United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10Q SB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
Commission file Number 0 - 32445
THE MADONNA CORPORATION
Exact name of small business issuer as specified in its charter
Colorado 98 - 0219214
(State or other jurisdiction of
I.R.S. Employer
incorporation or organization)
Identification Number
7816 CALLA DONNA PLACE, SW, CALGARY, AB T2V2R1 CANADA
(Address of principal executive office)
(403) 818-6440
Issuer's telephone number
3215 MATHERS AVENUE, WEST VANCOUVER, BC V8K 2R2 CANADA
(Former name, former address and former fiscal year, if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the registrant filed all documents and reports required
To be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
Securities under a plan confirmed by a court. Yes ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's
common equity as of the last practicable date: 565,000 shares
Transitional Small Business Disclosure Format (check one) Yes ___ No X
Item 1.
THE MADONNA CORPORATION
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
December 31, 2004
(Stated in US Dollars)
(Unaudited)
SEE ACCOMPANYING NOTES
THE MADONNA CORPORATION
(A Development Stage Company)
INTERIM BALANCE SHEETS
December 31, 2004 and June 30, 2004
(Stated in US Dollars)
(Unaudited)
December 31, | June 30, | ||
2004 | 2004 | ||
LIABILITIES | |||
Current | |||
Accounts payable and accrued liabilities | $ 15,005 | $ 6,177 | |
STOCKHOLDERS’ DEFICIENCY | |||
Preferred stock | |||
10,000,000 | shares authorized, $0.001 par value | ||
None issued | |||
Common stock | |||
100,000,000 | shares authorized, $0.001 par value | ||
565,000 | shares issued (June 30, 2004: 565,000) | 565 | 565 |
Additional paid-in capital | 1,235 | 1,235 | |
Deficit accumulated during the development stage | (16,805) | (7,977) | |
(15,005) | (6,177) | ||
$ - | $ - | ||
SEE ACCOMPANYING NOTES
THE MADONNA CORPORATION
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three and six months ended December 31, 2004 and 2003
and for the period January 19, 2000 (Date of Incorporation) to December 31, 2004
(Stated in US Dollars)
(Unaudited)
January 19, 2000 | |||||
(Date of | |||||
Three months ended | Six months ended | Incorporation) to | |||
December 31, | December 31, | December 31, | |||
2004 | 2003 | 2004 | 2003 | 2004 | |
Expenses | |||||
General and administrative | $ 2,763 | $ 480 | $ 8,828 | $ 1,500 | $ 16,805 |
Net loss for the period | $ (2,763) | $ (480) | $ (8,828) | $ (1,500) | $ (16,805) |
Basic and diluted loss per share | $ 0.00 | $ 0.00 | $ 0.02 | $ 0.00 | |
Weighted average number of shares outstanding | 565,000 | 565,000 | 565,000 | 565,000 | |
SEE ACCOMPANYING NOTES
THE MADONNA CORPORATION
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the six months ended December 31, 2004 and 2003
and for the period January 19, 2000 (Date of Incorporation) to December 31, 2004
(Stated in US Dollars)
(Unaudited)
January 19, 2000 | |||
(Date of Incor- | |||
Poration) to | |||
December 31, | December 31, | ||
2004 | 2003 | 2004 | |
Operating Activities | |||
Net loss for the period | $ (8,828) | $ (1,500) | $ (16,805) |
Change in non-cash working capital balance related to Operations | |||
Accounts payable and accrued liabilities | 8,828 | 1,500 | 15,005 |
- | - | (1,800) | |
Financing Activity | |||
Issue of common stock | - | - | 1,800 |
Increase (decrease) in cash during the period | - | - | - |
Cash, beginning of the period | - | - | - |
Cash, end of the period | $ - | $ - | $ - |
Supplementary disclosure of cash flow information: | |||
Cash paid for: | |||
Interest | $ - | $ - | $ - |
Income Taxes | $ - | $ - | $ - |
SEE ACCOMPANYING NOTES
THE MADONNA CORPORATION
(A Development Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS’ DEFICIENCY
for the period January 19, 2000 (Date of Incorporation) to December 31, 2004
(Stated in US Dollars)
(Unaudited)
Deficit | |||||
Accumulated | |||||
Additional | During the | ||||
Common Shares | Paid-in | Development | |||
Number | Par Value | Capital | Stage | Total | |
Balance, January 19, 2000 (Date of Incorporation) | - | $ - | $ - | $ - | $ - |
Issued for services – at $0.001 | 500,000 | 500 | - | - | 500 |
Issued for cash: | |||||
Common stock – at $0.02 | 60,000 | 60 | 1,140 | - | 1,200 |
Net loss for the period | - | - | - | (912) | (912) |
Balance, June 30, 2000 | 560,000 | 560 | 1,140 | (912) | 788 |
Net loss for the year | - | - | - | (685) | (685) |
Balance, June 30, 2001 | 560,000 | 560 | 1,140 | (1,597) | 103 |
Net loss for the year | - | - | - | (718) | (718) |
Balance, June 30, 2002 | 560,000 | 560 | 1,140 | (2,315) | (615) |
Issued for cash: | |||||
Common stock – at $0.02 | 5,000 | 5 | 95 | - | 100 |
Net loss for the year | - | - | - | (2,187) | (2,187) |
Balance, June 30, 2003 | 565,000 | 565 | 1,235 | (4,502) | (2,702) |
Net loss for the period | - | - | - | (3,475) | (3,475) |
Balance, June 30, 2004 | 565,000 | 565 | 1,235 | (7,977) | (6,177) |
Net loss for the period | - | - | - | (8,828) | (8,828) |
Balance, December 31, 2004 | 565,000 | $ 565 | $ 1,235 | $ (16,805) | $ (15,005) |
THE MADONNA CORPORATION
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
December 31, 2004)
(Stated in US Dollars)
(Unaudited)
Note 1
Interim Reporting
The accompanying unaudited interim financial statements have been prepared by The Madonna Corporation (the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally include in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments; consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended June 30, 2004, as filed with the United States Securities and Exchange Commission.
The results of operations for the six months ended December 31, 2004 are not indicative of the results that may be expected for the full year.
Note 2
Continuance of Operations
The interim financial statements have been prepared using generally accepted accounting in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. At December 31, 2004, the Company has a working capital deficiency of $ $15,005 which is not sufficient to meet its planned business objectives or to fund mineral property expenditures and ongoing operations for the next twelve months. The Company has accumulated losses of $16,805 since its commencement and has not yet achieved profitable operations. Its ability to continue as a going concern is dependent on the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they become due.
These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. The Company anticipates that additional funding will be in the form of equity financing from the sale of common stock. The Company may also seek to obtain short-term loans from the directors of the Company. There are no current arrangements in place for equity funding or short-term loans.
Note 3
Related Party Transactions
Included in the accounts payable and accrued liabilities at December 31, 2004 is $7,742 (June 30, 2004: $2,677) due to a former director of the Company. The amount is unsecured, non-interest bearing and has no specific terms of repayment.
SEE ACCOMPANYING NOTES
Note 4
Subsequent Events
i)
By a resolution dated January 15, 2005 the Company indicated its intention to forward split its issued and outstanding common shares on a 10 for 1 basis.
ii)
On January 15, 2005, the Company agreed to acquire a 100% undivided interest in mineral claims located in Northwestern Ontario by the issuance of 600,000 pre-split common shares of the Company. The vendor of these mineral claims is the President of the Company.
SEE ACCOMPANYING NOTES
Item 2.
Management’sDiscussion and Analysis or Plan of Operation.
The Company’s business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company has very limited capital, and it is unlikely that the Company will be able to take advantage of more than one such business opportunity.
The Company intends to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. At the present time the Company has not identified any business opportunity that it plans to pursue, nor has the Company reached any agreement or definitive understanding with any person concerning an acquisition.
Liquidity and Capital Resources
The Madonna Corporation remains in the development stage and, since inception, has experienced some small expenses for the preparation of financial statements and periodic reports as required by the Securities Exchange Act of 1934. Consequently, our balance sheet for the period ending December 31, 2004 reflects current assets of $ 0 in the form of cash, and total assets of $ 0.
The Madonna Corporation will carry out its plan of business as discussed above. We cannot predict to what extent liquidity and capital resources will be diminished prior to the consummation of a business combination.
We believe that our existing capital will not be sufficient to meet our cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act. A related party has advanced the sum of $7,742 to pay for the preparation and filing of required reports. There is no assurance, however, that funds will be available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company's needs for additional financing are likely to increase substantially.
No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available.
Irrespective of whether the cash assets prove to be inadequate to meet operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.
SEE ACCOMPANYING NOTES
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
None
Item
2.
Changes in Securities
None
Item 3.
Defaults Upon Senior Securities
Not Applicable
Item 4.
Submission of Matters to a Vote of Securities Holders
None
Item 6. Exhibits and Reports on Form 8K |
Exhibit 99.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003. |
Exhibit 99.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003. |
Exhibit 99.3 Controls And Procedures |
Exhibit 99.4 Certifications Of CEO And CFO Pursuant To Section 906 Of The Sarbanes-Oxley Act |
The Company filed a Form 8K on |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
THE MADONNA CORPORATION
Dated February 11, 2005
/S/ Thomas Charlton
Thomas Charlton, President and Director
/S/ Lance R. Larsen
Lance R. Larsen, Secretary/Treasurer and Director
