10-Q

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, 2018 

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)-576-4333

 (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	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒
			Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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, 2018.

MADISON AVENUE HOLDINGS INC.

Index to Financial Statements

	Page
Financial Statements:
Balance Sheets as of March 31, 2018 (Unaudited) and December 31, 2017	F-2
Statements of Operations for the three months ended March 31, 2018 and 2017 (Unaudited)	F-3
Statements of Cash Flows for the three months ended March 31, 2018 and 2017 (Unaudited)	F-4
Notes to Financial Statements (Unaudited)	F-5 – F-8

F-1

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

MADISON AVENUE HOLDINGS INC.

Balance Sheets

	March 31,			December 31,
	2018			2017
	(Unaudited)
Assets
Current assets:
Cash	$	-		$	-
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 (Deficiency)
Current liabilities:
Accounts payable and accrued expenses	$	1,600		$	-
Total current liabilities		1,600			-
Other liabilities		-			-
Total liabilities		1,600			-
Commitments and contingencies
Stockholders' equity (deficiency):
Common stock, $.001 par value; 10,000,000 shares authorized, 500,000 shares issued and outstanding		500			500
Additional paid-in capital		245,247			240,432
Accumulated deficit		(246,347	)		(238,932	)
Total stockholders' equity (deficiency)		(600	)		2,000
Total liabilities and stockholders' equity (deficiency)	$	1,000		$	2,000

See notes to financial statements.

F-2

MADISON AVENUE HOLDINGS INC.

Statements of Operations

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 31, 2018			March 31, 2017
Revenues	$	-		$	-
Expenses:
General and administrative		7,415			7,340
Total expenses		7,415			7,340
Net loss	$	(7,415	)	$	(7,340	)
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.

Statements of Cash Flows

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 31, 2018			March 31, 2017
Cash flows from operating activities:
Net loss	$	(7,415	)	$	(7,340	)
Changes in operating assets and liabilities:
Prepaid expenses		1,000			1,000
Accounts payable and accrued expenses		1,600			3,475
Net cash used in operating activities		(4,815	)		(2,865	)
Cash flows from investing activities		-			-
Cash flows from financing activities:
Proceeds from sale of common stock		-			-
Capital contributions		4,815			2,865
Net cash provided by financing activities		4,815			2,865
Net increase in cash		-
Cash, beginning of period		-			-
Cash, 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.

Notes to Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 (Unaudited)

NOTE 1 – INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 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, 2018 and the results of operations and cash flows for the three months ended March 31, 2018 and 2017. 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, 2018 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2018. The balance sheet at December 31, 2017 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, 2017 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 –GOING CONCERN UNCERTAINTY

At March 31, 2018, the Company had no cash and for the period January 1, 2018 to March 31, 2018, the Company incurred a net loss of $7,415. 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.

F-5

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 (Unaudited)

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 2018, the Second Stockholder, Third Stockholder and Fourth Stockholder made capital contributions to the Company of $223,552.

F-6

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 (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 to income (loss) before income taxes. The income tax rate was 21% and 34% for the three months ended March 31, 2018 and 2017, respectively. The sources of the difference are as follows:

	Three months Ended March 31, 2018			Three months Ended March 31, 2017
Expected tax	$	(1,557	)	$	(2,496	)
Increase in valuation allowance		1,557			2,496
Income tax provision	$	-		$	-

Significant components of the Company's deferred income tax assets are as follows:

	March 31, 2018			December 31, 2017
Net operating loss carryforward	$	51,733		$	50,176
Less valuation allowance		(51,733	)		(50,176	)
Income tax provision	$	-		$	-

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.

F-7

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three Months Ended March 31, 2018 and 2016

 (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 $51,733 attributable to the future utilization of the $246,347 net operating loss carryforward as of March 31, 2018 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at March 31, 2018. 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, 2032, 2033, 2034, 2035, 2036, 2037 and 2038 in the amounts of $7,297, $12,450, $9,621, $20,306, $16,739, $15,325, $16,318, $18,203, $19,160, $20,410, $20,535, $19,605, $23,278, $19,685 and $7,415 respectively.

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") plans to 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.

            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 plans to 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.

               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.

Results of Operations

Three Months ended March 31, 2018, compared to Three Months ended March 31, 2017:

MAHI has no revenues, as it has no products or services. MAHI’s general and administrative expenses (and net loss) increased by $75 from $7,340 in the three months ended March 31, 2017 to $7,415 in the three months ended March 31, 2018.

Liquidity and Capital Resources

As March 31, 2018, MAHI had no cash. Certain MAHI stockholders have been currently paying MAHI’s vendors directly as capital contributions to MAHI.

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 2 of our annual financial statements for the year ended December 31, 2017. 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.

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 period ended March 31, 2018, 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.

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.

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, 2018	By:	/s/ Alex Kam
		Alex Kam
		Chief Executive Officer

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Alex Kam, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Madison Avenue Holdings, Inc. (the "Company") for the quarter ended March 31, 2018;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 (5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2018	By:	/s/ Alex Kam
		Alex Kam
		Chief Executive Officer and President
		(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Pan-Rong Liu, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Madison Avenue Holdings, Inc. (the "Company") for the quarter ended March 31, 2018;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2018	By:	/s/ Pan-Rong Liu
		Pan-Rong Liu
		Chief Financial Officer
		(principal financial officer and principal accounting officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

           In connection with the Form 10-Q of Madison Avenue Holdings, Inc. (the “Company") for the quarter ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 11, 2018	By:	/s/ Alex Kam
		Alex Kam
		Chief Executive Officer and President
		(principal executive officer)

Date: May 11, 2018	By:	/s/ Pan-Rong Liu
		Pan-Rong Liu
		Chief Financial Officer
		(principal financial officer and principal accounting officer)

A signed original of this written statement required by Section 906 has been provided to Madison Avenue Holdings, Inc. and will be retained by Madison Avenue Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 01, 2018
Document Information [Line Items]
Entity Registrant Name	MADISON AVE HOLDINGS INC
Entity Central Index Key	0001284196
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		500,000
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash	$ 0
Prepaid expenses	1,000	2,000
Total current assets	1,000	2,000
Other assets
Total assets	1,000	2,000
Current liabilities:
Accounts payable and accrued expenses	1,600
Total current liabilities	1,600
Other liabilities
Total liabilities	1,600
Commitments and contingencies
Stockholders' equity (deficiency):
Common stock, $.001 par value; 10,000,000 shares authorized, 500,000 shares issued and outstanding	500	500
Additional paid-in capital	245,247	240,432
Accumulated deficit	(246,347)	(238,932)
Total stockholders' equity (deficiency)	(600)	2,000
Total liabilities and stockholders' equity (deficiency)	$ 1,000	$ 2,000

XML

Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Common Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	500,000	500,000
Common stock, shares outstanding (in shares)	500,000	500,000

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues	$ 0	$ 0
Expenses:
General and administrative	7,415	7,340
Total expenses	7,415	7,340
Net loss	$ (7,415)	$ (7,340)
Net loss per share, basic and diluted (in dollars per share)	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding, basic and diluted (in shares)	500,000	500,000

XML

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net loss	$ (7,415)	$ (7,340)
Changes in operating assets and liabilities:
Prepaid expenses	1,000	1,000
Accounts payable and accrued expenses	1,600	3,475
Net cash used in operating activities	(4,815)	(2,865)
Cash flows from investing activities
Cash flows from financing activities:
Proceeds from sale of common stock
Capital contributions	4,815	2,865
Net cash provided by financing activities	4,815	2,865
Net increase in cash
Cash, beginning of period
Cash, end of period	0
Supplemental disclosures of cash flow information:
Interest paid
Income taxes paid

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Note 1 - Interim Financial Statements

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Basis of Accounting [Text Block]

NOTE

1

– INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of

March 31, 2018

and for the

three

months ended

March 31, 2018

and

2017

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, 2018

and the results of operations and cash flows for the

three

months ended

March 31, 2018

and

2017.

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, 2018

are

not

necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending

December 31, 2018.

The balance sheet at

December 31, 2017

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, 2017

as included in our report on Form

10

-K.

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Note 2 - Organization

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Nature of Operations [Text Block]

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.

XML

Note 3 - Going Concern Uncertainty

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

NOTE

3

–GOING CONCERN UNCERTAINTY

At

March 31, 2018,

the Company had

no

cash and for the period

January 1, 2018

to

March 31, 2018,

the Company incurred a net loss of

$7,415.

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.

XML

Note 4 - Stockholders' Equity

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

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 2018,

the Second Stockholder, Third Stockholder and Fourth Stockholder made capital contributions to the Company of

$223,552.

XML

Note 5 - Income Taxes

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Income Tax Disclosure [Text Block]

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 to income (loss) before income taxes. The income tax rate was

21%

and

34%

for the

three

months ended

March 31, 2018

and

2017,

respectively. The sources of the difference are as follows:

	Three months Ended March 31, 2018			Three months Ended March 31, 2017
Expected tax	$	(1,557	)	$	(2,496	)
Increase in valuation allowance		1,557			2,496
Income tax provision	$	-		$	-

Significant components of the Company's deferred income tax assets are as follows:

	March 31, 2018			December 31, 2017
Net operating loss carryforward	$	51,733		$	50,176
Less valuation allowance		(51,733	)		(50,176	)
Income tax provision	$	-		$	-

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.

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

$51,733

attributable to the future utilization of the

$246,347

net operating loss carryforward as of

March 31, 2018

will be realized. Accordingly, the Company has maintained a

100%

allowance against the deferred tax asset in the financial statements at

March 31, 2018.

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,

2032,

2033,

2034,

2035,

2036,

2037

and

2038

in the amounts of

$7,297,

$12,450,

$9,621,

$20,306,

$16,739,

$15,325,

$16,318,

$18,203,

$19,160,

$20,410,

$20,535,

$19,605,

$23,278,

$19,685

and

$7,415

respectively.

XML

Note 6 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

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.

XML

Note 5 - Income Taxes (Tables)

3 Months Ended

Mar. 31, 2018

Notes Tables

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Three months Ended March 31, 2018			Three months Ended March 31, 2017
Expected tax	$	(1,557	)	$	(2,496	)
Increase in valuation allowance		1,557			2,496
Income tax provision	$	-		$	-

Cumulative Schedule of Components of Income Tax Expense Benefit [Table Text Block]

	March 31, 2018			December 31, 2017
Net operating loss carryforward	$	51,733		$	50,176
Less valuation allowance		(51,733	)		(50,176	)
Income tax provision	$	-		$	-

XML

Note 3 - Going Concern Uncertainty (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Cash and Cash Equivalents, at Carrying Value, Ending Balance	$ 0
Net Income (Loss) Attributable to Parent, Total	$ (7,415)	$ (7,340)

XML

Note 4 - Stockholders' Equity (Details Textual)	1 Months Ended			9 Months Ended	19 Months Ended	139 Months Ended
	Jun. 30, 2006 shares	Aug. 31, 2005 shares	Mar. 31, 2004 USD ($) $ / shares shares	Jun. 30, 2006 USD ($)	Sep. 30, 2005 USD ($)	Mar. 31, 2018 USD ($) $ / shares	Dec. 31, 2017 $ / shares
Stock Issued During Period, Shares, New Issues | shares			500,000
Common Stock, Par or Stated Value Per Share | $ / shares			$ 0.001			$ 0.001	$ 0.001
Stock Issued During Period, Value, New Issues | $			$ 500
First Stockholder [Member]
Adjustments to Additional Paid in Capital, Capital Contributions | $					$ 13,951
Percentage After Transaction		5.00%
Second Stockholder [Member]
Adjustments to Additional Paid in Capital, Capital Contributions | $				$ 7,744
Shares Sold by Shareholder Shares | shares		475,000
Percentage Sold by Shareholder Shares		95.00%
Third and Fourth Stockholder [Member]
Shares Sold by Shareholder Shares | shares	237,500
Shares Acquired by New Stockholder | shares	118,750
Second, Third and Fourth Stockholder [Member]
Adjustments to Additional Paid in Capital, Capital Contributions | $						$ 223,552
Number of Unrelated Parties	2			2

XML

Note 5 - Income Taxes (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	34.00%
Deferred Tax Assets, Operating Loss Carryforwards, Total	$ 51,733		$ 50,176
Operating Loss Carryforwards, Total	$ 246,347
Deferred Tax Assets Valuation Allowance Percentage	100.00%
Expires in 2024 [Member]
Operating Loss Carryforwards, Total	$ 7,297
Expires in 2025 [Member]
Operating Loss Carryforwards, Total	12,450
Expires in 2026 [Member]
Operating Loss Carryforwards, Total	9,621
Expires in 2027 [Member]
Operating Loss Carryforwards, Total	20,306
Expires in 2028 [Member]
Operating Loss Carryforwards, Total	16,739
Expires in 2029 [Member]
Operating Loss Carryforwards, Total	15,325
Expires in 2030 [Member]
Operating Loss Carryforwards, Total	16,318
Expires in 2031 [Member]
Operating Loss Carryforwards, Total	18,203
Expires in 2032 [Member]
Operating Loss Carryforwards, Total	19,160
Expires in 2033 [Member]
Operating Loss Carryforwards, Total	20,410
Expires in 2034 [Member]
Operating Loss Carryforwards, Total	20,535
Expires In 2035 [Member]
Operating Loss Carryforwards, Total	19,605
Expires in 2036 [Member]
Operating Loss Carryforwards, Total	23,278
Expires in 2037 [Member]
Operating Loss Carryforwards, Total	19,685
Expires in 2038 [Member]
Operating Loss Carryforwards, Total	$ 7,415

XML

Note 5 - Income Taxes - Income Tax Provision (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Expected tax	$ (1,557)	$ (2,496)
Increase in valuation allowance	1,557	2,496
Income tax provision	$ 0	$ 0

XML

Note 5 - Income Taxes - Significant Components of Deferred Income Tax (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Net operating loss carryforward	$ 51,733	$ 50,176
Less valuation allowance	(51,733)	(50,176)
Income tax provision