UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q





(Mark
One)





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





For the
quarterly period ended June 30, 2009





OR





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





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





Commission
File Number 000-50655





Madison
Avenue Holdings, Inc.








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





428 South
Atlantic Blvd., Suite 328, Monterey Park, CA 91754








(626)-5764333










if
changed since last report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes x   No ̈





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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer
                       ̈
                      Accelerated filer                  
      oNon-accelerated
      filer
                       ̈  (Do
      not check if a smaller reporting company)
                      Smaller reporting company
      x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes x   Noo





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





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





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date: there were 500,000 shares outstanding as of
August 10, 2009.





PART
I - FINANCIAL INFORMATION





Item
1.     Financial Statements





MADISON
AVENUE HOLDINGS INC.


(A
Development Stage Company)


Index
to Financial Statements





PageFinancial
      Statements:Balance
      Sheets as of June 30, 2009 (Unaudited) and December 31,
    2008
                        F-2Statements
      of Operations for the three and six months ended June 30, 2009 and 2008
      and for the period February 27, 2004 (date of inception) to June 30, 2009
      (Unaudited)
                        F-3Statements
      of Cash Flows for the six months ended June 30, 2009 and 2008 and for the
      period February 27, 2004 (date of inception) to June 30, 2009
      (Unaudited)
                        F-4Notes
      to Financial Statements (Unaudited)
                        F-5


F-1


MADISON
AVENUE HOLDINGS INC.


(A
Development Stage Company)


Balance
Sheets





June
      30,
                          
                          
                          December 31,2009
                          
                          
                          2008(Unaudited)AssetsCurrent
      assets:Cash
      and cash equivalents
                          
                          $
                          -
                          
                          
                          $
                          -Total
      current assets
                          
                          
                          -
                          
                          
                          
                          -Other
      assets
                          
                          
                          -
                          
                          
                          
                          -Total
      assets
                          
                          $
                          -
                          
                          
                          $
                          -Liabilities and Stockholders' Equity
      (Deficiency)Current
      liabilities:Accounts
      payable and accrued expenses
                          
                          $
                          1,788
                          
                          
                          $
                          1,455Total
      current liabilities
                          
                          
                          1,788
                          
                          
                          
                          1,455Other
      liabilities
                          
                          
                          -
                          
                          
                          
                          -Total
      liabilities
                          
                          
                          1,788
                          
                          
                          
                          1,455Commitments
      and contingenciesStockholders'
      equity (deficiency):Common
      stock, $.001 par value; 10,000,000 shares authorized, 500,000 shares
      issued and outstanding
                          
                          
                          500
                          
                          
                          
                          500Additional
      paid-in capital
                          
                          
                          72,649
                          
                          
                          
                          64,458Deficit
      accumulated during the development stage
                          
                          
                          (74,937
                          )
                          
                          
                          (66,413
                          )Total
      stockholders' equity (deficiency)
                          
                          
                          (1,788
                          )
                          
                          
                          (1,455
                          )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)





CumulativeDuring theDevelopmentStageThree Months
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              Three Months
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              Six
      Months
                                                                                                                                              
                                                                                                                                              Six
      Months
                                                                                                                                              
                                                                                                                                              (February 27,Ended
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              Ended
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              Ended
                                                                                                                                              
                                                                                                                                              Ended
                                                                                                                                              
                                                                                                                                              2004 toJune 30, 2009
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              June 30, 2008
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              June 30, 2009
                                                                                                                                              
                                                                                                                                              June 30, 2008
                                                                                                                                              
                                                                                                                                              June 30, 2009)Revenues
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -Expenses:General
      and administrative
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              3,335
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              2,439
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              8,524
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              11,973
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              74,937Total
      expenses
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              3,335
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              2,439
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              8,524
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              11,973
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              74,937Net
      loss
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              (3,335
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              (2,439
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              (8,524
                                                                                                                                              )
                                                                                                                                              $
                                                                                                                                              (11,973
                                                                                                                                              )
                                                                                                                                              $
                                                                                                                                              (74,937
                                                                                                                                              )Net
      loss per share, basic and diluted
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              (0.01
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              (0.00
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              (0.02
                                                                                                                                              )
                                                                                                                                              $
                                                                                                                                              (0.02
                                                                                                                                              )Weighted
      average number of common shares outstanding, basic and
    diluted
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              500,000
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              500,000
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              500,000
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              500,000






See notes
to financial statements.


F-3





MADISON AVENUE HOLDINGS INC.


(A
Development Stage Company)


Statements
of Cash Flows


(Unaudited)





CumulativeDuring theDevelopmentStageSix Months
                  
                  
                  Six Months
                  
                  
                  (February 27,Ended
                  
                  
                  Ended
                  
                  
                  2004 toJune 30, 2009
                  
                  
                  June 30, 2008
                  
                  
                  June 30, 2009)Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (8,524
                  )
                  
                  $
                  (11,973
                  )
                  
                  $
                  (74,937
                  )Changes
      in operating assets and liabilities:Accounts
      payable and accrued expenses
                  
                  
                  333
                  
                  
                  
                  3,515
                  
                  
                  
                  1,788Net
      cash used in operating activities
                  
                  
                  (8,191
                  )
                  
                  
                  (8,458
                  )
                  
                  
                  (73,149
                  )Cash
      flows from investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      flows from financing activities:Proceeds
      from sale of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500Capital
      contributions
                  
                  
                  8,191
                  
                  
                  
                  8,458
                  
                  
                  
                  72,649Net
      cash provided by  financing activities
                  
                  
                  8,191
                  
                  
                  
                  8,458
                  
                  
                  
                  73,149Net
      increase (decrease) in cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      and cash equivalents, beginning of period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      and cash equivalents, end of period
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental
      disclosures of cash flow information:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -





See notes
to financial statements.


F-4


MADISON
AVENUE HOLDINGS INC.


(A
Development Stage Company)


Notes
to Financial Statements


For
the Three and Six Months Ended June 30, 2009 and 2008


and
for the Period February 27, 2004 (Inception) to June 30, 2009


(Unaudited)





NOTE
1 – INTERIM FINANCIAL STATEMENTS





The
unaudited financial statements as of June 30, 2009 and for the three and six
months ended June 30, 2009 and 2008 and for the period from February 27, 2004
(inception) to June 30, 2009 have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and with instructions to Form 10-Q.  In the opinion of
management, the unaudited financial statements have been prepared on the same
basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
financial position as of June 30, 2009 and the results of operations and cash
flows for the three and six months ended June 30, 2009 and 2008 and for the
period from February 27, 2004 (inception) to June 30, 2009.  The
financial data and other information disclosed in these notes to the interim
financial statements related to these periods are unaudited.  The
results for the six month period ended June 30, 2009 are not necessarily
indicative of the results to be expected for any subsequent quarter of the
entire year ending December 31, 2009.  The balance sheet at December
31, 2008 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, 2008 as included in
our Annual Report on Form 10-K.





The
Company has evaluated subsequent events through the filing date of this Form
10-Q, and has determined that there were no subsequent events to recognize or
disclose in these financial statements.





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 and Six Months Ended June 30, 2009 and 2008


and
for the Period February 27, 2004 (Inception) to June 30, 2009


(Unaudited)





NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued





At June
30, 2009, the Company had negative working capital and a stockholders’
deficiency of $1,788.  For the period February 27, 2004 (inception) to
June 30, 2009, the Company incurred a net loss of $74,937.  These
factors raise substantial doubt 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
June 2009, the Second Stockholder, Third Stockholder and Fourth Stockholder made
capital contributions to the Company of $50,954.


F-6


MADISON
AVENUE HOLDINGS INC.


(A
Development Stage Company)


Notes
to Financial Statements


For
the Three and Six Months Ended June 30, 2009 and 2008


and
for the Period February 27, 2004 (Inception) to June 30, 2009


(Unaudited)





NOTE
5 – INCOME TAXES





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





At June
30, 2009, deferred tax assets consist of:





Net
      operating loss carryforward
                  
                  $
                  25,479Less
      valuation allowance
                  
                  
                  (25,479
                  )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 $25,479 attributable to the
future utilization of the $74,937 net operating loss carryforward as of June 30,
2009 will be realized.  Accordingly, the Company has provided a 100%
allowance against the deferred tax asset in the financial statements at June 30,
2009.  The Company will continue to review this valuation allowance
and make adjustments as appropriate.  The net operating loss
carryforward expires in years 2024, 2025, 2026, 2027, 2028 and 2029 in the
amounts of $7,297, $12,450, $9,621, $20,306, $16,739 and $8,524,
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.
            Management’s
      Discussion and Analysis of


Financial Condition and Results of
Operations





Search
for a Target Company.





Madison
Avenue Holdings, Inc. ("MAHI") will search for target companies as


potential
candidates for a business combination.





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





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





Management
of MAHI





MAHI
has no full time employees. There are two officers - Alex Kam and Pan-Rong Liu.
Mr. Kam is the Chief Executive Officer and a director. Mr. Liu is the Chief
Financial Officer. Mr. Kam acquired 95% of the outstanding stock of MAHI (the
"Shares") pursuant to a Stock Purchase Agreement dated as of July 8, 2005. The
purchase price for the Shares was $120,000 paid in cash. The source of funds was
personal funds. The Stock Purchase Agreement was closed on August 16,
2005.





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





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





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


2


General
Business Plan





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


from
another.





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





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


development,
all of which will make the task of comparative investigation and


analysis
of such business opportunities difficult and complex.





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


3


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





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





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





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





Terms of
a Business Combination





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


4


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





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





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





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


of MAHI
at such time.





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





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





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





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.


6


Off-Balance
Sheet Arrangements





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





Going
Concern





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





Item
3.    Quantitative and Qualitative Disclosures About Market
Risk





Not
applicable.





Item
4.     Controls and Procedures





(a)           Disclosure
Controls and Procedures.





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


7


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





(b)      Changes
in Internal Control over Financial Reporting





During
the six months ended June 30, 2009, there has been no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.





PART
II - OTHER INFORMATION





Item
1. Legal Proceedings





Not
applicable.





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





Not
applicable.





Item
3. Defaults Upon Senior Securities





Not
applicable.





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





Not
applicable.





Item
5. Other Information





Not
applicable.


8


Item
6.     Exhibits





EXHIBITNUMBER
                
                DESCRIPTION31.1
                
                Certification
      pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002;31.2
                
                Certification
      pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002;32.1
                
                Certification
      pursuant to 18 U.S.C.
1350.


9


SIGNATURES





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





MADISON AVENUE HOLDINGS,
    INC.(Registrant)Date:
      August 14, 2009
              Alex
      Kam(Name)/s/ Alex Kam(Signature)Chief
      Executive Officer


10