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 March 31, 2007
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fro
Commission File No. 000-51675
LANE CO. #3, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 20-3771425
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Sandy Springs Circle, Suite 230
Atlanta, GA 30328
(Address of Principal Executive Offices)
404-257-9150
(Issuer's telephone number)
263 Queens Grant Road
Fairfield, CT 06824-1929
(Former Address of Principal Executive Offices)
203-255-0341
(Issuer's former telephone number)
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 |_| No |_|
State the number of shares outstanding of each of the issuer's classes of common
equity, as of April 24, 2007: 100,000 shares of common stock.
Part I
Item 1 - Financial Statements
LANE CO #3, INC.
(a corporation in the development stage)
BALANCE SHEETS
March 31, 2007 and September 30, 2006
March 31, September 30,
2007 2006
unaudited audited
ASSETS
Current assets:
Prepaid accounting fees $ 1,000 $ --
--------- ---------
Total assets $ 1,000 $ --
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Shareholders loans $ 10,906 $ --
--------- ---------
Total current liabilities $ 10,906 $ --
--------- ---------
Commitments and contingencies:
Stockholders' Equity
Preferred stock - $.0001 par value
Authorized 10,000,000 shares; none issued $ -- $ --
Common stock - $.001 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 ($ 19,406) ($ 9,500)
--------- ---------
Total stockholders' equity (9,906) --
--------- ---------
Total liabilities and stockholders' equity $ 1,000 $ --
========= =========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
LANE CO #3, INC.
(a corporation in the development stage)
STATEMENTS OF OPERATIONS
For the Three Months ended March 31, 2007
and
For the period from November 2, 2005 (Inception) to
March 31, 2007
Period from
Three Months Three Months November 2, 2005
Ended March Ended December (inception) to
31, 2007 31, 2006 March 31, 2007
Sales: $ -- $ -- $ --
Cost of Sales -- -- --
--------- ----------- ---------
Gross Profits -- -- --
General and administrative expenses 9,906 -- 19,406
--------- ----------- ---------
Net loss ($ 9,906) $ -- ($ 19,406)
========= =========== =========
Weighted average number of shares
Outstanding (basic and fully diluted) 100,000 100,000 100,000
========= =========== =========
Net loss per share - basic and diluted ($ 0.099) $ -- ($ 0.194)
========= =========== =========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
LANE CO #3, INC.
(a corporation in the development stage)
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2007
and
For the period from November 2, 2005 (Inception) to
March 31, 2007
Period from
Three Months Three Months November 2, 2005
Ended March Ended December (inception) to
31, 2007 31, 2006 March 31, 2007
Cash flows from operating activities:
Net loss ($ 9,906) $ -- ($ 19,406)
Adjustments to reconcile net loss to net cash used in
operating activities:
Prepaid accounting fees (1,000) -- (1,000)
-------- ----------- --------
Net cash (used in) operating activities (10,90) -- (20,406)
Cash flows from financing activities:
Proceeds from shareholders loan 10,906 -- 10,906
Proceeds from issuance of common stock -- -- 7,000
Proceeds from additional capital contribution -- -- 2,500
-------- ----------- --------
Net cash provided by financing activities 10,906 -- 20,406
Net increase in cash for the period then ended -- -- --
Cash, beginning of period -- -- --
-------- ----------- --------
Cash, end of period $ -- $ -- $ --
======== =========== ========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
LANE CO #3, INC.
(a corporation in the development stage)
Notes to Financial Statements
March 31, 2007
NOTE 1 - Organization
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 10SB 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 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 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:
a. Use of Estimates
The preparation of the statement of financial condition in
conformity with accounting principles generally accepted in the
United States requires management to make estimates 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. For the period November
2, 2005 (inception) through March 31, 2007, the Company did not
maintain a bank account.
c. Income Taxes
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.
Continued,
LANE CO #3, INC.
(a corporation in the development stage)
Notes to Financial Statements
March 31, 2007
d. 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.
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.
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, 2007, the Company had no outstanding preferred stock.
NOTE 4 - 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 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, 2006 to March 31, 2007.
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.
Continued,
LANE CO #3, INC.
(a corporation in the development stage)
Notes to Financial Statements
March 31, 2007
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 $1,906 in gross deferred tax assets at
March 31, 2007 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
September 30, 2006, the Company had $9,500 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,
2007. At March 31, 2007, the Company has federal net operating loss carry
forwards of approximately $1,906 available to offset future taxable income
through 2026. The difference between the tax provision at the statutory federal
income tax rate and the tax provision attributable to loss before income taxes
is as follows (in percentages):
For the period
November 2, 2005
(inception) through
March 31, 2007
-------------------
Statutory federal income taxes -34.0%
State taxes, net of federal benefits -6.0%
Valuation allowance 40.0%
-----
Income tax rate 0.0%
=====
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) March 31, 2007, the Company
incurred losses of $19,406.
For the period from January 1, 2007 to March 31, 2007, the Company had no
revenue, expenses of $9,906 and a loss of $9,906.
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.
NOTE 7 - Subsequent Events
On April 16, 2007, David A. Rapaport was appointed as a Director, Executive Vice
President, Secretary and General Counsel; and Fred A. Brasch was appointed as
Chief Financial Officer and Treasurer of the Company.
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 merger candidate for the
purpose of a merger. It is possible that the Company will be successful in
locating such a merger candidate and closing such 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 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, 2007. The Company recognized a net loss of $9,500 for the
period of November 2, 2005 (inception) through September 30, 2006. The Company
recognized a net loss of $9,906 for the period of October 1, 2006 through March
31, 2007. Expenses from inception were comprised of costs mainly associated with
legal and accounting.
Liquidity and Capital Resources
At March 31, 2007, 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 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. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain disclosure controls and procedures that are
designed 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. The Certifying Officers
necessarily applied their judgment in assessing the costs and benefits of such
controls and procedures, which, by their nature, can provide only reasonable
assurance regarding management's control objectives.
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 the
Company 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, 2007, 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.
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 March 31, 2007, 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: April 25, 2007
Lane Co. #3, Inc.
By: /s/ John D. Lane
-----------------------------
President