UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_______________




FORM
10-Q


_______________




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






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





For the transition period from
______to______.




MD
HOLDINGS, CORP.


(Exact
name of registrant as specified in Charter




NEVADA
            
            333-149013(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (Commission
      File No.)
            
            (IRS
      Employee Identification No.)





135
Carolstowne Road


Reisterstown,
Maryland 21136


(Address
of Principal Executive Offices)


_______________




(410) 526-6155


(Issuer
Telephone number)


_______________








(Former
Name or Former Address if Changed Since Last Report)




Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer 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 filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):





Large
      Accelerated Filer o
            Accelerated
      Filer o
            Non-Accelerated
      Filer o
            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 o No x





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of as of August 8, 2008:  414,343,350 shares of common stock.

















MD
Holdings, Corp.





FORM
10-Q




June
30, 2008




INDEX




PART
I-- FINANCIAL INFORMATION




Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
            Control
      and Procedures




PART
II-- OTHER INFORMATION




Item
      1
            Legal
      ProceedingsItem
      1A
            Risk
      FactorsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
      and Reports on Form 8-K




SIGNATURE













Item
1. Financial Information




MD
Holdings, Corp. and Subsidiary
 
 
 
 CONTENTS
 
 
 PAGE
              1
              CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2008 (UNAUDITED) AND DECEMBER
      31, 2007.PAGE
              2
              CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
      JUNE 30, 2008 AND 2007 (UNAUDITED).PAGE
              3
              CONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE SIX
      MONTHS ENDED JUNE 30, 2008 (UNAUDITED).PAGE
              4
              CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30,
      2008 AND 2007 (UNAUDITED).PAGES
              5 -
      10
              NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (UNAUDITED).
   
  MD Holdings, Corp. and SubsidiaryCondensed
      Consolidated Balance SheetsASSETSJune
      30,
                  2008
                
                
                December
      31,
                  2007(Unaudited)Current
      AssetsCash
                
                $
                3,411
                
                
                $
                3,144Total
      Assets
                
                $
                3,411
                
                
                $
                3,144LIABILITIES AND
      STOCKHOLDERS' DEFICIENCYCurrent
      LiabilitiesAccounts
      payable
                
                $
                13,910
                
                
                $
                6,484Payroll
      liabilities
                
                
                497
                
                
                
                40Stockholder
      loans
                
                
                15,000
                
                
                
                850Total
      Current Liabilities
                
                
                29,407
                
                
                
                7,374Commitments
      and Contingencies
                
                
                -
                
                
                
                -Stockholders'
      DeficiencyPreferred
      stock,  $0.001 par value; 10,000,000 shares
      authorized,No
      shares issued and outstanding
                
                
                -
                
                
                
                -Common
      stock,  $0.001 par value; 500,000,000 shares
      authorized,414,343,350
      and 27,517,250 shares issued and outstanding, respectively
                
                
                414,344
                
                
                
                27,517Additional
      paid-in capital
                
                
                48,578
                
                
                
                3,428Subscription
      receivable
                
                
                -
                
                
                
                (100
                )Accumulated
      Deficit
                
                
                (488,918
                )
                
                
                (35,075
                )Total
      Stockholders' Deficiency
                
                
                (25,996
                )
                
                
                (4,230
                )Total
      Liabilities and Stockholders' Deficiency
                
                $
                3,411
                
                
                $
                3,144
  See notes
to accompanying unauditedcondensed consolidated financial statements
 1
  MD
      Holdings, Corp. and SubsidiaryCondensed
      Consolidated Statements of Operations(Unaudited)For
      the Three Months Ended
                  June
      30,
                
                
                For
      the Six Months Ended
                  June
      30,2008
                
                
                2007
                
                
                2008
                
                
                2007Revenue
                
                $
                4,381
                
                
                $
                6,145
                
                
                $
                6,302
                
                
                $
                19,519Operating
      ExpensesGeneral
      and Administrative
                
                
                2,664
                
                
                
                4,694
                
                
                
                8,379
                
                
                
                13,117Compensation
                
                
                3,249
                
                
                
                5,000
                
                
                
                3,249
                
                
                
                5,000Health
      Insurance
                
                
                -
                
                
                
                1,929
                
                
                
                -
                
                
                
                -Marketing
      and Advertising
                
                
                20
                
                
                
                6,460
                
                
                
                800
                
                
                
                8,230Professional
      Fees
                
                
                3,120
                
                
                
                250
                
                
                
                57,996
                
                
                
                1,625Rent
                
                
                1,500
                
                
                
                1,500
                
                
                
                3,000
                
                
                
                -Total
      Operating Expenses
                
                
                10,553
                
                
                
                19,833
                
                
                
                73,424
                
                
                
                27,972Loss
      from Operations
                
                
                (6,172
                )
                
                
                (13,688
                )
                
                
                (67,122
                )
                
                
                (8,453
                )Provision
      for Income  Taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Loss
                
                $
                (6,172
                )
                
                $
                (13,688
                )
                
                $
                (67,122
                )
                
                $
                (8,453
                )Net
      Loss Per Share  - Basic and Diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      average number of shares outstandingduring
      the period - Basic and Diluted
                
                
                414,343,350
                
                
                
                412,725,000
                
                
                
                414,297,054
                
                
                
                412,725,000
  See notes to accompanying
unaudited condensed consolidated financial statements
  2
  MD
      Holdings, Corp. and SubsidiaryCondensed
      Consolidated Statement of Changes Stockholders' Deficiency(Unaudited)TotalPreferred
      stock
                
                
                Common
      stock
                
                
                Additional
                
                
                
                
                
                
                
                
                Stockholder'spaid-in
                
                
                Accumulated
                
                
                Subscription
                
                
                EquityShares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                
                capital
                
                
                Deficit
                
                
                Receivable
                
                
                (Deficiciency)Balance,
      December 31, 2007
                
                
                -
                
                
                $
                -
                
                
                
                27,517,250
                
                
                $
                27,517
                
                
                $
                3,428
                
                
                $
                (35,075
                )
                
                $
                (100
                )
                
                $
                (4,230
                )In
      kind contribution
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                3,000
                
                
                
                -
                
                
                
                -
                
                
                
                3,000Cash
      received for subscription agreement
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                100
                
                
                
                100Common
      stock issued for cash
                
                
                -
                
                
                
                -
                
                
                
                5,640
                
                
                
                6
                
                
                
                2,250
                
                
                
                -
                
                
                
                -
                
                
                
                2,256Common
      stock issued for services
                
                
                -
                
                
                
                -
                
                
                
                100,000
                
                
                
                100
                
                
                
                39,900
                
                
                
                -
                
                
                
                -
                
                
                
                40,000Shares
      issued in connection with stock dividend
                
                
                -
                
                
                
                -
                
                
                
                386,720,460
                
                
                
                386,721
                
                
                
                -
                
                
                
                (386,721
                )
                
                
                -
                
                
                
                -Net
      loss for six months ended June 30, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (67,122
                )
                
                
                -
                
                
                
                (67,122
                )Balance,
      for the six months ended June 30, 2008
                
                
                -
                
                
                $
                -
                
                
                
                414,343,350
                
                
                $
                414,344
                
                
                $
                48,578
                
                
                $
                (488,918
                )
                
                $
                -
                
                
                $
                (25,996
                )
  See notes to accompanying
unaudited condensed consolidated financial statements
  3
  MD
      Holdings, Corp. and SubsidiaryCondensed
      Consolidated Statements of Cash Flows(Unaudited)For
      the Six Months Ended June 30,2008
                
                
                2007Cash
      Flows From Operating Activities:Net
      Loss
                
                $
                (67,122
                )
                
                $
                (8,453
                )Adjustments
      to reconcile net loss to net cash provided by (used in)
      operationsIn-kind
      contribution
                
                
                3,000
                
                
                
                3,000Stock
      issued for services
                
                
                40,000
                
                
                
                -Changes
      in operating assets and liabilities:Increase
      accounts payable
                
                
                7,426
                
                
                
                5,080Decrease
      in payroll liabilities
                
                
                457
                
                
                
                (8,978
                )(Increase)
      decrease in accounts receivable
                
                
                -
                
                
                
                3,387Net
      Cash Provided By (Used In) Operating Activities
                
                
                (16,239
                )
                
                
                (5,964
                )Cash
      Flows From Financing Activities:Proceeds
      from stockholder loans
                
                
                1,300
                
                
                
                5,900Repayment
      of stockholder loans
                
                
                (2,150
                )
                
                
                (3,800
                )Proceeds
      from issuance of stock, net of subscriptions receivable
                
                
                2,356
                
                
                
                -Proceeds
      from related party - Note Payable
                
                
                15,000
                
                
                
                -Net
      Cash Provided by Financing Activities
                
                
                16,506
                
                
                
                2,100Net
      Increase (Decrease) in Cash
                
                
                267
                
                
                
                (3,864
                )Cash
      at Beginning of Year
                
                
                3,144
                
                
                
                7,502Cash
      at End of Year
                
                $
                3,411
                
                
                $
                3,638Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                
                $
                -
                
                
                $
                -Cash
      paid for taxes
                
                $
                -
                
                
                $
                -Supplemental
      disclosure of non-cash investing and financing
      activities:Stock
      dividend
                
                $
                386,721
                
                
                $
                -
  See notes to accompanying
unaudited condensed consolidated financial statements
  4
   MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
  NOTE 1 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND ORGANIZATION
 
 (A) Basis of
Presentation
 
 The
accompanying unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the Securities and Exchange Commission
for interim financial information. Accordingly, they do not include all the
information necessary for a comprehensive presentation of financial position and
results if operations.
 
 It is
management’s opinion however, that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.
 
 (B)
Organization
 
 MD
Mortgage Corporation (“MDC”) was incorporated under the laws of the State of
Maryland on July 15, 1999.
 
 MD
Holdings, Corp. (“MDH”) was incorporated under the laws of the State of Nevada
on December 13, 2006.
 
 MDC and
MDH were organized to own, operate and manage a mortgage brokerage
business.  During 2008 and 2007, the principle operations were in the
State of Maryland.  MDC and MDH are hereafter referred to as “(the
Company)”.
 
 On
January 15, 2007, the Company entered into a Stock Purchase and Share Exchange
agreement (“The Agreement”) with MDC. MDH issued 27,515,000 shares of common
stock to the shareholders of MDC.  The Company has accounted for the
transaction as a combination of entities under common control and accordingly,
recorded the merger at historical cost.  All share and per share
amounts have been retroactively restated.
 
 (C) Principles of
Consolidation
  The
condensed consolidated unaudited financial statements include the accounts of
MDH and its wholly-owned subsidiary. All significant inter-company accounts and
transactions have been eliminated in consolidation.
  (D) Use of
Estimates
 
 In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates.
   5
  MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
 (E) Cash and Cash
Equivalents
 
 For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.
 
 (F) Income
Taxes
 
 The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting
for Income Taxes” (“SFAS 109”).  Under SFAS 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  Under
SFAS 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date.
 
 (G) Business
Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
 
 (H) Loss Per
Share
 
 Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings per Share.”  As of June 30, 2008 and 2007, there were no
common share equivalents outstanding.
 (I) Fair Value of Financial
Instruments
 
 The
carrying amounts reported in the balance sheet for accounts payable and
stockholder loans approximate fair value based on the short-term maturity
of these instruments.
 
 (J) Revenue
Recognition
 
 The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” and No. 104, “Revenue Recognition”.  In all
cases, revenue is recognized only when the price is fixed or determinable,
persuasive evidence of an arrangement exists, the service is performed and
collectability is reasonably assured.
    6
  MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
 (K) Advertising and
Promotional Expense
 
 Advertising and
other product-related costs are charged to expense as incurred. Advertising
expense for the six months June 30, 2008 and 2007 was $800 and $8,230,
respectively.
 
 (L) Recent Accounting
Pronouncements
  In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS161). This statement is intended
to improve transparency in financial reporting by requiring enhanced disclosures
of an entity’s derivative instruments and hedging activities and their effects
on the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject toSFAS161 must provide more robust
qualitative disclosures and expanded quantitative disclosures.SFAS161 is effective prospectively for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial
position.
   7
  MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 
 NOTE 2 STOCKHOLDER
LOAN
 
 During
January through June of 2008, the President of the Company loaned the Company
$1,300 for operating expenses, and the Company repaid the President $2,150 of
loans.   As June 30, 2008 the loan balance has been repaid in
full.
 
 During
March 2008, two shareholders of the Company each loaned the Company
$7,500.  The loans carry no stated interest, are unsecured, and due on
demand.
 
 NOTE 3 STOCKHOLDERS’
DEFICIENCY
 
 (A) Common Stock Issued for
Cash
 
 During
January 2008, the Company completed a Regulation D Rule 506 offering in which we
sold 5,640 pre-forward split shares of Common Stock to 31 investors, at a
pre-forward split price per share of $0.40.   We raised a total of
$2,256.  Mr. Davis, as the sole officer and director and majority
shareholder of the Company, arbitrarily determined the $0.40 offering price and
it was not based on the aggregate value of the company. The aggregate value is
difficult to value at this time.
 
 (B) Subscription
Receivable
 
 During November 2007, the Company sold
an aggregate of 250 shares of common stock in exchange for subscriptions
receivable totaling $100. During the month of February 2008, the Company
collected the $100.
 
 (C) Stock Issued for
Services
 
 On
January 5, 2008, the Company issued 100,000 shares of common stock for legal
services having a fair value of $40,000 based upon recent cash
offering.
   8
  MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
 (D) In-kind
contribution
 
 For the
six months ended June 30, 2008, the president of the Company contributed office
space with a fair value of $3,000 (See Note 4).
 
 (E) Amended to the Articles
of Incorporation
 
 On
January 28, 2008, the Company amended its Articles of Incorporation to provide
for an increase in its authorized share capital. The authorized capital stock
increased to10,000,000 preferred shares at a par value of $0.001 and 500,000,000
common shares at a par value of $0.001 per share.
  (F) Stock Split Effected in
the Form of a Stock Dividend
 
 On
January 30, 2008, the Company's Board of Directors declared a fifteen-for-one
stock split to be effected in the form of a stock dividend.  The stock
split was distributed on January 30, 2008 to shareholders of record as of
January 30, 2008.  All basic and diluted loss per share, and average
shares outstanding information have been adjusted to reflect the aforementioned
stock dividend.
 
 NOTE 4 RELATED PARTY
TRANSACTIONS
 
 For the
six months ended June 30, 2008, the president of the Company contributed office
space with a fair value of $3,000 (See Note 3(D).
 
 At June
30, 2008, the Company received $1,300 and repaid $2,150 of stockholder
loans by the president of the Company for working capital loans.  As
of June 30, 2008, the loans were paid in full (See Note 2).
 
 During
March 2008, two shareholders of the Company each loaned the Company
$7,500.  The loans carry no stated interest, are unsecured, and due on
demand.
 
 NOTE 5 GOING
CONCERN
 
 As
reflected in the accompanying unaudited consolidated financial statements, the
Company has a working capital and stockholders deficiency of $25,996, an
accumulated deficit from inception of $488,918 and negative cash flows from
operations of $16,239  during the six months ended June 30,
2008.  This raises substantial doubt about its ability to continue as
a going concern.  The ability of the Company to continue as a going
concern is dependent on the Company’s ability to raise additional capital and
implement its business plan.  The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.
 
 Management
believes that actions presently being taken to obtain additional loans, equity
funding, and to implement its strategic plans provide the opportunity for the
Company to continue as a going concern.
 
 9






ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.





Plan of
Operation





We are a
provider of traditional mortgage services and we derive our revenues from the
brokering of mortgage loans. We are currently licensed as a mortgage broker in
Maryland, Georgia and Virginia. We charge a fixed processing fee, an origination
fee, and sometimes a broker fee. We recognize revenues when the loan is closed,
at which time we are paid by the lender. We generate revenue by charging a fixed
processing fee, an origination fee, and sometimes a broker fee.





We had
generated revenues in the fiscal year 2006 of $109,884. However, since 2006, our
revenues have declined to $29,482 for the fiscal year ended December 31, 2007,
$1,921 for the quarter ended March 31, 2008 and $4,381 for the quarter ended
June 30, 2008.  Our revenues have declined since 2006 due to the
recent upheaval in the real estate market in our area and the increased
difficulty with which our customers are able to obtain mortgages, which in turn
has led to less home purchases and less revenues.  Additionally, we
suffered significant losses of $7,697 for the fiscal year ended December 31,
2006 and losses of $23,966 in fiscal year 2007, $60,950 in the quarter ended
March 31, 2008 and our net loss for the quarter ended June 30, 2008 was
$6,172.  These losses resulted from the market condition and lack of
operating capital despite our substantial cuts in
expenses.  Additionally, our losses in 2006 and 2007 were due to
Marshall Davis, our sole officer and director and majority shareholder, taking a
salary.  In our most recent quarter ended June 30, 2008, our increase
net less of $6,172 was largely attributable to increased expenses of $10,553
which was the result of professional expenses that we incurred of $3,120 that
was due to professional fees, $2,664 for general and administrative fees, $3,249
for compensation, $20 for marketing and advertising and $1,500 for
rent.  In January 2008, we completed a Regulation D Rule 506 offering
in which we sold 118,350 post-split shares of Common Stock to 31 investors, at a
post-split price per share of $0.0267.  We raised a total of $3,156.
Otherwise, we are unable to secure any funding from sources other than Mr.
Davis. Our auditors have raised substantial doubt as to our ability to continue
as a “going concern” and if we are not successful in obtaining additional
capital and implementing our business plan we will not be able to operate and
have to cease our business. Prior to the slowdown of the real estate market in
Maryland at the end of 2007 and into 2008, our business similarly suffered from
losses and low revenues.  Our losses were the result of Marshall
Davis, our sole officer and director and more than 90% shareholder, drawing a
larger salary for the previous years.  Marshall Davis was paid a
salary based on the loans he closed. He was paid a larger salary for 2005 which
resulted in losses to the Company. In 2006 and 2007, less revenue was generated
and a much less salary was taken from the business. Salary was still taken out
of the business and therefore again losses were shown. Payroll is a direct hit
on the profit and loss statement.  The low revenues prior to the
downturn in the real estate market in Maryland were the result of only one
person, Marshall Davis, running the operation and generating business for the
Company.





As of the
most recent quarter ended June 30, 2008, we had cash on hand of $3,411 and our
total assets were just $3,411 while our total liabilities were
$29,407.  If we are unable to increase our revenue and gross profit to
satisfy our liabilities and increase our total assets we will not be able to
operate our business and will have to cease our business.




To date,
the only financing that we have been able to secure has been the $3,156 that we
raised in the private placement through January 2008. We have not been able to
raise any additional capital.  We will also rely on sources to borrow
funds in the form of loans.  We may be able to borrow funds from
Marshall Davis, our sole officer and director and 90% shareholder, and from
other shareholders who hold an equity position in the
Company.






10








Due to
the current nature of the mortgage market and our history of losses and low
revenues, we will require additional funds to continue to operate. Therefore we
will continue to operate on a reduced budget. Marshall Davis, our sole officer,
director and principal shareholder, has agreed verbally that, if necessary, he
will cover the costs for our operations until additional funds become available.
It is not expected that it will be necessary for Mr. Davis to cover the
costs.  However, if it is necessary, Mr. Davis will extend
interest-free loans to the Company on an as-needed basis to keep the Company
operating.  We have no written agreement with Mr. Marshall Davis to
legally insure that he will provide the funding for our
operations.  Although we have no commitments for capital, other than
verbal assurances from Mr. Davis, we may raise additional funds
through:




-    public
offerings of equity, securities convertible into equity or debt, or


-    private
offerings of securities or debt, or other sources.




During
the next twelve months, we expect to take the following steps in connection with
the further development of our business and the implementation of our plan of
operations:





1)        We
will renew our mortgage broker license and continue to offer our services in the
states of Maryland, Virginia, and Georgia;





2)        We
will continue to outsource to a call center that enables us to call thousands of
homeowners a day.  This will allow our phone to continuously ring as
we market in the states of Maryland, Virginia, and Georgia.  The more
homeowners we talk to, the more loan generating and closed loans we can
achieve.





We plan
on spending between $1,500 and $2,500 per month on our marketing budget. This
type of phone marketing costs approximately 2.5 cents per minute on the phone.
We plan on ordering 60,000-100,000 minutes per month;





3)        We
will also continue to establish and maintain our relationships with realtors,
accountants, attorneys, etc they can help to send us business;





4)        We
will continue to call our old clients to get referral business; and





5)        If
we decide to expand our client base, then we will look to get licensed in other
states where we do not need a physical presence.




Over the
next 12 months, we anticipate spending $25,000 on administrative expenses,
including legal and accounting service fees. We will need to borrow funds to be
able to pay for this expense and will pay back the $25,000 additional expense
with any increased revenues or any future funding that we obtain or by obtaining
other loans.  At this point, we do not have the available revenue or
funds to pay back these loaned funds and there is no certainty that we will ever
be able to pay back the $25,000 additional expenses.




11








If we are
unable to raise additional funds and our revenue declines to a point where we
cannot operate, we may be forced to cease operations and close our
business.




We do not
have any plans nor are we aware of any plans, agreements, understandings or
discussions involving the possible purchase or sale of our company or a
significant amount of shares of our company.




OUR
AUDITORS HAVE DETERMINED THAT BASED ON OUR FINANCIAL CONDITION THERE IS
SUBSTANTIAL DOUBT AS TO WHETHER WE CAN CONTINUE TO OPERATE AS A GOING
CONCERN.





This
concern includes but is not limited to the Company’s lack of operating capital,
stockholders deficiency, accumulated deficits, negative cash flow from
operations, and little or no assets.  Our depressed financial
condition is caused by the following factors: (i) the fact that Marshall Davis,
our sole officer and director and majority shareholder, took a large salary in
fiscal years 2006 and 2007; (ii) the fact that we are a small business that only
has one sole employee who is also the sole officer, director and majority
shareholder; (iii) the slowdown in the real estate market; and (iv) the
tightening of the credit industry and the increased difficulty for homebuyers to
obtain a loan.  The fact that we are a small business and Marshall
Davis is our sole employee further caused our financial condition to worsen
because he is not able to focus on one aspect of the business and is forced
to handle every detail of our operations.  We cannot, however, afford
to and do not plan to hire additional employees.  Lastly, the
recent slowdown in the real estate market and the tightening of the credit
industry has further caused our financial condition because it is more difficult
for us to attract business because there are less home purchases and not as
many customers that are qualifying for mortgages and therefore our potential
customers are not buying homes.  In addition, it is due in large part
to the recent upheaval in the mortgage market. We have experienced a significant
slowdown in the number of homes being purchased which lead to a slowdown of
mortgage applications and ultimately a decrease in our revenues. Lastly, we have
little or no assets which has the effect of making us a less attractive company
for investors to finance because we cannot provide any security interest to the
investors and it demonstrates that we are not a stable operating
company.


Recent Decline in
Revenues





The
recent decline in revenues is due, in major part, to the slowdown in the
sub-prime market. Most sub-prime lending institutions have shut down and the
ones that are still open have discontinued or adjusted many of their programs.
Therefore the clients that used to have lesser credit or lower income, can no
longer qualify for a loan. Approximately 40% of our business was sub-prime loans
which have contributed to our decline in revenues as sub-prime loans are
generally made through brokers. Prime or conforming loans have also become more
difficult to get approved since the tightening of mortgage lending and this made
up for the remaining 60% of our business.





We have
experienced a significant slowdown in the number of mortgage applications and
ultimately a decrease in our revenues. Over the past year we have experienced a
decline in our revenues which has led our auditors to determine that we are
considered a “going concern”. This concern is due in large part to the
recent upheaval in the mortgage market. The decline in revenues is due, in major
part, to the slowdown in the sub-prime market. Most sub-prime lending
institutions have shut down and the ones that are still open have discontinued
or adjusted many of their programs. Therefore the clients that used to have
lesser credit or lower income, can no longer qualify for a loan. Approximately
40% of our business was sub-prime loans which has contributed to our decline in
revenues. Prime or conforming loans have also become more difficult to get
approved since the tightening of mortgage lending and this made up for the
remaining 60% of our business. The slowdown stems from financial hardships for
consumers and financial institutions, resulting in credit becoming less
available in the subprime mortgage market as investors in subprime
mortgage-backed securities look more carefully at subprime loans and lenders
have tightened underwriting standards. A combination of increased rates and
decreased products has caused our revenue to decline for several local
brokers.






12









Additionally,
mortgage lenders have made the requirements for obtaining loans more difficult
by requiring lower debt ratios, increasing the requirement of cash reserves and
being less willing to extend credit. Since guidelines have become stricter, less
loans close and, resultantly, our revenues have declined. The recent downturn in
the housing market has also contributed to less loan volume. As the housing
market declines due to less demand, foreclosures will be more prevalent and
property values will decline. This has led to people not being able to qualify
for similar programs that they did in the past.




Our
auditors have determined that based on our financial condition there is
substantial doubt as to whether we can continue to operate as a going
concern.  This concern includes but is not limited to the Company’s
lack of operating capital, stockholders deficiency, accumulated deficits,
negative cash flow from operations, and little or no assets. In addition, it is
due in large part to the recent upheaval in the mortgage market. We have
experienced a significant slowdown in the number of homes being purchased which
lead to a slowdown of mortgage applications and ultimately a decrease in our
revenues.  This raises substantial doubt about our ability to continue as a
going concern. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.




Recent Upheaval in the
Mortgage Market





The
recent upheaval in the mortgage market has had a direct effect on our business
operations. Over the past year, we have experienced a significant decline in
revenue and a larger than expected net loss based on the current mortgage
market.  This is due to a slowing in the real estate market. The
number of homes being sold has been decreasing for the past 12 months and this
has led to a decrease in our business. Over these past 12 months, we have not
been able to attract the same number of home buyers and/or homeowners hoping to
refinance. In addition, increased foreclosures have had an additional effect of
driving home prices down further depressing the market and refinancing
opportunities. Due to the decrease in the subprime market and the closing of
financial institutions, the amount of programs available to our respective
clients has also decreased.





MD
Mortgage suffered losses before the upheaval in the mortgage market. This was
due to larger salaries being paid to Marshall Davis. Before the Share Exchange
and the recent upheaval in the mortgage market, Marshall Davis was paid a salary
based on the loans he closed. He was paid a larger salary for 2005 which
resulted in losses to the Company. In 2006 and 2007, less revenue was generated
and a much less salary was taken from the business. Salary was still taken
out of the business and therefore again losses were shown. Payroll is a direct
hit on the profit and loss statement.





Revenues
have been mostly generated in the State of Maryland where the home market has
gone down drastically over the last two years. Foreclosures are higher and homes
sit on the market longer. Property values have been going down since 2007.
People have less equity now and less room to refinance and take out cash to
consolidate debt and do home improvements. As a result, the Company’s revenues
have decreased.





MD
Mortgage has generated most of its revenues in Baltimore County, Maryland.
Mortgages have gone down in that county and the declines for new and existing
home sales in this county are as follows:





Baltimore
      County Home SalesYear
            Number
      of Homes Sold
            Percent
      Increase
              (Decrease)
      from
              Previous
      Year2005
            11,741
            --2006
            10,307
            (11.8%)2007
            8,505
            (17.5%)





Results
of Operations




For the
quarter ended June 30, 2008, the registrant recognized a net loss of
$6,172.   In our most recent quarter ended June 30, 2008, our
increase net less of $6,172 was largely attributable to increased expenses of
$10,553 which was the result of professional expenses that we incurred of $3,120
that was due to professional fees, $2,664 for general and administrative fees,
$3,249 for compensation, $20 for marketing and advertising and $1,500 for
rent.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).






13






Critical Accounting
Policies





Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates
on historical experience and on various other assumptions that we believe
to be reasonable under the circumstances. Actual results may differ materially
from these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.





Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.




Recent Accounting
Pronouncements




In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests in Consolidated Financial Statements – an
amendment of ARB No. 51”.  This statement improves the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require; the ownership interests in
subsidiaries held by parties other than the parent and the amount of
consolidated net income attributable to the parent and to the non-controlling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a parent’s ownership interest while the parent
remains its controlling financial interest in its subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any retained non-controlling
equity investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the non-controlling
owners.  SFAS No. 160 affects those entities that have an
outstanding non –controlling interest in one or more subsidiaries or that
deconsolidate a subsidiary.  SFAS No. 160 is effective for fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  Early adoption is prohibited.  The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s
derivative instruments and hedging activities and their effects on the
entity’s financial position, financial performance, and cash flows. SFAS 161
applies to all derivative instruments within the scope of SFAS 133, “Accounting
for Derivative Instruments and Hedging Activities” (SFAS 133) as well as
related hedged items, bifurcated derivatives, and nonderivative instruments that
are designated and qualify as hedging instruments. Entities with instruments
subject to SFAS 161 must provide more robust qualitative disclosures and
expanded quantitative disclosures. SFAS 161 is effective prospectively for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.




In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default
(insured event) when there is evidence that credit deterioration has occurred in
an insured financial obligation. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.






14






Item 3. Quantitative and Qualitative
Disclosures About Market Risk





The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.





Item
4T.  Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) und er the Exchange Act) as of
the end of the period covered by this report. Based upon that evaluation,
the Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the
Exchange Act, is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to the Company’s management, including the
Company’s CEO and CAO, as appropriate, to allow timely decisions regarding
required disclosure.




Management’s Report on Internal
Controls over Financial Reporting





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the quarter ended
June 30, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.





The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of the controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected.





Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control–Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this evaluation, management concluded that the company’s internal control
over financial reporting was effective as of June 30, 2008.





This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.






15









PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




Currently
we are not aware of any litigation pending or threatened by or against the
Company.




Item
1A. Risk Factors.




Not
applicable for a Small Reporting Company.





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




None.





Item
3. Defaults Upon Senior Securities.




None.




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




None.




Item
5. Other Information.




None




Item
6. Exhibits and Reports of Form 8-K.




(a)           Exhibits




31.1        
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002




32.1        
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002




(b)          
Reports of Form 8-K




None.








16











SIGNATURES




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




MD
      Holdings, Corp.Date:
      August 8, 2008
            By:
            /s/
      Marshall DavisMarshall
      DavisChief
      Executive Officer, Chief Financial Officer, Director and Principal
      Accounting Officer








17