U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period endedJanuary 31, 2006



[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from



Commission File No.   000-50493



MODENA 1, INC.

(Exact name of small business issuer as specified in its charter)



Delaware                                      
98-0412431

(State or other jurisdiction of     (I.R.S. Employer

Incorporation or organization)    Identification No.



18 Wynford Drive, Suite 610

Toronto, Ontario, M3C 3S2

(Address of Principal Executive Offices)



647-435-9852

(Issuers telephone number)



6540 E. Hastings St. #615 Burnaby

British Columbia V5B 4Z5

(Former name, address and fiscal year, if changed since last report)





Check whether the issuer (1) has filed all reports required to be filed by Section 13 or

15 (d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]



Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15 (d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.  Yes [X]  No [  ]



State the number of shares outstanding of each of the issuers classes of common equity, as of March 14, 2006:   100,000 shares of common stock.



Transitional Small Business Disclosure Format

Yes [  ]  No [X]









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TABLE OF CONTENTS





PART I -  FINANCIAL INFORMATION



Item 1.  Financial Statements

3



Item 2.  Managements Discussion and Analysis of Financial Condition

12



Item 3.  Control and Procedures

13







PART II  OTHER INFORMATION



Item 1.   Legal Proceedings

13



Item 2.  Changes in Securities and use of proceeds

13



Item 3.  Defaults Upon Senior Securities

13



Item 4.  Submission of Matters to a Vote of Security Holders

13



Item 5.  Other Information

13



Item 6.  Exhibits and Reports on Form 8-K

14





SIGNATURES

15





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MODENA 1, INC.
(A DEVELOPMENT STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

THREE MONTHS ENDED JANUARY 31, 2006, AND 2005

UNAUDITED

CONTENTS



Interim balance sheet

4

Interim Statements of Operations

5

Interim Statements of Cash Flows

6



Notes to Interim Financial Statements

7-11





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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Interim Balance Sheet

January 31, 2006

Unaudited





|                                                 |            
|------------------------------------------------ | -----------
|ASSETS                                          
|Current                                          | $         -
|                                                 |            
|Total Assets                                     | $         -
|                                                 |            
|LIABILITIES                                     
|Current                                          |            
|Accounts payable and accrued liabilities         | $     7,446
|Due to related party                             | 6,874      
|                                                 |            
|Total Current Liabilities                        | 14,320     
|                                                 |            
|Total Liabilities                                | 14,320     
|                                                 |            
|STOCKHOLDER'S DEFICIT                           
|Capital Stock(note 4)                            | 100        
|                                                 |            
|Accumulated Other Comprehensive Loss             | (628)      
|                                                 |            
|Deficit Accumulated During the Development Stage | (13,792)   
|                                                 |            
|Total Stockholder's Deficit                      | (14,320)   
|                                                 |            
|Total Liabilities and Stockholder's Deficit      | $        - 
|                                                 |            





(See accompanying notes to the financial statements)







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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Interim Statements of Operations

For the Three Months Ended January 31, 2006 and 2005, and Cumulative from

November 18, 2003 (Date of Inception) Through January 31, 2006

Unaudited









November 18, 2003(Date of Inception)Three MonthsThree MonthsThroughEndedEndedJanuary 31,20052006Revenue$-$-$-ExpensesProfessional fees1,6883,0009,226General and administrative--4,566Total Expenses1,6883,00013,792Loss from Operations(1,688)(3,000)(13,792)Provision for income taxes---Net Loss(1,688)(3,000)(13,792)Foreign currency translation(628)-(628)Comprehensive Loss$(2,316)$(3,000)$(14,420)Loss per Share - Basic and Diluted$(0.02)$(0.03)Weighted Average Number of SharesOutstanding, During the periods -Basic and Diluted100,000100,000








(See accompanying notes to the financial statements)







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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Interim Statements of Cash Flows

For the Three Months Ended January 31, 2006 and 2005, and Cumulative from

November 18, 2003 (Date of Inception) Through January 31, 2006

Unaudited

November 18, 2003(Date of Inception)Three MonthsThree MonthsThroughEndedEndedJanuary 31,20052006Cash Flows from Operating ActivitiesNet loss$(1,688)$(3,000)$(13,792)Changes in assets and liabilitiesAccounts payable and accrued liabilities1,9083,0007,446Cash flows provided by operating activities220-6,346Cash Flows from Investing Activities---Cash Flows from Financing ActivitiesProceeds from issuance of common stock--100Advances from related company408-6,874Cash flows provided by financing activities408-6,974Effect of Exchange Rate Changes on Cash(628)-(628)Net Increase in Cash---Cash - beginning of period---Cash - end of period$-$-$-Supplemental Cash Flow InformationInterest paid$-$-$-Income taxes paid$-$-$-


(See accompanying notes to the financial statements)



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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

January 31, 2006 and 2005

Unaudited



1.

History, Organization, and Development Stage Activities



Modena 1, Inc. (the "Company"), a development stage company was incorporated in the state of Delaware on November 18, 2003, and plans to locate and negotiate with a business entity for the combination of that target company with the Company. The business combination may take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The target company may structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. Currently, the company has no operations or prospects with which to complete a business combination.



The Company has been formed to provide a method for a foreign or domestic non-public company to become an SEC reporting (publicly-traded) company whose securities are qualified for trading in the United States securities markets.



The Company has adopted a fiscal year end of October 31.





2.

Going Concern Assumption



The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital deficit of $14,320, and has no current operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.



The Company's ability to continue as a going concern is also contingent upon its ability to complete certain capital formation activities and generate working capital from operations in the future. Management's plan in this regard is to secure additional capital through equity financing activities, and from loans made by the Company's stockholder.



The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to continue as a going concern.





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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

January 31, 2006 and 2005

Unaudited



3.

Summary of Significant Accounting Policies



a)

Basis of Financial Statement Presentation



The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the requirements of item 310 (b) of Regulation S-B. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented. There have been no significant changes of accounting policy since October 31, 2005. The results from operations for the interim periods are not indicative of the results expected for the full fiscal year or any future period. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report to stockholders on Form 10-KSB for the fiscal year ended October 31, 2005, as filed with the Securities and Exchange Commission.



b)

Recent Accounting Pronouncements



In March 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accountant Standards ("SFAS") No. 156, Accounting for Servicing of Financial Assets, which amends FAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. In a significant change to current guidance, the Statement of Financial Accountant Standards ("SFDS") No. 156 permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: (1) Amortization Method or (2) Fair Value Measurement Method. SFAS No. 156 is effective as of the beginning of an entity's first fiscal year that begins after September 15, 2006. The Company is currently reviewing the impact, if ally, that the new pronouncement will have on its financial statements.



In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140. This Statement permits fair value of remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities; establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and amended SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.







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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

January 31, 2006 and 2005

Unaudited



3.

Summary of Significant Accounting Policies(contd)



b)

Recent Accounting Pronouncements (contd)



SFAS No. 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement (new basis) event occurring after the beginning of an entity's first fiscal year that begins after September 15, 2006. The Company is currently reviewing the impact, if any, that the new pronouncement will have on its financial statements.



In December 2005, the Financial Accounting Standards Board ("FASB") issued SFAS No. 154, Accounting Changes and Error Corrections--a replacement of APB Opinion No. 20 and FASB Statement No. 3. This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. Opinion 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. This Statement requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The company is currently reviewing the impact, if any, that the new pronouncement will have on it's financial statement.



In July 2005, the FASB issued an exposure draft of a proposed interpretation, Accounting for Uncertain Tax Positions-an Interpretation of FASB Statement No. 109 ("SFAS No. 109"). This interpretation would apply to all open tax positions accounted for in accordance with SFAS No. 109, including those acquired in business combinations. It is a proposed asset recognition approach to apply a dual threshold for uncertain tax positions. The interpretation would allow the recognition of a tax benefit when it is probable that it could be sustained upon audit. The interpretation defines "probable" as it is defined in SFAS No. 5, "Accounting for Contingencies." FASB has not established an effective date for the interpretation. The Company is currently reviewing the impact, if any, that the proposed guidance will have on its financial statements.





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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

January 31, 2006 and 2005

Unaudited



3.

Summary of Significant Accounting Policies(contd)



b)

Recent Accounting Pronouncements (contd)



In March 2005, the FASB issued FSP No. 46(R)-5, "Implicit Variable Interests under FASB Interpretation No. ("FIN") 46 (revised December 2003), Consolidation of Variable Interest Entities" ("FSP FIN 46R-5"). FSP FIN 46R-5 provides guidance for a reporting enterprise on whether it holds an implicit variable interest in Variable Interest Entities ("VIEs") or potential VIES when specific conditions exist. This FSP is effective in the first period beginning after March 3, 2005 in accordance with the transition provisions of FIN 46 (Revised 2003), "Consolidation of Variable Interest Entities - an Interpretation of Accounting Research Bulletin No. 51" ("FIN 46R"). The Company has determined that the adoption of FSP FIN 46R-5 will not have an impact on its results of operations and financial condition. In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 153, "Exchanges of Non-monetary Assets, an amendment of Accounting Principles Board ("APB") Opinion No. 29". SFAS No. 1.53 replaces the exception from fair value measurement in APB Opinion No. 29 for non-monetary exchanges of similar productive assets with a general exception from fair value measurement for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is to be applied prospectively, and is effective for non-monetary asset exchanges occurring in fiscal periods after the December 2004 issuance of SFAS No. 153. The Company does not believe the impact of adoption of SFAS No. 153 will be significant to the overall results of operations or financial position.



In March 2005, the FASB issued Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations" ("FIN 47"), which will result in (a) more consistent recognition of liabilities relating to asset retirement obligations, (b) more information about expected future cash outflows associated with those obligations, and (c) more information about investments in long lived assets because additional asset retirement costs will be recognized as part of the carrying amounts of the assets. FIN 47 clarifies that the term "conditional asset retirement obligation" as used in SFAS 143, "Accounting for Asset Retirement Obligations," refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and/or method of settlement. Uncertainty about the timing and/or method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. Early adoption of this interpretation is encouraged. As FIN 47 was recently issued, the Company has not determined whether the interpretation will have a significant impact on its financial position or results of operations.



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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

January 31, 2006 and 2005

Unaudited



4.

Capital Stock



Authorized

100,000,000 common shares, par value $0.001 per share





Issued

100,000 common shares

$         100





Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company's ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation.





5.

Related Party Transactions



During the first three months of fiscal 2006 there were no related party transactions except for unrealized foreign exchange loss of $408. This unrealized foreign exchange arose from the due to related party amount of $6,466 from the year end balance at October 31, 2005.



In fiscal 2005 the shareholder paid $6,466 in the year relating to audit and filing fees







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Item 2: Managements Discussion and Analysis of Plan of Operation



The information contained in this Managements Discussion and Analysis of Financial Condition and Results of Operation contains forward looking statements.  Actual results may materially differ from those projected in the forward looking statements as a result of certain risks and uncertainties set forth in this report.  Although our management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Quarterly Report.  The following discussion should be read in conjunction with the unaudited Consolidated Financial Statements and related Notes included in Item 1.



Plan of Operation



The Registrant is continuing its efforts to locate a merger Candidate for the purpose of a merger.  It is possible that the registrant will be successful in locating such a merger candidate and closing such merger.  However, if the registrant cannot effect a non-cash acquisition, the registrant may have to raise funds from a private offering of its securities under Rule 506 of Regulation D.  There is no assurance the registrant would obtain any such equity funding.



Results of Operation

The Company did not have any operating income from inception (November 18, 2003) through January 31, 2006.  Some general and administrative expenses from associated with legal, accounting and office.

Liquidity and Capital Resources

At January 31, 2006 the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.

Management anticipates seeking out a target company through solicitation.  Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investments bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods.  No estimate can be made as to the number of persons who will be contacted or solicited.  Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation.  Management and its affiliates will pay referral fees to consultants and others who refer target business for mergers into public companies in which management and its affiliates have an interest.  Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

Sang Ho Kim will supervise the search for target companies as potential candidates for a business combination.  Sang Ho Kim will pay as his own expenses any costs he incurs in supervising the search for a target company.  Sang Ho Kim may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.  Sang Ho Kim controls us and therefore has the authority to enter into any agreement binding us.  Sang Ho Kim as our sole officer, director and only shareholder can authorize any such agreement binding us.



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Item 3.  Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the Certifying Officers) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely.  Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and (as defined in accordance with section 240.13a-15e or section 240.15d-15e of the Exchange Act Rules) as of January 31, 2006.   Based upon that evaluation (the evaluation of the controls and procedures was required by paragraph (b) of section 240.13a-15 or 240.15d-15 of the Exchange Act Rules) the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our Company required to be disclosed in our periodic filings with the SEC.

(b)  Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.



PART II  OTHER INFORMATION

Item 1.   Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action towards the Company has been threatened.

Item 2.    Changes in Securities.

None

Item 3.   Defaults Upon Senior Securities.

None

Item 4.    Submission of Matters to a Vote of Security Holders.

No matter was submitted during the period ending, January 31, 2006, covered by this report to a vote of the Companys shareholders, through the solicitation of proxies or otherwise.

Item 5.   Other Information

None





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Item 6. Exhibits and Reports on Form 8-K

(A) Exhibits

31.1

Certification Pursuant to 18 U.S.C Section 1350, As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(B)  Reports on Form 8-K

Form 8-K Filed on June 1, 2004 reporting change of control of Registrant.

Form 8-K Filed on May 7, 2004 reporting change of control of Registrant.

Form 8-K Filed on April 13, 2005 reporting change of  Certifying Accountant.





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SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

MODENA 1, INC.
Registrant

Date: March 14, 2006

By: /s/ Sang Ho Kim

Sang Ho Kim

President, Chief Executive Officer,

Chief Financial Officer







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Exhibits

Exhibit 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. SS. 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002



I, Sang Ho Kim, certify that:

1.

I have reviewed this quarterly report on Form 10-QSB of Modena 1, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

The small business issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the small business issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the small business issuers internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting; and



5.

The small business issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuers auditors and the audit committee of the small business issuers board of directors (or persons performing the equivalent functions):



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(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuers ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuers internal control over financial reporting.



Date: March 14, 2006



/s/ Sang-Ho Kim

_______________________

Sang-Ho Kim

President and CEO







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Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report on Form 10-QSB of Modena 1, Inc. (the Company) for the period ended January 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Sang Ho Kim, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly present, in all material respects, the financial condition and results of operations of the Company.



Date: March 14, 2006



/s/ Sang-Ho Kim

_______________________

Sang-Ho Kim

President and CEO









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