GUZOV OFSINK, LLC
ATTORNEYS-AT-LAW
600 MADISON AVENUE 14th FLOOR
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 371-8008 TELEFAX: (212) 688-7273
http://www.golawintl.com
June 20, 2006
Babette Cooper and Terence O'Brien
Office of Emerging Growth Companies
U.S. Securities and Exchange Commission
100 F St NE Stop 3561
Washington, DC 20549
Re: Madison Avenue Holdings, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2005
Filed March 30, 2006
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
Filed May 15, 2006
File No. 0-50655
Dear Ms Cooper and Ms. O'Brien,
Reference is made to your comment letter, dated May 26, 2006 to our
client, Madison Avenue Holdings, Inc. (the "Company"), relating to the subject
filings (the "Comment Letter"). Set forth below are the comments contained in
the Comment Letter followed by our response thereto:
Form 10-KSB for the Fiscal Year ended December 31, 2005
Item 8A. Controls and Procedures, page 8
1. Please revise to provide appropriate disclosures regarding changes in
internal control over financial reporting as required by Item 308(c) of
Regulation S-B.
Answer: We have amended Item 8A of the filing as required.
Form 10-QSB for the period ended March 31, 2006
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2. We note your disclosure that your officer concluded your disclosure
controls and procedures were effective in ensuring that material
information was reported. Revise to clarify, if true, that your officer
concluded that your disclosure controls and procedures are effective to
ensure that information required to be disclosed by the company in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
Commission's rules and forms. Also revise to clarify, if true, that your
officer concluded that your disclosure controls and procedures are
effective to ensure that information required to be disclosed in the
reports that you file or submit under the Exchange Act is accumulated and
communicated to your management to allow timely decision regarding
required disclosure. See Exchange Act Rule 13a-15(e).
Answer: We have amended Item 3 of the filing accordingly.
In accordance with your request, on behalf of the Company we represent as
follows:
o the Company acknowledges that the Company is responsible for the
adequacy and accuracy of the disclosure in the filings;
o the Company acknowledges that staff comments or changes to
disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
o the Company acknowledges that it may not assert staff comments as a
defense in any proceeding initiated by the Commission or any other
person under the federal securities laws of the United States.
Very truly yours,
Guzov Ofsink, LLC
By: /s/ Darren Ofsink
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Darren Ofsink, Esq.
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