U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Nevada
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
525 Seymour Street, Suite 807
Vancouver, BC, Canada V6B 3H7
_______________________________________ __________
(Address of principal executive offices) (Zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
none
Securities to be registered pursuant to Section 12(g) of the Act:
$.001 Common Stock
(Title of Class)
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 3. Description of Property . . . . . . . . . . . . . . . . . . . . . 13
Item 4. Security Ownership of Certain
Beneficial Owners and Management. . . . . . . . . . . . . . . . 16
Item 5. Directors, Executive Officers, Promoters
and Control Persons . . . . . . . . . . . . . . . . . . . . . . 16
Item 6. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . 20
Item 7. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . . . . . . . . . 21
Item 8. Description of Securities . . . . . . . . . . . . . . . . . . . . 21
PART II
Item 1. Market for Common Equities and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Item 2. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . 25
Item 3. Changes in and Disagreements with Accountants . . . . . . . . . . 25
Item 4. Recent Sales of Unregistered Securities . . . . . . . . . . . . . 26
Item 5. Indemnification of Directors and Officers . . . . . . . . . . . . 26
PART F/S
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 28
PART III
Item 1. Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . . 29
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Madison Explorations, Inc. (sometimes the "Company") was incorporated on July 15, 1998 under the laws of the State of Nevada to engage in any lawful corporate activity.
We are currently engaged in the business of diamond exploration in the Saskatchewan area of Canada. Southern Saskatchewan has been explored for diamonds since at least 1963 by other exploration companies with limited success. Other than conducting some initial exploration work on our "Scout Lake" property in 2004 and selling a 20% interest in our "Bulls Eye" property, we have conducted no operations to date and we do not expect to receive any revenues for at least two years. During these two years, we plan to concentrate our efforts on exploration and data gathering. Because the Company is an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on any of our properties. Further exploration will be required before the economic and legal feasibility of developing the properties can be determined.
At the present time, we do not hold any interest in a mineral property that is in production. The Company's viability and potential success lie in our ability to develop, exploit and generate revenue from our interests. There can be no assurance that such revenues will be obtained. The exploration of mineral deposits involves significant financial risks over a long period of time which even a combination of careful evaluations, experience and knowledge may not eliminate. It is impossible to ensure that our current or proposed exploration programs on the exploration claims will be profitable or successful. The inability of the Company to locate a viable diamond deposit on the properties will have a material adverse effect on its operations and could result in a total loss of its business.
We have signed an Acquisition Agreement on June 16, 2004 (the "Acquisition Agreement") with Dr. Joseph Montgomery, PhD (Geology) and Frankie Fu to acquire certain mineral exploration claims near the Town of Scout Lake in Southern Saskatchewan, Canada. From a previously conducted aeromagnetic survey, we believe that the property appears to contain a large dyke like structure below the surface which is conducive to commercially productive geological formations. The Company has also conducted an orientation survey of Mobile Metal Ions (MMI), the results of which are consistent with elements that are typically associated with kimberlites (kimberlites are an igneous rock that occasionally contains tiny to extremely tiny diamonds, and on very rare occasions contains industrial or gem quality diamonds). The Company has also acquired several additional mineral claims directly from the government of Saskatchewan.
3.
Acquisition Agreement
Our Acquisition Agreement with Dr. Joseph Montgomery and Frankie Fu is to acquire an 80% interest in the Scout Lake property, located near the town of Scout Lake, Saskatchewan. We intend to develop the property from early stage exploration through completion of the exploration phase. Prior to any further exploration decisions, a mineral deposit must be appropriately assessed by us. Gathering this data usually takes several years. Once the appropriate data has been gathered, we will determine whether and how to proceed. We will use the services of Montgomery Consultants Ltd. (related party) as well as other third party contractors to conduct surveys and exploration at the properties to begin to enable us to determine whether we can extract and produce diamonds. Under the terms of the Acquisition Agreement, we must spend approximately $115,000US on exploration work within 15 months of closing and an additional $153,000US within 24 months of closing. Dr. Montgomery and Frankie Fu will not be required to fund any exploration work on the property until a positive feasibility study is obtained, after which they will be required to fund their 20% of mine development costs.
Under the terms of the Acquisition Agreement, we will issue shares to Dr. Montgomery and Mr. Fu to provide them 10% of the Company's outstanding shares calculated as of July 1, 2004. These shares are issuable upon the completion of the initial required exploration work ("work program") and the determination to continue developing the Scout Lake properties. If it is determined after the "work program" that no further development will be undertaken, no shares will be issued.
The Saskatchewan Mineral Disposition Regulations stipulates that a claim holder must spend $12.00 Canadian per hectare per year in claim year 2 to 10 in order to keep its mineral claims in good standing. After 10 years a claim holder must spend $25.00 Canadian per hectare per year in order to keep its mineral claims in good standing. The claims acquired under the Acquisition Agreement were initially claimed by Dr. Montgomery in April of 2002 and are therefore currently in year three.
We intend to explore the properties from early stage exploration through completion of the exploration phase. Prior to any decision to develop the properties, a diamond deposit must be assessed to determine the total tonnage of diamond bearing material, the average grade of the rock, the estimated size distribution of the diamonds in the deposit and the average value per carat of the diamonds. Gathering this data usually takes several years. At that time, the Company will evaluate whether, and if so, how to proceed.
4.
Exploration Program
We have no independent exploration capabilities. The Company intends to use third party service providers as well as Montgomery Consultants Ltd. (related party) to perform its exploration activities. Dr. Joseph Montgomery is the President of Montgomery Consultants. The Company pays an hourly rate for the field services of Dr. Montgomery and his staff as well as reimbursement for expenses, including equipment, transportation, lodging and meals.
Over the next two years, during its exploration phase, the Company intends to continue to retain Montgomery Consultants Ltd. to co-ordinate crews of workers who will gather samples of rock from the properties and transport the samples to a facility where they can be tested for properties which tend to indicate the presence of diamonds. At the end of the two years of exploration, we will seek either a joint venture partner or a senior partner that will undertake the exploration of the properties. However, there is a substantial risk that no commercially viable diamond deposit will be found. If so, we will have difficulty finding any partners to undertake further exploration.
The Company has begun its early stage exploration activities and has gathered samples from the Scout Lake Properties for analysis. A total of 96 soil samples were taken by us over the Scout Lake magnetic anomaly. These were analyzed by SGS Laboratories (SGS) of Toronto, Canada. At the Company's request, SGS used the MMI D Kimberlite package developed for the detection of kimberlites and related rocks. Mobile Metal Ions (MMI) soil geochemistry is a technology developed in Australia for the detection of metal ions through considerable depths of overburden. This analytical method was used to analyze for Pd, Nb, Y, Rb, Ni, Co, Cr, Ti, and Mg. Statistical analyses were performed for each element and a "background" value determined as the mean of the lowest quartile. The ratios of actual values to background were calculated and stacked bar graphs were used to illustrate the results.
A total of 96 MMI samples were collected at 50 meter intervals along two profiles. Anomalous values were obtained for the elements Mg, Cr, Y, Co, and Pd. These elements are typically associated with kimberlites and ultramafic rocks. The highest response ratios for each element from the survey were: Mg-7, Cr-6, Y-8, Co-24, and Pd-32.
5.
The Company has also conducted a ground magnetic survey over the Scout Lake property. The survey was done by Discovery International Geophysics Inc. A total of 41 line-km. was completed. The raw data was processed to remove culture, spikes and a regional gradient. The resulting data imaged the magnetic response from the interpreted dyke successfully showing more detail than the aeromagnetic survey and some additional structures which may also be dykes.
After a study of the ground magnetic survey and integration with the MMI geochemical data, four sites were selected for test drilling.
During the next phase of its exploration program, the Company intends to drill the four targets located as a result of the initial exploration results.
Competition
The mineral exploration business is competitive in all of its phases. The Company expects to compete with numerous other exploration companies and individuals, including competitors with greater financial, technical and other resources than the Company, for resources required for exploration. Their greater resources will likely position these competitors to conduct exploration within a shorter time frame than the Company.
Government Regulation and Licensing
The operations of the Company require licenses and permits from various governmental authorities. The Company believes that it presently holds all necessary licenses and permits required to carry on with its intended activities under applicable laws and regulations and the Company believes it is presently complying in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in regulations and in various operating circumstances. The Company may not be able to obtain all necessary licenses and permits required to carry out exploration.
The Company is currently subject to environmental regulation under The Environmental Management and Protection Act (Saskatchewan), the Crown Minerals Act (Saskatchewan) and the Forest Resources Management Act (Saskatchewan). We believe that we are in compliance with all of these acts. Moreover, the Company believes that an environmental impact of its exploration activities will be minimal. To the extent that the Company removes large amounts of rock or soil from the properties, we will likely have to replace such rock or soil and remediate any environmental disruption caused by its activities. It is impossible for us to assess with any certainty the cost of such replacement or remediation or the potential liability the Company would face if we were found to have violated one or more of these acts.
6.
Seasonality
Due to the potential for extremely cold weather in Saskatchewan during the period from November to March, there may be years when exploration is not possible during these months.
Currency Fluctuation
The Company's currency fluctuation exposure is primarily to the Canadian dollar as all of the Company's properties are in Saskatchewan. Such fluctuations may materially affect the Company's financial position and results of operations.
ITEM 2. PLAN OF OPERATION
The following discussion regarding the Company and our business and operations contains "forward-looking statements." These statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "expect," "anticipate," "estimate" or "continue" or its negative or other variations or comparable terminology. All forward-looking statements are necessarily speculative and there are certain risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements.
Plan of Operation
We were incorporated in June of 1998 under the name of "Madison-Taylor General Contractors, Inc." and we intended to engage as a general contractor for constructing temporary buildings at exploratory mining locations. We were unable to implement our business and remained inactive from 1998 until 2004. We commenced operations under our current name in April of 2004. After implementing our current plan of operation, we have relied on advances and contributions of capital of approximately $28,925 from our principal stockholders, and proceeds of approximately $44,000 from the sale of a 20% interest in one of the Company's claims (Bulls Eye) to support its limited operations. As of December 31, 2004, we had approximately $30,800 of cash. We will need additional equity or debt financing of up to $2,000,000 that we plan to use for the second phase of its exploration program to commence in 2005.
7.
Geological Report: Scout Lake Property
Dr. Joseph Montgomery has prepared a geological report on the Scout Lake property. The report summarizes the results of the prior exploration of the Scout Lake Property by Better Resources Inc. and the geological formations on the property that were identified as a result of this prior exploration.
In his report, Dr. Joseph Montgomery has recommend to us that we proceed with a three-phase, staged exploration program on the Scout Lake property based on his conclusion that prospecting, geophysical surveys and soil and rock sampling are the exploration techniques that have been the most successful in diamond bearing kimberlite rock in the region.
The Company has several specific exploration objectives:
(1) To locate one or more Kimberlite/Lamproite pipes, dykes or
sills;
(2) To determine whether the Kimberlite/Lamproite contains
Diamonds; and
(3) To determine if the diamond-bearing pipe could be the
source of an economically viable mine.
We believe that exploration is by its very nature is evolutionary. Each subsequent step is based on the foundation established by previous results. Even then, diverse factors affect the process. Weather and seasons influence when work can be commissioned. Previous results determine the direction for future exploration and the availability of funds dictates what work can be budgeted for each phase of exploration.
Phase One
The initial phase of work on each our properties should consist of a ground magnetometer survey at approximately 500 meter line-spacing. At the same time, surface samples should be taken of till for heavy mineral evaluation. About 50 samples would cover the grid area satisfactorily. If results warrant, a few lines of gravimetric surveying could be done. Two or three RC drill holes (about 500 meter) would then test the anomaly. To date the Company has completed much of this work on the Scout Lake Property with promising results and intends to begin Phase One work on at least two other properties in the Spring / Summer of 2005.
8.
Phase 1 - Scout Lake Evaluation
- Ground Magnetometer - 1 month Instrument Rental 1,800
- 50 Sample Collections - Processing @ $50 each 2,500
- Gravimetric Survey - Instrument Rental 600
- Chemical Analysis - 50 @ $10 each 500
- Personnel - Geologist 2 weeks @ $300/day 4,200
- Personnel - Assistant 2 weeks @ $200/day 2,800
- Accommodation - $100/day x 2 2,800
- Transportation - Truck Rental, Maintenance 2,000
Engineering & Supervision
- Engineering & Supervision 2,000
- Contingencies approximately 5% 900
Phase 1 Total $20,100
Phase Two - Regional Program
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The regional program of exploration is being proposed to locate kimberlite diatremes. At present, we have regional to detailed heavy mineral anomalies and regional to detailed magnetic anomalies. Unfortunately, the heavy mineral dispersion is too widespread and the magnetic anomalies are too numerous to allow reasonable drill target selection. The following systematic approach may help us to alleviate this problem:
Regional Structural Study
Kimberlite pipe emplacement is governed by deep-seated structures that penetrate stable Archean Cratons and allow the rapid rise of lower mantle ultramafic magmas through diamond-bearing strata. Some of the major structures in southern Saskatchewan are known, but it appears that a satellite imagery interpretation, in particular of radar data, would be of value to us.
Regional Heavy Mineral Study
Heavy mineral data is already available to us from the government and other available for purchase proprietary surveys. However, a large proportion of the area of our interest remains without data.
It is proposed that a detailed heavy mineral survey be conducted over the area with one sample being taken per township to start. The usual method of processing heavy mineral samples, which includes, washing, sizing, gravity separation by jig, tables or heavy liquids, microscopic hand-picking and microprobe analysis would be prohibitively expensive. Therefore, the following processing methodology is suggested:
9.
(a) Sample till or stream sediments (about 20 kg).
(b) Wash and sieve sample in the field or nearby portable equipment to
obtain a clean, sized fraction suitable for hydrosizing.
(c) Use a laboratory-sized elutriator (hydrosizer) to obtain a sized,
heavy mineral fraction. Adjust density to retain all indicator
minerals.
(d) Analyze for chromium and nickel and other trace elements by total
fusion and ICP. This will provide an indicator for ultramafic
rocks.
(e) Plot results and evaluate for trends.
(f) Some detailed HM testing, -microprobing grain-picking.
Wood Mountain Formation Study
Heavy minerals including standard indicator minerals and micro-diamonds have been recovered from the unconsolidated sand and gravel deposits of the Wood Mountain formation. We believe that a heavy mineral study of this formation and a paleo-current study should be undertaken. The samples should be processed in the same manner as in the "Regional Heavy Mineral Study."
Compilation of Geophysical Data
(a) Aeromagnetic
(b) Ground magnetic
(c) Gravimetric
(d) Seismic
G.I.S. Compilation of all Data
A G.I.S. compilation of the following data should be undertaken in order to select the best drill targets:
(a) Bedrock Geology
(b) Surficial Geology
(c) Our HM Surveys
(d) Government surveys
(e) Federal-provincial geochem and HM
(f) Aeromagnetic Data surveys
(g) Gravity Data
(h) Seismic Data
(i) Ground Magnetic Data
(j) Cratonic Age Data
(k) Satellite Radar Imagery Interpretation
10.
Phase 2 - Regional Program Regional Structural Study - Satellite Photos - 10 @ $200 each 2,000 - Interpretation - 10 hours @ $500 5,000 - Digitizing - 3,000 Regional Heavy Mineral Study - Sample collection - 600 samples @ $15 each 9,000 - Vehicle - FWD - 3 months @ $2,000/month 6,000 - Detail Sample Collection - 1000 samples @ $15 each 15,000 - Initial Processing 24,000 - Washer/Sieve rental - 3 months @ $2,000/month 6,000 - Sample Bags - 1,600 20Kg bags @ $1 each 1,600 - Sample Bags - 1,600 2Kg bags @ $1 each 1,600 - Elutriation - 1600 @ $18.75 each 30,000 - ICP (total) - 1600 @ $10 each 16,000 - Digitizing 3,000 Regional Surficial Geology Study - Data Interpretation 4,000 - Digitizing 3,000 Compilation of Geophysical Data - Data Collection 2,500 - Data Interpretation 5,000 - Digitizing 4,000 G.I.S. Compilation - Additional Data Collection 5,000 - Data Interpretation 5,000 - Digitizing 5,000 Engineering & Supervision - Engineering & Supervision 15,000 - Contingencies approximately 5% 7,800 Phase 2 Total $178,500 |
Phase Three - Drilling and Confirmation
The goal of this phase will be to locate anomalous areas by the use of ground magnetic surveys, and to prioritize each for test drilling.
Gravimetric Surveys will be completed over the ground magnetic anomalies - 1 or 2 lines per anomaly. Test Drilling will then be conducted to test the best targets.
11.
Phase 3 - Drilling and Confirmation Ground Magnetic Surveys - Instrument Rental - 3 months @ $1,600/month 4,800 - Field computer Rental - 3 month @ $300/month 900 - Operator/Assistant - 70 Days @ $300/day 21,000 Gravimetric Survey - Instrument Rental - 3 months @ $1,600/month 3,000 - Operator/Assistant - 70 Days @ $300/day 21,000 - Surveying 6,000 Test Drilling - 5,000 ft. @ $10 50,000 - Cutting Analysis - 50 samples @ $500 each 25,000 Engineering & Supervision - Engineering & Supervision 13,000 Contingencies approximately 5% 6,700 Phase 3 Total $151,400 |
24 Month Exploration Budget on new and future claims
The Company intends to option additional property by way of claim staking or acquiring companies with promising mineral claims in the area of Southern Saskatchewan and Northern Montana
Planned Exploration on future Claims Year 1 Year 2
__________________________________________________________________
Claim Staking/property acquisition 50,000 50,000
__________________________________________________________________
Property Exploration Expenditures 500,000 650,000
__________________________________________________________________
$550,000 $700,000
__________________________________________________________________
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The Company's business plan for the year 2005 will consist of further exploration on the properties over which we hold mineral exploration claims and options. As part of Phase Two, the Company also plans to continue staking strategically important areas as more information becomes available with respect to the geology of Southern Saskatchewan. The Company intends to continue using Montgomery Consulting Ltd. and third party contractors to collect soil samples, process and analyze the results, plot drill targets, drill the identified targets and other exploration related work. Upon securing the services of a qualified driller, we intend to drill at least four exploratory holes on the Scout Lake property. The purpose of drilling at Scout Lake is to determine and establish whether the dyke like anomaly is a kimberlitic dyke. This work is scheduled to begin in 2005.
12.
The Company estimates that we will require approximately $2,000,000 Canadian to conduct its full exploration program through 2006. This amount will be used to pay for prospecting and geological mapping, airborne surveys, lodging and food for workers, transportation of workers to and from the work sites, fuel, pick-up truck rentals, assays, drilling, equipment rental, additional claim staking, and supervision, including an daily rate payable to Dr. Montgomery of $400 per day, plus out of pocket expenses, for time spent in the field.
ITEM 3. DESCRIPTION OF PROPERTY
The Company does not own real property nor do we hold any lease or other real property interest except for the exploration claims we have acquired pursuant to the Acquisition Agreement as described under "Description of Business" and from staking claims directly with the government of Saskatchewan.
The Company has entered into an agreement to acquire an 80% interest in the Scout Lake property, located near the town of Scout Lake, Saskatchewan.
Scout Lake Property
The Scout Lake Property is located on Canadian NTS Map Sheet 72G.
The property lies approximately 150 kilometers southwest of Regina at geographical coordinates 49 20'N latitude, 106 57'W longitude. The property is serviced by local roads, power and water. The legal descriptions of the three claims that make up the Scout Lake property are noted in the following table.
Claim number Location NTS Area Recorded Area
___________________________________________________________________________
S-135705 All of Sections 10 and 15, 72-H-05 512 Hectares
Township 4 Range 30, West
of the Second Meridian
___________________________________________________________________________
S-135706 All of Sections 11, 14, 23 72-H-05 1024 Hectares
and 26, Township 4 Range
30, West of the Second
Meridian
___________________________________________________________________________
S-135707 All of Sections 24, 25 and 72-H-05 768 Hectares
36, Township 4 Range 30,
West of the Second Meridian
___________________________________________________________________________
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13.
Other Property (Three Claims)
The Bulls Eye Target was initially claimed by the Company on August 31, 2004. The Bulls Eye Target is located on Canadian NTS Map Sheet 72J. The property lies approximately 200 kilometers West of Regina at geographical coordinates 50 30'N latitude, 107 15' longitude. The property is serviced by local roads, power and water. The legal descriptions of the two claims that make up the Bulls Eye Target are noted in the following table.
Claim number Location NTS Area Recorded Area
___________________________________________________________________________
S-137654 All of section 11, 72-J-06 & 256 Hectares
Township 18, Range 10, 72-J-11
West of the Third Meridian
___________________________________________________________________________
S-1357655 All of section 12, 72-J-06 & 256 Hectares
Township 18, Range 10, 72-J-11
West of the Third Meridian
___________________________________________________________________________
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The Wood Mountain North Target was initially claimed by the Company on November 18, 2004. The Wood Mountain North Target is located on Canadian NTS Map Sheet 72G. The property lies approximately 100 kilometers Southwest of Regina at geographical coordinates 49 30'N latitude, 106 30' longitude. The property is serviced by local roads, power and water. The legal descriptions of the claim that make up the Wood Mountain North Target is noted in the following table.
Claim number Location NTS Area Recorded Area
___________________________________________________________________________
S-137742 All of Sections 27, 28, 29 72-G-07, 1024 Hectares
and 30, Township 6, Range 72-G-08,
4, West of the Third 72-G-09
Meridian & 72-G-10
___________________________________________________________________________
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The Company has also claimed other unnamed properties in Saskatchewan as at December 31, 2004. The legal descriptions of the unnamed claims is noted in the following table.
14.
Claim number Location NTS Area Recorded Area
___________________________________________________________________________
S-137765 All of section 31, 72-G-04 256 Hectares
Township 1, RANGE 13, West
of the Third Meridian
___________________________________________________________________________
S-137766 All of section 9, Township 72-G-04 256 Hectares
1, RANGE 14, West of the
Third Meridian
___________________________________________________________________________
S-137767 All of section 5, Township 72-F-08 256 Hectares
4, RANGE 18, West of the
Third Meridian
___________________________________________________________________________
S-137768 All of section 29, Township 6, 72-F-08 & 256 Hectares
RANGE 18, West of the 72-F-09
Third Meridian
___________________________________________________________________________
S-137769 All of section 4, Township 2, 72-F-02 256 Hectares
RANGE 22, West of the
Third Meridian
___________________________________________________________________________
S-137770 All of sections 28 and 33, 72-F-14 512 Hectares
Township 9, RANGE 25, West of
the Third Meridian
___________________________________________________________________________
S-137771 All of sections 5 and 6, 72-F-05 512 Hectares
Township 5, RANGE 28, West of
the Third Meridian
___________________________________________________________________________
S-137772 All of section 7, Township 5, 72-F-05 256 Hectares
RANGE 28, West of the Third
Meridian
___________________________________________________________________________
S-137773 All of section 9, Township 5, 72-F-05 256 Hectares
RANGE 28, West of the
Third Meridian
___________________________________________________________________________
S-137774 The North half of sections 7, 8 72-G-03 1152 Hectares
and 9 and all of sections 16,
17 and 18, Township 3, Range
9, West of the Third Meridian.
___________________________________________________________________________
S-137775 All of section 19, Township 3, 72-G-03 256 Hectares
RANGE 9, West of the Third
Meridian
___________________________________________________________________________
S-137776 The North half of sections 10, 72-G-03 1152 Hectares
11 and 12 and all of sections
13, 14 and 15, Township 3,
Range 10, West of the Third
Meridian.
___________________________________________________________________________
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15.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the name and address of each officer and director of the Company and each person who owns beneficially more than five percent of the Common Stock of the Company, and the number of shares owned by each such person and by all officers and directors as a group:
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner of Class
_______________________________________________________________________
Common Kevin M. Stunder 32,035,000 27.78
3880 Lynn Valley Rd.
North Vancouver, BC
V7K 2S6
Joel Haskins 32,035,000 27.78
807 - 525 Seymour Street
Vancouver, BC
V6B 3H7
All Officers and
Directors as a Group 64,070,000 55.56
(three [3] individual)
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following table sets forth the name, address and position of each of our executive officers and directors as of the date hereof:
Name Age Position ____ ___ ________ Kevin M. Stunder 36 Director and 3880 Lynn Valley Rd. President North Vancouver, BC Canada, V7K 2S6 Joel Haskins 34 Director, Secretary 807 - 525 Seymour Street and Treasurer Vancouver, BC Canada, V6B 3H7 Dr. Joseph Montgomery 78 V.P. Director 525 Seymour Street and VP Exploration Suite 807 Vancouver, BC Canada, V6b 3H7 |
16.
Kevin Stunder, President and Director
Mr. Stunder has over 10 years experience in business strategy and marketing. He has acted in a Director role of several public companies including Vantage Point Systems Inc., Intrawest Corporation, and Rhino Resources, Inc. He brings leadership operational expertise and vision to the management team. Kevin holds a degree in Business Administration from Simon Fraser University. During his tenure with Intrawest, Mr. Stunder has spoken at several executive engagements and been awarded International honors for technology projects under his direction.
Dr. Joseph Montgomery, PhD, P. Eng., VP Exploration and Director
Dr. Montgomery is a recognized diamond specialist having worked on several diamond and mining projects around the World. As part of his continuing role with the Company, Dr. Montgomery will act as the Company's Vice President of Exploration. Dr. Montgomery will oversee all exploration activities and provide market analysis and geologic and reserve analysis for The Company. He has prepared more than 300 geological reports on various mineral deposits including precious metals, base metals, industrial minerals and gemstones for clients and regulatory agencies. Dr. Montgomery has undertaken mineral investigations in North America and South America, Africa, Europe, Asia and Australia. He holds a Bachelor of Science and a Master of Science in Geology from the University of British Columbia and a Ph.D. in Geology from the University of British Columbia.
Joel Haskins, CA, Director, Secretary & Treasurer
Mr. Haskins will provide the financial expertise required to direct The Company's financial affairs. Mr. Haskins has worked as the CFO and Executive Director of a Swiss Venture capital firm managing over USD 1 Billion in public and private investments. He graduated from Simon Fraser University in Canada, with a degree in Business Administration and then went on to become a Chartered Accountant in 1997.
Executive Compensation
The executive officers, Mssrs. Stunder and Haskins, have not yet received any annual salary compensation for their services. However, the executive officers will likely receive an annual salary or other compensation in the future. The Company has not entered into employment agreements with any of its officers or directors of the Company.
17.
The officers and directors may be deemed parents and promoters of the Company as those terms are defined by the Securities Act of 1933, as amended. All directors hold office until the next annual stockholder's meeting or until their death, resignation, retirement, removal, disqualification, or until their successors have been elected and qualified. Officers of the Company serve at the will of the Board of Directors.
No remuneration has been paid for officers and directors except reimbursement for out-of-pocket expenditures for activities on the Company's behalf. None of the officers and directors anticipates devoting more than 10% of his or her time to Company activities.
The Company has paid no compensation or consulting fees to its executive officers as a group. The Company is not a party to any employment agreements. The Company has no retirement pension, profit sharing or stock option plans or insurance or medical reimbursement plans covering its officers and directors, and does not contemplate implementing any such plans at this time.
Conflicts of Interest
Members of the Company's management are associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and directors are engaged in other business activities, management anticipates it will devote only a minor amount of time to the Company's affairs.
Our officers and directors are now and may in the future become shareholders, officers or directors of other companies which may be engaged in business activities similar to those conducted by the Company. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of the Company or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. The Company does not currently have a right of first refusal pertaining to opportunities that come to management's attention insofar as such opportunities may relate to the Company's proposed business operations.
18.
The officers and directors are, so long as they are officers or directors of the Company, subject to the restriction that all opportunities contemplated by the Company's plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to the Company and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If the Company or the companies in which the officers and directors are affiliated with both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if the Company should decline to do so. Except as set forth above, the Company has not adopted any other conflict of interest policy with respect to such transactions.
Independent Directors.
We have no independent directors. The Company does intend to secure independent directors; however, until such time as it is financially able to attract independent directors and the Company is able to meet the cost of insuring each director, the Company will not, in all likelihood, be able to have a board containing independent directors.
Subject to the Company attracting independent directors and providing insurance for each director, so long as the Company has an outstanding class of securities registered under the Securities Exchange Act of 1934, as amended, and the outstanding securities are held of record by 100 or more persons of record, after the annual meeting in 2006, the Company contemplates having not less than one independent director and after the annual meeting in 2007, the Company contemplates having a majority of independent directors.
Audit Committee and Other Committees.
Our board of directors has not established an audit committee.
We recognize that an audit committee, when established, will play a critical role in its financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. The audit committee will adopt its own charter.
Until such time as an audit committee has been established,
the board of directors will continue to undertake those tasks normally
associated with an audit committee to include, but not by way of limitation, the
(i) review and discussion of the audited financial statements with management,
and (ii) discussions with the independent auditors the matters required to be
discussed by the Statement On Auditing Standards No. 61, as may be modified or
supplemented.
19.
The auditor is subject to peer review consistent with the American Institute of Certified Public Accountants (AICPA) procedures.
In addition, the Company does not have any compensation or executive or similar committees.
ITEM 6. EXECUTIVE COMPENSATION.
Employment Agreements
No remuneration has been paid for officers and directors except reimbursement for out-of-pocket expenditures for activities on the Company's behalf. None of the officers and directors anticipates devoting more than 10% of his or her time to Company activities. The Company has not entered into employment agreements with any of its officers or directors of the Company.
Stock Option and Other Agreements
No compensation is payable to directors of the Company in connection with attendance at board meetings, except as to such directors who also serve as officers of the Company in capacities other than directors and/or officers. At this time, no other compensation has been scheduled for any other member of the Board of Directors of officers of the Company.
Future compensation of officers will be determined by the Board of Directors based upon financial condition and performance of the Company, the financial requirements of the Company, and upon individual performance of each officer. The Board of Directors intends to insure that the salaries paid to the Company's officers and employees are reasonable and prudent and are based upon both the financial condition and performance of the Company and upon the performance of the individual officers.
The Company has no retirement pension, profit sharing or stock option plans or insurance or medical reimbursement plans covering its officers and directors, and does not contemplate implementing any such plans at this time.
20.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Certain Relationships and Related Transactions
We have entered into an Acquisition Agreement dated June 16, 2004 with Dr. Montgomery and Mr. Fu. Under the terms of the agreement, the Company must spend CAD 150,000 (approximately $115,000) on exploration work within 15 months of closing and an additional CAD 200,000 (approximately $153,000) within 24 months of closing. Dr. Montgomery and Frankie Fu will not be required to fund any exploration work on the property until a positive feasibility study is obtained, after which they will be required to fund their 20% of mine development costs.
Under the terms of the Acquisition Agreement, we will issue shares to Dr. Montgomery and Mr. Fu to provide them 10% of the Company's outstanding shares calculated as of July 1, 2004. These shares are issuable upon the completion of the initial required exploration work and the determination to continue developing the Scout Lake properties. If it is determined after the work program that no further development will be undertaken, no shares will be issued. The shares to be issued by us upon the completion of the work program and a decision of the Company to continue exploration are not to exceed 12,813,334 shares of common stock.
The officers and directors may be deemed parents and promoters of the Company as those terms are defined by the Securities Act of 1933, as amended. All directors hold office until the next annual stockholder's meeting or until their death, resignation, retirement, removal, disqualification, or until their successors have been elected and qualified. Officers of the Company serve at the will of the Board of Directors.
ITEM 8. DESCRIPTION OF SECURITIES.
Generally.
The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $.001 of which 115,320,000 are issued and outstanding on December 31, 2004 and as of today. We have no preferred stock authorized for issuance.
21.
All shares of Common Stock have equal voting rights and, when validly issued and outstanding, are entitled to one vote per share in all matters to be voted upon by shareholders. The shares of Common Stock have no preemptive, subscription, conversion or redemption rights and may be issued only as fully-paid and nonassessable shares. Cumulative voting in the election of directors is not permitted, which means that the holders of a majority of the issued and outstanding shares of Common Stock represented at any meeting at which a quorum is present will be able to elect the entire Board of Directors if they so choose and, in such event, the holders of the remaining shares of Common Stock will not be able to elect any directors. In the event of liquidation of the Company, each shareholder is entitled to receive a proportionate share of the Company's assets available for distribution to shareholders after the payment of liabilities and after distribution in full of preferential amounts, if any. All shares of the Company's Common Stock issued and outstanding are fully-paid and nonassessable.
Holders of our shares of Common Stock are entitled to share pro rata in dividends and distributions with respect to the Common Stock, as may be declared by the Board of Directors out of funds legally available. We have not paid any cash dividends on our Common Stock since inception and we intend to follow a policy of retaining any earnings to finance the development and growth of its business. Accordingly, we do not anticipate the payment of cash dividends in the foreseeable future.
Shares Eligible for Future Sale
The Company has 115,320,000 shares of common stock outstanding, of which 64,070,000 shares are considered "restricted securities" and in the future, may be sold only in compliance with Rule 144 or in an exempt transaction under the Securities Act of 1933, as amended, (the "Act") unless registered under the Act (the "Restricted Shares").
In general, under Rule 144 as currently in effect, subject to the satisfaction of certain conditions, a person, including an affiliate of the Company (or persons whose shares are aggregated), who has owned the Restricted Shares of common stock beneficially for at least one year is entitled to sell, within any three month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of the same class or, if the common stock is quoted on a national quotation system, the average weekly trading volume during the four calendar weeks preceding the sale. A person who has not been an affiliate of the Company for at least the three months preceding the sale and who has beneficially owned shares of common stock for at least two years is entitled to sell such shares under Rule 144 without regard to any of the limitations described above.
22.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information
There is no established trading market in our Common Stock.
We have been assigned a trading symbol of MDEX in connection with the reporting of a secondary market transaction or transactions by a broker or dealer in the Automated Confirmation Transaction Service.
The Securities and Exchange Commission adopted Rule 15g-9, which established the definition of a "penny stock," for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
23.
For the initial listing in the NASDAQ SmallCap market, a company must have net tangible assets of $4 million or market capitalization of$50 million or a net income (in the latest fiscal year or two of the last fiscal years) of $750,000, a public float of 1,000,000 shares with a market value of $5 million. The minimum bid price must be $4.00 and there must be 3 market makers. In addition, there must be 300 shareholders operating history of at least one year or a market capitalization of $50 million.
For continued listing in the NASDAQ SmallCap market, a company must have net tangible assets of $2 million or market capitalization of $35 million or a net income (in the latest fiscal year or two of the last fiscal years) of $500,000, a public float of 500,000 shares with a market value of $1 million. The minimum bid price must be $1.00 and there must be 2 market makers. In addition, there must be 300 shareholders holding 100 shares or more.
Shareholders
There are one hundred ninety (197) holders of the Company's Common Stock.
Shares Eligible for Resale
Except for the shares of stock held by our officers and directors, all of our issued and outstanding shares of Common Stock held by non-affiliates are eligible for sale under Rule 144 promulgated under the Securities Act of 1933, as amended, subject to certain limitations included in said Rule. In general, under Rule 144, a person (or persons whose shares are aggregated), who has satisfied a one year holding period, under certain circumstances, may sell within any three-month period a number of shares which does not exceed the greater of one percent of the then outstanding Common Stock or the average weekly trading volume during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of shares without any quantity limitation by a person who has satisfied a two-year holding period and who is not, and has not been for the preceding three months, an affiliate of the Company.
In summary, Rule 144 applies to affiliates (that is, control persons)
and nonaffiliates when they resell restricted securities (those purchased from
the Company or an affiliate of the Company in nonpublic transactions).
Nonaffiliates reselling restricted securities, as well as affiliates selling
restricted or nonrestricted securities, are not considered to be engaged in a
distribution and, therefore, are not deemed to be underwriters as defined in
Section 2(11), if six conditions are met:
24.
(1) Current public information must be available about the Company unless sales are limited to those made by nonaffiliates after two years.
(2) When restricted securities are sold, generally there must be a one-year holding period.
(3) When either restricted or nonrestricted securities are sold by an affiliate after one year, there are limitations on the amount of securities that may be sold; when restricted securities are sold by non-affiliates between the first and second years, there are identical limitations; after two years, there are no volume limitations for resales by non-affiliates.
(4) Except for sales of restricted securities made by nonaffiliates after two years, all sales must be made in brokers' transactions as defined in Section 4(4) of the Securities Act of 1933, as amended, or a transaction directly with a "market maker" as that term is defined in Section 3(a)(38) of the 1934 Act.
(5) Except for sales of restricted securities made by nonaffiliates after two years, a notice of proposed sale must be filed for all sales in excess of 500 shares or with an aggregate sales price in excess of $10,000.
(6) There must be a bona fide intention to sell within a
reasonable time after the filing of the notice referred to in
(5) above.
ITEM 2. LEGAL PROCEEDINGS
We are not party to any material pending legal proceedings and has no knowledge that any such proceedings are threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There have been no disagreements with the findings of any of the accountants.
25.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On June 02, 2004 the Issuer authorized the sale of 11,814 shares (59,070,000 shares after stock 5000 for 1 stock split) of its common stock for $.04 per share to the following persons in the amount indicated opposite each person's name:
Name of Purchaser Amount of Shares Purchased Amount Paid ______________________________________________________________________ Joel DC Haskins 5,907 (29,535,000 after split) $236.28 ______________________________________________________________________ Kevin M Stunder 5,907 (29,535,000 after split) $236.28 ______________________________________________________________________ Total 11,814 (59,070,000 after split) $472.56 ______________________________________________________________________ |
These shares were issued on July 1, 2004 and were sold pursuant to
Section 4(2) of the Act and were not issued in connection with any public
offering. Kevin Stunder is our President and Joel Haskins is our Treasurer.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has been informed that liability is not eliminated or limited unless the Company includes the provision, like it has, in its original articles of incorporation or ads the provision by amendment. Under Nevada law, liability may be eliminated or limited as to both directors and officer. Thus, the liability of a director may be eliminated for breach of his or her fiduciary duty as an officer. Similarly, an officer may be relieved of liability to the Company for breach of his or her duties as an officer. However, the law does not permit the elimination of limitation of liability for acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law. The Company has also been informed that the adoption of a provision eliminating liability of directors or officers does not mean that these individuals will never find themselves as a defendant in actions or suits arising from the performance of their duties. First, liability may not be eliminated or limited for acts or omissions which involve intentional misconduct, fraud, or knowing violation of law. Second, liability may not be eliminated or limited for the payment of dividends in violation of Nevada Revised Statutes. The Company has also been informed that the statute refers only to liability for damages. Thus, the article provision will not protect a director or officer from suits seeking equitable relief or orders requiring the return of corporate property. Since the statute is limited to liability of a director or officer to the corporation or stockholders, the provision will afford no protection in suits brought by third parties. As the statute reflects, it applies only to liability for breach of fiduciary duty as a director or officer. If a director or officer is also a majority stockholder, he or she may be liable for monetary damages for breach of duty to the minority. Further, the Company has been advised that the directors and officers will not be able to escape liability for violations of federal and state securities laws.
26.
Nevada Revised Statutes, Section 78.751 reads, in full, as follows:
1. Any discretionary indemnification under NRS 78.7502, unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director of officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
27.
3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.
PART F/S
Financial Statements.
The following financial statements are attached to this report and filed as a part thereof.
1) Table of Contents
2) Independent Auditors' Report
3) Assets
4) Liabilities and Stockholders' Equity
5) Statement of Operations
6) Statement of Changes in Shareholders' Equity
7) Statement of Cash Flows
8) Notes to Financial Statements
28.
PART III
ITEM 1. EXHIBIT INDEX
Sequential
No. Page No.
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation, as amended
3.2 Bylaws
(10) Material Contracts
10.1 Mineral Property Agreement Contract
(23) Consents - Experts
23.1 Consent of Kyle Tingle
SIGNATURES AND CERTIFICATIONS
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 4, 2005 MADISON EXPLORATIONS, INC.
By: /s/ KEVIN M. STUNDER
____________________
Kevin M. Stunder
President
|
29.
MADISON EXPLORATIONS, INC.
(A Development Stage Enterprise)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
DECEMBER 31, 2003
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONTENTS
INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS F-1 FINANCIAL STATEMENTS Consolidated Balance Sheets F-2 Consolidated Statements of Income F-3 Consolidated Statements of Stockholders' Equity F-4 Consolidated Statements of Cash Flows F-5 Notes to Consolidated Financial Statements F-6-12 ________________________________________________________________________________ |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Madison Explorations, Inc.
Vancouver, British Columbia
I have audited the accompanying consolidated balance sheet of Madison Explorations, Inc. (A Development Stage Enterprise) as of December 31, 2004 and the related consolidated statements of income, stockholders' equity (deficit), and cash flows for the year then ended and the period June 15, 1998 (inception) through December 31, 2004. These consolidated financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these consolidated financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about 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. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Madison Explorations, Inc. (A Development Stage Enterprise) as of December 31, 2004 and the results of its operations and cash flows for the year then ended and the period June 15, 1998 (inception) through December 31, 2004, in conformity with U.S. generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has limited operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Kyle L. Tingle, CPA, LLC
March 14, 2005
Las Vegas, Nevada
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
December 31, December 31,
2004 2003
____________ ____________
ASSETS
CURRENT ASSETS
Cash $ 30,841 $ 450
_________ ________
Total current assets $ 30,841 $ 450
_________ ________
MINERAL CLAIMS $ 1,661 $ -
_________ ________
Total assets $ 32,502 $ 450
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 5,927 $ -
Deposits 44,000 -
Officers loans and advances 26,654 -
_________ ________
Total current liabilities $ 76,581 $ -
_________ ________
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: $.001 par value;
authorized 500,000,000 shares;
issued and outstanding: 56,250,000 shares
at December 31, 2003 and 115,320,000
shares at December 31, 2004 $ 115,320 $ 56,250
Additional paid-in capital 5,000 -
Accumulated other comprehensive income (2,554) -
Accumulated deficit during development stage (161,845) (55,800)
_________ ________
Total stockholders' equity (deficit) $ (44,079) $ 450
_________ ________
Total liabilities and
stockholders' equity (deficit) $ 32,502 $ 450
========= ========
See Accompanying Consolidated Notes to Financial Statements.
|
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF INCOME
June 15, 1998
Year Ended (inception) to
December 31, December 31, December 31,
2004 2003 2004
____________ ____________ ______________
Revenues $ - $ - $ -
Cost of revenue - - -
____________ ____________ ___________
Gross profit $ - $ - $ -
Operating expenses
Exploration and development $ 27,154 $ - $ 27,154
General and administrative 19,380 - 19,380
____________ ____________ ___________
Operating (loss) $ (46,534) $ - $ (46,534)
Other expense 913 - 913
____________ ____________ ___________
Net loss $ (47,447) $ - $ (47,447)
============ ============ ===========
Net loss per share, basic
and diluted $ (0.00) $ 0.00 $ 0.00
============ ============ ===========
Average number of shares
of common stock outstanding 90,465,410 56,250,000 61,485,301
============ ============= ===========
See Accompanying Consolidated Notes to Financial Statements.
|
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Accumulated
Deficit Accumulated
Common Stock Additional During Other
_______________________ Paid in Development Comprehensive
Shares Amount Capital Stage Income Total
__________ ________ __________ ___________ _____________ ________
June 15, 1998, issue
common stock 56,250,000 $ 56,250 $ - $ (55,800) $ - $ 450
Net loss, December 31, 1999
__________ ________ ________ _________ ________ ________
Balance, December 31, 1999 56,250,000 $ 56,250 $ - (55,800) $ - $ 450
Net loss, December 31, 2000 0
__________ ________ ________ _________ ________ ________
Balance, December 31, 2000 56,250,000 $ 56,250 $ - $ (55,800) $ - $ 450
Net loss, December 31, 2001
__________ ________ ________ _________ ________ ________
Balance, December 31, 2001 56,250,000 $ 56,250 $ - $ (55,800) $ - $ 450
Net loss, December 31, 2002
__________ ________ ________ _________ ________ ________
Balance, December 31, 2002 56,250,000 $ 56,250 $ - $ (55,800) $ - $ 450
Net loss, December 31, 2003
__________ ________ ________ _________ ________ ________
Balance, December 31, 2003 56,250,000 $ 56,250 $ - $ (55,800) $ - $ 450
Issuance of common stock 59,070,000 59,070 (58,598) 472
June 14, 2004 forward stock split
5000:1
Capital contribution 5,000 5,000
Foreign currency translation
adjustments (2,554) (2,554)
Net loss, December 31, 2004 (47,447) (47,447)
__________ ________ ________ _________ ________ ________
Balance, December 31, 2004 115,320,000 $115,320 $ 5,000 $(161,845) $ (2,554) $(44,079)
=========== ======== ======== ========= ======== ========
See Accompanying Consolidated Notes to Financial Statements.
|
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
June 15, 1998
Year Ended (inception) to
December 31, December 31, December 31,
2004 2003 2004
____________ ____________ ______________
Cash Flows From
Operating Activities
Net loss $(47,447) $ - $ (47,447)
Adjustments to reconcile net loss
to cash used in operating activities:
Changes in assets and liabilities
Increase (decrease) in accounts payable and accruals 5,588 - 5,588
Increase in deposits on investments 44,000 - 44,000
________ _____ _________
Net cash used in
operating activities $ 2,141 $ - $ 2,141
________ _____ _________
Cash Flows From
Investing Activities
Investment in Mining Claims $ (1,661) $ - $ (1,661)
________ _____ _________
Net cash provided used in
investing activities $ (1,661) $ - $ (1,661)
________ _____ _________
Cash Flows From
Financing Activities
Issuance of common stock $ 472 $ - $ 922
Capital contribution 5,000 - 5,000
Officer loans and advances 23,897 - 23,897
________ _____ _________
Net cash provided by
financing activities $ 29,369 $ - $ 29,819
________ _____ _________
Effect of exchange rate changes on cash and
cash equivalents $ 542 $ - $ 542
________ _____ _________
Net increase (decrease)
in cash $ 30,391 $ - $ 30,841
Cash, beginning of period 450 450 $ -
________ _____ _________
Cash, end of period $ 30,841 $ 450 $ 30,841
======== ===== =========
See Accompanying Consolidated Notes to Financial Statements.
|
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS:
Madison Explorations Inc. (the "Company"), formerly known as Madison-Taylor General Contractors, Inc., was incorporated in the State of Nevada on June 15, 1998. The Company is engaged in activities related to the exploration for mineral resources in Canada. The Company currently has operations in the exploration of natural resources and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, "ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a Development Stage Enterprise.
As further explained in Note 3, the Company has entered into an agreement with Dr. Joseph Montgomery to acquire an 80% working interest in the Scout Lake Property, located near the town of Scout Lake, Saskatchewan. The parties have also agreed to work exclusively with each other in the Provinces of Saskatchewan, Alberta and the State of Montana. 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 will use the services of Montgomery Consultants Ltd. as well as other 3rd party contractors to conduct surveys and exploration at the properties to begin to enable it to determine whether it can extract and produce diamonds (see Note 3).
The Company incorporated Scout Resources, Inc. as a wholly owned subsidiary to conduct the Canadian exploration activities of the Company.
A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany balances and transactions have been eliminated.
ESTIMATES
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. These financial statements show that Madison Explorations, Inc. had a substantial working capital deficiency and that it has suffered losses since inception. Management believes that, at a minimum, the Company will still need total additional financing of approximately $2,000,000 to continue to operate as planned during the twelve-month period subsequent to December 31, 2004. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements have been prepared on the basis of generally accepted accounting principles as applicable to a going concern, however the future of Madison Explorations, Inc. will depend upon the company's ability to obtain adequate financing, successfully resolve any outstanding contingencies and attain profitable operations. Although the successful resolution of these uncertainties is not assured, management is of the opinion that current negotiations for financing and ultimate satisfactory settlement of any contingencies will allow the company to continue its operations.
Management plans to obtain such financing through private and public offerings of debt and equity securities. However management cannot assure that the Company will be able to obtain any or all of the additional financing it will need to continue to operate through at least December 31, 2005 or that, ultimately, it will be able to generate any profitable commercial mining operations. If the Company is unable to obtain the required financing, it may have to curtail or terminate its operations and liquidate its remaining assets and liabilities.
The accompanying financial statements do not include any adjustments related to the recoverability and classifications of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue its operations as a going concern
CASH
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2004 and December 31, 2003.
INCOME TAXES
Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING
Advertising costs are charged to operations as incurred. Advertising costs for the years ended December 31, 2004 and 2003 were $1,797 and $0, respectively.
MINING COSTS
Exploration and evaluation costs are expensed as incurred. Management's decision to develop or mine a property will be based on an assessment of the viability of the property and the availability of financing. The Company will capitalize mining exploration and other related costs attributable to reserves in the event that a definitive feasibility study establishes proven and probable reserves. Capitalized mining costs will be expensed using the unit of production method and will also be subject to an impairment assessment.
CONCENTRATIONS OF CREDIT RISK
The Company maintains its cash in bank deposit accounts, the balances of which, at times, may exceed Federal insurance limits. Exposure to credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings.
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.
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
The functional currency of the Company's operations 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' deficiency while foreign currency transaction gains and losses are included in operations.
The Company recorded a foreign currency loss of $243 and $0 during the year ended December 31, 2004 and the year ended December 31, 2003, respectively.
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs (an amendment of Accounting Research Bulletin No. 43, Chapter 4)." SFAS No. 151 seeks to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) in the determination of inventory carrying costs. The statement requires such costs to be treated as a current period expense and is effective for fiscal years beginning after July 15, 2005. The Company does not believe the adoption of SFAS No. 151 will have a significant impact on its financial position or results of operations.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment." SFAS No. 123R replaced SFAS No. 123 and superceded APB Opinion No. 25. SFAS No. 123R will require compensation costs related to share-based payment transactions to be recognized in the financial statements. The adoption of SFAS No. 123 (revised 2004) should not have a significant impact on the Company's financial position or results of operations until such time the Company has share-based payments. The Company will adopt the provisions of SFAS No. 123R at that time.
NOTE 2. STOCKHOLDERS' EQUITY
COMMON STOCK
The authorized common stock of the Company consists of 500,000,000 shares of $0.001 par stock. On June 15, 1998 the Company authorized and issued 56,250,000 shares of its common stock in consideration of $450 in cash.
On June 7, 2004 the Company issued 59,070,000 in consideration of $472 in cash.
On June 14, 2004, the State of Nevada approved the Company's restated Articles of Incorporation, which increased its capitalization from 25,000 common shares to 500,000,000 common shares. The no par value was changed to $0.001 per share.
On June 14, 2004, the Company's shareholders approved a forward split of its common stock at five thousand shares for one share of the existing shares. The number of common stock shares outstanding increased from 23,064 to 115,320,000. Prior period information has been restated to reflect the stock split
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 2. STOCKHOLDERS' EQUITY
NET LOSS PER COMMON SHARE
Net loss per share is calculated in accordance with SFAS No. 128, "EARNINGS PER SHARE." The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
The Company has no warrants or options outstanding at December 31, 2004 and December 31, 2003.
NOTE 3. MINERAL CLAIMS
SCOUT LAKE
Pursuant to an agreement consummated on June 16, 2004, the Company acquired an 80% interest in certain mineral dispositions near the Town of Scout Lake, Saskatchewan from two third parties. One of the parties is a key consultant and advisor to the Company
Under the terms of the agreement the Company must spend Canadian Adjusted Dollars ("CAD") $150,000 CAD (approximately $125,000 USD) on exploration work within 15 months of closing and an additional $200,000 CAD (approximately $166,000 USD) within 24 months of closing. The other third parties will not be required to fund any exploration work on the property until a positive feasibility study is obtained, after which they will be required to fund their 20% of mine development costs.
Under the terms of the agreement, the Company will issue shares to these third parties to provide them 10% of the Company's outstanding shares calculated as of July 1, 2004. These shares are issuable upon the completion of the initial required exploration work ("work program") and the determination to continue developing the Scout Lake properties. If it is determined after the work program that no further development will be undertaken, no shares will be issued. Issuable shares upon the completion of the work program and a decision of the Company to continue exploration are 12,813,334.
HERBERT ANAMOLY
Pursuant to an agreement consummated on September 19, 2004, the Company optioned 20% interest in mineral claims in Saskatchewan to Echo Resources, Inc. ("Echo") in consideration of $44,000. This is treated as a deposit on the financial statements.
After six months, Echo will be required to fund 50% any exploration work on the property to maintain its 20% interest. If the Company decides not to continue work on the property, Echo will have the first right of refusal to continue development of the site.
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 4. RELATED PARTY TRANSACTIONS
The officers of the Company have advanced funds to the Company to continue ongoing operations. On June 25, 2004, each officer executed a demand note at 5% interest for $15,000 in Canadian funds. Also, funds were advanced to the Company to form its subsidiary. A total of $147 in US dollars was advanced for this purpose. Since all funds advanced are due on demand, this amount has been classified as a liability in the accompanying financial statements. The officers of the Company also submit expense reports on a regular basis of expenses incurred on behalf of the Company in the normal performance of their duties. These payable to the officers for unreimbursed expenses totaled $1,091 in Canadian funds at December 31, 2004.
For the year ended December 31, 2004, $643 in interest was accrued on the notes payable. As of December 31, 2004, the officer advances in USD was $26,654.
NOTE 5. COMPREHENSIVE INCOME
Accumulated other comprehensive income consists of the following:
Dec. 31, 2004 Dec. 31,2003
_____________ ____________
Foreign currency translation
adjustment $ (2,554) $ -
============= =======
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The components of other comprehensive income for the year ended December 31, 2004 and June 15, 1998 (date of inception) through December 31, 2004:
Dec. 31, 2004 Since inception
_____________ _______________
Foreign currency translation
adjustment $ (2,554) $(2,554)
============= =======
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NOTE 6. INCOME TAXES
We did not provide any current or deferred Canadian federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.
MADISON EXPLORATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 6. INCOME TAXES (CONTINUED)
The components of the Company's deferred tax asset as of December 31, 2004 and 2003 is as follows:
2004 2003
_____________ _____________
Net operating loss carryforward $ 16,654 $ -
Valuation allowance (16,654) -
_____________ _____________
Net deferred tax asset $ - $ -
============= =============
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A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows:
2004 2003 Since Inception
_____________ _____________ _______________
Tax at statutory rate (35.1%) $ 16,654 $ - $ 16,654
Increase in valuation allowance (16,654) - (16,654)
-------------- ------------- --------------
Net deferred tax asset $ - $ - $ -
============= ============= =============
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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
MADISON-TAYLOR GENERAL CONTRACTORS, INC.
FIRST: The name of the corporation is:
Madison-Taylor General Contractors, Inc.
SECOND: Its registered office in the state of Nevada is located at 6767 W. Tropicana Ave., Suite 207, Las Vegas, Nevada 89103 that this Corporation may maintain an office, or offices, in such other place within or without the State of Nevada as may be from time to time designated by the Board of Directors, or by the By-Laws of said Corporation, and that this Corporation may conduct all Corporation business of every kind and nature, including the holding of all meetings of Directors and Stockholders, outside the States of Nevada as well as within the State of Nevada.
THIRD: The objects for which this Corporation is formed are: To engage in any lawful activity, including but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon corporations any by existing law.
(B) May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized.
(C) Shall have power to have succession by its corporate name for the period limited in its certificates or Articles of Incorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law.
(D) Shall have power to sue and to be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take same devise or bequest in the State of Nevada, or in any other state, territory or country.
(G) Shall have power to appoint such officers and agents as the affairs of the Corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not consistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its shareholders.
(I) Shall have power to wind tip and dissolve itself, or be wound up or dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. The use of the seal or stamp by the Corporation on any corporate documents is not necessary. The Corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document.
(K) Shall have power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or any other lawful purpose of its incorporation: to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specific event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or
for any other lawful object.
(L) Shall have power to guarantee, purchase, hold sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds securities of evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its capital stock, and use therefore its capital, capital surplus, surplus, or other property or fund.
(N) Shall have power to conduct business, have one or more offices, and hold , purchase, mortgage and convey real and personal property in the State of Nevada and in any other of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and any foreign countries.
(O) Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or Articles of Incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the Corporation and in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the Corporation, whether or not such business is similar in nature to the objects set forth in the certificate or Articles of incorporation of the Corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for charitable, scientific or educational purposes.
EIGHTH: The Resident Agent for this corporation shall be:
SAVOY FINANCIAL GROUP, INC.
The address of said agent, and the registered or statutory address of this corporation in the State of Nevada, shall be:
6767 W. Tropicana Ave., Suite 207 Las Vegas, Nevada 89103
NINTH: The corporation is to have perpetual existence.
TENTH In furtherance and not in limitation of the owners conferred by statue, the Board of Directors is expressly authorized:
Subject to the By-Laws. if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its capital stock paid in: to authorize and cause to be executed, mortgages and liens upon the real and personal, property of this corporation.
By resolution passed by a majority of the whole Board of Directors, to designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in the resolution, or in the By-Laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees, shall have such name, or names, as may be stated in the By-Laws of the Corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given
at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have the power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its goodwill and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the Corporation.
ELEVENTH: No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.
TWELFTH: No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statues. Any repeal or modification of this Article by the Stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for the acts or omissions prior to such repeal or modification.
THIRTEENTH: This Corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation and all rights conferred upon. Stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a Corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein are true, and accordingly have hereunto set my hand this 15th day of June 1998.
/s/ PAUL W. ANDRE
_________________
Paul W. Andre
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On this 15th day June 1998, before me, Felicia Nilson a Notary Public, personally appeared Paul W. Andre, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on this person, or entity upon behalf of which the person acted, executed this instrument.
WITNESS my hand and official seal.
/s/ FELICIA NILSON
___________________
Felicia Nilson
Notary Public
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(Notarial Seal appears Here)
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
I, Savoy Financial Group, Inc. hereby accept appointment as Resident Agent of MADISON-TAYLOR GENERAL CONTRACTORS, INC. the previously named Corporation.
/s/ PAUL ANDRE President 06-15-98 ___________________________________________________________ Name Title Date |
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase find convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take same devise or bequest in the State of Nevada, or in any other state, territory or country.
(G) Shall have power to appoint such officers and agents as the affairs of the Corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not consistent with, the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its shareholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or dissolve
(J) Shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. The use of the seal or stamp by the Corporation on any corporate documents is not necessary. The Corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document.
(K) Shall have power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises or any other lawful purpose of its incorporation: to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specific event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or
Filed # C13957-98
May 28, 2004
/s/ DEAN HELLER
In the Office of Dean Heller, Secretary of State
Logo Appears Here
|
Dean Heller
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708 website: secretaryofstate.biz
CERTIFICATE OF AMENDMENT
(Pursuant to NRS 79.385 and 78.390)
Important: Read attached instructions before completing form.
Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 "After Issuance of Stock)
1. Name of corporation:
Madison-Taylor General Contractors, Inc.
2. The articles have been amended as follows (provide article numbers, if available):
RESOLVED when the Article FIRST of the Articles of Incorporation is amended to read in full as follows:
FIRST: The Name of the corporation is:
Madison-Taylor General Contractors, Inc.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is 11.250.
4. Effective date of filing (optional):
5. Officer Signature (required): /s/ C. L. JOHNSON
_________________
*If any proposed amendment would alter or change any preferance penalty relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, or the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
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IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
Filed # C13957-98
June 14, 2004
/s/ DEAN HELLER
In the Office of Dean Heller, Secretary of State
Logo Appears Here
|
Dean Heller
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708 website: secretaryofstate.biz
CERTIFICATE OF AMENDMENT
(Pursuant to NRS 79.385 and 78.390)
Important: Read attached instructions before completing form.
Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 "After Issuance of Stock)
1. Name of corporation:
Madison Explorations, Inc.
2. The articles have been amended as follows (provide article numbers, if available):
Article Fourth is amended to read, in full, as follows:
ARTICLE FOURTH - That the number of shares of common stock which the Corporation shall have authority to issue is Five Hundred Million Shares (500,000,000). The par value of each of such shares is 5001. All shares are one class and are shares of common stock. Upon the amendment of this Article Fourth to read as set forth above, each one outstanding share split, reconstituted and converted into (5,000) shares. Said shares may be issued by the Corporation from time to time for such consideration as may be fixed by the Board of Directors.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is 11.250.
4. Effective date of filing (optional):
5. Officer Signature (required): /s/ C. L. JOHNSON
_________________
*If any proposed amendment would alter or change any preferance penalty relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, or the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
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IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
BY-LAWS
OF
MADISON-TAYLOR GENERAL CONTRACTORS, INC.
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for the transaction of business of the corporation shall be fixed or may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places as the Board of Directors may from time to time designate.
Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.
ARTICLE II
DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the provisions of applicable law and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the Shareholders, or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to an executive committee or others, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
Section 2. STANDARD OF CARE. Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.
1.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of Directors shall be three (3) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this by-law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.
Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
Section 5. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.
A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.
The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.
Any Director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
2.
No reduction of the authorized number of Directors shall have the effect of removing any Director before that Directors' term of office expires.
Section 6. REMOVAL OF DIRECTORS. Subject to applicable law, the entire Board of Directors or any individual Director may be removed from office. In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.
Section 7. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any two (2) Directors and shall be held at the principal executive office of the corporation, unless some other place is designated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained by the Secretary or other Officer designated for that purpose.
Section 8. ORGANIZATIONAL MEETINGS. The organizational meetings of the Board of Directors shall be held immediately following the adjournment of the Annual Meetings of the Shareholders.
Section 9. OTHER REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows:
Time of Regular Meeting: 9:00 A.M.
Date of Regular Meeting: Last Friday of every month
If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of such regular meetings.
Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS. Special meetings of the Board may be called at any time by the President or, if he or she is absent or unable or refuses to act, by any Vice President or the Secretary or by any two (2) Directors, or by one (1) Director if only one is provided.
3.
At least forty-eight (48) hours notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the corporation, or if it is not so shown on such records or if not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive officer of the corporation is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided shall be due, legal and personal notice to such Director.
When all of the Directors are present at any Directors' meeting, however, called or noticed, and either (i) sign a written consent thereto on the records of such meeting, or, (ii) if a majority of the Directors is present and if those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minute thereof, whether prior to or after the holding of such meeting, which said waiver, consent or approval shall be filed with the Secretary of the corporation, or, (iii) if a Director attends a meeting without notice but without protesting, prior thereto or at its commencement, the lack of notice, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.
Section 11. DIRECTORS' ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.
Section 12. QUORUM. A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.
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Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.
Section 14. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
Section 15. COMMITTEES. Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by applicable law.
Section 16. ADVISORY DIRECTORS. The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.
Section 17. RESIGNATIONS. Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
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ARTICLE III
OFFICERS
Section 1. OFFICERS. The Officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, or one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article. Any number of offices may be held by the same person.
Section 2. ELECTION. The Officers of the corporation, except such
Officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen annually by the Board of Directors,
and each shall hold office until he or she shall resign or shall be removed or
otherwise disqualified to serve or a successor shall be elected and qualified.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided by the By-Laws or as the Board of Directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of any Officer under any contract of employment, any Officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or except in case of an Officer chosen by the Board of Directors by any Officer upon whom such power of removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the Officer is a party.
Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filed in the manner prescribed in the By-Laws for regular appointment to that office.
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Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article.
Section 7. PRESIDENT/CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.
Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.
Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of shares present or represented at Shareholders' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation's transfer agent, a share register, or duplicate share register showing the names of the Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.
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The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given. He or she shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.
Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of accounts shall at all reasonable times be open to inspection by any Director.
This Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. PLACE OF MEETINGS. All meetings of the Shareholders shall be held at the principal executive office of the corporation unless some other appropriate and convenient location be designated for that purpose from time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS. The annual meetings of the Shareholders shall be held, each year, at the time and on the day following:
Time of Meeting: 10:00 A.M.
Date of Meeting: April 20th
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If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may be properly brought before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of the corporation. Except as next provided, notice shall be given as for the annual meeting.
Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such Officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such Officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling the meeting may give notice thereof in the same manner provided by these By-Laws.
Section 4. NOTICE OF MEETINGS - REPORTS. Notice of meetings, annual or
special, shall be given in writing not less than ten (10) nor more than sixty
(60) days before the date of the meeting to Shareholders entitled to vote
thereat. Such notice shall be given by the Secretary or the Assistant Secretary,
or if there be no such Officer, or in the case of his or her neglect or refusal,
by any Director or Shareholder.
Such notices or any reports shall be given personally or by mail and shall be sent to the Shareholder's address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of the notice.
Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (1) in case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (2) in the case of an annual meeting, those matters which Board at date of mailing, intends to present for action by the Shareholders. At any meetings where Directors are to be elected notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election.
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If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the corporation is situated, or published at least once in some newspaper of general circulation in the County of said principal office.
Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.
When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which said adjournment is taken.
Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of Shareholders, however called and notice, shall be valid as through had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in applicable law.
Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING - DIRECTORS. Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation, provided, further, that while ordinarily Directors can be elected by unanimous written consent, if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.
Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise provided for under applicable law or the Articles of Incorporation, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the
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action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize to take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Unless the consents of all Shareholders entitled to vote have been solicited in writing,
(1) Notice of any Shareholder approval without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and
(2) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting be less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.
Any Shareholder giving a written consent, or the Share-holder's proxyholders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the corporation.
Section 8. QUORUM. The holder of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.
If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.
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Section 9. VOTING. Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting.
Provided the candidate's name has been placed in nomination prior to the voting and one or more Shareholders has given notice at the meeting prior to the voting of the Shareholder's intent to cumulate the Shareholder's votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled to, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.
The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.
The Board of Directors may fix a time in the future not exceeding thirty (30) days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.
Section 10. PROXIES. Every Shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of applicable law filed with the Secretary of the corporation.
Section 11. ORGANIZATION. The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as Chairman of the meeting. In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a Chairman for such
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meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.
Section 12. INSPECTORS OF ELECTION. In advance of any meeting of Shareholders, the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any Shareholder or his or her proxy shall, make such appointment at the meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholders represented at the meeting.
ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES. Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges preferences and restriction, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.
All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder.
Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issuance.
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Section 2. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tender and for the same number of shares as the one alleged to be lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.
Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE. In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action.
If no record date is fixed; the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given.
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The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.
ARTICLE VI
RECORDS - REPORTS - INSPECTION
Section 1. RECORDS. The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal executive office as fixed by the Board of Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided under applicable law.
Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation's principal executive office and shall be open to inspection by the Shareholders at all reasonable times during office hours.
Section 4. CHECK, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by the Board of Directors.
Section 5. CONTRACT, ETC. -- HOW EXECUTED. The Board of Directors, except as in the By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount except as may be provided under applicable law.
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ARTICLE VII
ANNUAL REPORTS
Section 1. REPORT TO SHAREHOLDERS, DUE DATE. The Board of Directors shall cause an annual report to be sent to the Shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of the Article IV of these By-Laws for giving notice to Shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
Section 1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Article of Incorporation.
Section 2. POWERS OF DIRECTORS. Subject to the right of the Shareholders to adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VIII, and the limitations, if any, under law, the Board of Directors may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment thereof changing the authorized number of Directors.
Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.
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ARTICLE IX
CORPORATE SEAL
Section 1. SEAL. The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date and State of incorporation.
ARTICLE X
MISCELLANEOUS
Section 1. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.
Section 2. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.
Section 3. INDEMNITY. Subject to applicable law, the corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.
Section 4. ACCOUNTING YEAR. The accounting year of the corporation shall be fixed by resolution of the Board of Directors.
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EXHIBIT 10.1
MINERAL PROPERTY AGREEMENT
This Agreement made as of the 16th day of June, 2004.
BETWEEN:
Joseph H. Montgomery, geologist, residing at
8606 Fremlin St., Vancouver, BC V6P 3X3
and
Frankie Fu, businessman, residing at
P.O. Box 53522, 984 West Broadway Street, Vancouver,
BC V5Z 1K7
(herein jointly called "VENDOR")
OF THE FIRST PART
AND:
Joel D. Haskins, businessman, residing at
6696 Wellington Ave., West Vancouver, BC V7W 2H9
and
Kevin M. Stunder, businessman, residing at 3880 Lynn Valley Rd., North Vancouver, BC V7W 2S6
(herein jointly called "PURCHASER")
OF THE SECOND PART
WHEREAS:
(a) Vendor owns certain mineral claims located in the Province of Saskatchewan, Canada (herein called the "PROPERTY"). Particulars of the Property are attached hereto as Schedule "A"; and
(b) Vendor has agreed to sell and Purchaser has agreed to purchase an 80% interest in the Property, subject to the terms and conditions hereinafter set out.
(c) Any previously dated agreements between the Vendor and Purchaser are now deemed null and void.
NOW, THEREFORE THIS AGREEMENT WITNESSES that in consideration of the payments and the premises, mutual covenants and agreements herein contained, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES
1.1 Vendor represents and warrants to Purchaser that:
(a) the mining claims and other interests comprising the Property are accurately described in Schedule A, are presently in good standing under the laws of the jurisdiction in which they are located and are free and clear of all liens, charges and encumbrances;
(b) Vendor has the exclusive right to enter into this Agreement and to dispose of an interest in the Property in accordance with the terms of this Agreement;
(c) any mining claims included in the Property as described in Schedule A have been properly and legally located and recorded;
(d) the execution and delivery of this Agreement and any of the agreements referred to or contemplated herein, will not conflict with or result in the breach of any agreement to which he is a party.
1.3 The representations and warranties herein set out are conditions on which the parties have relied in entering into this Agreement and shall survive the acquisition of any interest in the Property hereunder and each party will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by him and contained in this Agreement.
2. PURCHASE PRICE
2.1 The purchase price for the Vendor's 80% interest in the Property will
be as follows:
(a) Work commitment of Cdn$150,000 to be funded and completed by
Newco within 15 months of closing, and an additional work
commitment of Cdn$200,000 to be funded and completed by Newco
within 24 months of closing, the total work commitment being
Cdn$350,000 (herein called the "Work Program");
(b) Cdn$10,000 initial payment. The recipients agree to renew the
claims listed in Schedule A and to stake new claims in the Area
of Influence, paid at the date of this agreement and acknowledged
by the Vendor.
(c) Ten percent (10%) of the initial share capitalization of Newco in
restricted common stock, calculated from the outstanding amount
issued at the end of day July 01, 2004, (called the "Shares"),
issued from treasury upon the completion of the Work Program to
the satisfaction of both parties. These shares will be released
prorated according to the regulations of the relevant exchange.
The Purchaser will use best efforts to obtain 200,000 of the
Shares as free trading, subject to regulatory approval.
3 TRANSFER OF PROPERTY
3.1 The Purchaser is setting up or acquiring control of an incorporated
company (herein called "Newco"). Newco will acquire all or a portion of
the Purchaser's rights hereunder in exchange for financing the Work
Program and issuing the Shares. The acquisition of Newco will take
place on or before July 01, 2004.
3.2 Vendor hereby transfers and assigns to Purchaser an 80% undivided
interest in and to the Property, free and clear of all encumbrances,
upon payment of the purchase price, issuance of the Shares and
completion of the Work Program.
3.3 The parties agree to arrange for a trust or escrow at the completion of
the work program of the restricted Shares and those documents required
to record the transfer of the 80% interest in the Property. Both the
Shares and transfer documents will be released concurrent with the
completion of the Work Program. Should the Purchaser or Newco fail to
fund the Work Program, or the results of the Work Program be
unsatisfactory to the Purchaser or Newco, they may elect to return the
80% interest in the Property to the Vendor and return the restricted
portion of the Shares to Newco.
3.4 The parties agree that the Vendor's 20% interest in the Property will
be carried through to the stage of a positive feasibility study, after
which the Vendor will be required to fund their 20% of mine development
costs. These costs will be loaned by Newco. The interest rate charged
will be at the equivalent rate of interest that Newco is charged for
the development of the mine. The loan will be repaid by the Vendors
from 80% of their proceeds from production.
3.5 Closing shall take place on or before July 01, 2004.
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4 NOTICE
4.1 Any notice, direction or other communication required or permitted to
be given under this Agreement shall be in writing and may be given by
the delivery of the same to the address listed on the first page
hereof. Any notice, direction or other communication aforesaid will be
deemed to have been given and received on the day it was delivered. Any
party may at any time give to the other party notice in writing of any
change of address of the party filing such notice, and from and after
the filing of such notice, the address specified will be the address of
such party for the purposes of filing notice hereunder.
5 GENERAL PROVISIONS
5.1 ARBITRATION: The parties agree that all questions or matters of dispute
as to the interpretation or effect or any provision of this Agreement
or any schedules attached hereto shall be finally settled by
arbitration carried out by a single arbitrator in accordance with the
provisions of the Commercial Arbitration Act of British Columbia. The
parties agree that the award of such arbitrator shall be binding upon
each of them as to law and fact and there shall be no appeal.
5.2 FURTHER ASSURANCES: The parties will execute such further and other
documents and do such further and other things as may be necessary or
convenient to carry out and give effect to the intent of this
Agreement.
5.3 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
between the parties and replaces and supersedes all prior agreements,
memoranda, correspondence, communications, negotiations and
representations, whether oral or written, express or implied, statutory
or otherwise between the parties with respect to the subject matter
herein. This Agreement may not be amended or modified except by an
instrument in writing signed by each of the parties hereto.
5.4 WAIVER: No consent or waiver, express or implied, by any party to or of
any breach or default by any other party of any or all of its
obligations under this Agreement will be valid unless it is in writing
and stated to be a consent or waiver hereunder.
5.5 MANNER OF PAYMENT: All payments to be made to any party hereunder may
be made by certified check or bank draft delivered to such party at its
address for notice purposes as provided herein
5.7 TIME OF THE ESSENCE: Time is hereby expressly made of the essence with
respect to the performance by the parties of their respective
obligations under this Agreement.
5.8 ENUREMENT: This Agreement shall enure to the benefit of and be binding
on all the parties hereto and their respective heirs, executors,
administrators, personal representatives or successors, as the case may
be and permitted assigns.
5.9 ASSIGNMENT BY PURCHASER: This Agreement and the rights hereunder may
be assigned by Purchaser in whole or in part, without notice to the
Vendor.
5.10 SCHEDULES: The following schedules are incorporated into this Agreement
by reference:
Schedule A Description of Property
5.11 GOVERNING LAW: This Agreement shall be construed and governed by the
laws in force in the Province of British Columbia. This paragraph shall
not be construed to affect the rights of a party to enforce a judgment
or award outside the said Province, including the right to record or
enforce a judgment or award in any jurisdiction in which the Property
is situated.
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5.12 HEADINGS: The headings to the articles, paragraphs, parts or clauses of
this Agreement and the table of contents are inserted for convenience
only and shall not affect the construction hereof.
5.13 CURRENCY: Except as expressly stated herein all dollar amounts
refer to lawful currency of Canada.
5.14 INDEPENDENT LEGAL ADVICE: Each of the parties acknowledges and confirms
that it has been provided sufficient opportunity to obtain the
recommended independent legal advice and understands the terms of, and
its rights and obligations under this Agreement.
5.15 AREA OF INFLUENCE: The parties agree that the Property shall include an
area of influence of ten (10) kilometers surrounding the perimeter
border of the Property. The parties agree to work exclusively with each
other in diamond exploration in the Provinces of Alberta and
Saskatchewan, and the State of Montana. This area of influence applies
to each party.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
SIGNED, AND DELIVERED by )
JOSEPH H. MONTGOMERY )
in the presence of: )
)
)
___________________________ ) ___________________________
witness Joseph H. Montgomery
SIGNED, AND DELIVERED by )
FRANKIE FU )
in the presence of: )
)
)
___________________________ ) ___________________________
witness Frankie Fu
SIGNED, AND DELIVERED by )
JOEL D. HASKINS )
in the presence of: )
)
)
___________________________ ) ___________________________
witness Joel D. Haskins
SIGNED, AND DELIVERED by )
KEVIN M. STUNDER )
in the presence of: )
)
)
___________________________ ) ___________________________
witness Kevin M. Stunder
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SCHEDULE A
TO MINERAL PROPERTY AGREEMENT
CLAIM NO. LOCATION NTS AREA RECORDED AREA
S-135705 All of Sections 72-H-05 512 hectares
10 and 15, Township 4
Range 30, West of
Second Meridian
S-135706 All of Sections 72-H-05 1024 hectares
11, 14, 23 and 26,
Township 4 Range 30,
West of Second Meridian
S-135707 All of Sections 72-H-05 768 hectares
24, 25 and 36
Township 4 Range 30,
West of Second Meridian
72-H-05
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EXHIBIT 23.1
KYLE L. TINGLE, CPA
April 30, 2005
To Whom It May Concern:
The firm of Kyle L. Tingle, CPA, LLC consents to the inclusion of his report of March 14, 2005 accompanying the audited financial statements of Madison Explorations, Inc. as at December 31, 2004 in the Form 10SB12G with the U.S. Securities and Exchange Commission.
Very truly yours,
Kyle L. Tingle, CPA, LLC
3145 East Warm Springs Road, Suite 450, Las Vegas,Nevada 89120, Phone: (702) 434-8452, Fax: (702) 436-4218 e-mail: ktingle@kyletinglecpa.com
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Kevin M. Stunder, certify that:
1. I have reviewed this annual report on Form 10-SB12G 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 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)) 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. 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
c. 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 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.
Dated: May 4, 2005 By: /s/ KEVIN M. STUNDER
___________________________
Kevin M. Stunder
President and Director
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EXHIBIT 31.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Joel Haskins, certify that:
1. I have reviewed this annual report on Form 10-SB12G 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 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)) 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. 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
c. 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 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.
Dated: May 4, 2005 By: /s/ JOEL HASKINS
___________________________
Joel Haskins
Secretary, Treasurer, and
Director
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EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(b) OR 15d-14(b) AND
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-SB12G for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Kevin M. Stunder, President and Director of the Company, certifies for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 4, 2005 By: /s/ KEVIN M. STUNDER
________________________________
Kevin M. Stunder
President and Director
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EXHIBIT 32.2
CERTIFICATIONS PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(b) OR 15d-14(b) AND
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-SB12G for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Joel Haskins, Secretary, Treasurer and Director of the Company, certifies for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 4, 2005 By: /s/ JOEL HASKINS
________________________________
Joel Haskins
Secretary, Treasurer and
Director
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