UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM 8-K
----------------------------------------
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 17, 2004
MODENA 5, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-50497 98-0412435
(State or other jurisdiction (Commission (IRS Employer ID No.)
of Incorporation) File Number)
2218 Meade Avenue, San Diego, CA 92116. Tel: (619) 857-5861
(Address and Telephone Number of Registrant's Principal
Executive Offices and Principal Place of Business)
(Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.01 Changes in Control of Registrant
On November 17, 2004, Mr. Chris Penner, the Company's sole officer and a member
of the Board of Directors since its inception, tendered his resignation as the
sole member of the Board of Directors and as the sole officer of the Company.
Mr. Penner resigned his positions with the Company due to his inability to
continue to dedicate sufficient time to the Company's due to personal and other
professional commitments. Concurrent with his resignation as an officer and
director of the Company, Mr. Penner transferred all 100,000 shares in the
Company to Ms. Kelly Ann Gomes for monetary consideration and in consideration
for Ms. Gomes accepting appointment to the positions of President, Chief
Executive Officer, Chief Financial Officer and as a member of the Board of
Directors of the Company. These shares represent one hundred (100%) of the
issued and outstanding stock of the Company.
Kelly Ann Gomes is currently self-employed as a restaurant proprietor in San
Diego, California. Prior to being self-employed Ms. Gomes worked as a real
estate broker for five years, holding licenses in both the State of New York and
the State of California. Ms. Gomes will assist the Company in its attempt to
locate and negotiate with a business entity for the combination of that target
company.
The following table sets forth information regarding the beneficial ownership of
the shares of the Common Stock on November 17, 2004, by (i) each person known by
the Company to be the beneficial owner of more than five percent (5%) of the
Company's outstanding shares of Common Stock, (ii) each director of the Company,
(iii) the executive officers of the Company, and (iv) by all directors and
executive officers of the Company as a group, prior to and upon completion of
this Offering. Each person named in the table, has sole voting and investment
power with respect to all shares shown as beneficially owned by such person and
can be contacted at the address of the Company.
NAME OF SHARES OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK OF CLASS
- -------------- ---------------- ------------ --------
5% STOCKHOLDERS
Common Stock Kelly Ann Gomes 100,000 100.00%
DIRECTORS AND NAMED EXECUTIVE 100,000 100.00%
OFFICERS
Common Stock Kelly Ann Gomes 100,000 100.00%
President, CEO, CFO
and Director
DIRECTORS AND 100,000 100.00%
OFFICERS AS A
GROUP
Item 9.01 Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits
Number Exhibit
- ------ -------
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, we have
duly caused this report to be signed on our behalf by the undersigned hereunto
duly authorized.
MODENA 5, INC.
By: /s/ Kelly Ann Gomes
---------------------------------
Kelly Ann Gomes
President
Date: November 17, 2004