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 January 31, 2009



[  ] 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 x No o



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 o  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 March 23, 2009: 110,100 shares of Common Stock, par value $0.001 per share, were outstanding.





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Transitional Small Business Disclosure Format

Yes [  ]  No [X]



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

Yes [  ]

No [X]





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TABLE OF CONTENTS



PART I – FINANCIAL INFORMATION



Item 1.   Financial Statements

4



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

10



Item 3    Quantitative and Qualitative Disclosures About Market Risk

12



Item 4T. Control and Procedures

12



PART II  OTHER INFORMATION



Item 1.    Legal Proceedings

14



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

14



Item 3.  Defaults Upon Senior Securities

14



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

14



Item 5.  Other Information

14



Item 6.  Exhibits

14



Signatures

15





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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 JANUARY 31, 2009 and 2008

UNAUDITED



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|                                                                        |   |             |            
|----------------------------------------------------------------------- | - | ----------- | -----------
|MODENA 1, INC.                                                          |   |             |            
|(A Development Stage Company)                                           |   |             |            
|Unaudited                                                               |   |             |            
|BALANCE SHEETS                                                          |   |             |            
|AS AT 31 JANUARY 2009                                                   |   |             |            
|(Expressed in United States Dollars)                                    |   |             |            
|                                                                        |   |             |            
|                                                                        |   | January 31, | October 31,
|                                                                        |   | 2009        | 2008       
|                                                                        |   |             |            
|ASSETS                                                                  |   |             |            
|Current Assets:                                                         |   |             |            
|Cash and cash equivalents                                               | $ | 210         | 210        
|Total Current Assets                                                    |   | 210         | 210        
|                                                                        |   |             |            
|Total Assets                                                            |   | 210         | 210        
|                                                                        |   |             |            
|                                                                        |   |             |            
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                   |   |             |            
|Current Liabilities:                                                    |   |             |            
|Accounts payable and accrued liabilities                                | $ | 20,283      | 2,936      
|Total Current Liabilities                                               |   | 20,283      | 2,936      
|                                                                        |   |             |            
|Long Term Liabilities                                                   |   |             |            
|Convertible note                                                        |   | 4,861       | 4,569      
|Total Long Term Liabilities                                             |   | 4,861       | 4,569      
|                                                                        |   |             |            
|Total Liabilities                                                       |   | 25,144      | 7,505      
|                                                                        |   |             |            
|STOCKHOLDERS' DEFICIT                                                   |   |             |            
|Capital Stock  - $.001 par value, 100,000,000 common shares authorized, |   |             |            
|110,100 issued and outstanding (October 31, 2008  110,100)             |   | 110         | 110        
|Additional paid-in capital                                              |   | 33,652      | 31,000     
|Deficit accumulated during the development stage                        |   | (58,696)    | (38,405)   
|Total Stockholders' Equity                                              |   | (24,934)    | (7,295)    
|                                                                        |   |             |            
|Total Liabilities and Total Stockholders' Equity                        | $ | 210         | 210        





(See accompanying notes to the financial statements)



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|                                                                                            |   |              |              |                     | 
|------------------------------------------------------------------------------------------- | - | ------------ | ------------ | ------------------- | 
|MODENA 1, INC.                                                                              |   |              |              |                     | 
|(A Development Stage Company)                                                               |   |              |              |                     | 
|Unaudited                                                                                   |   |              |              |                     | 
|STATEMENTS OF OPERATIONS                                                                    |   |              |              |                     | 
|For the Three Months Ended January 31, 2009 and 2008, and Cumulative from November 18, 2003
|(Date of Inception) Through January 31, 2009                                                |   |              |             
|                                                                                            |   |              |              |                     | 
|                                                                                            |   |              |              |                     | 
|                                                                                            |   |              |              | November 18, 2003   | 
|                                                                                            |   | Three Months | Three Months | (Date of Inception) | 
|                                                                                            |   | Ended        | Ended        | Through             | 
|                                                                                            |   | January 31,  | January 31,  | January 31,         | 
|                                                                                            |   | 2009         | 2008         | 2009                | 
|                                                                                            |   |              |              |                     | 
|Revenues                                                                                    | $ | -            | -            | -                   | 
|                                                                                            |   |              |              |                     | 
|Expenses                                                                                    |   |              |              |                     | 
|Consulting expenses                                                                         |   |              |              | 4,000               | 
|Professional fees                                                                           |   | 20,000       | -            | 44,654              | 
|Interest expense                                                                            |   | 292          | 228          | 1,576               | 
|Office and administrative                                                                   |   | -            | -            | 7,494               | 
|Foreign exchange loss                                                                       | $ | -            | -            | 972                 | 
|Total operating expenses                                                                    |   | 20,292       | 228          | 58,696              | 
|                                                                                            |   |              |              |                     | 
|Net Loss                                                                                    |   | (20,292)     | (228)        | (58,696)            | 
|                                                                                            |   |              |              |                     | 
|Loss per Common Share - Basic                                                               | $ | 0.18         | 0.00         |                     | 
|and Diluted                                                                                 |   |              |              |                     | 
|                                                                                            |   |              |              |                     | 
|Weighted average number of 
  shares outstanding during the
  periods basic and diluted     |   | 110,100      | 102,899      |                     | 





(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 January 31, 2009 and 2008, and Cumulative from November 18, 2003
|(Date of Inception) Through January 31, 2009                                                |   |              |              |                    
|                                                                                            |   |              |              | November 18, 2003  
|                                                                                            |   | Three Months | Three Months | (Date of Inception)
|                                                                                            |   | Ended        | Ended        | Through            
|                                                                                            |   | January 31,  | January 31,  | January 31,        
|                                                                                            |   | 2009         | 2008         | 2009               
|                                                                                            |   |              |              |                    
|Cash Flows from Operating Activities                                                        |   |              |              |                    
|Net loss                                                                                    | $ | (20,292)     | (228)        | (58,696)           
|Adjustments to reconcile net loss to net cash used by                                       |   |              |              |                    
|Operating activities:                                                                       |   |              |              |                    
|Common stock issued for services                                                            |   | -            | -            | 4,000              
|Interest accrued on convertible note                                                        |   | 292          | 228          | 1,576              
|Changes in assets and liabilities                                                           |   |              |              |                    
|Accounts payable and accrued liabilities                                                    |   | 17,347       | -            | 20,283             
|                                                                                            |   |              |              |                    
|Cash flows used in Operating Activities                                                     | $ | (2,653)      | -            | (32,837)           
|                                                                                            |   |              |              |                    
|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              
|Advances from related party                                                                 |   | -            | -            |                    
|Stockholder contributions                                                                   |   | 2,653        | -            | 20,847             
|                                                                                            |   |              |              |                    
|Cash flows provided by financing activities                                                 | $ | 2,653        | 5,600        | 33,047             
|                                                                                            |   |              |              |                    
|Net Increase in Cash                                                                        | $ | -            | 5,600        | 210                
|                                                                                            |   |              |              |                    
|Cash and Cash Equivalents beginning of period                                               | $ | 210          | 2,027        | -                  
|                                                                                            |   |              |              |                    
|Cash and Cash Equivalents end of period                                                     | $ | 210          | 7,627        | 210                
|                                                                                            |   |              |              |                    
|Supplemental Cash Flow Information                                                          |   |              |              |                    
|                                                                                            |   |              |              |                    
|Interest paid                                                                               |   |              | -            | -                  
|Income taxes paid                                                                           |   |              | -            | -                  



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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

January 31, 2009 and 2008

Unaudited



1.

History and Organization



Modena I, Inc. is a development stage company which was incorporated under the laws of the State of Delaware on November 18, 2003.  From inception to September 2007, the Company was focused on providing a vehicle for a foreign or domestic non-public company to become an SEC reporting (publicly-traded) company. To this end, we intended to locate and negotiate with a business entity for the combination of that target company with the Company.  Since September 2007, the Company has shifted its focus to becoming a wind and hydro electric energy generation company.







2.

Going Concern Assumption



These 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 $20,073 and has no current revenue stream. 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 be 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 operations in the future. Management's plan in this regard is to secure additional funds 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

January 31, 2009 and 2008

Unaudited



3.

Basis of Presentation



The Company has not earned any revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Statement of Financial Accounting Standards (SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises (SFAS No. 7 ). Among the disclosures required by SFAS No. 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operation, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.





4.

Promissory Note

In July 2007, the Company received proceeds of $6,000 and issued a convertible note to an unrelated party.  The loan bears a stated interest rate of 5% per annum, is unsecured and the principal amount of $6,000 plus all accrued interest is due on July 2, 2010.  In addition, the holder has the option at any time to convert all or part of the outstanding principal and interest amount into common shares of the Company.  The number of common shares that shall be issued upon conversion of the note shall be determined by the holder and the Company, where the price cannot be greater than the price per common share issued by the Company in the next round of financing.

In accordance with EITF 98-5, the Company evaluated the conversion feature embedded in the debt instrument and concluded that a beneficial conversion feature exists since the stated interest rate is below the interest rate on that of similar loans.  An estimated discount rate of 25% was determined based on the Companys current capital structure and the discount on the loan was determined to be the beneficial conversion feature embedded in the convertible note and was recorded as an addition to additional paid-in capital and as a reduction in the loan payable balance.  The discount, calculated as $2,715, will be amortized over the life of the loan using the effective interest method with the amortized portion recorded as interest expense.  For the quarter ended January 31, 2009, interest expense of $292 was recorded on the loan compared to $228 of interest expense recorded for the year ended January 31, 2008.



5.

Related Party Transactions



Related party transactions are in the normal course of operations and are recorded at amounts established and agreed between the related parties. Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows:



During the year, $2,653 was paid by shareholder contribution for professional fees, which were waived for reimbursement. Since inception, the shareholder has advanced funds for professional fees and other office and general expenses in the amount of $20,848.  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 has begun preliminary investigation into wind and hydro energy technologies and has been researching wind and hydro electric energy properties and project opportunities.  The Company is also focusing on developing its economic models and financial forecasts while attempting to raise capital.



The Company plans to complete the following stages of development within the next twelve months of operations:



Site and Development Partner Identification and Agreement  Identify regions that are economically viable for wind or hydro turbine development and development partners that would be appropriate for a particular project. We would then have to finalize an agreement with a development partner before proceeding.



Data Collection  For the wind energy projects this involves location mapping and wind resource data monitoring and collection using meteorological instruments especially anemometers which read wind-speed and direction among other things. For hydro-electric projects, this involves location mapping and water resource data monitoring and collection using acoustical current instruments, as well as recorded and ongoing data collected by publicly-accessible stations.



Results of Operation

The Company did not have any operating income from inception (November 18, 2003) through January 31, 2009.  Our major expenses since inception have been legal, accounting and filing fees relating to filing our S-1 and our quarterly and audited financial statements.  During the three months ended January 31, 2009, the company had $20,000 of accrued legal and accounting expenses and interest expense on our convertible note of $292 as compared to the three months ended January 31, 2008, where the company had only interest expense on our convertible note of $228.



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Liquidity and Capital Resources



As shown in the accompanying financial statements, Modena generated a loss of $58,696 from November 18, 2003 (inception) to January 31, 2009, and has an accumulated deficit of $58,696 and negative working capital of $20,073 as of such period. These results raise substantial doubt as to our ability to continue as a going concern. Over the next twelve months, we anticipate expenses will be approximately $35,000, which includes administrative costs, including professional fees and general business expenses, including costs related to complying with our filing obligations as a reporting company. Our sole executive officer, Mr. Sang Ho Kim has indicated that he is prepared to loan such funds to us for these expenses, but there are no

formal arrangements in this regard and he is not legally obligated to loan funds to us.



As our operations become more complex, it is anticipated that these costs will increase. We do not have sufficient funds on hand to cover these expenses.  Our cash on hand, $210 as of January 31, 2009, will not be sufficient to implement operational activities during the next 12 months and we will require at least $400,000 additional funding to implement our business plan.



The table below sets forth the anticipated expenses for the next 12 months:



|                            |                  |                 |                     
|--------------------------- | ---------------- | --------------- | --------------------
|                            |                  |                 |                     
|                            | Amount Allocated | Amount Expended | Estimated Completion
|                           
|                            |                  |                 |                     
|Marketing Materials/Website | $ 20,000         |                 | Use as needed       
|Legal/Accounting            | $ 50,000         |                 | Use as needed       
|SEC Reporting               | $25,000          |                 | Use as needed       
|Computer Systems            | $6,000           |                 | Use as needed       
|Wind/Hydro Monitors         | $80,000          |                 | Use as needed       
|Consultants                 | $ 80,000         |                 |                     
|General Administration      |                  |                 | Use as needed       
|Meals & Entertainment       | $6,000           |                 | Use as needed       
|Insurance                   | $6,000           |                 | Use as needed       
|Office Supplies             | $6,000           |                 | Use as needed       
|Salaries                    | $80,000          |                 | Use as needed       
|Professional Fees           | $7,000           |                 | Use as needed       
|Rent                        | $6,000           |                 | Use as needed       
|Telephone/Mobile            | $6,000           |                 | Use as needed       
|Travel                      | $20,000          |                 | Use as needed       
|Utilities                   | $2,000           |                 | Use as needed       
|Total                       | $400,000         |                 |                     
|                            |                  |                 |                     



We have allocated approximately $139,000 towards general business purposes. Of this amount, $6,000 is intended to be used to computer hardware and software, $6,000 will be used to purchase general office supplies and $87,000 is set aside for salaries and other professional expenses.



We will not generate any revenues in the next twelve months and we will be required to raise additional capital by issuing equity or debt securities in exchange for cash in order to continue as a going concern. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to continue as a going concern.









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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.





Critical Accounting Policies And Estimates



Our most critical accounting policies, which are those that require significant judgment, include: income taxes and revenue recognition. In-depth descriptions of these can be found in our Annual Report on Form 10-K for the fiscal year ended October 31, 2008 (the 2008 Form 10-K). There have been no material changes in our existing accounting policies from the disclosures included in our 2008 Form 10-K.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.





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 4T. Controls and Procedures



Management's evaluation of disclosure controls and procedures
We maintain disclosure controls and procedures that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.



In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer (one individual), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer (one individual), as appropriate, to allow timely decisions regarding required disclosure.Changes in Internal Controls
There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our 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 January 31, 2009. The company has a total of 110,100 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 January 31, 2009.

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: March 23, 2009

By:

/s/ Sang Ho Kim

Name:

Sang Ho Kim

Title:

President, Chief Executive Officer, Chief Financial Officer (Principal Executive Financial and Accounting 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 January 31, 2009;



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):





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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 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: March 23, 2009



By:

/s/ Sang Ho Kim

Name:

Sang Ho Kim

Title:

President, Chief Executive Officer, Chief Financial Officer (Principal Executive Financial and Accounting 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 January 31, 2009 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: March 23, 2009



By:

/s/ Sang Ho Kim

Name:

Sang Ho Kim

Title:

President, Chief Executive Officer, Chief Financial Officer (Principal Executive Financial and Accounting Officer)