IC2E International 10QSB/A 2007 Q2 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 March 31, 2007

[ ] 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: 13,548,000 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 CONSOLIDATED BALANCE SHEETS
March 31, 2007 and June 30, 2006
(stated in US Dollars)
			(unaudited)	(audited)
			Mar 31, 07	Jun 30, 06
ASSETS			$	$
	Current Assets
		Cash and cash equivalents	1,177,285	9,791
		Prepaid expenses	1,831	0
		Interest receivable	939	0
		GST recoverable (Note 4)	2,216	0
		Due from related parties (Note 3)	4,630	0
	Total Current Assets		1,186,901	9,791
	Fixed Assets
		Furniture and equipment (Note 5)	3,667	0
		Leasehold improvements (Note 5)	22,515	0
	Total Fixed Assets		26,182	0
TOTAL ASSETS			1,213,083	9,791
LIABILITIES
	Current Liabilities
		Accounts payable and accrued liabilities	2,830	4,788
		Due to related parties (Note 3)	24,591	20,066
	Total Current Liabilities		27,421	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
		13,548,000 shares issued (June 2006: 8,160,000)	1,355	816
	Additional paid in capital		1,345,945	33,484
	Share issuance costs		(34,100)	0
	Deficit accumulated during the development stage		(127,538)	(49,363)
	Total Equity		1,185,662	(15,063)
TOTAL LIABILITIES & EQUITY			1,213,083	9,791

IC2E INTERNATIONAL, INC.
(formerly: The Madonna Corporation)
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
for the three and nine month periods ended March 31, 2007 and 2006
and for the period January 19, 2000 (Date of Incorporation) to March 31,2007
(Stated in US Dollars)
		Three months ended Mar 31		Nine months ended Mar 31		Jan 19, 2000
		2007	2006	2007	2006	(Date of Incorporation) to Mar 31, 2007
		$	$	$	$	$
Expenses
	Professional fees	2,380	0	62,460	0	62,460
	General and administration	14,416	0	16,153	0	42,843
	Amortization	818	0	818	0	818
	Mineral Property Costs	0	0	0	0	22,500
	Exchange Gain/Loss	(669)	0	(1,256)	0	(1,083)
Net loss for the period		(16,945)	0	(78,175)	0	(127,538)
Basic and diluted loss per share		$               -		$              -
Weighted average number of shares outstanding		12,789,378	8,150,000	11,837,439	8,150,000

IC2E INTERNATIONAL, INC.
(formerly: The Madonna Corporation)
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three month and nine month periods ended March 31, 2007 and 2006
and for the period January 19, 2000 (Date of Incorporation) to March 31, 2007
(Stated in US Dollars)
				Three months ended Mar 31		Nine months ended Mar 31		Wednesday,  January 19, 2000
				2007	2006	2007	2006	(Inception) to  March 31, 2007
				$	$	$	$	$
	OPERATING ACTIVITIES
		Net loss for the period		(16,945)	0	(78,175)	0	(127,538)
		Items not involving cash:
			Services paid by share issuance	0	0	0	0	500
			Mineral claims cost, paid by share issuance	0	0	0	0	22,500
			Amortization	818	0	818	0	818
		Change in non-cash working capital balance
		related to operations:
			Receivables	(2,216)	0	(3,155)	0	(3,155)
			Prepaid expenses	0	0	(1,831)	0	(1,831)
			Due from related parties	(39)	0	(4,630)	0	(4,630)
			Accounts payable & accrued liabilities	(41,541)	0	2,567	0	27,421
		Net cash provided by Operating Activities		(59,923)	0	(84,406)	0	(85,915)
	INVESTING ACTIVITIES
		Furniture and equipment		(3,746)	0	(3,746)	0	(3,746)
		Leasehold improvements		(23,254)	0	(23,254)	0	(23,254)
	Net cash provided by Investing Activities			(27,000)	0	(27,000)	0	(27,000)
	FINANCING ACTIVITIES
		Issue of common stock		1,313,000	0	1,313,000	0	1,324,300
		Share issuance costs		0	0	(34,100)	0	(34,100)
		Share subscriptions		(1,313,000)	0	0	0	0
	Net cash provided by Financing Activities			0	0	1,278,900	0	1,290,200
	Net cash decrease for period			(86,923)	0	1,167,494	0	1,177,285
	Cash at beginning of period			1,264,208	0	9,791	0	0
	Cash at end of period			1,177,285	0	1,177,285	0	1,177,285

IC2E INTERNATIONAL, INC.
(formerly: The Madonna Corporation)
STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIENCY)
for the period from January 19, 2000 (Inception) to March 31, 2007
(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
Share issuance costs				(11,600)		(11,600)
Share subscriptions received				1,098,000		1,098,000
Net loss for Q2 2007					(61,043)	(61,043)
Balance, Dec 31, 2006	12,235,000	1,224	33,076	1,278,900	(110,593)	1,202,607
Issued for cash - at $1.00 Feb 21, 2007	1,313,000	131	1,312,869			1,313,000
Share subscriptions converted to common stock				(1,313,000)		(1,313,000)
Net loss for Q3 2007					(16,945)	(16,945)
Balance, March 31, 2007	13,548,000	1,355	1,345,945	(34,100)	(127,538)	1,185,662

IC2E INTERNATIONAL, INC.

(formerly: The Madonna Corporation)

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007

(Unaudited)

Note 1 –Interim Reporting

These interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10Q SB and Item 310(b) of Regulation S-B.  They include the accounts of the Company and its wholly owned subsidiary, 1284544 Alberta Ltd., an Alberta, Canada corporation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered for a fair presentation, have been included, and all significant inter-company transactions have been eliminated.

Operating results for the period ended March 31, 2007 and 2006 are not necessarily indicative of the results that may be expected for any interim period or the entire year.  These interim consolidated financial statements should be read in conjunction with the audited financial statements for the June 30, 2006 year end.  The Company applies the same accounting policies and methods in these interim consolidated financial statements as those in the audited 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 $1,159,480 as of March 31, 2007 and has accumulated a deficit of $127,538 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 Transactions

Due to related parties is comprised of the following balances:

Due to current and former directors

$20,066

Due to IC2E Inc.

__4,525

$24,591

The amount owing to current and former directors is unsecured, non-interest bearing and has no set date for repayment.  The amount owing to IC2E Inc. is for office rent paid on its behalf for

February and March, 2007. These amounts will be repaid in the next quarter.

IC2E INTERNATIONAL, INC.

(formerly: The Madonna Corporation)

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007

(Unaudited)

Note 3 – Related Party Transactions (cont’d)

Due from related party balance consists of accounting fees paid for on behalf of Samson Healthcare Corporation, which management believes will be reimbursed within the next fiscal year.

Note 4 –Goods and Services Tax (GST)

Included in the financial statements is an amount for GST recoverable of $2,216.  This represents the GST the Company has paid on Canadian purchases during the quarter.  The Company is not registered for GST but expects to claim this credit retroactively from January 1, 2007.

Note 5 –Furniture and Fixtures

Furniture and equipment is recorded at cost.  The Company provides for amortization using the straight-line method at rates designed to amortize the cost of the furniture and equipment over its useful life of 5 years.

Amortization of leasehold improvements is recorded over the remaining term of the lease.

Accumulated

Capital Cost

Amortization

Net Book Value

($)

($)

($)

Furniture and Equipment

3,746

79

3,667

Leasehold Improvements

23,254

739

22,515

Total

27,000

818

26,182

Note 6 –Common Shares Issued

On February 21, 2007 the Company issued 1,313,000 Class “A” common shares for $1,313,000.  The majority of these stockholders are residents of Canada.

Note 7 –Wholly-owned Subsidiary

1284544 Alberta Ltd. was incorporated on November 28, 2006 under the provisions of the Alberta Business Corporations Act, and is a wholly-owned subsidiary of IC2E International, Inc. The outstanding share capital is $1.  This corporation was established solely for the purpose of amalgamating IC2E International Inc. with IC2E Inc.

IC2E INTERNATIONAL, INC.

(formerly: The Madonna Corporation)

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007

(Unaudited)

Note 8 -Commitments

The Company has entered into a contract to lease office space for a period of 36 months beginning February 1, 2007.  The total obligation under this agreement is $78,678, not including operating costs.

Note 9 –Proposed Amalgamation

The Company intends to hold a shareholder meeting in July, 2007 to vote on a proposal to amalgamate the shares of IC2E International, Inc. with a related company IC2E Inc. a Canadian Controlled Private Corporation (CCPC) with offices in Alberta and Ontario, Canada.

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 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 June 30, 2007.

The boards of directors of both IC2E, Inc. and IC2E International, Inc. contain many individuals that are officers and directors of both corporations.  Because of a possible conflict of interest, finalizing of the reverse takeover 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.

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

OTHER INFORMATION

Item 1.

Legal Proceedings

None

Item

2.

Changes in Securities

During the nine month period ending March 31, 2007 we have issued 1,313,000 shares of our common stock for an aggregate price of $1,313,000.

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.

IC2E International, Inc.

Dated June 18, 2007

/s/ Thomas Charlton

Thomas Charlton, President and Director

/s/ Douglas Morrison

 Douglas Morrison, Secretary/Treasurer, Director,

 Chief Financial Officer and Principal Accounting Officer