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 July 31, 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 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 [  ] No [X]



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

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 [  ]



As of September 14, 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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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

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

NINE MONTHS ENDED JULY 31, 2008 AND 2007

UNAUDITED

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MODENA 1, INC.(A Development Stage Company)BALANCE SHEETSJuly 31, 2008
(Unaudited)October 31, 2007
(Audited)ASSETSCurrent AssetsCash and cash equivalents$2102,027Total Current Assets2102,027Total Assets2102,027LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent Liabilities:Accrued liabilities$2,9355,300Total Current Liabilities2,9355,300Long Term LiabilitiesConvertible note4,2953,567Total Long Term Liabilities4,2953,567Total Liabilities7,2308,867STOCKHOLDERS' DEFICITCommon Stock - $.001 par value, 100,000,000 shares authorized, 106,100 shares issued and outstanding106100Additional paid-in capital27,00416,960Deficit accumulated during the development stage(34,131)(23,900)Total Stockholders' Deficit(7,021)(6,840)Total Liabilities and Total Stockholders' Deficit$2102,027




(See accompanying notes to the financial statements)

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MODENA 1, INC.(A Development Stage Company)UnauditedSTATEMENTS OF OPERATIONSFor the Three and Nine Months Ended July 31, 2008 and 2007, and Cumulative from November 18, 2003 (Date of Inception) Through July 31, 2008November 18, 2003Three MonthsThree MonthsNine MonthsNine Months(Date of Inception)EndedEndedEndedEndedThroughJuly 31,July 31,July 31,July 31,July 31,20082007200820072008Revenues$-----ExpensesProfessional fees (recovery)1,616(1,794)6,893(1,794)24,654Interest expense25818728181,010Office and administrative68-1,9251097,495Foreign exchange loss-180685180972Total operating expenses1,942(1,596)10,231(1,487)34,131Net Earnings (Loss)$(1,942)1,596(10,231)1,487(34,131)Earnings (Loss)per Common Share - Basic and Diluted$(0.02)0.02(0.10)0.01Weighted average number of   common shares outstanding during the periods - basic and diluted106,100100,000105,025100,000


(See accompanying notes to the financial statements)



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MODENA 1, INC.(A Development Stage Company)UnauditedSTATEMENTS OF CASH FLOWSFor the Nine Months Ended July 31, 2008 and 2007, and Cumulative from November 18, 2003 (Date of Inception) Through July 31, 2008November 18, 2003Nine MonthsNine Months(Date of Inception)Ended July 31,Ended July 31,Through July 31,200820072008Cash Flows from Operating ActivitiesNet earnings (loss)$(10,231)1,487(34,131)Adjustments to reconcile net loss to net cash used byOperating activities:Interest accrued on convertible note728-1,010Changes in assets and liabilitiesAccrued liabilities(2,364)(5,864)2,935Cash flows used in operating activities(11,867)(4,377)(30,186)Cash Flows from Investing Activities---Cash Flows from Financing ActivitiesProceeds from Promissory Note-4,2686,000Proceeds from issuance of common stock5,600-6,200Stockholder Contributions4,45010918,196Advances from related party--Cash flows provided by (used in) financing  activities10,0504,37730,396Net (Decrease) Increase in Cash(1,817)-210Cash and Cash Equivalents beginning of period2,027--Cash and Cash Equivalents end of period$210-$210Supplemental Cash Flow InformationInterest paid---Income taxes paid---


(See accompanying notes to the financial statements)



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MODENA 1, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

July 31, 2008 and 2007

Unaudited



1.

History, Organization, and Development Stage Activities



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



The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital deficit of $2,725, and has 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

July 31, 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 May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. FASB Statement No. 162 defines the order in which accounting principles that are generally accepted should be followed. FASB Statement No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (“PCAOB”) amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. Management believes the adoption of this pronouncement does not have a material impact on the Company's consolidated financial statements.





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MODENA1,
INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

July 31, 2008 and 2007

Unaudited



4.

Capital Stock



Authorized

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





Issued

July 31,

October 31,

2008

2007

Issued

106,100 (October 31, 2007 – 100,500) common shares

$    106$100





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





5.

Related Party Transactions



During the three and nine months ended July 31, 2008, $4,450 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 $18,196.  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 Operations 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.



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:



1.

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.



2.

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.





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Results of Operation

The Company did not have any operating income from inception (November 18, 2003) through July 31, 2008.  Our major expenses since inception have been legal, accounting, audit and filing fees relating to filing our quarterly and annual financial statements.

Liquidity and Capital Resources

Modena generated a loss of $34,131 from November 18, 2003 (inception) to July 31, 2008, and has an accumulated deficit of $34,131 and negative working capital of $2,725 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 July 31, 2008, 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 AllocatedAmount ExpendedEstimated CompletionMarketing Materials/Website$ 20,000Use as neededLegal/Accounting$ 50,000Use as neededSEC Reporting$25,000Use as neededComputer Systems$6,000Use as neededWind/Hydro Monitors$80,000Use as neededConsultants$ 80,000General AdministrationUse as neededMeals & Entertainment$6,000Use as neededInsurance$6,000Use as neededOffice Supplies$6,000Use as neededSalaries$80,000Use as neededProfessional Fees$7,000Use as neededRent$6,000Use as neededTelephone/Mobile$6,000Use as neededTravel$20,000Use as neededUtilities$2,000Use as neededTotal$400,000.00




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.



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.





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Item 4.  Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit 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 United States Securities and Exchange Commission. Our principal executive and financial officer has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive and financial officer.



Our Chief Executive Officer and Chief Financial Officer (the “Certifying Officer”) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 are recorded, is accumulated and communicated to management timely.  Under the supervision and with the participation of management, the Certifying Officer evaluated the effectiveness of the design and operation of our disclosure controls and (as defined in accordance with section 240.13a-15e or section 240.15d-15e of the Exchange Act Rules) as of July 31, 2008.   Based upon that evaluation (the evaluation of the controls and procedures was required by paragraph (b) of section 240.13a-15 or 240.15d-15 of the Exchange Act Rules) the Certifying Officer concluded that our disclosure controls and procedures are effective in timely alerting him to material information relative to our Company required to be disclosed in our periodic filings with the SEC.

Changes in Internal Controls



There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.







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 three months ended July 31, 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.



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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 July 31, 2008.



Item 5.   Other Information.



None.



Item 6.

Exhibits

|        |  |                                                                        
|------- |  | -----------------------------------------------------------------------
|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: Dwecember 18, 2008

By:

/s/ Sang Ho Kim

Name:

Sang Ho Kim

Title:

President, Chief Executive Officer

and Chief Financial Officer (Principal 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 July 31, 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: December 18, 2008



By:

/s/ Sang Ho Kim

Name:

Sang Ho Kim

Title:

President, Chief Executive Officer

and Chief Financial Officer (Principal 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 July 31, 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: December 18, 
2008



By:

/s/ Sang Ho Kim

Name:

Sang Ho Kim

Title:

President, Chief Executive Officer

and Chief Financial Officer (Principal Accounting Officer)









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