UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington D. C. 20549





FORM 10-Q








x     QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2009





oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the transition period from _________________ to ______________





Commission file number 000-25909





Lone Pine Holdings, Inc.


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


Nevada
(State or other jurisdiction of incorporation or organization)
86-0931332
(I.R.S. Employer Identification No.)





c/o Sanders Ortoli Vaughn Flam Rosenstadt LLP


501 Madison Avenue


New York, NY 10022


(Address of principal executive offices, zip code)





Issuer's telephone number: 212-588-0022





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YesxNoo





Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large Accelerated FileroAccelerated FileroNon-Accelerated
FileroSmaller Reporting Companyx





The number of shares of the issuer’s outstanding common stock, which is the only class of its common equity, on August 18, 2008 was 2,577,350.

















ITEM 1 FINANCIAL STATEMENTS





CONTENTS





Consolidated Balance Sheets
F-2Consolidated Statements of Operations
F-3Consolidated Statements of Cash Flows
F-4Notes to Consolidated Financial Statements
F-5







F-1






ITEM 1. FINANCIAL STATEMENTSLONE PINE HOLDINGS, INC.(FORMERLY AUSTRALIAN FOREST INDUSTRIES, INC.)BALANCE SHEETSJune 30,


December 31,2009


2008(Unaudited)ASSETSTOTAL ASSETS

$
-


$
-LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESDue to principal stockholder

$
7,475


$
-Accrued expenses


22,250



87,534Total current liabilities

29,725



87,534STOCKHOLDERS' DEFICITPreferred stock, par value $0.001, 5,000,000 sharesauthorized, none issued and outstanding


-



-Common stock, par value $0.001, 145,000,000 sharesauthorized, 2,577,350  issued and outstandingat June 30, 2009 and December 31, 2008, respectively



2,576



2,576Additional paid-in capital


4,915,775



4,828,241Accumulated deficit


(4,948,076
)


(4,918,351
)Total Stockholders' Deficit


(29,725
)


(87,534
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
-


$
-
 See accompanying notes to financial statements.







F-2







LONE PINE HOLDINGS, INC.(FORMERLY AUSTRALIAN FOREST INDUSTRIES, INC.)STATEMENTS OF OPERATIONS (UNAUDITED)For the Three Months Ended


For the Six Months EndedJune 30,


June 30,2009



2,008



2009



2008CONTINUING OPERATIONS:Administrative expenses

$
8,750


$
-


$
29,725


$
-Loss from continuing operations


(8,750
)


-



(29,725
)


-DISCONTINUED OPERATIONS:(Gain) loss from discontinued operations(Net of income tax expense of  $0)


-



251,642



-



455,137(Gain) on disposal of discontinued assets










-(Net of income tax expense of  $0)


-



(7,283,713
)


-



(7,283,713
)Total Discontinued Operations


-



(7,032,071
)


-



(6,828,576
)NET INCOME ( LOSS)

$
(8,750
)

$
(7,032,071
)

$
(29,725
)

$
(6,828,576
)NET GAIN (LOSS) PER SHARE (BASIC AND DILUTED)Continuing operations

$
0.01


$
-


$
0.01


$
-Discontinued operations

$
-


$
2.73


$
-


$
2.65WEIGHTED AVERAGE COMMON SHARES OUTSTANDING


2,577,350



2,577,350



2,577,350



2,577,350See accompanying notes to financial statements.





F-3





LONE PINE HOLDINGS, INC.(FORMERLY AUSTRALIAN FOREST INDUSTRIES, INC.)STATEMENTS OF CASH FLOWSFor the Six Months EndedJune 30,2009


2008(Unaudited)


(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIESLoss from continuing operations before income tax

$
29,725


$
-Operating cash flows from discontinued operations


-



2,897,025Adjustments to reconcile net loss to cash provided by(used in) operating activitiesIncrease in accrued expenses


22,250



-Net cash provided by (used in) operating activities


51,975



2,897,025CASH FLOWS FROM FINANCING ACTIVITIESLoan from principal shareholder


7,475



-Net cash provided by financing activities


7,475



-EFFECT OF EXCHANGE RATE ON CASH


-



(2,897,025
)INCREASE (DECREASE) IN CASH


59,450



-CASH BALANCE AT BEGINNING OF PERIOD


-



-CASH BALANCE AT END OF PERIOD

$
59,450.00


$
-SUPPEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:NoneNON CASH INVESTING AND FINANCIAL ACTIVITIESPayment of Accrued expenses at December 31, 2008 byprincipal shareholder, considered a capital contribution.

$
87,534


$
-See accompanying notes to financial statements.


F-4




LONE PINE HOLDINGS, INC.
 
 (FORMERLY AUSTRALIAN FOREST INDUSTRIES, INC.)
 
 NOTES TO FINANCIAL STATEMENTS
 June 30, 2009
 (Unaudited)
 
 
 NOTE A –  BASIS OF PRESENTATION AND NATURE OF BUSINESS
 
 The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.   In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary in order to make the financial statements not misleading have been included.  Results for the three and six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.  For further information, refer to the financial statements and footnotes thereto included in the Lone Pine Holdings, Inc. annual report on Form 10-K for the year ended December 31, 2008
 
 Nature of Business
 
 Lone Pine Holdings, Inc. (“the Company”), through its former wholly owned subsidiary Integrated Forest Products Pty Ltd (“Integrated”), previously operated a saw mill in Australia which cut pine timber into building products to supply the commercial and residential industry along the eastern coast of Australia.
In July 2007, its wholly owned subsidiary in Australia was put into receivership and has formerly discontinued its operations.  In connection with the receivership, the receiver formed a new Australian wholly owned subsidiary, Australian Forest Industries, LTD., and exchanged all of the shares of Integrated for Australian Forest Industries, LTD. shares.  On October 15, 2008, the board of Directors of the Company approved the transfer of all the outstanding shares of Australian Forest Industries,
LTD. to the principal shareholders and Directors, personally.  Subsequent to the spin out, the Company became a non-operating shell company.
 
 Going Concern
 
 As shown in the accompanying financial statements, the Company incurred a loss from continuing operations of $29,725 in 2009 and had an accumulated deficit of $4,948,076 at June 30, 2009.  Management in October 2008 dissolved the saw mill operations in Australia which was in receivership, spun out the bankrupt subsidiary and
is currently looking for a merger candidate for the public shell.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
 
 NOTE B – REVERSE STOCK SPLIT/ CHANGE OF NAME
 
 Effective January 29, 2009, the Company amended its Articles of Incorporation to decrease the number of authorized shares of capital stock from 305,000,000 to 150,000,000.  Prior to the amendment, the Company’s Articles of Incorporation authorized 5,000,000 shares of preferred stock and 300,000,000 shares of common stock,
and after the amendment, the Company’s Articles of Incorporation authorize 5,000,000 shares of preferred stock and 145,000,000 shares of common stock.
 
 On January 29, 2009 the Company also changed its name from “Australian Forest Industries” to “Lone Pine Holdings, Inc.”  The Company’s management believes that the name change will disassociate the Company with its former business of operating a saw mill in Australia.
 
 
 F-5
 
 
 LONE PINE HOLDINGS, INC.
 
 (FORMERLY AUSTRALIAN FOREST INDUSTRIES, INC.)
 
 NOTES TO FINANCIAL STATEMENTS
 June 30, 2009
 (Unaudited)
 
 
 NOTE B – REVERSE STOCK SPLIT/ CHANGE OF NAME (CONTINUED)
 
 On January 29, 2009, the Company enacted a reverse-stock split so that for every one hundred shares of our common stock outstanding on the record date, the Company’s shareholders received one share of our common stock (the "Reverse Stock Split").  Any fractional share
of the Company’s common stock that would have existed as a result of the Reverse Stock Split was rounded up to a whole share.  Every one hundred shares of common stock issued and outstanding immediately prior to the record date will be reclassified as, and changed into, one share of common stock.
 
 The principal effect of the Reverse Stock Split was to decrease the number of outstanding shares of common stock. At the time of the record date, the Company had 257,600,680 shares outstanding, which number was reduced to 2,577,350 as a result of the Reverse Stock Split.  All share and per share amounts have been retrospectively
restated to give effect to the Reverse Stock Split in the accompanying financial statements.
 
 NOTE C – CHANGE OF CONTROL
 
 Baytree Capital Associates LLC (“Baytree”) has obtained a controlling interest in the Company’s common shares pursuant to a Stock Purchase Agreement that it entered into with each of the Company’s recent directors (Michael Timms, Roger Timms, Colin Baird and Tony Esplin), their affiliate and their immediate family
members.  One of the selling shareholders under the Stock Purchase Agreement is Timbermans Group, which owned approximately 54.3% of the Company’s share capital and is affiliated with each of the Company’s aforementioned directors.  Although Timbermans Group is owned by these directors, it has been placed into a form of receivership under Australian law, and the contractual decision to enter into the contract for the sale of shares was made by its Receiver, PricewaterhouseCoopers,
rather than the shareholders.
 
 Under the Stock Purchase Agreement, Baytree purchased 2,385,000 shares of the Company’s common stock (238,500,000 million shares of common stock prior to the reverse stock-split described above) in exchange for $448,125.  As a condition to the sale under the Stock Purchase Agreement, the Company’s directors and officers
needed to resign, and Baytree arranged with those directors and officers to have William S. Rosenstadt appointed as sole director and executive officer.
 
 NOTE D – STOCKHOLDERS’ DEFICIT
 
 During the three months ended June 30, 2009, $87,534 in accrued expenses were paid by a principal shareholder of the Company on behalf of the Company.  These amounts were recorded as a capital contribution.









F-6







LONE PINE HOLDINGS, INC.





(FORMERLY AUSTRALIAN FOREST INDUSTRIES, INC.)





NOTES TO FINANCIAL STATEMENTS


June 30, 2009


(Unaudited)








NOTE E – RECENT ACCOUNTING PRONOUNCEMENTS





In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 establishes a common definition for fair value to be applied to US GAAP guidance requiring the use of fair value, establishes a framework for measuring fair value, and expands the disclosure about such fair value measurements. 
The application of SFAS No. 157 as it relates to financial assets and financial liabilities is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  On February 12, 2008, the FASB issued FSP FAS 157-2, "Effective Date of FASB Statement No. 157," which delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on
at least an annual basis, to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years.  The Company's adoption of SFAS No. 157 on January 1, 2009 for all financial assets and liabilities and any other assets and liabilities that are recognized or disclosed at fair value on a recurring basis did not impact the Company's consolidated financial statements.  The provisions of SFAS No. 157 are to be applied prospectively as of the beginning of the fiscal year
in which it is applied, with any transition adjustment recognized as a cumulative effect adjustment to the opening balance of retained earnings.  The Company does not anticipate that the adoption of SFAS No. 157 for nonfinancial assets and liabilities measured at fair value on a non-recurring basis will have a material impact on its financial position and results of operations.





In December 2007, the FASB issued SFAS No. 141R, Business Combinations.  This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired.  This
statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination.  SFAS No.141R is effective for us for acquisitions made after January 1, 2009.  Adoption of SFAS 141R did not have a material impact on the Company results of operations, cash flows or financial position.


In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements.  This standard outlines the accounting and reporting for ownership interest in a subsidiary held by parties other than the parent.  The Company adopted SFAS 160 on January 1, 2009.  Adoption of SFAS 160
did not have a material impact on the Company results of operations, cash flows or financial position.





In April 2008, the FASB adopted FSP SFAS No. 142-3, Determination of the Useful Life of Intangible Assets, amending the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill
and Other Intangible Assets. This FSP is effective for intangible assets acquired on or after January 1, 2009.  This FSP is not expected to have a material impact on the Company’s consolidated financial position, results of operations and cash flows.  The adoption of this FSP did not have an impact on the Company’s results of operations, cash flows or financial position.





In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1, Interim Disclosures about Fair Value of Financial Instruments. The FSP amends SFAS No. 107











F-7








LONE PINE HOLDINGS, INC.





(FORMERLY AUSTRALIAN FOREST INDUSTRIES, INC.)





NOTES TO FINANCIAL STATEMENTS


June 30, 2009


(Unaudited)








NOTE E – RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)





“Disclosures about Fair Value of Financial Instruments” to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted
for periods ending after March 15, 2009. The adoption of this FSP did not have an impact on the Company’s results of operations, cash flows or financial position.





In April 2009, the FASB issued FSP No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), which provides additional guidance for estimating fair value in accordance with
SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”).  FSP FAS 157-4 is effective for the quarter ending June 30, 2009.  The adoption of this FSP did not have an impact on the Company’s results of operations, cash flows or financial position.





In April 2009, the FASB issued FSP SFAS No. 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. FSP SFAS No. 141(R)-1 will amend the provisions related to the initial recognition and measurement,  subsequent measurement and disclosure of assets and
liabilities arising from contingencies in a business combination under SFAS No. 141(R), Business Combinations.  The FSP will carry forward the requirements in





SFAS No. 141, Business Combinations, for acquired contingencies, thereby requiring that such contingencies be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the allocation period.  Otherwise, entities would typically
account for the acquired contingencies in accordance with SFAS No. 5, Accounting for Contingencies.  The FSP will have the same effective date as SFAS No. 141(R), and was therefore adopted January 1, 2009.  Adoption of this FSP did not have a material impact on the Company results of operations, cash flows or financial position.





In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.
This SFAS requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The disclosure requirement under this SFAS is effective for the Company’s interim reporting period ended on June 30, 2009.  The adoption of this FSP did not have an impact on the Company’s results of operations, cash flows or financial position.





In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R). SFAS No. 167 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The determination of whether a company is required
to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.  This SFAS is effective for the Company’s fiscal year beginning on January 1, 2010.  The Company is currently evaluating the impact of the implementation of SFAS No. 167 on its consolidated financial position, results of operations and cash flows.







F-8








LONE PINE HOLDINGS, INC.





(FORMERLY AUSTRALIAN FOREST INDUSTRIES, INC.)





NOTES TO FINANCIAL STATEMENTS


June 30, 2009


(Unaudited)








NOTE E – RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)





In June 2009, the 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 No. 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles and the
framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States.  This SFAS is effective for the Company’s interim reporting period ending on September 30, 2009.  This SFAS is not expected to have a material impact on the Company’s consolidated financial position, results of operations and cash flows.









F-9















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





CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS





It should be noted that this Management's Discussion and Analysis of Financial Condition and Results of Operations may contain "forward-looking statements". The terms "believe", "anticipate", "intend", "goal", "expect" and similar expressions may identify forward-looking statements. These forward-looking statements represent our current expectations
or beliefs concerning future events. The matters covered by these statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. The foregoing list should not be construed as exhaustive, and we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events.
In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation that the strategy, objectives or other of our plans will be achieved. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.





Background





Lone Pine Holdings, Inc. (“the Company”), through its former wholly owned subsidiary Integrated Forest Products Pty Ltd (“Integrated”), previously operated a saw mill in Australia which cut pine timber into building products to supply the commercial and residential industry along the eastern coast of Australia. In July
2007, its wholly owned subsidiary in Australia was put into receivership and has formerly discontinued its operations.  In connection with the receivership, the receiver formed a new Australian wholly owned subsidiary, Australian Forest Industries, LTD., and exchanged all of the shares of Integrated for Australian Forest Industries, LTD. shares.  On October 15, 2008, the board of Directors of the Company approved the transfer of all the outstanding shares of Australian Forest Industries, LTD.
to the principal shareholders and Directors, personally.  Subsequent to the spin out, the Company became a non-operating shell company.





We do not currently engage in any business activities that provide us with positive cash flows.  As such, the costs of investigating and analyzing business combinations for the next approximately 12 months and beyond will be paid through funds from financing to be obtained.





During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports and costs relating to consummating an acquisition.





We believe we will be able to meet these costs with amounts to be loaned to or invested in us by our stockholders or other investors.





We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital.  In
the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.





Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings.  In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage
or potential emerging growth companies.  In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.





2








Effective January 29, 2009, the Company amended its Articles of Incorporation to decrease the number of authorized shares of capital stock from 305,000,000 to 150,000,000.  Prior to the amendment, the Company’s Articles of Incorporation authorized 5,000,000 shares of preferred stock and 300,000,000 shares of common stock, and
after the amendment, the Company’s Articles of Incorporation authorize 5,000,000 shares of preferred stock and 145,000,000 shares of common stock.





On January 29, 2009 the Company also changed its name from “Australian Forest Industries” to “Lone Pine Holdings, Inc.”  The Company’s management believes that the name change will disassociate the Company with its former business of operating a saw mill in Australia.





Baytree Capital Associates LLC (“Baytree”) has obtained a controlling interest in the Company’s common shares pursuant to a Stock Purchase Agreement that it entered into with each of the Company’s recent directors (Michael Timms, Roger Timms, Colin Baird and Tony Esplin), their affiliate and their immediate family members.  One
of the selling shareholders under the Stock Purchase Agreement is Timbermans Group, which owned approximately 54.3% of the Company’s share capital and is affiliated with each of the Company’s aforementioned directors.  Although Timbermans Group is owned by these directors, it has been placed into a form of receivership under Australian law, and the contractual decision to enter into the contract for the sale of shares was made by its Receiver, PricewaterhouseCoopers, rather than the shareholders.





Under the Stock Purchase Agreement, Baytree, in a principal capacity as well as an agent for other purchasers, purchased 2,385,000 shares of the Company’s common stock (238,500,000 million shares of common stock prior to the reverse stock-split described above) in exchange for $448,125.  As a condition to the sale under the
Stock Purchase Agreement, the Company’s directors and officers needed to resign, and Baytree arranged with those directors and officers to have William S. Rosenstadt appointed as sole director and executive officer.








RESULTS OF OPERATIONS





As shown in the accompanying financial statements, the Company incurred a loss from continuing operations of $29,725 in 2009 and had an accumulated deficit of $4,948,076 at June 30, 2009.  Management in October 2008 dissolved the saw mill operations in Australia which was in receivership, spun out the bankrupt subsidiary and is currently
looking for a merger candidate for the public shell.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.





LIQUIDITY AND CAPITAL RESOURCES





The Company’s loss from continuing operations was $8,750 for the three months ended June 30, 2009 and $29,725 for the six months ended June 30, 2009.  The Company’s experienced a net loss from operations of $8,750, a $0.01 net gain per share for continuing operations, for the three months ended June 30, 2009 as compared
to $7,032,071, a $2.73 net gain per share for discontinued operations, for the three months ended June 30, 2008.  The Company experienced a net loss from operations of $29,725, a $0.01 net gain per share for continuing operations, for the six months ended June 30, 2009 as compared to $6,828,576, a $2.65 net gain per share for discontinued operations, for the six months ended June 30, 2008.





CRITICAL ACCOUNTING POLICIES AND ESTIMATES





The Company’s discussion and analysis of its financial condition and results of operations are based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires the Company to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, the Company evaluates its estimates, including those related to bad debts, income taxes and contingencies and litigation.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form





3





the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.





RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS





Recent Accounting Pronouncements Affecting the Company:





In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 establishes a common definition for fair value to be applied to US GAAP guidance requiring the use of fair value, establishes a framework for measuring fair value, and expands the disclosure about such fair value measurements. 
The application of SFAS No. 157 as it relates to financial assets and financial liabilities is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  On February 12, 2008, the FASB issued FSP FAS 157-2, "Effective Date of FASB Statement No. 157," which delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on
at least an annual basis, to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years.  The Company's adoption of SFAS No. 157 on January 1, 2009 for all financial assets and liabilities and any other assets and liabilities that are recognized or disclosed at fair value on a recurring basis did not impact the Company's consolidated financial statements.  The provisions of SFAS No. 157 are to be applied prospectively as of the beginning of the fiscal year
in which it is applied, with any transition adjustment recognized as a cumulative effect adjustment to the opening balance of retained earnings.  The Company does not anticipate that the adoption of SFAS No. 157 for nonfinancial assets and liabilities measured at fair value on a non-recurring basis will have a material impact on its financial position and results of operations.

In December 2007, the FASB issued SFAS No. 141R, Business Combinations.  This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired.  This
statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination.  SFAS No.141R is effective for us for acquisitions made after January 1, 2009.  Adoption of SFAS 141R did not have a material impact on the Company results of operations, cash flows or financial position.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements.  This standard outlines the accounting and reporting for ownership interest in a subsidiary held by parties other than the parent.  The Company adopted SFAS 160 on January 1, 2009.  Adoption of SFAS 160
did not have a material impact on the Company results of operations, cash flows or financial position.

In April 2008, the FASB adopted FSP SFAS No. 142-3, Determination of the Useful Life of Intangible Assets, amending the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill
and Other Intangible Assets. This FSP is effective for intangible assets acquired on or after January 1, 2009.  This FSP is not expected to have a material impact on the Company’s consolidated financial position, results of operations and cash flows.  The adoption of this FSP did not have an impact on the Company’s results of operations, cash flows or financial position.

In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1, Interim Disclosures about Fair Value of Financial Instruments. The FSP amends SFAS No. 107





4





“Disclosures about Fair Value of Financial Instruments” to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted
for periods ending after March 15, 2009. The adoption of this FSP did not have an impact on the Company’s results of operations, cash flows or financial position.





In April 2009, the FASB issued FSP No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), which provides additional guidance for estimating fair value in accordance with
SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”).  FSP FAS 157-4 is effective for the quarter ending June 30, 2009.  The adoption of this FSP did not have an impact on the Company’s results of operations, cash flows or financial position.





In April 2009, the FASB issued FSP SFAS No. 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. FSP SFAS No. 141(R)-1 will amend the provisions related to the initial recognition and measurement,  subsequent measurement and disclosure of assets and
liabilities arising from contingencies in a business combination under SFAS No. 141(R), Business Combinations.  The FSP will carry forward the requirements in





SFAS No. 141, Business Combinations, for acquired contingencies, thereby requiring that such contingencies be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the allocation period.  Otherwise, entities would typically
account for the acquired contingencies in accordance with SFAS No. 5, Accounting for Contingencies.  The FSP will have the same effective date as SFAS No. 141(R), and was therefore adopted January 1, 2009.  Adoption of this FSP did not have a material impact on the Company results of operations, cash flows or financial position.





In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.
This SFAS requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The disclosure requirement under this SFAS is effective for the Company’s interim reporting period ended on June 30, 2009.  The adoption of this FSP did not have an impact on the Company’s results of operations, cash flows or financial position.





In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R). SFAS No. 167 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The determination of whether a company is required
to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.  This SFAS is effective for the Company’s fiscal year beginning on January 1, 2010.  The Company is currently evaluating the impact of the implementation of SFAS No. 167 on its consolidated financial position, results of operations and cash flows.




In June 2009, the 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 No. 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles and the
framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States.  This SFAS is effective for the Company’s interim reporting period ending on September 30, 2009.  This SFAS is not expected to have a material impact on the Company’s consolidated financial position, results of operations and cash flows.








Item 3. Quantitative and Qualitative Disclosure About Market Risk.





Not applicable





Item 4. – Controls and Procedures





(a) Disclosure Controls and Procedures.


As of the end of the period covering this Form 10-Q, we evaluated the effectiveness of the design and operation of our “disclosure controls and procedures”. We conducted this evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Acting Principal Accounting
Officer.





(i) Definition of Disclosure Controls and Procedures.


Disclosure controls and procedures are controls and other procedures that are designed with the objective of ensuring that information required to be disclosed in our periodic reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules
and forms. As defined by the SEC, such disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Acting Principal Accounting Officer, in such a manner as to allow timely disclosure decisions.





(ii) Conclusions with Respect to Our Evaluation of Disclosure Controls and Procedures.





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Our Chief Executive Officer and Acting Principal Accounting Officer determined that, as of the end of the period covered by this report,  these  controls and  procedures  are adequate and effective in alerting them in a timely manner to material information relating to us required to be included in our periodic
SEC filings.





(b) Changes in Internal Controls.


There have been no changes in our internal controls over financial reporting that could significantly affect these controls subsequent to the date of their evaluation.





PART II


Item 1. Legal Proceedings





No material changes.





Item 1A Risk Factors





Not applicable.





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





None.





Item 3. Defaults Upon Senior Securities





None.





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





None.





Item 5. Other Information





None.





Item 6. Exhibits





Exhibit Index





Exhibit 31.1 Certification of Chief Executive Officer and Acting Principal Accounting Officer


Exhibit 32.1 Certification of Chief Executive Officer and Acting Principal Accounting Officer





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SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





LONE PINE HOLDINGS, INC.





/s/  William S. Rosenstadt


Name: William S. Rosenstadt


Title: CEO, President and Principal Accounting Officer


Date:  August 18, 2009