2009





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





Class
            Outstanding at March 25,
    2010Common
      Stock - $0.001 par value
            113,200,000








Documents
incorporated by reference:  Exhibit 3.1 (Articles of Incorporation and
Certificate of Amendment) and Exhibit 3.2 (By-laws) both filed as exhibits to
Madison’s registration statement on Form 10-SB-2 filed on May 4, 2005; Exhibit
10.1 (Mineral Property Agreement) filed as an exhibit to Madison’s Form 10-SB-2
filed on May 4, 2005.




Page
- 2


Forward
Looking Statements





The
information in this annual report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  These forward-looking statements
involve risks and uncertainties, including statements regarding Madison’s
capital needs, business strategy and expectations.  Any statements
contained herein that are not statements of historical facts may be deemed to be
forward-looking statements.  In some cases, you can identify
forward-looking statements by terminology such as “may”, “will”, “should”,
“expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”,
“potential” or “continue”, the negative of such terms or other comparable
terminology. Actual events or results may differ materially.  In
evaluating these statements, you should consider various factors, including the
risks outlined from time to time, in other reports Madison’s files with the
Securities and Exchange Commission.





The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.  The forward-looking
statements in this Form 10-K for the fiscal year ended December 31, 2009, are
subject to risks and uncertainties that could cause actual results to differ
materially from the results expressed in or implied by the statements contained
in this report.  As a result, the identification and interpretation of
data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives requires the exercise of
judgment.  To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and
accordingly, no opinion is expressed on the achievability of those
forward-looking statements.  No assurance can be given that any of the
assumptions relating to the forward-looking statements specified in the
following information are accurate.





All
forward-looking statements are made as of the date of filing of this Form 10-K
and Madison disclaims any obligation to publicly update these statements, or
disclose any difference between its actual results and those reflected in these
statements.  Madison may, from time to time, make oral forward-looking
statements.  Madison strongly advises that the above paragraphs and
the risk factors described in this Annual Report and in Madison’s other
documents filed with the United States Securities and Exchange Commission should
be read for a description of certain factors that could cause the actual results
of Madison to materially differ from those in the oral forward-looking
statements. Madison disclaims any intention or obligation to update or revise
any oral or written forward-looking statements whether as a result of new
information, future events or otherwise.





PART
I





Item
1.                      Business.





(a)
            Business
      Development





Madison
Explorations, Inc. (“Madison”) is a Nevada
corporation that was incorporated on June 15, 1998.  Madison was
initially incorporated under the name “Madison-Taylor General Contractors,
Inc.”  Effective May 24, 2004, Madison changed its name to “Madison
Explorations, Inc.”





Madison
incorporated one wholly owned subsidiary named Scout Resources, Inc. to conduct
Canadian exploration activities and to ensure that Madison was in compliance
with local law that requires a domestic Canadian corporation to conduct local
exploration activities.  Both Madison and Scout Resources, Inc. will
be referred to collectively as the “Company”.





Madison
maintains its statutory resident agent’s office at 1859 Whitney Mesa Drive,
Henderson, Nevada, 89014 and its business office is located at 1100 E. 29th
Street, Suite 153, North Vancouver, British Columbia, V7K 1C2,
Canada.  Madison’s office telephone number is (778)
928-7677.





Madison
has an authorized capital of 500,000,000 shares of Common Stock with a par value
of $0.001 per share, of which 113,020,000 shares of Common Stock are currently
issued and outstanding.





Madison
maintains a website at HTTP://WWW.MADISONEXPLORATION.COM.  Madison’s
website and its linked contents are not part of this form





Madison
has not been involved in any bankruptcy, receivership or similar proceedings.
There has been no material reclassification, merger consolidation or purchase or
sale of a significant amount of assets not in the ordinary course of Madison’s
business.





Page
- 3


(b)
            Business
      of Madison





Madison
is engaged in the business of diamond exploration in the Southern area of the
Province of Saskatchewan, Canada. During the current financial year, Madison’s
two remaining claims expired on March 12, 2009.  Management is
currently evaluating mineral properties with the goal of identifying a property
for acquisition.  To date, Madison has not identified properties that
it intends to acquire and has not entered into any agreements for the
acquisition of any interest in a new mineral property.





Madison’s
viability and potential success lie in its 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 Madison 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.





Madison
has not generated any revenue or conducted any development operations since
inception.





Competition





The
mineral exploration business is an extremely competitive
industry.  Madison is competing with many other exploration companies
looking for minerals.  Madison is one of the smallest exploration
companies and a very small participant in the mineral exploration
business.  Being a junior mineral exploration company, Madison
competes with other similar companies for financing and joint venture
partners.  Additionally, Madison competes for resources such as
professional geologists, camp staff, rental equipment, and mineral exploration
supplies.





Raw
Materials





The raw
materials for any of Madison’s exploration program will include camp equipment,
hand exploration tools, sample bags, first aid supplies, groceries and
propane.  All of these types of materials are readily available from a
variety of suppliers.  If heavy machinery and qualified operators are
required, Madison intends to contract the services of professional mining
contractors, drillers and geologist.





Dependence
on Major Customers





Madison
has no customers.





Patents/Trade
Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour
Contracts





Madison
has no intellectual property such as patents or trademarks. Additionally,
Madison has no royalty agreements or labor contracts.





Government
Controls and Regulations





Madison’s
business is subject to various levels of government controls and regulations,
which are supplemented and revised from time to time.  However,
Madison is unable to predict what additional legislation or revisions may be
proposed that might affect its business or when any such proposals, if enacted,
might become effective.  Such changes, however, could require
increased capital and operating expenditures and could prevent or delay certain
operations by Madison.





The
various levels of government controls and regulations address, among other
things, the environmental impact of mining and mineral processing
operations.  With respect to the regulation of mining and processing,
legislation and regulations in various jurisdictions establish performance
standards, air and water quality emission standards and other design or
operational requirements for various components of operations, including health
and safety standards.  Legislation and regulations also establish
requirements for decommissioning, reclamation and rehabilitation of mining
properties following the cessation of operations, and may require that some
former mining properties be managed for long periods of time.





Page
- 4


Costs
and Effects of Compliance with Environmental Laws





Madison
currently has no costs to comply with environmental laws.





Expenditures
on Research and Development During the Last Two Fiscal Years





Madison
has not incurred any research or development expenditures since its inception on
June 15, 1998.





Number
of Total Employees and Number of Full Time Employees





Madison
does not have any employees other than the directors and officers of
Madison.  Madison intends to retain the services of independent
geologists, prospectors and consultants on a contract basis to conduct the
exploration programs on as required throughout the course of its mineral
exploration program.





Item
1A.  Risk Factors.





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





Item
1B.  Unresolved Staff Comments.





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





Item
2.                      Properties.





Madison’s
executive offices are located at 1100 E. 29th
Street, Suite 153, North Vancouver, British Columbia, V7K 1C2,
Canada.





Madison
currently has no interest in any property.





Item
3.                      Legal
Proceedings.





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





Item
4.                      (Removed and
Reserved).





PART
II





Item
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.





(a)           Market
Information





Madison’s
Common Stock has been quoted on the NASD OTC Bulletin Board under the symbol
“MDEX” since April 26, 2006.  The table below gives the high and low
bid information for each fiscal quarter of trading and for the interim period
ended March 25, 2010.  The bid information was obtained from Pink OTC
Markets Inc. and reflects inter-dealer prices, without retail mark-up, mark-down
or commission, and may not represent actual transactions.




High
      & Low BidsPeriod
      ended
            High
            Low
            Source25
      March 2010
            $0.02
            $0.0051
            Pink
      OTC Markets Inc.31
      December 2009
            $0.026
            $0.021
            Pink
      OTC Markets Inc.30
      September 2009
            $0.025
            0.0051
            Pink
      OTC Markets Inc.30
      June 2009
            $0.01
            $0.005
            Pink
      OTC Markets Inc.31
      March 2009
            $0.01
            $0.005
            Pink
      OTC Markets Inc.31
      December 2008
            $0.03
            $0.005
            Pink
      OTC Markets Inc.30
      September 2008
            $0.043
            $0.03
            Pink
      OTC Markets Inc.30
      June 2008
            $0.05
            $0.03
            Pink
      OTC Markets Inc.31
      March 2008
            $0.04
            $0.025
            Pink
      OTC Markets Inc.





Page
- 5


(b)           Holders
of Record





Madison
has approximately 650 holders of record of Madison’s Common Stock as of December
31, 2009 according to a shareholders’ list provided by Madison’s transfer agent
as of that date.  The number of registered shareholders does not
include any estimate by Madison of the number of beneficial owners of Common
Stock held in street name.  The transfer agent for Madison’s Common
Stock is Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, Nevada,
89014 and their telephone number is 702-818-5898.





(c)           Dividends





Madison
has declared no dividends on its Common Stock, and is not subject to any
restrictions that limit its ability to pay dividends on its shares of Common
Stock.  Dividends are declared at the sole discretion of Madison’s
Board of Directors.





(d)  Recent
Sales of Unregistered Securities





There
have been no sales of unregistered securities within the last three years that
would be required to be disclosed pursuant to Item 701 of Regulation
S-K.





There are
no outstanding options or warrants to purchase, or securities convertible into,
shares of Madison’s Common Stock.





(e)
            Penny
      Stock Rules





Trading
in Madison’s Common Stock is subject to the “penny stock” rules.  The
SEC has adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions.  These rules require that any broker-dealer who
recommends Madison’s Common Stock to persons other than prior customers and
accredited investors, must, prior to the sale, make a special written
suitability determination for the purchaser and receive the purchaser’s written
agreement to execute the transaction.  Unless an exception is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated with trading in the penny stock
market.  In addition, broker-dealers must disclose commissions payable
to both the broker-dealer and the registered representative and current
quotations for the securities they offer.  The additional burdens
imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in Madison’s securities, which could severely limit
their market price and liquidity of Madison’s securities.  The
application of the “penny stock” rules may affect your ability to resell
Madison’s securities.





Item
6.  Selected Financial Data.





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





Item
7.                      Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.





THE
FOLLOWING PRESENTATION OF THE PLAN OF OPERATION OF MADISON EXPLORATIONS, INC.
SHOULD BE READ IN CONJUNCTION WITH THE AUDITED FINANCIAL STATEMENTS AND OTHER
FINANCIAL INFORMATION INCLUDED HEREIN.





Overview





Madison
was incorporated in the State of Nevada on June 15, 1998 under the name
“Madison-Taylor General Contractors, Inc.”  Effective May 24, 2004,
Madison changed its name to “Madison Explorations, Inc.”





Madison
is an exploration stage company.  Madison’s principal business is the
acquisition and exploration of mineral resources.  Madison does not
currently have any interest in any mineral exploration properties and is
presently seeking to acquire a new mineral or oil and gas exploration
property.





Management
has decided to expand Madison’s focus and identify and assess new projects for
acquisition purposes that are more global in nature.  Management will
continue to focus on exploring and adding value to the project interests already
acquired but will also now focus on new projects on an international
level.





Page
- 6


Plan
of Operation





During
the next 12 months management plans on acquiring an interest in a new mineral or
oil and gas exploration property.  Madison has minimal finances and
accordingly there is no assurance that it will be able to acquire an interest in
any new property.  Management anticipates that Madison will have to
complete additional financings in connection with the acquisition of any
interest in a new property.  To date, Madison has not entered into any
agreements for the acquisition of any interest in a new
property.  Further, Madison has no arrangements for any financing
required to funds our continued operations or the acquisition of any interest in
a new property.  Further, even if Madison is able to acquire an
interest in a new property, there is no assurance that it will be able to raise
the financing necessary to complete exploration of the new
property.  Based on Madison’s financial position, there is no
assurance that Madison will be able to continue its business
operations.





In
addition, management anticipates incurring the following expenses during the
next 12 month period:





·
            Management
      anticipates spending approximately $3,000 in ongoing general and
      administrative expenses per month for the next 12 months, for a total
      anticipated expenditure of $36,000 over the next 12 months.  The
      general and administrative expenses for the year will consist primarily of
      professional fees for the audit and legal work relating to Madison’s
      regulatory filings throughout the year, as well as transfer agent fees,
      annual mineral claim fees and general office
  expenses.





·
            Management
      anticipates spending approximately $12,000 in complying with Madison’s
      obligations as a reporting company under the Securities Exchange Act of
      1934.  These expenses will consist primarily of
      professional fees relating to the preparation of Madison’s financial
      statements and completing its annual report, quarterly report, and current
      report filings with the SEC.





As at
December 31, 2009, Madison had cash of $2,826 and a working capital deficit of
$89,939.  Accordingly, Madison will require additional financing in
the amount of $137,939 in order to fund its obligations as a reporting company
under the Securities Act of
1934and itsgeneral and
administrative expenses for the next 12 months.





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





Risk
Factors





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





Financial
Condition





As at
December 31, 2009, Madison had a cash balance of $2,826.  Management
does not anticipate generating any revenue for the foreseeable
future.  When additional funds become required, the additional funding
will come from equity financing from the sale of Madison’s Common
Stock.  If Madison is successful in completing an equity financing,
existing shareholders will experience dilution of their interest in
Madison.  Madison does not have any financing arranged and Madison
cannot provide investors with any assurance that Madison will be able to raise
sufficient funding from the sale of its Common Stock.  In the absence
of such financing, Madison’s business will fail.





Page
- 7


Based on
the nature of Madison’s business, management anticipates incurring operating
losses in the foreseeable future.  Management bases this expectation,
in part, on the fact that very few mineral claims in the exploration stage
ultimately develop into producing, profitable mines.  Madison’s future
financial results are also uncertain due to a number of factors, some of which
are outside its control.  These factors include, but are not limited
to:





·
            Madison’s
      ability to raise additional
funding;


·
            the
      market price for minerals;


·
            the
      results of Madison’s proposed exploration programs on its exploration
      mineral properties; and


·
            Madison’s
      ability to find joint venture partners for the development of its
      exploration mineral properties.





Due to
Madison’s lack of operating history and present inability to generate revenues,
Madison’s auditors have stated their opinion that there currently exists a
substantial doubt about Madison’s ability to continue as a going
concern.  Even if Madison acquires a mineral or oil and gas property
and raises the necessary capital to conduct an exploration program, and it is
successful in identifying a mineral deposit, Madison will have to spend
substantial funds on further drilling and engineering studies before it will
know if it has a commercially viable mineral deposit or reserve.





Functional
Currency





Madison’s
functional currency is the United States dollar.  Madison has
determined that its functional currency is the United States dollar for the
following reasons:





●      Madison’s current and future
financings are and will be in United States dollars;


●      Madison maintains a majority
of its cash holdings in United States dollars;


●      a
majority of Madison’s administrative expenses are undertaken in United States
dollars; and


●      all cash flows are generated
in United States dollars.





Exploration
Expenses – Canadian GAAP vs. US GAAP





Under
Canadian GAAP, mineral properties including exploration, development and
acquisition costs, may be carried at cost and charged to operations if the
properties are abandoned or impaired.  Under US GAAP, all expenditures
relating to mineral interests prior to the completion of a definitive
feasibility study, which establishes proven and probable reserves, must be
expensed as incurred.  Once a final feasibility study has been
completed, additional costs incurred to bring a mine into production are
capitalized as development costs.  Madison’s audited financial
statements use US GAAP.





Liquidity
and Capital Resources





As of
December 31, 2009, Madison had total assets of $2,826, and a working capital
deficit of $89,939, compared with a working capital deficit of $47,563 as of
December 31, 2008.  The increase in the working capital deficit was
primarily due to a decrease in cash, an increase in notes payable, and an
increase in accounts payable.  The assets consisted of $2,826 in cash
and the liabilities consisted of $10,879 in accounts payable, $67,325 in notes
payable and accrued interest, 14,000 in convertible notes payable, and $561 due
to a related party.





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





Net Cash Used in Operating
Activities





For the
fiscal year ended December 31, 2009, net cash used in operating activities
increased to $26,894 compared with $22,942 for the same period in the previous
fiscal year.  The increase was primarily due to an increase of $8,102
in net loss, an increase of $2,000 in interest on the convertible debt, and an
increase of $2,150 in accounts payable.





Net Cash Provided by Investing
Activities





Net cash
provided by investing activities was $nil for the fiscal year ended December 31,
2009 as compared with cash flow from investing activities of $nil for the same
period in the previous fiscal year.





Page
- 8


Net Cash Provided by Financing
Activities





Net cash
flows provided by financing activities decreased to $7,831 for the fiscal year
ended December 31, 2009 as compared with financing activities of $38,133 for the
same period in the previous fiscal year.  The net cash provided by
financing activities was due to the proceeds from notes payable.





Results
of Operation for the Period Ended December 31, 2009





Madison
has had $144,000 in operating revenues since its inception on June 15, 1998,
through to December 31, 2009, but no revenues for the past two fiscal
years.  Madison’s activities have been financed from the proceeds of
share subscriptions and proceeds from notes payable.  From its
inception, on June 15, 1998, to December 31, 2009 Madison has raised a total of
$113,020 from private offerings of its Common Stock.





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







For
      the Year Ended
              December
      31, 2009
              $
            For
      the Year Ended December 31, 2008
              $
            Accumulated
      from June 15, 1998
              (Date
      of Inception) to
              December
      31, 2009
              $(Audited)
            (Audited)
            (Audited)Revenue
            –
            –
            $          144,000Operating
      expensesExploration
      and Development
            –
            –
            109,040General
      and administrative
            26,470
            20,290
            182,440Other
      expense – interest
            (11,328)
            (9,406)
            (31,682)Net
      income (loss)
            (37,798)
            (29,696)
            (179,162)Translation
      gain (loss)
            (4,578)
            5,639
            (6,679)Total
      comprehensive loss
            (42,376)
            (24,057)
            (185,841)





Exploration
and Development





Exploration
and development expenses incurred since inception were attributable to the
payments made to maintain title to Madison’s mineral claims.





General
and Administrative





General
and administrative expenses are the general office and operational expenses of
Madison.  They include bank charges, filing and transfer agent fees,
website costs, and rent.





Off-Balance
Sheet Arrangements





Madison
has no off-balance sheet arrangements including arrangements that would affect
its liquidity, capital resources, market risk support and credit risk support or
other benefits.





Material
Commitments for Capital Expenditures





Madison
had no contingencies or long-term commitments at December 31, 2009.





Page
- 9


Tabular
Disclosure of Contractual Obligations





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





Critical
Accounting Policies





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





Use
of Estimates





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





Fair
Value Measurements





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





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.





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.  Madison will capitalize
mining exploration and other related costs attributable to reserves when a
definitive feasibility study establishes proven and probable
reserves.  Capitalized mining costs will be expensed using the unit of
production method and will also be subject to an impairment
assessment.





Page
- 10


Item
7A.  Quantitative and Qualitative Disclosures About Market
Risk.





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





Page
- 11


Item
8.                      Financial
Statements and Supplementary Data.








MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)





CONSOLIDATED
FINANCIAL STATEMENTS


DECEMBER
31, 2009








MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


CONTENTS








FINANCIAL
      STATEMENTSReport of
      Independant Accountant
            F-1Consolidated
      Balance Sheets
            F-2Consolidated
      Statements of Operations
            F-3Consolidated
      Statements of Stockholders’ Equity (Deficit)
            F-4Consolidated
      Statements of Cash Flows
            F-6Notes
      to Consolidated Financial Statements
            F-7
      – F-15











Page
- 12










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 sheets of Madison Explorations,
Inc. (an Exploration Stage Enterprise) as of December 31, 2009 and 2008 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the years ended December 31, 2009 and 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
audits.  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 dated March 25, 2008, expressed an unqualified opinion on
those statements.







We
conducted our audits 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 audits provide a reasonable basis for our opinion.




In our
opinion, based on our audits 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, 2009 and 2008 and the results of its operations
and its cash flows for the year ended December 31, 2009 and 2008 and for the
period from date of inception (June 15, 1998) to December 31, 2009 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


March 25,
2010





331 East
5th
Street                                                                                                                                                                                                                                          
Tel: 604-929-0819


North
Vancouver
BC                                                                                                                                                                                                                                 
Fax: 1-987-874-9583


Canada







F
- 1


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


CONSOLIDATED
BALANCE SHEETS





December
      31,
                
                
                December
      31,2009
                
                
                2008ASSETSCURRENT
      ASSETSCash
                
                $
                2,826
                
                
                $
                26,467Total
      assets
                
                $
                2,826
                
                
                $
                26,467LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                
                $
                10,879
                
                
                $
                7,975Notes
      payable and accrued interest – Note 4
                
                
                67,325
                
                
                
                59,494Convertible
      note payable – Note 5
                
                
                14,000
                
                
                
                6,000Related
      party advance – Note 6
                
                
                561
                
                
                
                561Total
      current liabilities
                
                
                92,765
                
                
                
                74,030STOCKHOLDERS’
      DEFICITCommon
      stock – Note 7$.001
      par value;Authorized
      500,000,000 shares;Issued
      and outstanding:  113,020,000 shares(June
      30, 2009 and December 31, 2008)
                
                
                113,020
                
                
                
                113,020Additional
      paid-in capital
                
                
                (17,118
                )
                
                
                (17,118
                )Accumulated
      other comprehensive loss
                
                
                (6,679
                )
                
                
                (2,101
                )Accumulated
      deficit during exploration stage
                
                
                (179,162
                )
                
                
                (141,364
                )Total
      stockholders’ deficiency
                
                
                (89,939
                )
                
                
                (47,563
                )Total
      liabilities and stockholders’ deficiency
                
                $
                2,826
                
                
                $
                26,467







Going
concern – Note 1






See
Accompanying Notes to Consolidated Financial Statements.










F
- 2








MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


CONSOLIDATED
STATEMENTS OF OPERATIONS


(UNAUDITED)


June
      15, 1998(inception)
      toDecember
      31,
              
              
              December
      31,
              
              
              December
      31,2009
              
              
              2008
              
              
              2009Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              144,000Operating
      expensesExploration
      and development
              
              
              -
              
              
              
              -
              
              
              
              109,040General
      and administrative
              
              
              26,470
              
              
              
              20,290
              
              
              
              182,440(26,470
              )
              
              
              (20,290
              )
              
              
              (291,480
              )Income
      (loss) before other expense
              
              
              (26,470
              )
              
              
              (20,290
              )
              
              
              (143,480
              )Other
      expense - interest
              
              
              (11,328
              )
              
              
              (9,406
              )
              
              
              (31,682
              )Net
      income (loss)
              
              
              (37,798
              )
              
              
              (29,696
              )
              
              
              (179,162
              )Other
      comprehensive income (loss)Translation
      gain (loss)
              
              
              (4,578
              )
              
              
              5,639
              
              
              
              (6,679
              )Total
      comprehensive loss
              
              $
              (42,376
              )
              
              $
              (24,057
              )
              
              $
              (185,841
              )Net
      income (loss) per share,basic
      and diluted
              
              $
              0.00
              
              
              $
              0.00Average
      number of sharesof
      common stock outstanding
              
              
              113,020,000
              
              
              
              113,020,000





See
Accompanying Notes to Consolidated Financial Statements.





F
- 3


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 for cash(.000008  per
      sh.)
              53,750,000
              
              $
              53,750
              $
              (53,320)
              $
              -
              $
              -
              $
              430Net
      loss, December 31, 1999
              
              
              
              -
              
              -
              
              -
              
              -
              
              -Balance,
      December 31, 1999
              53,750,000
              
              $
              53,750
              $
              (53,320)
              
              -
              $
              -
              $
              430Net
      loss, December 31, 2000
              
              
              
              -
              
              -
              ­
              -
              
              -
              
              -Balance,
      December 31, 2000
              53,750,000
              
              $
              53,750
              $
              (53,320)
              $
              -
              $
              -
              $
              430Net
      loss, December 31, 2001
              
              
              
              -
              
              -
              
              -
              
              -
              
              -Balance,
      December 31, 2001
              53,750,000
              
              $
              53,750
              $
              (53,320)
              $
              -
              $
              -
              $
              430Net
      loss, December 31, 2002
              
              
              
              -
              
              -
              
              -
              
              -
              
              -Balance,
      December 31, 2002
              53,750,000
              
              $
              53,750
              $
              (53,320)
              $
              -
              $
              -
              $
              430Net
      loss, December 31, 2003
              
              
              
              -
              
              -
              
              -
              
              -
              
              -Balance,
      December 31, 2003
              53,750,000
              
              $
              53,750
              $
              (53,320)
              $
              -
              $
              -
              $
              430June
      7, 2004, issuance ofcommon
      stock for 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)March
      30, 2006, issuance ofcommon
      stock for 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
              
              -
              
              5,639April
      7, 2008. convertible debtof
      $40,000 Issued 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.


F
- 4


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICT)







Additional
              
              
              Other
              
              
              DuringCommon
      Stock
              
              
              
              
              
              Paid
      -in
              
              
              Comprehensive
              
              
              ExplorationShares
              
              
              Amount
              
              
              Capital
              
              
              Income
              
              
              Stage
              
              
              TotalBalance,
      December 31, 2008
              
              
              113,020,000
              
              
              $
              113,020
              
              
              $
              (17,118
              )
              
              $
              (2,101
              )
              
              $
              (141,364
              )
              
              $
              (47,563
              )Foreign
      currency adjustments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (4,578
              )
              
              
              
              
              
              
              (4,578
              )Net
      loss, December 31, 2009
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (37,798)
              
              
              
              (37,798
              )Balance,
      December 31, 2009
              
              
              113,020,000
              
              
              $
              113,020
              
              
              $
              (17,118
              )
              
              $
              (6,679
              )
              
              $
              (179,162
              
              
              $
              (89,939
              )





























F
- 5


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(UNAUDITED)




December
      31
              
              
              December
      31
              
              
              December
      312009
              
              
              2008
              
              
              2009Cash
      Flows FromOperating
      ActivitiesNet
      income (loss)
              
              $
              (37,798
              )
              
              $
              (29,696
              )
              
              $
              (179,162
              )Amortization
      of convertible debt discountrecorded
      as interest
              
              
              8,000
              
              
              
              6,000
              
              
              
              14,000Adjustments
      to reconcile net lossto
      cash used in operating activities:Changes
      in assets and liabilitiesIncrease
      in accounts payable and accruals
              
              
              2,904
              
              
              
              754
              
              
              
              10,879Net
      cash used in operating activities
              
              $
              (26,894
              )
              
              $
              (22,942
              )
              
              
              (154,283
              )Cash
      Flows FromInvesting
      ActivitiesNet
      cash provided (used in) investing activities
              
              $
              -
              
              
              $
              -
              
              
              
              -Cash
      Flows FromFinancing
      ActivitiesIssuance
      of common stock
              
              $
              -
              
              
              $
              -
              
              
              $
              113,020Capital
      contribution
              
              
              -
              
              
              
              -
              
              
              
              (57,118
              )Notes
      payable
              
              
              7,831
              
              
              
              (2,428
              )
              
              
              67,325Proceeds
      of convertible note payable
              
              
              -
              
              
              
              40,000
              
              
              
              40,000Related
      party advances
              
              
              -
              
              
              
              561
              
              
              
              561Net
      cash provided by financing activities
              
              $
              7,831
              
              
              $
              38,133
              
              
              $
              163,788Effect
      of foreign currency translationon
      cash and cash equivalents
              
              $
              (4,578
              )
              
              $
              5,639
              
              
              $
              (6,679
              )Net
      increase (decrease) in cash
              
              $
              (23,641
              )
              
              $
              22,830
              
              
              $
              2,826Cash,
      beginning of period
              
              
              26,467
              
              
              
              5,637
              
              
              
              -Cash,
      end of period
              
              $
              2,826
              
              
              $
              26,467
              
              
              $
              2,826Interest
              
              $
              11,328
              
              
              $
              3,406
              
              
              $
              13,682Taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -





See
Accompanying Notes to Consolidated Financial Statements


F
- 6


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009





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 Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 915, 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.  The Company did not hold an interest in any mineral
      properties as at December 31, 2009 or
2008.





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, 2009, the Company had not yet
      achieved profitable operations, has accumulated losses of $185,841 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, 2009,
the Company did not have any cash








F
- 7


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009





Note
2                 Summary of Significant
Accounting Policies - continued





b)         Cash
and cash equivalents – continued





equivalents
(2008 – $nil).  As at December 31, 2009, $291 was deposited in
accounts that were federally insured (2008 - $982).





c)         Revenue
Recognition





The
Company recognizes revenue when a contract is in place, minerals are delivered
to the purchaser and collectability is reasonably assured.





d)
            Stock-Based
      Compensation





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





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





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





f)         Comprehensive
Income





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





g)         
Use of Estimates





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










F
- 8




MADISON
EXPLORATIONS, INC.
 (An
Exploration Stage Enterprise)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009









Note
2                 Summary of Significant
Accounting Policies - continued





h)
            Fair
      Value Measurements







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







i)      Financial
Instruments





Fair
Value:





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





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





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





Risks:





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





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





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








F
- 9


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009





Note
2                 Summary of Significant
Accounting Policies - continued





j)         Income
Taxes





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





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





k)         Impairment
of Long-Lived Assets





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





l)         Foreign
Currency Translation and Transactions





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





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





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





m)         Mining
Costs





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











F
- 10


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009





Note
      2
            Summary of Significant
      Accounting Policies
(continued





n)         Consolidation





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





o)         Derivative
Instruments





The
Company follows the guidelines under FASB ASC Topic 815, “Derivatives and
Hedges” This guideline 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 August
2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10,
“Fair Value Measurements and Disclosures—Overall”. The update provides
clarification that in circumstances, in which a quoted price in an active market
for the identical liability is not available, a reporting entity is required to
measure fair value using one or more of the techniques provided for in this
update. The amendments in this ASU clarify that a reporting entity is not
required to include a separate input or adjustment to other inputs relating to
the existence of a restriction that prevents the transfer of the liability and
also clarifies  that both a quoted price in an active market for the
identical liability at the measurement date and the quoted price for the
identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are Level 1 fair value
measurements. The guidance provided in this ASU is effective for the first
reporting period, including interim periods, beginning after
issuance.  The adoption of this standard did not have a material
impact on the Company’s consolidated financial position and results of
operations





In
September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740),
”Implementation Guidance on Accounting for Uncertainty in Income Taxes and
Disclosure Amendments for Nonpublic Entities”, which provides implementation
guidance on accounting for uncertainty in income taxes, as well as eliminates
certain disclosure requirements for nonpublic entities.  For entities
that are currently applying the standards for accounting for uncertainty in
income taxes, this update shall be effective for interim and annual periods
ending after September 15, 2009. For those entities that have deferred the
application of accounting for uncertainty in income taxes in accordance with
paragraph 740-10-65-1(e), this update shall be
effective upon adoption of those standards. The adoption of this standard is not
expected to have an impact on the Company’s consolidatedfinancial position and
results of operations since this accounting standard update provides only
implementation and disclosure amendments.








F
- 11


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009





Note
      2
            Summary of Significant
      Accounting Policies
(continued)





p)         Recent
Accounting Pronouncements (continued)





In
September 2009, the FASB has published ASU 2009-12, “Fair Value Measurements and
Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net
Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10,
“Fair Value Measurements and Disclosures – Overall”, to permit a reporting
entity to measure the fair value of certain investments on the basis of the net
asset value per share of the investment (or its equivalent). This ASU also
requires new disclosures, by major category of investments including the
attributes of investments within the scope of this amendment to the
Codification. The guidance in this update is effective for interim and annual
periods ending after December 15, 2009. Early application is permitted.The Company is in the
process of evaluating the impact of this standard on its consolidated financial
position and results of operations.





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







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.











Note
4                 Notes
Payable






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














F
- 12


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009







Note
4                 Notes Payable
(Continued)







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





As at
December 31, 2009, accrued interest on the note was $9,797 (2008 -
$7,797).  The note payable balance including accrued interest was
$34,797 as at December 31, 2009 (2008 - $32,797).  Interest on the
debt for each year was $2,000.





b)
            $28,596
      ($30,000 CDN) with annual interest payable at
5%





As at
December 31, 2009, accrued interest on the note was $3,932 (2008 -
$2,169).  The note payable balance including accrued interest was
$32,528 as at December 31, 2009 (2008 - $26,697).  Interest on debt
for year was $1,328 in 2009 and $1,406 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, 2009 is as
follows:








Proceeds
      from promissory note
              
              $
              40,000Value
      allocated to additional paid-in capital
              
              
              40,000Balance
      allocated to convertible note payable
              
              
              -Amortized
      discount
              
              
              14,000Balance,
      convertible note payable
              
              $
              14,000





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 twelve
months ended December 31, 2009, $8,000 was recorded as interest expense ($6,000
in 2008).  As at December 31, 2009, the unamortized discount is
$26,000.








Note
      6
            Related Party
      Advance





In
      2008 the President advanced the Company $561 repayable without interest or
      any other terms.  There were no related party transactions in
      the twelve months ended December 31,
2009.













F
- 13


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009







Note
7                 Common
Stock







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





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





On June
14, 2004 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,
2009.








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 fromInception onJune
      15, 1998throughDecember 31
              
              
              December 31
              
              
              December 312009
              
              
              2008
              
              
              2009Net
      income (loss) for the period
              
              $
              (37,798
              )
              
              $
              (29,696
              )
              
              $
              (179,162
              )Statutory and
      effective tax rates
              
              
              30.0
              %
              
              
              31.0
              %
              
              
              30.0
              %Income
      taxes expense (recovery) at the effecitve rate
              
              $
              (11,339
              )
              
              $
              (9,206
              )
              
              $
              (53,749
              )Effect
      of permanent differences
              
              
              2,400
              
              
              
              1,860
              
              
              
              4,200Effect
      of change in income tax rate
              
              
              1,354
              
              
              
              3,462
              
              
              
              -Change
      in valuation allowance
              
              
              7,586
              
              
              
              3,884
              
              
              
              49,549Corporate
      income tax expense (recovery) and corporate income tax liability
      (asset)
              
              $
              -
              
              
              $
              -
              
              
              $
              -














F
- 14


MADISON
EXPLORATIONS, INC.


(An
Exploration Stage Enterprise)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009





Note 8
            Income
      Taxes (Continued)








As at
December 31, 2009 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.





December 31
              
              
              December 312009
              
              
              2008Tax
      loss carried forward
              
              $
              165,162
              
              
              $
              135,364Deferred
      tax assets
              
              $
              49,549
              
              
              $
              41,963Valuation
      allowance
              
              
              (49,549
              )
              
              
              (41,963
              )Deferred
      taxes recognized
              
              $
              -
              
              
              $
              -





The tax
losses carried forward will expire under normal circumstances between 2014 and
2029.





Note
      9
            Subsequent
      events





The
      Company evaluated subsequent events up to date and time the financial
      statements were issued.





F
- 15





Item
9.                      Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.





There are
no changes in and disagreements with Madison’s accountants on accounting and
financial disclosure.  Madison’s Independent Registered Public
Accounting Firm since January 31, 2009 has been K. R. Margetson Ltd, Chartered
Accountants, 331 East 5th
Street, North Vancouver, British Columbia, V7L 1M1, Canada.





Item 9A.  Controls and
Procedures.





Disclosure Controls and
Procedures





In
connection with the preparation of this annual report on Form 10-K, an
evaluation was carried out by Madison’s management, with the participation of
the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of Madison’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(“Exchange Act”)) as of December 31, 2009.  Disclosure controls and
procedures are designed to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms and that such information is accumulated and communicated to management,
including the Chief Executive Officer and the Chief Financial Officer, to allow
timely decisions regarding required disclosures.





Based on
that evaluation, Madison’s management concluded, as of the end of the period
covered by this report, that Madison’s disclosure controls and procedures were
not effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the SEC rules and
forms and that such information was accumulated or communicated to management to
allow timely decisions regarding required disclosure.  In particular,
Madison has identified material weaknesses in internal control over financial
reporting, as discussed below.





Management’s Report on
Internal Controls over Financial Reporting





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





·
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of Madison’s
      assets;





·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of the financial statements in accordance with generally
      accepted accounting principles, and that receipts and expenditures are
      being made only in accordance with authorizations of management and the
      Board of Directors; and





·
            provide reasonable assurance regarding prevention or timely
      detection of unauthorized acquisition, use, or disposition of Madison’s
      assets that could have a material effect on the financial
      statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





Management
conducted an assessment of the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2009, based on criteria established
in Internal Control
–Integrated Frameworkissued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”).  As a result
of this assessment, management identified material weaknesses in internal
control over financial reporting.





A
material weakness is a control deficiency, or a combination of deficiencies, in
internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of Madison’s annual or interim
financial statements will not be prevented or detected on a timely
basis.





Page
- 28


The
matters involving internal controls and procedures that 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 Madison’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
Madison’s Chief Financial Officer in connection with the audit of its financial
statements as of December 31, 2009 and communicated the matters to
management.





As a
result of the material weakness in internal control over financial reporting
described above, management has concluded that, as of December 31, 2009,
Madison’s internal control over financial reporting was not effective based on
the criteria in Internal
Control – Integrated Frameworkissued by COSO.





Management
believes that the material weaknesses set forth in items (2), (3) and (4) above
did not have an effect on Madison’s financial results.  However,
management believes that the lack of a functioning audit committee and lack of a
majority of outside directors on Madison’s board of directors caused and
continues to cause an ineffective oversight in the establishment and monitoring
of the required internal controls over financial reporting.





Madison
is committed to improving its financial organization.  As part of this
commitment and when funds are available, Madison will create a position to
Madison to segregate duties consistent with control objectives and will increase
its personnel resources and technical accounting expertise within the accounting
function by:  (i) appointing one or more outside directors to its
board of directors who will also be appointed to the audit committee of Madison
resulting in a fully functioning audit committee who will undertake the
oversight in the establishment and monitoring of required internal controls over
financial reporting; and (ii) preparing and implementing sufficient written
policies and checklists that 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 will also 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
Madison’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 Madison 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 Madison may
encounter in the future.





Management
will continue to monitor and evaluate the effectiveness of Madison’s 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.





Madison’s
independent auditors have not issued an attestation report on management’s
assessment of Madison’s internal control over financial reporting.  As
a result, this annual report does not include an attestation report of Madison’s
independent registered public accounting firm regarding internal control over
financial reporting.  Madison was not required to have, nor has
Madison, engaged its independent registered public accounting firm to perform an
audit of internal control over financial reporting pursuant to the temporary
rules of the Securities and Exchange Commission that permit Madison to provide
only management’s report in this annual report.





Changes in Internal
Controls





There
were no changes in Madison’s internal controls over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended December
31, 2009, that materially affected, or are reasonably likely to materially
affect, Madison’s internal control over financial reporting.





Item
9B.  Other Information





During
the fourth quarter of the fiscal year covered by this Form 10-K, Madison
reported all information that was required to be disclosed in a report on Form
8-K.





Page
- 29


PART
III





Item
10.  Directors, Executive Officers, and Corporate
Governance.





(a)           Identify
Directors and Executive Officers





Each
director of Madison holds office until (i) the next annual meeting of the
stockholders, (ii) his successor has been elected and qualified, or (iii) the
director resigns.





Madison’s
management team is listed below.





Officer’s
      Name
            Madison
      Explorations, Inc.
            Scout
      Resources, Inc.Joseph
      Gallo
            Director
      and President
            Director
      and PresidentSteven
      Cozine
            Director,
      Secretary and Treasurer
            Director,
      Secretary and Treasurer





Joseph
Gallo ●  Mr. Gallo (50 years old)has been a director and
the president of Madison June 2007.  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") that 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 that he had invented that 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 (44) has been a director and the treasurer and corporate secretary of
Madison June 2007.  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.





(b)           Identify
Significant Employees





Madison
has no significant employees other than the directors and officers of
Madison.





(c)           Family
Relationships





There are
no family relationships among the directors, executive officers or persons
nominated or chosen by Madison to become directors or executive
officers.





(d)           Involvement
in Certain Legal Proceedings





(1)
            No
      bankruptcy petition has been filed by or against any business of which any
      director was a general partner or executive officer either at the time of
      the bankruptcy or within two years prior to that
  time.





(2)
            No
      director has been convicted in a criminal proceeding and is not subject to
      a pending criminal proceeding (excluding traffic violations and other
      minor offences).





(3)
            No
      director has been subject to any order, judgement, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities.





(4)
            No
      director has been found by a court of competent jurisdiction (in a civil
      action), the Securities Exchange Commission or the Commodity Futures
      Trading Commission to have violated a federal or state securities or
      commodities law, that has not been reversed, suspended, or
      vacated.





Page
- 30


(e)           Compliance
with Section 16(a) of the Exchange Act.





Section
16(a) of the Security Exchange Act of 1934 requires directors, executive
officers and 10% or greater shareholders of Madison 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 Madison.  Based solely
on Madison’s review of the copies of these forms received by it or
representations from certain reporting persons, management believes that SEC
beneficial ownership reporting requirements for fiscal 2009 were
met.





(f)           Nomination
Procedure for Directors





Madison
does not have a standing nominating committee; recommendations for candidates to
stand for election as directors are made by the board of
directors.  Madison has not adopted a policy that permits shareholders
to recommend candidates for election as directors or a process for shareholders
to send communications to the board of directors.





(g)           Audit
Committee Financial Expert





Madison
has no financial expert.  Management believes the cost related to
retaining a financial expert at this time is prohibitive.  Madison’s
Board of Directors has determined that it does not presently need an audit
committee financial expert on the Board of Directors to carry out the duties of
the Audit Committee.  Madison’s Board of Directors has determined that
the cost of hiring a financial expert to act as a director of Madison and to be
a member of the Audit Committee or otherwise perform Audit Committee functions
outweighs the benefits of having a financial expert on the Audit
Committee.





(h)           Identification
of Audit Committee





Madison
does not have a separately-designated standing audit
committee.  Rather, Madison’s entire board of directors perform the
required functions of an audit committee.  Currently, Joseph Gallo and
Steven Cozine are the only members of Madison’s audit committee, but they do not
meet Madison’s independent requirements for an audit committee
member.  See “Item 12. (c) Director independence” below for more
information on independence.





Madison’s
audit committee is responsible for: (1) selection and oversight of Madison’s
independent accountant; (2) establishing procedures for the receipt, retention
and treatment of complaints regarding accounting, internal controls and auditing
matters; (3) establishing procedures for the confidential, anonymous submission
by Madison’s employees of concerns regarding accounting and auditing matters;
(4) engaging outside advisors; and, (5) funding for the outside auditor and any
outside advisors engaged by the audit committee.





As of
December 31, 2009, Madison did not have a written audit committee charter or
similar document.





(i)           Code
of Ethics





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





Item
11.  Executive Compensation.





Madison
has paid no compensation to its named executive officers during its fiscal year
ended December 31, 2009.








Page
- 31


























SUMMARY
COMPENSATION TABLE





Name
      and principal position
              
              (a)
            Year
              
              
              
              (b)
            Salary
              
              ($)
              
              (c)
            Bonus
              
              ($)
              
              (d)
            Stock
      Awards
              ($)
              
              (e)
            Option
      Awards
              ($)
              
              (f)
            Non-Equity
      Incentive Plan
              ($)
              
              (g)
            Non-qualified
      Deferred Compen-
              sation
      Earnings ($)
              (h)
            All
      other compen-sation
              ($)
              
              (i)
            Total
              
              ($)
              
              (j)Joseph
      Gallo
              President
              June
      2007 - present
            2007
              2008
              2009
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nilSteven
      Cozine
              Secretary/Treasurer
              June
      2007 – present
            2007
              2008
              2009
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nilKevin
      Stunder
              President
              Jul
      2004 to Jun 2007
            2007
              2008
              2009
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/aJoel
      Haskins
              Secretary/Treasurer
              Jul
      2004 to Jun 2007
            2007
              2008
              2009
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a
            nil
              n/a
              n/a





Since
Madison’s inception, no stock options, stock appreciation rights, or long-term
incentive plans have been granted, exercised or repriced.





Currently,
there are no arrangements between Madison and any of its directors whereby such
directors are compensated for any services provided as directors.





There are
no employment agreements between Madison and any named executive officer, and
there are no employment agreements or other compensating plans or arrangements
with regard to any named executive officer which provide for specific
compensation in the event of resignation, retirement, other termination of
employment or from a change of control of Madison or from a change in a named
executive officer’s responsibilities following a change in control.





Item
12.  Security Ownership of Certain Beneficial Holders and Management
and Related Stockholder Matters.





(a)           Security Ownership of Certain
Beneficial Owners (more than 5%)





(1)
              Title
      of Class
            (2)
              Name
      and Address of Beneficial Owner
            (3)
              Amount
      and Nature of
              Beneficial
      Owner[1]
            (4)
              Percent
              of Class[2]Common
      Stock
            Joseph
Gallo
              4448
      Patterdale Street
              North
      Vancouver, British Columbia
              V7R
      4L8     Canada
            30,885,000
            27.32%Common
      Stock
            Steven
      Cozine
              701-1460
      Barclay Street
              Vancouver,
      British Columbia
              V6G
      1J5     Canada
            33,385,000
            29.54%


[1]The
      listed beneficial owner has no right to acquire any shares within 60 days
      of the date of this Form 10-K from options, warrants, rights, conversion
      privileges or similar obligations excepted as otherwise
    noted.


[2]Based on 113,020,000 shares of Common Stock issued and outstanding
      as of March 25, 2010.





Page
- 32


(b)           Security
Ownership of Management





(1)
              Title
      of Class
            (2)
              Name
      and Address of Beneficial Owner
            (3)
              Amount
      and Nature of Beneficial Owner
            (4)
              Percent
              of Class[1]Common
      Stock
            Joseph
Gallo
              4448
      Patterdale Street
              North
      Vancouver, British Columbia
              V7R
      4L8     Canada
            30,885,000
            27.32%Common
      Stock
            Steven
      Cozine
              701-1460
      Barclay Street
              Vancouver,
      British Columbia
              V6G
      1J5     Canada
            33,385,000
            29.54%Common
      Stock
            Directors
      and Executive Officers (as a group)
            64,270,000
            56.86%


[1]Based
      on 113,020,000 shares of Common Stock issued and outstanding as of March
      25, 2010.





(c)           Changes
in Control





Management
is not aware of any arrangement that may result in a change in control of
Madison.





Item
13.  Certain Relationships and Related Transactions, and Director
Independence.





(a)           Transactions
with Related Persons





Since the
beginning of Madison’s last fiscal year, no director, executive officer,
security holder, or any immediate family of such director, executive officer, or
security holder has had any direct or indirect material interest in any
transaction or currently proposed transaction, which Madison was or is to be a
participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the
average of Madison’s total assets at year-end for the last three completed
fiscal years.





(b)           Promoters
and control persons





From July
2004 until June 2007, Kevin Stunder and Joel Haskins were promoters of Madison’s
business. From June 2007 until present, Joseph Gallo and Steven Cozine have been
promoters of Madison’s business.  None of these promoters have
received anything of value from Madison nor is any person entitled to receive
anything of value from Madison for services provided as a promoter of the
business of Madison.





(c)           Director
independence





Madison’s
board of directors currently consists of Joseph Gallo and Steven
Cozine.  Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the
Securities Act, Madison’s board of directors has adopted the definition of
“independent director” as set forth in Rule 4200(a)(15) of the NASDAQ
Manual.  In summary, an “independent director” means a person other
than an executive officer or employee of Madison or any other individual having
a relationship which, in the opinion of Madison’s board of directors, would
interfere with the exercise of independent judgement in carrying out the
responsibilities of a director, and includes any director who accepted any
compensation from Madison in excess of $200,000 during any period of 12
consecutive months with the three past fiscal years.  Also, the
ownership of Madison’s stock will not preclude a director from being
independent.





In
applying this definition, Madison’s board of directors has determined that
neither Mr. Gallo nor Mr. Cozine qualify as an “independent director” pursuant
to Rule 4200(a)(15) of the NASDAQ Manual.





As of the
date of the report, Madison did not maintain a separately designated
compensation or nominating committee.


Madison
has also adopted this definition for the independence of the members of its
audit committee.  Joseph Gallo and Steven Cozine serve on Madison’s
audit committee.  Madison’s board of directors has determined that
neither Mr. Gallo nor Mr. Cozine is “independent” for purposes of Rule
4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and
nominating committee members, and is “independent” for purposes of Section
10A(m)(3) of the Securities Exchange Act.





Page
- 33


Item
14.  Principal Accounting Fees and Services





(1)  Audit
Fees





The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for Madison’s audit of annual
financial statements and for review of financial statements included in
Madison’s Form 10-Q’s or services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for those
fiscal years was:





2009 -
$6,400 – K. R. Margetson Ltd. – Chartered Accountants


2008 -
$nil – K. R. Margetson Ltd. – Chartered Accountants


2008 -
$8,000 – Kyle L. Tingle, CPA, LLC





(2)  Audit-Related
Fees





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of Madison’s financial statements and are not
reported in the preceding paragraph:





2009 -
$2,888 – K. R. Margetson Ltd. – Chartered Accountants


2008 -
$nil – K. R. Margetson Ltd. – Chartered Accountants


2008 -
$nil – Kyle L. Tingle, CPA, LLC





(3)  Tax
Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:





2009 -
$nil – K. R. Margetson Ltd. – Chartered Accountants


2008 -
$nil – K. R. Margetson Ltd. – Chartered Accountants


2008 -
$nil – Kyle L. Tingle, CPA, LLC





(4)  All
Other Fees





The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:





2009 -
$nil – K. R. Margetson Ltd. – Chartered Accountants


2008 -
$nil – K. R. Margetson Ltd. – Chartered Accountants


2008 -
$nil – Kyle L. Tingle, CPA, LLC





(6)  The percentage
of hours expended on the principal accountant’s engagement to audit Madison’s
financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant’s full time,
permanent employees was nil %.





Item
15.  Exhibits, Financial Statement Schedules.





1.           Financial
Statements





Consolidated
financial statements of Madison Explorations, Inc. have been included in Item 8
above.





2.           Financial
Statement Schedules





All
      schedules for which provision is made in Regulation S-X are either
      not required to be included herein under the related instructions or are
      inapplicable or the related information is included in the footnotes to
      the applicable financial statement and, therefore, have been omitted from
      this Item 15.








Page
- 34





3.           Exhibits





All
Exhibits required to be filed with the Form 10-K are included in this annual
report or incorporated by reference to Madison’s previous filings with the SEC,
which can be found in their entirety at the SEC website at www.sec.gov under SEC
File Number 000-51302.





Exhibit
            Description
            Status3.1
            Articles
      of Incorporation and Certificate of Amendment, filed as an exhibit to
      Madison’s registration statement on Form 10-SB filed on May 4, 2005, and
      incorporated herein by reference.
            Filed3.2
            By-Laws,
      filed as an exhibit to Madison’s registration statement on Form 10-SB
      filed on May 4, 2005, and incorporated herein by
reference.
            Filed10.1
            Mineral
      Property Agreement dated June 16, 2004, filed as an exhibit to Madison’s
      registration statement on Form 10-SB filed on May 4, 2005, and
      incorporated herein by reference.
            Filed14
            Code
      of Ethics.
            Included31
            Certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included32
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
            Included














SIGNATURES





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





MADISON
EXPLORATIONS, INC.








By:          /s/ Joseph
Gallo


Name:          Joseph Gallo


Title:           Director and
President


Dated:         March 26, 2010








Page
- 35





Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of Madison Explorations, Inc. and in the capacities and on the
dates indicated have signed this report below.





Signature
            Title
            Date/s/
      Joseph Gallo
            President,
      Chief Executive Officer, and Principal Executive Officer
              Member
      of the Board of Directors
            March
      26, 2010Joseph
      Gallo/s/
      Steven Cozine
            Treasurer,
      Corporate Secretary,
              Chief
      Financial Officer,
              Principal
      Financial Officer, and
              Principal
      Accounting Officer
              Member
      of the Board of Directors
            March
      26, 2010Steven
      Cozine











Page
- 36











Exhibit
14











Page
- 37


MADISON
EXPLORATIONS, INC.
 
 Code
of Ethics
 
 Overview
  Madison
has adopted a code of ethics (the “Code”) that is applicable to
every officer, director, employee and consultant of the company and its
affiliates (collectively the “Employee” or “Employees”).  The
Code reaffirms the high standards of business conduct required of all
Employees.  The Code is part of Madison’s continuing efforts to (1)
ensure that it complies with all applicable laws, (2) have an effective program
in place to prevent and detect violations of law, and (3) educate and train its
Employees to be aware and understand ethical business practices.  In
most circumstances, the Code sets standards that are higher than the law
requires.
   Madison
has also adopted eight corporate values: Focus, Respect, Excellence,
Accountability, Teamwork, Integrity, Open Communications and Positive
Attitude.  See Schedule “A” for a statement on each
value.  The values have been adopted to provide a framework for all
Employees in conducting themselves in their jobs.  These values are
not intended to substitute for the Code, but will serve as guidelines in helping
the Employees to conduct Madison’s business in accordance with the
Code.
   The Code
is not intended to cover every possible situation in which an Employee may find
himself or herself.  It is meant to give each Employee the boundaries
within which Madison expects each Employee to conduct himself or herself while
representing Madison.  An Employee may find himself or herself in a
situation where there is no clear guidance given by the Code.  If that
occurs, return to the objective stated below: common sense, good judgment, high
ethical standards and integrity, and refer to Madison‘s values.  In
addition, there are many resources upon which an Employee may rely, including
the President and other Madison officers and management.  Together all
Employees can continue to make Madison a company that sets a standard for
fashion service companies.
   Objective
   One of
Madison’s objectives is to conduct all business operations in the utmost ethical
manner utilizing common sense, good judgment, high ethical standards and
integrity.  Madison cares about its Employees, shareholders, clients,
suppliers, and the communities in which it conducts its business
operations.  In the course of meeting its business objectives, Madison
considers it essential that all Employees understand and comply with the Code
and therefore share and participate in Madison’s way of conducting
business.
   Standard
of Conduct
   Madison
insists that all aspects of its business operations are conducted with honesty,
integrity and fairness, and with respect for the interests of those affected by
its business and activities.  Madison also expects the same in its
relationships with all those with whom it does business.
   Each
Employee must maintain and foster integrity and honesty in all dealings with
clients and all business transactions.  Each Employee must commit to
act according to the highest ethical standards and is expected to apply ethical
business practices in administrative and financial aspects of the business
operations of Madison.
  Page
- 38
  No code
of conduct can hope to lay down appropriate behavior for every situation, nor
should it seek to do so.  Each Employee is required to make a careful
and considered judgment of what is right and proper in any particular
situation.
   It is the
obligation of every Employee in conducting the business operations of Madison to
be responsible, honest, trustworthy, conscientious, and dedicated to the highest
standards of ethical business practices.  Accordingly, all Employees
are required to avoid not only impropriety, but also the appearance of
impropriety in conducting the business operations of Madison.
   Obeying
the Law
   All
Employees of Madison are required to comply with (1) the letter and the spirit
of laws and regulations of the countries in which Madison conducts business
operations, (2) the accepted business practices in commercial markets, and (3)
any contractual terms and conditions applicable to any business
transaction.
   It is
expected that each Employee will use common sense, good judgment, high ethical
standards and integrity in all the Employee’s business dealings.
   Each
Employee must commit to know and abide by all applicable laws and
regulations.  Employees are expected to be familiar with the Code as
it applies to their duties.  Each Employee is required to follow and
to comply with the Code.  A refusal by any Employee to agree to be
bound by the Code will be grounds for discipline up to and including
dismissal.
   A breach
of any law, regulation or ethical standard by any Employee will not be justified
by the pursuit of profit or the departure from acceptable practice by
competitors.
   Enforcement
of Code
   The Code
will be enforced at all levels fairly and without prejudice.  Any
breach of any standard of the Code may result in disciplinary action, up to and
including termination.
   Joseph
Gallo, Madison’s chief executive officer, has been appointed as Compliance
Officer of Madison, responsible for overseeing compliance with, and enforcement
of, the Code.  Steven Cozine, Madison’s corporate secretary, has been
appointed as Assistant Compliance Officer of Madison, responsible for overseeing
compliance with, and enforcement of, the Code.  If an Employee
encounters a situation that the Employee is not able to resolve by reference to
the Code, the Employee should ask for help from the Compliance Officer or the
Assistant Compliance Officer if they need assistance in understanding or
interpreting any part of the Code.
   Any
Employee who, in good faith, has reason to believe any operation or activity of
Madison is in violation of the law or of the Code must call the matter to the
attention of the Compliance Officer.  See Schedule “B” for a
non-exhaustive list of reportable violations.
   If the
Employee has reason to believe that it would be inappropriate to report the
operation or activity to the Compliance Officer, the Employee should report it
to the Assistant Compliance Officer.  All reports will be reviewed and
investigated and as necessary under the circumstances, and the reporting
Employee should provide sufficient information to enable a complete
investigation to be undertaken.
   Page
- 39
 Any
Employee who makes an allegation in good faith reasonably believing that a
person has violated the law or the Code will be protected against
retaliation.
   Violations
of the law or the Code will subject Employees to disciplinary action, up to and
including termination of employment.  In addition, Employees involved
may subject themselves and Madison to severe penalties, including fines and
possible imprisonment.  Compliance with the law and high ethical
standards in the conduct of Madison’s business should be a top priority for each
Employee.
   Insider
Trading, Securities Compliance and Public Statements
   Securities
laws prohibit anyone who is in possession of material, non-public information
(“Insider Information”)
about a company from purchasing or selling stock of that company, or
communicating the information to others.  Information is considered
“material” if a
reasonable investor would consider it to be important in making a decision to
buy or sell that stock.  Some examples include financial results and
projections, new products, acquisitions, major new contracts or alliances prior
to the time that they are publicly announced.  Employees who become
aware of such Inside Information about Madison must refrain from trading in the
shares of Madison until the Inside Information is publicly
announced.
   Employees
must also refrain from disclosing the insider Information to persons who do not
have a need to know, whether they are inside Madison or outside, such as
spouses, relatives or friends.
   Madison
makes regular formal disclosures of its financial performance and results of
operations to the investment community.  Madison also regularly issues
press releases.  Other than those public statements, which go through
official channels, Employees are prohibited from communicating outside Madison
about Madison’s business, financial performance or future
prospects.  Such communications include questions from securities
analysts, reporters or other news media, but also include seemingly innocent
discussions with family, friends, neighbors or acquaintances.
   Financial
Reporting
   Madison
is required to maintain a variety of records for purposes of reporting to the
government.  Madison requires all Employees to maintain full
compliance with applicable laws and regulations requiring that its books of
account and records be accurately maintained.  Specifics of these
requirements are available from the Compliance Officer.
   Accuracy
of Records
   Madison’s
accounting records and supporting documents must accurately describe and reflect
the nature and result of Madison’s business operations.  All
activities and results of Madison’s business operations must be presented in a
fair and balanced manner.
  All
business transactions must be properly authorized as well as completely and
accurately recorded on Madison’s books.  Procedures for doing so must
comply with Madison’s financial policy and follow Madison’s policy for
authorization and documentation, as well as follow generally accepted accounting
practices.  Budget proposals and other financial evaluations and
forecasts must fairly represent all information relevant to the business
transaction.  In addition, no unrecorded cash funds or other asset
accounts will be established or maintained for any
purpose.  Misapplication or improper use of corporate or property or
false entry to records by any Employee or by others must be reported to
Madison’s Board of Directors.
  Page
- 40
 Record
Keeping and Retention
  To help
maintain the integrity of Madison’s record-keeping and reporting systems, each
Employee must know his or her area’s records retention procedures, including how
data is stored and retrieved.  It is that person’s responsibility to
know how to document and transact any entries or records that he or she is
responsible for.  All Employees are expected to comply fully and
accurately with all audits, including responding in a timely fashion to requests
for records or other material from or on behalf of Madison’s auditors or
management.
  Communicating
Accurate and Timely Information
  In all
interactions and communications, whether with shareholders, the public, clients,
government agencies, or others inside or outside of Madison, each Employee is
expected to be truthful and forthright.  This includes making accurate
statements, not misrepresentations or statements intended to mislead or
misinform; and responding promptly, accurately, and with full disclosure to
requests from governmental agencies for information or documents.
  Confidentiality
   Employees
must respect the confidentiality of information received in the course of
business dealings and must never use such information for personal
gain.  Information given by Employees in the course of business
dealings must be true and fair and never designed to mislead.
   Confidential
information can only be revealed upon written authorization of
management.
   Employees
must not use or disclose Madison’s trade secrets, proprietary, or confidential
information, or any other confidential information gained in the performance of
Madison as a means of making private profit, gain or benefit.
  Employees
must not use Internet bulletin boards or chat rooms to discuss matters or
opinions related to Madison or any of its industries, or to respond to comments
about Madison.  In today’s electronic age, posting information on
Internet bulletin boards or even communicating in chat rooms is the same as
“speaking to the media”.
  Health
and Safety
   Madison
is committed to protecting the health and safety of its
Employees.  Madison expects employees to obey all laws and regulations
designed to protect the health and safety of all employees, and to obtain and
fully observe all permits necessary to do business.  At the very
least, all Employees should be familiar with and comply with safety regulations
applicable to their work areas.  Madison will make, to the extent
possible, reasonable accommodations for the known physical or mental limitations
of its Employees.  Employees who require an accommodation should
contact the Compliance Officer.  Madison will then engage in an
interactive process to determine what reasonable accommodations may
exist.
   Page
- 41
 Declaration
of Interest
   Each
Employee is expected to avoid any activity, investment or association that
interferes with the independent exercise of his or her judgment in Madison’s
best interests (“Conflicts of
Interest”).  Conflicts of Interest can arise in many situations
and occur most often in cases where the Employee or the Employee’s family
obtains some personal benefit at the expense of Madison’s best
interests.
   No
Employee, or any member of Employee’s immediate family, is allowed to accept
money, gifts of other than nominal value, unusual entertainment, loans, or any
other preferential treatment from any customer or supplier of Madison where any
obligation may be incurred or implied on the giver or the receiver or where the
intent is to prejudice the recipient in favor of the
provider.  Likewise, no Employee is allowed to give money, gifts of
other than nominal value, unusual entertainment or preferential treatment to any
customer or supplier of Madison, or any employee or family members thereof,
where any obligation might be incurred or implied, or where the intent is to
prejudice the recipient in favor of Madison.  No Employee is allowed
to solicit or accept kickbacks, whether in the form of money, goods, services or
otherwise, as a means of influencing or rewarding any decision or action taken
by a foreign or domestic vendor, customer, business partner, government employee
or other person whose position may affect Madison’s business.
   No
Employee will use Madison’s property, services, equipment or business for
personal gain or benefit.
   Each
Employee is required to reveal any personal interest that may impinge or might
reasonably be deemed by others to impinge on the Employee’s business dealings
with any industry partners of Madison.
   Employees
may not: (1) act on behalf of, or own a substantial interest in, any company or
firm that does business, or competes, with Madison; (2) conduct business on
behalf of Madison with any company or firm in which the Employee or a family
member has a substantial interest or affiliation.  Exceptions require
advance written approval from Madison’s Board of Directors.
   Employees
should not create the appearance that they are personally benefiting in any
outside Madison as a result of their employment by Madison, or that Madison is
benefiting by reason of their outside interests.  Any Employee who is
not sure whether a proposed action would present a conflict of interest or
appear unethical should consult with the Compliance Officer.
   Madison
expects its Employees to avoid (1) personal activities and financial interests
that could conflict with their responsibilities and obligations and (2) giving
assistance to competitors, which could be in conflict with the interests of
Madison or its clients.  All Employees are required to seek the
consent of Madison management if they intend to become partners or shareholders
in companies outside Madison’s corporate structure.
   Fair
Competition
   Madison’s
policy is to comply fully with competition and antitrust laws throughout the
world.  Madison is committed to vigorous yet fair competition and
supports the development of appropriate competition laws.  Each
Employee must avoid any business arrangement that might prevent the effective
operation of fair competition.  It is advised that each Employee
consult with the Compliance Officer before attending a meeting with a party who
may be viewed as a competitor.
  Page
- 42
  International
Trade
   Madison
must comply with a variety of laws around the world regarding its
activities.  In some cases, the law prohibits the disclosure of
information, whether the disclosure occurs within the U.S. or elsewhere, and
whether or not the disclosure is in writing.
   U.S. law
and the Code prohibits giving, offering, or promising anything of value to any
public official in the U.S. or any foreign country to influence any official
act, or to cause an official to commit or omit any act in violation of his or
her lawful duty.  The Foreign Corrupt Practices Act precludes payments
to non-U.S. government officials for the purpose of obtaining or retaining
business, even if the payment is customary in that country.  This law
applies anywhere in the world to U.S. citizens, nationals, residents, businesses
or employees of U.S. businesses.  Because Madison is a U.S. company,
this law applies to Madison and all of its subsidiaries.  Any
questions on this policy should be directed to the Compliance
Officer.
   Government
Relations
   Madison
is prohibited by law from making any contributions or expenditures in connection
with any U.S. national election.  This includes virtually any activity
that furnishes something of value to an election campaign for a federal
office.  Use of Madison’s name in supporting any political position or
ballot measure, or in seeking the assistance of any elected representative,
requires the specific approval of the President of Madison.  Political
contributions or expenditures are not to be made out of Madison’s funds in any
foreign country, even if permitted by local law, without the consent of the
President of Madison.
   Vendors,
Contractors, Consultants and Temporary Workers
   Vendors,
contractors, consultants or temporary workers who are acting on Madison’s
behalf, or are on Madison’s property, are expected to follow the law, the Code,
and honor Madison’s values.  Violations will subject the person or
firm to sanctions up to and including loss of the contract, the contracting or
consulting agreement, or the discharge from temporary assignment.
   Compliance
with the Code
   It is the
responsibility of Madison’s Board of Directors to ensure that the standards
embodied in the Code are communicated to, understood and observed by all
Employees.  Madison’s Board of Directors will not criticize management
for any loss of business resulting from adherence to the
Code.  Equally, Madison’s Board of Directors undertakes that no
Employee will suffer as a consequence of bringing to their attention, or that of
senior management, a breach or suspected breach of the Code.
   The
standards set out in the Code directly reflect Madison’s high ethical
standards.  Madison expects and requires each and every Employee, as a
representative of Madison, to fulfill Madison’s ethical commitment in a way that
is visible to the outside world with which Madison conducts its business
operations.
   Each
Employee is responsible for complying with the standards set out in the Code and
must ensure that their personal conduct is above reproach.
  Page
- 43
  Each
Employee has an obligation to assure that the conduct of others around him or
her complies with the Code.
   All
Employees have a legal, moral, and ethical duty to report to Madison’s Board of
Directors and the appropriate authorities any known or suspected violations of
law, regulations or corporate policy, including the Code.
   Breaches
of law, regulations and the standards of conduct listed above may lead to
serious consequences for the Employee concerned.
   Annual
Acknowledgement
  Each
Employee will be required to sign a statement annually that he or she has
read and understands Madison’s Code of Ethics.  This statement will
also require that the Employee state that he or she is in full compliance with
the Code.  The form of statement is attached as Schedule
“C”.
  Page
- 44
 
 Schedule
“A”
  VALUES
   FOCUS:We
exist only because we are in the mineral exploration business.
   RESPECT:
We value all people, treating them with dignity at all times.
   EXCELLENCE:
We strive for “Best in Class” in everything we do.
   ACCOUNTABILITY:
We do what we say we will do and expect the same from others.
   TEAMWORK:
We believe that cooperative action produces superior results.
   INTEGRITY:
We are honest with each other, our customers, our partners, our shareholders and
ourselves
   OPEN
COMMUNICATION: We share information, ask for feedback, acknowledge good
work, and encourage diverse ideas.
   POSITIVE
ATTITUDE: We work hard, are rewarded for it, and maintain a positive
attitude with a good sense of perspective, humor and enthusiasm.
  Page
- 45
  Schedule
“B”
  Reportable
Violations - Anonymous Reporting Program
   Accounting
Error
 Accounting
Omissions
 Accounting
Misrepresentations
 Auditing
Matters
 Compliance/Regulation
Violations
 Corporate
Scandal
 Domestic
Violence
 Discrimination
 Embezzlement
 Environmental
Damage
 Ethics
Violation
 Fraud
 Harassment
 Industrial
Accidents
 Misconduct
 Mistreatment
 Poor
Customer Service
 Poor
Housekeeping
 Sabotage
 Securities
Violation
 Sexual
Harassment
 Substance
Abuse
 Theft
 Threat of
Violence
 Unfair
Labor Practice
 Unsafe
Working Conditions
 Vandalism
 Waste
 Waste of
Time and Resources
 Workplace
Violence
  Page
- 46
 Schedule
“C”
 
 Acknowledgement
and Certification Statement
 
 
 I
acknowledge and certify that I have read and understand the information set
forth in the Code of Ethics of Madison Explorations, Inc. and will comply with
these principles in my daily work activities. I am not aware of any violation of
the standards of Madison’s Code of Ethics.
 
 
 Date:
 
 
 Name
(print):
 
 
 Position:
 
 
 Address:
 
  Signature:








Page
- 47













Exhibit
31














Page
- 48










MADISON
EXPLORATIONS, INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Joseph
Gallo, certify that:






1.  I
have reviewed this annual report on Form 10-K for the fiscal year ending
December 31, 2009 of Madison Explorations, Inc.;






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






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






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






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






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






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






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




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




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






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






Date:  March
26, 2010






/s/
Joseph Gallo


Joseph
Gallo






Chief
Executive Officer







Page
- 49




MADISON
EXPLORATIONS, INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Steven
Cozine, certify that:






1.  I
have reviewed this annual report on Form 10-K for the fiscal year ending
December 31, 2009 of Madison Explorations, Inc.;






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






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






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






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






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






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






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




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




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






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






Date:  March
26, 2010






/s/
Steven Cozine


Steven
Cozine






Chief
Financial Officer




Page
- 50











Exhibit
32











Page
- 51




CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002













In
connection with the Annual Report of Madison Explorations, Inc. (the “Company”)
on Form 10-K for the period ending December 31, 2009 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph
Gallo, President and Chief Executive Officer of the Company and a member of the
Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:






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






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













/s/
Joseph Gallo


Joseph
Gallo






Chief
Executive Officer






March 26,
2010




Page
- 52




CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002













In
connection with the Annual Report of Madison Explorations, Inc. (the “Company”)
on Form 10-K for the period ending December 31, 2009 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Steven
Cozine, Treasurer and Chief Financial Officer of the Company and a member of the
Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:






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






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













/s/
Steven Cozine


Steven
Cozine






Chief
Financial Officer






March 26,
2010







Page
- 53