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SEC File Number


CUSIP Number

United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 12b-25


(check one)

-X-  Form 10-K

---  Form 20-F

---  Form 11-K

---  Form 10-Q

---  Form N-SAR

For Period Ended :  October 31, 2004

---  Transition Report on Form 10-K

---  Transition Report on Form 20-F

---  Transition Report on Form 11-K

---  Transition Report on Form 10-Q

---  Transition Report on Form N-SAR

For the Transition Period Ended: -------------------------------------

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.



Full Name of Registrant:                  Modena 3, Inc.

Address of Principal Executive Office:    162 M Homestead Street

City, State and Zip Code:                 Manchester CT 06040

PART II – RULES 12B-25(b) AND (c)

           (a)  The reasons described in reasonable detail in Part III of this form

                could not be eliminated without unreasonable effort or expense;

-X-        (b)  The subject annual report, semi-annual report, transition

                report, on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion

                thereof will be filed on or before the fifteenth calendar

                day following the prescribed due date; or the subject

                quarterly report on Form 10-Q, or portion there of will be

                filed on or before the fifth calendar day following the

                prescribed due day; and

           (c)  The accountant’s statement or other exhibit required by

                Rule 12b-25(c) has been attached if applicable.


(State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the

transition report or portion thereof, could not be filed within the prescribed

time period.)

The Company’s auditors have not yet completed the financial statements that must be

filed within this Form 10KSB.  Management and the Auditors believe that the

financials will be completed within the timeframe required for a timely filing.


(1)  Name and telephone number of person to contact in regard to this


     Abraham Pierce             (860)                  805-0701

     ------------------      ------------        ---------------------

     (Name)                  (Area Code)         (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of

     the Securities Exchange Act of 1934 or Section 30 of the Investment

     Company Act of 1940 during the preceeding 12 months (or for such

     shorter period that the registrant was required to file such reports)

     been filed?  If the answer is no, identify report(s).

                                                           -X- Yes  --- No



(3)  Is it anticipated that any significant change in results of

operations from the corresponding period for the last fiscal year will be

reflected by the earnings statements to be included in the subject report

or portion thereof?

                                                          --- Yes  -X- No

If so, attach an explanation of the anticipated change, both narratively

and quantitatively, and, if appropriate, state the reasons why a

reasonable estimate of the results cannot be made.




Modena 3, Inc.

(Name of Company)

has caused this notification to be signed on its behalf by the undersigned

hereunto duly authorized.

By: /s/    Abraham Pierce                Date:  January 28, 2005

-------------------------------------    ------------------------------

Title: President