UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-QSB

(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, 2005

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
     EXCHANGE ACT

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

Commission File Number 000-29957

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

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

          428 South Atlantic Blvd., Suite 328, Monterey Park, CA   91754
         -------------------------------------------------------   -----
                    (Address of Principal Executive Offices)

                                  (626)-5764333
     -----------------------------------------------------------------------
                           (Issuer's telephone number)

                             c/o Cesar Villavicencio
                              344 East 50th Street
                            New York, New York 10022
         ---------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
                                                          ----        -----
<PAGE>

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

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

                                                     Yes          No
                                                          ----        -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: there were 500,000 shares outstanding
as of November 8, 2005.

Transitional Small Business Disclosure Format (check one);  Yes        No  X
                                                                ----     -----
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                          Index to Financial Statements

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                                                                                     <C>
Financial Statements:

   Balance Sheets as of September 30, 2005 (Unaudited)
     and December 31, 2004                                                              F-2

   Statements of Operations for the three months ended September 30, 2005 and
      September 30, 2004, for the nine months ended September 30, 2005 and for
      the period February 27, 2004 to September 30, 2004, and for the period
      February 27, 2004 (date of inception) to
      September 30, 2005 (Unaudited)                                                    F-3

   Statements of Cash Flows for the nine months ended September 30, 2005 and for
      the period February 27, 2004 to September 30, 2004, and for the period
      February 27, 2004 (date of inception) to
      September 30, 2005 (Unaudited)                                                    F-4

   Notes to Financial Statements (Unaudited)                                            F-5
</TABLE>


                                      F-1
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                            September 30,     December 31,
                                                                 2005              2004
                                                            ------------      ------------
Assets                                                      (Unaudited)
<S>                                                         <C>               <C>
Current assets:
   Cash and cash equivalents                                $      1,177      $        191
                                                            ------------      ------------

      Total current assets                                         1,177               191

Other assets                                                          --                --
                                                            ------------      ------------

Total assets                                                $      1,177      $        191
                                                            ============      ============

Liabilities and Stockholders' Equity (Deficiency)

Current liabilities:
   Accounts payable and accrued expenses                    $      4,135      $      1,037
                                                            ------------      ------------

      Total current liabilities                                    4,135             1,037

Other liabilities                                                     --                --
                                                            ------------      ------------

   Total liabilities                                               4,135             1,037
                                                            ------------      ------------

Commitments and contingencies

Stockholders' equity (deficiency):
   Common stock, $.001 par value; 10,000,000 shares
      authorized, 500,000 shares issued and outstanding              500               500
   Additional paid-in capital                                     13,951             5,951
   Deficit accumulated during the development stage              (17,409)           (7,297)
                                                            ------------      ------------

      Total stockholders' equity (deficiency)                     (2,958)             (846)
                                                            ------------      ------------

Total liabilities and stockholders' equity (deficiency)     $      1,177      $        191
                                                            ============      ============
</TABLE>

See notes to financial statements.


                                      F-2
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           Cumulative
                                                                                                           During the
                                                                                                          Development
                                                                                            Period            Stage
                                          Three Months    Three Months     Nine Months    February 27,    (February 27,
                                              Ended          Ended           Ended           2004 to         2004 to
                                          September 30,   September 30,   September 30,   September 30,   September 30,
                                              2005            2004            2005             2004           2005)
                                          -------------   -------------   -------------   -------------   -------------
<S>                                       <C>             <C>             <C>             <C>             <C>
Revenues                                  $          --   $          --   $          --   $          --   $          --
                                          -------------   -------------   -------------   -------------   -------------

Expenses:
   General and administrative                     4,014           1,037          10,112           6,123          17,409
                                          -------------   -------------   -------------   -------------   -------------

      Total expenses                              4,014           1,037          10,112           6,123          17,409
                                          -------------   -------------   -------------   -------------   -------------

Net loss                                  $      (4,014)  $      (1,037)  $     (10,112)  $      (6,123)  $     (17,409)
                                          =============   =============   =============   =============   =============

Net loss per share, basic and diluted     $       (0.01)  $       (0.00)  $       (0.02)  $       (0.01)
                                          =============   =============   =============   =============

Weighted average number of common
   shares outstanding, basic and diluted        500,000         500,000         500,000         500,000
                                          =============   =============   =============   =============
</TABLE>

See notes to financial statements.


                                      F-3
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                  Cumulative
                                                                                                  During the
                                                                                                 Development
                                                                               Period               Stage
                                                        Nine Months         February 27,        (February 27,
                                                           Ended               2004 to             2004 to
                                                    September 30, 2005   September 30, 2004   September 30, 2005)
                                                    ------------------   ------------------   ------------------
<S>                                                 <C>                  <C>                  <C>
Cash flows from operating activities:
   Net loss                                         $          (10,112)  $           (6,123)  $          (17,409)
   Changes in operating assets and liabilities:
      Accounts payable and accrued expenses                      3,098                  672                4,135
                                                    ------------------   ------------------   ------------------

   Net cash provided by (used in)
      operating activities                                      (7,014)              (5,451)             (13,274)
                                                    ------------------   ------------------   ------------------

Cash flows from investing activities                                --                   --                   --
                                                    ------------------   ------------------   ------------------

Cash flows from financing activities:
   Proceeds from sale of common stock                               --                4,451                4,451
   Capital contributions                                         8,000                2,000               10,000
                                                    ------------------   ------------------   ------------------

   Net cash provided by  financing activities                    8,000                6,451               14,451
                                                    ------------------   ------------------   ------------------

Net increase (decrease) in cash                                    986                1,000                1,177

Cash and cash equivalents, beginning of period                     191                   --                   --
                                                    ------------------   ------------------   ------------------

Cash and cash equivalents, end of period            $            1,177   $            1,000   $            1,177
                                                    ==================   ==================   ==================

Supplemental disclosures of cash flow information:
   Interest paid                                    $               --   $               --   $               --
                                                    ------------------   ------------------   ------------------

   Income taxes paid                                $               --   $               --   $               --
                                                    ------------------   ------------------   ------------------
</TABLE>

See notes to financial statements.


                                      F-4
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
      For the Three Months Ended September 30, 2005 and September 30, 2004,
         for the Nine Months Ended September 30, 2005 and for the Period
           February 27, 2004 to September 30, 2004 and for the Period
               February 27, 2004 (Inception) to September 30, 2005
                                   (Unaudited)

NOTE 1 - INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of September 30, 2005 and for the three
months ended September 30, 2005 and September 30, 2004 and for the nine months
ended September 30, 2005 and for the period February 27, 2004 to September 30,
2004 have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with
instructions to Form 10-QSB. 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
September 30, 2005 and the results of operations and cash flows for the periods
ended September 30, 2005 and 2004. 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 three month period ended September
30, 2005 are not necessarily indicative of the results to be expected for any
subsequent quarter of the entire year ending December 31, 2005. The balance
sheet at December 31, 2004 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 period February 27, 2004 to December 31, 2004 as
included in our report on Form 10-KSB.

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.


                                      F-5
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
      For the Three Months Ended September 30, 2005 and September 30, 2004,
         for the Nine Months Ended September 30, 2005 and for the Period
           February 27, 2004 to September 30, 2004 and for the Period
               February 27, 2004 (Inception) to September 30, 2005
                                   (Unaudited)

NOTE 3 - BASIS OF PRESENTATION

The Company has been presented as a "development stage enterprise" in accordance
with Statement of Financial Accounting Standards ("SFAS") No.7, "Accounting and
Reporting by Development Stage Enterprises". Since inception, the Company's
activities have been limited to organizational efforts, obtaining initial
financing, and making filings with the Securities and Exchange Commission
("SEC").

At September 30, 2005, the Company had negative working capital and a
stockholders' deficiency of $2,958. For the period February 27, 2004 (inception)
to September 30, 2005, the Company has incurred net losses of $17,409. 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 controlled by the then
president and director of the Company. In March and May 2004, this then sole
stockholder made additional capital contributions to the Company of $3,951 and
$2,000, respectively. In February, April, July and September 2005, this
stockholder made additional capital contributions to the Company of $2,000,
$3,000, $2,500 and $500 respectively.

In August 2005, the then sole stockholder of the Company sold 475,000 shares of
the Company's common stock to an unrelated third party. Under the related Stock
Purchase Agreement, in the event that the Company completes a merger or
acquisition of one or more business entities identified by the new 95%
stockholder (the "Business Combination"), the Company will issue such number of
new shares of the common stock of the Company to the former sole stockholder so
that it will continue to retain 5% of equity ownership in the Company
immediately after the close of any Business Combination.


                                      F-6
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
      For the Three Months Ended September 30, 2005 and September 30, 2004,
         for the Nine Months Ended September 30, 2005 and for the Period
           February 27, 2004 to September 30, 2004 and for the Period
               February 27, 2004 (Inception) to September 30, 2005
                                   (Unaudited)

NOTE 5 - INCOME TAXES

No provision for income taxes has been recorded since the Company has incurred
net losses since inception.

At September 30, 2005, deferred tax assets consist of:

      Net operating loss carryforward                             $ 5,919
      Less valuation allowance                                     (5,919)
                                                                  -------

      Net                                                         $    --
                                                                  =======

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 $5,919 attributable to
the future utilization of the $17,409 net operating loss carryforward as of
September 30, 2005 will be realized. Accordingly, the Company has provided a
100% allowance against the deferred tax asset in the financial statements at
September 30, 2005. The Company will continue to review this valuation allowance
and make adjustments as appropriate. The net operating loss carryforward expires
in years 2024 and 2025 in the amounts of $7,297 and $10,112, 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 have been conducted by the corporate officer from
either his home or his business office at no cost to the Company. This officer
has agreed to continue this arrangement until the Company completes a business
combination.

The Company has been provided certain professional services in connection with
its SEC filings at no cost to the Company.


                                      F-7
<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.



                                        8
<PAGE>

Management of MAHI

      MAHI has no full time employees. There is one officer and Director - Alex
Kam - who is the Chief Executive Officer and a director. Mr. Kam acquired 95% of
the outstanding stock of MAHI pursuant to a Stock Purchase Agreement dated as of
July 8, 2005. Mr. Kam 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. Kam 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.

                                        9
<PAGE>

      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.

      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.

                                        10
<PAGE>

      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.

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.

                                        11
<PAGE>

      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.

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.

                                        12
<PAGE>

Recent Development.

      On July 8, 2005, MAHI has entered into a Stock Purchase Agreement dated as
of July 8, 2005 with Acer Limited ("Acer"), a British Virgin Islands company
owned and controlled by Cesar Villavicencio, and Alex Kam ("Kam"). Under the
Stock Purchase Agreement, Acer agreed to sell to Kam 475,000 shares of common
stock of MAHI, constituting 95% of the issued and outstanding common stock of
MAHI (the "Shares"). The purchase price for the Shares was $120,000 paid in
cash. The source of funds used by Kam to purchase the Shares was his personal
funds. Additionally, MAHI agreed under the Stock Purchase Agreement that, in
exchange for Acer's efforts in obtaining Kam to identify merger or acquisition
targets for MAHI, in the event that MAHI successfully completes a merger or
acquisition of one or more business entities identified by Kam (the "Business
Combination"), it will issue such number of new shares of the common stock of
MAHI (the "New Shares") to Acer so that Acer will continue to retain 5% of
equity ownership in MAHI immediately after the close of any Business
Combination.

      The transaction was closed on August 16, 2005. By virtue of his
acquisition of a majority of the voting securities of the Company, Kam acquired
control of the Company on August 16, 2005. In connection with the transaction,
the Board of Directors of the Company elected Mr. Kam as a director and
appointed him the Chief Executive Officer (the "New Director and Officer") of
the Company, who took office on September 6, 2005. In addition, immediately
after taking the foregoing action, all directors and officers of the Company
(other than the New Director and Officer) resigned.

      Further information on the Stock Purchase Agreement is hereby incorporated
by reference to the current report on Form 8-K previously filed with the
Securities and Exchange Commission ("SEC") on August 25, 2005.

Item 3. Controls and Procedures

      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,
our officer 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, 2005.

                                        13
<PAGE>

PART II - OTHER INFORMATION

Item 6.  Exhibits

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.



                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                       MADISON AVENUE HOLDINGS, INC.
                                       (Registrant)


Date: November 9, 2005                 /s/ Alex Kam
                                       --------------------------------
                                       Alex Kam
                                       CEO









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