United States

10QSB/A 1 decqa.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, 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: 12,355,000 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 FINANCIAL STATEMENTS

December 31, 2006

(Unaudited)

IC2E INTERNATIONAL, INC.
(formerly: The Madonna Corporation)
(A Development Stage Company)
INTERIM CONSOLIDATED BALANCE SHEETS
December 31, 2006 and June 30, 2006
(stated in US Dollars)
			(unaudited)	(audited)
			Dec 31, 06	Jun 30, 06
ASSETS			$	$
	Current Assets
		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 Liabilities
		Accounts payable and accrued liabilities	48,896	4,788
		Due to related parties	20,066	20,066
	Total Current Liabilities		68,962	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 subscriptions received		1,313,000	0
	Share issuance costs		(34,100)	0
	Deficit accumulated during the development stage		(110,593)	(49,363)
	Total Equity		1,202,607	(15,063)
TOTAL LIABILITIES & EQUITY			1,271,569	9,791

IC2E INTERNATIONAL, INC.
(formerly: The Madonna Corporation)
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
for the three and six month periods ended December 31, 2006 and 2005
and for the period January 19, 2000 (Date of Incorporation) to December 31,2006
(Unaudited)
(Stated in US Dollars)

		Three months ended Dec 31		Six months ended Dec 31		Jan 19, 2000
		2006	2005	2006	2005	(Date of Incorporation) to Dec 31, 2006
Expenses		$	$	$	$	$
	Professional fees	60,080		60,080		60,080
	General and administration	1,603		1,737		28,427
	Mineral Property Costs					22,500
	Exchange (Gain) Loss	(640)		(587)		(414)
Net loss for the period		(61,043)	0	(61,230)	0	(110,593)
Basic and diluted loss per share		$ -	$ -	$ -	$ -
Weighted average number of shares outstanding		12,235,000	8,150,000	11,415,571	9,329,347

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

				Three months ended Dec 31		Six months ended Dec 31		Wednesday, January 19, 2000
				2006	2005	2006	2005	(Inception) to December 31, 2006
				$	$	$	$	$
	OPERATING ACTIVITIES
		Net loss for the period		(61,043)	0	(61,230)	0	(110,593)
		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
		Change in non-cash working capital balance
		related to operations:
			Receivables	(939)	0	(939)	0	(939)
			Prepaid expenses	(1,831)	0	(1,831)	0	(1,831)
			Due from related parties	(4,591)	0	(4,591)	0	(4,591)
			Accounts payable & accrued liabilities	45,396	0	44,108	0	68,962
		Net cash provided by Operating Activities		(23,008)	0	(24,483)	0	(25,992)
	FINANCING ACTIVITIES
		Share subscriptions received		1,098,000	0	1,313,000	0	1,324,300
		Share issuance costs		(11,600)	0	(34,100)	0	(34,100)
	Net cash increase for period			1,063,392	0	1,254,417	0	1,264,208
	Cash at beginning of period			200,816	0	9,791	0	0
	Cash at end of period			$ 1,264,208	$ -	$ 1,264,208	$ -	$ 1,264,208

IC2E INTERNATIONAL, INC.
(fomerly: The Madonna Corporation)
STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIENCY)
for the period from January 19, 2000 (Inception) to December 31, 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	0			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			0
Issued for cash - at $1.00 - May 2006	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

IC2E INTERNATIONAL, INC.

(formerly: The Madonna Corporation)

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

(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 December 31, 2006 and 2005 are not necessarily indicative of the results that may be expected for any interim period or the entire year. These interim 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 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 $1,202,607 as of December 31, 2006 and has accumulated a deficit of $110,593 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 from related parties

This represents amounts paid on behalf of Samson Healthcare Corporation, a related company. It is expected that the Company will receive repayment of this loan within one fiscal year.

Due to related parties

This amount represents monies owing 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 – Share Subscriptions Received

During the period from October 1, 2006 through December 31, 2006 the Company received share subscriptions totaling $1,098,000 at a price of $1.00 per share. Total subscriptions received in the first two quarters of fiscal 2007 were $1,313,000. These subscribers comprise several individuals and companies, most of whom are non-residents of the United States.

Note 5 – 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.

Note 6 – Subsequent Events

The company entered into an agreement to sub-lease office space in Calgary, Alberta for a period of three years beginning February 1, 2007. The total cost of the commitment over the period will be $78,678.

On February 21, 2007, 1,313,000 Class “A” common shares were issued at $1.00 each.

Item 2.

Management’s Discussion 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.

On November 15, 2006, IC2E International, Inc. entered into non-binding preliminary Letter of Intent with IC2E Inc. concerning its desire to proceed towards a proposed “three corner amalgamation” whereby 1284544 Alberta Ltd., a wholly owned subsidiary of IC2E International, Inc., will amalgamate with IC2E Inc. In order to make this non-binding LOI effective and binding, the Alberta Corporation required 100% approval by shareholders in order to avoid a special meeting and proxy solicitation. The measure failed by a small margin. A new Letter of Intent will executed by both parties prior to the mailout of meeting materials by IC2E Inc. to their shareholders prior to June 2, 2007. This letter will be presented to the shareholders of IC2E Inc. at its annual meeting to be called in June 2007. At this meeting, to receive approval a 66 2/3 % majority of the votes cast needs to be achieved, then must be approved by IC2E International, Inc. to make the LOI binding and upon approval, a definitive agreement will be prepared for execution by both parties.

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 take over will be subject to shareholder ratification by both companies. IC2E International, Inc. will call its annual general meeting ten days after completion of its June 30, 2007 audit. Assuming that approval by shareholders is forthcoming, details of the three-way amalgamation will be included in the Form 10K SB filed immediately following the meeting.

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 December 31, 2006 reflects current assets of $ 1,264,208 in the form of cash and cash equivalents, total assets of $ 1,271,569; net assets of $1,202,607 and accrued deficits since inception of $110,593.

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 2.

Unregistered Sales of Securities and Subsequent Share Issuance

During the six month period ending December 31, 2006 we had allotted 1,313,000 shares of our common stock for an aggregate price of $1,313,000, Subsequent to Dec 31, 2006 the shares were issued bringing the issued and outstanding common stock to 13,548,000 shares.

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 April 27, 2007

/S/ Thomas Charlton

Thomas Charlton, Chief Executive Officer and Director

/S/ Douglas Morrison

Douglas Morrison, Secretary/Treasurer, Director,

Chief Financial Officer