1271073--3/15/2010--MODENA_I

related topics

{stock, price, share}

{gas, price, oil}

{control, financial, internal}

{interest, director, officer}

{stock, price, operating}

{regulation, change, law}

{personnel, key, retain}

{acquisition, growth, future}

{cost, contract, operation}

{investment, property, distribution}

{cost, operation, labor}

We will require additional funds to achieve our current business strategy. Our inability to obtain additional financing will result in the failure of our business. Because we have not commenced business operations, we face a high risk of business failure. Because our continuation as a going concern is in doubt, we will be forced to cease business operations unless we can generate profitable operations in the future. If we are not able to obtain agreements with development partners for our wind or hydro turbine energy generation projects, our business will fail. If we are not able to locate a suitable property with commercial wind or hydro resource potential, our business will fail. Even if we demonstrate a commercial wind or water resource on a property, future changes in weather patterns could negatively impact our business, reducing potential profitability or causing our business to fail. Our ability to erect a power generating facility on a property will be contingent upon us obtaining environmental and municipal permits. If we cannot acquire these permits, our business will fail. If we cannot find a party to purchase electricity from us on acceptable terms, we will not be able to establish a wind or hydro project and our business will fail. Because management does not have any technical experience in the hydro and wind energy sector, our business has a higher risk of failure. If we are unable to hire and retain key personnel, then we may not be able to implement our business plan. Because we will incur significant costs complying with our obligations as a reporting issuer, our ability to attain profitable operations will be adversely impacted. Our sole executive officer, Sang-Ho Kim, may devote less than full time to our business, which may reduce our revenues. Our management decisions are made by Sang-Ho Kim and Surendran Shanmugam, if we lose their services, our revenues may be reduced. Our sole executive officer and directors own a majority of the outstanding shares of our common stock, and other stockholders may not be able to influence control of the company or decision making by management of the company. We may, in the future, issue additional common shares, which would reduce investors percent of ownership and may dilute our share value. Our common stock is subject to the penny stock rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock. The offering price of our common stock could be higher than the market value, causing investors to sustain a loss of their investment. State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus. Currently, there is no public market for our securities, and there can be no assurances that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations. If a market develops for our shares, sales of our shares relying upon rule 144 may depress prices in that market by a material amount. We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters. The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.

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1271073--3/15/2010--MODENA_I_INC