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, 2008





OR





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





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





Commission
      File Number 000-50655








Madison
      Avenue Holdings, Inc.


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


(Exact
      name of registrant as specified in its charter)





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








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


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


(Address
      of principal executive offices) (Zip Code)





(626)-5764333


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


(Registrant's
      telephone number, including area code)








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


(Former
      name, former address and former fiscal year,


if
      changed since last report)








Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 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 o




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




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




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No o





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 1934  subsequent
      to the distribution of securities under a plan confirmed by a court. Yes o No o





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 12, 2008.


2




**PART
      I - FINANCIAL INFORMATION**





**Item
      1.** **Financial
      Statements**




**MADISON
                  AVENUE HOLDINGS INC.****(A
                  Development Stage Company)****Balance
                  Sheets**
  **June
                     30,**
              
              **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
              
              $
              5,595
              
              $
              2,080Total
                  current liabilities
              
              
              5,595
              
              
              2,080Other
                  liabilities
              
              
              -
              
              
              -Total
                  liabilities
              
              
              5,595
              
              
              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
              
              
              55,552
              
              
              47,094Deficit
                  accumulated during the development stage
              
              
              (61,647
              )
              
              (49,674
              )Total
                  stockholders' equity (deficiency)
              
              
              (5,595
              )
              
              (2,080
              )Total
                  liabilities and stockholders' equity (deficiency)
              
              $
              -
              
              $
              -
  See
        notes
        to financial statements.


3


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




**Cumulative****During
                  the****Development****Stage****Three
                  Months**
              
              **Three
                  Months**
              
              **Six
                  Months**
              
              **Six
                  Months**
              
              **(February
                  27,****Ended**
              
              **Ended**
              
              **Ended**
              
              **Ended**
              
              **2004
                  to****June
                  30, 2008**
              
              **June
                  30, 2007**
              
              **June
                  30, 2008**
              
              **June
                  30, 2007**
              
              **June
                  30, 2008)**Revenues
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Expenses:General
                  and administrative
              
              
              2,439
              
              
              5,117
              
              
              11,973
              
              
              15,810
              
              
              61,647Total
                  expenses
              
              
              2,439
              
              
              5,117
              
              
              11,973
              
              
              15,810
              
              
              61,647Net
                  loss
              
              $
              (2,439
              )
              $
              (5,117
              )
              $
              (11,973
              )
              $
              (15,810
              )
              $
              (61,647
              )Net
                  loss per share, basic and diluted
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.03
              )Weighted
                  average number of commonshares
                  outstanding, basic and diluted
              
              
              500,000
              
              
              500,000
              
              
              500,000
              
              
              500,000




See
        notes
        to financial statements.




4


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


**Cumulative****During
                  the****Development****Stage****Six
                  Months**
              
              **Six
                  Months**
              
              **(February
                  27,****Ended**
              
              **Ended**
              
              **2004
                  to****June
                  30, 2008**
              
              **June
                  30, 2007**
              
              **June
                  30, 2008)**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (11,973
              )
              $
              (15,810
              )
              $
              (61,647
              )Changes
                  in operating assets and liabilities:Accounts
                  payable and accrued expenses
              
              
              3,515
              
              
              6,800
              
              
              5,595Net
                  cash used in operating activities
              
              
              (8,458
              )
              
              (9,010
              )
              
              (56,052
              )Cash
                  flows from investing activities
              
              
              -
              
              
              -
              
              
              -Cash
                  flows from financing activities:Proceeds
                  from sale of common stock
              
              
              -
              
              
              -
              
              
              500Capital
                  contributions
              
              
              8,458
              
              
              9,010
              
              
              55,552Net
                  cash provided by financing activities
              
              
              8,458
              
              
              9,010
              
              
              56,052Net
                  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.
  5
 **MADISON
          AVENUE HOLDINGS INC.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **For
          the Three and Six Months Ended June 30, 2008 and 2007**
 **and
          for the Period February 27, 2004 (Inception) to June 30,
          2008**
 **(Unaudited)**
 
 **NOTE
          1 - INTERIM FINANCIAL STATEMENTS**
 
 The
          unaudited financial statements as of June 30, 2008 and for the three and
          six
          months ended June 30, 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 June 30, 2008 and the results of operations and
          cash
          flows for the three and six months ended June 30, 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
          six month
          period ended June 30, 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.
 
 
 6
 **MADISON
          AVENUE HOLDINGS INC.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **For
          the Three and Six Months Ended June 30, 2008 and 2007**
 **and
          for the Period February 27, 2004 (Inception) to June 30,
          2008**
 **(Unaudited)**
 
 At
          June
          30, 2008, the Company had negative working capital and a stockholders’
deficiency of $5,595. For the period February 27, 2004 (inception) to June
          30,
          2008, the Company incurred a net loss of $61,647. 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 June 2008,
          the Second Stockholder, Third Stockholder and Fourth Stockholder made capital
          contributions to the Company of $33,857.
 
 
  7
 
 **MADISON
          AVENUE HOLDINGS INC.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **For
          the Three and Six Months Ended June 30, 2008 and 2007**
 **and
          for the Period February 27, 2004 (Inception) to June 30,
          2008**
 **(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, 2008, deferred tax assets consist of:
 
 Net
                    operating loss carryforward
                
                $
                20,960Less
                    valuation allowance
                
                
                (20,960
                )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 $20,960 attributable
          to the
          future utilization of the $61,647 net operating loss carryforward as of
          June 30,
          2008 will be realized. Accordingly, the Company has provided a 100% allowance
          against the deferred tax asset in the financial statements at June 30,
          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
          $11,973, 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.
  8


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





Search
      for a Target Company.





Madison
      Avenue Holdings, Inc. ("MAHI") will search for target companies as potential
      candidates for a business combination.





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





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





Management
      of MAHI





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





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





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.





9


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.





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.




10




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.





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.




11




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.





12




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.




13




**Item
      3.** **Quantitative
      and Qualitative Disclosures About Market Risk**





**Not
      applicable.**





**Item
      4. 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 June 30, 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.





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, 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
      1.** **Legal
      Proceedings**





Not
      applicable.





14





**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.





**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.





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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:
                August 13, 2008
            Alex
                Kam(Name)/s/
                Alex Kam---------------------------------(Signature)Chief
                Executive Officer




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