~~U.S.~~UNITED ~~SECURITIES AND EXCHANGE COMMISSION~~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 ~~quarterly~~Period ~~period~~Ended ~~ended~~March ~~December~~ 31, ~~2008~~2009

~~o TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period:

Commission File No. 000-51674

LANE CO. #5, INC.

(Exact name of small business issuer as specified in its charter)

Delaware		20-3771307
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2425 Post Road, Suite 205

Southport, CT 06890-1267

(Address of Principal Executive Offices)

203-255-0341

(Issuer’s telephone number)

(Former name, address and fiscal year, if changed since last report)

~~Check~~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 o ¨

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer,~~corporate aWeb ~~non-accelerated~~site, ~~filer~~if any, orevery aInteractive ~~smaller~~Data ~~reporting~~File ~~company.~~required ~~See~~to be ~~the~~submitted ~~definitions~~and posted pursuant to Rule 405 of ~~“large~~Regulation ~~accelerated~~S-T ~~filer,”~~(§232.405 ~~“accelerated~~of ~~filer,”~~this ~~“non-accelerated~~chapter) ~~filer”~~during the ~~and~~preceding ~~“smaller~~12 ~~reporting~~months ~~company”~~(or infor ~~Rule~~such ~~12b-2~~shorter ofperiod that the ~~Exchange~~registrant ~~Act.~~was ~~(Check~~required ~~one~~to submit and post such files):. Yes o No x

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, oan accelerated ~~Accelerated~~ filer, oa ~~Non~~non-accelerated filer, oor ~~Smaller~~a smaller reporting company. xSee definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~Indicate by~~Large ~~check~~accelerated ~~mark~~filer ~~whether~~¨ ~~the~~Accelerated ~~registrant~~filer is¨ aNon-accelerated ~~shell~~filer ¨ Smaller reporting company x (asDo ~~defined~~not incheck ~~Rule 12b-2~~if ofa ~~the~~smaller ~~Exchange~~reporting ~~Act~~company)~~. x Yes o No~~

~~State the~~Indicate ~~number~~by ofcheck ~~shares~~mark ~~outstanding~~whether ~~of each of~~ the ~~issuer’s~~registrant ~~classes~~is ofa ~~common~~shell ~~equity,~~ company (as ofdefined ~~January~~in ~~13, 2009: 100,000~~Rule ~~shares~~12b-2 of ~~common~~the ~~stock~~Exchange Act). Yes x No ¨

~~Part~~State the Inumber 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 12, 2009.

~~Item~~Table 1of ~~- Financial Statements~~Contents

LANE CO #5, INC. A DEVELOPMENT STAGE COMPANY BALANCE SHEETS
	December 31, 2008			September 30, 2008
	(Unaudited)			(Audited)
Assets
Total assets	$	—		$	—
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable		10,325			9,450
Total liabilities		10,325			9,450
Commitment and contingencies		—			—
Stockholder’s equity (deficit)
Preferred stock, $.0001 par value,
authorized 10,000,000 shares, none issued		—			—
Common stock, $.0001 par value,
authorized 100,000,000 shares
100,000 issued and outstanding		10			10
Additional paid-in capital		6,990			6,990
Deficit accumulated during the development stage		(17,325	)		(16,450	)
Total stockholder’s equity (deficit)		(10,325	)		(9,450	)
Total liabilities and stockholder’s equity (deficit)	$	—		$	—

LANE CO. #5, INC.

~~The~~(a ~~financial~~development ~~information~~stage ~~presented herein has been prepared by management without audit by independent certified public accountants~~company)

~~See~~TABLE ~~accompanying~~OF ~~notes~~CONTENTS

			Page No.

Part I.	FINANCIAL INFORMATION		3

	Item 1.	Financial Statements	3

		Balance Sheets March 31, 2009 (unaudited); September 30, 2008 (audited)	3

		Statements of Operations For the three and six months ended March 31, 2009 (unaudited) For the three and six months ended March 31, 2008 (unaudited) For the period November 2, 2005 (inception) to March 31, 2009 (unaudited)	4

		Statements of Cash Flows For the three and six months ended March 31, 2009 (unaudited) 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	10

	Item 4	Controls and Procedures

	Item 4(T).	Controls and Procedures	10

Part II.	OTHER INFORMATION		10

	Item 1.	Legal Proceedings	10

	Item 1A.	Risk Factors	10

	Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds	11

	Item 3.	Defaults Upon Senior Securities	11

	Item 4.	Submission of Matters to a Vote of Security Holders	11

	Item 5.	Other Information	11

	Item 6.	Exhibits	11

	SIGNATURES		12

LANE CO #5, INC.A DEVELOPMENT STAGE COMPANYSTATEMENTS OF OPERATIONS
	For the threemonths endedDecember 31, 2008			For the threemonths endedDecember 31, 2007			For the periodNovember 2, 2005(Inception) toDecember 31, 2008
Net sales	$	—		$	—		$	—
Cost of sales		—			—			—
Gross profit		—			—			—
General and administrative expenses		875			875			17,325
Net loss	$	(875	)		(875	)	$	(17,325	)
Weighted average number ofcommon shares outstanding(basic)		100,000			100,000			100,000
Basic and diluted (loss) per common share	$	(0.009	)	$	(0.009	)	$	(0.173	)

PART I

Item 1. – Financial Statements

LANE CO. #5, INC.

A DEVELOPMENT STAGE COMPANY

BALANCE SHEETS

	March 31, 2009			September 30, 2008
	(Unaudited)			(Audited)
Assets
Cash	$	-		$	-
					-

Total assets		-			-

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable		1,000			9,450

Total liabilities		1,000			9,450

Commitment and contingencies		-			-

Stockholders' equity (deficit)
Preferred stock, $.0001 par value,
authorized 10,000,000 shares, no issued and outstanding		-			-
Common stock, $.001 par value,
authorized 100,000,000 shares: 100,000 shares issued		10			10
Additional paid-in capital		17,315			6,990
Deficit accumulated during the development stage		(18,325	)		(16,450	)

Total stockholder's equity (deficit)		(1,000	)		(9,450	)

Total liabilities and stockholder's equity (deficit)	$	-		$	-

The financial information presented herein has been prepared by management without audit by independent certified public accountants.

~~See~~The accompanying notes should be read in conjunction with the financial statements

LANE CO #5, INC.A DEVELOPMENT STAGE COMPANYSTATEMENTS OF CASH FLOWS
	For the threemonths endedDecember 31, 2008			For the threemonths endedDecember 31, 2007			For the periodNovember 2, 2005(Inception) toDecember 31, 2008
Cash flows from operating activities
Net (loss)	$	(875	)	$	(875	)	$	(17,325	)
Adjustments to reconcile net (loss) to net
cash used in operating activities:
Increase (decrease) in accounts payable		875			875			10,325
Net cash (used in) operating activities		—			—			(7,000	)
Cash flows from financing activities
Proceeds from issuance of common stock		—			—			7,000
Net cash provided by financing activities		—			—			7,000
Net increase in cash and cash equivalents		—			—			—
Cash - beginning of period		—			—			—
Cash - end of period	$	—		$	—		$	—
Supplemental disclosure of cash flow information:
Taxes paid		—			—			—
Interest paid	$	—		$	—		$	—

LANE CO. #5, INC.

~~The~~A ~~financial~~DEVELOPMENT ~~information~~STAGE ~~presented herein has been prepared by management without audit by independent certified public accountants~~COMPANY

STATEMENTS OF OPERATIONS

													For the period
													November 2, 2005
	For the three months ended						For the six months ended						(Inception) to
	March 31, 2009			March 31, 2008			March 31, 2009			March 31, 2008			March 31, 2009
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)


Net sales	$	-		$	-		$	-		$	-		$	-

Cost of sales		-			-			-			-			-

Gross profit		-			-			-			-			-

General and administrative expenses		1,000			875			1,875			1,750			18,325
Total expenses		1,000			875			1,875			1,750			18,325

Income (loss) from operations		(1,000	)		(875	)		(1,875	)		(1,750	)		(18,325	)

Provision for income taxes		-			-			-			-			-

Net (loss)	$	(1,000	)	$	(875	)	$	(1,875	)	$	(1,750	)	$	(18,325	)

Weighted average number of
common shares outstanding
(basic and fully diluted)		100,000			100,000			100,000			100,000			100,000

Basic and diluted (loss) per common share	$	(0.010	)	$	(0.009	)	$	(0.019	)	$	(0.018	)	$	(0.183	)

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 . #5, INC.

(aA ~~corporation~~DEVELOPMENT inSTAGE ~~the development stage)~~COMPANY

~~Notes to~~STATEMENTS ~~Financial~~OF ~~Statements~~CASH FLOWS

December 31, 2008

													For the period
													November 2, 2005
	For the three months ended						For the six months ended						(Inception) to
	March 31, 2009			March 31, 2008			March 31, 2009			March 31, 2008			March 31, 2009
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Cash flows from operating activities
Net (loss)	$	(1,000	)	$	(875	)	$	(1,875	)	$	(1,750	)	$	(18,325	)

Adjustments to reconcile net (loss) to net
cash used in operating activities:
Increase (decrease) in accounts payable		(9,325	)		875			(8,450	)		1,750			1,000

Net cash (used in) operating activities		(10,325	)		-			(10,325	)		-			(17,325	)

Cash flows from financing activities
Proceeds from issuance of common stock		-			-			-			-			7,000
Proceeds from additional capital contributions		10,325			-			10,325			-			10,325

Net cash provided by financing activities		10,325			-			10,325			-			17,325

Net increase in cash and cash equivalents		-			-			-			-			-

Cash - beginning of period		-			-			-			-			-

Cash - end of period	$	-		$	-		$	-		$	-		$	-

Supplemental disclosure of cash flow information:

Taxes paid		-			-			-			-			-

Interest paid	$	-		$	-		$	-		$	-		$	-

~~Unaudited~~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. #5, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

March 31, 2009

NOTE 1 – Organization

Lane Co #5, Inc. (“the Company”) was incorporated in State of Delaware on November 2, 2005 and is currently in its development stage.

On ~~December~~ December 15, 2005 the Company filed a Registration Statement onof Form ~~10SB~~10 to have ~~its~~ its common stock, par value $0.0001 registered under Section 12 (g) of the ~~Securities~~ 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. On ~~December~~As of the date of the ~~23,~~financial ~~2008~~statements, the Company ~~entered~~is ~~into~~continuing its efforts to locate a candidate ~~Letter~~to ofpursue ~~Intent~~a ~~with~~possible ~~Volcano~~business ~~Source Acquisition~~combination. ~~USA,~~As ~~Inc~~a result, athe ~~Delaware~~Company has ~~corporation,~~not ~~relating~~conducted tonegotiations or entered into a ~~proposed~~letter ~~reverse~~of intent or any other ~~merger~~agreement ~~transaction~~concerning ~~between~~any ~~the~~target ~~parties~~business. ~~See~~ ~~Note~~No 7assurances tocan ~~these~~be ~~financial~~given that the ~~statements~~Company ~~for~~will ~~this~~be ~~subsequent~~successful ~~event,~~in ~~which~~locating ~~was~~or ~~disclosed~~negotiating inwith ~~Form~~any ~~8-K~~target oncompany. ~~December~~Since 29inception, ~~2008~~the Company has been engaged in organizational efforts.

NOTE 2 – Summary of Significant Accounting Policies

The accompanying interim financial ~~statements~~information ~~are~~has been prepared inand presented in accordance with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures necessary and required to be included by the laws and regulations to which the Company is subject. The interim financial information presented herein has been prepared by management without audit by independent certified public accountants.

Significant accounting policies are as follows:

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~~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.

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 ~~December~~ March 31, ~~2008~~ 2009, the Company did not maintain a bank account.

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.

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.

New Accounting Pronouncement

InThe ~~September~~Company ~~2006,~~does ~~the~~not ~~Financial~~believe ~~Accounting~~that ~~Standards~~any ~~Board~~recently issued ~~Statement of Financial Accounting Standards No. 157 (“FAS 157”)~~, ~~Fair~~but ~~Value~~not ~~Measurements, which~~yet ~~defines fair value~~effective, ~~establishes a framework for measuring fair value in~~ ~~generally accepted~~ accounting ~~principles~~standards ~~(“GAAP”),~~if ~~and~~currently ~~expands~~adopted ~~disclosures~~would ~~about fair~~have ~~value~~a ~~measurements.~~material ~~FAS~~effect ~~157~~on ~~applies under other accounting pronouncements~~its ~~that~~financial ~~require~~position or ~~permit~~results ~~fair value measurements. Prior to FAS 157, there were different definitions~~ of ~~fair value and limited guidance for applying those definitions in GAAP~~operations. Moreover, that guidance was dispersed among the many accounting pronouncements that require fair value measurements. Differences in that guidance created inconsistencies that added to the complexity in applying GAAP. The changes to current practice resulting from the application of FAS 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. As of December 31, 2008, the Company does not expect the adoption of FAS 157 to have an effect on its financial statements.

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 December 31, 2008, 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 2, 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 5 – Income Taxes

The Company has $6,930 in gross deferred tax assets at December 31, 2008 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. Accordingly, the net provision for income taxes is zero for the period November 02, 2005 (inception) to December 31, 2008. At December 31, 2008, the Company has federal net operating loss carry forwards of approximately $17,325 available to offset future taxable income through 2028. 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 periodNovember 2, 2005(inception) throughDecember 31, 2008
Statutory federal income taxes		-34.0	%
State taxes, net of federal benefits		-5.0	%
Valuation allowance		39.0	%
Income tax rate		0.0	%

NOTE 3 6− –Preferred ~~Going Concern~~Stock

The Company’s ~~financial~~is ~~statements~~authorized ~~have~~to ~~been~~issue ~~presented~~10,000,000 onshares of Preferred Stock. The Preferred Stock of the ~~basis~~Company ~~that~~shall itbe isissued ~~a going~~by ~~concern~~the inBoard of Directors of the Company ~~development~~in ~~stage~~one or more classes or one or more series within any class and such classes or series shall have such voting powers, ~~which~~full ~~contemplates~~or ~~the~~limited, ~~realization~~or ofno voting ~~assets~~powers, and ~~the~~such ~~satisfaction~~designations, preferences, limitations or restrictions as the Board of ~~liabilities~~Directors inof the ~~normal~~Company ~~course~~may determine, from time to time. As of March ~~business~~31, 2009, the Company had no outstanding preferred stock.

~~For the~~NOTE ~~period~~4 ~~from~~− ~~November~~Common ~~2, 2005 (inception) to December 31, 2008, the Company incurred losses of $17,325.~~Stock

The ~~ability of the~~ Company ~~to continue as a going concern~~ is ~~dependent~~authorized ~~upon its ability~~ to ~~find~~issue ~~a suitable acquisition/merger candidate~~100,000,000 ~~raise~~shares ~~additional capital from the sale~~ of ~~common~~Common ~~stock~~Stock. ~~and~~On November 3, ~~ultimately~~2005, the ~~achievement~~Company ~~of significant~~issued ~~operating~~100,000 ~~revenues.~~shares ~~The~~of ~~accompanying~~Common ~~financial~~Stock ~~statements~~for ~~do not~~total ~~include~~consideration ~~any~~of ~~adjustments~~$7,000 ~~that~~to ~~might~~the besole ~~required~~shareholder ~~should~~of the Company beat ~~unable to~~that ~~recover the value of its assets or satisfy its liabilities~~date.

~~NOTE~~During the 7period –from ~~Subsequent~~November 02, 2005 (inception) to March 31, 2009, the sole ~~Event~~shareholder of the Company made additional capital contributions of $10,325.

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

The Company has $7,330 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. 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 $18,325 available to offset future taxable income through 2029. 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, 2009
Statutory federal income taxes		-34.0	%
State taxes, net of federal benefits		-5.0	%
Valuation allowance		39.0	%

Income tax rate		0.0	%

NOTE 6 – Transactions and Subsequent Events

On December 23, 2008, Lane Co, #5, Inc., (the “Company”) entered into a Letter of Intent (the “Letter of Intent”) with Volcano Source Acquisition USA, Inc. (“Volcano Source”), a Delaware corporation, relating to a proposed reverse merger transaction between the parties (the “Reverse Merger”). Under the proposed transaction, the outstanding capital stock of Volcano Source would be exchanged for shares of common stock of the Company in a Reverse Merger, resulting in Volcano Source becoming a wholly-owned subsidiary of the Company. Volcano Source is in the process of becoming a holding company for and formed at the direction of, Wu Da Lian Zhi Volcanic Bio-Technology Co. Ltd., a limited liability company registered in the People’s Republic of China, and manufacturer and distributor of natural mineral water. It is currently contemplated that the Company will not maintain any of its assets after the Reverse Merger, but that all assets after the Reverse Merger will be those acquired from Volcano Source as a result of the Reverse Merger.

The Letter of Intent contemplates that all of the Company’s officers and directors would resign at closing, and be replaced by officers and directors of Volcano Source. The shareholders of Volcano Source would also be issued greater than 80% of the Company’s issued and outstanding shares of voting capital stock, and would therefore effectively have control over the Company after the consummation of the Reverse Merger.

In the event that the Company has not consummated a Reverse Merger with Volcano Source on or before April 22, 2009, and the parties have not mutually agreed to extend this date, the negotiations with Volcano Source will be terminated and the Company will not enter into the Reverse Merger. The Letter of Intent also provides for earlier termination if the Company does not become current in its reporting obligations under the Securities Exchange Act of 1934, as amended, by January 31, 2009.

Volcano Source will provide a $20,000 refundable deposit if the Company does become current in its SEC reporting obligations by January 31, 2009, and refundable if the Company fails to maintain its SEC reporting obligations during the term of the Letter of Intent. The deposit will be applied toward the purchase price at closing. The parties have also agreed that until the later of April 22, 2009, or 31 days after the termination of the Letter of Intent, that the Company may not solicit or entertain offers from any other parties relating to the acquisition of the Company and must immediately notify Volcano Source regarding any contact between the Company, any of its officers, directors or shareholders, or any of their respective representatives, and any other person regarding any such offer or proposal or any related inquiry. Furthermore, the Company and Volcano Source have agreed to maintain the confidentiality of any information provided to it by the other party.

Except for the terms described in the immediately preceding paragraph relating to an exclusive dealing period, and maintaining confidentiality, along with the term of the Letter of Intent, the Company and Volcano Source have acknowledged that the terms set forth in the Letter of Intent are not binding on either party until the parties have entered into a definitive merger agreement. As of the date of these financial statements, the parties have commenced their respective due diligence reviews, and have not yet begun to draft any of the definitive agreements.

There can be no assurances that a Reverse Merger or any similar transaction contemplated under the terms of the Letter of Intent will ever be consummated.

7As of May 11, 2009, the parties to the above captioned letter of intent have yet to execute a definitive agreement, therefore, the effect of any transactions have not been provided for in the accompanying interim financial statements as of March 31, 2009.

~~Item 2. Management’s~~NOTE ~~Discussion~~7 ~~and~~− ~~Analysis~~Going ~~or Plan of Operation~~Concern

~~Plan~~As of March 31, 2009, the accompanying interim financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of ~~Operation~~assets and the satisfaction of liabilities in the normal course of business.

~~The Company~~For ~~has not realized any revenues from operations since inception, and its plan of operation for~~ the ~~next twelve months is to locate a suitable acquisition~~ orperiod ~~merger candidate and consummate a business combination. The Company may need additional cash advances~~ from ~~its~~November ~~stockholder~~2, or2005 ~~loans~~(inception) ~~from other parties~~ to ~~pay for~~March ~~operating~~31, ~~expenses~~2009, ~~until~~ the Company ~~consummates~~did ~~a merger or business~~not ~~combination~~maintain ~~with~~any aoperations ~~privately-held~~and ~~operating~~incurred ~~company.~~losses ~~Although~~of it$18,325 isconsisting ~~currently anticipated~~of ~~that~~legal ~~the Company can satisfy its cash requirements with additional~~and ~~cash~~professional ~~advances~~fees ~~or loans from other parties, if needed,~~ for ~~at least~~ the ~~next twelve months, the~~ Company ~~can provide no assurance that it can continue~~ to ~~satisfy~~ maintain its ~~cash~~SEC reporting requirements ~~for such period~~.

~~Since our~~The ~~formation~~ability onof ~~November~~the 2,Company ~~2005, our purpose has been~~ to ~~effect~~continue as a ~~business combination~~going ~~with~~concern anis ~~operating~~dependent ~~business~~upon ~~which we believe has significant growth~~its ~~potential.~~ability ~~We are currently considered~~ to befind a ~~“blank~~suitable ~~check”~~acquisition/merger ~~company~~candidate, inraise ~~as much~~additional ascapital wefrom ~~have~~the nosale ~~specific~~of ~~business~~Common ~~plans~~Stock and, ~~no operations~~ultimately, ~~revenues~~the orachievement ~~employees. We~~of ~~currently~~significant ~~have~~operating norevenues. ~~definitive~~The ~~agreements~~accompanying orinterim ~~understanding~~financial ~~with~~statements ~~any prospective~~do ~~business combination candidates and have~~ not ~~targeted~~include any ~~business~~adjustments ~~for investigation and evaluation nor are there any assurances~~ that wemight ~~will~~be ~~find~~required ~~a suitable~~should ~~business~~the ~~with~~Company ~~which~~be unable to ~~combine.~~recover ~~The~~the ~~implementation~~value of ~~our~~its ~~business objectives~~assets ~~is wholly contingent upon a business combination and/~~or ~~the successful~~satisfy ~~sale~~its ~~of securities in the company~~liabilities.

As a result of our limited resources, we expect to effect only a single business combination. Accordingly, the prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. A target business may be dependent upon the development or market acceptance of a single or limited number of products, processes or services, in which case there will be an even higher risk that the target business will not prove to be commercially viable.

Our officers and directors are only required to devote a very limited portion of their time to our affairs on a part-time or as-needed basis. We expect to use outside consultants, advisors, attorneys and accountants as necessary, none of which will be hired on a retainer basis. We do not anticipate hiring any full-time employees so long as we are seeking and evaluating business opportunities.

We expect our present management to play no managerial role in the Company following a merger or business combination. Although we intend to scrutinize closely the management of a prospective target business in connection with our evaluation of a business combination with a target business, our assessment of management may be incorrect. We cannot assure you that we will find a suitable business with which to combine.

Results of Operations

General The Company has not conducted any active operations since inception, except for its efforts to locate a suitable acquisition or merger transaction. No revenue has been generated by the Company during such period, and it is unlikely the Company will have any revenues unless it is able to effect an acquisition of or merger with another operating company, of which there can be no assurance.

Revenues For the period from November 2, 2005 (Inception) to December 31, 2008 the Company had no activities that produced revenues from operations.

For the three months ended December 31, 2008 compared to the three months ended December 31, 2007:

Net Loss For the three months ended December 31, 2008; the Company realized a loss of $875 as compared to a loss of $875 for the three months ended December 31, 2007. These losses are comprised of having no revenue along with accounting and SEC filing fees incurred in relation to the filing of the Company’s quarterly reports filed with the SEC.

General and Administrative Expenses For the three months ended December 31, 2008, the Company realized $875 in accounting and SEC filing fees as compared to $875 for the three months ended December 31, 2007.

~~For the~~Item ~~period~~2. ~~from~~Management's ~~November~~Discussion 2,and ~~2005~~Analysis ~~(Inception)~~of toFinancial ~~December~~Conditions ~~31,~~and ~~2008,~~Results ~~the Company~~of ~~realized~~Operations aPlan ~~loss~~ of ~~$17,325.~~Operation

~~Liquidity~~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 ~~Capital~~closing ~~Resources~~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.

As of December 31, 2008, the Company had no assets. The Company’s current liabilities as of December 31, 2008 totaled $10,325 comprised of SEC audit and filing fees.

The following is a summary of the Company’s cash flows from operating, investing, and financing activities:

	For the periodNovember 2, 2005(Inception) toDecember 31, 2008
Used in operating activities	$	(7,000	)
Provided by financing activities	$	7,000
Net effect on cash	$	—

The Company has no assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Subsequent Events

There can be no assurances that a Reverse Merger or any similar transaction contemplated under the terms of the Letter of Intent will ever be consummated.

~~Item~~As of May 3.12, ~~Quantitative~~2009, ~~and~~the ~~Qualitative~~parties ~~Disclosures~~to ~~abut~~the ~~Market~~above ~~Risk~~captioned letter of intent have yet to execute a definitive agreement, therefore, the effect of any transactions have not been provided for in the accompanying interim financial statements as of March 31, 2009.

Results of Operation

For the period from November 2, 2005 (inception) to March 31, 2009, the Company did not maintain any operations and incurred losses of $18,325 consisting of legal and professional fees for the Company to maintain its SEC reporting requirements.

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 the Company’s sole shareholder 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 its sole shareholder 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 its sole shareholder 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 44T. Controls and Procedures.

Evaluation of Controls and Procedures.

In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.

Evaluation of Disclosure Controls and Procedures

WeBased on ~~conducted~~their an evaluation ~~under the supervision and with the participation~~ of our ~~management,~~ ~~including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our~~ disclosure controls and ~~procedures.~~ ~~The term “disclosure controls and~~ procedures,” (as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities and~~ Exchange Act) as of ~~1934~~March 31, ~~as amended (“Exchange Act”)~~2009, ~~means~~our Principal ~~controls~~Executive Officer and ~~other~~Principal ~~procedures~~Financial ofOfficer ahave ~~company~~concluded that ~~are~~our ~~designed~~disclosure tocontrols and procedures were not effective to ensure that the information required to be disclosed by ~~the~~us ~~company~~ in ~~the~~this ~~reports~~Report itwas (i) ~~files or submits under the Exchange Act is~~ recorded, processed, summarized and reported, within the time periods specified in the ~~Securities~~ ~~and Exchange Commission~~SEC’s rules and ~~forms.~~instructions ~~Disclosure~~for ~~controls~~Form and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2008 that our disclosure controls and procedures were effective at the reasonable assurance level due to the material weaknesses in our internal controls over financial reporting discussed immediately below.

~~Management’s~~Our Principal ~~Report~~Executive ~~on Internal~~Officer ~~Control~~and ~~Over~~Principal Financial ~~Reporting~~Officer have concluded that our disclosure controls and procedures had the following deficiency:

~~Our management~~· isWe ~~responsible~~were ~~for~~unable ~~establishing~~to ~~and~~maintain ~~maintaining~~any ~~adequate~~segregation ~~internal control~~of ~~over~~duties ~~financial~~within ~~reporting~~our asbusiness ~~defined~~operations indue ~~Rules~~to ~~13a-15(f)~~our ~~and~~reliance ~~15d-15(f) under~~on a single individual fulfilling the ~~Exchange~~role ~~Act~~of sole officer and director. ~~Our~~While ~~internal~~this control ~~over~~deficiency ~~financial~~did ~~reporting~~not ~~is designed~~result in any audit adjustments to ~~provide~~our ~~reasonable~~2005 ~~assurance~~through ~~regarding~~2009 ~~the~~interim ~~reliability~~or ofannual financial ~~reporting~~ ~~and~~statements, ~~the~~it ~~preparation~~could have resulted in a material misstatement that might have been prevented or detected by a segregation of ~~financial~~duties. ~~statements~~Accordingly ~~for~~we ~~external~~have ~~purposes~~determined ~~in accordance~~that ~~with~~this ~~generally~~control ~~accepted~~deficiency ~~accounting principles~~constitutes a material weakness.

10To the extent reasonably possible, given our limited resources, our goal is, upon consummation of a merger with a private operating company, to separate the responsibilities of principal executive officer and principal financial officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

~~Our~~Changes ~~evaluation~~in ofInternal internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environmentControls. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

No change in our internal control over financial reporting (1as defined in Rules 13a-15(f) and ~~pertain~~15d-15(f) tounder the ~~maintenance~~Exchange ofAct) ~~records~~occurred during the fiscal quarter ended March 31, 2009 that inhas ~~reasonable~~materially ~~detail~~affected, ~~accurately~~or ~~and~~is ~~fairly~~reasonably ~~reflect~~likely ~~the~~to materially ~~transactions~~affect, ~~and~~the ~~dispositions~~Company’s ofinternal ~~our~~control ~~assets;~~over financial reporting.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; andPART II

~~(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.~~OTHER INFORMATION

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management’s report in this quarterly report.

Identified Material Weaknesses

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. As of December 31, 2008, the Company had yet to commence operations, maintain a bank account or commence any business activity.

Conclusion

As a result of management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2008, management has concluded that our internal control over financial reporting is effective.

These procedures were completed so management could gain assurance that the financial statements and schedules included in this Form 10-Q fairly present in all material respects the financial position, results of operations and cash flows for the periods presented.

Item 4T. Controls and Procedures

The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1), therefore, is not required to provide the information required by this Item.

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.

~~The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1), therefore, is not required to provide the information required by this Item.~~N/A

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None~~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~~N/A

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted during the quarter ~~ended~~ending ~~December~~March 31, ~~2008~~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~~N/A

Item 6. ~~Exhibits~~ ~~and Reports of Form 8-K~~Exhibits.

(a) Exhibits

Exhibit No.		Description

31.1		Certification by John D. Lane, the Principal Executive Officer and Principal Financial Officer of Lane Co #5, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification by John D. Lane, the Principal Executive Officer and Principal Financial Officer of Lane Co #5, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	31.1	Certification pursuant to Section 312 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

~~Pursuant~~In toaccordance with the requirements of the ~~Securities~~ Exchange Act ~~of 1934~~, the registrant ~~has duly~~ caused this report ~~registration statement~~ to be signed on its behalf by the undersigned, ~~thereunto~~there ~~duly~~unto duly authorized.

	Lane Co #5, Inc.
Dated: May 12, 2009
Date: January 13, 2009	By:	/s/ John D. Lane
Lane Co. #5, Inc.
		John D. Lane, President and Chief Executive Officer
By:	/s/ John D. Lane
		Principal Executive Officer Principal Financial Officer
Signature:
Name:	John D. Lane
Title:	Chief Executive Officer and Chief Financial Officer

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