IC2E International 10QSB/A 2007 Q1 Quarterly report (small business) (amended)

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 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: 12,235,000 shares

Transitional Small Business Disclosure Format (check one) Yes ___ No X

Item 1.


IC2E INTERNATIONAL, INC.
(formerly: The Madonna Corporation)
(A Development Stage Company)
INTERIM BALANCE SHEETS
September 30, 2006 and June 30, 2006
(stated in US Dollars)
			(unaudited)	(audited)
			Sep 30, 06	Jun 30, 06
			$	$
ASSETS
	Current Assets
		Cash and cash equivalents	200,816	9,791
	Total Current Assets		200,816	9,791
LIABILITIES
	Current Liabilities
		Accounts payable & accrued liabilities	3,500	4,788
		Due to related parties (Note 3)	20,066	20,066
	Total Current Liabilities		23,566	24,854
STOCKHOLDERS' EQUITY (DEFICIENCY)
	Preferred stock
		10,000,000 shares authorized, $0.001 par value voting
		none issued
	Common stock
		100,000,000 shares authorized, $0.0001 par value, voting
		12,235,000 shares issued (June 2006: 8,160,000)	1,224	816
	Additional paid in capital		33,076	33,484
	Share issuance costs		(22,500)	0
	Share subscriptions received		215,000	0
	Deficit accumulated during the development stage		(49,550)	(49,363)
	Total Equity		177,250	(15,063)
TOTAL LIABILITIES & EQUITY			200,816	9,791

IC2E INTERNATIONAL, INC.
(formerly: The Madonna Corporation)
(A Development Stage Company)
INTERIM 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
(Unaudited)
(Stated in US Dollars)

		2006	2005	Jan 19, 2000 (Inception) to Sept 30, 2006
Expenses
	General and administrative expense	134	0	26,824
	Mineral Property Costs	0	0	22,500
	Exchange loss	53	0	226
Net loss for the period		($187)	$0	($49,550)
Basic and diluted loss per share		$ -	$ -
Weighted average number of shares outstanding		10,596,141	10,483,334

IC2E INTERNATIONAL, INC.
(formerly: The Madonna Corporation)
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the three months ended September 30, 2006 and 2005
and for the period January 19, 2000 (Date of Incorporation) to September 30, 2006
(Unaudited)
(Stated in US Dollars)

				2006	2005	January 19, 2000 (Inception) to September 30, 2006
				$	$	$
	OPERATING ACTIVITIES
		Net loss for the period		(187)	0	(49,550)
		Items not involving cash:
			Services paid by share issuance	0	0	500
			Mineral claims cost, paid by share issuance	0	0	22,500
		Change in non-cash working capital balance
		related to operations:
			Accounts payable & accrued liabilities	(1,288)	0	23,566
		Net cash provided by Operating Activities		(1,475)	0	(2,984)
	FINANCING ACTIVITIES
		Share issuance costs		(22,500)	0	(22,500)
		Share subscriptions received		215,000	0	226,300
		Net cash provided by Financing Activities		192,500	0	203,800
	Net cash increase for period			191,025	0	200,816
	Cash at beginning of period			9,791	0	0
	Cash at end of period			$ 200,816	$ -	$ 200,816

IC2E INTERNATIONAL, INC.
(formerly: The Madonna Corporation)
STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIENCY)
for the period from January 19, 2000 (Inception) to September 30, 2006
(in USD)
			Additional	Share
	Common Shares		Paid-in	Subscriptions	Accumulated
	Number	Par Value	Capital	Net	Deficit	Total
		$	$	$	$	$
Balance, Jan 19, 2000
(Date of incorporation)
Issued for services - at $0.0001	5,000,000	500				500
Issued for cash - 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	0	(912)	788
Net loss for the year					(685)	(685)
Balance, June 30, 2001	5,600,000	560	1,140	0	(1,597)	103
Net loss for the year					(718)	(718)
Balance, June 30, 2002	5,600,000	560	1,140	0	(2,315)	(615)
Issued for cash - 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	0	(4,502)	(2,702)
Net loss for the year					(3,475)	(3,475)
Balance, June 30, 2004	5,650,000	565	1,235	0	(7,977)	(6,177)
Issued for mineral claims at
$0.00375, Jan 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	0	(44,185)	(19,885)
Shares cancelled Sept 1, 2005	(3,500,000)	(350)	350
Issued for cash - at $1.00	10,000	1	9,999			10,000
Net loss for the year					(5,178)	(5,178)
Balance, June 30, 2006	8,160,000	816	33,484	0	(49,363)	(15,063)
Stock dividend 1.5 for 1 - Aug 7, 2006	4,075,000	408	(408)			0
Share issuance costs				(22,500)		(22,500)
Share subscriptions received				215,000		215,000
Net loss for Q1 2007					(187)	(187)
Balance, Sept 30, 2006	12,235,000	1,224	33,076	192,500	(49,550)	177,250

IC2E INTERNATIONAL, INC.

(formerly The Madonna Corporation)

(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. 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

The Company is a public company in the development stage. The Company’s business plan is to explore for possible commercial mineral production, on the 22 mineral claims located in Abrey Township, Northwestern Ontario, Canada.

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 $49,550 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 $20,066 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 4 -Issuance of Common Stock

On August 7, 2006 the board of directors of the registrant rescinded a previous resolution for a stock dividend of four additional shares of common stock for each share held and declared a stock dividend of one new share of common stock for each two shares held as at July 1, 2006, bringing the issued and outstanding common shares to 12,235,000.

During the period August 8, 2006 through September 30, 2006, the registrant allotted 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.

Note 5 –Subsequent Events

Subsequent to September 30, 2006 the following Class “A” common shares have been allotted, but not yet

issued:

Date

Cost

Total

October 10, 2006

8,000

$1.00

$8,000

October 10, 2006

5,000

$1.00

$5,000

November 2, 2006

80,000

$1.00

$80,000

November 3, 2006

35,000

$1.00

$35,000

November 7, 2006

50,000

$1.00

$50,000

November 8, 2006

500,000

$1.00

$500,000

November 20, 2006

10,000

$1.00

$10,000

November 20, 2006

250,000

$1.00

$250,000

November 26, 2006

30,000

$1.00

$30,000

November 26, 2006

10,000

$1.00

$10,000

November 26, 2006

10,000

$1.00

$10,000

November 26, 2006

10,000

$1.00

$10,000

December 1, 2006

50,000

$1.00

$50,000

December 1, 2006

10,000

$1.00

$10,000

December 1, 2006

20,000

$1.00

$20,000

December 5, 2006

10,000

$1.00

$10,000

December 21, 2006

10,000

$1.00

$10,000

Total

1,098,000

$1,098,000

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

IC2E International, Inc. 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 $49,550.

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.

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

None

Item

Unregistered Sales of Securities and Use of Proceeds

During the period covered by this report, the registrant allotted 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 4. Submission of matt4ers to a Vote of Security Holders

None

Item 5. Other Information

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

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.

IC2E International, Inc.

Dated March 14, 2007

/S/ Thomas Charlton

Thomas Charlton, President and Director

/S/ Douglas Morrison

Douglas Morrison, Secretary/Treasurer, Director,

Chief Financial Officer and Principal Accounting Officer

IC2E International Inactive 10QSB/A2007 Q1 Quarterly report (small business) (amended)