UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _____________________
  AMENDMENT
NO. 1 TOFORM 10-Q
 _____________________
  x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended March 31, 2009
  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 the 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)
 
  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
              oNon-accelerated
      filer
                (Do
      not check if a smaller reporting company)
              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 x  No o
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes o No o
 
 State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of August 26 , 2009:  20,717,168 shares of common
stock.
 
 
  Explanatory
Note:


MD
Holdings, Corp. (the “Company”) is filing this Amendment No. 1 to its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 to correct
the disclosures regarding its private placement transaction in January
2008-.
  We are
amending the following items:
  Part
      I Item 1
              Financial
      Statements (Note 4)Part
      I Item 2
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
  For
the convenience of the reader, the Company is re-filing its Form 10-Q originally
filed on May 20, 2009 (the “Original Filing”) in its entirety in this Form
10-Q/A. This Form 10-Q/A continues to speak as of the date of the Original
Filing and other than with respect to items described above does not reflect
events occurring after the filing of the Original Filing. Accordingly, in
conjunction with reading this amendment to the Original Filing, you should
also read all other filings we have made with the Securities and Exchange
Commission since May 20, 2009 .




MD
HOLDINGS, CORP.
 
 FORM
10-Q
 
 March
31, 2009
  TABLE
OF CONTENTS
 
 PART
      I— FINANCIAL INFORMATIONItem
      1.
              Financial
      StatementsItem
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      OperationsItem
      3.
              Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
              Controls
      and ProceduresPART
      II— OTHER INFORMATIONItem
      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.
              ExhibitsSIGNATURES
   
 
  PART
1 - FINANCIAL INFORMATION
  Item
1.                      Financial
Statements
 
 MD
Holdings, Corp. and Subsidiary
 
 
 
 CONTENTS
 
 
 PAGE
                1
                CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2009 (UNAUDITED) AND DECEMBER
      31, 2008.PAGE
                2
                CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
      2009 AND 2008 (UNAUDITED).PAGE
                3
                CONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE
      THREE MONTHS ENDED MARCH 31, 2009 (UNAUDITED).PAGE
                4
                CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,
      2009 AND 2008 (UNAUDITED)PAGES
                5 -
      11
                NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS  (UNAUDITED)
   
   MD Holdings, Corp. and SubsidiaryCondensed
      Consolidated Balance SheetsASSETSMarch
      31, 2009
                                      
                                      
                                      December
      31, 2008(Unaudited)Current
      AssetsCash
                                      
                                      $
                                      1,022
                                      
                                      
                                      $
                                      1,674Total
      Assets
                                      
                                      $
                                      1,022
                                      
                                      
                                      $
                                      1,674LIABILITIES AND STOCKHOLDERS'
      DEFICIENCYCurrent
      LiabilitiesAccounts
      payable
                                      
                                      $
                                      25,921
                                      
                                      
                                      $
                                      13,068Payroll
      liabilities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Stockholder
      loans
                                      
                                      
                                      25,000
                                      
                                      
                                      
                                      25,000Total
      Current Liabilities
                                      
                                      
                                      50,921
                                      
                                      
                                      
                                      38,068Commitments
      and ContingenciesStockholders'
      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,20,717,168
      and 20,77,168 shares issued and outstanding, respectively
                                      
                                      
                                      20,717
                                      
                                      
                                      
                                      20,717Additional
      paid-in capital
                                      
                                      
                                      452,788
                                      
                                      
                                      
                                      449,295Accumulated
      Deficit
                                      
                                      
                                      (523,404
                                      )
                                      
                                      
                                      (506,406
                                      )Total
      Stockholders' Deficiency
                                      
                                      
                                      (49,899
                                      )
                                      
                                      
                                      (36,394
                                      )Total
      Liabilities and Stockholders' Deficiency
                                      
                                      $
                                      1,022
                                      
                                      
                                      $
                                      1,674
    1
  MD
      Holdings, Corp. and SubsidiaryCondensed
      Consolidated Statements of Operations(Unaudited)For
      the Three Months Ended March 31,2009
                            
                            
                            2008Revenue
                            
                            
                            
                            $
                            -
                            
                            
                            $
                            1,921Operating
      ExpensesGeneral
      and Administrative
                            
                            
                            
                            
                            3,417
                            
                            
                            
                            6,495Professional
      Fees
                            
                            
                            
                            
                            11,588
                            
                            
                            
                            54,876Rent
                            
                            
                            
                            
                            1,500
                            
                            
                            
                            1,500Total
      Operating Expenses
                            
                            
                            
                            
                            16,505
                            
                            
                            
                            62,871Loss
      from Operations
                            
                            
                            
                            
                            (16,505
                            )
                            
                            
                            (60,950
                            )Other
      ExpenseInterest
      Expense
                            
                            
                            
                            
                            (493
                            )
                            
                            
                            -Total
      Other Income
                            
                            
                            
                            
                            (493
                            )
                            
                            
                            -Provision
      for Income  Taxes
                            
                            
                            
                            
                            -
                            
                            
                            
                            -Net
      Loss
                            
                            
                            
                            $
                            (16,998
                            )
                            
                            $
                            (60,950
                            )Net
      Loss Per Share  - Basic and Diluted
                            
                            
                            
                            $
                            (0.00
                            )
                            
                            $
                            (0.00
                            )Weighted
      average number of shares outstandingduring
      the year Basic and Diluted
                            
                            
                            
                            
                            20,717,168
                            
                            
                            
                            20,712,537
    2
   MD
      Holdings, Corp. and SubsidiaryConsolidated
      Statement of Changes Stockholders' Deficiency(Unaudited)Preferred
      stock
                          
                          
                          Common
      stock
                          
                          
                          Additional
                          
                          
                          
                          
                          
                          
                          
                          
                          Totalpaid-in
                          
                          
                          Accumulated
                          
                          
                          Subscription
                          
                          
                          Stockholder'sShares
                          
                          
                          Amount
                          
                          
                          Shares
                          
                          
                          Amount
                          
                          
                          capital
                          
                          
                          Deficit
                          
                          
                          Receivable
                          
                          
                          DeficiencyBalance,
      December 31, 2007
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          1,375,863
                          
                          
                          $
                          1,376
                          
                          
                          $
                          29,569
                          
                          
                          $
                          (35,075
                          )
                          
                          $
                          (100
                          )
                          
                          $
                          (4,230
                          )In
      kind contribution
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          9,000
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          9,000In
      kind contribution of  interest
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,090
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,090Cash
      received for subscription agreement
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          100
                          
                          
                          
                          100Common
      stock issued for cash
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          282
                          
                          
                          
                          0
                          
                          
                          
                          2,256
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,256Common
      stock issued for services
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          5,000
                          
                          
                          
                          5
                          
                          
                          
                          39,995
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          40,000Shares
      issued in connection with stock dividend
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          19,336,023
                          
                          
                          
                          19,336
                          
                          
                          
                          367,385
                          
                          
                          
                          (386,721
                          )
                          
                          
                          -
                          
                          
                          
                          0Net
      loss for the year ended December 31, 2008
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (84,610
                          )
                          
                          
                          -
                          
                          
                          
                          (84,610
                          )Balance,
      December 31, 2008
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          20,717,168
                          
                          
                          
                          20,717
                          
                          
                          
                          449,295
                          
                          
                          
                          (506,406
                          )
                          
                          
                          -
                          
                          
                          
                          (36,394
                          )In
      kind contribution
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,000
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,000In
      kind contribution of  interest
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          493
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          493Net
      loss for the three months ended March 31, 2009
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (16,998
                          )
                          
                          
                          -
                          
                          
                          
                          (16,998
                          )Balance
      March 31, 2009
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          20,717,168
                          
                          
                          $
                          20,717
                          
                          
                          $
                          452,788
                          
                          
                          $
                          (523,404
                          )
                          
                          $
                          -
                          
                          
                          $
                          (49,899
                          )
    3
  MD
      Holdings, Corp. and SubsidiaryCondensed
      Consolidated Statements of Cash Flows(Unaudited)For
      the Three Months Ended March 31,2009
                        
                        
                        2008Cash
      Flows From Operating Activities:Net
      Loss
                        
                        $
                        (16,998
                        )
                        
                        $
                        (60,950
                        )Adjustments
      to reconcile net loss to net cash used in operationsIn-kind
      contribution
                        
                        
                        3,493
                        
                        
                        
                        1,500Stock
      issued for services
                        
                        
                        -
                        
                        
                        
                        40,000Changes
      in operating assets and liabilities:Increase
      accounts payable
                        
                        
                        12,853
                        
                        
                        
                        5,255Decrease
      in payroll liabilities
                        
                        
                        -
                        
                        
                        
                        (40
                        )Net
      Cash Used In Operating Activities
                        
                        
                        (652
                        )
                        
                        
                        (14,235
                        )Cash
      Flows From Financing Activities:Proceeds
      from stockholder loans
                        
                        
                        -
                        
                        
                        
                        (1,900
                        )Repayment
      of stockholder loans
                        
                        
                        -
                        
                        
                        
                        1,050Proceeds
      from issuance of stock, net of subscriptions receivable
                        
                        
                        -
                        
                        
                        
                        2,356Proceeds
      from related party - Note Payable
                        
                        
                        -
                        
                        
                        
                        15,000Net
      Cash Provided by Financing Activities
                        
                        
                        -
                        
                        
                        
                        16,506Net
      Decrease in Cash
                        
                        
                        (652
                        )
                        
                        
                        2,271Cash
      at Beginning of Year
                        
                        
                        1,674
                        
                        
                        
                        3,144Cash
      at End of Year
                        
                        $
                        1,022
                        
                        
                        $
                        5,415
    4
 MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 AS OF MARCH 31,
2009
 (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) Principles of
Consolidation
  The
consolidated financial statements include the accounts of MDH and its
wholly-owned subsidiary, MDC from January 15, 2007 to March 31, 2009. All
significant inter-company accounts and transactions have been eliminated in
consolidation.
 
 (C) 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.
 
 (D) 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.
 
 (E) 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.
 
 5
 MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 AS OF MARCH 31,
2009
 (UNAUDITED)
  (F) Business
Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
 
 (G) 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 March 31, 2009 and 2008, there were no
common share equivalents outstanding.
 
 (H) 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.
 
 (I) 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.
 
 (J) Advertising and
Promotional Expense
 
 Advertising and
other product-related costs are charged to expense as incurred. Advertising
expense for the three months ended March 31, 2009 and 2008 was $22 and
$780, respectively.
 
 6
 MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 AS OF MARCH 31,
2009
 (UNAUDITED)
  (K) 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 CONSOLIDATED FINANCIAL STATEMENTS
 AS OF MARCH 31,
2009
 (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
                GOING
      CONCERN
 
 As
reflected in the accompanying consolidated financial statements, the Company has
a working capital and stockholders deficiency of $49,899, an accumulated deficit
from inception of $523,404 and negative cash flows from operations of $652
during the three months ended March 31, 2009.  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.
 
 NOTE
      3
                STOCKHOLDER
      LOAN
 
 During
the year ended December 31, 2008, two shareholders of the Company each loaned
the Company $12,500.  The loans carry no stated interest, are
unsecured, and due on demand (See Note 5).
 
 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 March 31, 2009, the loan balance has been repaid in
full (See Note 5).
 
 NOTE
      4
                STOCKHOLDERS’
      DEFICIENCY
 
 (A) Common Stock Issued for
Cash
 
 In
      January 2008, the Company completed a Regulation D Rule 506 private
      placement of 7,890 shares of common stock, of which 2,250 shares were sold
      in 2007 and the remaining 5,640 shares in 2008. The shares were sold to a
      total of 31 investors, at a price per share of $0.40. The Company
      raised a total of $3,156. On a post-split basis following the
      Company’s stock splits described in sections (F) and (G) below, a total of
      5,918 shares were sold in the private placement at a post-split per share
      cost of $0.533. Mr. Davis, as the sole officer and director and majority
      shareholder of the Company, arbitrarily determined the $0.40 ($0.533
      post-split) offering price and it was not based on the aggregate value of
      the company. The aggregate value is difficult to value at this
      time.
   8
 MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 AS OF MARCH 31,
2009
 (UNAUDITED)
 (B) Subscription
Receivable
 
 During November 2007, the Company sold
an aggregate of 250 shares (which equals 188 shares on a post split
basis) 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 5,000 shares of common stock (as adjusted
for the splits described in sections (F) and (G) below) for legal services
having a fair value of $40,000 based upon recent cash offering.
 
 (D) In-kind
contribution
 
 For the
three months ended March 31, 2009, the president of the Company contributed
office space with a fair value of $1,500 (See Note 5).
 
 For the three months ended March 31,
2009, the Company recorded $493 of imputed interest related to shareholder loans
payable as an in-kind contribution (See Note 3 and 5).
 
 
 For the
three months ended March 31, 2009, the president of the Company contributed
services with a fair value of $1,500 (See Note 5).
 
 For the
years ended December 31, 2008 and 2007, the president of the Company contributed
office space with a fair value of $6,000 during each of the year’s (See Note
5).
 
 For the
years ended December 31, 2008 and 2007, the Company recorded $1,090 and $0 of
imputed interest related to shareholder loans payable as an in-kind contribution
(See Note 5).
 
 For the
years ended December 31, 2008 and 2007, the president of the Company contributed
services with a fair value of $3,000 and $0, respectively (See Note
5).
 
 
 (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 to 10,000,000
preferred shares at a par value of $0.001 and 500,000,000 common shares at a par
value of $0.001 per share.
 
 9
 MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 AS OF MARCH 31,
2009
 (UNAUDITED)
  (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.  A total of 19,336,023 shares of common stock were
issued.  All basic and diluted loss per share and average shares
outstanding information have been adjusted to reflect the aforementioned stock
dividend.
 
 (G) Stock
Split
 
 On
October 3, 2008, the Company’s Board of Directors declared a twenty –for-one
reverse stock split effective to stockholders of record on October 27,
2008.  Per share and weighted average amounts have been retroactively
restated in the accompanying financial statements and related notes to reflect
this stock split .
 
 
 NOTE
      5
                RELATED PARTY
      TRANSACTIONS
 
 For the
three months ended March 31, 2009, the president of the Company contributed
office space with a fair value of $1,500 (See Note 4(D)).
 
 For the three months ended March 31,
2009, the Company recorded $493 of imputed interest related to shareholder loans
payable as an in-kind contribution (See Note 4(D)).
 
 
 For the
three months ended March 31, 2009, the president of the Company contributed
services with a fair value of $1,500 (See Note 4(D)).
 
 For the
years ended December 31, 2008 and 2007, the president of the Company contributed
office space with a fair value of $6,000 during each of the years. (See Note
4(D)).
 
 For the
years ended December 31, 2008 and 2007, the president of the Company contributed
services with a fair value of $3,000 and $0, respectively. (See Note
4(D)).
 
 At the
year ended December 31, 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 December 31, 2008, the loans were paid in full (See Note
3).
    10
 MD
HOLDINGS, CORP. AND SUBSIDIARY
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 AS OF MARCH 31,
2009
 (UNAUDITED)
 During
the year ended December 31, 2008, two shareholders of the Company each loaned
the Company $12,500.  The loan carries no stated interest, is
unsecured and due one year from the date of the loan agreement (See Note
3).
 
 For the
years ended December 31, 2008 and 2007, the Company recorded $1,090 and $0 of
imputed interest related to shareholder loans payable as an in-kind
contribution, respectively (See Note 4(D)).
 
  
 11
  Item
2.     Management’s Discussion and Analysis
of Financial Condition and Results of Operation
 
 The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. 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
prospectus. 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.
 
 We are a
provider of traditional mortgage services and we derive our revenues from the
brokering of mortgage loans. We were previously licensed as a mortgage broker in
Maryland, Georgia and Virginia but the licenses have subsequently lapsed
due to the fees associated with staying current.  As soon as we can
obtain financing, we will take the necessary steps  to reinstate the
licenses. 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 did not generate revenues in the first quarter
2009.  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 $23,966 in fiscal quarter 2007, and our net loss for the quarter ended
March 31, 2008 was $60,950.  These losses resulted from the market
condition and lack of operating capital despite our substantial cuts in
expenses.   In our most recent quarter March 31, 2009, our net
loss decreased to $16,998 which was largely attributable to a lack of
revenue from the slowdown in the real estate market which resulted in us not
being able to renew our professional license.
  In
January 2008, we completed a private placement pursuant to Rule 506 of
Regulation D in which an aggregate of 7,890 shares of the Company’s common stock
were sold to 31 investors at a per share price of $0.40. Of those shares, 2,250
shares were sold in late 2007 and the remaining 5,640 shares were sold in
January 2008. Aggregate proceeds from the private placement were $3,156. On a
post-split basis following our fifteen-for-one stock split (effected in the form
of a dividend) on January 30, 2008 and our subsequent twenty-for-one reverse
stock split on October 27, 2008, a total of 5,918 shares were sold in the
private placement at a post-split per share cost of $0.533. For additional
information on the splits, see Note 4 to the Company’s consolidated unaudited
financial statements as of March 31, 2009 included in Item 1 hereof. In
addition, we also received $25,000 from shareholders in the form of
loans.  Otherwise, we have been 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 .
 
 As of the
most recent quarter ended March 31, 2009, we had cash on hand of $1,022 and our
total assets were just $1,022 while our total liabilities were $50,921. If we
are unable to raise additional funds to be able to reapply for our licenses
which will allow us 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.
  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 may
renew our mortgage broker license and continue to offer our services in the
states of Maryland, Virginia, and Georgia;
 
 12
  2)        We may
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.
 
 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 $70,000 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 loan 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 loan.
  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 we are a small business that only
has one sole employee who is also the sole officer, director and majority
shareholder; (ii) 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 depressed 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. 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
  We have
experienced a significant slowdown in the number of mortgage applications and
ultimately a decrease in our revenues. Over the past quarter 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. Our cash on hand is insufficient for us to
continue to operate over the next twelve (12) months.  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 have 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.
 13
  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 as a  result, 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 quarter, we have not generated any revenue which is
due to us not renewing our license to continue operating 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.
 
 Revenues
have been mostly generated in the State of Maryland where the home market has
gone down drastically over the last two quarters. 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.
 Results
of Operations for the Quarter ended March 31, 2009 Compared to the Quarter ended
March 31, 2008
 
 Revenues
  Revenue
decreased from $1,921 for the quarter ended March 31, 2008 to $0 for the quarter
ended March 31, 2009, a decrease of $1,921.  This decrease was due
primarily to the slowdown in the real estate market which resulted in us not
being able to keep our business license current and it had expired.
 
 Operating
Expenses
  Operating
Expenses for the quarter ended March 31, 2009 decreased to $16,505 from $60,950
for the quarter ended March 31, 2008.  This decrease in Operating
Expenses was primarily attributable to the decrease in our operations resulting
from the loss of our business license.
 
 General
and Administrative Expenses for the quarter ended March 31, 2009 decreased to
$3,417 from $6,495 for the quarter ended March 31, 2008.  The decrease
in General and Administrative Expense is due to the decrease in operations
resulting from the loss of our business license.
 
 Professional
fees for the quarter ended March 31, 2009 decreased to $11,588 from $54,876 for
the quarter ended March 31, 2008.   The decrease in professional fees
was due to the completion of the registration process with the SEC and our
listing on the Over-the-Counter Bulletin Board.
  Net
Income (Loss)
 
 Net Loss
decreased to $16,998 for the quarter ended March 31, 2009 from a loss of
$60,950 for the quarter ended March 31, 2008.  The decrease in
net loss was primarily due to us being forced to cease operations for the
quarter ended March 31, 2009 because of our loss of license.
 We
believe we can not satisfy our cash requirements for the next twelve months with
our current cash. If we are unable to satisfy our cash requirements we may be
unable to proceed with our plan of operations. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. In the event we are not successful in reaching our revenue targets,
additional funds may be required, and we may not be able to proceed with our
business plan for the development and marketing of our core services. Should
this occur, we will suspend or cease operations.
 14
 We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
  We are
still pursuing this plan but to date we have not been able to raise additional
funds through either debt or equity offerings. Without this additional cash we
have been unable to pursue our plan of operations and commence generating
revenue. We believe that we may not be able to raise the necessary funds to
continue to pursue our business operations. As a result of the foregoing, we may
begin to explore our options regarding the development of a new business plan
and direction.
  Liquidity and Capital
Resources
  As of
March 31, 2009, we had cash and cash equivalents of $1,022. We have historically
met our liquidity requirements from a variety of sources, including short-term
borrowings from related parties and the sale of equity securities. We do not
presently maintain any credit facilities, although we may incur indebtedness in
connection with our expansion plans.
  We do not
have any credit facilities or other commitments for debt or equity financing. No
assurances can be given that advances when needed will be available. We do
believe that we need funding to continue our operations at our current level
because we have not generated any revenue in the first quarter of 2009. If a
market for our shares ever develops, of which there can be no assurances, we may
use restricted shares or options to compensate employees, officers, directors,
consultants and others wherever possible. If we are successful such steps may
enable us to meet some or all of the obligations of being a public company
without requiring additional sources of financing. We do not believe that we
will have sufficient cash on hand for 12 months of operations unless we generate
revenues or raise additional funding.
 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.
  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.
  15
  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
quarters, and interim periods within those fiscal quarters, beginning on or
after December 15, 2008.  Early adoption is prohibited.  The
adoption of this statement did not 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 quarters and interim periods beginning
after November 15, 2008, with early application permitted. The adoption of
this statement did not have a material effect on the Company’s financial
statements.
  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 did not have a
material impact on the Company’s financial position.
  16
  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).
 
 Item
3.    Quantitative and Qualitative Disclosures about Market
Risks
 
 Not
required for small reporting companies.
 
 Item
4T.  Controls and Procedures
  a) Evaluation of Disclosure
Controls. 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 Financial Officer (“CFO”) (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)
under the Exchange Act) as of the end of the period covered by this report.
Based upon that evaluation, the Company’s CEO and CFO 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 CFO, as appropriate, to
allow timely decisions regarding required disclosure.
  (b) Changes in internal control over
financial reporting. There have been no changes in our internal control
over financial reporting that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
 17
 
 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 because we are a smaller 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 8K
 
 a)           Exhibits
  31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
  32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
  (b)          Reports
of Form 8-K
  None.
  18
 
 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 26, 2009
                    By:
                    /s/ Marshall
      DavisMarshall
      DavisChief
      Executive Officer, Chief Financial Officer, Directorand
      Principal Accounting
Officer