**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
  **FORM
        10-Q**
  **x**
              **QUARTERLY
                  REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES****EXCHANGE
                  ACT OF 1934****FOR
                  THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008****OR**** ̈**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES****EXCHANGE
                  ACT OF 1934**
 
 **Commission
        file number** **333-143845**
 
 **MADERO,
        INC.**
 *(Exact
        name of registrant as specified in its charter)*
 
 **NEVADA**
 *(State
        or other jurisdiction of incorporation or organization)*
 
 **591
        Broadway**
 **5th
        Floor**
 **New
        York, New York**
 (Address
        of principal executive offices, including zip code.)
 
 ( **212)
        857-9000**
 (telephone
        number, including area code)
  Indicate
        by check mark whether the registrant (1) filed all reports required to be
        filed
        by Section 13 or 15(d) of the Exchange Act of 1934 during the preceeding
        12
        months (or for such shorter period that the registrant was required to file
        such
        reports), and (2) has been subject to such filing requirements for the last
        90
        days. **YES** **x** **NO** ** ̈**
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, a non-accelerated filer, or a smaller reporting company.
        See
        the definitions of “large accelerated filer, “accelerated filer,”
“non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
        Exchange Act.
  **Large
                  accelerated filer**
              ** ̈**
              **Accelerated
                  filer**
              ** ̈****Non-accelerated
                  filer**
              ** ̈**
              **Smaller
                  reporting company**
              **x**
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). **YES** **x** **NO** ** ̈**
  Indicate
        the number of shares outstanding of each of the issuer’s classes of common
        equity, as of the latest practicable date: 8,320,000 as
        of
        November 12, 2008
  
 
  **PART
        I – FINANCIAL INFORMATION**
  **ITEM
        1.      FINANCIAL STATEMENTS**
  Unaudited
              
              AuditedSeptember 30, 2008
              
              December 31, 2007**ASSETS****Current
                  Assets**Cash
              
              $
              94
              
              $
              2,902Rent
                  Deposit
              
              
              250
              
              
              250Total
                  Current Assets
              
              
              344
              
              
              3,152**Total
                  Assets**
              
              $
              344
              
              $
              3,152**LIABILITIES
                  & STOCKHOLDERS' EQUITY****Total
                  Liabilities**
              
              $
              -
              
              $
              -**Stockholders'
                  Equity**75,000,000
                  authorized at $0.001 par value8,320,000
                  issued and o/s at Sep 30,2008
              
              $
              8,320
              
              $
              8,320Additional
                  Paid-in Capital
              
              
              21,280
              
              
              21,280Deficit
                  accumulated
              
              
              (29,256
              )
              
              (26,448
              )**Total
                  Stockholders' Equity**
              
              $
              344
              
              $
              3,152**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              $
              344
              
              $
              3,152
 
 **The
        accompanying footnotes are an integral part of these financial
        statements**
  
 
 **Three Mos**
              
              **Three Mos**
              
              **Nine Mos**
              
              **Nine Mos**
              
              **Inception****Ending**
              
              **Ending**
              
              **Ending**
              
              **Ending**
              
              **(March 14, 2007) to****September 30, 2008**
              
              **September 30, 2007**
              
              **September 30, 2008**
              
              **September 30, 2007**
              
              **September 30, 2008****REVENUES**Revenues
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**Total
                  Revenues**
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**EXPENSES**General
                  & Administrative
              
              $
              4,806
              
              
              5,176
              
              $
              17,808
              
              $
              10,705
              
              $
              44,256**Gain
                  (Loss)**
              
              $
              (4,806
              )
              $
              (5,176
              )
              $
              (17,808
              )
              $
              (10,705
              )
              $
              (44,256
              )Other
                  Income/ExpenseForgiveness
                  of Debt
              
              $
              15,000
              
              
              -
              
              $
              15,000
              
              
              -
              
              $
              15,000**Net
                  Gain (Loss)**
              
              $
              10,194
              
              $
              (5,176
              )
              $
              (2,808
              )
              $
              (10,705
              )
              $
              (29,256
              )Basic
                  earnings per share
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Weighted
                  average number of common shares outstanding
              
              
              8,320,000
              
              
              5,455,652
              
              
              8,320,000
              
              
              4,195,578
              
              
              8,320,000
 
 **The
        accompanying footnotes are an integral part of these financial
        statements**
  
 Common
                
                Additional
                
                Deficit Accum
                
                TotalCommon
                
                Stock
                
                Paid-in
                
                During
                
                StockholdersStock
                
                Amount
                
                Capital
                
                Dev Stage
                
                EquityStock
                    issued for cash
                
                
                4,000,000
                
                $
                4,000
                
                $
                4,000
                
                $
                -
                
                $
                8,000Net
                    (loss) Mar 31, 2007
                
                
                
                
                
                
                
                
                
                
                
                (9
                )
                
                (9
                )Balance
                    Mar 31, 2007
                
                
                4,000,000
                
                
                4,000
                
                
                4,000
                
                
                (9
                )
                
                7,991Net
                    (loss) June 30, 2007
                
                
                
                
                
                
                
                
                
                
                
                (5,520
                )
                
                (5,520
                )Balance
                    June 30, 2007
                
                
                4,000,000
                
                
                4,000
                
                
                4,000
                
                
                (5,529
                )
                
                2,471Stock
                    issued for cashAug
                    30, 2007
                
                
                4,320,000
                
                
                4,320
                
                
                17,280
                
                
                
                
                
                21,600Net
                    Loss Sept 30, 2007
                
                
                
                
                
                
                
                
                
                
                
                (5,176
                )
                
                (5,176
                )Balance
                    Sept 30, 2007
                
                
                8,320,000
                
                
                8,320
                
                
                21,280
                
                
                (10,705
                )
                
                18,895Net
                    Loss Dec 31, 2007
                
                
                
                
                
                
                
                
                
                
                
                (15,743
                )
                
                (15,743
                )Balance
                    Dec 31, 2007
                
                
                8,320,000
                
                
                8,320
                
                
                21,280
                
                
                (26,448
                )
                
                3,152Net
                    loss March 31, 2008
                
                
                
                
                
                
                
                
                
                
                
                (7,770
                )
                
                (7,770
                )Balance
                    March 31, 2008
                
                
                8,320,000
                
                
                8,320
                
                
                21,280
                
                
                (34,218
                )
                
                (4,618
                )Net
                    loss June 30, 2008
                
                
                
                
                
                
                
                
                
                
                
                (5,232
                )
                
                (5,232
                )Balance
                    June 30, 2008
                
                
                8,320,000
                
                
                8,320
                
                
                21,280
                
                
                (39,450
                )
                
                (9,850
                )Net
                    loss September 30, 2008
                
                
                
                
                
                
                
                
                
                
                
                10,194
                
                
                10,194Balance
                    September 30, 2008
                
                
                8,320,000
                
                
                8,320
                
                
                21,280
                
                
                (29,256
                )
                
                344
 
 **The
        accompanying footnotes are an integral part of these financial
        statements**
  
 
 **Inception (Mar**
                **14, 2007)****Three Mos****Ending**
              
              **Three Mos****Ending**
              
              **Nine Mos****Ending**
              
              **Nine Mos****Ending**
              
              **Through****September 30,****2008**
              
              **September 30,****2007**
              
              **September 30,****2008**
              
              **September 30,****2007**
              
              **September 30,****2008**CASH
                  FLOW FROM OPERATING ACTIVITIESNet
                  income (loss)
              
              $
              10,194
              
              $
              (5,176
              )
              $
              (2,808
              )
              $
              (10,705
              )
              $
              (29,256
              )Loan
                  Payable
              
              $
              (15,000
              )Deposit
              
              
              
              
              
              (250
              )
              
              
              
              
              (250
              )
              $
              (250
              )Cash
                  Used in Operations
              
              $
              (4,806
              )
              $
              (5,426
              )
              $
              (2,808
              )
              $
              (10,955
              )
              $
              (29,506
              )CASH
                  FLOW FROM INVESTING ACTIVITIESNet
                  cash provided by (used in) investing activities
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -CASH
                  FLOW FROM FINANCING ACTIVITIESIssuance
                  of Common Stock for Cash
              
              $
              -
              
              $
              4,320
              
              $
              -
              
              $
              8,320
              
              $
              8,320Paid
                  in Capital
              
              $
              -
              
              $
              17,280
              
              $
              -
              
              $
              21,280
              
              $
              21,280Cash
                  from Financing Activities
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              29,600
              
              $
              29,600Net
                  Increase (Decrease) in Cash
              
              $
              (4,806
              )
              $
              16,174
              
              $
              (2,808
              )
              $
              18,645
              
              $
              94Cash
                  at beginning of period
              
              $
              4,900
              
              $
              2,471
              
              $
              2,902
              
              $
              -
              
              $
              -Cash
                  at end of period
              
              $
              94
              
              $
              18,645
              
              $
              94
              
              $
              18,645
              
              $
              94
 
 **The
        accompanying footnotes are an integral part of these financial
        statements**
  
 
 **NOTE
        1 -**  **ORGANIZATION
        AND DESCRIPTION OF BUSINESS**
 
 Madero,
        Inc. (the “Company”) was incorporated in the State of Nevada on March 14, 2007.
        The Company is a development stage company that intends to open and operate
        children’s themed restaurants in Mexico. To date, the Company’s activities have
        been limited to its formation, business plan and raising capital.
 
 Currently,
        the Company is investigating turning its business strategy and activities
        toward
        the mobile handheld device industry. (See Note 9 “Subsequent Events”).
 
 **NOTE
        2 -**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **a** .  **Basis
        of Presentation**
 
 The
        accounting and reporting policies of the Company conform to U.S. generally
        accepted accounting principles applicable to development stage enterprises.
 
 **b.**  **Fiscal
        Periods**
 
 The
        Company’s fiscal year end is December 31.
 
 **c.**  **Use
        of 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 amount of revenues and expenses during the reporting period.
        Actual
        results could differ from those estimates.
 
 **d.**  **Cash
        and Cash Equivalents**
 
 Cash
        and
        cash equivalents include cash in banks, money market funds, and certificates
        of
        term deposits with maturities of less than three months from inception, which
        are readily convertible to known amounts of cash and which, in the opinion
        of
        management, are subject to an insignificant risk of loss in value. The Company
        had $344 in cash and cash equivalents at September 30, 2008.
 
 **e.**  **Start-Up
        Costs**
 
 In
        accordance with the American Institute of Certified Public Accountants Statement
        of Position 98-5, “ *Reporting
        on the Costs of Start-up Activities”,* the
        Company expenses all costs incurred in connection with the start-up and
        organization of the Company.
  
 
 **f.**  **Fair
        Value of Financial Instruments and Derivative Financial
        Instruments**
 
 The
        Company has adopted Statement of Financial Accounting Standards (“SFAS”) Number
        119, “Disclosure about Derivative Financial Instruments and Fair Value of
        Financial Instruments.” The carrying amount of accrued liabilities approximates
        its fair value because of the short maturity of this item. Certain fair value
        estimates may be subject to and involve, uncertainties and matters of
        significant judgement, and, therefore, cannot be determined with precision.
        Changes in assumptions could significantly affect these estimates. The Company
        does not hold or issue financial instruments for trading purposes, nor does
        it
        utilize derivative instruments in the management of its foreign exchange,
        commodity price or interest rate market risks.
 
 **g.**  **Segmented
        Reporting**
 
 SFAS
        Number 131, “Disclosure about Segments of an Enterprise and Related
        Information”, changed the way public companies report information about segments
        of their business in their quarterly reports issued to shareholders. It also
        requires entity-wide disclosures about the products and services an entity
        provides, the material countries in which it holds assets and reports revenues
        and its major customers. The company plans to operate its restaurants in
        Mexico.
 
 **h.**  **Federal
        Income Taxes**
 
 Deferred
        income taxes are reported for timing differences between items of income
        or
        expense reported in the financial statements and those reported for income
        tax
        purposes in accordance with SFAS Number 109, “ *Accounting
        for Income Taxes* ”,
        which
        requires the use of the asset/liability method of accounting for income taxes.
        Deferred income taxes and tax benefits are recognized for the future tax
        consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        tax
        bases, and for tax loss and credit carryforwards. Deferred tax assets and
        liabilities are measured using enacted tax rates expected to apply to taxable
        income in the years in which those temporary differences are expected to
        be
        recovered or settled. The Company provides for deferred taxes for the estimated
        future tax effects attributable to temporary differences and carryforwards
        when
        realization is more likely than not.
 
 **i.**  **Earnings
        (Loss) per Share**
 
 The
        Company has adopted Financial Accounting Standards Board (“FASB”) Statement
        Number 128, “Earnings per Share,” (“EPS”) which requires presentation of basic
        and diluted EPS on the face of the income statement for all entities with
        complex capital structures and requires a reconciliation of the numerator
        and
        denominator of the basic EPS computation to the numerator and denominator
        of the
        diluted EPS computation. In the accompanying financial statements, basic
        earnings (loss) per share is computed by dividing net income/loss by the
        weighted average number of shares of common stock outstanding during the
        period.
  
 
 **j.**  **Foreign
        Currency Transactions**
 
 The
        Company’s functional currency will be the Mexican Peso. The Company’s reporting
        currency is the U.S. Dollar. All transactions initiated in Mexican Pesos
        are
        translated to U.S. Dollars in accordance with SFAS No. 52 “Foreign Currency
        Translation” as follows:
 
 (i)  Monetary
        assets and liabilities at the rate of exchange in effect at the balance sheet
        date;
 
 (ii)  Equity
        at
        historical rates; and
 
 (iii)  Revenue
        and expense items at the average rate of exchange prevailing during the
        period.
 
 Adjustments
        arising from such translations are deferred until realization and are included
        as a separate component of stockholders’ equity as a component of comprehensive
        income or loss. Therefore, translation adjustments are not included in
        determining net income (loss) but reported as other comprehensive
        income.
 
 For
        foreign currency transactions, the Company translates these amounts to the
        Company’s functional currency at the exchange rate effective on the invoice
        date. If the exchange rate changes between the time of purchase and the time
        actual payment is made, a foreign exchange transaction gain or loss results
        which is included in determining net income for the period.
 
 No
        significant realized exchange gains or losses were recorded from inception
        (March 14, 2007) to September 30, 2008.
 
 **k.**  **Derivative
        Financial Instruments**
 
 The
        Company was not a party to any derivative financial instruments during the
        reported fiscal period.
 
 **l.**  **Stock-Based
        Compensation**
 
 The
        Company adopted the provisions of Statement of Financial Accounting Standards
        (“SFAS”) No. 123(R), *“Share-Based
        Payment”* ,
        which
        establishes accounting for equity instruments exchanged for employee services.
        Under the provisions of SFAS 123(R), stock-based compensation cost is measured
        at the grant date, based on the calculated fair value of the award, and is
        recognized as an expense over the employees’ requisite service period (generally
        the vesting period of the equity grant). The Company accounts for share-based
        payments to non-employees, in accordance with SFAS 123 (as originally issued)
        and Emerging Issues Task force Issue No 96-18, “ *Accounting
        for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
        or
        in Conjunction with Selling, Goods or Services* ”.
  
 
 **m.**  **Comprehensive
        Income (Loss)**
 
 SFAS
        No.
        130, “Reporting Comprehensive Income”, establishes standards for reporting and
        display of comprehensive income and its components in a full set of
        general-purpose financial statements. For the period ended September 30,
        2008,
        the Company had no items of other comprehensive income. Therefore, net loss
        equals comprehensive loss for the period ended September 30, 2008.
 
 **n.**  **Revenue
        Recognition**
 
 The
        Company recognizes revenue from the sale of products and services in accordance
        with the Securities and Exchange Commission Staff Accounting Bulletin No.
        104
        (“SAB 104”), “Revenue Recognition in Financial Statements.” Revenue will consist
        of retail sales income and will be recognized only when all of the following
        criteria have been met:
 
 (i) Evidence
        of a retail sales ticket exists;
 (ii) Delivery
        has occurred;
 (iii) The
        fee
        is fixed or determinable; and
 (iv) Revenue
        is reasonably assured.
 
 **NOTE
        3 - CAPITAL STOCK**
  **a)**  **Authorized
        Stock:**
 
 The
        Company has authorized 75,000,000 common shares with a par value of $0.001
        per
        share. Each common share entitles the holder to one vote, in person or proxy,
        on
        any matter on which action of the stockholder of the corporation is
        sought.
 
 **b)**  **Share
        Issuance:**
 
 From
        inception of the Company (March 14, 2007) to September 30, 2008, the Company
        issued 8,320,000 common shares. 4,000,000 shares were issued at $0.002 per
        share
        for total proceeds of $8,000 being $4,000 for par value shares and $4,000
        for
        additional paid in capital. These shares were issued to the director and
        officer
        of the Company. 4,320,000 shares were issued at $0.005 per share for total
        proceeds of $21,600 being $4,320 for par value shares and $17,280 for additional
        paid in capital. These shares were issued to 36 independent investors pursuant
        to a SB-2 Registration Statement.
 **NOTE
          4 -**  **GOING
          CONCERN AND LIQUIDITY CONSIDERATIONS**
 
 The
        accompanying financial statements
        have been prepared assuming that the Company will continue as a going concern,
        which contemplates the realization of assets and the liquidation of liabilities
        in the normal course of  business. As at September 30, 2008, the Company
        has an accumulated deficit of $44,256, working capital of $94 and has earned
        no
        revenues since inception. The Company intends to fund operations through
        equity
        financing arrangements which will take place in the 4th quarter 2008.
        (See Note 9 “Subsequent Events”).
  
 
 The
        ability of the Company to emerge from the development stage is dependent
        upon,
        among other things, obtaining additional financing to continue operations,
        and
        development of its business plan.
 **NOTE
          5 -**  **INCOME
          TAXES**
  The
        Company has incurred operating losses of $44,256, which, if utilized, will
        begin
        to expire in 2027. Future tax benefits, which may arise as a result of these
        losses, have not been recognized in these financial statements, and have
        been
        off set by a valuation allowance.
 
 Details
        of future income tax assets are as follows:
  Future
                    income tax assets:
                
                Sept 30, 2008Net
                    operating loss (from inception to June 30, 2008)
                
                $
                44,256Statutory
                    tax rate (combined federal and state)
                
                
                34
                %Non-capital
                    tax loss
                
                
                15,047Valuation
                    allowance
                
                
                (15,047
                )$
                -
 
 The
        potential future tax benefits of these losses have not been recognized in
        these
        financial statements due to uncertainty of their realization. When the future
        utilization of some portion of the carryforwards is determined not to be
“more
        likely than not,” a valuation allowance is provided to reduce the recorded tax
        benefits from such assets.
  **NOTE
          6 -**  **RECENT
          ACCOUNTING PRONOUNCEMENTS**
 
 None
        of
        the following new pronouncements has current application to the Company,
        but
        will be implemented in the Company’s future financial reporting, when
        applicable.
 
 In
        May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation
        of
        FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to
        financial guarantee insurance contracts, including the recognition and
        measurement of premium revenue and claims liabilities. This statement also
        requires expanded disclosures about financial guarantee insurance contracts.
        SFAS No. 163 is effective for fiscal years beginning on or after December
        15,
        2008, and interim periods within those years. SFAS No. 163 has no effect
        on the
        Company’s financial position, statements of operations, or cash flows at this
        time.
 
 In
        May
        2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets
        forth the level of authority to a given accounting pronouncement or document
        by
        category. Where there might be conflicting guidance between two categories,
        the
        more authoritative category will prevail. SFAS No. 162 will become effective
        60
        days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
        AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
        financial position, statements of operations, or cash flows at this
        time.
  
 **NOTE
          6 -**  **RECENT
          ACCOUNTING PRONOUNCEMENTS (CONTINUED)**
 
 In
        March
        2008, the Financial Accounting Standards Board, or FASB, issued SFAS No.
        161,
        Disclosures about Derivative Instruments and Hedging Activities—an amendment of
        FASB Statement No. 133.  This standard requires companies to provide
        enhanced disclosures about (a) how and why an entity uses derivative
        instruments, (b) how derivative instruments and related hedged items are
        accounted for under Statement 133 and its related interpretations, and (c)
        how
        derivative instruments and related hedged items affect an entity’s financial
        position, financial performance, and cash flows. This Statement is effective
        for
        financial statements issued for fiscal years and interim periods beginning
        after
        November 15, 2008, with early application encouraged. The Company has not
        yet
        adopted the provisions of SFAS No. 161, but does not expect it to have a
        material impact on its consolidated financial position, results of operations
        or
        cash flows.
 
 In
        December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
        the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107),
        in
        developing an estimate of expected term of "plain vanilla" share options
        in
        accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
        the staff indicated in SAB 107 that it will accept a company's election to
        use
        the simplified method, regardless of whether the company has sufficient
        information to make more refined estimates of expected term. At the time
        SAB 107
        was issued, the staff believed that more detailed external information about
        employee exercise behavior (e.g., employee exercise patterns by industry
        and/or
        other categories of companies) would, over time, become readily available
        to
        companies. Therefore, the staff stated in SAB 107 that it would not expect
        a
        company to use the simplified method for share option grants after December
        31,
        2007. The staff understands that such detailed information about employee
        exercise behavior may not be widely available by December 31, 2007. Accordingly,
        the staff will continue to accept, under certain circumstances, the use of
        the
        simplified method beyond December 31, 2007. The Company currently uses the
        simplified method for “plain vanilla” share options and warrants, and will
        assess the impact of SAB 110 for fiscal year 2009. It is not believed that
        this
        will have an impact on the Company’s consolidated financial position, results of
        operations or cash flows.
 
 In
        December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
        Consolidated Financial Statements—an amendment of ARB No. 51.  This
        statement amends ARB 51 to establish accounting and reporting standards for
        the
        noncontrolling interest in a subsidiary and for the deconsolidation of a
        subsidiary. It clarifies that a noncontrolling interest in a subsidiary is
        an
        ownership interest in the consolidated entity that should be reported as
        equity
        in the consolidated financial statements. Before this statement was issued,
        limited guidance existed for reporting noncontrolling interests. As a result,
        considerable diversity in practice existed. So-called minority interests
        were
        reported in the consolidated statement of financial position as liabilities
        or
        in the mezzanine section between liabilities and equity. This statement improves
        comparability by eliminating that diversity. This statement is effective
        for
        fiscal years, and interim periods within those fiscal years, beginning on
        or
        after December 15, 2008 (that is, January 1, 2009, for entities with calendar
        year-ends). Earlier adoption is prohibited. The effective date of this statement
        is the same as that of the related Statement 141 (revised 2007). The Company
        will adopt this Statement beginning March 1, 2009. It is not believed that
        this
        will have an impact on the Company’s consolidated financial position, results of
        operations or cash flows.
  
 **NOTE
          6 -**  **RECENT
          ACCOUNTING PRONOUNCEMENTS (CONTINUED)**
 In
        December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
        Combinations’. This Statement replaces FASB Statement No. 141, Business
        Combinations, but retains the fundamental requirements in
        Statement 141.  This Statement establishes principles and
        requirements for how the acquirer: (a) recognizes and measures in its financial
        statements the identifiable assets acquired, the liabilities assumed, and
        any
        noncontrolling interest in the acquiree; (b) recognizes and measures the
        goodwill acquired in the business combination or a gain from a bargain purchase;
        and (c) determines what information to disclose to enable users of the financial
        statements to evaluate the nature and financial effects of the business
        combination. This statement applies prospectively to business combinations
        for
        which the acquisition date is on or after the beginning of the first annual
        reporting period beginning on or after December 15, 2008. An entity may not
        apply it before that date. The effective date of this statement is the same
        as
        that of the related FASB Statement No. 160, Noncontrolling Interests in
        Consolidated Financial Statements.  The Company will adopt this
        statement beginning March 1, 2009. It is not believed that this will have
        an
        impact on the Company’s consolidated financial position, results of operations
        or cash flows.
 
 In
        February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
        Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
        115.  This standard permits an entity to choose to measure many
        financial instruments and certain other items at fair value. This option
        is
        available to all entities. Most of the provisions in FAS 159 are elective;
        however, an amendment to FAS 115 Accounting for Certain Investments in Debt
        and
        Equity Securities applies to all entities with available for sale or trading
        securities. Some requirements apply differently to entities that do not report
        net income. SFAS No. 159 is effective as of the beginning of an entity’s first
        fiscal year that begins after November 15, 2007. Early adoption is permitted
        as
        of the beginning of the previous fiscal year provided that the entity makes
        that
        choice in the first 120 days of that fiscal year and also elects to apply
        the
        provisions of SFAS No. 157 Fair Value Measurements.  The Company will
        adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
        potential impact the adoption of this pronouncement will have on its
        consolidated financial statements.
 
 In
        September 2006, the FASB issued SFAS No. 157, Fair Value
        Measurements  This statement defines fair value, establishes a
        framework for measuring fair value in generally accepted accounting principles
        (GAAP), and expands disclosures about fair value measurements. This statement
        applies under other accounting pronouncements that require or permit fair
        value
        measurements, the Board having previously concluded in those accounting
        pronouncements that fair value is the relevant measurement attribute.
        Accordingly, this statement does not require any new fair value measurements.
        However, for some entities, the application of this statement will change
        current practice. This statement is effective for financial statements issued
        for fiscal years beginning after November 15, 2007, and interim periods within
        those fiscal years. Earlier application is encouraged, provided that the
        reporting entity has not yet issued financial statements for that fiscal
        year,
        including financial statements for an interim period within that fiscal year.
        The Company will adopt this statement March 1, 2008, and it is not believed
        that
        this will have an impact on the Company’s consolidated financial position,
        results of operations or cash flows.
  
 
 **NOTE
        7. RELATED PARTY TRANSACTION**
 
 On
        August
        29, 2008 the $15,000 loan from the director was forgiven without interest
        or
        penalty and, therefore is no longer reflected on the financial statements.
 
 On
        August
        23, 2008 the director, President, Chief Executive Officer and Chief Financial
        Officer tendered an undated resignation from the Board of Directors, with
        the
        understanding that such resignation would be accepted at a future date to
        be
        determined; a new director/officer was appointed on the same date. (see Note
        9
“Subsequent Events”)
 
 **NOTE
        8 – BUSINESS SUMMARY**
 
 On
        August
        29, 2008, the Company entered into a stock purchase agreement (the “Stock
        Purchase Agreement”) with Mike Lizarraga (our former sole director, and
        President, Chief Executive Officer, and Chief Financial Officer), and Media
        Power USA, Inc. (“MPI”). Pursuant to the terms and conditions of the Stock
        Purchase Agreement, MPI acquired 4,000,000 shares of the Company’s common stock,
        or approximately 48.07% of our issued and outstanding shares of common stock
        from Mr. Lizarraga. The transaction contemplated by the Stock Purchase Agreement
        closed on August 29, 2008. MPI utilizing its working capital, paid in
        consideration for these shares $264,000.
  *Resignation
        of Mike Lizarraga*
  Pursuant
        to the terms and conditions set forth in the Stock Purchase Agreement, Mike
        Lizarraga has tendered his resignation as the sole director of the Registrant
        effective ten (10) calendar days after the date the Company files with the
        SEC
        and transmits to holders of record of the Company’s securities the information
        required by Rule 14f-1 of the Securities Exchange Act of 1934 (“Rule 14f-1”), or
        on such earlier or later date as the SEC shall authorize pursuant to Rule
        14f-1.
 
 The
        Board
        of Directors has accepted the undated resignation previously tendered by
        Mike
        Lizarraga as the sole director of the Registrant. Richard Jenkins was appointed
        as the Chairman of the Board of Directors and sole director, as the required
        ten
        (10) calendar days have elapsed since the date the Registrant filed with
        the SEC
        and transmitted to holders of record of the Registrant’s securities the
        information required by Rule 14f-1 of the Securities Exchange Act of
        1934.
  *Appointment
        of Richard Jenkins*
  Pursuant
        to the terms and conditions set forth in the Stock Purchase Agreement, Richard
        Jenkins was appointed as the Chairman of the Board of Directors and sole
        director, effective ten (10) calendar days after the date the Company files
        with
        the SEC and transmits to holders of record of the Company’s securities the
        information required by Rule 14f-1, or on such earlier or later date as the
        SEC
        shall authorize pursuant to Rule 14f-1. Richard Jenkins was appointed as
        the
        Chairman of the Board of Directors and sole director, as the required ten
        (10)
        calendar days have elapsed since the date the Company filed with the SEC
        and
        transmitted to holders of record of the Company’s securities the information
        required by Rule 14f-1 of the Securities Exchange Act of 1934.
  
  **NOTE
        8 - BUSINESS SUMMARY (CONTINUED)**
 
 Richard
        Jenkins, age 46, who will serve as the Company’s President, Chief Executive
        Officer, Chief Financial Officer, and Secretary, was born in Chicago,
        Illinois.  Mr. Jenkins is an experienced developer of software and
        networks. Mr. Jenkins has served as Media Power USA, Inc.’s (“Media Power”)
        President and Chief Executive Officer since May 2008.  From 2006 to 2008,
        he served as Media Power’s Chief Operating Officer. Prior to joining Media
        Power, Mr. Jenkins led the development efforts for a wide variety of web
        and
        network development projects.  From 2003 to 2006, Mr. Jenkins was the Chief
        Executive Officer of Cybertown.Net.  Mr. Jenkins majored in Political
        Science and Business at Northwestern University in Evanston
        Illinois.
  Mr.
        Jenkins is not a director with any other reporting company(ies) in the United
        States. There are no family relationships between Mr. Jenkins and the directors,
        executive officers, or persons nominated or chosen by the Company to become
        directors or executive officers. During the last two years, there have been
        no
        transactions, or proposed transactions, to which the Company was or is to
        be a
        party, in which Mr. Jenkins (or any member of his immediate family) had or
        is to
        have a direct or indirect material interest.
 
 **NOTE
        9 – SUBSEQUENT EVENTS**
 
 On
        October 24, 2008 the Company filed a Preliminary Schedule 14C with the
        Securities and Exchange Commission to effect the following changes:
 
 -
              an
                  increase of the authorized number of shares of our common stock
                  from
                  75,000,000 to 500,000,000.
 -
              change
                  of the Company’s name to The Media Power Group,
                  Inc.
 -
              a
                  12 for 1 forward split of the Company’s common stock.
  
  **ITEM
        2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
  This
        section of the report includes a number of forward-looking statements that
        reflect our current views with respect to future events and financial
        performance. Forward-looking statements are often identified by words like:
        believe, expect, estimate, anticipate, intend, project and similar expressions,
        or words which, by their nature, refer to future events. You should not place
        undue certainty on these forward-looking statements, which apply only as
        of the
        date of this report. These forward-looking statements are subject to certain
        risks and uncertainties that could cause actual results to differ materially
        from historical results or our predictions.
  We
        are a
        start-up corporation and have not generated or realized any revenues from
        our
        business operations.
  Our
        auditors have issued a going concern opinion. This means that there is
        substantial doubt that we can continue as going concern for the next twelve
        months unless we obtain additional capital to pay our bills. This is because
        we
        have not generated any revenues and no revenues are anticipated.
  **Change
        in Control**
 
 On
        August
        29, 2008, Madero, Inc. (the “Registrant”) entered into a stock purchase
        agreement (the “Stock Purchase Agreement”) with Mike Lizarraga (our former
        director and President, Chief Executive Officer, and Chief Financial Officer),
        and Media Power USA, Inc. (“MPI”). Pursuant to the terms and conditions of the
        Stock Purchase Agreement, MPI acquired 4,000,000 shares of the Registrant’s
        common stock, or approximately 48.07% of our issued and outstanding shares
        of
        common stock from Mr. Lizarraga.  The transaction contemplated by the Stock
        Purchase Agreement closed on August 29, 2008. MPI, utilizing its working
        capital
        paid, in consideration for the shares, $264,000.
 
 There
        were no material relationships between us or our affiliates and any of the
        parties to the Stock Purchase Agreement, other than in respect of the Stock
        Purchase Agreement.
 
 Immediately
        prior to the closing of the Transaction, Mike Lizarraga served as the sole
        member of the Board of Directors. Pursuant to the terms and conditions set
        forth
        in the Stock Purchase Agreement, immediately following the closing of the
        Transaction, (1) Richard Jenkins (CEO of MPI), was appointed as a member
        to the
        Board of Directors, (2) Mike Lizarraga tendered a resignation from the Board
        of
        Directors, effective as of ten days after the delivery to our shareholders
        of an
        Information Statement pursuant to Rule 14f, and (3) Richard Jenkins was
        named President, Chief Executive Officer, Chief Financial Officer and Secretary
        of the Registrant. The Board of Directors has accepted the undated resignation
        previously tendered by Mike Lizarraga as the sole director of the Registrant
        and
        Richard Jenkins was appointed as the Chairman of the Board of Directors and
        sole
        director, as the required ten (10) calendar days have elapsed since the date
        the
        Registrant filed with the SEC and transmitted to holders of record of the
        Registrant’s securities the information required by Rule 14f-1 of the Securities
        Exchange Act of 1934.
  
 
 MPI provides
        Augmented Reality Link (“ARL”) technology to the handheld mobile device
        marketplace. MPI acts as the gatekeeper of ARL technology that
        recognizes advertising brands and delivers a company’s content instantly on the
        browser of a mobile phone. Currently there are no agreements in place to
        merge
        MPI with and into the Registrant, but the Registrant is investigating turning
        its business strategy and activities toward the mobile handheld device industry.
        At such time as Registrant may enter into an agreement we will provide
        disclosure of the terms of any such transaction. There is no guarantee that
        we
        will enter into any such agreement.
  **Plan
        of Operation**
  We
        are
        seeking an acquisition of a business opportunity, which may be made by purchase,
        merger, exchange of stock, or otherwise, and may encompass assets or a business
        entity, such as a corporation, joint venture, or partnership.
  No
        assurance can be given that we will enter into any arrangement, or that any
        firm
        would be retained, or we will be successful in finding or acquiring a desirable
        business opportunity, given the limited funds that are expected to be available
        for acquisitions, or that any acquisition that occurs will be on terms that
        are
        favorable to us or our stockholders.
  Our
        discretion in the selection of business opportunities is unrestricted, subject
        to the availability of such opportunities, economic conditions, and other
        factors.
  In
        connection with such a merger or acquisition, it is highly likely that an
        amount
        of stock constituting control of our company would be issued by us or purchased
        from the current principal shareholders of our company by the acquiring entity
        or its affiliates.
  Depending
        upon the nature of the transaction, our sole officer and director may resign
        his
        management positions in connection with our acquisition of a business
        opportunity. In
        the event of such a resignation, our sole officer and director would not
        have
        any control over the conduct of our business following our combination with
        a
        business opportunity.
  Holders
        of our securities should not anticipate that we necessarily will furnish
        such
        holders, prior to any merger or acquisition, with financial statements, or
        any
        other documentation, concerning a target company or its business. In some
        instances, however, the proposed participation in a business opportunity
        may be
        submitted to the stockholders for their consideration, either voluntarily
        by our
        sole officer and director to seek the stockholders' advice and consent or
        because state law so requires. The analysis of business opportunities will
        be
        undertaken by or under the supervision of our sole officer and director,
        who is
        not a professional business analyst.
 
 **Form
        of Acquisition**
  It
        is
        impossible to predict the manner in which we may participate in a business
        opportunity. Specific business opportunities will be reviewed as well as
        our
        respective needs and desires of all parties involved in the opportunity and,
        upon the basis of that review and our negotiating strength, the legal structure
        or method deemed by management to be suitable will be selected. Such structure
        may include, but is not limited to:
  
  ·
              leases,
                  purchase and sale agreements,
 ·
              licenses,
 ·
              joint
                  ventures and
 ·
              other
                  contractual arrangements.
  We
        may
        act directly or indirectly through an interest in a partnership, corporation
        or
        other form of organization.
  Implementing
        such structure may require our merger, consolidation or reorganization with
        other corporations or forms of business organization, and although it is
        likely,
        we cannot assure you that we would be the surviving entity. In addition,
        our
        present management and stockholders most likely will not have control of
        a
        majority of our voting shares following a reorganization transaction. As
        part of
        such a transaction, our sole officer and director may resign and new directors
        may be appointed without any vote by stockholders. It is likely that we will
        acquire participation in a business opportunity through the issuance of our
        common stock or other securities.
  Although
        the terms of any such transaction cannot be predicted, in certain circumstances,
        the criteria for determining whether or not an acquisition is a so-called
        "tax
        free" reorganization under the Internal Revenue Code of 1986, depends upon
        the
        issuance to the stockholders of the acquired company of a controlling interest
        equal to 80% or more of the common stock of the combined entities immediately
        following the reorganization.
  If
        a
        transaction were structured to take advantage of these provisions rather
        than
        other "tax free" provisions provided under the Internal Revenue Code, our
        current stockholders would retain in the aggregate 20% or less of the total
        issued and outstanding shares. This could result in substantial additional
        dilution in the equity of those who were our stockholders prior to such
        reorganization. Our issuance of these additional shares might also be done
        simultaneously with a sale or transfer of shares representing a controlling
        interest in us by our sole officer, director and principal
        shareholder.
  We
        anticipate that any new securities issued in any reorganization would be
        issued
        in reliance upon exemptions, if any are available, from registration under
        applicable federal and state securities laws. In some circumstances, however,
        as
        a negotiated element of the transaction, we may agree to register such
        securities either at the time the transaction is consummated, or under certain
        conditions or at specified times thereafter.
  The
        issuance of substantial additional securities and their potential sale into
        any
        trading market that might develop in our securities may have a depressive
        effect
        upon such market. We will participate in a business opportunity only after
        the
        negotiation and execution of a written agreement.
  
 
 Although
        the terms of such agreement cannot be predicted, generally such an agreement
        would require:
  ·
              specific
                  representations and warranties by all of the parties
                  thereto,
 ·
              specify
                  certain events of default,
 ·
              detail
                  the terms of closing and the conditions which must be satisfied
                  by each of
                  the parties thereto prior to such
                  closing,
 ·
              outline
                  the manner of bearing costs if the transaction is not
                  closed,
 ·
              set
                  forth remedies upon default, and
 ·
              include
                  miscellaneous other terms.
  We
        anticipate that the investigation of specific business opportunities and
        the
        negotiation, drafting and execution of relevant agreements, disclosure documents
        and other instruments will require substantial management time and attention
        and
        substantial costs for accountants, attorneys and others.
  **Investment
        Company Act and Other Regulation**
  We
        may
        participate in a business opportunity by purchasing, trading or selling the
        securities of such business. We do not, however, intend to engage primarily
        in
        such activities.
  Specifically,
        we intend to conduct our activities so as to avoid being classified as an
        investment company under the Investment Company Act of 1940, and therefore
        to
        avoid application of the costly and restrictive registration and other
        provisions of the Investment Act, and the regulations promulgated
        thereunder.
  Section
        3(a) of the Investment Act contains the definition of an investment company,
        and
        it excludes any entity that does not engage primarily in the business of
        investing, reinvesting or trading in securities, or that does not engage
        in the
        business of investing, owning, holding or trading investment securities defined
        as all securities other than government securities or securities of majority-
        owned subsidiaries the value of which exceeds 40% of the value of its total
        assets excluding government securities, cash or cash items.
  We
        intend
        to implement our business plan in a manner that will result in the availability
        of this exception from the definition of investment company. As a result,
        our
        participation in a business or opportunity through the purchase and sale
        of
        investment securities will be limited.
  Our
        plan
        of business may involve changes in our capital structure, management, control
        and business, especially if we consummate a reorganization as discussed above.
        Each of these areas is regulated by the Investment Act, in order to protect
        purchasers of investment company securities. Since we will not register as
        an
        investment company, stockholders will not be afforded these
        protections.
  
  Any
        securities which we might acquire in exchange for our common stock will be
        restricted securities within the meaning of the Securities Act of 1933. If
        we
        elect to resell such securities, such sale cannot proceed unless a registration
        statement has been declared effective by the Securities and Exchange Commission
        or an exemption from registration is available. Section 4(1) of the Act,
        which
        exempts sales of securities not involving a distribution, would in all
        likelihood be available to permit a private sale.
  Although
        the plan of operation does not contemplate resale of securities acquired,
        if
        such a sale were to be necessary, we would be required to comply with the
        provisions of the Act to effect such resale. An acquisition made by us may
        be in
        an industry that is regulated or licensed by federal, state or local
        authorities. Compliance with such regulations can be expected to be a
        time-consuming and expensive process.
  **Employees**
  We
        do not
        currently have any employees but rely upon the efforts of our sole officer
        and
        director to conduct our business. We do not have any employment or compensation
        agreements in place with our officers and directors although they are reimbursed
        for expenditures advanced on our behalf.
 
 **Description
        of Property**
 
 We
        do not
        currently own any property.  We utilize office space of MPI.  We will
        not seek independent office space until we pursue a viable business opportunity
        and recognize income.
  **Results
        of operations**
  We
        did not have any operating income from inception through September 30, 2008.
         For the nine months ended September 30, 2008, we recognized a net loss of
        ($2,808) and for the period from inception through September 30, 2008, we
        recognized net loss of $ $(29,256).  Some general and administrative
        expenses during the quarter were accrued.  Expenses for the quarter were
        comprised of costs mainly associated with legal, accounting and
        office.
 
 **Liquidity
        and capital resources**
  As
        of the
        date of this report, we have yet to generate any revenues from our business
        operations.
  **Off-Balance
        Sheet Arrangements**
  We
        have
        no off-balance sheet arrangements.
  
  **Critical
        Accounting Policies**
  Our
        financial statements and related public financial information are based on
        the
        application of accounting principles generally accepted in the United States
        (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
        subjective interpretations of accounting principles that have an impact on
        the
        assets, liabilities, revenue and expense amounts reported. These estimates
        can
        also affect supplemental information contained in our external disclosures
        including information regarding contingencies, risk and financial condition.
        We
        believe our use if estimates and underlying accounting assumptions adhere
        to
        GAAP and are consistently and conservatively applied. We base our estimates
        on
        historical experience and on various other assumptions that we believe to
        be
        reasonable under the circumstances. Actual results may differ materially
        from
        these estimates under different assumptions or conditions. We continue to
        monitor significant estimates made during the preparation of our financial
        statements.
 
 **ITEM 3.**  **QUANTITATIVE
        AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**
 
 Not
        required for smaller reporting companies.
  **ITEM
        4.  CONTROLS AND PROCEDURES.**
  **Evaluation
        of Disclosure Controls and Procedures**
  We
        maintain “disclosure controls and procedures,” as such term is defined in Rule
        13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that
        are designed to ensure that information required to be disclosed in our Exchange
        Act reports is recorded, processed, summarized and reported within the time
        periods specified in the Securities and Exchange Commission rules and forms,
        and
        that such information is accumulated and communicated to our management,
        including our Principal Executive Officer and Principal Financial Officer,
        as
        appropriate, to allow timely decisions regarding required disclosure. We
        conducted an evaluation under the supervision and with the participation
        of our
        Principal Executive Officer and Principal Financial Officer, of the
        effectiveness of the design and operation of our disclosure controls and
        procedures as of the end of the period covered by this report pursuant to
        Rule
        13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive
        Officer and Principal Financial Officer concluded that our Disclosure Controls
        were effective as of the end of the period covered by this report.
  **Changes
        in Internal Controls**
  We
        have also evaluated our internal controls for financial reporting, and there
        have been no significant changes in our internal controls or in other factors
        that could significantly affect those controls subsequent to the date of
        their
        last evaluation.
  
  **PART
        II. OTHER INFORMATION**
  **ITEM
        6.      EXHIBITS.**
  The following documents are included herein:
 **Exhibit
                    No.**
                **Document
                    Description**
 31.1
              Certification
                  of Principal Executive Officer and Principal Financial Officer
                  pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.32.1
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to section
                  906 of the Sarbanes-Oxley Act of
                  2002.
 
 
  **SIGNATURES**
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following person on behalf of the Registrant and in the
        capacities on this 13 th day of
        November, 2008.
  **MADERO
                  INC.****(Registrant)**BY:
              /s/
                  Richard JenkinsRichard
                  JenkinsPresident,
                  Chief Executive Officer,Secretary,
                  Chief Financial Officer,