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EX-31.1 - EXHIBIT 31.1 - MADISON AVE HOLDINGS INCex31-1.htm
EX-31.2 - EXHIBIT 31.2 - MADISON AVE HOLDINGS INCex31-2.htm
EX-32.1 - EXHIBIT 32.1 - MADISON AVE HOLDINGS INCex32-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
 
OR

[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ...........to...............
 
Commission File Number  000-50655
 
Madison Avenue Holdings, Inc.

(Exact name of registrant as specified in its charter)
 
Delaware
 
20-0823997
(State or other jurisdiction
 
(I.R.S. Employer
of incorporation or organization)
 
Identification No.)

3505 Hart Ave., Suite 201, Rosemead, CA 91770

 (Address of principal executive offices) (Zip Code)
 
(626)-5764333

 (Registrant's telephone number, including area code)
 

 (Former name, former address and former fiscal year,
if changed since last report)
  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No[   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes [   ]     No [X]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
             
Large accelerated filer
o  
  
Accelerated filer
  o
       
Non-accelerated filer
o
(Do not check if a smaller reporting company)
  
Smaller reporting company
 
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes [X]   No[   ]
 
 
 

 
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of the issuer's common stock, as of the latest practicable date: there were 500,000 shares outstanding as of May 11, 2012.
 
 
2

 
 
PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements
  
MADISON AVENUE HOLDINGS INC.
(A Development Stage Company)
Index to Financial Statements
 
 
Page
Financial Statements:
 
   
Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011
F-2
   
Statements of Operations for the three months ended March 31, 2012 and 2011 and for the period February 27, 2004 (date of inception) to March 31, 2012 (Unaudited)
F-3
   
Statements of Cash Flows for the three months ended March 31, 2012 and 2011 and for the period February 27, 2004 (date of inception) to March 31, 2012 (Unaudited)
F-4
   
Notes to Financial Statements (Unaudited)
F-5 – F-8

 
F-1

 
 
MADISON AVENUE HOLDINGS INC.
(A Development Stage Company)
Balance Sheets
 
   
March 31,
   
December 31,
 
   
2012
   
2011
 
   
(Unaudited)
       
Assets
           
             
Current assets:
           
Cash and cash equivalents
  $ -     $ -  
Prepaid expenses
    1,000       2,000  
                 
Total current assets
    1,000       2,000  
                 
Other assets
    -       -  
                 
Total assets
  $ 1,000     $ 2,000  
                 
Liabilities and Stockholders' Equity
               
                 
Current liabilities:
               
Accounts payable and accrued expenses
  $ 1,000     $ -  
                 
Total current liabilities
    1,000       -  
                 
Other liabilities
    -       -  
                 
Total liabilities
    1,000       -  
                 
Commitments and contingencies
               
                 
Stockholders' equity:
               
Common stock, $.001 par value; 10,000,000 shares authorized, 500,000 shares issued and outstanding
    500       500  
Additional paid-in capital
    122,759       117,759  
Deficit accumulated during the development stage
    (123,259 )     (116,259 )
                 
Total stockholders' equity
    -       2,000  
                 
Total liabilities and stockholders' equity
  $ 1,000     $ 2,000  
 
See notes to financial statements.
 
 
F-2

 
 
MADISON AVENUE HOLDINGS INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
 
   
Three Months Ended
March 31, 2012
   
Three Months Ended
March 31, 2011
   
Cumulative During the Development Stage
(February 27, 2004 to
March 31, 2012)
 
                   
Revenues
  $ -     $ -     $ -  
                         
Expenses:
                       
General and administrative
    7,000       6,498       123,259  
                         
Total expenses
    7,000       6,498       123,259  
                         
Net loss
  $ (7,000 )   $ (6,498 )   $ (123,259 )
                         
Net loss per share, basic and diluted
  $ (0.01 )   $ (0.01 )        
                         
Weighted average number of common shares outstanding, basic and diluted
    500,000       500,000          
 
See notes to financial statements.
 
 
F-3

 
 
MADISON AVENUE HOLDINGS INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
 
    Three Months Ended
March 31, 2012
    Three Months Ended
March 31, 2011
    Cumulative During the Development Stage
(February 27, 2004 to
March 31, 2012)
 
Cash flows from operating activities:
                 
Net loss
  $ (7,000 )   $ (6,498 )   $ (123,259 )
Changes in operating assets and liabilities:
                       
Prepaid expenses
    1,000       1,000       (1,000 )
Accounts payable and accrued expenses
    1,000       3,748       1,000  
                         
Net cash used in operating activities
    (5,000 )     (1,750 )     (123,259 )
                         
Cash flows from investing activities
    -       -       -  
                         
Cash flows from financing activities:
                       
Proceeds from sale of common stock
    -       -       500  
Capital contributions
    5,000       1,750       122,759  
                         
Net cash provided by financing activities
    5,000       1,750       123,259  
 
                       
Net increase in cash
    -       -       -  
                         
Cash and cash equivalents, beginning of period
    -       -       -  
 
                       
Cash and cash equivalents, end of period
  $ -     $ -     $ -  
                         
Supplemental disclosures of cash flow information:
                 
Interest paid
  $ -     $ -     $ -  
                         
Income taxes paid
  $ -     $ -     $ -  
 
See notes to financial statements.
 
 
F-4

 
 
MADISON AVENUE HOLDINGS INC.
 (A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended March 31, 2012 and 2011
and for the Period February 27, 2004 (Inception) to March 31, 2012
(Unaudited)

NOTE 1 – INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of March 31, 2012 and for the three months ended March 31, 2012 and 2011 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q.  In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2012 and the results of operations and cash flows for the three months ended March 31, 2012 and 2011.  The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited.  The results for the three month period ended March 31, 2012 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2012.  The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.  These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2011 as included in our report on Form 10-K.


NOTE 2 – ORGANIZATION

Madison Avenue Holdings Inc. (the “Company”) was incorporated in the State of Delaware on February 27, 2004.  The Company has no products or services; the Company is seeking a business to merge with or acquire.


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation – The Company has been presented as a “development stage enterprise” in accordance with Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.  Since inception, the Company’s activities have been limited to organizational efforts, obtaining initial financing, and making filings with the Securities and Exchange Commission.
 
 
F-5

 

MADISON AVENUE HOLDINGS INC.
 (A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended March 31, 2012 and 2011
and for the Period February 27, 2004 (Inception) to March 31, 2012
(Unaudited)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

At March 31, 2012, the Company had no cash and for the period February 27, 2004 (inception) to March 31, 2012, the Company incurred a net loss of $123,259.  These factors create uncertainty as to the Company’s ability to continue as a going concern.  The Company is making efforts to acquire a business with assets and operations.  However, there is no assurance that the Company will be successful in accomplishing this objective.  The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.


NOTE 4 – STOCKHOLDERS’ EQUITY

In March 2004, the Company sold 500,000 shares of its common stock at a price of $.001 per share, or $500 total, to a corporation (the “First Stockholder”) controlled by the then president and director of the Company.  From March 2004 to September 2005, the First Stockholder made additional capital contributions to the Company of $13,951.

In August 2005, the First Stockholder of the Company sold 475,000 shares of Company common stock to an unrelated third party (the “Second Stockholder”).  The Company agreed under the related Stock Purchase Agreement that, in exchange for the First Stockholder’s efforts in procuring the Second Stockholder’s services to identify merger or acquisition targets for the Company; in the event that the Company successfully completes a merger or acquisition of one or more business entities identified by the new 95% Second Stockholder (the “Business Combination”), the Company will issue such number of new shares of the common stock of the Company to the First Stockholder so that it will continue to retain 5% of equity ownership in the Company immediately after the close of any Business Combination.   From October 2005 to June 2006, the Second Stockholder made additional capital contributions to the Company of $7,744.

In June 2006, the Second Stockholder sold a total of 237,500 shares of Company common stock to two unrelated third parties (the “Third Stockholder” and the “Fourth Stockholder”), 118,750 shares to each of them.  From September 2006 to March 2012, the Second Stockholder, Third Stockholder and Fourth Stockholder made capital contributions to the Company of $101,064.
 
 
F-6

 
 
MADISON AVENUE HOLDINGS INC.
 (A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended March 31, 2012 and 2011
and for the Period February 27, 2004 (Inception) to March 31, 2012
(Unaudited)

NOTE 5 – INCOME TAXES

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 34% to income (loss) before income taxes. The sources of the difference follow:

   
Three months ended
March 31, 2012
   
Three months ended
March 31, 2011
   
Cumulative during the development stage
(February 27, 2004 to
 March 31, 2012)
 
                   
Expected tax at 34%
  $ (2,380 )   $ (2,209 )   $ (41,908 )
                         
Increase in valuation allowance
    2,380       2,209       41,908  
                         
Income tax provision
  $ -     $ -     $ -  
 
Significant components of the Company’s deferred income tax assets are as follows:

   
March 31, 2012
   
December 31, 2011
 
             
Net operating loss carryforward
  $ 41,908     $ 39,528  
                 
Less valuation allowance
    (41,908 )     (39,528 )
                 
Income tax provision
  $ -     $ -  

 
F-7

 

MADISON AVENUE HOLDINGS INC.
 (A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended March 31, 2012 and 2011
and for the Period February 27, 2004 (Inception) to March 31, 2012
(Unaudited)

NOTE 5 – INCOME TAXES (continued)

Based on management ‘s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $41,908 attributable to the future utilization of the $123,259 net operating loss carryforward as of March 31, 2012 will be realized.  Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at March 31, 2012.  The Company will continue to review this valuation allowance and make adjustments as appropriate.  The net operating loss carryforward expires in years 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2031 and 2032 in the amounts of $7,297, $12,450, $9,621, $20,306 and $16,739, $15,325, $16,318,  $18,203 and $7,000, respectively.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.


NOTE 6 – COMMITMENTS AND CONTINGENCIES

All activities of the Company are being conducted by the officers and directors from either their homes or their business offices at no cost to the Company.  The officers and directors have agreed to continue this arrangement until the Company completes a business combination.
 
 
F-8

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

Search Business Opportunities.

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

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

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

Management of MAHI

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

           On May 22, 2006, Mr. Kam entered into two separate share purchase agreements with each of Mr. Pan-Rong Liu and Mr. Seung Chi Tang. Under the share purchase agreements, Mr. Kam agreed to sell 118,750 shares of Common Stock (the "Common Shares") to each of Mr. Liu and Mr. Tang. The purchase price for the Common Shares under each share purchase agreement was $160,000 and was paid in cash. The share purchase agreements closed on June 13, 2006.
 
           Both Mr. Kam and Mr. Liu have agreed to allocate a limited portion of their time to the activities of MAHI without compensation. Potential conflicts may arise with respect to the limited time commitment by Mr. Kam and Mr. Liu and the potential demands of the activities of MAHI.

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

General Business Plan

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

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

           MAHI anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. MAHI has not conducted any research to confirm that there are business entities seeking the perceived benefits of a reporting corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for stockholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.
 
           MAHI has, and will continue to have, minimal capital with which to provide the owners of business entities with any cash or other assets. However, MAHI offers owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a reporting company without the time required to become a reporting company by other means. MAHI has not conducted market research and is not aware of statistical data to support the perceived benefits of a business combination for the owners of a target company.
 
 
3

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

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

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

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

Terms of a Business Combination

           In implementing a structure for a particular business acquisition, MAHI may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction, it is likely that the present management and stockholders of MAHI will no longer be in control of MAHI. In addition, it is likely that the officer and director of MAHI will, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors. 
 
           It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, MAHI may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after MAHI has entered into an agreement for a business combination or has consummated a business combination and MAHI is no longer considered a blank check company. The issuance of additional securities and their potential sale into any trading market which may develop in the securities of MAHI may depress the market value of the securities of MAHI in the future if such a market develops, of which there is no assurance.

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

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

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

           MAHI will participate in a business combination only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms.
 
           If MAHI stops or becomes unable to continue to pay the operating expenses of MAHI, MAHI may not be able to timely make its periodic reports required under the Exchange Act nor to continue to search for an acquisition target.
 
Undertakings and Understandings Required of Target Companies

           As part of a business combination agreement, MAHI intends to obtain certain representations and warranties from a target company as to its conduct following the business combination. Such representations and warranties may include (i) the agreement of the target company to make all necessary filings and to take all other steps necessary to remain a reporting company under the Exchange Act for at least a specified period of time; (ii) imposing certain restrictions on the timing and amount of the issuance of additional free-trading stock, including stock registered on Form S-8 or issued pursuant to Regulation S and (iii) giving assurances of ongoing compliance with the Securities Act, the Exchange Act, the General Rules and Regulations of the Securities and Exchange Commission, and other applicable laws, rules and regulations.
 
 
4

 

  A potential target company should be aware that the market price and trading volume of the securities of MAHI, when and if listed for secondary trading, may depend in great measure upon the willingness and efforts of successor management to encourage interest in MAHI within the United States financial community. MAHI does not have the market support of an underwriter that would normally follow a public offering of its securities. Initial market makers are likely to simply post bid and asked prices and are unlikely to take positions in MAHI's securities for their own account or customers without active encouragement and basis for doing so. In addition, certain market makers may take short positions in MAHI's securities, which may result in a significant pressure on their market price. MAHI may consider the ability and commitment of a target company to actively encourage interest in MAHI's securities following a business combination in deciding whether to enter into a transaction with such company.

           A business combination with MAHI separates the process of becoming a public company from the raising of investment capital. As a result, a business combination with MAHI normally will not be a beneficial transaction for a target company whose primary reason for becoming a public company is the immediate infusion of capital. MAHI may require assurances from the target company that it has, or that it has a reasonable belief that it will have, sufficient sources of capital to continue operations following the business combination. However, it is possible that a target company may give such assurances in error, or that the basis for such belief may change as a result of circumstances beyond the control of the target company.

           Prior to completion of a business combination, MAHI may require that it be provided with written materials regarding the target company containing such items as a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or service marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited financial statements, or if they are not available, unaudited financial statements, together with reasonable assurances that audited financial statements would be able to be produced within a reasonable period of time not to exceed 75 days following completion of a business combination; and other information deemed relevant.

Competition

           MAHI will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than MAHI. In view of MAHI's combined extremely limited financial resources and limited management availability, MAHI will continue to be at a significant competitive disadvantage compared to MAHI's competitors.

Off-Balance Sheet Arrangements

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

Going Concern

  The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of us as a going concern. MAHI's cash is inadequate to pay all of the costs associated with our operations. Management intends to use borrowings and security sales to mitigate the effects of its cash position; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should MAHI be unable to continue its existence.
 
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 of 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 3 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 results of operations, financial position or liquidity for the periods presented in this report.
 
 
5

 
 
Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.     Controls and Procedures

(a)       Disclosure Controls and Procedures.

           Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, as of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in the Company’s reports to Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the period covered by this report, the Company’s disclosure controls and procedures are effective at these reasonable assurance levels.
 
          Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. There is no assurance that our disclosure controls or our internal controls over financial reporting can prevent all errors. An internal control system, no matter how well designed and operated, has inherent limitations, including the possibility of human error. Because of the inherent limitations in a cost-effective control system, misstatements due to error may occur and not be detected. We monitor our disclosure controls and internal controls and make modifications as necessary. Our intent in this regard is that our disclosure controls and our internal controls will improve as systems change and conditions warrant.

(b)      Changes in Internal Control over Financial Reporting
 
  During the nine months ended March 31, 2012, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
 
 
PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

Not applicable.
 
 
6

 
   
 Item 6.     Exhibits
 
EXHIBIT
NUMBER
DESCRIPTION
 
31.1
Certification pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;
 
31.2
Certification pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;
                                                        
32.1
Certification pursuant to 18 U.S.C. 1350.
 
101.INS**
XBRL Instance Document

101.SCH**
XBRL Taxonomy Extension Schema Document

101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**
XBRL Taxonomy Extension Label Linkbase Document

101.PRE**
 
XBRL** 
XBRL Taxonomy Extension Presentation Linkbase Document
 
Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
7

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
MADISON AVENUE HOLDINGS, INC.
 
 
 (Registrant)
 
     
Date: May 11, 2012
By:
/s/ Alex Kam
 
   
Alex Kam
 
   
Chief Executive Officer