**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-KSB**




**(Mark
      One)**


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




**For
      the fiscal year ended September 30, 2007**




**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.)****(Small
                Business Issuer)**




**333
                Sandy Springs Circle, Suite 230****Atlanta,
                GA**
            
            **30328****(Address
                of Principal Executive Offices)**
            
            **(Zip
                Code)**




**(404)
      257-9150**


**(Issuer’s
      telephone number, including area code)**





**263
                Queens Grant Road****Fairfield,
                CT 06824-1929**
            
            **203-255-0341****(Former
                Address of Principal Executive Offices)**
            
            **(Issuer’s
                former telephone number)**





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**





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





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





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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act.) Yes x No
o





The
      issuer's revenues for the fiscal year ended **September
      30, 2007** were **$0** .





The
      aggregate market value of the common stock held by non-affiliates of the issuer
      was **$0.00** on **September
      30, 2007** .










As of **September
      30, 2007** ,
      there
      were  **100,000** shares
      of common stock, **$.0001** par
      value per share, outstanding.





The
      following documents are incorporated by reference: **None** .





Transitional
      Small Business Disclosure Format (check one): Yes oNo x




-2-




**TABLE
      OF CONTENTS**


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


-3-




**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;




-4-




(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.




-5-




**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, 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.




-6-





**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.




-7-





**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.




-8-





**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.**





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:





·
            Election
                of the board of directors;





·
            Removal
                of any directors;





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





·
            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.




-9-




**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.**





For
      the
      period from the inception of the Company on November 2, 2005 to September 30,
      2007 there have been no matters submitted to the vote of the security
      holders.




-10-


**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, 2007 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.





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.




-11-





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.





**ITEM
              7.**
            **FINANCIAL
              STATEMENTS.**





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





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





None.




**ITEM
              8A.**
            **CONTROLS AND
              PROCEDURES.**





The
      Company maintains disclosure controls and procedures that are designed to ensure
      that information required to be disclosed in the Company's Exchange Act reports
      is recorded, processed and summarized and is reported within the time periods
      specified in the SEC's rules and forms, and that such information is accumulated
      and communicated to the Company's management, including its Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure. In designing and evaluating the disclosure
      control procedures, no matter how well designed and operated, can provide only
      reasonable assurance of achieving the desired control objectives, and management
      necessarily was required to apply its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures.





As
      of the
      date of this report, the Company's management, including the President
      (principal executive officer) and Chief Financial Officer, carried out an
      evaluation of the effectiveness of the design and operation of the Company's
      disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
      upon the evaluation, the Company's President (principal executive officer)
      and
      Chief Financial Officer concluded that the Company's disclosure controls and
      procedures are effective in timely alerting them to material information
      required to be included in the Company's periodic SEC filings. There have been
      no significant changes in the Company's disclosure controls and procedures
      or in
      other factors, which could significantly affect disclosure controls subsequent
      to the date the Company's management carried out its evaluation. During the
      period covered by this Annual Report on Form 10-KSB, there was no change in
      our
      internal control over financial reporting (as defined in Rule 13a-15(f) under
      the Exchange Act) that materially affected, or is reasonably likely to
      materially affect, our internal control over financial reporting.





**ITEM
                8B.**
            **OTHER
              INFORMATION.**





None.




-12-




**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
              
              61
              
              President
                  and DirectorDavid
                  A. Rapaport
              
              65
              
              EVP
                  and DirectorFred
                  A. Brasch
              
              50
              
              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) 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.




-13-




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. 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)
      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, 2007, 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.




-14-





**(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, 2007, 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.




-15-




Name
                  and Address
              
              Amount
                    andNature
                  ofBeneficial
                  Ownership
              
              Percentage
                of
                  ClassJohn
                  D. Lane
              
              
              10,000
              
              
              10.00
              %263
                  Queens Grant RoadFairfield,
                  CT 06824-1929High
                  Capital Funding, LLC
              
              
              90,000
              
              
              90.00
              %333
                  Sandy Springs CircleAtlanta,
                  GA 30328All
                  Officers and Directors as a Group
              
              
              100,000
              
              
              100.00
              %




**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 sheet, Statement of Operations, Statement of Stockholder's
                Equity,
                Statement of Cash Flows, and Notes to Financial
                Statements.





**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, 2007 for
      its
      audit of our November 30, 2006 financial statements and for its review of our
      forms 10QSB for the periods ended December 31, 2006, March 31, 2007 and June
      30,
      2007. We have not paid Conner any fees for the fiscal year ending September
      30,
      2007 for audit related or tax fees, or for any other services.





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.




-16-





Lane
      Co #
      3, Inc.


(Registrant)





Date:
      December 7, 2007




By: 
/s/
              John
              D. Lane(Signature)
              John
                  D. Lane, President & Director
                Principal
                  Executive Officer




By:  /s/ Fred A. Brasch(Signature)
                Fred
                  A. Brasch, Chief Financial Officer
                Principal
                  Financial Officer
                Principal
                  Accounting Officer




-17-





**LANE
      CO. #3, INC.**


**(a
      corporation in the development stage)**




**INDEX
      TO FINANCIAL STATEMENTS**




**Page****Contents**Report
                of Independent Registered Public Accounting Firm
            
            F-2**Financial
                Statements**Balance
                Sheet at September 30, 2007 and 2006
            
            F-3Statement
                of Operations for thethree
                months ended September 30, 2007 (Unaudited)and 2006 (Unaudited), for the year ended September 30, 2007, for
                the
                period from November 2, 2005 (date of inception) to September 30,
                2006 and
                for the period from November 2, 2005 (date of inception) to September
                30,
                2007
            
            F-4Statement
                of Stockholders’ Equity for the period from November 2, 2005 (date of
                inception) to September 30, 2007
            
            F-5Statement
                of Cash Flows for the year ended September 30, 2007, for the period
                from
                November 2, 2005 (date of inception) to September 30, 2006 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
 Lane
        Co
        #3, Inc.
 (a
        corporation in its development stage)
 
 We
        have
        audited the accompanying balance sheet of Lane Co #3, Inc. (a corporation
        in its
        development stage) as of September 30, 2007, and the related statement of
        operations, changes in stockholders’ equity, and cash flows for the year then
        ended; the period from November 2, 2005 (date
        of
        inception) to September 30, 2006 and the period from November 2, 2005 (date
        of
        inception) to September 30, 2007. 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.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Lane Co #3, Inc. as of September
        30, 2007, and the results of its operations and cash flows for the year then
        ended; the period from November 2, 2005 (date
        of
        inception) to September 30, 2006 and the period from November 2, 2005 (date
        of
        inception) to September 30, 2007, 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
 
 Newtown,
        Pennsylvania
 06
        December 2007


F-2




**LANE
      CO. #3, INC.**


**(a
      corporation in its development stage)**


**BALANCE
      SHEETS**


**September
                  30,**
              
              **September
                  30,****2007**
              
              **2006****ASSETS****Current
                  assets:**Prepaid
                  accounting fees
              
              $
              -
              
              $
              -Total
                  assets
              
              **$**
              **-**
              
              **$**
              **-****LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****Current
                  liabilities:**Account
                  payable and accrued liabililties
              
              $
              7,750
              
              $
              -Shareholders
                  advances
              
              
              11,538
              
              
              -**Total
                  current liabilities**
              
              **$**
              **19,288**
              
              **$**
              **-****Commitments
                  and contingencies:****Stockholders'
                  Equity (Deficit)**Preferred
                  stock - $.0001 par valueAuthorized
                  10,000,000 shares; none issued
              
              $
              -
              
              $
              -Common
                  stock - $.0001 par valueAuthorized
                  100,000,000 sharesissued
                  and outstanding 100,000
              
              
              10
              
              
              10Additional
                  paid-in capital in excess of par
              
              
              9,490
              
              
              9,490Deficit
                  accumulated during development stage
              
              
              (28,788
              )
              
              (9,500
              )Total
                  stockholders' equity (deficit)
              
              
              (19,288
              )
              
              0**Total
                  liabilities and stockholders' equity (deficit)**
              
              **$**
              **-**
              
              **$**
              **-**




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 Three Months Ended**
              
              **For
                    the 12**
                  **Months
                    Ended**
              
              **Period
                      from November 2, 2005**
                    **(inception)
                      to**
              
              **Period
                      from November 2, 2005**
                    **(inception)
                      to****September
                  30, 2007**
              
              **September
                  30, 2006**
              
              **September
                  30, 2007**
              
              **September
                  30, 2006**
              
              **September
                  30, 2007****(unaudited)**
              
              **(unaudited)****Sales:**
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**Cost
                  of Sales**
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Gross
                  Profit**
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -General
                  and administrative expenses
              
              
              8,382
              
              
              2,500
              
              
              19,288
              
              
              9,500
              
              
              28,788**Net
                  loss**
              
              
              ($
                  8,382
              )
              
              ($
                  2,500
              )
              
              ($
                  19,288
              )
              
              ($
                  9,500
              )
              
              ($
                  28,788
              )**Weighted
                  average number of shares**Outstanding
                  (basic and fully diluted)
              
              
              100,000
              
              
              100,000
              
              
              100,000
              
              
              100,000
              
              
              100,000**Net
                  loss per share - basic and diluted**
              
              $
              (0.084
              )
              
              ($
                  0.025
              )
              
              ($
                  0.193
              )
              $
              (0.095
              )
              
              ($
                  0.288
              )





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 During the Development**
              
              **Total
                  Stockholders' Equity****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **(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**
              **)**





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 Period**
              
              **For
                  the Period****from
                  November 2,**
              
              **from
                    November 2,****For
                  the Year**
              
              **2005**
              
              **2005****Ended**
              
              **(incepetion)
                  to**
              
              **(incepetion)
                  to****September
                  30,**
              
              **September
                  30,**
              
              **September
                  30,****2007**
              
              **2006**
              
              **2007****Cash
                  flows from operating activities:**Net
                  loss
              
              
              ($
                  19,288
              )
              
              ($
                  9,500
              )
              
              ($
                  28,788
              )Adjustments
                  to reconcile net loss to netcash
                  used in operating activities:Accounts
                  payable and accrued liabilities
              
              
              7,750
              
              
              -
              
              
              7,750Net
                  cash (used in) operating activities
              
              
              (
                  11,538
              )
              
              (
                  9,500
              )
              
              (21,038
              )**Cash
                  flows from financing activities:**Proceeds
                  from shareholders loan
              
              
              11,538
              
              
              -
              
              
              11,538Proceeds
                  from issuance of common stock
              
              
              -
              
              
              10
              
              
              7,000Proceeds
                  from additional capital contribution
              
              
              -
              
              
              9,490
              
              
              2,500Net
                  cash provided by financing activities
              
              
              11,538
              
              
              9,500
              
              
              21,038**Net
                  increase in cash for the period then ended**
              
              
              -
              
              
              -
              
              
              -**Cash,
                  beginning of period**
              
              
              -
              
              
              -
              
              
              -**Cash,
                  end of period**
              
              **$**
              **-**
              
              **$**
              **-**
              
              **$**
              **-**




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, 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. 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**


**September
      30, 2007**




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, 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, 2006 to September 30,
      2007.





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 $4,500 in gross deferred
      tax assets at September 30, 2007 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, 2006, the Company had $9,500 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, 2007. At September 30, 2007, the Company has
      federal net operating loss carry-forwards of approximately $11,288 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):




F-8




**LANE
      CO. #3, INC.**


**(a
      corporation in its development stage)**


**NOTES
      TO FINANCIAL STATEMENTS**


**September
      30, 2007**




For
                    the Period
                  November
                    2, 2005 (inception) through September 30, 2007Statutory
                  federal income taxes
              
              
              -34.0
              %State
                  taxes, net of federal benefits
              
              
              -6.0
              %Valuation
                  allowance
              
              
              40.0
              %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.
      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, 2007, the Company
      incurred losses of $28,788.





For
      the
      period from October 1, 2006 to September 30, 2007, the Company had no revenue,
      expenses of $19,288 and a loss of $19,288.





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