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 March 31, 2011





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





For the transition period from _________________ to ______________





Commission file number 0-25909





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 May 9, 2011, was 2,577,371.
















PART I.
FINANCIAL STATEMENTS

PagesItem 1.
UNAUDITED CONDENSED FINANCIAL STATEMENTS:Condensed Balance Sheets as of March 31, 2011 and December 31, 2010
2Condensed Statements of Operations for the Three Months Ended March 31, 2011 and 2010
3Condensed Statements of Cash Flows for the Nine Months Ended March 31, 2011 and 2010
4Notes to Condensed Financial Statements
5-7Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKItem 4.
CONTROLS AND PROCEDURESPART II.
OTHER INFORMATIONItem 1.
LEGAL PROCEEDINGSItem 1A.
RISK FACTORSItem 2.
UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDSItem 3.
DEFAULTS UPON SENIOR SECURITIESItem 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSItem 5.
OTHER INFORMATIONItem 6.
EXHIBITS













LONE PINE HOLDINGS, INC.CONDENSED BALANCE SHEETS(Unaudited)ASSETSMarch 31,


December 31,2011


2010CURRENT ASSETSCash and cash equivalents

$
13,026


$
1,026TOTAL ASSETS

$
13,026


$
1,026LIABILITIES AND STOCKHOLDERS' (DEFICIT)CURRENT LIABILITIESLoan payable,  principal shareholder


40,475



40,475Accrued expenses


41,611



47,503Promissory note


30,000



-TOTAL CURRENT LIABILITIES


112,086



87,978STOCKHOLDERS' (DEFICIT)Preferred stock, par value $0.001, 5,000,000 sharesauthorized, none issued and outstanding


-



-Common stock, par value $0.001, 145,000,000 sharesauthorized, 2,577,371 issued and outstanding


2,577



2,577Additional paid-in capital


4,915,774



4,915,774Accumulated deficit


(5,017,411
)


(5,005,303
)Total Stockholders' (Deficit)


(99,060
)


(86,952
)TOTAL LIABILITIES AND  STOCKHOLDERS' (DEFICIT)

$
13,026


$
1,026


See accompanying notes to condensed financial statements.


2





LONE PINE HOLDINGS, INC.CONDENSED STATEMENTS OF OPERATIONS(Unaudited)FOR THE THREE MONTHS ENDED MARCH 31,2011


2010REVENUE

$
-


$
-OPERATING EXPENSESGeneral and administrative expenses


12,108



16,000Total operating expenses


12,108



16,000NET (LOSS) APPLICABLE TO COMMON SHARES


(12,108
)


(16,000
)NET (LOSS) PER BASIC AND DILUTED SHARES

$
(0.00
)

$
(0.01
)WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDINGBASIC AND DILUTED


2,577,371



2,577,371


See accompanying notes to condensed financial statements.


3





LONE PINE HOLDINGS, INC.CONDENSED STATEMENTS OF CASH FLOWS(Unaudited)FOR THE THREE MONTHS ENDED MARCH 31,2011


2010CASH FLOWS FROM OPERATING ACTIVITIESNet (loss)

$
(12,108
)

$
(16,000
)Adjustments to reconcile net (loss) to cash(used in) operating activities:Increase (decrease) in accrued expenses


(5,892
)


16,000Cash used in operating activities


(18,000
)


-CASH FLOWS FROM FINANCING ACTIVITIESProceeds from promissory note


30,000



-Net cash provided by financing activities


30,000



-NET INCREASE (DECREASE) IN CASH

$
12,000


$
-CASH BEGINNING OF PERIOD


1,026



-CASH END OF PERIOD

$
13,026


$
-


See accompanying notes to condensed financial statements.


4








LONE PINE HOLDINGS, INC.


NOTE TO FINANCIAL STATEMENTS


MARCH 31, 2011


(UNAUDITED)





NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS





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., its operating subsidiary that had been placed in receivership, to the principal shareholders and Directors, personally.  Subsequent to the spin out, the Company became a non-operating shell company. As the Company does not currently engage in any business activities, it is looking for a suitable candidate for acquisition or merger that 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.





Basis of Presentation





The accompanying condensed unaudited interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").  The condensed financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these condensed financial statements be read in conjunction with the December 31, 2010 audited financial statements and the accompanying notes thereto.  While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.  These results are not necessarily indicative of the results to be expected for the full year.


These condensed unaudited financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Cash and Cash Equivalents





For the purposes of the consolidated statements of cash flow, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.





Use of Estimates





The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.





5





LONE PINE HOLDINGS, INC.


NOTE TO FINANCIAL STATEMENTS


MARCH 31, 2011


(UNAUDITED)





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Net Loss Per Common Share





Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options and warrants for which the market price exceeds exercise price, less shares which we could have purchased with related proceeds. There are no dilutive financial instruments as of March 31, 2011and 2010.





Fair Values of Financial Instruments





The Company uses financial instruments in the normal course of business.  The carrying values of accrued expenses approximate their fair value due to the short-term maturities of these liabilities.





Income Taxes





The Company has adopted the provisions of Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 740, Accounting for Income Taxes. The Company accounts for income taxes pursuant to the provisions of the ASC 740, Accounting for Income Taxes, which requires an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.





NOTE 3 – GOING CONCERN





As shown in the accompanying financial statements, the Company incurred a loss from continuing operations of


$12,108 at March 31, 2011 and had an accumulated deficit of $5,017,411 at March 31, 2011.  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. Our short term liquidity needs are principally related to our operating expenses. It is expected that this will get funded by our principal stockholder.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments as a result of this uncertainty.





NOTE 4 – RELATED PARTY TRANSACTIONS





As of March 31, 2011 and 2010, the Company received advances from the principal shareholder in the amount of $ 0 and $ 22,500 to pay for professional fees, respectively. The legal fees for the three months ended March 31, 2011 were $3,000; they were incurred by Sanders Ortoli Vaughn-Flam Rosenstadt LLP of which William Rosenstadt, President and CEO of the Company, is a partner.  The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.





NOTE 5 – CONVERTIBLE PROMISSORY





On March 18, 2011, Heriot Holdings Limited loaned the Company $30,000 (the “Principal Amount”) pursuant to a convertible promissory note at a rate of 10% per annum, until the Principal Amount is repaid. If the Principal Amount is not repaid by March 18, 2012, the date of maturity, the then-outstanding Principal Amount and any interest accrued thereon shall be converted into shares of the Company’s common stock at a price of $0.10.














6








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





Our former subsidiaries Integrated Forest Products Pty Ltd (“Integrated”) and Timbermans Group Pty Ltd (“Timbermans”) went into administration in Australia (in the United States this is tantamount to a Chapter 11 Bankruptcy).  On July 31, 2007, Price Waterhouse Coopers LLP was appointed Receivers and Managers of both Integrated and Timbermans.  Also on this same date, Deloitte was appointed Liquidator of Timbermans.  Romanis Cant was appointed Liquidator of Integrated on October 18, 2007.  The business operations of Integrated were continued until November 30, 2007 when all of the assets of Integrated were offered for sale as a going concern.





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.





The Company incurred a net loss from continuing operations of $12,108 for the three months ended March 31, 2011 and has an accumulated deficit of $5,107,411 at March 31, 2011. Because of the dissolution of the business and the liquidation of all liabilities, our current business objective for the next 12 months is to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.





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 principal stockholder 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.





7








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.





RESULTS OF OPERATIONS





Net loss for the three months ended March 31, 2011 was $12,108 as compared to a net loss of $16,000 for the three months ended March 31, 2010.  All of the losses in the 2011 and 2010 periods were from continuing operations and related almost exclusively to accounting, legal and transfer agent fees.  Apart from looking for a merger candidate, we have no current operations, and we have no employees.





LIQUIDITY AND CAPITAL RESOURCES





Net cash used by operations was $18,000 for the three months ended March 31, 2011 as compared to net cash used by operations of $0 for the three months ended March 31, 2010.  We realized $30,000 net cash provided by financing activities for our continuing operations for the three-month period ended March 31, 2011, and we realized net cash provided by financing activities of $0 for the three-month period ended March 31, 2010.





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 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.





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.








8





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


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.


In or since the quarter ended March 31, 2011, there have been no changes in our internal controls over financial reporting that could significantly affect these controls.





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





9








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: May  12, 2011