SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
FORM 10-KSB
-----------------------------------------
Annual Report Under Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Fiscal Year Ended
October 31, 2004
Commission File #000-50494
MODENA 2, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
98-0412432
(IRS Employer Identification Number)
1 Innwood Circle, Suite 103, Little Rock, Arkansas 72211
(Address of principal executive offices )(Zip Code)
501-223-3310
(Registrant's telephone no., including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
-------------------------------
(Title of class)
-------------------------------
(Title of class)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )
Revenues for year ended October 31, 2004: $-0-
Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of February 10, 2005, was: $-0-
Number of shares of the registrant's common stock outstanding as of February 10,
2005 is: 100,000
We do not have a Transfer Agent.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Modena 2, Inc. was incorporated on November 18, 2003, under the laws of the
State of Delaware to engage in any lawful corporate undertaking, including, but
not limited to, selected mergers and acquisitions. We have been in the
developmental stage since inception and has no operations to date other than
issuing shares to our original shareholders.
We will attempt to locate and negotiate with a business entity for the
combination of that target company with us. 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 we will be successful in locating or negotiating
with any target company.
We have 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.
PERCEIVED BENEFITS
There are certain perceived benefits to being a reporting company with a class
of publicly- traded securities. These are commonly thought to include the
following:
* the ability to use registered securities to make acquisitions of assets or
businesses;
* increased visibility in the financial community;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising capital;
* compensation of key employees through stock options for which there may be
a market valuation;
* enhanced corporate image;
* a presence in the United States capital market.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a business combination
with us may include the following:
* a company for which a primary purpose of becoming public is the use of its
securities for the acquisition of assets or businesses;
* a company which is unable to find an underwriter of its securities or is
unable to find an underwriter of securities on terms acceptable to it;
* a company which wishes to become public with less dilution of its common
stock than would occur upon an underwriting;
* a company which believes that it will be able to obtain investment capital
on more favorable terms after it has become public;
* a foreign company which may wish an initial entry into the United States
securities market;
* a special situation company, such as a company seeking a public market to
satisfy redemption requirements under a qualified Employee Stock Option
Plan;
* a company seeking one or more of the other perceived benefits of becoming a
public company.
A business combination with a target company will normally involve the transfer
to the target company of the majority of our issued and outstanding common
stock, and the substitution by the target company of its own management and
board of directors.
No assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.
EMPLOYEES
We have no full time employees. Our president and vice president have agreed to
allocate a portion of their time to the activities of the Company, without
compensation. Management anticipates that our business plan can be implemented
by devoting no more than 10 hours per month to the business affairs of the
Company and, consequently, conflicts of interest may arise with respect to the
limited time commitment by each officer.
ITEM 2. DESCRIPTION OF PROPERTY
We have no properties and at this time has no agreements to acquire any
properties. We currently use the offices of management at no cost to us.
Management has agreed to continue this arrangement until we complete an
acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On February 10, 2005, there are two shareholders of record of our common stock.
Our shares of common stock have never been traded on any recognized stock
exchange.
DIVIDENDS
We do not intend to retain future earnings to support our growth. Any payment of
cash dividends in the future will be dependent upon: the amount of funds legally
available therefore; our earnings; financial condition; capital requirements;
and other factors which our Board of Directors deems relevant.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Plan of Operation
-----------------
We intend to enter into a business combination with a target company in exchange
for cash and/or our securities. As of the initial filing date of this
Registration Statement, neither our officer and director nor any affiliate has
engaged in any negotiations with any representative of any specific entity
regarding the possibility of a business combination with us.
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, investment 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 businesses 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.
We have no full time employees. Our president and vice president have agreed to
allocate a portion of their time to the activities of the Company, without
compensation. Management anticipates that our business plan can be implemented
by devoting no more than 10 hours per month to the business affairs of the
Company and, consequently, conflicts of interest may arise with respect to the
limited time commitment by each officer.
Our Certificate of Incorporation provides that we may indemnify our officers
and/or directors for liabilities, which can include liabilities arising under
the securities laws. Therefore, our assets could be used or attached to satisfy
any liabilities subject to such indemnification.
Results of Operation
--------------------
We did not have any operating income from inception through October 31, 2004.
For the year ended October 31, 2004, expenses for the quarter were comprised of
costs mainly associated with legal and accounting services and general office
expenses.
Liquidity and Capital Resources
-------------------------------
At October 31, 2004, we 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.
Critical Accounting Policies
Our financial statements and related public financial information are based on
the application of accounting principles generally accepted in the United States
("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Our significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, Our views certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.
ITEM 7. FINANCIAL STATEMENTS
Our financial statements, together with the report of auditors, are as follows:
MODENA 2, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2004
Modena 2, Inc.
(a development stage company)
Financial Statements Table of Contents
FINANCIAL STATEMENTS Page #
Independent Auditors Report 1
Balance Sheet 2
Statement of Operations and Retained Deficit 3
Statement of Stockholders Equity 4
Cash Flow Statement 5
Notes to the Financial Statements 6-8
To The Board of Directors
Modena 2, Inc.
We have audited the accompanying balance sheet of Modena 2, Inc. (a development
stage company), as of October 31, 2004, and the related statement of operations,
equity and cash flows from inception (November 18, 2003) through October 31,
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Modena 1, Inc., as of October
31, 2004, and the results of its operations and its cash flows from inception
(November 18, 2003) through October 31, 2004 in conformity with U.S. generally
accepted accounting principles.
Gately & Associates, LLC
Altamonte Springs, FL
December 23, 2004
F-1
MODENA 2, INC.
(a development stage company)
BALANCE SHEET
As of October 31, 2004
ASSETS
CURRENT ASSETS October 31, 2004
Cash $ (0)
--------
TOTAL ASSETS $ (0)
========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accrued expenses $ 1,750
--------
TOTAL LIABILITIES 1,750
STOCKHOLDER'S EQUITY
Common Stock - par value $0.001;
100,000,000 shares authorized;
100,000 issued and outstanding 100
Additional paid in capital 0
Accumulated Deficit (1,850)
--------
Total stockholder's equity (1,750)
--------
TOTAL LIABILITIES AND EQUITY $ (0)
========
The accompanying notes are an integral part of these financial statements.
F-2
MODENA 2, INC.
(a development stage company)
STATEMENT OF OPERATIONS
From inception (November 18, 2003) through October 31, 2004
From Inception to
October 31, 2004
REVENUE
Sales $ 0
Cost of sales 0
-----------
GROSS PROFIT 0
GENERAL AND ADMINISTRATIVE EXPENSES 1,850
-----------
NET LOSS (1,850)
ACCUMULATED DEFICIT, BEGINNING BALANCE 0
-----------
ACCUMULATED DEFICIT, ENDING BALANCE $ (1,850)
===========
NET EARNINGS PER SHARE
Basic Net Loss Per Share (Less than .01)
Basic Weighted Average
Number of Common Shares Outstanding 100,000
The accompanying notes are an integral part of these financial statements.
F-3
MODENA 2, INC.
(a development stage company)
STATEMENT OF STOCKHOLDER'S EQUITY From inception
(November 18, 2003) through December 31, 2004
SHARES COMMON STOCK ACCUMULATED DEFICIT TOTAL
------------- ------------- ----------------- ------------
Stock issued on acceptance
Of incorporation expenses
November 18, 2003 100,000 $ 100 $ 0 $ 100
Net loss (1,850) (1,850)
------------ ------------ ---------------- ------------
Total at October 31, 2004 100,000 $ 100 $ (1,850) $ (1,750)
============= ============= =============== ============
The accompanying notes are an integral part of these financial statements.
F-4
MODENA 2, INC.
(a development stage company)
STATEMENT OF CASH FLOWS
From inception (November 18, 2003) through October 31, 2004
From
CASH FLOWS FROM OPERATING ACTIVITIES Inception
Net income (loss) $(1,850)
Stock issued as compensation 100
Increases (Decrease) in accrued expenses 1,750
--------
NET CASH PROVIDED OR (USED) IN OPERATIONS (0)
CASH FLOWS FROM INVESTING ACTIVITIES
None 0
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issued on incorporation expenses 0
CASH RECONCILIATION
Net increase (decrease) in cash 0
Beginning cash balance 0
--------
CASH BALANCE AT END OF PERIOD $ 0
========
The accompanying notes are an integral part of these financial statements.
F-5
MODENA 2, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. Summary of significant accounting policies:
------------------------------------------
Industry:
--------
Modena 2, Inc. (the Company), a Company incorporated in the state of Delaware as
of November 18, 2003, plans to locate and negotiate with a business entity for
the combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that The Company will be successful
in locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market.
The Company has adopted its fiscal year end to be October 31.
Results of Operations and Ongoing Entity:
----------------------------------------
The Company is considered to be an ongoing entity for accounting purposes;
however, there is substantial doubt as to the Company's ability to continue as a
going concern. The Company's shareholders fund any shortfalls in The Company's
cash flow on a day to day basis during the time period that The Company is in
the development stage.
Liquidity and Capital Resources:
-------------------------------
In addition to the stockholder funding capital shortfalls; The Company
anticipates interested investors that intend to fund the Company's growth once a
business is located.
Cash and Cash Equivalents:
-------------------------
The Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
Basis of Accounting:
-------------------
The Company's financial statements are prepared in accordance with U.S.
generally accepted accounting principles.
Income Taxes:
------------
The Company utilizes the asset and liability method to measure and record
deferred income tax assets and liabilities. Deferred tax assets and liabilities
reflect the future income tax effects of temporary differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and are measured using enacted tax rates that apply
to taxable income in the years in which those temporary differences are expected
to be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and liabilities.
F-6
Fair Value of Financial Instruments:
-----------------------------------
The Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities to
banks and shareholders. The carrying amount of long-term debt to banks
approximates fair value based on interest rates that are currently available to
The Company for issuance of debt with similar terms and remaining maturities.
The carrying amounts of other financial instruments approximate their fair value
because of short-term maturities.
Concentrations of Credit Risk:
-----------------------------
Financial instruments which potentially expose The Company to concentrations of
credit risk consist principally of operating demand deposit accounts. The
Company's policy is to place its operating demand deposit accounts with high
credit quality financial institutions. At this time The Company has no deposits
that are at risk.
2. Related Party Transactions and Going Concern:
--------------------------------------------
The Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.
The Company's shareholders fund The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
3. Accounts Receivable and Customer Deposits:
-----------------------------------------
Accounts receivable and Customer deposits do not exist at this time and
therefore have no allowances accounted for or disclosures made.
4. Use of Estimates:
----------------
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenue
and expenses. Management has no reason to make estimates at this time.
5. Revenue and Cost Recognition:
----------------------------
The Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
6. Accrued Expenses:
----------------
Accrued expenses consist of accrued legal, accounting and office costs during
this stage of the business.
F-7
7. Operating Lease Agreements:
--------------------------
The Company has no agreements at this time.
8. Stockholder's Equity:
--------------------
Common Stock includes 100,000,000 shares authorized at a par value of $0.001, of
which 100,000 have been issued for the amount of $100 on November 18, 2003 in
acceptance of the incorporation expenses for the Company.
9. Required Cash Flow Disclosure for Interest and Taxes Paid:
---------------------------------------------------------
The company has paid no amounts for federal income taxes and interest. The
Company issued 100,000 common shares of stock to its sole shareholder in
acceptance of the incorporation expenses for the Company.
10. Earnings Per Share:
------------------
Basic earnings per share ("EPS") is computed by dividing earnings available to
common shareholders by the weighted-average number of common shares outstanding
for the period as required by the Financial Accounting Standards Board (FASB)
under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
F-8
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Our accountant is Gately & Associates, Inc., independent certified public
accountants. We do not presently intend to change accountants. At no time has
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
ITEM 8A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
------------------------------------------------
Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.
Changes in internal controls
----------------------------
We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Our directors and officers, as of October 31, 2004 are set forth below. The
directors hold office for their respective term and until their successors are
duly elected and qualified. Vacancies in the existing Board are filled by a
majority vote of the remaining directors. The officers serve at the will of the
Board of Directors.
Name Age Positions and Offices Held
---- --- --------------------------
Gary Moore 52 President/Chief Executive Officer/Director
Don Bratcher 52 Vice President/Chief Financial Officer/Director
BUSINESS EXPERIENCE
Set forth below is the name of our director and officer, all positions and
offices with us held, the period during which he has served as such, and the
business experience during at least the last five years:
GARY MOORE is out President and Chief Executive Officer, as well as a member of
the Board of Directors. He brings to the Company more than 25 years experience
in the banking industry. Mr. Moore is the President and is responsible for the
development and infrastructure of ePS which is a market evaluation software
company. He was the co-founder of AMDS which is a merchant service provider for
credit card processing. He sold his interest in AMDS to his partners in June
2003. Prior to such time he was the head government bond trader for Union
Planter Bank where he managed bond positions and traded over a billion bonds
monthly. He was also employed in the mortgage division of Union Planters where
his responsibilities included correspondent banking and developing relationships
with regional banks. He received his degree in Journalism/Public Relations from
the University of Memphis in 1976.
DON BRATCHER is our Vice President and Chief Financial Officer, as well as a
member of our Board of Directors. He has over 25 years experience in finance and
has served in various capacities at both small and large companies. He is
presently self-employed as a Futures and Options Trader. From 1993-2004 he acted
as Examiner In-Charge and Examiner on behalf of various state insurance
departments for financial condition examinations of insurance companies
participating in all phases of the examination process. In such capacities he
performed in-house desk audits and financial analysis of both domestic and
foreign insurers. Prior to such time he was the Senior Insurance Examiner for
the Arkansas Insurance Department, Little Rock, Arkansas. He was responsible for
the supervision and participation in the examination of domestic and foreign
insurance companies to determine financial condition and compliance with
Arkansas insurance law. Mr. Bratcher is a Certified Financial Examiner and
Member of the Arkansas Society of Certified Public Accountants.
CERTAIN LEGAL PROCEEDINGS
No director, nominee for director, or executive officer has appeared as a party
in any legal proceeding material to an evaluation of his ability or integrity
during the past five years.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
We have not filed a Form 5 for the year ending October 31, 2004.
CODE OF ETHICS
The company has adopted a Code of Ethics applicable to its Chief Executive
Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
ITEM 10. EXECUTIVE COMPENSATION
Our officers and directors do not receive any compensation for their services
rendered to us, have not received such compensation in the past, and are not
accruing any compensation pursuant to any agreement with us. However, our
officers and directors anticipate receiving benefits as beneficial shareholders
of us and, possibly, in other ways.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our employees.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth each person known by us to be the beneficial
owner of five percent or more of the Company's Common Stock, all directors
individually and all directors and officers of the Company as a group. Except as
noted, each person has sole voting and investment power with respect to the
shares shown.
Name Number of Total Shares % of Shareholdings
---- ---------------------- ------------------
Gary Moore 50,000 50.00%
Don Bratcher 50,000 50.00%
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
We currently use the offices of management at no cost to us. Management has
agreed to continue this arrangement until we complete an acquisition or merger.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------
(a) The following documents are filed as part of this report:
1. Financial statements; see index to financial statements and schedules in
Item 7 herein.
2. Financial statement schedules; see index to financial statements and
schedules in Item 7 herein.
3. Exhibits:
The following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated; see index to exhibits immediately following financial
statements and schedules of this report.
EXHIBIT INDEX
3.1 Articles of Incorporation (1)
3.3 By-laws (1)
(1) Incorporated by reference to our Form 10-SB.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
For the Company's fiscal year ended October 31, 2004, we were billed
approximately $350 for professional services rendered for the audit of our
financial statements.
Tax Fees
For the Company's fiscal year ended October 31, 2004, we did not incur any fees
for professional services rendered for tax compliance, tax advice, and tax
planning.
All Other Fees
The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended October 31, 2004.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.
MODENA 2, INC.
By: /s/ Gary Moore
--------------------------
Gary Moore
President, Chief Executive Officer
and Director
Dated: February 10, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ Gary Moore President, CEO February 10, 2005
--------------------- and Director
Gary Moore
/s/ Don Bratcher Vice President, CFO February 10, 2005
--------------------- and Director
Don Bratcher