June 9, 2005
Room 4561
Kevin M. Stunder
President
Madison Explorations, Inc.
525 Seymour Street, Suite 807
Vancouver, BC, CANADA V6B 3H7
Re: Madison Explorations, Inc.
Form 10-SB filed May 4, 2005
File no. 0-51302
Dear Mr. Stunder,
We have reviewed your Form 10-SB and have the following comments
of
an accounting nature. The legal comments will follow shortly
under
separate cover. Where indicated, we think you should revise your
document in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing. We look
forward to working with you in these respects. We welcome any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please revise the currency amounts disclosed throughout the
document to present such amounts in US dollars. Also, please
clearly
disclose the currency used.
Off-Balance Sheet Disclosures
2. Item 303 (c) of Regulation S-B requires a description of off-
balance sheet arrangements. Please revise to include this
disclosure, if material.
Financial Statements
Balance Sheet and Statement of Stockholders` Equity
3. Please revise to re-classify the amounts related to the stock
issuances for $(55,800) and $(58,598) from accumulated deficit
during
development stage to additional paid-in capital.
4. Since the company is in the exploration stage and has not
determined the existence of a commercially minable deposit, as
contemplated by Industry Guide 7, it does not appear appropriate
to
capitalize the $1,661 for mineral claims. Please revise
accordingly.
Note 3 - Mineral Claims
Scout Lake
5. You state that the Company must spend certain amounts on
exploration work within 15 and 24 months of "closing". Please
revise
to clarify whether "closing" refers to the date of the acquisition
agreement, and provide the actual date.
Herbert Anomaly
6. You state that the Company "optioned 20% interest in mineral
claims". Please revise your disclosure to clarify the meaning of
this phrase. Also, please revise to explain the nature of the
$44,000 deposit and why it is being treated as a liability on the
balance sheet.
7. Please revise to clarify if the Herbert Anomaly is the same
property as the "Bulls Eye Target" as described on page 14.
Note 4 - Related Party Transactions
8. Please revise to clarify if the $15,000 demand note is in
Canadian
or United States dollars.
9. Please revise to clarify the number of $15,000 notes that were
issued by the officers of the Company.
Note 6 - Income Taxes
10. Please revise to disclose the dates that the net operating
loss
carry forwards expire. Refer to SFAS 109.
General
11. Please note the updating requirements of Item 310(g) of
Regulation S-B.
As appropriate, please amend your registration statement in
response
to these comments. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
the company may not assert this action as a defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are
aware of their respective responsibilities under the Securities
Act
of 1933 and the Securities Exchange Act of 1934 as they relate to
the
proposed public offering of the
securities specified in the above registration statement. We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
Closing
You may contact Babette Cooper at (202) 551-3396 or Terence
O`Brien, the Accounting Branch Chief at (202) 551-3355 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Hugh Fuller at (202) 551-3853 or me at
(202)
551-3790 with any other questions.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
Kevin M. Stunder
Madison Explorations, Inc.
June 9, 2005
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