UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q





(Mark
One)





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





For the
quarterly period ended June 30, 2010





OR





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





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





Commission
File Number 000-50655





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





Delaware
                
                20-0823997(State
      or other jurisdiction
                
                (I.R.S.
      Employerof
      incorporation or organization)
                
                Identification
      No.)





3505 Hart Ave., Suite 201, Rosemead, CA
      91770(Address
      of principal executive offices) (Zip
Code)





(626)-5764333(Registrant's
      telephone number, including area
code)





428 South Atlantic Blvd., Suite 328, Monterey
      Park, CA 91754(Former
      name, former address and former fiscal year,if
      changed since last report)





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 1934during
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   Noo





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).    Yes  o   No o




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” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer
                
                 ̈
                
                Accelerated filer
                
                 ̈Non-accelerated
      filer
                
                 ̈  (Do
      not check if a smaller reporting company)
                
                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 ̈





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934subsequent
to the distribution of securities under a plan confirmed by a court. Yes  ̈ No
 ̈





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
August 9,2010.








PART
I - FINANCIAL INFORMATION





Item
      1.
            Financial
      Statements


MADISON
AVENUE HOLDINGS INC.
 (A
Development Stage Company)
 Index
to Financial Statements
 
 PageFinancial Statements:Balance
      Sheets as of June 30, 2010 (Unaudited) and December 31,
    2009
                
                F-2Statements
      of Operations for the three and six months ended June 30, 2010 and 2009
      and for the period February 27, 2004 (date of inception) to June 30,
      2010  (Unaudited)
                
                F-3Statements
      of Cash Flows for the six months ended June 30, 2010 and 2009 and for the
      period February 27, 2004 (date of inception) to June 30,
      2010  (Unaudited)
                
                F-4Notes
      to Financial Statements (Unaudited)
                
                F-5
      – F-8
  F-1
 
 MADISON
AVENUE HOLDINGS INC.
 (A
Development Stage Company)
 Balance
Sheets
 
 June 30,
                      
                      
                      December 31,2010
                      
                      
                      2009(Unaudited)AssetsCurrent
      assets:Cash
      and cash equivalents
                      
                      $
                      -
                      
                      
                      $
                      -Prepaid
      expenses
                      
                      
                      -
                      
                      
                      
                      1,667Total
      current assets
                      
                      
                      -
                      
                      
                      
                      1,667Other
      assets
                      
                      
                      -
                      
                      
                      
                      -Total
      assets
                      
                      $
                      -
                      
                      
                      $
                      1,667Liabilities and Stockholders' Equity
      (Deficiency)Current
      liabilities:Accounts
      payable and accrued expenses
                      
                      $
                      455
                      
                      
                      $
                      1,455Total
      current liabilities
                      
                      
                      455
                      
                      
                      
                      1,455Other
      liabilities
                      
                      
                      -
                      
                      
                      
                      -Total
      liabilities
                      
                      
                      455
                      
                      
                      
                      1,455Commitments
      and contingenciesStockholders'
      equity (deficiency):Common
      stock, $.001 par value; 10,000,000 shares authorized, 500,000 shares
      issued and outstanding
                      
                      
                      500
                      
                      
                      
                      500Additional
      paid-in capital
                      
                      
                      90,060
                      
                      
                      
                      81,450Deficit
      accumulated during the development stage
                      
                      
                      (91,015
                      )
                      
                      
                      (81,738
                      )Total
      stockholders' equity (deficiency)
                      
                      
                      (455
                      )
                      
                      
                      212Total
      liabilities and stockholders' equity (deficiency)
                      
                      $
                      -
                      
                      
                      $
                      1,667
 
 See notes
to financial statements.
  F-2
 
 MADISON
AVENUE HOLDINGS INC.
 (A
Development Stage Company)
 Statements
of Operations
 (Unaudited)
 
 CumulativeDuring theDevelopmentStageThree Months
                  
                  
                  Three Months
                  
                  
                  Six Months
                  
                  
                  Six Months
                  
                  
                  (February 27,Ended
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  2004 toJune 30, 2010
                  
                  
                  June 30, 2009
                  
                  
                  June 30, 2010
                  
                  
                  June 30, 2009
                  
                  
                  June 30, 2010)Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Expenses:General
      and administrative
                  
                  
                  3,077
                  
                  
                  
                  3,335
                  
                  
                  
                  9,277
                  
                  
                  
                  8,524
                  
                  
                  
                  91,015Total
      expenses
                  
                  
                  3,077
                  
                  
                  
                  3,335
                  
                  
                  
                  9,277
                  
                  
                  
                  8,524
                  
                  
                  
                  91,015Net
      loss
                  
                  $
                  (3,077
                  )
                  
                  $
                  (3,335
                  )
                  
                  $
                  (9,277
                  )
                  
                  $
                  (8,524
                  )
                  
                  $
                  (91,015
                  )Net
      loss per share, basic and diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.02
                  )Weighted
      average number of common shares outstanding, basic and
    diluted
                  
                  
                  500,000
                  
                  
                  
                  500,000
                  
                  
                  
                  500,000
                  
                  
                  
                  500,000
 
 See notes
to financial statements.
  F-3
 
 MADISON AVENUE HOLDINGS INC.
 (A
Development Stage Company)
 Statements
of Cash Flows
 (Unaudited)
 
 CumulativeDuring theDevelopmentStageSix Months
                  
                  
                  Six Months
                  
                  
                  (February 27,Ended
                  
                  
                  Ended
                  
                  
                  2004 toJune 30, 2010
                  
                  
                  June 30, 2009
                  
                  
                  June 30, 2010)Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (9,277
                  )
                  
                  $
                  (8,524
                  )
                  
                  $
                  (91,015
                  )Changes
      in operating assets and liabilities:Prepaid
      expenses
                  
                  
                  1,667
                  
                  
                  
                  -
                  
                  
                  
                  -Accounts
      payable and accrued expenses
                  
                  
                  (1,000
                  )
                  
                  
                  333
                  
                  
                  
                  455Net
      cash used in operating activities
                  
                  
                  (8,610
                  )
                  
                  
                  (8,191
                  )
                  
                  
                  (90,560
                  )Cash
      flows from investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      flows from financing activities:Proceeds
      from sale of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500Capital
      contributions
                  
                  
                  8,610
                  
                  
                  
                  8,191
                  
                  
                  
                  90,060Net
      cash provided by financing activities
                  
                  
                  8,610
                  
                  
                  
                  8,191
                  
                  
                  
                  90,560Net
      increase (decrease) in cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      and cash equivalents, beginning of period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      and cash equivalents, end of period
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental
      disclosures of cash flow information:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
 
 See notes
to financial statements.
  F-4
  MADISON
AVENUE HOLDINGS INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 For
the Three and Six Months Ended June 30, 2010 and 2009
 and
for the Period February 27, 2004 (Inception) to June 30, 2010
 (Unaudited)
 
 NOTE
1 – INTERIM FINANCIAL STATEMENTS
 
 The
unaudited financial statements as of June 30, 2010 and for the three and six
months ended June 30, 2010 and 2009 have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with instructions to Form 10-Q.  In the
opinion of management, the unaudited financial statements have been prepared on
the same basis as the annual financial statements and reflect all adjustments,
which include only normal recurring adjustments, necessary to present fairly the
financial position as of June 30, 2010 and the results of operations and cash
flows for the three and six months ended June 30, 2010 and 2009.  The
financial data and other information disclosed in these notes to the interim
financial statements related to these periods are unaudited.  The
results for the six month period ended June 30, 2010 are not necessarily
indicative of the results to be expected for any subsequent quarter of the
entire year ending December 31, 2010.  The balance sheet at December
31, 2009 has been derived from the audited financial statements at that
date.
 
 Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission’s rules and regulations.  These unaudited
financial statements should be read in conjunction with our audited financial
statements and notes thereto for the year ended December 31, 2009 as included in
our report on Form 10-K.
 
 NOTE
2 – ORGANIZATION
 
 Madison
Avenue Holdings Inc. (the “Company”) was incorporated in the State of Delaware
on February 27, 2004.  The Company has no products or services; the
Company is seeking a business to merge with or acquire.
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of
presentation – The Company has been presented as a “development stage
enterprise” in accordance with Accounting Standards Codification
(“ASC”) 915, “Development Stage Entities”.  Since inception,
the Company’s activities have been limited to organizational efforts, obtaining
initial financing, and making filings with the Securities and Exchange
Commission.
  F-5
  MADISON
AVENUE HOLDINGS INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 For
the Three and Six Months Ended June 30, 2010 and 2009
 and
for the Period February 27, 2004 (Inception) to June 30, 2010
 (Unaudited)
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 At June
30, 2010, the Company had no cash and stockholders’ deficiency of
$455.  For the period February 27, 2004 (inception) to June 30, 2010,
the Company incurred a net loss of $91,015.  These factors create
uncertainty as to the Company’s ability to continue as a going
concern.  The Company is making efforts to acquire a business with
assets and operations.  However, there is no assurance that the
Company will be successful in accomplishing this objective.  The
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.
 
 NOTE
4 – STOCKHOLDERS’ EQUITY
 
 In March
2004, the Company sold 500,000 shares of its common stock at a price of $.001
per share, or $500 total, to a corporation (the “First Stockholder”) controlled
by the then president and director of the Company.  From March 2004 to
September 2005, the First Stockholder made additional capital contributions to
the Company of $13,951.
 
 In August
2005, the First Stockholder of the Company sold 475,000 shares of Company common
stock to an unrelated third party (the “Second Stockholder”).  The
Company agreed under the related Stock Purchase Agreement that, in exchange for
the First Stockholder’s efforts in procuring the Second Stockholder’s services
to identify merger or acquisition targets for the Company; in the event that the
Company successfully completes a merger or acquisition of one or more business
entities identified by the new 95% Second Stockholder (the “Business
Combination”), the Company will issue such number of new shares of the common
stock of the Company to the First Stockholder so that it will continue to retain
5% of equity ownership in the Company immediately after the close of any
Business Combination.   From October 2005 to June 2006, the
Second Stockholder made additional capital contributions to the Company of
$7,744.
 
 In June
2006, the Second Stockholder sold a total of 237,500 shares of Company common
stock to two unrelated third parties (the “Third Stockholder” and the “Fourth
Stockholder”), 118,750 shares to each of them.  From September 2006 to
June 2010, the Second Stockholder, Third Stockholder and Fourth Stockholder made
capital contributions to the Company of $68,365.
  F-6
  MADISON
AVENUE HOLDINGS INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 For
the Three and Six Months Ended June 30, 2010 and 2009
 and
for the Period February 27, 2004 (Inception) to June 30, 2010
 (Unaudited)
 
 NOTE
5 – INCOME TAXES
 
 The
provision for (benefit from) income taxes differs from the amount computed by
applying the statutory United States federal income tax rate of 34% to income
(loss) before income taxes. The sources of the difference follow:
 
 Three
                      months
                      ended
                      June 30,
                      2010
                    
                    
                    Three
                      months
                      ended
                      June 30,
                      2009
                    
                    
                    Six
                      months
                      ended
                      June 30,
                      2010
                    
                    
                    Six
                      months
                      ended
                      June 30,
                      2009
                    
                    
                    Cumulative
                      during the
                      Development
                      Stage
                      (February 27,
                      2004 to
                      June 30, 2010Expected
      tax at 34%
                    
                    $
                    (1,046
                    )
                    
                    $
                    (1,134
                    )
                    
                    
                    (3,154
                    )
                    
                    $
                    (2,898
                    )
                    
                    $
                    (30,945
                    )Increase
      in valuation allowance
                    
                    
                    1,046
                    
                    
                    
                    1,134
                    
                    
                    
                    3,154
                    
                    
                    
                    2,898
                    
                    
                    
                    30,945Income
      tax provision
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
 
 June 30,
                                2010
                              
                              
                              December 31,
                                2009Net
      operating loss carryforward
                              
                              $
                              30,945
                              
                              
                              $
                              27,791Less
      valuation allowance
                              
                              
                              (30,945
                              )
                              
                              
                              (27,791
                              )Income
      tax provision
                              
                              $
                              -
                              
                              
                              $
                              -
  F-7
 
 MADISON
AVENUE HOLDINGS INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 For
the Three and Six Months Ended June 30, 2010 and 2009
 and
for the Period February 27, 2004 (Inception) to June 30, 2010
 (Unaudited)
 
 NOTE
5 – INCOME TAXES (continued)
 
 Based on
management ‘s present assessment, the Company has not yet determined it to be
more likely than not that a deferred tax asset of $30,945 attributable to the
future utilization of the $91,015 net operating loss carryforward as of June 30,
2010 will be realized.  Accordingly, the Company has provided a 100%
allowance against the deferred tax asset in the financial statements at June 30,
2010.  The Company will continue to review this valuation allowance
and make adjustments as appropriate.  The net operating loss
carryforward expires in years 2024, 2025, 2026, 2027, 2028, 2029 and 2030 in the
amounts of $7,297, $12,450, $9,621, $20,306 and $16,739, $15,325 and $9,277,
respectively.
 
 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.
 
 NOTE
6 – COMMITMENTS AND CONTINGENCIES
 
 All
activities of the Company are being conducted by the officers and directors from
either their homes or their business offices at no cost to the
Company.  The officers and directors have agreed to continue this
arrangement until the Company completes a business combination.
 
 NOTE
7 – SUBSEQUENT EVENTS
 
 The
Company has evaluated the subsequent events through the filing date of this Form
10-Q and has determined that there were no subsequent events to recognize or
disclose in these financial statements.
  F-8


Item  2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations





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
are two officers - Alex Kam and Pan-Rong Liu. Mr. Kam is the Chief Executive
Officer and a director. Mr. Liu is the Chief Financial Officer. Mr. Kam acquired
95% of the outstanding stock of MAHI (the "Shares") pursuant to a Stock Purchase
Agreement dated as of July 8, 2005. The purchase price for the Shares was
$120,000 paid in cash. The source of funds was personal funds. The Stock
Purchase Agreement was closed on August 16, 2005.





On May 22, 2006, Mr. Kam entered into
two separate share purchase agreements with each of Mr. Pan-Rong Liu and Mr.
Seung Chi Tang. Under the share purchase agreements, Mr. Kam agreed to sell
118,750 shares of Common Stock (the "Common Shares") to each of Mr. Liu and Mr.
Tang. The purchase price for the Common Shares under each share purchase
agreement was $160,000 and was paid in cash. The share purchase agreements
closed on June 13, 2006.


2





Both Mr. Kam and Mr. Liu have agreed to
allocate a limited portion of their time to the activities of MAHI without
compensation. Potential conflicts may arise with respect to the limited time
commitment by Mr. Kam and Mr. Liu 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.





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.


3





The analysis of new business
opportunities will be undertaken by, or under the supervision of, the officers
and director of MAHI, who are not professional business analysts. 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.





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.


4





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.





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.


5





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.





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.


6





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.





Off-Balance Sheet
Arrangements





MAHI does not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or
future effect on financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.





Going
Concern





The financial statements included in
this filing have been prepared in conformity with generally accepted accounting
principles that contemplate the continuance of us as a going concern. MAHI's
cash is inadequate to pay all of the costs associated with our operations.
Management intends to use borrowings and security sales to mitigate the effects
of its cash position; however, no assurance can be given that debt or equity
financing, if and when required, will be available. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets and classification of liabilities that might be necessary should
MAHI be unable to continue its existence.





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.


7





Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results
of operations, financial position or liquidity for the periods presented in this
report.




Recent Accounting
Pronouncement




In
October 2009, the Financial Accounting Standards Board (“FASB”) issued an
Accounting Standard Update (“ASU”) No. 2009-13, which addresses the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services separately rather than as a combined unit and modifies
the manner in which the transaction consideration is allocated across the
separately identified deliverables. The ASU significantly expands the disclosure
requirements for multiple-deliverable revenue arrangements. The ASU will be
effective for the first annual reporting period beginning on or after
June 15, 2010, and may be applied retrospectively for all periods presented
or prospectively to arrangements entered into or materially modified after the
adoption date. Early adoption is permitted, provided that the guidance is
retroactively applied to the beginning of the year of adoption. The Company does
not expect the adoption of ASU No. 2009-13 to have any effect on its financial
statements upon its required adoption on January 1, 2011.





Item
      3.
            Quantitative
      and Qualitative Disclosures About Market
Risk





Not
applicable.





Item
      4.
            Controls
      and Procedures





(a)
            Disclosure
      Controls and Procedures.





Under the supervision and with the participation of the Company’s
management, including the principal executive officer and principal financial
officer, as of the end of the period covered by this report, the Company
conducted an evaluation of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and
15d-15(e) under the Exchange Act. The Company’s disclosure controls and
procedures are designed to provide reasonable assurance that the information
required to be included in the Company’s reports to Securities and Exchange
Commission (“SEC”) is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms and to provide reasonable
assurance 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.
Based on this evaluation, the Company’s principal executive officer and
principal financial officer concluded that, as of the period covered by this
report, the Company’s disclosure controls and procedures are effective at these
reasonable assurance levels.


8





Our internal control system is designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States. There is no
assurance that our disclosure controls or our internal controls over financial
reporting can prevent all errors. An internal control system, no matter how well
designed and operated, has inherent limitations, including the possibility of
human error. Because of the inherent limitations in a cost-effective control
system, misstatements due to error may occur and not be detected. We monitor our
disclosure controls and internal controls and make modifications as necessary.
Our intent in this regard is that our disclosure controls and our internal
controls will improve as systems change and conditions warrant.





(b)
            Changes
      in Internal Control over Financial
Reporting





During
the six months ended June 30,2010, there has been no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.





PART
II - OTHER INFORMATION





Item
1. Legal Proceedings





Not
applicable.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





Not
applicable.





Item
3. Defaults Upon Senior Securities





Not
applicable.





Item
4. Submission of Matters to a Vote of Security Holders





Not
applicable.





Item
5. Other Information





Not
applicable.


9





Item
      6.
            Exhibits





EXHIBITNUMBER
              
              DESCRIPTION31.1
              
              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;31.2
              
              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.


10





SIGNATURES





Pursuant
tothe
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:
      August 9, 2010
                    Alex
      Kam(Name)/s/
      Alex Kam(Signature)Chief
      Executive
Officer


11