U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



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



For the quarterly period 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



Commission File No.   000-50493



MODENA 1, INC.

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



Delaware       98-0412431

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

Incorporation or organization)    Identification No.



18 Wynford Drive, Suite 610

Toronto, Ontario, M3C 3S2

(Address of Principal Executive Offices)



647-435-9852

(Issuers telephone number)



6540 E. Hastings St. #615 Burnaby

British Columbia V5B 4Z5

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





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

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

Yes [X] No [  ]



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



State the number of shares outstanding of each of the issuers classes of common equity, as of May 17, 2005:   100,000 shares of common stock.



Transitional Small Business Disclosure Format

Yes [  ]  No [X]







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TABLE OF CONTENTS







MODENA 1, INC.

FINANCIAL STATEMENTS



Part I -  FINANCIAL INFORMATION



Item 1.  Financial Statements



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



Item 3.  Control and Procedures



Part II  OTHER INFORMATION



Item 1.   Legal Proceedings



Item 2.  Changes in Securities and use of proceeds



Item 3.  Defaults Upon Senior Securities



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



Item 5.  Other Information



Item 6.  Exhibits and Reports on Form 8-K









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INTERIM FINANCIAL STATEMENTS

THREE MONTHS ENDED JANUARY 31, 2005 AND 2004

(UNAUDITED)

CONTENTS

Report of Independent Registered Accounting Firm

1

Balance Sheet

2

Interim Statement of Operations

3

Interim Statement of Cash Flows

4

Notes to Interim Financial Statements

5 - 7





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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder of

Modena 1, Inc.

We have reviewed the accompanying balance sheet of Modena 1, Inc., as at January 31, 2005 and the related statements of operations for the three-month periods ended  January 31, 2005, and the statements of cash flows for the three-month periods ended January 31, 2005. These interim financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheet of Modena 1, Inc. as at October 31, 2004, and the related statements of operations, and cash flows for the period then ended from inception (November 18, 2003) to October 31, 2004; the auditor's report on those financial statements includes an explanatory paragraph referring to the matters in Note 2 of those financial statements and indicating that these matters raised substantial doubt about the Company's ability to continue as a going concern. As indicated in Note 2 of the Company's unaudited interim financial statements as of January 31, 2005, the Company was still unable to secure additional funds through equity financing and through loans made by the Company's shareholder. The accompanying interim financial information does not include any adjustments that might result from the outcome of this uncertainty.





Toronto, Canada

CHARTERED ACCOUNTANTS

April 28, 2005



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MODENA 1, INC.

Balance Sheets

January 31, 2005

(Expressed in United States Dollars)

(Unaudited)

2005

2004

ASSETS

Current

Cash

$

-

$

-





LIABILITIES

Current

$

6,250

$

3,250





STOCKHOLDERS' DEFICIENCY

Capital Stock(note 4)

100

100



Accumulated Deficit

(6,350)

(3,350)





(6,250)

(3,250)





$

-

$              -





APPROVED ON BEHALF OF THE BOARD

"Sang Ho Kim"





Director



(The accompanying notes are an integral part of these interim financial statements)



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MODENA 1, INC.

Statements of Operations

Quarter Ended January 31, 2005 and the Period from
Inception (November 18, 2003) to January 31,  2004

(Expressed in United States Dollars)

(Unaudited)

2005

2004

Revenue

$

-

$

-





Expenses

Professional fees

3,000

-



Office and general

-

850





3,000

850



Net Loss

$

(3,000)

$

(850)





Net Loss Per Share:

Basic and diluted net loss per share

$

(0.03)

(Less than
$0.01)



Weighted average number of shares outstanding - basic and diluted

100,000

100,000







(The accompanying notes are an integral part of these interim financial statements)



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MODENA 1, INC.

Statements of Cash Flows

Quarter Ended January 31, 2005 and the Period from
Inception (November 18, 2003) to January 31,  2004

(Expressed in United States Dollars)

(Unaudited)

2005

2004

Cash Flows from Operating Activities

Net loss

$

(3,000)

$(850)

Adjustments to reconcile net loss to net cash used in operating activities:

Accrued expenses

3,000

750



-

(100)



Cash Flows from Financing Activities

Stock issued on incorporation cost

-

100





Net Cash Used in Operating Activities

-

-



Cash - beginning of  year

-

-





Cash - end of year

$

-

$         -





Supplemental Cash Flow Information

Interest paid

$

-

$

-





Income taxes paid

$

-

$

-







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MODENA 1, INC.

Notes to Interim Financial Statements

January 31, 2005

(Unaudited)



1.

History and Organization

Modena 1, Inc. ("the Company"), a Company incorporated in the state of Delaware on 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.

2.

Going Concern Assumption

These 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 $6,250 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 contingent upon its ability to complete public equity financing or generate profitable operations in the future. Management's plan in this regard is to secure additional funds through equity financing and through loans made by the Company's shareholder.



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MODENA 1, INC.

Notes to Interim Financial Statements

January 31, 2005

(Unaudited)



3.

Summary of Significant Accounting Policies

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, 2004. The results from operations for the interim periods are not indicative of the results expected for the full fiscal year or any future period.

4.

Capital Stock

Authorized

100,000,000

common shares, par value $0.001 per share



2005

2004

Issued

100,000

common shares

$

100

$

100





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



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MODENA 1, INC.

Notes to Interim Financial Statements

January 31, 2005

(Unaudited)



5.

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes".   SFAS No. 109 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The effect of future changes in tax laws or rates are not anticipated.

Under SFAS No. 109 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

The Company's current income taxes is as follows:

2005

2004

Expected income tax recovery at the statutory rates of 36.62%

$

(1,099)

$

(311)



Valuation allowance

1,099

311





Provision for income taxes

$

-

$

-













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



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



Plan of Operation



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



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MODENA 1, INC.

Notes to Interim Financial Statements

January 31, 2005

(Unaudited)





Results of Operation

The Company did not have any operating income from inception (November 18, 2003) through January 31, 2005.  Some general and administrative expenses from 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.

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

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



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MODENA 1, INC.

Notes to Interim Financial Statements

January 31, 2005

(Unaudited)



Item 3.  Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the Certifying Officers) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely.  Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and 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 Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our Company required to be disclosed in our periodic filings with the SEC.

(b)  Changes in internal controls.

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

PART II  OTHER INFORMATION

Item 1.   Legal Proceedings.

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

Item 2.    Changes in Securities.

None

Item 3.   Defaults Upon Senior Securities.

None

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

No matter was submitted during the period ending, January 31, 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 and Reports on Form 8-K





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MODENA 1, INC.

Notes to Interim Financial Statements

January 31, 2005

(Unaudited)



(A) Exhibits

31.1

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

32.1

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

(b)  Reports on Form 8-K

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

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

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



SIGNATURES

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



MODENA 1, INC.

Registrant





Date: May 17, 2005

By: /s/ Sang Ho Kim

Sang Ho Kim

President, Chief Executive Officer,

Chief Financial Officer





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MODENA 1, INC.

Notes to Interim Financial Statements

January 31, 2005

(Unaudited)

Exhibits

Exhibit 31.1

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

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002



I, Sang Ho Kim, certify that:

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

2.  Based on my knowledge, this annual 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 annual report;

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

4.   The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date); and

c)   presented in this annual report our conclusion about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):

a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.    The registrants other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date:   May 17, 2005



/S/ Sang Ho Kim



Sang Ho Kim

CEO







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MODENA 1, INC.

Notes to Interim Financial Statements

January 31, 2005

(Unaudited)



Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report on Form 10-QSB of Modena 1, Inc. (the Company) for the period ended January 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Sang Ho Kim, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

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

(2)

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



/S/  Sang Ho Kim

Sang Ho Kim

Chief Executive Officer

May 17, 2005









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