UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 12, 2005
Madison Avenue Holdings Inc.
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(Exact name of Registrant as specified in charter)
Delaware 000-50655 20-0823997
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
428 South Atlantic Blvd., Suite 328, Monterey Park, CA 91754
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626-576-4333)
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c/o Cesar Villavicencio
344 E. 50th Street
New York, New York 10022
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
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Madison Avenue Holdings Inc. (the "Company") has entered into a Stock
Purchase Agreement dated as of July 8, 2005. The other parties to the agreement
are Acer Limited ("Acer"), a British Virgin Islands company owned and controlled
by Cesar Villavicencio, and Alex Kam ("Kam"). Under the Stock Purchase
Agreement, Acer agreed to sell to Kam 475,000 shares of common stock of the
Company, constituting 95% of the issued and outstanding common stock of the
Company (the "Shares"). The purchase price for the Shares is $120,000. The
source of funds used by Kam to purchase the Shares was his personal funds.
Additionally, the Company agreed under the Stock Purchase Agreement that, in
exchange for Acer's efforts in procuring Kam'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
Kam (a "Business Combination"), it will issue such number of new shares of the
common stock of the Company (the "New Shares") to Acer so that Acer will
continue to retain 5% of equity ownership in the Company immediately after the
close of any Business Combination. The transaction is expected to be closed on
August 16, 2005.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
10.1 Stock Purchase Agreement dated July 8, 2005, among Madison Avenue
Holdings Inc., Acer Limited and Alex Kam.
17.1 Resignation from Cesar Villavicencio dated July 8, 2005.
Signatures
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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 hereunto duly authorized.
MADISON AVENUE HOLDINGS INC.
August 12, 2005 By: /s/ Cesar Villavicencio
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Cesar Villavicencio
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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10.1 Stock Purchase Agreement dated July 8, 2005, among Madison
Avenue Holdings Inc., Acer Limited and Alex Kam.
17.1 Resignation from Cesar Villavicencio dated July 8, 2005.