SafeBrain Systems, Inc. - FORM 10-Q/A

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - SafeBrain Systems, Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - SafeBrain Systems, Inc.	aec_ex311.htm
EX-32.1 - CERTIFICATION - SafeBrain Systems, Inc.	aec_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q /A

(Amendment No. 1)

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

For the quarterly period ended July 31, 2011

o 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

ALVERON ENERGY CORP.

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

Delaware		98-0412431
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

735 Don Mills Road, Suite 1405

Toronto, Ontario, M3C 1S9

(Address of Principal Executive Offices)

647-435-9852

(Issuer’s telephone number)

MODENA I, INC.

(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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o 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 September 19, 2011: 52,140,000 shares of Common Stock, par value $0.001 per share, were outstanding.

Transitional Small Business Disclosure Format Yes o No x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to Alveron Energy Corp’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2011, filed with the Securities and Exchange Commission on September 19, 2011 (the “Form 10-Q”), is to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4T.	Control and Procedures	16

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Submission of Matters to a Vote of Security Holders	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
	Signatures	18

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

ALVERON ENERGY CORP.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

AS AT JULY 31 , 2011 and October 31, 2010

(Expressed in United States Dollars)

	July 31,			October 31,
	2011			2010
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	114		$	200
Net Assets from Discontinued Operations		-			15,658
Total Current Assets		114			15,858
Total Assets	$	114		$	15,858

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued liabilities	$	37,423		$	7,655
Related Party Note		579,283			33,038
Net Liabilities from Discontinued Operations		-			9,136
Total Current Liabilities		616,706			49,829
Total Liabilities		616,706			49,829
STOCKHOLDERS' DEFICIT
Capital Stock - $.001 par value, 100,000,000 common shares authorized,
52,140,000 and 49,540,000 common shares issued and outstanding as of July 31, 2011 and October 31, 2010, respectively		52,140			49,540
Additional paid-in capital		84,342			55,942
Deficit accumulated during the development stage		(753,074	)		(124,014	)
Discontinued Operations – Non-Controlling Interest		-			(15,439	)
Total Stockholders' Deficit		(616,592	)		(33,971	)

Total Liabilities and Total Stockholders' Deficit	$	114		$	15,858

(See accompanying notes to the financial statements)

ALVERON ENERGY CORP.

Consolidated

(A Development Stage Company) Unaudited

STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended July 31, 2011 and 2010, and Cumulative from November 18, 2003

(Date of Inception) Through July 31, 2011


													November 18, 2003
	Three Months			Three Months			Nine Months			Nine Months			(Date of Inception)
	Ended			Ended			Ended			Ended			Through
	July 31			July 31			July 31			July 31			July 31
	2011			2010			2011			2010			2011

Revenues	$	-			-			-			-			-

Expenses
Professional fees		145			7,489			8,145			11,239			62,558
Consulting Expense		-			-			26,000			-			30,000
Interest expense		10,944			423			29,928			1,193			36,147
Office and Administrative		305			11,424			3,498			1,602			32,542
Foreign currency translation		-			-			86			132			1,927
Total operating expenses		11,394			19,336			67,657			14,166			163,174

Net Loss		(11,394	)		(19,336	)		(67,657	)		(14,166	)		(163,174	)

Loss from Discontinued Operations		(352,502	)		(21,070	)		(545,964	)		(47,740	)		(589,900	)

Adjusted Net Loss		(363,896	)		(40,406	)		(613,621	)		(61,096	)		(753,074	)

Loss per Common Share - Basic	$	(0.01	)		(0.00	)		(0.01	)		(0.00	)
and Diluted

Weighted average number of shares outstanding during the periods basic and diluted		52,140,000			49,540,000			52,140,000			49,540,000

(See accompanying notes to the financial statements)

ALVERON ENERGY CORP. Consolidated
(A Development Stage Company) Unaudited
STATEMENTS OF CASH FLOWS
For the Nine Months Ended July 31, 2011 and 2010, and Cumulative from November 18, 2003 (Date of Inception) Through July 31, 201





							November 18, 2003
	Nine Months			Nine Months			(Date of Inception)
	Ended			Ended			Through
	July 31,			July 31			July 31
	2011			2010			2011

Cash Flows from Operating Activities
Net loss	$	(613,621	)		(61,096	)		(753,074	)
Adjustments to reconcile net loss to net cash used by Operating activities:
Common stock issued for services		26,000			-			30,000
Interest accrued on convertible note		-			1,194			6,220
Repayment in excess of lending		5,000			-			5,000
Loss on discontinued operations		545,964			-			545,964
Changes in operating assets and liabilities
Accounts payable and accrued liabilities		24,045			(9,996	)		31,698
Net cash used in continuing operating activities		(12,612	)		(69,898	)		(134,192	)
Net cash used in discontinued operating activities		(44,206	)		-			(44,206	)
Cash flows used in operating activities		(56,818	)		(70,311	)		(178,398	)

Cash Flows from Investing Activities
Cash used for discontinued investing activities		(501,758	)		-			(501,758	)
Net Cash Used in Investing Activities		(501,758	)		-			(501,758	)

Cash Flows from Financing Activities
Proceeds from convertible note		-			--			6,000
Repayment of note		(11,000	)		-			(11,000	)
Proceeds from issuance of common stock		-			55,000			61,200
Advances from related party		563,553			2,201			596,592
Stockholder contributions		-			18,091			37,199
Net cash used in continuing financing activities		552,553			75,292			689,991
Net cash provided by discontinued financing activities		(9,721	)		-			(9,721	)
Cash flows provided by financing activities		542,832			75,292			680,270
Net (Decrease) Increase in Cash		(15,744	)		(5,394	)		114
Cash and Cash Equivalents beginning of period		15,858			210			-

Cash and Cash Equivalents end of period	$	114			(5,604	)		114

Supplemental Cash Flow Information
Interest paid		-			-			-
Income taxes paid		-			-			-

(See accompanying notes to the financial statements)

ALVERON ENERGY CORP.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

July 31, 2011 (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. In February 12, 2010, the Company formed a new Joint Venture Corporation, “Yantai Alveron Energy Development Company”, in Shandong, China as per the agreement sign on June 20, 2009. The company ownership was organized per the agreement with Alveron Energy Corp. owning 77% and the joint partners owning the remaining 23% of the new entity.

On April 12, 2010 the Board of Directors of Modena I, Inc. (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Delaware changing the Company’s name to Alveron Energy Corp.

Alveron Energy Corp.’s interest in the Longquan wind project in Shangdong, China has been dissolved resulting in a loss on discontinued operations (see note 4).

2. Going Concern

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 $616,592 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.

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 FASB Pronouncements. Among the disclosures required 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.

The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim condensed financial statements be read in conjunction with the financial statements of the Company for the year ended October 31, 2010 and notes thereto included in the Company's 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

In preparing financial statements, the Company's management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. We review our estimates on an on-going basis, including those related to contingencies and income taxes. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.

Results of operations for the interim periods are not indicative of annual results.

4. Discontinued Operations

On July 20, 2011, the Company discontinued the operations for the Longquan joint venture to build the 48MW wind power plant near Yantai, Shandong, China. The operations were discontinued due to the inability to further fund the project under the time line required by the joint venture. The Company suffered a loss as of July 31, 2011 for the three of $306,064 due to the discontinued operation. In addition, the Rushan Project loss has also reclassified $239,900 loss, in prior period, to discontinued operations. Total loss from discontinued operation as of July 31, 2011 is $545,964.

Assets disposed in Discontinued Operations:


	July 31,		October 31,
	2011		2010
ASSETS
Current Assets:
Cash and cash equivalents	$	-		15,658
Equipment		-		-
Total Assets		-		15,658

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Short term loan (Related Party Loan)	$	-		9,136
Total Current Liabilities		-		9,136
Total Liabilities		-		9,136

A loss was recorded on the disposal transaction due to the excess carrying value of disposed asset relief compared to the debt on the disposal being from a third party. The value of the net assets disposed was $307,942. The liabilities disposed of in the transaction were $9,982. The difference of $297,960 was recorded as a loss due to discontinued operations. In addition to prior period loss on Rushan Project, $239,900 and expenses incurred by Joint Venture, $8,104, the total loss due to discontinued operations resulted to be $545,964

5. Summary of Significant Accounting Policies

a) Fair Value of Financial Instruments

The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.

ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The following presents assets that are measured and recognized at fair values as of July 31, 2011 on a non-recurring basis:

Level 1: None

Level 2: None

Level 3: None

As of July 31, 2011 and 2010, the carrying value of cash, accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments.

b) Earnings or Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

c) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

d) Cash and Cash Equivalents

Cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less. As of July 31, 2011 and October 31, 2010 the company had no cash equivalents.

e) Beneficial Conversion Feature of Convertible Note

Company recognized the advantageous value of conversion rights attached to convertible note. Such rights gives the holder the ability to convert debt into shares of common stock at a price per share that is less than the fair market value of the common stock on the day the loan is made to the Company. The beneficial value was calculated as the intrinsic value of the beneficial conversion feature of the convertible note and the related accrued interest and was recorded as a discount to the related debt and an addition to additional paid in capital. The discount was calculated as $2,715 and, using the effective interest rate, is being amortized over the life of the convertible note.

f) Foreign Currency Translation

Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.

g) Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

h) Recent Accounting Pronouncements

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operation

6. Promissory Note

In March 2011, the company received a loan of $5,000 from an unrelated party. The loan bears no interest if paid within 5 days of the due date of June 30, 2011. Otherwise, the loan bears interest of 10% per annum. The loan is unsecured.

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 was due on July 2, 2010. As of October 31, 2010 the note was past due. 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 contingent upon mutual agreement on a conversion price between the company and the note holder. The number of common shares that shall be issued upon conversion of the note shall be determined by the holder and the Company.

The Company evaluated the conversion feature embedded in the debt instrument and concluded that a beneficial conversion feature existed. In accordance with the provisions of FASB ASC Topic 470-20, the Company calculated the aggregate value of the embedded beneficial conversion features in connection with the issuances of the convertible notes. The fair value of the embedded beneficial conversion feature was estimated to be the difference between the issue date fair value and face amount of the debt, with the fair value of the debt being determined on a relative fair value basis based on the underlying estimated fair values of the common shares issuable on conversion. The embedded beneficial conversion feature was recorded as a contribution to additional paid-in capital of $2,715. The resulting debt discounts are being accreted over the term of the notes using the effective interest amortization method. In addition, the Company evaluated the convertible note for embedded derivatives and as a result of the provision in the Convertible Promissory Note agreement; conversion of note is contingent upon a mutually agreed upon conversion price. As such, no derivative liabilities need to be recorded.

On November 26, 2010, Alveron repaid $6,000 principal towards the convertible promissory note. As of April 30, 2011, accrued interest of $1,493 remains unpaid.

7. 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. During the quarter ending July 31, 2011, $1,300 was paid by shareholder for professional fees, $1,345 was paid by shareholder for filing fees and $5,000 was repaid to shareholder. Since inception, the shareholder has advanced funds for professional fees and other office and general expenses in the amount of $616,482. The shareholder has waived reimbursement of $37,199 and considered these advances as a contribution to capital. Accordingly, the contributions have been recorded as additional paid-in capital. The remaining $579,283 is considered as a unsecured loan with interest rate of 7% annual rate and due upon demand. Accrued interest recorded as of July 31, 2011 is $31,572.

8. Stockholders’ Activity

There were not any stockholders’ activity during the quarter ended July 31, 2011.

For the period ended January 31, 2011, we issued 2,600,000 shares of common stock to 2 companies for consulting fees. The consideration for such shares was $0.01 per share, amounting in the aggregate to $26,000. The shares issued were valued based on the last sell price of common stock for cash.

9. Joint Venture

On February 12, 2010, the Company formed a new Joint Venture Corporation, “Yantai Alveron Energy Development Company”, in Shandong, China as per the agreement sign on June 20, 2009. The company ownership was organized per the agreement with Alveron Energy Corp. owning 77% and the joint partners owning the remaining 23% of the new entity. On the date of the Joint Venture, Yantai had no balance sheet or income statement activities. Alveron Energy Corp. transferred a total of $539,900 to this new entity during the quarter ending January 31, 2011 to be used on the feasibility report for a potential 48MW wind energy plant in Shandong, China. Out of the total $539,900, $239,900 was allocated to the Rushan Project and $258,230 to the Longquan Project. As of July 31, 201 and based on events that have deterred the likely success of the Rushan and Longuan Project, the company has discontinued operations in the Joint Venture, see Note 4.

10. Deposit

On December 30, 2010, Alveron Energy Corp. entered into a purchase agreement with a third party company to manufacture wind power generator. Company paid non-refundable amount of $258,230 as a deposit to purchase 24 sets of magnetic wind power generator. The total contract price adjusted for foreign translation as of January 31, 2011 is $26,977,440 USD. Based on the terms of the agreement, Alveron Energy Corp. needs to pay 90%, net of deposit, when equipments arrived at the plant. The remaining 10% is due 24 months after all installation is complete and functional. As of July 31, 2011 the Joint Venture has discontinued due to lack of funding, see Note 4. As a result of the discontinued operations the company has expensed such assets.

11. Subsequent Events

Effective on August 30, 2011, Mr. Changbao Lu was removed as the President, Chief Executive Officer and a director of the Company and Mr. William Tien was removed as the Chief Financial Officer of Alveron Energy Corp. (the “Company”) due to majority consent in lieu of special meeting of shareholders of the company on August 30, 2011.

Effective on the same day, Mr. Sang-Ho Kim was appointed as President, Chief Executive Officer, Chief Financial Officer of the Company and Mr. Surendran Shanmugam was appointed as Secretary and Board of Directors of the Company.

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 July 31, 2011. During the three months ended July 31, 2011, the company had $145 of accounting as compared to the three months ended July 31, 2010, where the company had only $7,489 of accounting expenses and interest expense of $10,944 for the three months ended July 31, 2011 as compared to $423 for the three months ended July 31, 2010. The company did not have consulting expenses during the three months ended July 31, 2011 and nil for the three months ended July 31, 2010. The company had $nil of Research and Development expenses for the three months ended July 31, 2011 as compare to $17,128 for the three months ended July 31, 2010. The company have foreign exchange loss $nil expenses during the three months ended July 31, 2011 as compared to $nil surplus for the three months ended July 31, 2010.

Liquidity and Capital Resources

As shown in the accompanying financial statements, Alveron generated a consolidated net loss of $753,074 from November 18, 2003 (inception) to July 31, 2011, and has an accumulated deficit of $753,074 and working capital of $616,592 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, $114 as of July 31, 2011, 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.

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, 2010 (the “2010 Form 10-K”). There have been no material changes in our existing accounting policies from the disclosures included in our 2010 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

Evaluation of Disclosure Controls and Procedures

The management of the company is required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (one individual) as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Form 10-Q for the three months ended July 31, 2011 our management, under the supervision of our Chief Executive Officer and Chief Financial Officer (one individual), conducted an evaluation of disclosure controls and procedures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer (one individual) concluded that our disclosure controls and procedures were not effective as of the filing date of this Report.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control- Integrated Framework. Our management has concluded that, as of July 31, 2011, our internal control over financial reporting is not effective based on these criteria, due to material weaknesses resulting from not having an Audit Committee or financial expert on our Board of Directors and our failure to maintain appropriate cash controls.

Changes in Internal Controls

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on 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 quarter ended July 31, 2011 The company has a total of 52,140,000 common shares issued and outstanding held by 50 individuals.

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 July 31, 2011.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

(A) 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

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

(B) Reports on Form 8-K

Form 8-K Filed on May 13, 2011 reporting Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Form 8-K Filed on August 13, 2011 reporting Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

	ALVERON ENERGY CORP.

Date: December 6, 2011	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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