Form 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended March 31, 2004

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

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

Commission File Number 000-29957


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

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


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

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



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

Yes [X]  No [_]

<PAGE>

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

Yes [_]  No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: there were 500,000 shares
outstanding as of May 21, 2004.


PART I - FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                       -:-

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2004

<PAGE>

                                    CONTENTS


                                                                           Page

Balance Sheet
  March 31, 2004...........................................................F - 1

Statement of Operations for the
  Period February 27, 2004 (inception) to March 31, 2004...................F - 2

Statement of Stockholders' Equity for the
  Period February 27, 2004 (inception) to March 31, 2004...................F - 3

Statement of Cash Flows for the
  Period February 27, 2004 (inception) to March 31, 2004...................F - 4

Notes to Financial Statements..............................................F - 5

<PAGE>

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




                                                         March 31,
                                                           2004
                                                     ----------------

Assets:
    Cash and cash equivalents                           $  500
                                                     ----------------

       Total Assets                                       $500
                                                     ================

Liabilities - Accounts Payable                          $   --
                                                     ----------------

Stockholder's Equity:
  Common Stock, Par value $.001
    Authorized 10,000,000 shares,
    Issued 500,000 shares at March 31, 2004                 500
  Additional Paid-In Capital                              3,951
  Deficit Accumulated During the
    Development Stage                                    (3,951)
                                                     ----------------

     Total Stockholder's Equity                            500
                                                     ----------------

     Total Liabilities and
       Stockholder's Equity                             $  500
                                                     ================


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

                                     F - 1
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                       STATEMENT OF OPERATIONS - UNAUDITED
         FOR THE PERIOD FEBRUARY 27, 2004 (INCEPTION) TO MARCH 31, 2004


                                         Cumulative
                                         During the
                                      Development Stage -
                                      February 27, 2004
                                       (Inception) to
                                       March 31, 2004
                                     --------------------
Revenues:                                 $    --

General and administrative expense          3,951
                                     --------------------

     Net Loss                             $(3,951)
                                     --------------------

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


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

                                      F - 2
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                  STATEMENT OF STOCKHOLDERS' EQUITY - UNAUDITED
          FOR THE PERIOD FEBRUARY 27, 2004 (INCEPTION) TO MARCH 31,2004


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

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

Net Loss                              --           --           --       (3,951)
                              ----------   ----------   ----------   ----------

Balance at March 31, 2004        500,000   $      500   $    3,951   $   (3,951)
                              ==========   ==========   ==========   ==========


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

                                     F - 3
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                       STATEMENT OF CASH FLOWS- UNAUDITED
         FOR THE PERIOD FEBRUARY 27, 2004 (INCEPTION ) TO MARCH 31, 2004

                                       Cumulative
                                       During the
                                      Development
                                        Stage -
                                      February 27,
                                          2004
                                     (Inception) to
                                     March 31, 2004
                                     --------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss                             $       (3,951)
                                     --------------
  Net Cash Used in operating                 (3,951)
activities
                                     --------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing                   --
activities
                                     --------------

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

Net (Decrease) Increase in
  Cash and Cash Equivalents                     500
  Cash and Cash Equivalents
  at Beginning of Period                         --
                                     --------------
Cash and Cash Equivalents
  at End of Period                   $          500
                                     --------------

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


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

                                      F-4
<PAGE>

                          MADISON AVENUE HOLDINGS INC.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED
                                 MARCH 31, 2004


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Organization and Basis of Presentation

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

Nature of Business

      The Company has no products or services as of March 31, 2004. The Company
was organized as a vehicle to seek merger or acquisition candidates. The Company
intends to acquire interests in various business opportunities, which in the
opinion of management will provide a profit to the Company. A business
combination involving the issuance of the common stock of the Company will, in
all likelihood, result in stockholders of a target company obtaining a
controlling interest in the Company. As a condition of the business combination
agreement, current stockholders of the Company may agree to sell, transfer or
retire all or a portion of its common stock of the Company to provide the target
company with all or majority control. The resulting change in control of the
Company will likely result in removal of the present officer and director of the
Company and a corresponding reduction in or elimination of his participation in
the future affairs of the Company. If there is a change in management, no
assurance can be given as to the experience or qualifications of such persons
either in the operation of the Company's activities or in the operation of the
business, assets or property being acquired. New management may be unsuccessful
in managing the Company after the business combination.

Interim Financial Statements

      The Company has not yet adopted a fiscal year. The financial statements as
of March 31, 2004 and for the period February 27, 2004 (inception) to March 31,
2004 reflect, in the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to fairly state the financial position
and results of operations and cash flows for such period. Operating results for
interim periods are not necessarily indicative of the results which can be
expected for full years.

                                     F - 5
<PAGE>

                         MADISON AVENUE HOLDINGS INC.
                         (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS - UNAUDITED
                                MARCH 31, 2004
                                  (Continued)

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

Cash and Cash Equivalents

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

Pervasiveness of Estimates

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

Loss per Share

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

CONCENTRATION OF CREDIT RISK

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


NOTE 2 - INCOME TAXES

      As of March 31, 2004, the Company had a net operating loss carryforward
for income tax reporting purposes of $3,951 that may be offset against future
taxable income through 2024. Current tax laws limit the amount of loss available
to be offset against future taxable income when a substantial change in
ownership occurs. Therefore, the amount available to offset future taxable
income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

                                     F - 6
<PAGE>

                         MADISON AVENUE HOLDINGS INC.
                         (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS - UNAUDITED
                                MARCH 31, 2004
                                  (Continued)


NOTE 3 - DEVELOPMENT STAGE COMPANY

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


NOTE 4 - COMMITMENTS

      As of March 31, 2004 all activities of the Company have been conducted by
the one corporate officer from either his home or his business office. This
officer has agreed to continue this arrangement until the Company completes a
business combination.

                                     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.

Management of MAHI

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

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

General Business Plan


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

                                       1
<PAGE>

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

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

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

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

      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.

                                       2
<PAGE>

Terms of a Business Combination

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

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

      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.

                                       3
<PAGE>

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.

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

                                       4
<PAGE>

combined extremely limited financial resources and limited management
availability, MAHI will continue to be at a significant competitive disadvantage
compared to MAHI's competitors.

Item 3. Controls and Procedures

      On May 13, 2004, an evaluation was performed under the supervision and
with the participation of our sole officer for the effectiveness of the design
and operation of our disclosure controls and procedures. Based on that
evaluation, he concluded that our disclosure controls and procedures were
effective in ensuring that material information relating to us with respect to
the period covered by this report was reported.

      There have been no other significant changes in MAHI's internal controls
or in other factors that could significantly affect internal controls subsequent
to March 31, 2004.

Item 6. Exhibits and Reports on Form 8-K

EXHIBIT NUMBER                DESCRIPTION
--------------                -----------

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

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

(b) The Company did not file any reports on Form 8-K for the quarter ended March
31, 2004.


                                   SIGNATURES

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


MADISON AVENUE HOLDINGS, INC.
--------------------------------------
(Registrant)

Date: May 21, 2004                      Cesar  Villavicencio
      ------------------                --------------------------------
                                              (Name)

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

                                        5