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 June 30, 2009

¨	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)

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). Yes ¨ No ¨

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 August 12, 2009.

Table of Contents

LANE CO. #3, INC.

(a development stage company)

TABLE OF CONTENTS

			Page No.

Part I.	FINANCIAL INFORMATION		3

	Item 1.	Financial Statements	3

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

		Statements of Operations
		For the three and nine months ended June 30, 2009 (unaudited)
		For the three and nine months ended June 30, 2008 (unaudited)
		For the period November 2, 2005 (inception) to June 30, 2009 (unaudited)	4

		Statements of Cash Flows
		For the three and nine months ended June 30, 2009 (unaudited)
		For the period November 2, 2005 (inception) to June 30, 2009 (unaudited)	5

		Notes to Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10

	Item 4	Controls and Procedures	10

	Item 4(T).	Controls and Procedures	10

Part II.	OTHER INFORMATION		11

	Item 1.	Legal Proceedings	11

	Item 1A.	Risk Factors	11

	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		11

PART I

Item 1. – Financial Statements

LANE CO. #5, INC.

A DEVELOPMENT STAGE COMPANY

BALANCE SHEETS

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

Total assets		-			-

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable		1,410			9,450

Total liabilities		1,410			9,450

Commitment and contingencies		-			-

Stockholders' equity (deficit)

Preferred stock, $.0001 par value, authorized 5,000,000 shares, no issued and outstanding		-			-
Common stock, $.001 par value, authorized 980,000,000 shares: 429,000,000 shares issued and outstanding as of June 30, 2009 and 121,000,000 shares issued and outstanding as of September 30, 2008		10			10
Additional paid-in capital		19,375			6,990
Deficit accumulated during the development stage		(20,795	)		(16,450	)

Total stockholder's equity (deficit)		(1,410	)		(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.

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

LANE CO. #5, INC.

A DEVELOPMENT STAGE COMPANY

STATEMENTS OF OPERATIONS

													For the period
													November 2, 2005
	For the three months ended						For the nine months ended						(Inception) to
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008			June 30, 2009
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

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

Cost of sales		-			-			-			-			-

Gross profit		-			-			-			-			-

General and administrative expenses		2,470			875			4,345			2,625			20,795
Total expenses		2,470			875			4,345			2,625			20,795

Income (loss) from operations		(2,470	)		(875	)		(4,345	)		(2,625	)		(20,795	)

Provision for income taxes		-			-			-			-			-

Net (loss)	$	(2,470	)	$	(875	)	$	(4,345	)	$	(2,625	)	$	(20,795	)

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	$	(0.025	)	$	(0.009	)	$	(0.043	)	$	(0.026	)	$	(0.208	)

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

STATEMENTS OF CASH FLOWS

													For the period
													November 2, 2005
	For the three months ended						For the nine months ended						(Inception) to
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008			June 30, 2009
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Cash flows from operating activities

Net (loss)	$	(2,470	)	$	(875	)	$	(4,345	)	$	(2,625	)	$	(20,795	)

Adjustments to reconcile net (loss) to net cash used in operating activities:

Increase (decrease) in accounts payable		410			875			(8,040	)		2,625			1,410

Net cash (used in) operating activities		(2,060	)		-			(12,385	)		-			(19,385	)

Cash flows from financing activities

Proceeds from issuance of common stock		-			-			-			-			7,000

Proceeds from additional capital contributions		2,060			-			12,385			-			12,385

Net cash provided by financing activities		2,060			-			12,385			-			19,385

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	$	-		$	-		$	-		$	-		$	-

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

June 30, 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 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.

NOTE 2 – Summary of Significant Accounting Policies

The accompanying interim financial information has been prepared and 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 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 June 30, 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

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 June 30, 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 June 30, 2009, the sole shareholder of the Company made additional capital contributions of $19,385.

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 $8,318 in gross deferred tax assets at June 30, 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 June 30, 2009. At June 30, 2009, the Company has federal net operating loss carry forwards of approximately $20,795 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
	June 30, 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.

As of August 12, 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 June 30, 2009.

NOTE 7 − Going Concern

As of June 30, 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 assets and the satisfaction of liabilities in the normal course of business.

For the period from November 2, 2005 (inception) to June 30, 2009, the Company did not maintain any operations and incurred losses of $20,795 consisting of legal and professional fees for the Company to maintain its SEC reporting requirements.

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 interim 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

Forward-Looking Statements

This Report contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.

Overview

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.

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.

Results of Operation

Liquidity and Capital Resources

At June 30, 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.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Seasonality

Our operating results are not affected by seasonality.

Inflation

Our business and operating results are not affected in any material way by inflation.

Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure about Critical Accounting Policies" suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The nature of our business generally does not call for the preparation or use of estimates. Due to the fact that the Company does not have any operating business, we do not believe that we do not have any such critical accounting policies

Item 3. - Quantitative and Quantitative Disclosures About Market Risk.

N/A

Item 4T. 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

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2009, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.

Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures had the following deficiency:

●

We were unable to maintain any segregation of duties within our business operations due to our reliance on a single individual fulfilling the role of sole officer and director. While this control deficiency did not result in any audit adjustments to our 2007 through 2009 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly we have determined that this control deficiency constitutes a material weakness.

To 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.

Changes in Internal Controls.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2009 that has materially affected, or is 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 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.

N/A

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

No matter was submitted during the quarter ending June 30, 2009, covered by this report to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.

Item 5. Other Information.

N/A

Item 6. 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

SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 11, 2009

Lane Co. #5, Inc.

By: /s/ John D. Lane

Signature:

Name: John D. Lane

Title: Chief Executive Officer and Chief Financial Officer

LANE CO 5 INC 10-Q