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, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
Commission file Number 0 - 32445
IC2E INTERNATIONAL, INC.
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.
IC2E INTERNATIONAL, INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
December 31, 2006
(Unaudited)
2
IC2E INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, 2006 and June 30, 2006
(Prepared by Management)
| | December 31 2006 | June 30 2006 |
ASSETS | | |
Current | | |
Cash and Cash Equivalents | $ 1,264,208 | $ 9,791 |
Prepaid Expenses | 1,831 | 0 |
Interest Receivable | 939 | 0 |
Due from Related Parties | 4,591 | 0 |
| | | |
Total Current Assets | 1,271,569 | $ 9,791 |
| | | |
LIABILITIES |
Current | | |
Accounts payable and accrued liabilities | $ 28,985 | $ 24,854 |
Total Current Liabilities |
28,985 |
$ 24,854 |
STOCKHOLDER EQUITY |
Preferred stock |
|
|
10,000,000 shares authorized, $0.001 par value none issued |
|
|
Common stock |
|
|
100,000,000 shares authorized, $0.0001 par value |
|
|
9,473,000 share issued (June 2006: 8,160,000) | 947 | 816 |
Additional paid-in capital | 1,346,353 | 33,484 |
Share Issuance Costs | 1,000 | 0 |
Deficit accumulated during the development stage | ( 103,716) | ( 49,363) |
| | | |
Total Equity | 1,242,584 | ( 15,063) |
| | | |
TOTAL LIABILITIES AND STOCKHOLDER EQUITY | $ 1,271,569 | ( 9,791) |
SEE ATTACHED NOTES
3
IC2E INTERNATIONAL, INC.
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three and six month periods ended December 31, 2006 and 2005
and for the period January 19, 2000 (Inception) to December 31, 2006
(Prepared by Management)
| | | | | | January 19, 2000 |
| | | | | | (Date of |
| | Three months ended | Six months ended | Incorporation) to |
| | December 31, | December 31, | December 31, |
| | 2006 | 2005 | 2006 | 2005 | 2006 |
| |
|
|
|
|
|
Expenses |
|
|
|
|
|
General and administrative | $ 31,362 | $ 0 | $ 53,896 | $ 0 | $ 80,586 |
Mineral Property Costs | | | | | 22,500 |
Exchange Gain/Loss | 404 | 0 | 457 | 0 | 630 |
| | | | | | |
Net loss for the period | (31,666) | 0 | 00 | 0 | $ (103,716) |
| | | | | | |
Basic and diluted loss per share | $ 0.00 | $ 0.00 | 0.00 0.00 | $ 0.00 | |
| | | | | | |
Weighted average number of shares outstanding |
8,902,250 |
2,141,666 |
8,588,429 |
2,141,666 |
|
| | | | | | |
SEE ATTACHED NOTES
4
IC2E INTERNATIONAL, INC.
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the three month and six month periods ended December 31, 2006 and 2005
and for the period January 19, 2000 (Date of Incorporation) to December 31, 2006
(Stated in US Dollars)
(Unaudited)
| |
Three Months Ended December 31, 2006 |
Three Months Ended December 31, 2005 |
Six Months Ended December 31, 2006 |
Six Months Ended December 31, 2005 |
January19, 2000 (Inception) to December 31, 2006 |
| | | | | | |
Operating Activities | | | | | |
Net Loss for the period | $ (31,666) | $ 0 | $ (54,353) | $ 0 | $ 103,716 |
Items not involving cash Services paid by issuance of shares |
0 |
0 |
0 |
0 |
500 |
Cost of Mineral claims paid by issuance of shares |
0 |
0 |
0 |
0 |
22,500 |
| | | | | | |
Change in non-cash working capital Balance related to operations | | | | | |
Receivables | ( 939) | | ( 939) | | ( 939) |
Prepaid Expenses | ( 1,831) | | ( 1,831) | | ( 1,831) |
Due from Related Party | ( 4,591) | | ( 4,591) | | ( 4,591) |
Accounts Payable and accrued Liabilities |
5,419 |
0 | 4,131 |
0 |
28,985 |
Net Cash Provided by Operating Activities |
( 33,608) |
0 |
( 57,583) |
0 |
( 59,092) |
| | | | | | |
Financing Activity Issue of Common Stock |
1,097,000 |
0 | 1,312,000 |
0 |
(1,323,300) |
| | | | | | |
Net Cash Increase for the Period | 1,063,000 | 0 | 1,254,000 | 0 | 1,264,208 |
| | | | - | | |
Cash – beginning of period | 200,816 | 0 | 9,791 | 0 | - |
| | | | | | |
Cash – end of period | $1,264,208 | $ 0 | 1,264,208 | $ 0 | $ 1,264,208 |
| | | | | | |
| | | | | | |
SEE ATTACHED NOTES
5
IC2E INTERNATIONAL, INC.
(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, 2006 annual financial statements.
Note 2
Continuance of Operations
IC2E International, Inc. (formerly The Madonna Corporation) is a non-trading reporting 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 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, 2006, the Company had working capital of $1,264,208, has yet to achieve profitable operations and has accumulated losses of $103,716 since its inception.
Note 3
Mineral Property
By an agreement dated January14, 2005 the Company acquired from the President of the Company a 100% interest in 22 mineral claims located in the Thunder Bay Mining District, Abrey Township, Ontario, Canada in consideration of 6,000,000 common shares of the Company. Subsequently, management has determined to abandon these claims.
Note 4.
Related Party Transaction
Included in accounts payable and accrued liabilities at December 31, 2006 is $23,566 due to a current and former director of the Company. This amount is unsecured, non-interest bearing and has no specific terms for repayment.
Item 2.
Management’sDiscussion and Analysis or Plan of Operation.
In January, 2005, we 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 2007. Mr. Charlton also supplied us with a thorough engineering assessment of the mineral claims that outlined a recommended course of action. Management decided to abandon their plans for the exploration of these claims in light of another and, in its opinion, greater opportunity.
As a result we have concentrated our efforts in raising additional capital and formulating a new business plan. Detailed discussions have been held with IC2E, Inc. an Alberta corporation with the purpose of achieving a reverse take over of that company through an exchange of shares. IC2E, Inc. owns an advanced system of medical software that is receiving positive response from both government and the medical establishments in both Canada and the USA. A detailed letter of intent is presently being prepared and formal contracts should be in place and executed following the ratification of the agreement at the annual meeting of shareholders to be held by both corporations on or before August 31, 2007.
The boards of directors of both IC2E, Inc. and IC2E International, Inc. contain many individuals that are officer and directors of both corporations. Because of a possible conflict of interest, finalizing of the reverse merger will be subject to shareholder ratification by both companies.
We will file a report on Form 8K promptly upon the execution of the letter of intent.
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 December 31, 2006 reflects current assets of $ 1,264,000 in the form of cash and cash equivalents, total assets of $ 1,271,569 and net assets of $1,242,584.
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 accounting 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 financial officer has 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
6
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
None
Item
2.
Changes in Securities
During the six month period ending December 31, 2007 we have issued 1,313,000 shares of our common stock for an aggregate price of $1,312,300.
Item 3.
Defaults Upon Senior Securities
Not Applicable
Item 6.
Exhibits and Reports on Form 8K
Exhibit 31.1
Certification of Principal Executive Officer
Exhibit 31.2
Certification of Principal 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.
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 April 27, 2007
/S/ Thomas Charlton
Thomas Charlton, President and Director
/S/ Douglas Morrison
Douglas Morrison, Secretary/Treasurer, Director,
Chief Financial Officer and Principle Accounting Officer
7
