**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 March 31, 2008





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





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





Commission
      File Number 000-50655








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)








-----------------------------------------------------------------------


(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[_]











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
      March 31, 2008.





Transitional
      Small Business Disclosure Format (check one); Yes [_] No[X]










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 March 31, 2008 (Unaudited)and
                  December 31, 2007
              F-2Statements
                  of Operations for the three months endedMarch
                  31, 2008 and 2007 and for the periodFebruary
                  27, 2004 (date of inception) to March 31, 2008(Unaudited)
              F-3Statements
                  of Cash Flows for the three months endedMarch
                  31, 2008 and 2007 and for the periodFebruary
                  27, 2004 (date of inception) to March 31, 2008(Unaudited)
              F-4Notes
                  to Financial Statements (Unaudited)
              F-5
 
 F-1


**MADISON
                  AVENUE HOLDINGS INC.****(A
                  Development Stage Company)****Balance
                  Sheets****March
                  31,**
              
              **December
                  31,****2008**
              
              **2007****Assets**
              
              
              **(Unaudited)**Current
                  assets:Cash
                  and cash equivalents
              
              $
              -
              
              $
              -Total
                  current assets
              
              
              -
              
              
              -Other
                  assets
              
              
              -
              
              
              -Total
                  assets
              
              $
              -
              
              $
              -**Liabilities
                  and Stockholders' Equity (Deficiency)**Current
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              8,239
              
              $
              2,080Total
                  current liabilities
              
              
              8,239
              
              
              2,080Other
                  liabilities
              
              
              -
              
              
              -Total
                  liabilities
              
              
              8,239
              
              
              2,080Commitments
                  and contingenciesStockholders'
                  equity (deficiency):Common
                  stock, $.001 par value; 10,000,000 sharesauthorized,
                  500,000 shares issued and outstanding
              
              
              500
              
              
              500Additional
                  paid-in capital
              
              
              50,469
              
              
              47,094Deficit
                  accumulated during the development stage
              
              
              (59,208
              )
              
              (49,674
              )Total
                  stockholders' equity (deficiency)
              
              
              (8,239
              )
              
              (2,080
              )Total
                  liabilities and stockholders' equity (deficiency)
              
              $
              -
              
              $
              -See
                  notes to financial statements.
  F-2




**MADISON
                  AVENUE HOLDINGS INC.****(A
                  Development Stage Company)****Statements
                  of Operations****(Unaudited)****Cumulative****During
                  the****Development****Stage****Three
                  Months**
              
              **Three
                  Months**
              
              **(February
                  27,****Ended**
              
              **Ended**
              
              **2004
                  to****March
                  31, 2008**
              
              **March
                  31, 2007**
              
              **March
                  31, 2008)**Revenues
              
              $
              -
              
              $
              -
              
              $
              -Expenses:General
                  and administrative
              
              
              9,534
              
              
              10,693
              
              
              59,208Total
                  expenses
              
              
              9,534
              
              
              10,693
              
              
              59,208Net
                  loss
              
              $
              (9,534
              )
              $
              (10,693
              )
              $
              (59,208
              )Net
                  loss per share, basic and diluted
              
              $
              (0.02
              )
              $
              (0.02
              )Weighted
                  average number of commonshares
                  outstanding, basic and diluted
              
              
              500,000
              
              
              500,000See
                  notes to financial statements.




F-3


**MADISON
                  AVENUE HOLDINGS INC.****(A
                  Development Stage Company)****Statements
                  of Cash Flows****(Unaudited)****Cumulative****During
                  the****Development****Stage****Three
                  Months**
              
              **Three
                  Months**
              
              **(February
                  27,****Ended**
              
              **Ended**
              
              **2004
                  to****March
                  31, 2008**
              
              **March
                  31, 2007**
              
              **March
                  31, 2008)**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (9,534
              )
              $
              (10,693
              )
              $
              (59,208
              )Changes
                  in operating assets and liabilities:Accounts
                  payable and accrued expenses
              
              
              6,159
              
              
              6,802
              
              
              8,239Net
                  cash used in operating activities
              
              
              (3,375
              )
              
              (3,891
              )
              
              (50,969
              )Cash
                  flows from investing activities
              
              
              -
              
              
              -
              
              
              -Cash
                  flows from financing activities:Proceeds
                  from sale of common stock
              
              
              -
              
              
              -
              
              
              500Capital
                  contributions
              
              
              3,375
              
              
              3,891
              
              
              50,469Net
                  cash provided by financing activities
              
              
              3,375
              
              
              3,891
              
              
              50,969Net
                  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 Months Ended March 31, 2008 and 2007**
 **and
        for the Period February 27, 2004 (Inception) to March 31,
        2008**
 **(Unaudited)**
 
 **NOTE
        1 - INTERIM FINANCIAL STATEMENTS**
 
 The
        unaudited financial statements as of March 31, 2008 and for the three months
        ended March 31, 2008 and 2007 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 March 31, 2008 and the results of operations and cash flows for the
        three
        months ended March 31, 2008 and 2007. 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 March
        31,
        2008 are not necessarily indicative of the results to be expected for any
        subsequent quarter of the entire year ending December 31, 2008. The balance
        sheet at December 31, 2007 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, 2007 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.
 
 **NOTE
        3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 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.
 
 F-5
  **MADISON
        AVENUE HOLDINGS INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **For
        the Three Months Ended March 31, 2008 and 2007**
 **and
        for the Period February 27, 2004 (Inception) to March 31,
        2008**
 **(Unaudited)**
 
 At
        March
        31, 2008, the Company had negative working capital and a stockholders’
deficiency of $8,239. For the period February 27, 2004 (inception) to March
        31,
        2008, the Company incurred a net loss of $59,208. 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 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”). 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 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 March
        2008, the Second Stockholder, Third Stockholder and Fourth Stockholder made
        capital contributions to the Company of $28,774.
 
 F-6
  **MADISON
        AVENUE HOLDINGS INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **For
        the Three Months Ended March 31, 2008 and 2007**
 **and
        for the Period February 27, 2004 (Inception) to March 31,
        2008**
 **(Unaudited)**
 
 **NOTE
        5 - INCOME TAXES**
 
 No
        provision for income taxes has been recorded since the Company has incurred
        net
        losses since inception.
 
 At
        March
        31, 2008, deferred tax assets consist of:
 
 Net
                  operating loss carryforward
              
              $
              20,131Less
                  valuation allowance
              
              
              (20,131
              )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 $20,131 attributable to
        the
        future utilization of the $59,208 net operating loss carryforward as of March
        31, 2008 will be realized. Accordingly, the Company has provided a 100%
        allowance against the deferred tax asset in the financial statements at March
        31, 2008. 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 and 2028 in the amounts of $7,297, $12,450, $9,621,
        $20,306 and $9,534, 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.
  F-7




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 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.
 
 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.
 
 2
 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 sole director of MAHI, who are not 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.
 
 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.
 
 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.
 
 5
 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
 
 6
 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
 
 (a)
              Disclosure
                  Controls and Procedures.
 
 Mr.
        Alex
        Kam, our chief executive officer and Mr. Pan-Rong Liu, our chief financial
        officer, evaluated the effectiveness of the design and operation of our
        disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
        under the Exchange Act, as of the quarterly period ended March 31, 2008.
        Based
        on that evaluation, our officers concluded that our disclosure controls and
        procedures were effective and adequately designed to ensure that the information
        required to be disclosed by us in the reports we submit under the Exchange
        Act
        is recorded, processed, summarized and reported within the time periods
        specified in the applicable rules and forms and that such information was
        accumulated and communicated to our chief executive officer and chief financial
        officer, in a manner that allowed for timely decisions regarding required
        disclosure.
 
 (b)
              Changes
                  in Internal Control over Financial
                  Reporting
 
 During
        the three months ended March 31, 2008, 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
        6.
        Exhibits
  EXHIBITNUMBER
                DESCRIPTION31.1
                Certification
                    pursuant to Exchange Act Rules 13a-15(e) and15d-15(e),
                    as adopted pursuant to Section 302 of the
                    Sarbanes-OxleyAct
                    of 2002;31.2
                Certification
                    pursuant to Exchange Act Rules 13a-15(e) and15d-15(e),
                    as adopted pursuant to Section 302 of the
                    Sarbanes-OxleyAct
                    of 2002;32.1
                Certification
                    pursuant to 18 U.S.C. 1350.
  7
  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:
        May
        14, 2008
 Alex
        Kam
 (Name)
  /s/
        Alex
        Kam
 (Signature)
 Chief
        Executive Officer and President
 (principal
        executive officer)
  8