U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington
D.C. 20549
  FORM
10-KSB






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




For
The Fiscal Year Ended: September 30, 2006




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




For
the Transition Period From __ to __


Commission File No.
000-51674




Lane
Co # 5, Inc.


(Name of
Small Business Issuer in its Charter)




Delaware
            20-3771307(State
      of Incorporation)
              (Small
      Business Issuer)
            (I.R.S.
      Employer
              Identification
      No.)2425
      Post Road
              Suite
      205
              Southport,
      CT
              (Address
      of principal executive offices)
            06890-1267
              (Zip
      Code)Issuer’s
      telephone number, Including Area Code: (203)
      255-0341
              Securities
      registered pursuant to Section 12(b) of the Act:None
              Securities
      registered pursuant to Section 12(g) of the Act:
              Common
      Stock, par value $0.0001


(Title
of Class)


Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  ̈




Check
whether the registrant (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes  ̈
No x




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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-KSB or any
amendments to this Form 10-KSB. x




Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)
YES x   NO
 ̈




Check
whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act.) YES  ̈
NO x




The
registrant did not have any revenues for the year ended September 30,
2006.




As of
January 12, 2009, there were 100,000 shares of common stock
outstanding.




Transitional
Small Business Disclosure Format (check one): Yes  ̈
No x




DOCUMENTS
INCORPORATED BY REFERENCE:


None















FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-KSB are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Lane Co #5, Inc.
(the “Company”) to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company’s plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.




PART
1





ITEM 1. DESCRIPTION OF
BUSINESS





(a)
            Business
      Development





Lane Co
#5, 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 “blank check” company as defined in Rule 419(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”) to pursue a business
combination.  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 as
defined in Rule 419(a)(2) of the Securities Act. The SEC defines those companies
as “any development stage company that has no specific business plan or purpose
or has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies, or other entity or person and that is
issuing a penny stock, within the meaning of Section 3 (a) (51) of the
Securities Exchange Act of 1934.” 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;





2


(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;





(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.





3


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 sole officer and director  is engaged
in outside business activities and  anticipate that  he 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.





(c) Reports to security
holders.





(1) The
Company is not required to deliver an annual report to security holders and at
this time does not anticipate the distribution of such a report.




(2) The
Company will file reports with the SEC. The Company will be a reporting company
and will comply with the requirements of the Securities Exchange Act of 1934, as
amended.





(3) The
public may read and copy any materials the Company files with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, which can
be found at http://www.sec.gov.





Employees





The
Company currently has no employees.





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, our
officers and directors are currently involved with other blank check companies
and conflicts in the pursuit of business combinations with such other blank
check companies with which they and other members of our management are, and may
be the future be, affiliated with may 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.





4


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
TOADDITIONAL 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.





7


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.





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.





Our
President and Sole Director currently owns 100% of all the issued and
outstanding capital 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 controlor
      impede a merger, takeover or other business
  combination.





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.





Item 4. Submission Of
Matters To Vote Of Security Holders.





None





8


PART
II





Item 5. Market For Common
Equity, Related Stockholder Matters and issuer Purchases of Equity
Securities.





Common
Stock





The
Company is authorized by its Certificate of Incorporation to issue an aggregate
of 110,000,000 shares of capital stock, of which 100,000,000 are shares of
Common Stock, par value $0.0001 per share (the “Common Stock”). As of the date
hereof, 100,000 shares of Common Stock are issued and outstanding, and there is
one holder of record of the Common Stock.





The
Common Stock is not listed on a publicly-traded market.





Preferred
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock, par value $0.0001 per share (the “Preferred Stock”). The
Company has not yet issued any of its preferred stock.





Dividend
Policy





The
Company has not declared or paid any cash dividends on its common stock and does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.





Item 6.
Management's Discussion And Analysis Or Plan Of Operation.





Plan
of Operation





The
Company has not realized any revenues from operations since inception, and its
plan of operation for the next twelve months is to locate a suitable acquisition
or merger candidate and consummate a business combination. The Company may need
additional cash advances from its stockholder or loans from other parties to pay
for operating expenses until the Company consummates a merger or business
combination with a privately-held operating company. Although it is currently
anticipated that the Company can satisfy its cash requirements with additional
cash advances or loans from other parties, if needed, for at least the next
twelve months, the Company can provide no assurance that it can continue to
satisfy its cash requirements for such period.





Since our
formation on November 2, 2005, our purpose has been to effect a business
combination with an operating business which we believe has significant growth
potential. We are currently considered to be a “blank check” company in as much
as we have no specific business plans, no operations, revenues or employees. We
currently have no definitive agreements or understanding with any prospective
business combination candidates and have not targeted any business for
investigation and evaluation nor are there any assurances that we will find a
suitable business with which to combine. The implementation of our business
objectives is wholly contingent upon a business combination and/or the
successful sale of securities in the company.




As a
result of our limited resources, we expect to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.




9


Our
officers and directors are only required to devote a very limited portion of
their time to our affairs on a part-time or as-needed basis. We expect to use
outside consultants, advisors, attorneys and accountants as necessary, none of
which will be hired on a retainer basis. We do not anticipate hiring any
full-time employees so long as we are seeking and evaluating business
opportunities.





We expect
our present management to play no managerial role in the Company following a
merger or business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.





Results
of Operations





General The Company has not conducted
any active operations since inception, except for its efforts to locate a
suitable acquisition or merger transaction. No revenue has been generated by the
Company during such period, and it is unlikely the Company will have any
revenues unless it is able to effect an acquisition of or merger with another
operating company, of which there can be no assurance.





Revenues  For
the period from November 2, 2005 (Inception) to September 30, 2006, the Company
had no activities that produced revenues from operations.





Net Loss  For
the period from November 2, 2005 (Inception) to September 30, 2006, the Company
had a net loss of $8,400 comprised mostly of legal, and SEC audit fees incurred
in relation to the filing of the Company’s Registration Statement on Form 10-SB
filed on December 15, 2005 and fees related to annual and quarterly reports
filed since the effectiveness of such registration statement.





General and Administrative
Expenses   For the period from November 2, 2005 (Inception) to
September 30, 2006, the Company had general and administrative expenses of
$8,400. These expenses were due to legal and SEC audit fees incurred in relation
to the filing of the Company’s Registration Statement on Form 10-SB filed on
December 15, 2005 and fees related to annual and quarterly reports filed since
the effectiveness of such registration statement





Liquidity
and Capital Resources





As of
September 30, 2006, the Company had assets equal to $0. The Company’s current
liabilities as of September 30, 2006 totaled $1,400 comprised of SEC audit and
filing fees.




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




For
      the periodNovember
      2, 2005(Inception)
      toSeptember
      30, 2006Used
      in operating activities
                    
                    $
                    (7,000
                    )Provided
      by financing activities
                    
                    $
                    7,000Net
      effect on cash
                    
                    $
                    -





The
Company has no assets and has generated no revenues since inception. The Company
is also dependent upon the receipt of capital investment or other financing to
fund its ongoing operations and to execute its business plan of seeking a
combination with a private operating company. If continued funding and capital
resources are unavailable at reasonable terms, the Company may not be able to
implement its plan of operations.





10


Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.





Subsequent
Events





On
December 23, 2008, Lane Co, #5, Inc., (the “Company”) entered into a Letter of
Intent (the “Letter of Intent”) with Volcano Source Acquisition USA, Inc.
(“Volcano Source”), a Delaware corporation, relating to a proposed reverse
merger transaction between the parties (the “Reverse Merger”).  Under
the proposed transaction, the outstanding capital stock of Volcano Source would
be exchanged for shares of common stock of the Company in a Reverse Merger,
resulting in Volcano Source becoming a wholly-owned subsidiary of the Company.
Volcano Source is in the process of becoming a holding company for and formed at
the direction of, Wu Da Lian Zhi Volcanic Bio-Technology Co. Ltd., a limited
liability company registered in the People’s Republic of China, and manufacturer
and distributor of natural mineral water.  It is currently
contemplated that the Company will not maintain any of its assets after the
Reverse Merger, but that all assets after the Reverse Merger will be those
acquired from Volcano Source as a result of the Reverse Merger.





The
Letter of Intent contemplates that all of the Company’s officers and directors
would resign at closing, and be replaced by officers and directors of Volcano
Source. The shareholders of Volcano Source would also be issued greater than 80%
of the Company’s issued and outstanding shares of voting capital stock, and
would therefore effectively have control over the Company after the consummation
of the Reverse Merger.





In the
event that the Company has not consummated a Reverse Merger with Volcano Source
on or before April 22, 2009, and the parties have not mutually agreed to extend
this date, the negotiations with Volcano Source will be terminated and the
Company will not enter into the Reverse Merger.  The Letter of Intent
also provides for earlier termination if the Company does not become current in
its reporting obligations under the Securities Exchange Act of 1934, as amended,
by January 31, 2009.





Volcano
Source will provide a $20,000 refundable deposit if the Company does become
current in its SEC reporting obligations by January 31, 2009, and refundable if
the Company fails to maintain its SEC reporting obligations during the term of
the Letter of Intent.  The deposit will be applied toward the purchase
price at closing.  The parties have also agreed that until the later
of April 22, 2009, or 30 days after the termination of the Letter of Intent,
that the Company may not solicit or entertain offers from any other parties
relating to the acquisition of Lane and must immediately notify Volcano Source
regarding any contact between Lane, any of its officers, directors or
shareholders, or any of their respective representatives, and any other person
regarding any such offer or proposal or any related inquiry. Furthermore, the
Company and Volcano Source have agreed to maintain the confidentiality of any
information provided to it by the other party.





Except
for the terms described in the immediately preceding paragraph relating to an
exclusive dealing period, and maintaining confidentiality, along with the term
of the Letter of Intent, the Company and Volcano Source have acknowledged that
the terms set forth in the Letter of Intent are not binding on either party
until the parties have entered into a definitive merger agreement. As of the
date of these financial statements, the parties have commenced their respective
due diligence reviews, and have not yet begun to draft any of the definitive
agreements.





There can
be no assurances that a Reverse Merger or any similar transaction contemplated
under the terms of the Letter of Intent will ever be consummated.





11




Item 7.  Financial
Statements.





LANE CO
#5, INC.


(a
corporation in the development stage)





INDEX TO
FINANCIAL STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm
                      F−2Financial
      StatementsBalance
      Sheet
                      F−3Statement
      of Operations
                      F−4Statement
      of Stockholder’s Equity (Deficit)
                      F−5Statement
      of Cash Flows
                      F−6Notes
      to Financial Statements
                      F−7







F-1





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholder


Lane Co
#5, Inc.


Southport,
Connecticut





We have
audited the accompanying balance sheet of Lane Co #5, Inc. (“the Company”) (a
corporation in the development stage) as of September 30, 2006, and the related
statement of operations, stockholder’s equity (deficit), and cash flows for the
period from November 02, 2005 (inception) to September 30, 2006. These financial
statements are the responsibility of the Company’s management. 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 includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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,
2006, and the results of its operations and its cash flows for the period from
November 02, 2005 (inception) to September 30, 2006, in conformity with United
States generally accepted accounting principles.





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


12
January 2009










F-2





LANE
      CO #5, INC.A
      DEVELOPMENT STAGE COMPANYBALANCE
      SHEETSeptember
      30, 2006         AssetsTotal
      assets
                                      
                                      $
                                      -LIABILITIES AND STOCKHOLDER'S
      EQUITYCurrent liabilitiesAccounts
      payable
                                      
                                      
                                      1,400Total
      liabilities
                                      
                                      
                                      1,400Commitment
      and contingencies
                                      
                                      
                                      -Stockholder's equity
    (deficit)Preferred
      stock, $.0001 par value,authorized
      10,000,000 shares, none issued
                                      
                                      
                                      -Common
      stock, $.0001 par value,authorized
      100,000,000 shares
                                      
                                      
                                      -100,000
      issued and outstanding
                                      
                                      
                                      10Additional
      paid-in capital
                                      
                                      
                                      6,990Deficit
      accumulated during the development stage
                                      
                                      
                                      (8,400
                                      )Total
      stockholder's equity (deficit)
                                      
                                      
                                      (1,400
                                      )Total
      liabilities and stockholder's equity (deficit)
                                      
                                      $
                                      -






See
accompanying notes




F-3




LANE CO #5, INC.A
      DEVELOPMENT STAGE COMPANYSTATEMENT
      OF OPERATIONSFor
      the period from November 2, 2005 (inception) to September 30,
      2006       Net
      sales
                                
                                $
                                -Cost
      of sales
                                
                                
                                -Gross
      profit
                                
                                
                                -General
      and administrative expenses
                                
                                
                                8,400Net
      loss
                                
                                $
                                (8,400
                                )Weighted
      average number ofcommon
      shares outstanding (basic)
                                
                                
                                100,000Basic
      (loss) per common share
                                
                                $
                                (0.084
                                )







See
accompanying notes




F-4








LANE
      CO #5, INC.A
      DEVELOPMENT STAGE COMPANYSTATEMENT
      OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)For
      the period November 2, 2005 (Inception) to September 30,
    2006      DeficitAccumulatedAdditional
                          
                          
                          During
      the
                          
                          
                          Stockholder'sCommon
      Stock
                          
                          
                          Paid-In
                          
                          
                          Development
                          
                          
                          EquityShares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Stage
                          
                          
                          (Deficit)Balance
      - November 2, 2005 (Inception)
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Issuance
      of common shares
                          
                          
                          100,000
                          
                          
                          
                          10
                          
                          
                          
                          6,990
                          
                          
                          
                          -
                          
                          
                          
                          7,000Net
      (loss)
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (8,400
                          )
                          
                          
                          (8,400
                          )Balance,
      September 30, 2006
                          
                          
                          100,000
                          
                          
                          $
                          10
                          
                          
                          $
                          6,990
                          
                          
                          $
                          (8,400
                          )
                          
                          $
                          (1,400
                          )






See
accompanying notes


F-5




LANE
      CO #5, INC.A
      DEVELOPMENT STAGE COMPANYSTATEMENT
      OF CASH FLOWSFor
      the period from November 2, 2005 (inception) to September 30,
      2006      Cash
      flows from operating activitiesNet
      (loss)
                            
                            $
                            (8,400
                            )Adjustments
      to reconcile net (loss) to netcash
      used in operating activities:Increase
      (decrease) in accounts payable
                            
                            
                            1,400Net
      cash (used in) operating activities
                            
                            
                            (7,000
                            )Cash
      flows from financing activitiesProceeds
      from issuance of common stock
                            
                            
                            7,000Net
      cash provided by financing activities
                            
                            
                            7,000Net
      increase in cash and cash equivalents
                            
                            
                            -Cash
      - beginning of period
                            
                            
                            -Cash
      – end of period
                            
                            $
                            -Supplemental
      disclosure of cash flow information:Taxes
      paid
                            
                            $
                            -Interest
      paid
                            
                            $
                            -






See
accompanying notes




F-6


LANE CO
#5, INC.


(a
corporation in the development stage)


Notes to
Financial Statements


September
30, 2006








NOTE 1 –
Organization





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





On
December 15, 2005 the Company filed a Registration Statement on Form 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.  On December
23, 2008, the Company entered into a Letter of Intent with Volcano Source
Acquisition USA, Inc, a Delaware corporation, relating to a proposed reverse
merger transaction between the parties.  See Note 7 to these financial
statements for this subsequent event, which was disclosed in Form 8-K on
December 29, 2008.





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 estimates 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. For the period November 2, 2005 (inception) through September
30, 2006, 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
#5, INC.


(a
corporation in the development stage)


Notes to
Financial Statements


September
30, 2006








e.
            New Accounting
      Pronouncement





In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157 (“FAS 157”), Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (“GAAP”), and expands disclosures about
fair value measurements. FAS 157 applies under other accounting pronouncements
that require or permit fair value measurements. Prior to FAS 157, there were
different definitions of fair value and limited guidance for applying those
definitions in GAAP. Moreover, that guidance was dispersed among the many
accounting pronouncements that require fair value measurements. Differences in
that guidance created inconsistencies that added to the complexity in applying
GAAP. The changes to current practice resulting from the application of FAS 157
relate to the definition of fair value, the methods used to measure fair value,
and the expanded disclosures about fair value measurements. FAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. As of September 30, 2006,
the Company does not expect the adoption of FAS 157 to have an effect on its
financial statements.





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, 2006, the Company had no outstanding preferred
stock.





NOTE 4 – Common
Stock





The
Company is authorized to issue 100,000,000 shares of Company
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.





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.




F-8


LANE CO
#5, INC.


(a
corporation in the development stage)


Notes to
Financial Statements


September
30, 2006










NOTE 5 – Income
Taxes




The
Company has $3,360 in gross deferred tax assets at September 30, 2006 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. Accordingly, the net provision for
income taxes is zero for the period November 02, 2005 (inception) to September
30, 2006. At September 30, 2006, the Company has federal net operating loss
carry forwards of approximately $8,400 available to offset future taxable income
through 2026.  The difference between the tax provision at the
statutory federal income tax rate and the tax provision attributable to loss
before income taxes is as follows (in percentages):





For
      the periodNovember
      2, 2005(inception)
      throughSeptember
      30, 2006Statutory
      federal income taxes
                  
                  
                  -34.0
                  %State
      taxes, net of federal benefits
                  
                  
                  -5.0
                  %Valuation
      allowance
                  
                  
                  39.0
                  %Income
      tax rate
                  
                  
                  0.0
                  %





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.





For the
period from November 2, 2005 (inception) to September 30, 2006, the Company
incurred losses of $8,400.





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 – Subsequent
Event





On
December 23, 2008, Lane Co, #5, Inc., (the “Company”) entered into a Letter of
Intent (the “Letter of Intent”) with Volcano Source Acquisition USA, Inc.
(“Volcano Source”), a Delaware corporation, relating to a proposed reverse
merger transaction between the parties (the “Reverse Merger”).  Under
the proposed transaction, the outstanding capital stock of Volcano Source would
be exchanged for shares of common stock of the Company in a Reverse Merger,
resulting in Volcano Source becoming a wholly-owned subsidiary of the Company.
Volcano Source is in the process of becoming a holding company for and formed at
the direction of, Wu Da Lian Zhi Volcanic Bio-Technology Co. Ltd., a limited
liability company registered in the People’s Republic of China, and manufacturer
and distributor of natural mineral water.  It is currently
contemplated that the Company will not maintain any of its assets after the
Reverse Merger, but that all assets after the Reverse Merger will be those
acquired from Volcano Source as a result of the Reverse Merger.





F-9




LANE CO
#5, INC.


(a
corporation in the development stage)


Notes to
Financial Statements


September
30, 2006








The
Letter of Intent contemplates that all of the Company’s officers and directors
would resign at closing, and be replaced by officers and directors of Volcano
Source. The shareholders of Volcano Source would also be issued greater than 80%
of the Company’s issued and outstanding shares of voting capital stock, and
would therefore effectively have control over the Company after the consummation
of the Reverse Merger.





In the
event that the Company has not consummated a Reverse Merger with Volcano Source
on or before April 22, 2009, and the parties have not mutually agreed to extend
this date, the negotiations with Volcano Source will be terminated and the
Company will not enter into the Reverse Merger.  The Letter of Intent
also provides for earlier termination if the Company does not become current in
its reporting obligations under the Securities Exchange Act of 1934, as amended,
by January 31, 2009.





Volcano
Source will provide a $20,000 refundable deposit if the Company does become
current in its SEC reporting obligations by January 31, 2009, and refundable if
the Company fails to maintain its SEC reporting obligations during the term of
the Letter of Intent.  The deposit will be applied toward the purchase
price at closing.  The parties have also agreed that until the later
of April 22, 2009, or 30 days after the termination of the Letter of Intent,
that the Company may not solicit or entertain offers from any other parties
relating to the acquisition of Lane and must immediately notify Volcano Source
regarding any contact between Lane, any of its officers, directors or
shareholders, or any of their respective representatives, and any other person
regarding any such offer or proposal or any related inquiry. Furthermore, the
Company and Volcano Source have agreed to maintain the confidentiality of any
information provided to it by the other party.





Except
for the terms described in the immediately preceding paragraph relating to an
exclusive dealing period, and maintaining confidentiality, along with the term
of the Letter of Intent, the Company and Volcano Source have acknowledged that
the terms set forth in the Letter of Intent are not binding on either party
until the parties have entered into a definitive merger agreement. As of the
date of these financial statements, the parties have commenced their respective
due diligence reviews, and have not yet begun to draft any of the definitive
agreements.





There can
be no assurances that a Reverse Merger or any similar transaction contemplated
under the terms of the Letter of Intent will ever be consummated.





F-10





Item
8.   Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure.





None.





Item 8A.  Controls
and Procedures.





Evaluation of Disclosure
Controls and Procedures





We
conducted an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures. The term “disclosure controls and procedures,” as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
amended (“Exchange Act”), means controls and other procedures of a company that
are designed to ensure that information required to be disclosed by the company
in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures also include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded as of
September 30, 2006 that our disclosure controls and procedures were effective at
the reasonable assurance level due to the material weaknesses in our internal
controls over financial reporting discussed immediately below.





Management’s Report on
Internal Control Over Financial Reporting





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. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.  Our
evaluation of internal control over financial reporting includes using the COSO
framework, an integrated framework for the evaluation of internal controls
issued by the Committee of Sponsoring Organizations of the Treadway Commission,
to identify the risks and control objectives related to the evaluation of our
control environment.  The internal controls for the Company are provided by
executive management’s review and approval of all transactions.  Our
internal control over financial reporting also includes those policies and
procedures that:





(1)
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;





(2)
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with U.S. GAAP, and that
      our receipts and expenditures are being made only in accordance with the
      authorization of our management;
and





(3)
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of September 30, 2006 This annual report does not include an attestation report
of our registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permits us to provide only management's report in
this annual report.




12





Identified Material
Weaknesses





A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the financial statements will not be prevented or
detected.  As of September 30, 2006, the Company had yet to commence
operations, maintain a bank account or commence any business
activity.





Conclusion





As a
result of management's assessment of the effectiveness of our internal control
over financial reporting as of September 30, 2006, management has concluded that
our internal control over financial reporting is effective.





These procedures were completed so management could gain
assurance that the financial statements and schedules included in this Form
10-KSB fairly present in all material respects the financial position, results
of operations and cash flows for the periods presented.





Item 8B. Other
Information.





During
the fourth quarter of the fiscal year ended September 30, 2006, there was no
information required to be reported on Form 8-K which was not previously
reported.





Part
III





Item 9. Directors, Executive
Officers,Promoters and Control
Persons; Compliance with Section 16(A) Of The
Exchange Act.





(a)
Identification of Directors, Executive Officers,Promoters, and Control Persons
for the fiscal year ended September 30, 2006:





Name
                Age
                Position
                TermJohn
      D. Lane
                62
                President
      and Sole Director
                November
      2, 2005 thru present





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.





13


b.
Significant Employees. We have no significant employees other than the officers
and the directors described above.





c. Family
Relationships.  None





d.
Involvement in Certain Legal Proceedings. There have been no events under any
bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or
decrees material to the evaluation of the ability and integrity of any director,
executive officer, promoter or control person of Registrant during the past five
years.





e. The
Board of Directors acts as the Audit Committee and the Board has no separate
committees. The Company has no qualified financial expert at this time because
it has not been able to hire a qualified candidate. Further, the Company
believes that it has inadequate financial resources at this time to hire such an
expert. The Company intends to continue to search for a qualified individual for
hire.





COMPLIANCE WITH
SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934





Section
16(a) of the Exchange Act requires the Company’s directors and officers, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of beneficial ownership and changes
in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4
and 5. Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.





Based
solely on the Company’s review of the copies of the forms received by it during
the period from November 2, 2005 (inception) to September 30, 2006 and written
representations that no other reports were required, the Company believes that
no person who, at any time during such fiscal year, was a director, officer or
beneficial owner of more than 10% of the Company’s common stock failed to comply
with all Section 16(a) filing requirements during such fiscal year.





CODE
OF ETHICS





We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our officers and
directors serves in all the above capacities.





Item 10. Executive
Compensation.





The following table sets forth the cash compensation paid by
the Company to its President and all other executive officers for services
rendered during the fiscal year ended September 30, 2006.





Name
      and Position
              
              Year
              
              Annual
      CompensationJohn
      D. Lane, President & Sole Director
              
              2006
              
              None





Director
Compensation





We do not
currently pay any cash fees nor pay any expenses to our directors.





14


Employment
Agreements





The
Company is not a party to any employment agreements.





Item 11. Security Ownership
Of Certain Beneficial Owners And Management and Related Stockholder
Matters.





(a)
Security ownership of certain beneficial owners.





The
following table sets forth, as of January 12, 2009, 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.





Amount
      and Nature ofName
      and
                      Beneficial
                      PercentageAddress
                      Ownership
                      of ClassJohn
      D. Lane
                      100,000
                      100%2425
      Post RoadSuite
      205Southport,
      CT 06890-1267All
      Officers and Directors as a group
                      100,000
                      100%








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
and Reports on Form 8-K





(a)
Exhibits:





Exhibit
      No.
              Description*3.1
              Certificate
      of Incorporation, as filed with the Delaware Secretary of State on
      November 2, 2005*3.2
              By-Laws31.1
              Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the
      registrant’s Annual Report on Form 10-KSB for the year ended September 30,
      2006.32.1
              Certification
      of Principal Executive Officer and 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
2002(1)










*
            Incorporated
      by reference to the Company’s Registration Statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on December 15, 2005,
      and incorporated herein by this
reference.





(b)
            Reports
      on Form 8-K: Form 8-K as filed with the Securities and Exchange Commission
      on December 29, 2008, and incorporated herein by this
      reference





15





Item 14  Principal
Accountant Fees And Services.





Conner
& Associates, PC (“Conner”) is the Company’s independent registered public
accounting firm.





AUDIT
FEES





The
aggregate fees billed by Conner for professional services rendered for the audit
of our annual financial statements and review of financial statements included
in our Form 10-KSB and Form 10-QSB or services that are normally provided in
connection with statutory and regulatory filings were $3,250 for the fiscal year
ended September 30, 2006.





AUDIT-RELATED
FEES





Conner’s
fees billed for assurance and related services related to the review of the
Company’s financial statements were $0 for the fiscal year ended September 30,
2006.





TAX
FEES





Conner’s
fees billed for professional services for tax compliance, tax advice, and tax
planning were $0 for the fiscal year ended September 30, 2006.





ALL OTHER
FEES





Conner’s
fees billed for other products and services were $0 for the fiscal year ended
September 30, 2006.








16





SIGNATURES








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 #5, Inc.Date:
      January 12, 2009By: /s/ John D. LaneJohn
      D. Lane, President and Chief Executive OfficerPrincipal
      Executive OfficerPrincipal
      Financial Officer











17