United States

10QSB/A 1 decqrtf.htm United States

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, 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

Item 1.

THE MADONNA CORPORATION

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

December 31, 2005

(Unaudited)

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

^{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
8,150,000 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

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	2005

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

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

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

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 99.5.

Item 2.

Management’s Discussion 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.

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 controls.

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

None

Item

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

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.

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 99.5

Report on Form 8K/A

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 31, 2006

/S/ Thomas Charlton

Thomas Charlton, President and Director

/S/ Lance R. Larsen

Lance R. Larsen, Secretary/Treasurer, Director and

Chief Accounting Officer