UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐	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 of incorporation or organization)		(I.R.S. Employee Identification No.)

3505 Hart Avenue, Suite 201 Rosemead, California		91770
(Address of principal executive office)		(Zip Code)

(626)-576-4333

(Registrant’s telephone number, including area code)

Not Applicable

(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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	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 ☒ No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of May 10, 2021, there were 500,000 shares of $0.001 par value common stock, issued and outstanding.

MADISON AVENUE HOLDINGS INC.

Index to Financial Statements

	Page
Financial Statements:

Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020	F-2

Statements of Operations for the three months ended March 31, 2021 and 2020 (Unaudited)	F-3

Statements of Changes in Stockholders' Equity (Deficiency) for the three months ended March 31, 2021 and 2020 (Unaudited)	F-4

Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (Unaudited)	F-5

Notes to Financial Statements (Unaudited)	F-6 – F-9

F-1

MADISON AVENUE HOLDINGS INC.

Balance Sheets

	March 31,			December 31,
	2021			2020
	(Unaudited)
Assets

Current assets:
Cash	$	—		$	—
Prepaid expenses		3,000			—

Total current assets		3,000			—

Other assets		—			—

Total assets	$	3,000		$	—

Liabilities and Stockholders' Equity (Deficiency)

Current liabilities:
Accounts payable and accrued expenses	$	8,790		$	2,000

Total current liabilities		8,790			2,000

Other liabilities		—			—

Total liabilities		8,790			2,000

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		301,883			297,883
Accumulated deficit		(308,173	)		(300,383	)

Total stockholders' equity (deficiency)		(5,790	)		(2,000	)

Total liabilities and stockholders' equity (deficiency)	$	3,000		$	—

See notes to financial statements.

F-2

MADISON AVENUE HOLDINGS INC.

Statements of Operations

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 31, 2021			March 31, 2020

Revenues	$	—		$	—

Expenses:
General and administrative		7,790			7,790

Total expenses		7,790			7,790

Net loss	$	(7,790	)	$	(7,790	)

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 Changes in Stockholders' Equity (Deficiency)

(Unaudited)

	Three Months Ended March 31, 2021
					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity (Deficiency)

Balances, January 1, 2021		500,000		500	$	297,883	$	(300,383	)	$	(2,000	)

Company expenses paid by stockholders		—		—		4,000		—			4,000

Net loss		—		—		—		(7,790	)		(7,790	)

Balances, March 31, 2021		500,000		500	$	301,883	$	(308,173	)	$	(5,790	)

	Three Months Ended March 31, 2020
					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity (Deficiency)

Balances, January 1, 2020		500,000		500	$	275,833	$	(279,573	)	$	(3,240	)

Company expenses paid by stockholders		—		—		6,180		—			6,180

Net loss		—		—		—		(7,790	)		(7,790	)

Balances, March 31, 2020		500,000		500	$	282,013	$	(287,363	)	$	(4,850	)

See notes to financial statements.

F-4

MADISON AVENUE HOLDINGS INC.

Statements of Cash Flows

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 31, 2021			March 31, 2020

Cash flows from operating activities:
Net loss	$	(7,790	)	$	(7,790	)
Changes in operating assets and liabilities:
Prepaid expenses		(3,000	)		—
Accounts payable and accrued expenses		6,790			1,610

Net cash used in operating activities		(4,000	)		(6,180	)

Cash flows from investing activities		—			—

Cash flows from financing activities:
Proceeds from sale of common stock		—			—
Capital contributions		4,000			6,180

Net cash provided by financing activities		4,000			6,180

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-5

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three Months Ended March 31, 2021 and 2020

(Unaudited)

NOTE 1 – INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 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, 2021 and the results of operations and cash flows for the three months ended March 31, 2021 and 2020. 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, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2021. The balance sheet at December 31, 2020 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, 2020 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, 2021, the Company had no cash and for the period January 1, 2021 to March 31, 2021, the Company incurred a net loss of $7,790. 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-6

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three Months Ended March 31, 2021 and 2020

(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 July 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 May 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 2021, the Second Stockholder, Third Stockholder and Fourth Stockholder made capital contributions to the Company of $280,188.

F-7

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three Months Ended March 31, 2021 and 2020

(Unaudited)

NOTE 5 – INCOME TAXES

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 21% to income (loss) before income taxes. The sources of the difference are as follows:

	Three months Ended March 31, 2021			Three months Ended March 31, 2020


Expected tax	$	(1,636	)	$	(1,636	)

Increase in valuation allowance		1,636			1,636

Income tax provision	$	—		$	—

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

	March 31, 2021			December 31, 2020
Net operating loss carryforward	$	64,716		$	63,080

Less valuation allowance		(64,716	)		(63,080	)

Deferred income tax assets - net	$	—		$	—

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-8

MADISON AVENUE HOLDINGS INC.

Notes to Financial Statements

For the Three Months Ended March 31, 2021 and 2020

(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 $64,716 attributable to the future utilization of the $308,173 net operating loss carryforward as of March 31, 2021 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at March 31, 2021. The Company will continue to review this valuation allowance and make adjustments as appropriate. $238,932 of the $287,363 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 $69,241 of the $308,173 net operating loss carryforward does not expire and can be carried forward indefinitely to offset future taxable income.

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.

NOTE 7 – RELATED PARTY TRANSACTIONS

The stockholders funded $4,000 and $6,180 of Company’s operating expenses for the three months ended March 31, 2021 and 2020, respectively. The expenses paid on behalf the Company represent stockholder contributions as the Company is not obligated to repay its stockholders.

F-9

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

The 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 future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties 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 the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

BUSINESS OVERVIEW

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 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.

It is anticipated that any securities issued in any 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.

F-10

While the terms of a Business Combination cannot be predicted, it is anticipated that the parties to the Business Combination would desire to avoid the creation of a taxable event and therefore structure the transaction as a tax-free reorganization under Section 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 Business Combination. The percentage of ownership may be subject to significant reduction in the event MAHI acquires a target company with substantial assets. 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 will participate in a Business Combination only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements would require certain representations and warranties of the parties thereto, would specify certain events of default, would detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and would include miscellaneous other terms.

If MAHI stops or becomes unable to continue to pay its operating expenses, 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.

MAHI 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 the cost to remain SEC reporting.

RESULTS OF OPERATION

Three months ended March 31, 2021 and 2020.

MAHI has no revenues, as it has no products or services. MAHI’s general and administrative expenses (and net loss) were $7,790 in the three months ended March 31, 2020 and 2021.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2021, MAHI had no cash. Certain MAHI stockholders have been currently paying MAHI’s vendors directly as capital contributions to MAHI.

We have sustained significant net losses which have resulted in an accumulated deficit at March 31, 2021 of $308,173 and are currently experiencing a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. We generated a net loss for the three months ended March 31, 2021 of $7,790. 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 to make any significant advancement in our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be able to raise any additional 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 Company.

CRITICAL ACCOUNTING PRONOUNCEMENTS

Our financial statements and related public financial information are based on the application of generally accepted accounting principles 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, revenues 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.

F-11

Our significant accounting policies are summarized in Note 2 of our financial statements included in our December 31, 2020 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 cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.

We recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is 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 about Market Risks

Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’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. Based upon that evaluation, the Company’s CEO and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses (such as the absence of an audit committee and absence of qualified independent directors) in its 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.

F-12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information.

None.

F-13

Item 6. Exhibits.

Exhibit No.		Description
3.1		Certificate of Incorporation of Madison Ave. Holdings, Inc. (1)
3.2		Bylaws of Madison Ave. Holdings, Inc. (2)
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10-SB filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 29, 2004 (the” Form 10-SB”).

(2) Incorporated by reference to Exhibit 3.2 to the Form 10-SB.

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.

Date: May 10, 2021	By:	/s/ Alex Kam
		Alex Kam
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

F-14

MADISON AVE HOLDINGS INC 10-Q