UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2009
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-51675
LANE CO. #3, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | | 20-3771425 (I.R.S. Employer Identification No.) |
| | | |
| 333 Sandy Springs Circle, Suite 230 | | |
Atlanta, GA (Address of Principal Executive Offices) | | 30328 (Zip Code) |
(404) 257-9150
(Issuer’s telephone number, including area code)
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 ¨
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).
¨ No ¨Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
| (Do not check if a smaller reporting company) | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the last practicable date. There were 100,000 of Common Stock outstanding on May 5, 2009.
Table of Contents
LANE CO. #3, INC.
(a development stage company)
TABLE OF CONTENTS
| | | | | | | Page No. |
| | | |
| Part I. | | | | |
| | | | |
| | | Item 1. | | Financial Statements | | 3 |
| | | | |
| | | | | Balance Sheets, March 31, 2009 (Unaudited) and September 30, 2008 (audited) | | 3 |
| | | | |
| | | | | Statements of Operations for the three months ended March 31, 2009 (Unaudited) and 2008 (Unaudited), for the six months ended March 31, 2009 (Unaudited) and 2008 (Unaudited) and for the period November 2, 2005 (inception) to March 31, 2009 (Unaudited) | | 4 |
| |
| | | | | Statements of Cash Flows for the six months ended March 31, 2009 (Unaudited) and 2008 (Unaudited) and for the period November 2, 2005 (inception) to March 31, 2009 (Unaudited) | | 5 |
| | | | |
| | | | | Notes to Financial Statements | | 6 |
| | | | |
| | | Item 2. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 9 |
| | | | |
| | | Item 3. | | Quantitative and Qualitative Disclosures About Market Risk | | 9 |
| | | | | | | |
| | | Item 4 | | Controls and Procedures | | 9 |
| | | | |
| | | Item 4(T). | | Controls and Procedures | | 10 |
| | | |
| Part II. | | | | |
| | | | |
| | | Item 1. | | Legal Proceedings | | 10 |
| | | | | | | |
| | | Item 1A. | | | | |
| | | | |
| | | Item 2. | | Unregistered Sales Of Equity Securities And Use Of Proceeds | | 10 |
| | | | |
| | | Item 3. | | Defaults Upon Senior Securities | | 10 |
| | | | | | | |
| | | Item 4. | | Submission of Matters to a Vote of Security Holders | | 10 |
| | | | | | | |
| | | Item 5. | | Other Information | | 10 |
| | | | | | | |
| | | Item 6. | | Exhibits | | 10 |
| | | | | | | |
| | | SIGNATURES | | 11 |
PART I
Item 1. – Financial Statements
LANE CO. #3, INC.
(a corporation in its development stage)
BALANCE SHEETS
| | | March 31, 2009 | | | September 30, 2008 | |
| | | (unaudited) | | | (audited) | |
| ASSETS | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 2,646 | | | $ | 341 | |
| Prepaid accounting fees | | | 1,000 | | | | - | |
| Total assets | | $ | 3,646 | | | $ | 341 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 447 | | | $ | 8,004 | |
| Shareholders advances | | | 39,638 | | | | 24,638 | |
| Total current liabilities | | | 40,085 | | | | 32,642 | |
| | | | | | | | | |
| Commitments and contingencies: | | | | | | | | |
| | | | | | | | | |
| Stockholders' Equity | | | | | | | | |
| Preferred stock - $.0001 par value | | | | | | | | |
| Authorized 10,000,000 shares; none issued | | $ | - | | | $ | - | |
| Common stock - $.0001 par value | | | | | | | | |
| Authorized 100,000,000 shares | | | | | | | | |
| issued and outstanding 100,000 | | | 10 | | | | 10 | |
| Additional paid-in capital in excess of par | | | 9,490 | | | | 9,490 | |
| Deficit accumulated during development stage | | | (45,939 | ) | | | (41,801 | ) |
| Total stockholders' equity | | | (36,439 | ) | | | (32,301 | ) |
| Total liabilities and stockholders' equity | | $ | 3,646 | | | $ | 341 | |
The financial information presented herein has been prepared by management without audit by independent certified public accountants.
The accompanying notes should be read
in conjunction with the financial statements.
LANE CO. #3, INC.
(a corporation in its development stage)
STATEMENTS OF OPERATIONS
| | | | | | | | | | | | | | | Period from November 2, 2005 | |
| | | For the Three Months Ended | | | For the Six Months Ended | | | (inception) to | |
| | | March 31, | | | March 31, | | | March 31, | | | March 31, | | | March 31, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
| | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | |
| | | | | | | | | | | | | | | | |
| Sales: | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| Cost of Sales | | | - | | | | - | | | | - | | | | - | | | | - | |
| Gross Profit | | | - | | | | - | | | | - | | | | - | | | | - | |
| General and administrative expenses | | | 2,592 | | | | 2,000 | | | | 4,138 | | | | 3,750 | | | | 45,939 | |
| Net loss | | $ | (2,592 | ) | | $ | (2,000 | ) | | $ | (4,138 | ) | | $ | (3,750 | ) | | $ | (45,939 | ) |
| Weighted average number of shares | | | | | | | | | | | | | | | | | | | | |
| Outstanding (basic and fully diluted) | | | 100,000 | | | | 100,000 | | | | 100,000 | | | | 100,000 | | | | 100,000 | |
| Net loss per share - basic and diluted | | $ | (0.026 | ) | | $ | (0.020 | ) | | $ | (0.041 | ) | | $ | (0.038 | ) | | $ | (0.459 | ) |
The financial information presented herein has been prepared by management without audit by independent certified public accountants.
The accompanying notes should be read
in conjunction with the financial statements.
LANE CO. #3, INC.
(a corporation in its development stage)
STATEMENTS OF CASH FLOWS
| | | | | | | | | Period from November 2, | |
| | | For the Six Months Ended | | | | |
| | | March 31, | | | March 31, | | | to March 31, | |
| | | 2009 | | | 2008 | | | 2008 | |
| | | (unaudited) | | | (unaudited) | | | (unaudited) | |
| | | | | | | | | | |
| Cash flows from operating activities: | | | | | | | | | |
| Net loss | | $ | (2,592 | ) | | $ | (2,000 | ) | | $ | (45,939 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | |
| Prepaid accounting fees | | | 2,000 | | | | 1,000 | | | | (1,000 | ) |
| Accounts payable and accrued liabilities | | | (303 | ) | | | (658 | ) | | | 447 | |
| Net cash (used in) operating activities | | | (895 | ) | | | (1,658 | ) | | | (46,492 | ) |
| | | | | | | | | | | | | |
| Cash flows from financing activities: | | | | | | | | | | | | |
| Proceeds from shareholders loan | | | - | | | | 3,000 | | | | 39,638 | |
| Proceeds from issuance of common stock | | | - | | | | - | | | | 7,000 | |
| Proceeds from additional capital contribution | | | - | | | | - | | | | 2,500 | |
| Net cash provided by financing activities | | | - | | | | 3,000 | | | | 49,138 | |
| Net increase in cash for the period then ended | | | (895 | ) | | | 1,342 | | | | 2,646 | |
| Cash, beginning of period | | | 3,541 | | | | 100 | | | | - | |
| Cash, end of period | | $ | 2,646 | | | $ | 1,442 | | | $ | 2,646 | |
The financial information presented herein has been prepared by management without audit by independent certified public accountants.
The accompanying notes should be read
in conjunction with the financial statements.
LANE CO. #3, INC.
(a corporation in its development stage)
NOTES TO FINANCIAL STATEMENTS
March 31, 2009
Lane Co #3, Inc. (“the Company”) was incorporated in State of Delaware on November 2, 2005 and is currently in its development stage.
On December 15, 2005 the Company filed a Registration Statement of Form 10 to have its common stock, par value $0.0001 registered under Section 12 (g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with the provisions of the Exchange Act such Registration Statement became effective on February 13, 2006.
As a blank check company, the Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. As of the date of the financial statements, the Company is continuing its efforts to locate a candidate to pursue a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent or any other agreement concerning any target business. No assurances can be given that the Company will be successful in locating or negotiating with any target company. Since inception, the Company has been engaged in organizational efforts.
On February 22, 2007 John D. Lane, the President and sole shareholder of the Company, sold 90,000 shares of common stock, representing ninety percent of the issued and outstanding common shares to High Capital Funding, LLC, a private investment company, for $15,000.
NOTE 2 – Summary of Significant Accounting Policies
The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States.
Significant accounting policies are as follows:
The preparation of the statement of financial condition in conformity with accounting principles generally accepted in the United States requires management to make estimated and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the statement of financial condition and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| b. | Cash and Cash Equivalents |
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. On October 29, 2007, the Company established a bank account at Wachovia Bank. For the period November 2, 2005 (inception) through September 30, 2007, the Company did not maintain a bank account.
The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting basis and tax basis of the assets and liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. See Note 5.
Loss per share is computed by dividing the net loss by the weighted−average number of shares of common stock outstanding during the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128.
| e. | New Accounting Pronouncement |
The Company does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on its financial position or results of operations.
LANE CO. #3, INC.
(a corporation in its development stage)
NOTES TO FINANCIAL STATEMENTS
March 31, 2009
NOTE 3 − Preferred Stock
The Company is authorized to issue 10,000,000 shares of Preferred Stock. The Preferred Stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time. As of March 31, 2009, the Company had no outstanding preferred stock.
NOTE 4 − Common Stock
The Company is authorized to issue 100,000,000 shares of Common Stock. On November 3, 2005, the Company issued 100,000 shares of Common Stock for total consideration of $7,000 to the sole shareholder of the Company at that date.
During the period from November 02, 2005 (inception) to September 30, 2006, the sole shareholder of the Company made additional capital contributions of $2,500.
The Company did not issue any Common Stock, nor did the shareholder make any capital contributions during the period October 1, 2008 to March 31, 2009.
Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
NOTE 5 − Income Taxes
As a result of the change in control of the Company, all net operating loss carry−forwards up to February 22, 2007 amounting to $17,500 are no longer available to the Company. The Company has approximately $11,400 in gross deferred tax assets at March 31, 2009 resulting from net operating loss carry−forwards. A valuation allowance has been recorded to fully offset these deferred tax assets because the future realization of the related income tax benefits is uncertain. At March 31, 2008, the Company had $6,000 in gross deferred tax assets which were fully offset by a valuation reserve because the future realization of the related income tax benefits is uncertain. Accordingly, the net provision for income taxes is zero for the period November 02, 2005 (inception) to March 31, 2009. At March 31, 2009, the Company has federal net operating loss carry-forwards of approximately $28,500 available to offset future taxable income through 2027. The difference between the tax provision at the statutory federal and state income tax rate and the tax provision attributable to loss before income taxes is as follows (in percentages):
| | | | | | | | | Period from November 2, 2005 | |
| | | For the Three Months Ended | | | (inception) to | |
| | | March 31, | | | March 31, | | | March 31, | |
| | | 2009 | | | 2008 | | | 2008 | |
| | | | | | | | | | |
| Statutory federal income taxes | | | -34.0 | % | | | -34.0 | % | | | -34.0 | % |
| State taxes, net of federal benefits | | | -6.0 | % | | | -6.0 | % | | | -6.0 | % |
| Valuation allowance | | | 40.0 | % | | | 40.0 | % | | | 40.0 | % |
| | | | | | | | | | | | | |
| Income tax rate | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % |
LANE CO. #3, INC.
(a corporation in its development stage)
NOTES TO FINANCIAL STATEMENTS
March 31, 2009
NOTE 6 − 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. As of the date of these financial statements, the Company has made no efforts to identify a possible business combination.
For the period from November 2, 2005 (inception) to March 31, 2009, the Company incurred losses of $45,939.
For the period from October 1, 2008 to March 31, 2009, the Company had no revenue, expenses of $4,138 and a loss of $4,138.
The ability of the Company to continue as a going concern is dependent upon its ability to find a suitable acquisition/merger candidate, raise additional capital from the sale of Common Stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.
Item 2. - Management's Discussion and Analysis of Financial Conditions and Results of Operations Plan of Operation
The Company is continuing its efforts to locate a candidate to pursue a business combination through acquisition, or merger. It is possible that the Company will be successful in locating such a candidate and closing such an acquisition or merger. However, if the Company cannot effect a non−cash acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance that the Company would obtain any such equity funding.
Results of Operation
The Company did not have any operating income from November 2, 2005 (inception) through March 31, 2009. The Company recognized a net loss of $45,939 for the period of November 2, 2005 (inception) through March 31, 2009. The Company recognized a net loss of $4,138 for the period from October 1, 2008 to March 31, 2009. Expenses from inception comprised of costs mainly associated with legal and accounting.
Liquidity and Capital Resources
At March 31, 2009, the Company had no capital resources and will rely upon the issuance of Common Stock, additional capital contributions and loans from shareholders to fund administrative expenses pending acquisition or merger of an operating company.
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.
The Company and/or shareholders will supervise the search for target companies as potential candidates for a business combination. The Company and/or shareholders may pay as their own expenses any costs incurred in supervising the search for a target company. The Company and/or shareholders may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.
Item 3. - Quantitative and Quantitative Disclosures About Market Risk.
N/A
Item 4. - Controls and Procedures
| (a) | Evaluation of disclosure controls and procedures. |
The Company maintains disclosure controls and procedures that are designed and intended to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission's rules and forms to allow timely decisions regarding required disclosure. These controls and procedures also are intended to ensure that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.
Our Certifying Officers carried out an evaluation, on the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules13a−15 and 15d−15 as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officer and Chief Accounting Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to information relating to material information required to be included in the Company's Exchange Act reports.
While the Company believes that its existing disclosure controls and procedures have been effective to accomplish their objectives, the Company intends to continue to examine, refine and document its disclosure controls and procedures and to monitor ongoing developments in this area.
| (b) | Changes in internal controls. |
During the quarter ended March 31, 2009, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 4T. - Controls and Procedures
N/A
PART II − OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against the Company has been threatened.
Item 1A. Risk Factors.
N/A
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On November 3, 2005, the Company issued 100,000 shares of common stock for total consideration of $7,000 to the sole shareholder of the Company under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending March 31, 2009, covered by this report to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.
Item 5. Other Information.
None
Item 6. Exhibits.
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the issuer caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 12, 2009
Lane Co. #3, Inc.
| By: /s/ John D. Lane |
| Signature: |
| Name: John D. Lane |
| Title: Chief Executive Officer |
| By: /s/ Fred A. Brasch |
| Signature: |
Name: Fred A. Brasch Title: Chief Financial Officer |
