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SEC Company Response from Madison Technologies Inc. (MDEX) (CIK 0001318268) (MDEX) — Dec 22, 2005

Madison Technologies Inc. (MDEX) (CIK 0001318268)
Date: Dec. 22, 2005 · CIK: 0001318268 · Accession: 0001092306-05-000741

AI Filing Summary & Sentiment

Referenced dates: June 9, 2005

Date
December 16, 2005
Author
Not clearly detected
Form
CORRESP
Company
Madison Technologies Inc. (MDEX) (CIK 0001318268)

Letter

[Madison Exploration Logo Appears Here] December 16, 2005 United States Securities and Exchange Commission Washington, D.C. 20549 Attention:

Re: Madison Explorations, Inc. Registration Statement on form 10 SB Commission File No. 0-51302

Dear Sirs:

This letter is in reply to your letter of November 29, 2005.

Below is an explanation of our modifications to the original file, based on the comments you have made. The numbering system in this letter corresponds to the numbering system in your letters to us.

GENERAL:

1. With respect to our previous comment 1 of our letter dated June 9, 2005, we note your revisions. Please continue your revisions as there are still various areas in the document where you discuss Canadian dollars without providiing a translation to United States Dollars.

We have now revised the entire document. Anywhere we have discussed Canadian dollars we have also provided a translation to United States dollars.

Part I ITEM 1. DESCRIPTION OF YOUR BUSINESS

2. Your attention is directed to the prior comment 1 of your June 21, 2005 letter. Please more fully identify Echo Resources, which was granted an option in your "Bulls Eye" property. Advise how you became familiar with Echo Resources with whom you have entered into two significant agreements.

We have added a description of Echo Resources, Inc. Into our filing, as follows:

<PAGE>

Echo Resources, Inc., formerly known as TVE Corporation ("Echo") is a Delaware corporation with its principle office located at 500 Austrailian Avenue, West Palm Beach, FL. It has approximately 200 shareholders, and is pubically traded on the Over the Counter Bulletin Board under the symbol "ECHR." Echo is engaged as a pre-exploration stage company with its business strategy focussing on the development and exploration of diamond and gold mines in Canada. Echo became aware of Madison through Madison's website and followup discussions resulting therefrom.

3. In the fifth paragraph on page 3, you state you signed an acquisition agreement on June 16, 2005. However, the agreement appears to have been consummated in 2004. Also, in other areas of the document you discuss an acquisition agreement dated June 16, 2004. Please revise the document to provide consistent information throughout.

The date you refer of June 16, 2005 was in error. We signed the acquisition agreement on June 16, 2004. The paragraph has now been amended to reflect the correct date.

4. In the last paragraph on page three, you state "(i)f Echo Resources Inc. pays the $44,000...." Based on the financial statements, it appears that Echo has already paid the $44,000 as of December 31, 2004. Revise the disclosure or explain to us your accounting treatment of $44,000.

Echo Resources paid the $44,000 as of December 31, 2004. We have amended this paragraph to state the following:

"Echo Resources has paid the $44,000 due to us. If Echo funds half of the proposed exploration, then it will earn a 20% interest in the property."

5. In the second paragraph on page 4 you state that you recorded the $50,000 received for the Bronco property interest as a deposit. Revise to clarify that the deposit is reflected as a liability on the balance sheet.

We have revised the paragraph by adding the following sentences: "The deposit is reflected as a liability on the balance sheet in order to better match the expenses to their related revenue source. As funds are spent on this property, the company will bring the corresponding revenue amount into income. If the Company decides to abandon the property then any remaining deposit will be brought into income in that year."

<PAGE>

ACQUISITION AGREEMENT

6. Your attention is directed to prior comment 4 of our June 21, 2005 letter, as previously requested, disclose how much Mr. Fu and Dr. Montgomery purchased the Scout Lake Property for and that the Acquisition Agreement requires Madison to loan the mine development costs to be borne by Dr. Montgomery and Mr. Fu.

We have added the following dislcosure: Mr. Fu and Dr. Montgomery purchased the Scout Lake Property for CAD $7,800 or approximately USD $6,610. The Acquisition Agreement does require Madison to loan the mine development costs to be borne by Dr. Montgomery and Mr. Fu.

7. In the second paragraph on page 5, you discuss certain properties that were claimed in April 2002 and July of 2004. Revise to provide the names of these properties.

All of the claims discussed in the second paragraph on page five are part of the "Scout Lake Property." The claims recorded in April 2002 under numbers S-135705, S-135706, and S-135707 are the original land claims comprising the Scout Lake Property on which drilling activity occurred. These have been allowed to lapse. The claim numbers relating to the Scout Lake property are S-137962 and S-137963, were claimed by Scout Resources in July 2004.

EXPLORATION PROGRAM

8. Please put the references to Fort a la Corne District and the Wood Mountain District in context. We understand that your focus will now be on the Wood Mountain District, specifically the Val Marie area.

The following area descriptions have been added to our document in the section named "Exploration Program":

"Two areas in Saskatchewan have been designated as having diamond discovery potential. They are the Fort a la Corne District and the Wood Mountain District.

The Fort a la Corne District is the area surrounding Prince Albert in North-Central Saskatchewan Canada. The Fort a la Corne area of Saskatchewan hosts one of the most extensive kimberlite fields in the world. Over 70 kimberlites exist in the Fort a la Corne area and over 70 percent of these have been shown to contain diamonds. Shore Gold Inc has discovered a diamond bearing kimberlite within the Fort a la Corne area, and is currently conducting a Pre-Feasibility Study to determine the commercial viability of their find.

The Wood Mountain area an area in which high occurances of diamond indicator minerals have been found, similar to those at Fort a la Corne. The Wood Mountain area is in South-West Saskatchewan

<PAGE>

The Company's focus will be on properties that are in or near the Wood Mountain area, near the towns of Val Marie and Wideview. It is noted that both of these towns lie in defined Wood Mountain area."

A Mineral Resouce Occurance Map of Saskatchewan has been included as supplemental information to this filing that graphically illustrates each of the named diamond potential areas.

ITEM 2. PLAN OF OPERATION

9. As previously requested by our prior comment 12 of our June 21, 2005 letter, please discuss the costs associated with being a publicly traded company. We note your disclosure that your officers and directors have agreed to pay all the costs associated with being a public company. We note that these costs are in addition to the significant costs associated with your exploration projects. As previously requested, please discuss the consequences to investors if you fail to satisfy your reporting obligations.

We have revised our disclosure to state the following:

"The officers and directors have agreed to pay all costs and expenses of having us comply with the federal securities laws (and being a public company). We estimate that these costs will be approximately $20,000 per year. Our officers and directors have also agreed to pay the other expenses of the Company, excluding those direct costs and expenses of data gathering and mineral exploration, should the Company be unable to do so. To implement our business plan, we will need to secure financing for our business development. We have no source for funding at this time.

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

10. With respect to your geological report furnished supplementally, please advise why the report is dated July 2005, a date after the filing of the Form 10-SB filing.

The Geological report has a date of July 2005 as that is date in which the most up to date changes had been to that version of the report.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

11. Provide supplement support for the statements that Mr. Stunder was awarded "International honors for technology projects under his direction" and that Dr. Montgomery is a recognized diamond specialist

<PAGE>

having worked on several diamond and mining projects around the World" Identify the Swiss firm for which Mr. Haskins worked as the CFO and Executive director.

The following descriptions of the key directors have been modfied to include the following:

"Mr. Stunder was awarded "Best Integrated Customer Relationship Management/Ebusiness Solution" from the Microsoft Industry Solutions Awards in 2000 and Internet World's "Best Canadian Recreational Website" in 1998. Both of these awards were achieved while Mr. Stunder was employed by Intrawest Corporation as the Director of Ecommerce.

Dr. Montgomery received his Ph.D. in Geology from Queen's University (Ontario) and University of British Columbia in 1967. In 1968, he founded Montgomery consultants consulting firm engaged in mining exploration, property evaluation, property development, syndicate management, ore reserve estimates and computer application in the mining industry. Clients have included many major and junior mining companies, Canadian federal and provincial governments and United Nations. In 1994, Dr. Montgomery presented "Diamond Exploration in Canada" - An Update, for the Canadian Institute of Gemology." We have removed the reference to Dr. Montgomery as a recognized diamond specialist.

We have disclosed that the Swiss firm for which Mr. Haskins worked as CFO and Executive Director was Vontobel Private Equity Management (Cayman) Ltd.

Financial Statements

NOTE 3 - MINERAL CLAIMS

12. In this footnote, you state that the company must spend certain amounts on exploration work by October 1, 2005 and by July 1, 2006. These dates do note agree to the dates of May 31, 2006 and May 31, 2007 as disclosure in "Acquisition Agreement" on page 4 (and per the amended agreement dated September 1, 2005.) Please revise the footnote to include the most current information practicable.

We have amended the financial statement notes to reflect the amended dates of May 31, 2006 and May 31, 2007.

HERBERT ANOMALY (AKA BULLS-EYE TARGET), PAGE F-10

13. You State, "(a)fter six months, Echo will be required to fund 50% of any exporation work." Revise to disclose the date by which Echo must fund the exploraiton work, as noted in "Description of Business" on page 4. Revise to clarify if the company must refund the $44,000 payment by Echo if they did not fund the exploration. Revise to

<PAGE>

disclose all material terns and conditions of the agreement in the notes to the financial statements.

We have added the phrase ,,non-refundable" in front of the word ,,consideration" in order to clarify the nature of the payment. We have also included the date (February 28th) after which Echo will be required to fund 50% of any additional exploration.

The amended note now reads:

Pursuant to an agreement consummated on September 19, 2004, the Company sold an option for 20% interest in revenue from the mineral claims the Company has in the Herbert Anomaly in Saskatchewan to Echo Resources, Inc. ("Echo") in non-refundable consideration of $44,000. This is treated as a deferred income on the financial statements to be recognized when the expenses of the exploration occur to match revenues to the associated expenses.

After February 28, 2006, Echo will be required to fund 50% any additional 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.

NOTE 4 - RELATED PARTY TRANSACTIONS, PAGE F-11

14. In "Exploration Program" on page 5, we note your discussion of the fees paid to Montgomery Consultants Ltd., a related party. Revise to disclose the dollar amounts of all related party transactions for each of the periods for which statement of operations are presented, where material. Refer to SFAS 57.

We have added a paragraph to Related Party notes for the financial statements as at December 31, 2004, June 30, 2005 and September 30, 2005. The December 31, 2004 note now reads:

For the year ended December 31, 2004, $12,186 of exploration and development expenses was paid to Montgomery Consultants, Ltd., a related party controlled by a director of the Company.

INTERIM FINANCIAL STATEMENTS, PAGE F-1

15. Revise the Interim Financial statements and notes thereto to conform to any applicable changes to the annual financial statements. Also, revise the Forms 10-QSB as of June 30, 2005 and September 30, 2005 and the notes thereto to conform to the applicable changes to the annual and interim financial statements as applicable.

<PAGE>

As requested we will re-edgarize and re-file all documents you have mentioned above as a part of this amended filing.

STATEMENT OF OPERATIONS, PAGE F-2

16. You need only present interim financial statements for the year-to-date periods in a registration statement. Revise to delete the quarterly statements of operations for the three months ended June 30, 2005 and 2004 and reference to the three month period in the notes to the financial statements. Refer to Item 310 (b) of Regulation S-B.

These columns have now been removed in our Statement of Operations.

STATEMENT OF CASH FLOWS, PAGE F-3

17. You provide statement of cash flow information for the period of "Decemeber 3, 1998 (incep

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MADISON EXPLORATIONS INC.
         NEVADA INCORPORATED DIAMOND EXPLORATION COMPANY

[Madison Exploration Logo Appears Here]

December 16, 2005

United States Securities and Exchange Commission
Washington, D.C. 20549

Attention:

Dear Sirs:

Re:      Madison Explorations, Inc.
         Registration Statement on form 10 SB
         Commission File No. 0-51302

This letter is in reply to your letter of November 29, 2005.

Below is an explanation of our modifications to the original file, based on the
comments you have made. The numbering system in this letter corresponds to the
numbering system in your letters to us.

GENERAL:

     1.   With  respect to our  previous  comment 1 of our letter  dated June 9,
          2005, we note your revisions.  Please continue your revisions as there
          are still  various  areas in the document  where you discuss  Canadian
          dollars without providiing a translation to United States Dollars.

          We have now revised the entire document. Anywhere we have discussed
          Canadian dollars we have also provided a translation to United States
          dollars.

Part I
ITEM 1.  DESCRIPTION OF YOUR BUSINESS

     2.   Your  attention  is directed  to the prior  comment 1 of your June 21,
          2005 letter.  Please more fully  identify  Echo  Resources,  which was
          granted an option in your "Bulls Eye" property.  Advise how you became
          familiar  with  Echo  Resources  with whom you have  entered  into two
          significant agreements.

          We have added a description of Echo Resources, Inc. Into our filing,
          as follows:

<PAGE>

          Echo Resources, Inc., formerly known as TVE Corporation ("Echo") is a
          Delaware corporation with its principle office located at 500
          Austrailian Avenue, West Palm Beach, FL. It has approximately 200
          shareholders, and is pubically traded on the Over the Counter Bulletin
          Board under the symbol "ECHR." Echo is engaged as a pre-exploration
          stage company with its business strategy focussing on the development
          and exploration of diamond and gold mines in Canada. Echo became aware
          of Madison through Madison's website and followup discussions
          resulting therefrom.

     3.   In the fifth paragraph on page 3, you state you signed an acquisition
          agreement on June 16, 2005. However, the agreement appears to have
          been consummated in 2004. Also, in other areas of the document you
          discuss an acquisition agreement dated June 16, 2004. Please revise
          the document to provide consistent information throughout.

          The date you refer of June 16, 2005 was in error. We signed the
          acquisition agreement on June 16, 2004. The paragraph has now been
          amended to reflect the correct date.

     4.   In the last paragraph on page three, you state "(i)f Echo Resources
          Inc. pays the $44,000...." Based on the financial statements, it
          appears that Echo has already paid the $44,000 as of December 31,
          2004. Revise the disclosure or explain to us your accounting treatment
          of $44,000.

          Echo Resources paid the $44,000 as of December 31, 2004. We have
          amended this paragraph to state the following:

         "Echo Resources has paid the $44,000 due to us. If Echo funds half of
         the proposed exploration, then it will earn a 20% interest in the
         property."

     5.   In the second paragraph on page 4 you state that you recorded the
          $50,000 received for the Bronco property interest as a deposit. Revise
          to clarify that the deposit is reflected as a liability on the balance
          sheet.

          We have revised the paragraph by adding the following sentences: "The
          deposit is reflected as a liability on the balance sheet in order to
          better match the expenses to their related revenue source. As funds
          are spent on this property, the company will bring the corresponding
          revenue amount into income. If the Company decides to abandon the
          property then any remaining deposit will be brought into income in
          that year."

<PAGE>

          ACQUISITION AGREEMENT

     6.   Your attention is directed to prior comment 4 of our June 21, 2005
          letter, as previously requested, disclose how much Mr. Fu and Dr.
          Montgomery purchased the Scout Lake Property for and that the
          Acquisition Agreement requires Madison to loan the mine development
          costs to be borne by Dr. Montgomery and Mr. Fu.

          We have added the following dislcosure:
          Mr. Fu and Dr. Montgomery purchased the Scout Lake Property for CAD
          $7,800 or approximately USD $6,610. The Acquisition Agreement does
          require Madison to loan the mine development costs to be borne by Dr.
          Montgomery and Mr. Fu.

     7.   In the second paragraph on page 5, you discuss certain properties that
          were claimed in April 2002 and July of 2004. Revise to provide the
          names of these properties.

          All of the claims discussed in the second paragraph on page five are
          part of the "Scout Lake Property." The claims recorded in April 2002
          under numbers S-135705, S-135706, and S-135707 are the original land
          claims comprising the Scout Lake Property on which drilling activity
          occurred. These have been allowed to lapse. The claim numbers relating
          to the Scout Lake property are S-137962 and S-137963, were claimed by
          Scout Resources in July 2004.

          EXPLORATION PROGRAM

     8.   Please put the references to Fort a la Corne District and the Wood
          Mountain District in context. We understand that your focus will now
          be on the Wood Mountain District, specifically the Val Marie area.

          The following area descriptions have been added to our document in the
          section named "Exploration Program":

          "Two areas in Saskatchewan have been designated as having diamond
          discovery potential. They are the Fort a la Corne District and the
          Wood Mountain District.

          The Fort a la Corne District is the area surrounding Prince Albert in
          North-Central Saskatchewan Canada. The Fort a la Corne area of
          Saskatchewan hosts one of the most extensive kimberlite fields in the
          world. Over 70 kimberlites exist in the Fort a la Corne area and over
          70 percent of these have been shown to contain diamonds. Shore Gold
          Inc has discovered a diamond bearing kimberlite within the Fort a la
          Corne area, and is currently conducting a Pre-Feasibility Study to
          determine the commercial viability of their find.

          The Wood Mountain area an area in which high occurances of diamond
          indicator minerals have been found, similar to those at Fort a la
          Corne. The Wood Mountain area is in South-West Saskatchewan

<PAGE>

          The Company's focus will be on properties that are in or near the Wood
          Mountain area, near the towns of Val Marie and Wideview. It is noted
          that both of these towns lie in defined Wood Mountain area."

          A Mineral Resouce Occurance Map of Saskatchewan has been included as
          supplemental information to this filing that graphically illustrates
          each of the named diamond potential areas.

     ITEM 2.  PLAN OF OPERATION

     9.   As previously requested by our prior comment 12 of our June 21, 2005
          letter, please discuss the costs associated with being a publicly
          traded company. We note your disclosure that your officers and
          directors have agreed to pay all the costs associated with being a
          public company. We note that these costs are in addition to the
          significant costs associated with your exploration projects. As
          previously requested, please discuss the consequences to investors if
          you fail to satisfy your reporting obligations.

          We have revised our disclosure to state the following:

         "The officers and directors have agreed to pay all costs and expenses
         of having us comply with the federal securities laws (and being a
         public company). We estimate that these costs will be approximately
         $20,000 per year. Our officers and directors have also agreed to pay
         the other expenses of the Company, excluding those direct costs and
         expenses of data gathering and mineral exploration, should the Company
         be unable to do so. To implement our business plan, we will need to
         secure financing for our business development. We have no source for
         funding at this time.

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

     10.  With respect to your geological report furnished supplementally,
          please advise why the report is dated July 2005, a date after the
          filing of the Form 10-SB filing.

          The Geological report has a date of July 2005 as that is date in which
          the most up to date changes had been to that version of the report.

          ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

     11.  Provide supplement support for the statements that Mr. Stunder was
          awarded "International honors for technology projects under his
          direction" and that Dr. Montgomery is a recognized diamond specialist

<PAGE>

          having worked on several diamond and mining projects around the World"
          Identify the Swiss firm for which Mr. Haskins worked as the CFO and
          Executive director.

          The following descriptions of the key directors have been modfied to
          include the following:

          "Mr. Stunder was awarded "Best Integrated Customer Relationship
          Management/Ebusiness Solution" from the Microsoft Industry Solutions
          Awards in 2000 and Internet World's "Best Canadian Recreational
          Website" in 1998. Both of these awards were achieved while Mr. Stunder
          was employed by Intrawest Corporation as the Director of Ecommerce.

          Dr. Montgomery received his Ph.D. in Geology from Queen's University
          (Ontario) and University of British Columbia in 1967. In 1968, he
          founded Montgomery consultants consulting firm engaged in mining
          exploration, property evaluation, property development, syndicate
          management, ore reserve estimates and computer application in the
          mining industry. Clients have included many major and junior mining
          companies, Canadian federal and provincial governments and United
          Nations. In 1994, Dr. Montgomery presented "Diamond Exploration in
          Canada" - An Update, for the Canadian Institute of Gemology." We have
          removed the reference to Dr. Montgomery as a recognized diamond
          specialist.

          We have disclosed that the Swiss firm for which Mr. Haskins worked as
          CFO and Executive Director was Vontobel Private Equity Management
          (Cayman) Ltd.

Financial Statements

NOTE 3 - MINERAL CLAIMS

     12.  In this footnote, you state that the company must spend certain
          amounts on exploration work by October 1, 2005 and by July 1, 2006.
          These dates do note agree to the dates of May 31, 2006 and May 31,
          2007 as disclosure in "Acquisition Agreement" on page 4 (and per the
          amended agreement dated September 1, 2005.) Please revise the footnote
          to include the most current information practicable.

          We have amended the financial statement notes to reflect the amended
          dates of May 31, 2006 and May 31, 2007.

          HERBERT ANOMALY (AKA BULLS-EYE TARGET), PAGE F-10

     13.  You State, "(a)fter six months, Echo will be required to fund 50% of
          any exporation work." Revise to disclose the date by which Echo must
          fund the exploraiton work, as noted in "Description of Business" on
          page 4. Revise to clarify if the company must refund the $44,000
          payment by Echo if they did not fund the exploration. Revise to

<PAGE>

          disclose all material terns and conditions of the agreement in the
          notes to the financial statements.

          We have added the phrase ,,non-refundable" in front of the word
          ,,consideration" in order to clarify the nature of the payment. We
          have also included the date (February 28th) after which Echo will be
          required to fund 50% of any additional exploration.

          The amended note now reads:

          Pursuant to an agreement consummated on September 19, 2004, the
          Company sold an option for 20% interest in revenue from the mineral
          claims the Company has in the Herbert Anomaly in Saskatchewan to Echo
          Resources, Inc. ("Echo") in non-refundable consideration of $44,000.
          This is treated as a deferred income on the financial statements to be
          recognized when the expenses of the exploration occur to match
          revenues to the associated expenses.

          After February 28, 2006, Echo will be required to fund 50% any
          additional 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.

          NOTE 4 - RELATED PARTY TRANSACTIONS, PAGE F-11

     14.  In "Exploration Program" on page 5, we note your discussion of the
          fees paid to Montgomery Consultants Ltd., a related party. Revise to
          disclose the dollar amounts of all related party transactions for each
          of the periods for which statement of operations are presented, where
          material. Refer to SFAS 57.

          We have added a paragraph to Related Party notes for the financial
          statements as at December 31, 2004, June 30, 2005 and September 30,
          2005. The December 31, 2004 note now reads:

          For the year ended December 31, 2004, $12,186 of exploration and
          development expenses was paid to Montgomery Consultants, Ltd., a
          related party controlled by a director of the Company.

          INTERIM FINANCIAL STATEMENTS, PAGE F-1

     15.  Revise the Interim Financial statements and notes thereto to conform
          to any applicable changes to the annual financial statements. Also,
          revise the Forms 10-QSB as of June 30, 2005 and September 30, 2005 and
          the notes thereto to conform to the applicable changes to the annual
          and interim financial statements as applicable.

<PAGE>

          As requested we will re-edgarize and re-file all documents you have
          mentioned above as a part of this amended filing.

          STATEMENT OF OPERATIONS, PAGE F-2

     16.  You need only present interim financial statements for the
          year-to-date periods in a registration statement. Revise to delete the
          quarterly statements of operations for the three months ended June 30,
          2005 and 2004 and reference to the three month period in the notes to
          the financial statements. Refer to Item 310 (b) of Regulation S-B.

          These columns have now been removed in our Statement of Operations.

          STATEMENT OF CASH FLOWS, PAGE F-3

     17.  You provide statement of cash flow information for the period of
          "Decemeber 3, 1998 (incep