UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-K




(Mark
One)


x
                ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended September 30,
2008




OR




 ̈
                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:  000-51675




LANE
CO. #3, INC.


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




Delaware
            
            20-3771425(State
      of Incorporation)
            
            (I.R.S.
      Employer Identification No.)333
      Sandy Springs Circle, Suite 230Atlanta,
      GA
            
            30328(Address
      of Principal Executive Offices)
            
            (Zip
      Code)




(404)
257-9150


(Issuer’s
telephone number, including area code)





Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
            Name
      of each exchange on which registered:None
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.0001
              (Title
      of class)




Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during he
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. Yesx  No ̈




Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yesx No ̈




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, an 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 filer
             ̈
            Accelerated
      filer
             ̈Non-accelerated
      filer
             ̈
            Smaller
      reporting company
            x


(Do not
check if a smaller reporting company)


Revenues
for year ended September 30, 2008: $0




Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of September 30, 2008, was: $0




Number of
shares of the registrant’s common stock outstanding as of December 16, 2008 was:
100,000




Transitional
Small Business Disclosure Format:    Yes ̈   Nox











TABLE
OF CONTENTS




PagePART
      IItem
      1
                    Description
      of Business
                    3Item
      2
                    Description
      of Property
                    8Item
      3
                    Legal
      Proceedings
                    8Item
      4
                    Submission
      of Matters to a Vote of Security Holders
                    9PART
      IIItem
      5
                    Market
      for Common Equity and Related Stockholder Matters
                    9Item
      6
                    Management's
      Discussion and Analysis or Plan of Operation
                    9Item
      7
                    Financial
      Statements
                    10Item
      8
                    Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
                    10Item
      8A
                    Controls
      and Procedures
                    10Item
      8B
                    Other
      Information
                    11PART
      IIIItem
      9
                    Directors,
      Executive Officers, Promoters and Control Persons:
                    12Compliance
      with Section 16(A) of the Exchange ActItem
      10
                    Executive
      Compensation
                    14Item
      11
                    Security
      Ownership of Certain Beneficial Owners and Management
                    14Item
      12
                    Certain
      Relationships and Related Transactions
                    15Item
      13
                    Exhibits
                    15Item
      14
                    Principal
      Accountant Fees and Services
                    16





- 2
-





PART
I





ITEM
      1.
            DESCRIPTION
      OF BUSINESS





(a)      
   Business Development





Lane Co
#3, Inc. (the "Company" or the "Registrant") was incorporated in the State of
Delaware on November 2, 2005. Since inception, the Company has been engaged in
organizational efforts and obtaining initial financing. The Company was formed
as a vehicle to pursue a business combination and has made no efforts to
identify a possible business combination. As a result, the Company has not
conducted negotiations or entered into a letter of intent concerning any target
business. The business purpose of the Company is to seek the acquisition of, or
merger with, an existing company.





(b)  
       Business of Issuer





The
Company, based on proposed business activities, is a "blank check" company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and
that has no specific business plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or companies." Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in our securities, either debt or equity, until we have successfully concluded a
business combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company's principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The
analysis of new business opportunities has and will be undertaken by or under
the supervision of the officers and directors of the Registrant. The Registrant
has considered potential acquisition transactions with several


companies,
but as of this date has not entered into any Letter of Intent or other agreement
with any party. The Registrant has unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In its efforts
to analyze potential acquisition targets, the Registrant will consider the
following kinds of factors:





(a)          Potential
for growth, indicated by new technology, anticipated market expansion or new
products;





(b)          Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;





(c)          Strength
and diversity of management, either in place or scheduled for
recruitment;





(d)          Capital
requirements and anticipated availability of required funds, to be provided by
the Registrant or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from


other
sources;





(e)          The
cost of participation by the Registrant as compared to the perceived tangible
and intangible values and potentials;





(f)           The
extent to which the business opportunity can be advanced;





- 3
-


(g)          The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and





(h)          Other
relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Registrant's limited capital available for
investigation, the Registrant may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.





Form
of Acquisition





The
manner in which the Registrant participates in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of the
Registrant and the promoters of the opportunity, and the relative negotiating
strength of the Registrant and such promoters.





It is
likely that the Registrant will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Registrant. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares of the surviving entity. Under
other circumstances, depending upon the relative negotiating strength of the
parties, prior stockholders may retain substantially less than 20% of the total
issued and outstanding shares of the surviving entity. This could result in
substantial additional dilution to the equity of those who were stockholders of
the Registrant prior to such reorganization.





The
present stockholders of the Registrant will likely not have control of a
majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and new directors may be appointed without any
vote by stockholders.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding shares. The necessity to obtain
such stockholder approval may result in delay and additional expense in the
consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.





We
presently have no employees. Our officers and directors are engaged in outside
business activities and anticipate that they will devote to our business only
several hours per week until the acquisition of a successful business
opportunity has been consummated. We expect no significant changes in the number
of our employees other than such changes, if any, incident to a business
combination.





- 4
-





Risk
Factors





AN
INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN
EXTREMELY HIGH DEGREE OF RISK.





There may
be conflicts of interest between our management and our non-management
stockholders.





Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. A conflict of interest may arise
between our management's personal pecuniary interest and its fiduciary duty to
our stockholders. Further, our management's own pecuniary interest may at some
point compromise its fiduciary duty to our stockholders. In addition, some of
our officers and directors are currently involved with other blank check
companies, including Middle Kingdom Alliance Corp., also referred to as a
Special Purpose Acquisition Corp., which was formed in January 2006 for the
purpose of raising capital to acquire a minority interest in a Chinese company,
and conflicts in the pursuit of business combinations with such other blank
check companies, may in the future arise. If we and the other blank check
companies that our officers and directors are affiliated with desire to take
advantage of the same opportunity, then those officers and directors that are
affiliated with both companies would abstain from voting upon the opportunity.
In the event of identical officers and directors, the officers and directors
will arbitrarily determine the company that will be entitled to proceed with the
proposed transaction.





OUR
BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING
HISTORY.





As the
Company has no operating history or revenue and only minimal assets, there is a
risk that we will be unable to continue as a going concern and consummate a
business combination. The Company has had no recent operating history nor any
revenues or earnings from operations since inception. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in our incurring a net operating loss that
will increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.





THERE
IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF
THE TYPE CONTEMPLATED BY MANAGEMENT.





The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.





FUTURE
SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.





The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.





THE
COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.





We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.




- 5
-




MANAGEMENT
INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET COMPANY
WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE ACQUISITION
CANDIDATE.





While
seeking a business combination, management anticipates devoting no more than a
few hours per week to the Company's affairs. Our officers have not entered into
written employment agreements with us and are not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to
identify and consummate a successful business combination.





THE
TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.





Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.





THE
COMPANY MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY
AFFECT OUR OPERATIONS.





Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act and, consequently,
violation of the Act could subject us to material adverse
consequences.





ANY
POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.





If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.





THERE
IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.





Outstanding
shares of our Common Stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.





OUR
BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.





We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.




- 6
-




THE
COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL
RESULT IN SUBSTANTIAL DILUTION.





Our
certificate of incorporation authorizes the issuance of a maximum of 100,000,000
shares of common stock and a maximum of 10,000,000 shares of preferred stock.
Any merger or acquisition effected by us may result in the issuance of
additional securities without stockholder approval and may result in substantial
dilution in the percentage of our common stock held by our then existing
stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of Common Stock or
Preferred Stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of Common Stock might be materially adversely
affected.





THE
COMPANY HAS CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH
OR ACQUIRE.





The
Company has neither conducted nor have others made available to us results of
market research concerning prospective business opportunities. Therefore, we
have no assurances that market demand exists for a merger or acquisition as
contemplated by us. Our management has not identified any specific business
combination or other transactions for formal evaluation by us, such that it may
be expected that any such target business or transaction will present such a
level of risk that conventional private or public offerings of securities or
conventional bank financing will not be available. There is no assurance that we
will be able to acquire a business opportunity on terms favorable to us.
Decisions as to which business opportunity to participate in will be
unilaterally made by our management, which may act without the consent, vote or
approval of our stockholders.





BECAUSE
WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A "REVERSE MERGER",
FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF
MAJOR BROKERAGE FIRMS.





Additional
risks may exist since we will assist a privately held business to become public
through a "reverse merger." Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.





WE
CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING
BUSINESS, OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES
EXCHANGE.





Following
a business combination, we may seek the listing of our common stock on NASDAQ or
the American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. After
completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the "pink sheets," where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, we would be subject to an SEC rule that,
if it failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed by the rule
to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our common stock, which may further affect its liquidity. This would also make
it more difficult for us to raise additional capital following a business
combination.





THERE
IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR
COMMON STOCK.





There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until the Company completes a business
combination with an operating business and such business files a registration
statement under the Securities Act of 1933, as amended. Additionally, we have
never paid dividends on our Common Stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.




- 7
-




AUTHORIZATION
OF PREFERRED STOCK.





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of its authorized preferred stock, there can be no assurance that the
Company will not do so in the future.





CONTROL
BY MANAGEMENT.





Management
currently owns 100% of all the issued and outstanding common stock of the
Company. Consequently, management has the ability to control the operations of
the Company and will have the ability to control substantially all matters
submitted to stockholders for approval, including:





o
            Election
      of the board of directors;





o
            Removal
      of any directors;





o
            Amendment
      of the Company's certificate of incorporation or bylaws;
    and





o
            Adoption
      of measures that could delay or prevent a change in control or impede a
      merger, takeover or other business
combination.





Our
President together with High Capital Funding LLC, a private investment company,
of which one of our Directors and the Chief Financial Officer are affiliates,
owns 100 % of our issued and outstanding common stock. Accordingly, this
concentration of ownership by itself may have the effect of impeding a merger,
consolidation, takeover or other business consolidation, or discouraging a
potential acquiror from making a tender offer for the common stock.





THIS
REGISTRATION STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS AND INFORMATION
RELATING TO US, OUR INDUSTRY AND TO OTHER BUSINESSES.





These
forward-looking statements are based on the beliefs of our management, as well
as assumptions made by and information currently available to our management.
When used in this prospectus, the words "estimate,"
"project,"  "believe," "anticipate," "intend," "expect" and similar
expressions are intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are
subject to risks and uncertainties that may cause our actual results to differ
materially from those contemplated in our forward-looking statements. We caution
you not to place undue reliance on these forward-looking statements, which speak
only as of the date of this prospectus. We do not undertake any obligation to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this prospectus or to reflect the
occurrence of unanticipated events.





ITEM
      2.
            DESCRIPTION
      OF PROPERTY.





The
Company neither rents nor owns any properties. The Company currently has no
policy with respect to investments or interests in real estate, real estate
mortgages or securities of, or interests in, persons primarily engaged in real
estate activities.





ITEM
      3.
            LEGAL
      PROCEEDINGS.





There are
not presently any material pending legal proceedings to which the Registrant is
a party or as to which any of its property is subject, and no such proceedings
are known to the Registrant to be threatened or contemplated against
it.





- 8
-




ITEM
      4.
            SUBMISSION
      OF MATTERS TO VOTE OF SECURITY
HOLDERS.





For the
period from the inception of the Company on November 2, 2005 to September 30,
2008 there have been no matters submitted to the vote of the security
holders.





PART
II





ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS.





(a)           Market
Information. The Company's common stock is not trading on any stock
exchange.





(b)           Holders.
As of September 30, 2008 there were two holders of our common
stock.





(c)           Dividends.
We have not paid any dividends on our common stock to date and do not intend to
pay dividends prior to the completion of a business combination. The payment of
dividends in the future will be contingent upon our revenues and earnings, if
any, capital requirements and general financial condition subsequent to
completion of a business combination. The payment of any dividends subsequent to
a business combination will be within the discretion of our then board of
directors. It is the present intention of our board of directors to retain all
earnings, if any, for use in our business operations and, accordingly, our board
does not anticipate declaring any dividends in the foreseeable
future.





ITEM
      6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.





Overview





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict our potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The
Company does not currently engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with amounts to be loaned to or
invested in us by our stockholders, management or other investors.





During
the next twelve months we anticipate incurring costs related to:





(i)           filing
of Exchange Act reports, and





(ii)          costs
relating to consummating an acquisition.





We
believe we will be able to meet these costs through amounts, as necessary, to be
loaned to or invested in us by our stockholders, management or other
investors.





The
Company 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.




- 9
-




Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.





The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.





We do not
currently intend to retain any entity to act as a "finder" to identify and
analyze the merits of potential target businesses.





Results
of Operations





For the
fiscal year ending September 30, 2008, we have no revenue because we currently
do not have any business operations. Our operating expenses during the period
were $13,013 and consisted primarily of accounting and administrative expenses.
We have not provided for any income taxes.





For the
fiscal year ending September 30, 2007, we had no revenue because we did not have
any business operations. Our operating expenses during the period were $19,288
and consisted primarily of accounting and administrative expenses. We have not
provided for any income taxes.





For the
period from November 2, 2005 to September 30, 2008, we have no revenue because
we do not have any business operations. Our operating expenses during the period
were $41,801 and consisted primarily of formation costs, accounting and
administrative expenses. We have not provided for any income taxes, and the
Company has approximately $9,700 in gross deferred tax assets resulting from net
operating loss carry−forwards of approximately $24,300 available to offset
future taxable income through 2026.





Liquidity
and Capital Resources





As of
September 30, 2008 and 2007, we have $341 and $0 in available cash, accounts
payable and accrued liabilities of $8,004 and $7,750 and advances from a
shareholders of $24,638 and $11,538, respectively. At September 30, 2008 and
2007, the Company had no capital resources and will and has relied upon advances
from shareholders to fund administrative expenses pending acquisition of an
operating company.





ITEM
      7.
            FINANCIAL
      STATEMENTS.





Please
see the financial statements beginning on page F-1 located elsewhere in this
annual report on Form 10-K and incorporated herein by reference.





ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





None.





ITEM
      8A.
            CONTROLS
      AND PROCEDURES.





Our
management with the participation of our Chief Executive Officer and our Chief
Financial Officer carried out an evaluation of the effectiveness of the
Company's disclosure controls and procedures as of September 30, 2008. Based
upon that evaluation, the Company's Chief Executive Officer  and Chief
Financial Officer concluded the Company's disclosure controls and procedures
were effective to ensure that information required to be disclosed by us in
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission.




- 10
-




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted
accounting principles.





Management
assessed our internal control over financial reporting as of September 30, 2008,
the end of our fiscal year. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in “Internal Control – Integrated
Framework.”





Based on
our assessment, management has concluded that our internal control over
financial reporting was effective as of September 30, 2008 to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external reporting purposes in accordance with
U.S. generally accepted accounting principles.





There has
not been any change in our internal control over financial reporting in
connection with the evaluation required by Rule 13a-15(d) under the
Exchange Act that occurred during the year ended September 30, 2008 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.





Inherent
Limitations on Effectiveness of Controls





Internal
control over financial reporting has inherent limitations. Internal control over
financial reporting is a process that involves human diligence and compliance
and is subject to lapses in judgment and breakdowns resulting from human
failures. Internal control over financial reporting also can be circumvented by
collusion or improper management override. Because of such limitation, there is
a risk that material misstatements will not be prevented or detected on a timely
basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it
is possible to design into the process safeguards to reduce, though not
eliminate, this risk. (This annual report does not include an attestation report
of our registered public accounting firm regarding internal control over
financial reporting. Management’s report regarding internal controls over
financial reporting was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.)




ITEM
      8B.
            OTHER
      INFORMATION.





None.





- 11
-


PART
III





ITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(A) OF THE EXCHANGE ACT.





(a)          Identification
of Directors and Executive Officers.





A.           Identification
of Directors and Executive Officers. The current officers and directors will
serve for one year or until their respective successors are elected and
qualified. They are:





Name
                        
                        Age
                        
                        PositionJohn
      D. Lane
                        
                        62
                        
                        President
      and DirectorDavid
      A. Rapaport
                        
                        66
                        
                        EVP
      and DirectorFred
      A. Brasch
                        
                        51
                        
                        Chief
      Financial
Officer




John D.
Lane


Mr. Lane
entered the securities industry in May 1969 with a bank-trading firm in New
Jersey. He formed Lane Capital Markets, LLC in 2001 as an Investment Banking
boutique focused on mergers and acquisitions, management consulting and company
re-positioning, deal structuring, managing and/or co-managing IPO's and
follow-on offerings, pipe transactions and private placements.





Mr. Lane
has managed/co-managed numerous transactions and has participated in hundreds
since the early 1990's. Between 1984 and 2000, Mr. Lane held high-level
positions at investment banking firms based in Fairfield County, Connecticut. He
has been associated with several major firms including Boettcher & Co.,
Advest &


Co. and
Dain Raucher. Mr. Lane has served as officer, director, owner, trader,
department manager, corporate finance director and syndicate manager. He has
been active in several Fairfield County organizations.





Mr. Lane
has been an active member of several SIA committees, including the SIA Small
Firms Committee, in which he was Chairman in 1994, the SIA Membership Committee,
in which he was Chairman for several terms, and also served three years on the
SIA Syndicate Committee. In 1996, John traveled to China with the SIA for 17
days as a guest of the Chinese government to meet with banks, brokerage firms
and the government to discuss experiences in the capital-raising arena and
several topics regarding the securities business. He is currently serving as
District Chairman for the Security Industry Association in the New England
district. He also served as a director of the Regional Investment Bankers
Association between 1991 and 1995. Mr. Lane was appointed to a three-year term
and to serve as Chairman for 2002 on the NASD District Business Conduct
Committee out of Boston, MA and has recently completed a three year term on the
NASD Small Firm Advisory Board, which meets and recommends solutions to industry
issues and their impact on regional and small broker/dealers. Mr. Lane is also
currently serving his third consecutive three-year term on the NASD Corporate
Finance Committee. Mr. Lane has worked for two years toward the restructuring of
the recently adopted NASD's Corporate Finance Rules. Mr. Lane was recently
appointed to serve on the newly created NASD Small Firm Task Force.





David A.
Rapaport





For the
last 30 years Mr. Rapaport has specialized in capital formation for small to
mid-size companies and has held various senior management positions (including
chief executive officer) of several public companies, as described
below.  Since February 1997 Mr. Rapaport has served as executive vice
president and general counsel of High Capital Funding, LLC, a private investment
fund.  During his tenure with High Capital, Mr. Rapaport has
participated in negotiating and documenting numerous investments in start-up and
early stage public companies, including over the last several years several
investments in companies with their principal activities in
China.  High Capital is also a founding member of the Georgia-China
Alliance, a professional association formed in 2004 to promote commerce between
companies in Georgia and China.  In January of 2006 High Capital
participated, as the principal founding shareholder, in the formation and
initial capitalization of Middle Kingdom Alliance Corp. (Middle Kingdom), a
blank check company,  which was formed as a Special Purpose
Acquisition Corp. for the purpose of raising capital to acquire a minority
interest in a Chinese company.  Middle Kingdom closed its initial
public offering in December of 2006, raising over $28,000,000, including the
over allotment option (greenshoe).  Mr. Rapaport serves as a director,
secretary and general counsel of Middle Kingdom.





From
January 1996 to January 1997, Mr. Rapaport served as a consultant and general
counsel to Myriad International, Inc., a development stage company involved in
developing affordable housing in Peru.




- 12
-




Mr.
Rapaport served as executive vice president, general counsel and secretary of
Conversion Industries, Inc., a publicly held merchant banking firm from August
1990 to December 1995.  From 1975 to August 1990, Mr. Rapaport was an
executive officer of National Patent Development Corporation, a diversified
company with interests in growth technologies, technical training and
engineering support, medical and health care, and consumer products
distribution.  During his tenure at National Patent, Mr. Rapaport also
served as an officer and director of several of its publicly held subsidiaries,
including, inter alia,
General Physics Corporation (GPX), Duratek Corporation, and International Hydron
Corporation before its sale to GlaxoSmithKline.  Mr. Rapaport is a
graduate of the St. John’s University School of Law (1966) and practiced
corporate law in New York City from 1969 to 1975.





Fred A.
Brasch





Mr.
Brasch has over 25 years of executive management, finance, accounting, auditing,
tax, information technology and human resources experience in a number of
different industries.  Mr. Brasch has served as the chief financial
officer of High Capital Funding, LLC, since January 2000.  In January
of 2006 High Capital Funding participated, as the principal founding
shareholder, in the formation and initial capitalization of Middle Kingdom
Alliance Corp. (Middle Kingdom), a blank check company, which was formed as a
Special Purpose Acquisition Corp. for the purpose of raising capital to acquire
a minority interest in a Chinese company.  Middle Kingdom closed its
initial public offering in December of 2006, raising over $28,
000,000.  Mr. Brasch serves as the chief financial officer of Middle
Kingdom.





From
February 1999 to December 1999 Mr. Brasch served as the temporary CFO of Clyde
Bergemann, Inc., in Atlanta, Georgia.  This company is a manufacturer
of soot blowers used in the utility and wood pulp industries worldwide for
cleaning major boiler systems.  From July 1996 to January 1999, Mr.
Brasch served as sales and marketing consultant to ACI Financial Inc., an
equipment leasing company in Atlanta, Georgia.  In November 1989, Mr.
Brasch joined AIOC, which was then a small commodities trading company in New
York, as chief financial officer.   In 1992 Mr. Brasch was
appointed AIOC’s chief operating officer, and together with its two major
shareholders helped build AIOC into a global metals trader (listed #36 on Forbes
list of the 500 Largest Private Companies in the US) by 1995.  During
this time, Mr. Brasch aided the owners in starting a securities broker-dealer in
Russia as well as three banks, one each in Ukraine, Kazakhstan and
Uzbekistan.





From
September 1986 to November 1989 Mr. Brasch worked as an auditor of Deloitte
& Touche in New York, specializing in audits in the banking and broker
dealer industries.  From March 1980 to May 1986 Mr. Brasch worked for
Ernst & Young in South Africa and Sommer Ranching in Zimbabwe in various
consulting and auditing capacities.  Mr. Brasch is a CPA and a member
of the Georgia Society of Certified Public Accountants and The American
Institute of Certified Public Accountants.  He is also actively
involved in various community organizations in Atlanta, Georgia.  Mr.
Brasch is a graduate of the University of South Africa (1981) with a Bachelor of
Commerce Degree and in 1983 he was awarded a Bachelor of Commerce
(Honors).





B.          Significant
Employees. None





C.          Family
Relationships. None





D.          Involvement
in Certain Legal Proceedings. None





E.           The
Board of Directors acts as the Audit Committee and the Board has no separate
committees.





(b)         Section
16(a) Beneficial Ownership Compliance.





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the Securities and Exchange Commission
initial statements of beneficial ownership, reports of changes in ownership and
annual reports concerning their ownership of the our common stock and other
equity securities, on Form 3, 4 and 5 respectively. Executive officers,
directors and greater than 10% shareholders are required by the Securities and
Exchange Commission regulations to furnish our company with copies of all
Section 16(a) reports they file. Based solely on our review of the copies of
such reports received by us, and on written representations by our officers and
directors regarding their compliance with the applicable reporting requirements
under Section 16(a) of the Exchange Act, we believe that, with respect to the
fiscal year ended September 30, 2008, our officers and directors, and all of the
persons known to us to own more than 10% of our common stock, filed all required
reports on a timely basis.





- 13
-




(c)         Code
of Ethics.





We
currently do not have a code of ethics. Upon consummation of a business
combination, we intend to adopt a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller or persons performing similar functions.





(d)         Board
Committees and Designated Directors.





The board
of directors is currently composed of two individuals and we do not have any
committees. It is intended that the board of directors will establish an Audit
Committee upon the consummation of a business combination. The board of
directors will take all reasonable actions to ensure that one of the members of
the Audit Committee will be an "audit committee financial expert," as such term
is defined in the rules of the Securities and Exchange Commission. We will
evaluate establishing such committees in the future.





ITEM
      10.
            EXECUTIVE
      COMPENSATION.





None of
the Company's officers or directors has received any cash remuneration since
inception. Officers will not receive any remuneration upon completion of the
offering until the consummation of an acquisition. No remuneration of any nature
has been paid for or on account of services rendered by a director in such
capacity. None of the officers and directors intends to devote more than a few
hours a week to our affairs.





It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain one or a
number of members of our management for the purposes of providing services to
the surviving entity. However, the Company has adopted a policy whereby the
offer of any post-transaction employment to members of management will not be a
consideration in our decision whether to undertake any proposed
transaction.





No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.





There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.





ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT.





(a)         Security
ownership of certain beneficial owners.





The
following table sets forth, as of September 30, 2008, the number of shares of
Common Stock owned of record and beneficially by executive officers, directors
and persons who hold 5% or more of the outstanding Common Stock of the Company.
Also included are the shares held by all executive officers and directors as a
group.





NameandAddress
                          
                          AmountandNatureof
                            BeneficialOwnership
                          
                          
                          Percentage
                            ofClassJohn
      D. Lane263
      Queens Grant RoadFairfield,
      CT 06824-1929
                          
                          
                          10,000
                          
                          
                          
                          10.00
                          %High
      Capital Funding, LLC333
      Sandy Springs CircleAtlanta,
      GA 30328
                          
                          
                          90,000
                          
                          
                          
                          90.00
                          %All
      Officers and Directors as a Group
                          
                          
                          100,000
                          
                          
                          
                          100.00
                          %





- 14
-


ITEM
12.                      CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.





Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.





ITEM
13.                      EXHIBITS





(a)           Exhibits:





Exhibit No.
              
              Description31.1
              
              Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
              
              Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
              
              Certification
      of Principal Executive Officer pursuant to pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      200232.2
              
              Certification
      of Principal Financial Officer pursuant to pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      20023.1
              
              Certificate
      of Incorporation (1)3.2
              
              By-laws
      (1)


_____________________________________________________________________________________________


(1)
            Incorporated
      by reference to the Registrant's Registration Statement on Form 10SB filed
      on December 15, 2005.





(b)           The
following documents are filed as part of the report:





1.
            Financial
      statements: Report of Independent Registered Public Accounting Firm,
      Balance Sheets, Statements of Operations, Statements of Stockholder's
      Equity, Statements of Cash Flows, and Notes to Financial
      Statements.


- 15
-





ITEM
14.                      PRINCIPAL
ACCOUNTANT FEES AND SERVICES.





The firm
of Conner & Associates, P.C. ("Conner") acts as our principal accountant. We
paid $10,000 to Conner during the fiscal year ended September 30, 2008 for its
audit of our September 30, 2007 financial statements and for its review of our
forms 10-Q for the periods ended December 31, 2007, March 31, 2008 and June 30,
2008. On November 5, 2008, we paid Conner $7,000 for its audit of our September
30, 2008 financial statements .





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.





Lane Co #
3, Inc.


(Registrant)





Date:
December 16, 2008





By: /s/ John D. Lane(Signature)John
      D. Lane, President & DirectorPrincipal
      Executive OfficerBy:
      /s/ Fred A. Brasch(Signature)Fred
      A. Brasch, Chief Financial OfficerPrincipal Financial OfficerPrincipal
      Accounting
Officer


- 16
-




LANE
CO. #3, INC.


(a
corporation in the development stage)




INDEX
TO FINANCIAL STATEMENTS




PageContentsReport
      of Independent Registered Public Accounting Firm
              
              F-2Financial
      StatementsBalance
      Sheets at September 30, 2008 and 2007
              
              F-3Statements
      of Operations for the three months ended September 30, 2008 (Unaudited)
      and 2007 (Unaudited), for the year ended September 30, 2008, for the
      period from November 2, 2005 (date of inception) to September 30, 2008 and
      for the period from November 2, 2005 (date of inception) to September 30,
      2007
              
              F-4Statements
      of Stockholders’ Equity for the period from November 2, 2005 (date of
      inception) to September 30, 2008
              
              F-5Statements
      of Cash Flows for the year ended September 30, 2008, for the period from
      November 2, 2005 (date of inception) to September 30, 2008 and for the
      period from November 2, 2005 (date of inception) to September 30,
      2007
              
              F-6Notes
      to Financial Statements
              
              F-7


F-1


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


Lane Co
#3, Inc.


(a
corporation in its development stage)





We have
audited the accompanying balance sheets of Lane Co #3, Inc. (“the Company”) as
of September 30, 2008 and 2007 and the related statements of income, stockholders’
equity (deficit) and cash flows for the years then ended; and the period from
November 2, 2005 (date of inception) to September 30, 2008. The Company’s
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our
audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.





The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of September 30, 2008 and
2007, and the results of its operations and its cash flows for the years then
ended; and the period from November 2, 2005 (date of inception) to September 30,
2008 in conformity with accounting principles generally accepted in the United
States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Notes 1 & 6 to the
financial statements, the Company is in the development stage and has not
commenced operations. Its ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital, locate and complete a
merger with another company and ultimately achieve profitable operations. These
conditions raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





/s/
Conner & Associates, PC





Conner
& Associates, PC


Newtown,
Pennsylvania


15
December 2008


F-2





LANE
CO. #3, INC.


(a
corporation in its development stage)


BALANCE
SHEETS




September
      30,
                        2008
                      
                      
                      September
      30,
                        2007ASSETSCurrent
      assets:Cash and cash
      equivalents
                      
                      $
                      341
                      
                      
                      $
                      -Prepaid
      accounting fees
                      
                      
                      -
                      
                      
                      
                      -Total
      assets
                      
                      $
                      341
                      
                      
                      $
                      -LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Account payable
      and accrued liabililties
                      
                      $
                      8,004
                      
                      
                      $
                      7,750Shareholders
      advances
                      
                      
                      24,638
                      
                      
                      
                      11,538Total current liabilities
                      
                      $
                      32,642
                      
                      
                      $
                      19,288Commitments
      and contingencies:Stockholders'
      Equity (Deficit)Preferred stock -
      $.0001 par value Authorized 10,000,000 shares; none issued
                      
                      $
                      -
                      
                      
                      $
                      -Common stock -
      $.0001 par value Authorized 100,000,000 shares issued and outstanding
      100,000
                      
                      
                      10
                      
                      
                      
                      10Additional
      paid-in capital
                      
                      
                      9,490
                      
                      
                      
                      9,490Deficit
      accumulated during development stage
                      
                      
                      (41,801
                      )
                      
                      
                      (28,788
                      )Total
      stockholders' equity (deficit)
                      
                      
                      (32,301
                      )
                      
                      
                      (19,288
                      )Total liabilities and
      stockholders' equity (deficit)
                      
                      $
                      341
                      
                      
                      $
                      -





The
accompanying notes should be read


in
conjunction with the financial statements.


F-3





LANE
CO. #3, INC.


(a
corporation in its development stage)


STATEMENTS
OF OPERATIONS




For the Years Ended
                          
                          
                          Period from

                            November 2,
                            2005 (inception)September 30,2008
                          
                          
                          September 30,2007
                          
                          
                          to September30,
                            2008Sales:
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Cost
      of Sales
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Gross
      Profit
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -General
      and administrative expenses
                          
                          
                          13,013
                          
                          
                          
                          19,288
                          
                          
                          
                          41,801Net
      loss
                          
                          $
                          (13,013
                          )
                          
                          $
                          (19,288
                          )
                          
                          $
                          (41,801
                          )Weighted
      average number of shares Outstanding (basic and fully
    diluted)
                          
                          
                          100,000
                          
                          
                          
                          100,000
                          
                          
                          
                          100,000Net
      loss per share - basic and diluted
                          
                          $
                          (0.130
                          )
                          
                          $
                          (0.193
                          )
                          
                          $
                          (0.418
                          )





The
accompanying notes should be read


in
conjunction with the financial statements.


F-4





LANE
CO. #3, INC.


(a
corporation in its development stage)


STATEMENTS
OF STOCKHOLDERS’ EQUITY (DEFICIT)




Common Stock
                                      
                                      
                                      Additional
                                        Paid-In
                                      
                                      
                                      Deficit
                                        Accumulated
                                        Duringthe
                                        Development
                                      
                                      
                                      Total
                                        Stockholders'Shares
                                      
                                      
                                      Amount
                                      
                                      
                                      Capital
                                      
                                      
                                      Stage
                                      
                                      
                                      Equity (Deficit)Balance,
      November 02, 2005
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Common
      shares issued
                                      
                                      
                                      100,000
                                      
                                      
                                      
                                      10
                                      
                                      
                                      
                                      6,990
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      7,000Capital
      contributions
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      2,500
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      2,500Net
      loss for the period
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (9,500
                                      )
                                      
                                      
                                      (9,500
                                      )Balance
      -  September 30, 2006
                                      
                                      
                                      100,000
                                      
                                      
                                      
                                      10
                                      
                                      
                                      
                                      9,490
                                      
                                      
                                      
                                      (9,500
                                      )
                                      
                                      
                                      0Net
      Loss for the twelve months ended September 30, 2007
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (19,288
                                      )
                                      
                                      
                                      (19,288
                                      )Balance
      -  September 30, 2007
                                      
                                      
                                      100,000
                                      
                                      
                                      
                                      10
                                      
                                      
                                      
                                      9,490
                                      
                                      
                                      
                                      (28,788
                                      )
                                      
                                      
                                      (19,288
                                      )Net
      Loss for the twelve months ended September 30, 2008
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (13,013
                                      )
                                      
                                      
                                      (13,013
                                      )Balance
      -  September 30, 2008
                                      
                                      
                                      100,000
                                      
                                      
                                      $
                                      10
                                      
                                      
                                      $
                                      9,490
                                      
                                      
                                      $
                                      (41,801
                                      )
                                      
                                      $
                                      (32,301
                                      )





The
accompanying notes should be read


in
conjunction with the financial statements.


F-5





LANE
CO. #3, INC.


(a
corporation in its development stage)


STATEMENTS
OF CASH FLOWS





For the Year Ended
                      
                      
                      For the Period
                        from November 2,
                        2005 (incepetion)September 30,
                        2008
                      
                      
                      September 30,
                        2007
                      
                      
                      to September 30,
                        2008Cash flows from operating
      activities:Net loss
                      
                      $
                      (13,013
                      )
                      
                      $
                      (19,288
                      )
                      
                      $
                      (41,801
                      )Adjustments to reconcile net loss to netcash used in operating activities:Accounts payable and accrued liabilities
                      
                      
                      254
                      
                      
                      
                      7,750
                      
                      
                      
                      8,004Net cash (used in) operating activities
                      
                      
                      (12,759
                      )
                      
                      
                      (11,538
                      )
                      
                      
                      (33,797
                      )Cash flows from financing
      activities:Proceeds from
      shareholders loan
                      
                      
                      13,100
                      
                      
                      
                      11,538
                      
                      
                      
                      24,638Proceeds from issuance of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      7,000Proceeds from additional capital contribution
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,500Net cash provided by financing activities
                      
                      
                      13,100
                      
                      
                      
                      11,538
                      
                      
                      
                      34,138Net increase in cash for the
      period then ended
                      
                      
                      341
                      
                      
                      
                      -
                      
                      
                      
                      341Cash, beginning of period
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cash, end of period
                      
                      $
                      341
                      
                      
                      $
                      -
                      
                      
                      $
                      341




The
accompanying notes should be read


in
conjunction with the financial statements.


F-6


LANE
CO. #3, INC.
 (a
corporation in its development stage)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 NOTE
1 - Organization
 
 Lane Co #3, Inc. (“the Company”) was
incorporated in State of Delaware on November 2, 2005 and is currently in its
development stage.
  On December 15, 2005 the Company
filed a Registration Statement of Form 10SB to have its common stock, par value
$0.0001 registered under Section 12 (g) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). In accordance with the provisions of the
Exchange Act such Registration Statement became effective on February 13,
2006.
  As a blank check company, the
Company’s business is to pursue a business combination through acquisition, or
merger with, an existing company. As of the date of the financial statements,
the Company is continuing its efforts to locate a candidate to pursue a possible
business combination. As a result, the Company has not conducted negotiations or
entered into a letter of intent or any other agreement concerning any target
business. No assurances can be given that the Company will be successful in
locating or negotiating with any target company. Since inception, the Company
has been engaged in organizational efforts.
  On February 22, 2007 John D. Lane, the
President and sole shareholder of the Company, sold 90,000 shares of common
stock, representing ninety percent of the issued and outstanding common shares
to High Capital Funding, LLC, a private investment company, for
$15,000.
 
 NOTE
2 – Summary of Significant Accounting Policies
  The
accompanying financial statements are prepared in accordance with accounting
principles generally accepted in the United States.
  Significant
accounting policies are as follows:
  a.
              Use
      of Estimates
  The
preparation of the statement of financial condition in conformity with
accounting principles generally accepted in the United States requires
management to make estimated and assumptions that affect the amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date
of the statement of financial condition and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
  b.
              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. On October 29, 2007, the Company established a bank account at
Wachovia Bank. For the period November 2, 2005 (inception) through September 30,
2007, the Company did not maintain a bank account.
  c.
              Income
      Taxes
  The
Company utilizes the liability method of accounting for income taxes. Under the
liability method, deferred tax assets and liabilities are determined based on
the differences between financial reporting basis and tax basis of the assets
and liabilities and are measured using enacted tax rates that will be in effect
when the differences are expected to reverse. An allowance against deferred tax
assets is recognized, when it is more likely than not, that such tax benefits
will not be realized. See Note 5.
  d.
              Loss
      per Common Share
  Loss per
share is computed by dividing the net loss by the weighted−average number of
shares of common stock outstanding during the period as required by the
Financial Accounting Standards Board (FASB) under Statement of Financial
Accounting Standards (SFAS) No. 128.
  F-7
  LANE
CO. #3, INC.
 (a
corporation in its development stage)
 NOTES
TO FINANCIAL STATEMENTS
 
 e.
                New
      Accounting Pronouncement
 
 The
Company does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on its
financial position or results of operations.
 
 NOTE
3 − Preferred Stock
 
 The
Company is authorized to issue 10,000,000 shares of Preferred Stock. The
Preferred Stock of the Company shall be issued by the Board of Directors of the
Company in one or more classes or one or more series within any class and such
classes or series shall have such voting powers, full or limited, or no voting
powers, and such designations, preferences, limitations or restrictions as the
Board of Directors of the Company may determine, from time to time. As of
September 30, 2008 and 2007, the Company had no outstanding preferred
stock.
 
 NOTE
4 − Common Stock
  The
Company is authorized to issue 100,000,000 shares of Common Stock. On November
3, 2005, the Company issued 100,000 shares of Common Stock for total
consideration of $7,000 to the sole shareholder of the Company at that
date.
 
 During
the period from November 02, 2005 (inception) to September 30, 2006, the sole
shareholder of the Company made additional capital contributions of
$2,500.
 
 The
Company did not issue any Common Stock, nor did the shareholder make any capital
contributions during the period October 1, 2007 to September 30,
2008.
 
 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 a
result of the change in control of the Company, all net operating loss
carry−forwards up to February 22, 2007 amounting to $17,500 are no longer
available to the Company. The Company has approximately $9,700 in gross deferred
tax assets at September 30, 2008 resulting from net operating loss
carry−forwards. A valuation allowance has been recorded to fully offset these
deferred tax assets because the future realization of the related income tax
benefits is uncertain. At September 30, 2007, the Company had $4,500 in gross
deferred tax assets which were fully offset by a valuation reserve because the
future realization of the related income tax benefits is uncertain. Accordingly,
the net provision for income taxes is zero for the period November 02, 2005
(inception) to September 30, 2008. At September 30, 2008, the Company has
federal net operating loss carry-forwards of approximately $24,300 available to
offset future taxable income through 2026. The difference between the tax
provision at the statutory federal and state income tax rate and the tax
provision attributable to loss before income taxes is as follows (in
percentages):
 
 For
      the Year Ended
                                  
                                  
                                  Period
      from November 2,September
      30,
                                  
                                  
                                  September
      30,
                                  
                                  
                                  2005
      (inception) to2008
                                  
                                  
                                  2007
                                  
                                  
                                  September
      30, 2008Statutory
      federal income taxes
                                  
                                  
                                  -34.0
                                  %
                                  
                                  
                                  -34.0
                                  %
                                  
                                  
                                  -34.0
                                  %State
      taxes, net of federal benefits
                                  
                                  
                                  -6.0
                                  %
                                  
                                  
                                  -6.0
                                  %
                                  
                                  
                                  -6.0
                                  %Valuation
      allowance
                                  
                                  
                                  40.0
                                  %
                                  
                                  
                                  40.0
                                  %
                                  
                                  
                                  40.0
                                  %Income
      tax rate
                                  
                                  
                                  0.0
                                  %
                                  
                                  
                                  0.0
                                  %
                                  
                                  
                                  0.0
                                  %
  F-8
  LANE
CO. #3, INC.
 (a
corporation in its development stage)
 NOTES
TO FINANCIAL STATEMENTS
 
 NOTE
6 − Going Concern
 
 The
Company's 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. As
of the date of these financial statements, the Company has made no efforts to
identify a possible business combination.
 
 For the
period from November 2, 2005 (inception) to September 30, 2008, the Company
incurred losses of $41,801.
 
 For the
year ended September 30, 2008, the Company had no revenue, expenses of $13,013
and a loss of $13,013.
 
 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 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 − Appointment of Director and Officers
 
 On April
16, 2007, David A. Rapaport was appointed as a Director, Executive Vice
President, Secretary and General Counsel; and Fred A. Brasch was appointed as
Chief Financial Officer and Treasurer of the Company.
  F-9