U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2005
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No.
Lane Co. #3, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 20-3771425
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
263 Queens Grant Road
Fairfield, CT 06824-1929
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(Address of Principal Executive Offices)
203-255-0341
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(Issuer's telephone number)
(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 [ ]
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 [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of December 31, 2005: 100,000 shares of common stock.
LANE CO #3, INC.
(a corporation in the development stage)
FINANCIAL STATEMENTS
INDEX
Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
Item 3. Control and Procedures
Part II-- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
Item 1. Financial Information
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with
U.S. generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB and item 310 under subpart A of Regulation
S-B. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the three
months ended December 31, 2005 are not necessarily indicative of results that
may be expected for the year ending September 30, 2006. The financial statements
are presented on the accrual basis.
LANE CO #3, INC.
(a corporation in the development stage)
FINANCIAL STATEMENTS
AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
December 31, 2005
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LANE CO #3, INC.
(a corporation in the development stage)
INDEX TO FINANCIAL STATEMENTS
December 31, 2005
Page
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Financial Statements
Balance Sheet F-1
Statement of Operations F-2
Statement of Stockholder's Equity F-3
Statement of Cash Flows F-4
Notes to Financial Statements F-5 -
F-6
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LANE CO #3, INC.
(a corporation in the development stage)
BALANCE SHEET
December 31, 2005
ASSETS
Total assets $ --
=======
LIABILITIES AND STOCKHOLDER'S EQUITY
Total liabilities $-
-------
Commitments and contingencies
Stockholder's 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 shares --
Additional paid in capital 7,000
Deficit accumulated during the development stage (7,000)
-------
Total stockholder's equity --
-------
Total liabilities and stockholder's equity $ --
=======
The accompanying notes are an integral part of these financial statements
F-1
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LANE CO #3, INC.
(a corporation in the development stage)
STATEMENT OF OPERATIONS
For the period from November 2, 2005 (Inception) to December 31, 2005
Formation costs $ 7,000
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Net loss $ (7,000)
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Weighted average shares outstanding (basic and diluted) 100,000
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Net loss per share (basic and diluted) $ (0.070)
=========
The accompanying notes are an integral part of these financial statements
F-2
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LANE CO #3, INC.
(a corporation in the development stage)
STATEMENT OF STOCKHOLDER'S EQUITY
For the period from November 2, 2005 (Inception) to December 31, 2005
Deficit
Additional During the
Common Stock Paid-in Development Stockholder's
Shares Amount Capital Stage Equity
------------------------------------------------------------------
Balance, November 02, 2005 -- $-- $ -- $ -- $ --
Common shares issued 100,000 -- $ 7,000 -- $ 7,000
Net loss -- -- -- $(7,000) $(7,000)
------- --- ------- ------- -------
Balance, December 31, 2005 100,000 $-- $ 7,000 $(7,000) $ --
======= === ======= ======= =======
The accompanying notes are an integral part of these financial statements
F-3
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LANE CO #3, INC.
(a corporation in the development stage)
STATEMENT OF CASH FLOWS
For the period from November 2, 2005 (Inception) to December 31, 2005
Cash flows from operating activities
Net income (loss) $(7,000)
-------
Cash flows used in operating activities (7,000)
-------
Cash flows from financing activities
Proceeds from issuance of common shares 7,000
-------
Cash flows provided by financing activities 7,000
-------
Net increase in cash --
Cash, beginning of period --
-------
Cash, end of period $ --
=======
The accompanying notes are an integral part of these financial statements
F-4
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LANE CO #3, INC.
(a corporation in the development stage)
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
NOTE 1 - Organization and Significant Accounting Policies
Nature of Operations
Lane Co #3, Inc. ("the Company") was incorporated in the State of
Delaware on November 2, 2005 and is currently in its development stage.
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 has made no efforts to
identify a possible business combination. As a result, the Company has not
conducted negotiations or entered into a letter of intent 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.
The Company has adopted its fiscal year end to be September 30.
Basis of Accounting:
The Company's financial statements are prepared in accordance with U.S.
generally accepted accounting principles.
Loss per Common Share
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.
NOTE 2 - 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.
Continued,
F-5
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LANE CO #3, INC.
(a corporation in the development stage)
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
NOTE 3 - COMMON STOCK
The Company is authorized to issue 100,000,000 shares of Company 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.
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 4 - 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.
The Company's shareholder shall fund the Company's activities while the
Company takes steps to locate and negotiate with a business entity through
acquisition, or merger with, an existing company; however, there can be no
assurance these activities will be successful.
F-6
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Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations Plan of Operation
The Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.
Results of Operation
The Company did not have any operating income from inception through December
31, 2005, the registrant recognized a net loss of $7,000. Expenses from
inception were comprised of costs mainly associated with legal and accounting.
Liquidity and Capital Resources
At December 31, 2005 the Company had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition 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
shareholder 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. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
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 2. Changes in Securities.
None
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 December 31, 2005, 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 and Reports of Form 8-K.
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act
of 2002
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act
of 2002
(b) Reports of Form 8-K
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized.
Dated: February 14, 2006
Lane Co. #3, Inc.
By: /s/ John D. Lane
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President