United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10Q SB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2005
[ ] 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 T2V 2R1 CANADA
(Address of principal executive office)
(403) 818-6440
Issuer's telephone number
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: 8,150,000 shares
Transitional Small Business Disclosure Format (check one) Yes ___ No X
1
Item 1.
THE MADONNA CORPORATION
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
December 31, 2005
(Unaudited)
2
THE MADONNA CORPORATION
(A Development Stage Company)
BALANCE SHEETS
December 31, 2005 and June 30,2005
(Stated in US Dollars)
DECEMBER 31, 2005 | JUNE 30, 2005 | |
LIABILITIES | ||
Current | ||
Accounts payable and accrued liabilities | $ 19,885 | $ 19,885 |
STOCKHOLDERS’ DEFICIENCY | ||
Preferred stock | ||
10,000,000 shares authorized, $0.001 par value none issued | ||
Common stock | ||
100,000,000 shares authorized, $0.0001 par value | ||
11,650,000 share issued (2004: 5,650,000) | 1,165 | 565 |
Additional paid-in capital | 23,135 | 1,235 |
Deficit accumulated during the development stage | ( 44,185) | ( 44,185) |
( 19,885) | ( 19,885) | |
$ - | $ - | |
SEE ATTACHED NOTES
3
THE MADONNA CORPORATION
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three and six month periods ended December 31, 2005 and 2004
and for the period January 19, 2000 (Inception) to December 31, 2005
(Stated in US Dollars)
(Unaudited)
January 19, 2000 | |||||
(Date of | |||||
Three months ended | Six months ended | Incorporation) to | |||
December 31, | December 31, | December 31, | |||
2005 | 2004 | 2005 | 2004 | 2004 | |
Expenses | |||||
General and administrative | $ 0 | $ 2,763 | $ 0 | $ 8,828 | $ 16,805 |
Net loss for the period | $ ( 0) | $ (2,763) | $ ( 0) | $ (8,828) | $ (16,805) |
Basic and diluted loss per share | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |
Weighted average number of shares outstanding | 2,141,666 | 565,000 | 2,141,666 | 565,000 | |
SEE ATTACHED NOTES
4
THE MADONNA CORPORATION
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the three month and six month periods ended December 31, 2005 and 2004
and for the period January 19, 2000 (Date of Incorporation) to December 31, 2005
(Stated in US Dollars)
(Unaudited)
Three Months Ended December 31, 2005 | Three Months Ended December 31, 2004 | Six Months Ended December 31, 2005 | Six Months Ended December 31, 2004 | January19, 2000 (Inception) to December 31, 2005 | |
Operating Activities | |||||
Net Loss for the period | $( -) | $( 2,763) | $( -) | $( 8,828) | $ 44,185 |
Items not involving cash Services paid by issuance of shares | - | - | - | - | 500 |
Cost of Mineral claims paid by issuance of shares | - | - | - | - | 22,500 |
Change in non-cash working capital Balance related to operations | |||||
Accounts Payable and accrued Liabilities | - | 2,763 | - | 8,828 | 19,885 |
- | - | - | - | ( 1,300) | |
Financing Activity Issue of Common Stock | - | - | - | - | 1,300 |
Change in cash during period | - | - | - | - | - |
Cash – beginning of period | - | - | - | - | - |
Cash – end of period | $ - | $ - | $ - | $ - | $ - |
SEE ATTACHED NOTES
5
THE MADONNA CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the period January 19, 2000 (Inception) to December 31, 2005
(Stated in US Dollars)
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 $0.0001 | 5,000,000 | 500 | - | - | 500 |
Issued for cash: | |||||
Common stock – at $0.002 | 600,000 | 60 | 1,140 | - | 1,200 |
Net loss for the period | - | - | - | ( 912) | ( 912) |
Balance, June 30, 2000 | 5,600,000 | 560 | 1,140 | ( 912) | 788 |
Net loss for the year | - | - | - | ( 685) | ( 685) |
Balance, June 30, 2001 | 5,600,000 | 560 | 1,140 | ( 1,597) | 103 |
Net loss for the year | - | - | - | ( 718) | ( 718) |
Balance, June 30, 2002 | 5,600,000 | 560 | 1,140 | ( 2,315) | ( 615) |
Issued for cash: | |||||
Common stock – at $0.002 | 50,000 | 5 | 95 | - | 100 |
Net loss for the year | - | - | - | ( 2,187) | ( 2,187) |
Balance, June 30, 2003 | 5,650,000 | 565 | 1,235 | ( 4,502) | ( 2,702) |
Net loss for the year | - | - | - | ( 3,475) | ( 3,475) |
Balance, June 30, 2004 | 5,650,000 | 565 | 1,235 | ( 7,977) | ( 6,177) |
Issued for mineral claims at $0.00375, January 14, 2005 | 6,000,000 | 600 | 21,900 | - | 22,500 |
Net Loss for the year | - | - | - | ( 36,208) | ( 36,208) |
Balance June 30, 2005 | 11,650,000 | 1,165 | 23,135 | ( 44,185) | ( 19,885) |
Cancelled September 1, 2005 | (3,500,000) | - | - | - | - |
Balance December 31, 2005 | 8,150,000 | $ 1,165 | $ 23,135 | $ ( 44,185) | $ (19,885) |
The common stock stated has been retroactively restated to reflect the 10 for 1 forward stock split, effective by resolution of the board of directors on January 5, 2005. In addition, the par value of the common stock has been retroactively restated to reflect a change in par value from $0.001 per share to $0.0001 per share.
SEE ATTACHED NOTES
6
THE MADONNA CORPORATION
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
December 31, 2005
(Unaudited)
Note 1
Interim Reporting
While the information is presented in the accompanying interim three months financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented. All adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the Company’s June 30, 2005 annual financial statements.
Note 2
Continuance of Operations
The financial statements have been prepared using generally accepted accounting principles 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, 2005, the Company has a working capital deficiency of $19,885, has yet to achieve profitable operations and has accumulated losses of $44,185 since its commencement. Its ability to continue as a going concern is dependent upon 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 come due.
Note 3
Related Party Transaction
Included in accounts payable and accrued liabilities at December 31, 2005 is $19,885due to a current and former director of the Company. This amount is unsecured, non-interest bearing and has no specific terms for repayment.
Note 4
Other Events
On September 1 2005 a shareholder and former Director of the Company returned 3,500,000 common shares to treasury for no consideration.
Note 5
On November 30, 2005, the registrant’s independent auditors, Amisano Hanson, Chartered Accountants were dismissed. There are not now, nor have there ever been any disagreements with Amisano Hanson regarding any accounting or financial disclosure matters. A copy of the Report on Form 8K was filed December 5, 2005. and is attached to this report as Exhibit 99.6.
A copy of the Report on Form 8K was filed December 5, 2005. and is attached to this report as Exhibit 99.6.
Item 2.
Management’sDiscussion and Analysis or Plan of Operation.
The Company has acquired an extensive block of 22 mineral claims called the Long Lake Project, Abrey Township, Northwestern Ontario. Assessment work was due on all of; the claims shortly after their acquisition through an issuance of shares to our President and CEO, Thomas Charlton. Subsequently, Mr. Charlton paid the necessary sum to keep all of the claims in good standing and no other mandatory work is due until the first quarter of 2006. Mr. Charlton also supplied us with a thorough engineering assessment of the mineral claims that outlined a recommended course of action. The recommendations are based on a phased exploration program that allows management, in consultation with our engineering and geological consultants, at the end of each phase of the program to determine whether to continue to the next stage.
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 June 30, 2005 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 the exploration program and 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. We believe that after obtaining a listing on the OTC Bulletin Board quotation system we will be able attract additional capital to implement our exploration program. There is no assurance, however, that funds will be available and be adequate to allow us to proceed. As each step or phase of the recommended exploration program is completed and we decide to go on to the next phase 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.
7
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
None
Item
2.
Changes in Securities
On January 15, 2005 the registrant’s Board of Directors unanimously passed a resolution to affect a ten to one forward split of the registrant’s common stock.
Item 3.
Defaults Upon Senior Securities
Not Applicable
Item 6.
Exhibits and Reports on Form 8K
On November 30, 2005, the registrant’s independent auditors, Amisano Hanson, Chartered Accountants were dismissed. There are not now, nor have there ever been any disagreements with Amisano Hanson regarding any accounting or financial disclosure matters. A copy of the Report on Form 8K was filed December 5, 2005. and is attached to this report as Exhibit 99.5.
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
Exhibit 99.5
Report on Form 8K
8
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 January 31, 2006
/S/ Thomas Charlton
Thomas Charlton, President and Director
/S/ Lance R. Larsen
Lance R. Larsen, Secretary/Treasurer, Director and
Chief Accounting Officer
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