(Mark One)

OR

For the transition period from ______to______

Commission File Number  Number:000-50655

3505 Hart Ave., Suite 201, Rosemead, CA 91770(626)-576-4333

(Address of principal executive offices) (Zip Code)

(626)-576-4333

(Registrant'sRegistrant’s telephone number, including area code)

Not Applicable

(Former name,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 registrantissuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]   No[   ]☒   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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes [   ]☒   No [X]☐

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

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☒ No☐

Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common stock as of the latest practicable date: As of November 12, 2019, there were 500,000 shares outstanding as of November 9, 2018.$0.001 par value common stock, issued and outstanding.

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three and NineMonths Ended nine months ended September 30, 2018 30, 2019 and 20172018

(Unaudited)

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three and Nine Months Ended nine months ended September 30, 20182019 and 20172018

(Unaudited)

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three and NineMonths Ended nine months ended September 30, 2018 30, 2019 and 20172018

(Unaudited)

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.

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three and NineMonths Ended nine months ended September 30, 2018 30, 2019 and 20172018

(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 $53,503$57,757 attributable to the future utilization of the $254,775$275,035 net operating loss carryforward as of September 30, 20182019 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at September 30, 2018.2019. The Company will continue to review this valuation allowance and make adjustments as appropriate. $238,932 of the $254,775$275,035 net operating loss carryforward expires in years 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2033, 2034, 2035, 2036 and 2037 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 and $19,685, respectively. The remaining $15,843 (the pretax loss for the nine months ended September 30, 2018)$36,103 of the $254,775$275,035 net operating loss carryforward does not expire and can be carried forward indefinitely to offset future taxable income.

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

Search Business Opportunities.

           Madison Avenue Holdings, Inc. ("MAHI") plansThe following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to 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.

           MAHIfuture events or our future performance. Actual results 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 consultantsmaterially differ from those projected in the businessforward-looking statements as a result of certain risks and financial communities for referrals of potential target companies. Thereuncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that MAHIthe underlying assumptions will, locate a target companyin fact, prove to be correct or that a business combinationactual results will not be successful.different from expectations expressed in this report.

Management of MAHIBUSINESS OVERVIEW

           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,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 sole 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 combinationBusiness 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 combinationBusiness Combination or has consummated a business combinationBusiness 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 partyBusiness Combination cannot be predicted, it is expectedanticipated that the parties to the business transaction willBusiness Combination would desire to avoid the creation of a taxable event and therebytherefore structure the acquisition intransaction as a tax-free reorganization under SectionsSection 351 or 368 of the Internal Revenue Code of 1986, as amended.

Depending upon, among other things, the target company’scompany'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.Business Combination. 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 Except for Acer, any Business Combination 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 towill participate in a business combinationBusiness Combination only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements willwould require certain representations and warranties of the parties thereto, willwould specify certain events of default, willwould detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and willwould include miscellaneous other terms.

If MAHI stops or becomes unable to continue to pay theits 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.

UndertakingsMAHI currently has no revenues. Expenses which comprise the costs of goods sold include mainly include legal, accounting, Edgar filing fees, Delaware registered agent fees, Delaware franchise tax fees, general tax requirements and Understandings Required of Target Companiesthe cost to remain SEC reporting.

           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 OperationsRESULTS OF OPERATION

Three Months ended September 30, 2018,2019, compared to Three Months ended September 30, 2017:2018:

MAHI has no revenues, as it has no products or services. MAHI’s general and administrative expenses (and net loss) wereincreased $125 from $4,115 in the three months ended September 30, 2018 and 2017.to $4,240 in the three months ended September 30, 2019.

Nine Months ended September 30, 2018,2019, compared to Nine Months ended September 30, 2017:2018:

MAHI’s general and administrative expenses (and net loss) increased by $273$302 from $15,570 in the nine months ended September 30, 2017 to $15,843 in the nine months ended September 30, 2018.2018 to $16,145 in nine months ended September 30, 2019.

Liquidity and Capital ResourcesLIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2018,2019, 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 notWe have any off-balance sheet arrangements thatsustained significant net losses which have orresulted in an accumulated deficit at September 30, 2019 of $275,035 and are reasonably likelycurrently experiencing a substantial shortfall in operating capital which raises doubt about our ability 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 uscontinue as a going concern. MAHI's cash is inadequate to pay allWe generated a net loss for the nine months ended September 30, 2019 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$16,145. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue operations.

We believe that our capital resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand our business. We will likely require considerable amounts of financing ifto make any significant advancement in our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and when required,we cannot assure you that we will be available. The financial statements do not includeable to raise any adjustments relatingadditional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company and our business, and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in the recoverability and classification of recorded assets and classification of liabilities that might be necessary should MAHI be unable to continue its existence.Company.

Critical Accounting PoliciesCRITICAL ACCOUNTING PRONOUNCEMENTS

Our financial statements and related public financial information are based on the application of generally accepted accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates;estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenuerevenues 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 endedincluded in our December 31, 2017.2018 Form 10-K. While all of 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 havecause a significantmaterial effect on our results of operations, financial position or liquidity for the periods presented in this report.

If applicable in the future, we will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

RECENT ACCOUNTING PRONOUNCEMENTS

We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

OFF-BALANCE SHEET ARRANGEMENTS

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

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market RiskRisks

Not applicable.applicable because we are a smaller reporting company.

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures.Procedures 

           UnderPursuant to Rule 13a-15(b) under the supervision andSecurities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the principal executive officerCompany’s Chief Executive Officer (“CEO”) and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report,report. Based upon that evaluation, the Company conducted an evaluation of the effectiveness of the designCompany’s CEO and operation ofprincipal financial officer concluded that 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 designedwere not effective to provide reasonable assuranceensure that the information required to be includeddisclosed by the Company in the Company’s reports to Securities andthat the Company files or submits under the Exchange Commission (“SEC”)Act, is recorded, processed, summarized and reported, within the time periods specified in SECthe SEC’s rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to ourthe Company’s management, including our principal executive officerthe Company’s CEO and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation,disclosure as a result of continuing material weaknesses (such as the Company’s principal executive officerabsence of an audit committee and principal financial officer concluded that, asabsence 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 purposesqualified independent directors) 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 September 30, 2018, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect ourits internal control over financial reporting.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal ProceedingsProceedings.

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

Item 1A. Risk Factors

Not applicable.applicable because we are a smaller reporting company.

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

Not applicable.None 

Item 3. Defaults Upon Senior SecuritiesSecurities.

Not applicable.None 

Item 4. Mine Safety DisclosureDisclosures

Not applicable.Applicable.

Item 5. Other InformationInformation.

Not applicable.None.

Item 6. ExhibitsExhibits.