|OMB APPROVAL                                                                                         
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UNITED STATES

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 ended January 31, 2005



[ ]

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



For the transition period from _____________ to _____________



MODENA 3 INC.

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



|Delaware                                       | 000-50495                 | 98-0412433                       
|---------------------------------------------- | ------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation) | (Commission File  Number) | (IRS Employer Identification No.)



|162 M Homestead Avenue, Manchester, Connecticut |  | 06040     
|----------------------------------------------- |  | ----------
|(Address of principal executive offices)        |  | (Zip Code)



(860) 805-0701

(Issuer's telephone number)



N/A

(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 [ ]



State the number of shares outstanding of each of the issuer's classes of common equity, as of March 18, 2005: 100,000 shares of common stock.



Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]





SEC 2334 (10-04)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.



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MODENA 3 INC.

FORM 10-QSB



INDEX





Part I-- FINANCIAL INFORMATION



Item 1. Financial Statements

4



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

12



Item 3. Control and Procedures

12



Part II-- OTHER INFORMATION



Item 1. Legal Proceedings

13



Item 2. Changes in Securities

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

13



Signature

14



Certifications

15







































2





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PART I



Item 1. Financial Information



BASIS OF PRESENTATION



The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and Item 310 under subpart A of Regulation S-B.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended January 31, 2004 are not necessarily indicative of results that may be expected for the year ending October 31, 2005. The financial statements are presented on the accrual basis.







































































3





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MODENA 3, INC.

(A DEVELOPMENT STAGE COMPANY)





FINANCIAL STATEMENTS















AS OF JANUARY 31, 2004







Modena 3, Inc.

(a development stage company)

Financial Statements Table of Contents









FINANCIAL STATEMENTS                                                     Page #











Balance Sheet                                                        5





Statement of Operations and Retained Deficit                         6





Statement of Stockholders Equity                                     7





Cash Flow Statement                                                  8





Notes to the Financial Statements                                    9





































4





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MODENA 3, INC.

(a development stage company)

BALANCE SHEET

As of January 31, 2004





ASSETS

January 31,   October 31,



CURRENT ASSETS                                         2005         2004



Cash                                        $      0        $     0

---------       --------









TOTAL ASSETS                  $       0      $     0

=========      =========



LIABILITIES AND STOCKHOLDER'S EQUITY



CURRENT LIABILITIES



Accrued expenses                                 $   2,000     $ 1,750

---------     --------



TOTAL LIABILITIES                  2,000       1,750



STOCKHOLDER'S EQUITY



Common Stock - par value $0.001;

100,000,000 shares authorized;

100,000 issued and outstanding                         100         100



Additional paid in capital                                 0           0



Accumulated Deficit                                   (2,100)     (1,850)

---------    --------



Total stockholder's equity                            (2,000)     (1,750)

---------    --------





TOTAL LIABILITIES AND EQUITY                     $     0     $     0

========    ========









The accompanying notes are an integral part of these financial statements.





















5





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MODENA 3, INC.

(a development stage company)

STATEMENT OF OPERATIONS

For the three months ending January 31, 2005 and

From inception (November 18, 2003) through January 31, 2005







Three Months     From Inception

Ended               to

January 31, 2005  January 31, 2005

------------     -----------



REVENUE



Sales                                              $         0      $        0

Cost of sales                                                0               0

------------     -----------



GROSS PROFIT                                                   0               0



GENERAL AND ADMINISTRATIVE EXPENSES                          250           2,100

-----------     -----------



NET LOSS                                                    (250)         (2,100)



ACCUMULATED DEFICIT, BEGINNING BALANCE                         0               0

----------     -----------



ACCUMULATED DEFICIT, ENDING BALANCE                    $    (250)     $   (2,100)

===========    ===========





NET EARNINGS PER SHARE



Basic Net Loss Per Share                               (Less than .01)



Basic Weighted Average

Number of Common Shares Outstanding                         100,000











































The accompanying notes are an integral part of these financial statements.









6





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MODENA 3, INC.

(a development stage company)

STATEMENT OF STOCKHOLDER'S EQUITY From inception

(November 18, 2003) through January 31, 2005





SHARES          COMMON STOCK     ACCUMULATED DEFICIT       TOTAL

-------------      -------------     -----------------     ------------



Stock issued on acceptance

Of incorporation expenses

November 18, 2003            100,000         $      100       $             0       $       100



Net loss                                                                  (1,850)           (1,850)

------------       ------------      ----------------      ------------



Total at October 31, 2004        100,000                100               (1,850)           (1,750)



Net loss                                                                    (250)             (250)

-------------      -------------      ---------------      ------------



Total at January 31, 2005        100,000         $      100       $       (2,100)      $    (2,000)

=============      =============      ===============      ============











































































The accompanying notes are an integral part of these financial statements.





7





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MODENA 3, INC.

(a development stage company)

STATEMENT OF CASH FLOWS

For the three months ended January 31, 2005

From inception (November 18, 2003) through January 31, 2005







Three Months     From Inception

Ended               to

January 31, 2005  January 31, 2005

------------     -----------



CASH FLOWS FROM OPERATING ACTIVITIES



Net income (loss)                               $   (250)     $    (2,100)



Stock issued as compensation                           0              100

Increases (Decrease) in accrued expenses            (250)           2,000

---------     ------------



NET CASH PROVIDED OR (USED) IN OPERATIONS                           0                0



CASH FLOWS FROM INVESTING ACTIVITIES



None                                                        0                0



CASH FLOWS FROM FINANCING ACTIVITIES



Stock issued on incorporation expenses                      0                0



CASH RECONCILIATION



Net increase (decrease) in cash                             0                0

Beginning cash balance                                      0                0

---------     ------------



CASH BALANCE AT END OF PERIOD                                $      0      $         0

=========     ============









































The accompanying notes are an integral part of these financial statements.







8





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MODENA 3, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS





1.   Summary of significant accounting policies:





Industry:



Modena 3, Inc. (the Company), a Company incorporated in the state of Delaware as of November 18, 2003, plans to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock- for-assets exchange. In most instances the target company will wish to 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.



The Company has been formed to provide a method for a foreign or domestic private company to become a reporting ("public") company whose securities are qualified for trading in the United States secondary market.



The Company has adopted its fiscal year end to be October 31.



Results of Operations and Ongoing Entity:



The Company is considered to be an ongoing entity for accounting purposes; however, there is substantial doubt as to the Companys ability to continue as a going concern. The Company's shareholders fund any shortfalls in the Company's cash flow on a day to day basis during the time period that the Company is in the development stage.



Liquidity and Capital Resources:



In addition to the stockholder funding capital shortfalls; the Company anticipates interested investors that intend to fund the Company's growth once a business is located.



Cash and Cash Equivalents:



The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.



Basis of Accounting:



The Company's financial statements are prepared in accordance with U.S. generally accepted accounting principles.























9





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MODENA 3, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS



Income Taxes:



The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities.  Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when in the opinion of management; it is more likely than not that some portion or all of the deferred tax assets will not be realized. At this time, the Company has set up an allowance for deferred taxes as there is no company history to indicate the usage of deferred tax assets and liabilities.



Fair Value of Financial Instruments:



The Company's financial instruments may include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amount of long-term debt to banks approximates fair value based on interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities.  The carrying amounts of other financial instruments approximate their fair value because of short-term maturities.



Concentrations of Credit Risk:



Financial instruments which potentially expose the Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Company's policy is to place its operating demand deposit accounts with high credit quality financial institutions. At this time the Company has no deposits that are at risk.



2.   Related Party Transactions and Going Concern:



The Company's financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At this time the Company has not identified the business that it wishes to engage in.



The Company's shareholders fund the Company's activities while the Company takes steps to locate and negotiate with a business entity for combination; however, there can be no assurance these activities will be successful.



3.   Accounts Receivable and Customer Deposits:



Accounts receivable and Customer deposits do not exist at this time and therefore have no allowances accounted for or disclosures made.

















10





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MODENA 3, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS





4.   Use of Estimates:



Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Management has no reason to make estimates at this time.



5.   Revenue and Cost Recognition:



The Company uses the accrual basis of accounting in accordance with generally accepted accounting principles for financial statement reporting.



6.   Accrued Expenses:



Accrued expenses consist of accrued legal, accounting and office costs during this stage of the business.



7.   Operating Lease Agreements:



The Company has no agreements at this time.



8.   Stockholder's Equity:



Common Stock includes 100,000,000 shares authorized at a par value of $0.001, of which 100,000 have been issued for the amount of $100 on November 18, 2003 in acceptance of the incorporation expenses for the Company.



9.   Required Cash Flow Disclosure for Interest and Taxes Paid:



The Company has paid no amounts for federal income taxes and interest. The Company issued 100,000 common shares of stock to its sole shareholder in acceptance of the incorporation expenses for the Company.



10.  Earnings Per Share:



Basic earnings per share ("EPS") is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Shares". Diluted EPS reflects the potential dilution of securities that could share in the earnings.























11





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Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations



Plan of Operation



The Company is continuing its efforts to locate a merger Candidate for the purpose of a merger.  It is possible that the Company 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, 2005. For the quarter ended January 31, 2005, the Company recognized a net loss of $250.  Some general and administrative expenses during the year were accrued. Expenses for the year were comprised of costs mainly associated with legal, accounting and office.



Liquidity and Capital Resources



At January 31, 2005, 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.



Item 3. Controls and Procedures



(a) Evaluation of disclosure controls and procedures.



The Chief Executive Officer of Modena 3, Inc. maintains 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 in a timely manner.  Under the supervision and with the participation of management, the certifying officer evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report.  Based upon that evaluation, the certifying officer concluded that the Company's disclosure controls and procedures are effective in timely alerting management to material information relative to the Company required to be disclosed in periodic filings with the SEC.



(b) Changes in internal controls.



The Chief Executive Officer has indicated that there were no significant changes in 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.













12





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PART II - OTHER INFORMATION







Item 1.   Legal Proceedings.



The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against 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 quarter ending January 31, 2005 covered by this report to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.



Item 5.   Other Information.



None



Item 6.   Exhibits.



(a)  Exhibits



31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002



32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

































13





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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 3 INC.

Registrant





Date: March 21, 2005

By: /s/ Abraham Pierce

-----------------------------------

Abraham Pierce

President, Chief Executive Officer,

Chief Financial Officer







































































14