UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2010

o	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 o

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 o No o

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 o	Accelerated filer o
	Non-accelerated filer o	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 o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the last practicable date. There were 100,000 of Common Stock outstanding on May 27, 2010.

Table of Contents

LANE CO. #5, INC.

(a development stage company)

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4T.	Controls and Procedures	12

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
Item 5.	Other Information	13
Item 6.	Exhibits	13

SIGNATURES		13

LANE CO. #5, INC.

A DEVELOPMENT STAGE COMPANY

BALANCE SHEETS

	March 31, 2010			September 30, 2009
	(Unaudited)			(Audited)

ASSETS

Total assets	$	-		$	-


LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable	$	4,741		$	3,005

Total liabilities		4,741			3,005

Commitment and contingencies		-			-

Stockholder’s equity (deficit)
Preferred stock, $.0001 par value, authorized 10,000,000 shares, none issued and outstanding
Common stock, $.0001 par value, authorized 100,000,000 shares;
100,000 issued and outstanding		10			10
Additional paid-in capital		27,486			20,455
Deficit accumulated during the development stage		(32,237	)		(23,470	)

Total stockholder’s equity (deficit)		(4,741	)		(3,005	)

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 six months ended						(Inception) to
	March 31, 2010			March 31, 2009			March 31, 2010			March 31, 2009			March 31, 2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

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

Cost of sales		-			-			-			-			-

Gross profit		-			-			-			-			-

General and administrative expenses		5,017			1,000			8,767			1,875			32,237

Total expenses		5,017			1,000			8,767			1,875			32,237

Income (loss) from operations		(5,017	)		(1,000	)		(8,767	)		(1,875	)		(32,237	)

Provision for income taxes		-			-			-			-			-

Net (loss)	$	(5,017	)	$	(1,000	)	$	(8,767	)	$	(1,875	)	$	(32,237	)

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	$	(0.05	)	$	(0.01	)	$	(0.09	)	$	(0.02	)	$	(0.32	)

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 six months ended						(Inception) to
	March 31, 2010			March 31, 2009			March 31, 2010
	(Unaudited)			(Unaudited)			(Unaudited)

Cash flows from operating activities
Net (loss)	$	(8,767	)	$	(1,875	)	$	(32,237	)


Adjustments to reconcile net (loss) to net cash used in operating activities:
Increase (decrease) in accounts payable		1,736			(8,450	)		4,741

Net cash (used in) operating activities		(7,031	)		(10,325	)		(27,496	)

Cash flows from financing activities
Proceeds from issuance of common stock		-			-			7,000
Proceeds from additional capital contributions		7,031			10,325			20,496

Net cash provided by financing activities		7,031			10,325			27,496

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

March 31, 2010

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 on 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. No assurances can be given that the Company will be successful in locating or negotiating with any target company.

NOTE 2 – Summary of Significant Accounting Policies

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the respective periods presented. The results of operations for an interim period are not necessarily indicative of the results that may be expected for any other interim period or the year as a whole. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009 as filed with the SEC on December 31, 2009.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly 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 March 31, 2010, the Company did not maintain a bank account. All expenses were paid by the Company’s sole shareholder.

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.

Net Loss per Share Calculation

Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

Revenue Recognition

For the period November 2, 2005 (inception) to March 31, 2010, the Company did not realize any revenue

Income Taxes

Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Recently Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162,” (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative generally accepted accounting principles (“GAAP”) for nongovernmental entities. The Codification does not change GAAP. Instead, it takes the thousands of individual pronouncements that currently comprise GAAP and reorganizes them into approximately ninety accounting topics, and displays all topics using a consistent structure. Contents in each topic are further organized first by subtopic, then section and finally paragraph. The paragraph level is the only level that contains substantive content. Citing particular content in the Codification involves specifying the unique numeric path to the content through the topic, subtopic, section and paragraph structure. FASB suggests that all citations begin with “FASB ASC,” where ASC stands for Accounting Standards Codification. Changes to the ASC subsequent to June 30, 2009 are referred to as Accounting Standards Updates (“ASU”).

In conjunction with the issuance of SFAS 168, the FASB also issued its first Accounting Standards Update No. 2009-1, “Topic 105 –Generally Accepted Accounting Principles” (“ASU 2009-1”) which includes SFAS 168 in its entirety as a transition to the ASC.

ASU 2009-1 is effective for interim and annual periods ending after September 15, 2009 and will not have an impact on the Company’s financial position or results of operations but will change the referencing system for accounting standards.

As of March 31, 2010, all citations to the various SFAS’ have been eliminated and will be replaced with FASB ASC as suggested by the FASB in future interim and annual financial statements.

As of March 31, 2010, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

NOTE 3 − Preferred Stock

As of March 31, 2010, 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, 2010, the Company had no outstanding preferred stock.

NOTE 4 − Common Stock

As of March 31, 2010, 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 March 31, 2010, the sole shareholder of the Company made additional capital contributions of $20,496.

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

NOTE 5 − Income Taxes

As of March 31, 2010, the Company has $12,895 in gross deferred tax assets resulting from net operating loss carry-forwards. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believer 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, 2010. As of March 31, 2010, the Company has federal net operating loss carry forwards of approximately $32,237 available to offset future taxable income through 2029. The difference between the tax provision at the statutory federal income tax rate an December 31, 2009 the tax provision attributable to loss before income taxes is as follows:

	For the period
	November 2, 2005
	(inception) through
	March 31, 2010
Statutory federal income taxes		34.0	%
State taxes, net of federal benefits		5.0	%
Valuation allowance		-39.0	%
Income tax rate		-

NOTE 6 − Going Concern

As of March 31, 2010, 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 March 31, 2010, the Company did not maintain any operations and incurred losses of $32,237 consisting of professional and SEC audit 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.

NOTE 7 – Letter of Intent

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.

On February 8, 2010, the Company entered into the Third Amendment to its 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”). This amendment extends the term of the exclusivity provision in the original letter of intent, as amended, until June 30, 2010. It also clarifies that the non-refundable purchase price deposit of $70,000 has been paid to the Company’s sole stockholder and not to the Company. 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.

Except for the terms relating to an exclusive dealing period, non-refundable deposit, and maintaining confidentiality, along with the term of the letter of intent and amendments, the letter of intent is not binding until the parties have entered into a definitive agreement for the transaction. The parties are continuing their efforts to complete the Reverse Merger, however, they have yet to execute a definitive agreement. There can be no assurances that the Reverse Merger or any similar transaction contemplated under the terms of the letter of intent will ever be consummated.

NOTE 8 – Subsequent Events

As of May 27, 2010, the date as to which the financial statement as of and for the six months ended March 31, 2010 were available to be issued, 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, 2010.

As of May 27, 2010, the date the interim financial statements were available to be issued, there are no other subsequent events that are required to be recorded or disclosed in the accompanying interim financial statements as of and for the six months ended March 31, 2010.

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

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

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

The Company’s current business plan is to seek a suitable acquisition candidate through acquisition, merger, reverse merger or other suitable business combination method. We plan to seek, investigate and acquire one or more properties or businesses with the intent to maximize or further enhance shareholder value. The Company has limited capital. As such, it is unlikely that the Company will be able to take advantage of more than one such business opportunity. We intend to seek opportunities demonstrating the potential of long-term growth.

Results of Operations

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

	For the six months ended
	March 31, 2010			March 31, 2009

Net cash (used in) operating activities	$	(7,031	)	$	(10,325	)
Net cash provided by financing activities	$	7,031		$	10,325
Net increase in cash and cash equivalents	$	-		$	-
Cash, beginning of period	$	-		$	-
Cash, end of period	$	-		$	-

Our total assets did not change as of March 31, 2010 as compared to September 30, 2009. Since inception, we have not maintained a corporate bank account. Expenses have been paid by the Company’s sole shareholder.

Our total liabilities increased to $4,741 at March 31, 2010 from $3,005 at September 30, 2009. This increase was due to a increase in accounts payable. The increase in accounts payable was due to an increase in accounting fees in connection with the Company’s letter of intent with Volcano Source Acquisition USA, Inc. and our reporting requirements to the SEC.

Total stockholder’s deficit was increased to $4,741 as of March 31, 2010 from $3,005 as of September 30, 2009. This increase in total stockholder’s deficit was due a capital contribution of $7,031 by the Company’s sole shareholder and the net loss we realized for the six months ended March 31, 2010 of $8,767.

Three months Ended March 31, 2010 Compared to Three months Ended March 31, 2009

For the three months ended March 31, 2010 and 2009, we had no revenues.

Our total expenses increased to $5,017 for the three months ended March 31, 2010 from $1,000 for the three months ended March 31, 2009. The increase in operating expenses was due to an increase in accounting fees in connection with the Company’s letter of intent with Volcano Source Acquisition USA, Inc. and our reporting requirements to the SEC.

We recorded a net loss of $5,017 for the three months ended March 31, 2010, as compared with a net loss of $1,000 for the three months ended March 31, 2009. The increase in the net loss was due to an increase in accounting fees in connection with the Company’s letter of intent with Volcano Source Acquisition USA, Inc. and our reporting requirements to the SEC.

Six months Ended March 31, 2010 Compared to Six months Ended March 31, 2009

For the six months ended March 31, 2010 and 2009, we had no revenues.

Our total expenses increased to $8,767 for the six months ended March 31, 2010 from $1,875 for the six months ended March 31, 2009. The increase in operating expenses was due to an increase in accounting fees in connection with the Company’s letter of intent with Volcano Source Acquisition USA, Inc. and our reporting requirements to the SEC.

We recorded a net loss of $8,767 for the six months ended March 31, 2010, as compared with a net loss of $1,875 for the six months ended March 31, 2009. The increase in the net loss was due to an increase in accounting fees in connection with the Company’s letter of intent with Volcano Source Acquisition USA, Inc. and our reporting requirements to the SEC.

Liquidity and Capital Resources

As of March 31, 2010, we had no cash and an accumulated deficit during the development stage; November 2, 2005 (inception) to March 31, 2010 of $32,237.

Our operating activities used $7,031 in cash for the six months ended March 31, 2010, while our operations used $10,325 in cash for the six months ended March 31, 2009. The decrease in uses of operating cash was primarily attributable to a decrease in accounts payable because of the additional capital contributions by our sole shareholder.

As of March 31, 2010, the Company is a shell company, as defined in Rule 12b-2 of the Exchange Act. The Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. The Company has not conducted negotiations or entered into a letter of intent concerning any target business. No assurances can be given that the Company will be successful in locating or negotiating with any target company. In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and developing a consistent source of revenues. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and become profitable and to be able to sustain such profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s shareholders shall fund the Company’s activities while the Company takes steps to locate and negotiate with a business entity through acquisition, or merger with, an existing company; however, there can be no assurance these activities will be successful.

We did not realize any revenue during the six months ended March 31, 2010 and for the period November 2, 2005 (inception) to March 31, 2010.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and developing a consistent source of revenues. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and become profitable and to be able to sustain such profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Due to the foregoing and our status as a shell company with no current operations, as of September 30, 2009 and 2008, our auditors have expressed their doubt as to the ability to continue as a going concern.

Management believes that the Company will require a cash infusion of at least $25,000 for the next twelve months to fund its operations. Historically, we have depended on funds from our sole shareholder to provide us with working capital as required. There is no guarantee that such funding will be available when required and there can be no assurance that our sole stockholder will continue making loans or advances to us in the future.

Off Balance Sheet Arrangements

As of March 31, 2010, 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 Qualitative 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 March 31, 2010, 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 2010 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 three months ended March 31, 2010 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 Sale of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

N/A.

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

None

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 Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

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 the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	LANE CO #5, INC.
Dated: May 27, 2010
	/s/ John D. Lane
	John D. Lane, President and Chief Executive Officer
	Principal Executive Officer
	Principal Financial Officer

LANE CO 5 INC 10-Q