Form 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

For the transition period from ...........to...............

Commission File Number 000-29957

                          Madison Avenue Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                               Delaware 20-0823997
                  (State or other jurisdiction (I.R.S. Employer
--------------------------------------------------------------------------------
            of incorporation or organization) Identification Number)

         354 East 50th Street, New York, New York             10022
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)          (Zip Code)

                                  212-519-2100
--------------------------------------------------------------------------------
              (Registrant's telephone number, including Area Code)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes |X| No |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act.

Yes |_| No |X|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: there were 500,000 shares
outstanding as of November 12, 2004.

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS


                          MADISON AVENUE HOLDINGS INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                       -:-

                              FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
Balance Sheet
  September 30, 2004..........................................................................F - 1

Statement of Operations for the Three Months Ended September 30, 2004
  and for the Period February 27, 2004 (inception) to September 30, 2004......................F - 2

Statement of Stockholders' Equity for the Three Months Ended September 30, 2004
  and for the Period February 27, 2004 (inception) to September 30, 2004......................F - 3

Statement of Cash Flows for the Three Months Ended September 30, 2004
  and for the Period February 27, 2004 (inception) to September 30, 2004......................F - 4

Notes to Financial Statements.................................................................F - 5
</TABLE>

<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                            BALANCE SHEET -UNAUDITED

                                                                Setember 30,
                                                                    2004
                                                                ------------
Assets:
    Cash and cash equivalents                                      $ 1,000
                                                                   -------
       Total Assets                                                $ 1,000
                                                                   =======

Liabilities - Accounts Payable                                     $   672
                                                                   -------
Stockholder's Equity:
  Common Stock, Par value $.001
    Authorized 10,000,000 shares,
    Issued 500,000 shares at September 30, 2004                        500
  Additional Paid-In Capital                                         5,951
  Deficit Accumulated During the
    Development Stage                                               (6,123)
                                                                   -------
     Total Stockholder's Equity                                        328
                                                                   -------

     Total Liabilities and
       Stockholder's Equity                                        $ 1,000
                                                                   =======

   The accompanying notes are an integral part of these financial statements.


                                      F-1
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                       STATEMENT OF OPERATIONS - UNAUDITED
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND FOR THE PERIOD
               FEBRUARY 27, 2004 (INCEPTION) TO SEPTEMBER 30, 2004

                                                                Cumulative
                                                                During the
                                                           Development Stage -
                                        Three Months        February 27, 2004
                                           Ended              (Inception) to
                                     September 30, 2004     September 30, 2004
                                     ------------------     ------------------

Revenues:                                $    --                $      --

General and administrative expense         1,037                    6,123
                                         -------                ---------

     Net Loss                            $(1,037)               $  (6,123)
                                         =======                =========

Basic & Diluted loss per share           $ (0.00)               $   (0.01)
                                         =======                =========

Weighted average number of
common shares outstanding                500,000                  500,000
                                         =======                =========

   The accompanying notes are an integral part of these financial statements.


                                      F-2
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                  STATEMENT OF STOCKHOLDERS' EQUITY - UNAUDITED
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND FOR THE PERIOD
               FEBRUARY 27, 2004 (INCEPTION) TO SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                             Accumulated
                                                                            Additional        During the
                                                   Common Stock              Paid-In         Development
                                              Shares          Par Value      Capital            Stage
                                              -------         -------          -------         -------
<S>                                           <C>             <C>             <C>             <C>
Balance at February 27, 2004 (inception)           --         $    --         $    --         $    --

Issuance of Stock  for Cash                   500,000             500           3,951              --

Net Loss                                           --              --              --          (3,951)
                                              -------         -------         -------         -------
Balance at March 31, 2004                     500,000             500           3,951          (3,951)
Capital Contribution                               --              --           2,000              --

Net Loss                                           --              --              --          (1,135)
                                              -------         -------         -------         -------

Balance at June 30, 2004                      500,000             500           5,951          (5,086)

Net Loss                                           --              --              --          (1,037)
                                              -------         -------         -------         -------

Balance at September 30, 2004                 500,000         $   500         $ 5,951         $(6,123)
                                              =======         =======         =======         =======
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                       STATEMENT OF CASH FLOWS- UNAUDITED
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND FOR THE PERIOD
              FEBRUARY 27, 2004 (INCEPTION ) TO SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                                                       Cumulative
                                                                                       During the
                                                                                       Development
                                                                                         Stage -
                                                           Three Months             February 27, 2004
                                                              Ended                  (Inception) to
                                                        September 30, 2004         September 30, 2004
                                                        ------------------         ------------------
<S>                                                            <C>                       <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss                                                       $(1,037)                  $(6,123)
Changes in operating assets and liabilities:
  Accounts Payable                                                 287                       672
                                                               -------                   -------
  Net Cash Used in Operating Activities                           (750)                   (5,451)
                                                               -------                   -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net Cash Provided by Investing Activities                           --                        --

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of Common Stock                                  --                     4,451
Capital Contribution                                                --                     2,000
                                                               -------                   -------
Net Cash Provided by Financing Activities                           --                     6,451
                                                               -------                   -------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                       (750)                    1,000
Cash and Cash Equivalents
  at Beginning of Period                                         1,750                        --
Cash and Cash Equivalents
                                                               -------                   -------
  at End of Period                                             $ 1,000                   $ 1,000
                                                               =======                   =======

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest                                                     $    --                   $    --
  Income taxes                                                 $    --                   $    --
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      F-4
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED
                               SEPTEMBER 30, 2004

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      This summary of accounting  policies for Madison  Avenue  Holdings Inc. is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

      The  Company was  incorporated  under the laws of the State of Delaware on
February  27,  2004.  The  Company  is in the  development  stage,  and  has not
commenced planned principal operations.

Nature of Business

      The Company has no products or  services as of  September  30,  2004.  The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the  opinion of  management  will  provide a profit to the  Company.  A business
combination  involving  the issuance of the common stock of the Company will, in
all  likelihood,  result  in  stockholders  of  a  target  company  obtaining  a
controlling  interest in the Company. As a condition of the business combination
agreement,  current  stockholders of the Company may agree to sell,  transfer or
retire all or a portion of its common stock of the Company to provide the target
company with all or majority  control.  The  resulting  change in control of the
Company will likely result in removal of the present officer and director of the
Company and a corresponding  reduction in or elimination of his participation in
the  future  affairs  of the  Company.  If there is a change in  management,  no
assurance can be given as to the  experience or  qualifications  of such persons
either in the operation of the  Company's  activities or in the operation of the
business,  assets or property being acquired. New management may be unsuccessful
in managing the Company after the business combination.

Interim Financial Statements

      The Company has not yet adopted a fiscal year. The financial statements as
of September 30, 2004 and for the three months ended  September 30, 2004 and for
the period February 27, 2004  (inception) to September 30, 2004 reflect,  in the
opinion of management,  all  adjustments  (which  include only normal  recurring
adjustments)  necessary  to fairly state the  financial  position and results of
operations and cash flows for such period. Operating results for interim periods
are not  necessarily  indicative  of the results  which can be expected for full
years.
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED
                               SEPTEMBER 30, 2004
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

      For purposes of the  statement of cash flows,  the Company  considers  all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Loss per Share

      Basic  and  diluted  loss per  share has been  calculated  based  upon the
500,000 common shares outstanding.

CONCENTRATION OF CREDIT RISK

      The Company has no off-balance-sheet concentrations of credit risk such as
foreign  exchange   contracts,   options  contracts  or  other  foreign  hedging
arrangements.  The  Company  maintains  its  cash  balance  with  one  financial
institution, in the form of a demand deposit account.

NOTE 2 - INCOME TAXES

      As  of  September  30,  2004,   the  Company  had  a  net  operating  loss
carryforward  for income tax  reporting  purposes  of $6,123  that may be offset
against future taxable income through 2024. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED
                               SEPTEMBER 30, 2004
                                   (Continued)

NOTE 3 - DEVELOPMENT STAGE COMPANY

      The Company  has not begun  principal  operations  and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 4 - COMMITMENTS

      As of September 30, 2004 all activities of the Company have been conducted
by the one corporate  officer from either his home or his business office.  This
officer has agreed to continue this  arrangement  until the Company  completes a
business combination.

<PAGE>

ITEM 2. PLAN OF OPERATION

Search for a target company.

      Madison Avenue Holdings, Inc. ("MAHI") will search for target companies as
potential candidates for a business combination.

      MAHI has not  entered  into  agreements  with any third  parties to locate
potential merger candidates.

      MAHI  may  seek to  locate a target  company  through  solicitation.  Such
solicitation  may include  newspaper  or magazine  advertisements,  mailings and
other  distributions  to  law  firms,   accounting  firms,  investment  bankers,
financial  advisors and similar  persons,  the use of one or more World Wide Web
sites and similar methods.  If MAHI engages in solicitation,  no estimate can be
made as to the number of persons who may be  contacted  or  solicited.  MAHI may
utilize  consultants in the business and financial  communities for referrals of
potential target companies. There is no assurance that MAHI will locate a target
company or that a business combination will be successful.

Management of MAHI

      MAHI has no full time employees. There is one officer and Director - Cesar
Villavicencio - who is the Chief Executive Officer,  President,  Chief Financial
Officer and Secretary. Mr. Villavicencio is also the sole owner of a corporation
which is the sole stockholder of MAHI. Mr.  Villavicencio has agreed to allocate
a limited  portion of his time to the  activities of MAHI without  compensation.
Potential  conflicts  may arise with respect to the limited time  commitment  by
Mr.Villavicencio and the potential demands of the activities of MAHI.

      The amount of time spent by  management  on the  activities of MAHI is not
predictable. Such time may vary widely from an extensive amount when reviewing a
target company and effecting a business combination to an essentially quiet time
when activities of management focus  elsewhere.  It is impossible to predict the
amount  of time  management  will  actually  be  required  to spend to  review a
suitable target company. Management estimates that the business plan of MAHI can
be  implemented  by  devoting  approximately  10 to 25 hours per month  over the
course of several months, but such figure cannot be stated with precision.

General Business Plan

      The purpose of MAHI is to seek,  investigate  and,  if such  investigation
warrants,  acquire an interest in a business  entity  which  desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the  Exchange  Act.  MAHI will not  restrict  its  search to any  specific
business,  industry,  or  geographical  location and MAHI may  participate  in a
business venture of virtually any kind or nature. Management anticipates that it
will be able to participate in only one potential  business venture because MAHI
has nominal assets and limited financial resources. This lack of diversification
should be considered a substantial  risk to the  stockholders of MAHI because it
will not permit MAHI to offset  potential  losses from one venture against gains
from another.
<PAGE>

      MAHI may seek a business  opportunity  with  entities  which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new product or service, or for other corporate purposes.

      MAHI anticipates that the selection of a business  opportunity in which to
participate  will be complex and  extremely  risky.  MAHI has not  conducted any
research to confirm  that there are  business  entities  seeking  the  perceived
benefits  of a  reporting  corporation.  Such  perceived  benefits  may  include
facilitating or improving the terms on which additional  equity financing may be
sought,  providing  liquidity for incentive stock options or similar benefits to
key employees,  increasing the  opportunity to use securities for  acquisitions,
providing liquidity for stockholders and other factors.  Business  opportunities
may be  available  in  many  different  industries  and  at  various  stages  of
development,  all of which will make the task of comparative  investigation  and
analysis of such business opportunities difficult and complex.

      MAHI has, and will continue to have, minimal capital with which to provide
the owners of business  entities  with any cash or other assets.  However,  MAHI
offers owners of acquisition candidates the opportunity to acquire a controlling
ownership  interest in a reporting company without the time required to become a
reporting  company by other means. MAHI has not conducted market research and is
not aware of  statistical  data to support the perceived  benefits of a business
combination for the owners of a target company.

      The analysis of new business opportunities will be undertaken by, or under
the  supervision  of,  the sole  officer  and  director  of  MAHI,  who is not a
professional business analyst. In analyzing prospective business  opportunities,
MAHI may  consider  such  matters  as the  available  technical,  financial  and
managerial resources; working capital and other financial requirements;  history
of operations,  if any; prospects for the future; nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development,  or  exploration;  specific risk factors not now  foreseeable,  but
which then may be  anticipated  to impact the proposed  activities of MAHI;  the
potential  for growth or  expansion;  the  potential  for profit;  the perceived
public  recognition  or  acceptance  of  products,  services,  or  trades;  name
identification;  and other  relevant  factors.  This  discussion of the proposed
criteria is not meant to be restrictive of the virtually unlimited discretion of
MAHI to search for and enter into potential business opportunities.
<PAGE>

      MAHI will not  restrict  its  search  for any  specific  kind of  business
entities,  but may acquire a venture, which is in its preliminary or development
stage,  which is  already  in  operation,  or in  essentially  any  stage of its
business  life.  It is  impossible  to  predict  at this time the  status of any
business in which MAHI may become  engaged,  whether  such  business may need to
seek additional  capital,  may desire to have its shares publicly traded, or may
seek other perceived advantages which MAHI may offer.

      Following a business  combination  MAHI may benefit  from the  services of
others in regard to  accounting,  legal  services,  underwritings  and corporate
public  relations.  If requested by a target company,  MAHI may recommend one or
more underwriters,  financial advisors,  accountants,  public relations firms or
other consultants to provide such services.

      A potential  target  company may have an agreement  with a  consultant  or
advisor  providing that services of the consultant or advisor be continued after
any business  combination.  Additionally,  a target  company may be presented to
MAHI only on the  condition  that the  services of a  consultant  or advisor are
continued after a merger or acquisition.  Such preexisting  agreements of target
companies  for the  continuation  of the  services  of  attorneys,  accountants,
advisors or consultants could be a factor in the selection of a target company.

Terms of a Business Combination

      In implementing a structure for a particular  business  acquisition,  MAHI
may become a party to a merger,  consolidation,  reorganization,  joint venture,
licensing  agreement or other arrangement with another corporation or entity. On
the consummation of a transaction,  it is likely that the present management and
stockholders  of MAHI will no longer be in control of MAHI.  In addition,  it is
likely that the officer and  director of MAHI will,  as part of the terms of the
business  combination,  resign and be replaced by one or more new  officers  and
directors.

      It is  anticipated  that  any  securities  issued  in  any  such  business
combination would be issued in reliance upon exemption from  registration  under
applicable federal and state securities laws. In some circumstances, however, as
a  negotiated  element of its  transaction,  MAHI may agree to register all or a
part of such securities  immediately  after the transaction is consummated or at
specified times thereafter.  If such registration  occurs, it will be undertaken
by the surviving  entity after MAHI has entered into an agreement for a business
combination  or has  consummated  a business  combination  and MAHI is no longer
considered a blank check  company.  The issuance of  additional  securities  and
their potential sale into any trading market which may develop in the securities
of MAHI may depress the market value of the  securities of MAHI in the future if
such a market develops, of which there is no assurance.

<PAGE>

      While the terms of a  business  transaction  to which  MAHI may be a party
cannot be predicted, it is expected that the parties to the business transaction
will desire to avoid the creation of a taxable  event and thereby  structure the
acquisition  in a  tax-free  reorganization  under  Sections  351  or 368 of the
Internal Revenue Code of 1986, as amended.

      Depending  upon,  among  other  things,  the target  company's  assets and
liabilities,   the   stockholders   of  MAHI  will  in  all  likelihood  hold  a
substantially  lesser percentage ownership interest in MAHI following any merger
or  acquisition.  The  percentage  of  ownership  may be subject to  significant
reduction in the event MAHI acquires a target company with substantial assets.

      Any  merger or  acquisition  effected  by MAHI can be  expected  to have a
significant dilutive effect on the percentage of shares held by the stockholders
of MAHI at such time.

      MAHI will participate in a business combination only after the negotiation
and execution of appropriate  agreements.  Although the terms of such agreements
cannot  be  predicted,   generally   such   agreements   will  require   certain
representations  and  warranties of the parties  thereto,  will specify  certain
events of default,  will detail the terms of closing  and the  conditions  which
must be  satisfied  by the  parties  prior to and after  such  closing  and will
include miscellaneous other terms.

      If MAHI stops or becomes unable to continue to pay the operating  expenses
of MAHI, MAHI may not be able to timely make its periodic reports required under
the Exchange Act nor to continue to search for an acquisition target.

Undertakings and understandings required of target companies

      As part of a  business  combination  agreement,  MAHI  intends  to  obtain
certain  representations  and warranties from a target company as to its conduct
following the business  combination.  Such  representations  and  warranties may
include (i) the agreement of the target  company to make all  necessary  filings
and to take all other steps  necessary to remain a reporting  company  under the
Exchange  Act for at least a specified  period of time;  (ii)  imposing  certain
restrictions on the timing and amount of the issuance of additional free-trading
stock, including stock registered on Form S-8 or issued pursuant to Regulation S
and (iii) giving  assurances of ongoing  compliance with the Securities Act, the
Exchange Act, the General Rules and  Regulations  of the Securities and Exchange
Commission, and other applicable laws, rules and regulations.

      A  potential  target  company  should be aware that the  market  price and
trading  volume of the  securities  of MAHI,  when and if listed  for  secondary
trading,  may  depend in great  measure  upon the  willingness  and  efforts  of
successor  management  to  encourage  interest in MAHI within the United  States
financial  community.  MAHI does not have the market  support of an  underwriter
that would normally follow a public  offering of its securities.  Initial market
makers are likely to simply post bid and asked  prices and are  unlikely to take
positions in MAHI's securities for their own account or customers without active
encouragement  and basis for doing so. In addition,  certain  market  makers may
take short  positions in MAHI's  securities,  which may result in a  significant
pressure on their market price.  MAHI may consider the ability and commitment of
a target company to actively encourage interest in MAHI's securities following a
business  combination in deciding  whether to enter into a transaction with such
company.
<PAGE>

      A business  combination  with MAHI  separates  the  process of  becoming a
public company from the raising of investment  capital.  As a result, a business
combination with MAHI normally will not be a beneficial transaction for a target
company  whose  primary  reason for becoming a public  company is the  immediate
infusion of capital. MAHI may require assurances from the target company that it
has, or that it has a reasonable belief that it will have, sufficient sources of
capital to continue operations following the business  combination.  However, it
is possible that a target company may give such assurances in error, or that the
basis for such belief may change as a result of circumstances beyond the control
of the target company.

      Prior to completion of a business combination, MAHI may require that it be
provided with written  materials  regarding the target company  containing  such
items as a description  of products,  services and company  history;  management
resumes; financial information;  available projections, with related assumptions
upon which they are based; an explanation of proprietary  products and services;
evidence of existing patents,  trademarks,  or service marks, or rights thereto;
present and proposed  forms of  compensation  to  management;  a description  of
transactions  between such company and its affiliates during relevant periods; a
description  of  present  and  required  facilities;  an  analysis  of risks and
competitive  conditions;  a financial  plan of operation and  estimated  capital
requirements;  audited  financial  statements,  or if they  are  not  available,
unaudited financial statements, together with reasonable assurances that audited
financial  statements would be able to be produced within a reasonable period of
time not to exceed 75 days following completion of a business  combination;  and
other information deemed relevant.

Competition

      MAHI will remain an insignificant participant among the firms which engage
in the acquisition of business opportunities. There are many established venture
capital and financial  concerns which have  significantly  greater financial and
personnel  resources  and  technical  expertise  than  MAHI.  In view of  MAHI's
combined   extremely   limited  financial   resources  and  limited   management
availability, MAHI will continue to be at a significant competitive disadvantage
compared to MAHI's competitors.

Item 3. Controls and Procedures

      On November 12, 2004, an evaluation  was performed  under the  supervision
and with the  participation  of our sole  officer for the  effectiveness  of the
design and operation of our disclosure  controls and  procedures.  Based on that
evaluation,  he  concluded  that our  disclosure  controls and  procedures  were
effective in ensuring that material  information  relating to us with respect to
the period covered by this report was reported.

      There have been no other  significant  changes in MAHI's internal controls
or in other factors that could significantly affect internal controls subsequent
to June 30, 2004.

Item 6. Exhibits and Reports on Form 8-K
<PAGE>

EXHIBIT NUMBER                DESCRIPTION

   31.1           Certification  pursuant to Exchange  Act Rules  13a-15(e)  and
                  15d-15(e),   as  adopted   pursuant  to  Section  302  of  the
                  Sarbanes-Oxley Act of 2002;

   32.1           Certification pursuant to 18 U.S.C. 1350.

      (b) The Company did not file any reports on Form 8-K for the quarter ended
September 30, 2004.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

MADISON AVENUE HOLDINGS, INC.
(Registrant)

Date: November 15, 2004                          Cesar Villavicencio
                                         -----------------------------------
                                                        (Name)


                                              /s/ Cesar  Villavicencio
                                         -----------------------------------
                                                     (Signature)
                                         CEO and Principal Financial Officer