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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended: September 30, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from _____________ to _____________
 Commission file number 000-54206
 L&L ACQUISITION CORP.
 (Exact Name of Registrant as Specified in its Charter)
 
 Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    27-3109518
(I.R.S. Employer
Identification No.)
 265 Franklin Street, 20 th Floor,
Boston, MA 02110
(Address of Principal Executive Offices, Including Zip Code)
 (617) 330-7755
(Registrants Telephone Number, Including Area Code)
 
 þ o
 o þ
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 þ o
  Common Stock, par value $.0001 per share
    
    1,437,500 sharesClass
    
    Outstanding at September 30, 2010




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L&L ACQUISITION CORP.
(a development stage company)
 Form 10-Q
For the Quarterly Period Ended September 30, 2010
 TABLE OF CONTENTS
 Page No.PART I: FINANCIAL INFORMATIONItem 1. Condensed Financial Statements (Unaudited)
    
    
    3Condensed Balance Sheet
    
    
    3Condensed Statement of Operations
    
    
    4Condensed Statement of Stockholders Equity
    
    
    5Condensed Statement of Cash Flows
    
    
    6Notes to Condensed Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    16Item 4. Controls and Procedures
    
    
    17PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    19SIGNATURES
    
    
    20Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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PART I FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 L&L Acquisition Corp.
(a development stage company)
 
 CONDENSED BALANCE SHEET


(unaudited)
 September 30,2010ASSETSCurrent assets:Cash
    
    $
    79,211Deferred offering costs
    
    
    160,750Total assets
    
    $
    239,961LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accrued expenses
    
    $
    150,000Notes payable, stockholders
    
    
    75,000Total current liabilities
    
    
    225,000CommitmentsStockholders equity:Common stock, $.0001 par value, 100,000,000
shares authorized; 1,437,500 shares issued
and outstanding
    
    
    144Additional paid-in capital
    
    
    24,856Deficit accumulated during development stage
    
    
    (10,039
    )Total stockholders equity
    
    
    14,961Total liabilities and stockholders equity
    
    $
    239,961
   3




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L&L Acquisition Corp.
(a development stage company)
 
 CONDENSED STATEMENT OF OPERATIONS
(unaudited)
 For the period from July 26, 2010 (date of inception) to September 30, 2010
 Revenue:
    
    $
    General and administrative expenses
    
    
    10,066Loss from operations
    
    
    (10,066
    )Interest and dividend income
    
    
    27Income before provision for income taxes
    
    
    (10,039
    )Provision for income taxes
    
    
    Net loss attributable to common stockholders
    
    $
    (10,039
    )Weighted average number of common shares outstanding
    
    
    1,437,500Basic and diluted net loss per share attributable to stockholders
    
    $
    (0.01
    )
   4




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L&L Acquisition Corp.
(a development stage company)
 
 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

(unaudited)
 For the period from July 26, 2010 (date of inception) to September 30, 2010
 DeficitAccumulatedAdditional
    
    
    During
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquitySale of common stock
issued to initial
stockholders on July 26,
2010 at $.017 per share
    
    
    1,437,500
    
    
    $
    144
    
    
    $
    24,856
    
    
    $
    
    
    
    $
    25,000Net loss attributable to
common stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,039
    )
    
    
    (10,039
    )Balance, September 30, 2010
    
    
    1,437,500
    
    
    $
    144
    
    
    $
    24,856
    
    
    $
    (10,039
    )
    
    $
    14,961
   5




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L&L Acquisition Corp.
(a development stage company)
 
 CONDENSED STATEMENT OF CASH FLOWS


(unaudited)
 For the period from July 26, 2010 (date of inception) to September 30, 2010
 Cash Flows from Operating ActivitiesNet loss
    
    $
    (10,039
    )Changes in operating assets and liabilities:(Increase) in deferred offering costs
    
    
    (160,750
    )Increase in accrued expenses
    
    
    150,000Net cash used in operating activities
    
    
    (20,789
    )Cash Flows from Financing ActivitiesProceeds from notes payable, stockholders
    
    
    75,000Proceeds from issuance of stock to initial stockholders
    
    
    25,000Net cash provided by financing activities
    
    
    100,000Net increase in cash
    
    
    79,211Cash at beginning of the period
    
    
    Cash at end of the period
    
    $
    79,211Supplemental schedule of non-cash financial activities:Accrual of deferred offering costs
    
    $
    150,000
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L&L ACQUISITION CORP.
(a development stage company)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
 1. Basis of Presentation
  2. Description of Organization and Business Operations
    7




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3. Significant Accounting Policies
 Development Stage Company
  Net Loss Per Common Share
  Concentration of Credit Risk
  Fair Value of Financial Instruments
  Use of Estimates
   9




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Deferred Offering Costs
  Income Taxes
   Recently Issued Accounting Standards
   10




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4. Initial Public Offering
  5. Related Party Transactions
 As of September 30, 2010
   Subsequent Related Party Transactions
   11




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6. Commitments and Contingencies
   12




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7. Income Taxes
  Net operating loss carry-forward
    
    $
    4,000Less, valuation allowance
    
    
    (4,000
    )$
    
 8. Subsequent Events
     Subsequent Related Party Transactions
  13




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. We have based these forward-looking statements on our current expectations
and projections about future events, and we assume no obligation to update any such forward-looking
statements. These forward-looking statements are subject to known and unknown risks, uncertainties
and assumptions about us that may cause our actual results to be materially different from any
future results expressed or implied by such forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as may, should, could, would,
expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or
other similar expressions. Factors that might cause our future results to differ from those
statements include, but are not limited to, those described in the section entitled Risk Factors
of the prospectus filed with the SEC in connection with our initial public offering. The following
discussion should be read in conjunction with our condensed financial statements and related notes
thereto included elsewhere in this report and with the section entitled Risk Factors of the
prospectus filed with the SEC in connection with our initial public offering.
 Overview
   14




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Results of Operations
  Liquidity and Capital Resources
    15




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Off-Balance Sheet Financing Arrangements
   Contractual Obligations
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
   16




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Item 4.
    
    Controls and Procedures.
    17




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PART IIOTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
  
 Item 1A.
    
    Risk Factors.
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
     18




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Item 3.
    
    Defaults Upon Senior Securities.
  
 Item 5.
    
    Other Information.
  
 Item 6.
    
    Exhibits.
 (a) List of exhibits
 ExhibitNumber

    
    Description31.1
    
    
    Rule 13a-14(a) / Rule 15d-14(a) Certification31.2
    
    
    Rule 13a-14(a) / Rule 15d-14(a) Certification32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
  19




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SIGNATURES
  L&L ACQUISITION CORP.Date:      January 7, 2011
    /s/ Peter SchofieldPeter SchofieldSecretary and Chief Financial Officer
(Authorized Officer and Principal Financial
Officer)  20