UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the quarterly period ended April 30, 2008



[  ] 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.



735 Don Mills Road,  Suite 1405

Toronto, Ontario, M3C 1S9

(Address of Principal Executive Offices)



647-435-9852

(Issuers telephone number)



18 Wynford Drive, Suite 610

Toronto, Ontario, M3C 3S2

(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 [  ] No [X]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):



Large Accelerated Filer o     Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company x



As of July 29, 2008, 106,100 shares of Common Stock, par value $0.001 per share, were outstanding.



Transitional Small Business Disclosure Format

Yes [  ]  No [X]





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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]No [  ]





TABLE OF CONTENTS



PART I – FINANCIAL INFORMATION



Item 1.  Financial Statements

3



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

11



Item 3. Quantitative and Qualitative Disclosures About Market Risk

12



Item 4.  Control and Procedures

12



PART II  OTHER INFORMATION



Item 1.   Legal Proceedings

13



Item 2.  Unregistered Sales of Equity 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

13



Signatures

14









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PART I

FINANCIAL INFORMATION



Item 1. Financial Statements.



MODENA 1, INC.
(A DEVELOPMENT STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

THREE MONTHS ENDED APRIL 30, 2008 AND 2007

UNAUDITED



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|                                                                        |   |           |               
|----------------------------------------------------------------------- | - | --------- | --------------
|MODENA 1, INC.                                                          |   |           |               
|(A Development Stage Company)                                           |   |           |               
|Unaudited                                                               |   |           |               
|BALANCE SHEETS                                                          |   |           |               
|                                                                        |   |           |               
|(Expressed in United States Dollars)                                    |   |           |               
|                                                                        |   |           |               
|                                                                        |   | April 30, | October 31,   
|                                                                        |   | 2008      | 2007
(Audited)
|                                                                        |   |           |               
|ASSETS                                                                  |   |           |               
|Current Assets:                                                         |   |           |               
|Cash and cash equivalents                                               | $ | 1,710     | 2,027         
|Total Current Assets                                                    |   | 1,710     | 2,027         
|                                                                        |   |           |               
|Total Assets                                                            |   | 1,710     | 2,027         
|                                                                        |   |           |               
|                                                                        |   |           |               
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                   |   |           |               
|Current Liabilities:                                                    |   |           |               
|Accrued liabilities                                                     | $ | 7,201     | 5,300         
|Total Current Liabilities                                               |   | 7,201     | 5,300         
|                                                                        |   |           |               
|Long Term Liabilities                                                   |   |           |               
|Convertible note                                                        |   | 4,037     | 3,567         
|Total Long Term Liabilities                                             |   | 4,037     | 3,567         
|                                                                        |   |           |               
|Total Liabilities                                                       |   | 11,238    | 8,867         
|                                                                        |   |           |               
|STOCKHOLDERS' DEFICIT                                                   |   |           |               
|Capital Stock  - $.001 par value, 100,000,000 common shares authorized, |   |           |               
|106,100 issued and outstanding                                          |   | 106       | 100           
|Additional paid-in capital                                              |   | 22,554    | 16,960        
|Deficit accumulated during the development stage                        |   | (32,189)  | (23,900)      
|Total Stockholders' Deficit                                             |   | (9,529)   | (6,840)       
|                                                                        |   |           |               
|Total Liabilities and Total Stockholders' Deficit                       | $ | 1,710     | 2,027         





(See accompanying notes to the financial statements)



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|                                                                                        |   |              |              |            |            |                     | 
|--------------------------------------------------------------------------------------- | - | ------------ | ------------ | ---------- | ---------- | ------------------- | 
|MODENA 1, INC.                                                                          |   |              |              |            |            |                     | 
|(A Development Stage Company)                                                           |   |              |              |            |            |                     | 
|Unaudited                                                                               |   |              |              |            |            |                     | 
|STATEMENTS OF OPERATIONS                                                                |   |              |              |            |            |                     | 
|                                                                                        |  
|                                                                                        |   |              |              |            |           
|                                                                                        |   |              |              |            |            |                     | 
|                                                                                        |   |              |              |            |            |                     | 
|                                                                                        |   |              |              |            |            | November 18, 2003   | 
|                                                                                        |   | Three Months | Three Months | Six Months | Six Months | (Date of Inception) | 
|                                                                                        |   | Ended        | Ended        | Ended      | Ended      | Through             | 
|                                                                                        |   | April 30,    | April 30,    | April 30,  | April 30,  | January 31,         | 
|                                                                                        |   | 2008         | 2007         | 2008       | 2007       | 2008                | 
|                                                                                        |   |              |              |            |            |                     | 
|Revenues                                                                                | $ | -            | -            |            |            | -                   | 
|                                                                                        |   |              |              |            |            |                     | 
|Expenses                                                                                |   |              |              |            |            |                     | 
|Professional fees                                                                       |   | 5,277        | -            | 5,277      | -          | 23,038              | 
|Interest expense                                                                        |   | 242          | -            | 470        | -          | 752                 | 
|Office and administrative                                                               |   | 1,857        | 109          | 1,857      | 109        | 7,427               | 
|Foreign exchange loss                                                                   | $ | 685          | -            | 685        | -          | 972                 | 
|Total operating expenses                                                                |   | 8,061        | 109          | 8,289      | 109        | 32,189              | 
|                                                                                        |   |              |              |            |            |                     | 
|Net Loss                                                                                |   | (8,061)      | (109)        | (8,289)    | (109)      | (32,189)            | 
|                                                                                        |   |              |              |            |            |                     | 
|Loss per Common Share - Basic                                                           | $ | (0.08)       | (0.00)       | (0.08)     | (0.00)     |                     | 
|and Diluted                                                                             |   |              |              |            |            |                     | 
|                                                                                        |   |              |              |            |            |                     | 
|Weighted average number of 
  shares outstanding during the
  periods basic and diluted |   | 106,100      | 100,000      | 104,482    | 100,000    |                     | 





(See accompanying notes to the financial statements)



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|                                                                                          |   |            |            |                    
|----------------------------------------------------------------------------------------- | - | ---------- | ---------- | -------------------
|MODENA 1, INC.                                                                            |   |            |            |                    
|(A Development Stage Company)                                                             |   |            |            |                    
|Unaudited                                                                                 |   |            |            |                    
|STATEMENTS OF CASH FLOWS                                                                  |   |            |            |                    
|For the Three Months Ended April 30, 2008 and 2007, and Cumulative from November 18, 2003
|(Date of Inception) Through April 30, 2008                                                |   |            |            |                    
|                                                                                          |   |            |            | November 18, 2003  
|                                                                                          |   | Six Months | Six Months | (Date of Inception)
|                                                                                          |   | Ended      | Ended      | Through            
|                                                                                          |   | April 30,  | April 30,  | April 30,          
|                                                                                          |   | 2008       | 2007       | 2008               
|                                                                                          |   |            |            |                    
|Cash Flows from Operating Activities                                                      |   |            |            |                    
|Net loss                                                                                  | $ | (8,289)    | (109)      | (32,189)           
|Adjustments to reconcile net loss to net cash used by                                     |   |            |            |                    
|Operating activities:                                                                     |   |            |            |                    
|Stockholder contributions                                                                 |   | -          | 109        | 13,746             
|Interest accrued on convertible note                                                      |   | 470        | -          | 752                
|Changes in assets and liabilities                                                         |   |            |            |                    
|Accrued liabilities                                                                       |   | 1,902      | -          | 7,201              
|                                                                                          |   |            |            |                    
|Cash flows used in Operating Activities                                                   | $ | (5,917)    | -          | (10,490)           
|                                                                                          |   |            |            |                    
|Cash Flows from Investing Activities                                                      | $ | -          | -          | -                  
|                                                                                          |   |            |            |                    
|Cash Flows from Financing Activities                                                      |   |            |            |                    
|Proceeds from convertible note                                                            |   | -          | -          | 6,000              
|Proceeds from issuance of common stock                                                    | $ | 5,600      | -          | 6,200              
|                                                                                          |   |            |            |                    
|Cash flows provided by financing activities                                               | $ | 5,600      | -          | 12,200             
|                                                                                          |   |            |            |                    
|Net Drecease (Increase) in Cash                                                           | $ | (317)      | -          | 1,710              
|                                                                                          |   |            |            |                    
|Cash and Cash Equivalents beginning of period                                             | $ | 2,027      | -          | -                  
|                                                                                          |   |            |            |                    
|Cash and Cash Equivalents end of period                                                   | $ | 1,710      | -          | 1,710              
|                                                                                          |   |            |            |                    
|Supplemental Cash Flow Information                                                        |   |            |            |                    
|                                                                                          |   |            |            |                    
|Interest 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

April 30, 2007 and 2006

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.





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 deficiency of $5,491, accumulated deficit of $32,189 and no current operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might he necessary should the Company be unable 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 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

April 30, 2008 and 2007

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, 2007. 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, 2007, as filed with the Securities and Exchange Commission.



b)

Recent Accounting Pronouncements



In June 2006, the FASB issued FASB Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes, which is an interpretation of SFAS No. 109, Accounting for Income Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS 109 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the effect that the adoption of FIN 48 may have on its financial position or results of operations.



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently in the process of assessing the impact the adoption of SFAS 157 will have on its financial statements.



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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

April 30, 2008 and 2007

Unaudited



3.

Summary of Significant Accounting Policies(continued)



b)

Recent Accounting Pronouncements (continued)



In September 2006, the SEC issued SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB 108 requires that public companies utilize a "dual-approach" to assessing the quantitative effects of financial misstatements. This dual approach includes both an income statement focused assessment and a balance sheet focused assessment. The guidance in SAB 108 must be applied to annual financial statements for fiscal years ending after November 15, 2006. Management believes the adoption of this pronouncement will not have a material impact on the Company's consolidated financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Companys financial condition or results of operations.



In December 2007, the FASB issued SFAS No. 141 (R) Business Combinations. SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective as of the beginning of the Companys fiscal year beginning after December 15, 2008. Management believes the adoption of this pronouncement will not have a material impact on the Company's financial statements.

In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective as of the beginning of the Companys fiscal year beginning after December 15, 2008. Management believes the adoption of this pronouncement will not have a material impact on the Company's financial statements.



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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

April 30, 2008 and 2007

Unaudited





4.

Capital Stock



Authorized

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





Issued

106,100 common shares

$         106





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.



During the quarter ending January 31, 2008, the Company issued 5,600 shares of common stock to various individuals for cash proceeds of $5,600 or $1.00 per share.





5.

Related Party Transactions



All related party transactions are recorded at their exchange amounts. During the first three months ended April 30, 2008, there were no related party transactions.



Since inception, the shareholder has advanced funds for professional fees and other office and general expenses in the amount of $13,746.  The shareholder has waived reimbursement of these expenses and considered these advances as a contribution to capital.  Accordingly, the contributions have been recorded as additional paid-in capital.





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Item 2.

Managements Discussion and Analysis or Plan of Operation.



As used in this Form 10-Q, references to the "Company," "we," our or "us" refer to Modena 1, Inc., unless the context otherwise indicates.



This Managements Discussion and Analysis or Plan of Operation should be read in conjunction with the financial statements and the notes thereto.



Forward-Looking Statements



This Quarterly Report on Form 10-Q contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.



While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.



Plan of Operation



The Company is continuing its efforts to locate a candidate for the purpose of a merger.  It is possible that we will be successful in locating such a merger candidate and closing such merger.  However, if we are unable to effect a non-cash acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D.  There is no assurance we would obtain any such equity funding.



Results of Operation

The Company did not have any operating income from inception (November 18, 2003) through April 30, 2008.  Our major expenses since inception have been legal, accounting and filing fees relating to filing our quarterly and audited financial statements.  During the three months ended April 30, 2008, the company had professional fees of $5,277, interest expense on our convertible note of $242 and office and administrative expenses of $1,857 as compared to the three months ended April 30, 2007, where the company had only interest expense on our convertible note of $228.

Liquidity and Capital Resources

As of April 30, 2008 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



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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, the President, Chief Executive Officer, Chief Financial Officer and sole director of the Company will supervise the search for target companies as potential candidates for a business combination.  Mr. Kim will pay as his own expenses and any costs he incurs in supervising the search for a target company.  Mr. 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.  Mr. Kim, as our sole officer and director, has the authority to enter into any agreement binding us.   As of April 30, 2008, Mr. Kim has advanced funds in the amount of $13,746 to the Company and has waived reimbursement of these expenses and considered these advances as a contribution to capital.



Going Concern Consideration



Our independent auditors included an explanatory paragraph in their report on the financial statements included herein regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.



Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.



Item 3.    Quantitative and Qualitative Disclosures about Market Risks



We conduct our business in United States dollars. Our market risk is limited to the United States domestic, economic and regulatory factors.



Item 4.  Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (Exchange Act), the Company carried out an evaluation, with the participation of the Companys management, including the Companys Chief Executive Officer (CEO) and Chief Accounting Officer (CAO) (the Companys principal financial and accounting officer), of the effectiveness of the Companys disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Companys CEO and CAO concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including the Companys CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.



Managements Report on Internal Controls over Financial Reporting



There were no changes in internal control over financial reporting that occurred during the fiscal period covered by this report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



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PART II

OTHER INFORMATION

Item 1.   Legal Proceedings.



There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Companys property is not the subject of any pending legal proceedings.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

The Company did not sell any unregistered equity securities during the quarter ended April 30, 2008. The company has a total of 106,100 common shares issued and outstanding held by 41 individuals, including 100,000 shares held by Sang-Ho Kim, the President and CEO of the Company.

Item 3.   Defaults Upon Senior Securities.

None.

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

There has not been any matter submitted to a vote of the Companys shareholders, through the solicitation of proxies or otherwise, during the three months ended April 30, 2008.

Item 5.   Other Information.

None.



Item 6. Exhibits and Reports on Form 8-K

|        |  |                                                                        
|------- |  | -----------------------------------------------------------------------
|Exhibit |  |                                                                        
|Number  |  | Description                                                            
|        |  |                                                                        
|31.1    |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        |  |                                                                        
|32.1    |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002













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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

MODENA 1, INC.



Date: July 29, 2008

By:

/s/ Sang Ho Kim

Name:

Sang Ho Kim

Title:      
President, Chief Executive Officer

and Chief Financial Officer



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EXHIBIT 31.1



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

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002



I, Sang Ho Kim, the President, Chief Executive Officer and Chief Financial Officer of Modena 1, Inc. (Modena 1) certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Modena 1 for the period ended April 30, 2008;



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 Modena 1 as of, and for, the periods presented in this report;



4.

Modena 1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 Modena 1 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 Modena 1, 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 Modena 1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 Modena 1s internal control over financial reporting that occurred during Modena 1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, Modena 1s internal control over financial reporting; and



5.

Modena 1s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Modena 1s auditors and the audit committee of Modena 1s board of directors (or persons performing the equivalent functions):



(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 Modena 1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 Modena 1s internal control over financial reporting.



Date: July 29, 2008



By:

/s/ Sang Ho Kim

Name:

Sang Ho Kim

Title:

President, Chief Executive Officer

and Chief Financial Officer





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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-Q of Modena 1, Inc. (the Company) for the period ended April 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Sang Ho Kim, the President, Chief Executive Officer and Chief Financial 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: July 29, 2008



By:

/s/ Sang Ho Kim

Name:

Sang Ho Kim

Title:

President, Chief Executive Officer

and Chief Financial Officer