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 September 30, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
Commission file Number 0 - 32445
IC2E INTERNATIONAL, INC.
(Formerly 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
September 30, 2006
(Unaudited)
2
IC2E INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEETS
September 30, 2006 and June 30, 2006
September 30 June 30
ASSETS | 2006 | 2006 |
Current Assets | | |
Cash and cash equivalents | $ 200,816 | $ 9,791 |
Total Current Assets | $ 200,816 | $ 9,791 |
LIABILITIES |
Current | | |
Accounts payable and accrued liabilities | $ 23,566 | $ 24,854 |
Total Current Liabilities | 23,566 | 24,854 |
STOCKHOLDERS’ DEFICIENCY |
Preferred stock | | |
10,000,000 shares authorized, $0.0001 par value none issued | | |
Common stock | | |
100,000,000 shares authorized, $0.0001 par value | | |
8,380,000 shares issued (June 302006:8,160,000) | 838 | 816 |
Additional paid-in capital | 248,462 | 33,484 |
Deficit accumulated during the development stage | ( 72,050) | ( 49,363) |
| | | |
Total Equity | 177,250 | ( 15,063) |
| | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 200,816 | $ 9,791 |
| | | |
SEE ATTACHED NOTES
3
IC2E INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the three month periods ended September 30, 2006 and 2005
and for the period January 19, 2000 (Date of Incorporation) to September 30, 2006
(Stated in US Dollars)
| | | | January 19, 2000 |
| | | | (Inception) |
| | | | to |
| | | September 30, |
| | 2006 | 2005 | 2006 |
Expenses |
|
|
|
General and administrative expense | $ 22,634 | $ 0 | $ 49,324 |
Mineral Property Costs – Note 3 Exchange Gain/Loss |
53 |
0 | 22,500 226 |
Net loss for the period | $ ( 22,687) | $ 0 | $ ( 72,050) |
| | | | |
Basic and diluted loss per share | $ ( 0.00) | $ 0.00 | |
| | | | |
Weighted average number of shares outstanding | 8,221,250 | 8,896,575 | |
| | | | |
SEE ATTACHED NOTES
4
IC2E INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the three month periods ended September 30, 2006 and 2005
and for the period January 19, 2000 (Date of Incorporation) to September 30, 2006
| | | | January 19, 2000 |
| | | | (Inception) |
| | | | to |
| | | September 30, |
| | 2006 | 2005 | 2006 |
Operating Activities | | | |
Net loss for the period | $ ( 22,687) | $ ( 0) | $ ( 72,050) |
Items not involving cash: | | | |
Services paid by issuance of shares | 0 | 0 | 500 |
Mineral claims cost, paid by issuance of shares |
0 |
- |
22,500 |
Change in non-cash working capital balance related to operations | | | |
Accounts payable and accrued liabilities | ( 1,288) | 0 | 23,566 |
Net Cash Provided by Operating Activities | ( 23,975) | 0 | ( 25,484) |
| | | | |
Financing Activity | | | |
Issue of common stock | 215,000 | 0 | 226,300 |
Change in cash during the period | 191,025 | 0 | 200,816 |
| | | | |
Cash, beginning of the period | 9,791 | 0 | 0 |
| | | | |
Cash, end of the period | $ 200,816 | $ 0 | $ 200,816 |
| | | | |
SEE ATTACHED NOTES
IC2E INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2006
(Unaudited)
Note 1 –Interim Reporting
While the information 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. Al adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the Company’s June 30, 2006 annual financial statements.
Note 2 -Continuance of Operations
The Company is a public company in the development stage. The Company’s business plan is to seek, investigate and if warranted, acquire one or more properties or businesses. The Company’s activities thus far have been organizational, directed at raising its initial capital and developing its business plan.
The financial statements of the Company have been prepared in accordance with 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 during the ordinary course of operations. The Company has a working capital surplus of $177,344 as of September 30, 2006 and has accumulated a deficit of $71,956 since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
Note 3 –Related Party Transaction
Included in the accounts payable and accrued liabilities at September 30, 2006 is $23,566 due to a current and a former director of the Company. This amount is unsecured, non-interest bearing and has no specific terms of repayment.
Note - 4Issuance of Common Stock
During the period July 1, 2006 through September 30, 2006, the registrant issued 215,000 shares of common stock to several individuals and companies at a [price of $ 1.00 per share. These shares were issued in reliance of the exemption from registration provided by Regulation S. All subscribers are non-residents of the United States.
5
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.
Our management team is examining alternate business opportunities both within the natural resource exploration sector and without. No decision has been made as to any alternate business opportunity or opportunities although some discussions have taken place.
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. Our balance sheet for the period ending September 30, 2006 shows cash and cash equivalents on hand of $200, 816 with current liabilities of $23,566 and accrued deficits since inception of $72,050.
Item 3. Controls and Procedures
(A) | Evaluation Of Disclosure Controls And Procedures |
| |
| | As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance that our disclosure control objectives are achieved. Our principal executive officer and principal accounting officer have concluded that our disclosure controls and procedures are, in fact, effective at providing this reasonable level of assurance as of the period covered. |
| |
(B) | Changes In Internal Controls Over Financial Reporting |
| |
| | In connection with the evaluation of our internal controls during our last fiscal quarter, our principal executive officer and principal accounting officer have determined that there are no changes to our internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal controls. |
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PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
None
Item
2.
Unregistered Sales of Securities and Use of Proceeds
During the period covered by this report, the registrant issued 215,000 shares of its common stock to several individuals and corporations at a price of $ 1.00 per share for total gross proceeds of $215,000. All of these shares were subscribed for by non-residents of the United States and were issued in reliance on the exemption offered by Regulation S of the Act.
Item 3.
Defaults Upon Senior Securities
Not Applicable
Item 6.
Exhibits and Reports on Form 8K
Exhibit 31.1
Certification of Chief Executive Officer
Exhibit 31.2 Certification of Chief Accounting Officer
Exhibit 32.1
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 32.2
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 99.1
Report on Form 8K
Exhibit 99.2
Report on Form 8K
7
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 March 14, 2007
/S/ Thomas Charlton
Thomas Charlton, President and Director
/S/ Douglas Morrison
Douglas Morrison, Secretary/Treasurer, Director,
Chief Financial Officer and Principle Accounting Officer
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