UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)





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





For the
fiscal year ended:September
30, 2009





o
            TRANSITION
      REPORT UNDER 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
registrant as specified in its charter)










Delaware
                  
                  20-3771307(State or other
      jurisdiction of incorporation
                    or
      organization)
                  
                  (I.R.S.
      Employer Identification
No.)




2425 Post
Road


Suite
205


Southport,
CT 06890-1267


(Address of principal executive
offices)





Issuer’s
      telephone number:
                (203)
      255-0341Issuer’s
      facsimile number:
                (203)
      254-1184





N/A


(Former
name, former address and former


fiscal
year, if changed since last report)







Securities
registered under Section 12(b) of the Exchange Act:





None





Securities
registered under Section 12(g) of the Exchange Act:





Common Stock, $0.0001 par
value per share


(Title
of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


o  Yes x No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


o Yes x No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


x Yes o No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
              Accelerated
      filer  oNon-accelerated
      filer
                (Do
      not check if a smaller reporting company)   o
              Smaller
      reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  x Yes oNo





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. $0





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. As of December 23, 2009, there were
100,000 shares of common stock, par value $0.0001 per share
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





None







TABLE OF
CONTENTS





Item:
                        
                        PagePART
      IItem
      1.
                        Business.
                        3Item
      1A.
                        Risk
      Factors.
                        8Item
      1B.
                        Unresolved
      Staff Comments.
                        12Item
      2.
                        Properties
                        13Item
      3.
                        Legal
      Proceedings.
                        13Item
      4.
                        Submission
      of Matters to a Vote of Security Holders.
                        13PART
      IIItem
      5.
                        Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.
                        13Item
      6.
                        Selected
      Financial Data.
                        13Item
      7.
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                        13Item
      7A.
                        Quantitative
      and Qualitative Disclosures About Market Risk.
                        16Item
      8.
                        Financial
      Statements and Supplementary Data.
                        17Item
      9.
                        Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
                        27Item
      9A(T).
                        Controls
      and Procedures.
                        27Item
      9B.
                        Other
      Information.
                        28PART
      IIIItem
      10.
                        Directors,
      Executive Officers and Corporate Governance.
                        28Item
      11.
                        Executive
      Compensation.
                        30Item
      12.
                        Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                        30Item
      13.
                        Certain
      Relationship and Related Transactions, and Director
      Independence.
                        30Item
      14.
                        Principal
      Accounting Fees and Services.
                        31PART
      IVItem
      15.
                        Exhibits,
      Financial Statement Schedules.
                        31SIGNATURES
                        
                        32


2


FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K 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 the Registrant 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 Registrant’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 Registrant. Although
the Registrant 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 Registrant or
any other person that the objectives and plans of the Registrant will be
achieved.





ITEM
1.  Description of the Business





Background




Lane Co
#5, Inc. (Lane Co #5, Inc., the "Company", “we”, or ‘us” and similar terms) 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.




Current
Business and Plan of Operations




Our
current business plan is to seek a suitable acquisition candidate through
acquisition, merger, reverse merger or other suitable business combination
method. We plan to seek, investigate and acquire one or more properties or
businesses with the intent to maximize or further enhance shareholder value. The
Company has limited capital. As such, it is unlikely that we will be able to
take advantage of more than one such business opportunity. We intend to seek
opportunities demonstrating the potential of long-term growth.


The
Company’s principal shareholders plan to contact various broker-dealers and
other persons with whom they are acquainted who are involved in corporate
finance matters to advise them of the Company’s existence in an effort to
determine if any companies they represent have an interest in considering a
business combination with the Company. The Company can provide no assurance that
it will be successful in locating or acquiring a desirable business opportunity
or that any potential acquisition that may occur will be on terms that are
favorable to the Company or its current stockholders.


We
anticipate that any business opportunities we investigate may: (i) have a
limited operating history; (ii) have a history of losses to date due to many
factors; (iii) be under-capitalized; (iv) be experiencing current financial or
operating difficulties; (v) be in need of capital to develop a new product or
service; (vi) be relying upon a relatively untested product or marketing
concept; or (vii) have a combination of the characteristics mentioned in (i)
through (vi). Given these factors, all investors and current shareholders should
expect that any potential acquisition candidate may have a history of
losses.





The
Company will not restrict its search for acquisition opportunities to any
geographical area or particular industry. Our discretion in the selection of
business opportunities is unrestricted due to the availability of such
opportunities, economic conditions, and other factors not listed
herein.


Any
business opportunity that is acquired by the Company is expected to have a
desire to become a public company and establish a public trading market for its
securities. As such, in connection with such business combination, it is likely
control of the Company would be issued by the Company or purchased from the
current principal shareholders of the Company by the acquiring entity or its
affiliates. If stock is purchased from the current shareholders, the transaction
is very likely to result in substantial gains. In the Company’s judgment, none
of its current or past officers and directors would be classified as an
“underwriter” within the meaning of the Section 2(11) of the Securities Act of
1933, as amended.




3





We fully
anticipated that business opportunities will come to the Company’s attention
from various sources. These sources may include, but not be limited to, its
principal shareholders, professional advisors such as attorneys and accountants,
securities broker-dealers, and others who may present unsolicited proposals.
Currently, the Company has no agreements, whether written or oral, with any
individual or entity, to act as a finder for the Company.


Our
current administrative office is located at 2425 Post Road, Suite 205,
Southport, CT 06890-1267




Letter
of Intent




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 November 1, 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.
 
 Volcano
Source provided $70,000 of non-refundable deposits with the Original Letter of
Intent dated December 28, 2008 alongwith the First and Second
Amendments to the Letter of Intent dated April 27, 2009 and August 12, 2009,
respectively to the sole shareholder of the Company.
 
 The total
deposits of $70,000 will be applied toward the purchase price at
closing.
 
 The
parties have also agreed that until the later of November 1, 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 the Company and must immediately notify Volcano Source regarding
any contact between the Company, 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, September 30, 2009, 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 theReverse Merger or any similar transaction contemplated under the terms of
the Letter of Intent will ever be consummated.
 
 As ofDecember 23, 2009, the parties to the above
captioned letter of intentare continuing their efforts to complete the
Reverse Merger, however, they have yet to execute a definitive
agreement, therefore, the effect of any transactions, including but not
limited to the change in control of the Company, change in management and
directors of the Company, exemption from the unregisteredsale of securities and the
Reverse Merger between the Parties have not been provided for in the
accompanying financial statements as ofSeptember30, 2009.




4





Business Opportunity
Selection





A
decision to effectuate an acquisition by the Company may be made upon the
principal shareholders’ review of the following items:





(1)
            the
      abilities of the new management and
personnel;





(2)
            the
      acceptability of new products or
services;





(3)
            the
      perceived benefit the acquisition will derive from becoming a publicly
      traded; and





(4)
            factors
      which may be difficult to analyze through any objective
      criteria.





It is
anticipated that the current or historical operations of a business acquisition
candidate may not be indicative of the future because of the need to access
additional capital, change product or service strategies, change or make
additions to their management team, or make other material changes. The Company
will be dependent upon the new management team of a specific business
opportunity to identify any such potential issues and to identify and implement
any changes required.




Because our Company may
participate in a business opportunity with a newly organized entity or with an
entity which is entering a new phase of growth, it should be emphasized that the
Company will incur further risks.





It
is anticipated that our Company will be limited to one acquisition due to
limited capital and thus, may not be able to properly diversify for the benefit
of current shareholders. This should be considered an adverse factor affecting
any decision to purchase the Company’s securities.





Our
Company may effect transactions having a potentially adverse impact upon our
Company’s shareholders. Pursuant to the authority and discretion provided by the
Company’s bylaws and the corporate law of the State of Nevada, the Company’s
current or future management and its board of directors may complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Additionally, the Company may not furnish shareholders, prior to
any business combination, with financial statements, or any other documentation,
concerning a target company or its business.





The
analysis of potential business opportunities will be undertaken by or under the
supervision of the Company’s principal shareholders, who are not professional
business analysts. Current or future management of the Company may decide to
hire outside consultants to assist in the investigation and selection of
business opportunities, and might pay a finder’s fee, in stock in cash, as
allowed by law. Since the Company has no current plans to use any outside
consultants, no criteria or policies have been adopted.





The
Company anticipates that it will consider, among other things, the following
factors:





1.
            Potential
      for growth and profitability indicated by new technology, anticipated
      market expansion, or new products;





2.
            The
      Company’s perception of how any particular business opportunity will be
      received by the investment community and by the Company’s
      stockholders;





3.
            Capital
      requirements and anticipated availability of required funds, to be
      provided by the Company or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements, or from other
      sources;





4.
            Competitive
      position as compared to other companies of similar size and experience
      within the industry segment as well as within the industry as a
      whole;





5.
            Strength
      and diversity of existing management, or management prospects that are
      scheduled for recruitment;





6.
            The
      cost of participation by the Company as compared to the perceived tangible
      and intangible values and potential;
and




5





7.
            The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance, and other required
    items.





Not one
of the factors described, if any, above will be controlling in the selection of
a business opportunity. We will attempt to analyze all factors appropriate to
each opportunity. 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 difficult and complex. Potential investors must recognize that,
because of the Company’s limited capital available for investigation, the
Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





We are
unable to predict when it may participate in a business opportunity. Prior to
making a decision with regards to a business opportunity, the Company’s current
or future management may request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time
following completion of a merger transaction; and other information deemed
relevant.





As part
of the Company’s investigation, our officers and directors may meet personally
with management and key personnel, may visit and inspect material facilities,
obtain independent analysis or verification of certain information provided,
check references of management and key personnel, and take other reasonable
investigative measures, to the extent of the Company’s limited financial
resources.





It is
possible that the range of business opportunities that might be available for
consideration by the Company could be limited by the impact of Securities and
Exchange Commission regulations regarding purchase and sale of “penny stocks.”
The regulations would affect, and possibly impair, any market that might develop
in the Company’s securities until such time as they qualify for listing on
NASDAQ or on another exchange which would make them exempt from applicability of
the “penny stock” regulations.





The
Company believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.
These include acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current shareholders, acquisition
candidates which have long-term plans for raising capital through the public
sale of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition candidates
which plan to acquire additional assets through issuance of securities rather
than for cash, and believe that the possibility of development of a public
market for their securities will be of assistance in that process. Acquisition
candidates who have a need for an immediate cash infusion are not likely to find
a potential business combination with the Company to be an attractive
alternative.





Acquisition
Structure





It is
impossible to predict the manner in which the Company may participate in a
business opportunity. Specific business opportunities will be reviewed as well
as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management, board of
directors and stockholders of the Company most likely will not have control of a
majority of the voting shares of the Company following a reorganization
transaction. As part of such a transaction, the Company’s existing management
and directors may resign and new management and directors may be appointed
without any vote by stockholders.




6





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of Common Stock or other securities of the Company.
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 the Internal
Revenue Code of 1986, depends upon the issuance to the stockholders of the
acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other “tax free” provisions provided under the Internal Revenue Code, the
Company’s current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the principal shareholders.





It is
anticipated that any new securities issued in any reorganization would be issued
in reliance upon exemptions, if any are available, from registration under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated, or under certain
conditions or at specified times thereafter. The issuance of substantial
additional securities and their potential sale into any trading market that
might develop in the Company’s securities may have a depressive effect upon such
market.





The
Company will participate in a business opportunity only after the negotiation
and execution of a written agreement. Although the terms of such agreement
cannot be predicted, generally such an agreement would require specific
representations and warranties by all of the parties thereto, specify certain
events of default, detail the terms of closing and the conditions which must be
satisfied by each of the parties thereto prior to such closing, outline the
manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms normally found in an
agreement of that type.





As a
general matter, the Company anticipates that it, and/or its officers and
principal shareholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such letter of intent will set forth the terms of the
proposed acquisition but will generally not bind any of the parties to
consummate the transaction. Execution of a letter of intent will by no means
indicate that consummation of an acquisition is probable. Neither the Company
nor any of the other parties to the letter of intent will be bound to consummate
the acquisition unless and until a definitive agreement concerning the
acquisition as described in the preceding paragraph is executed. Even after a
definitive agreement is executed, it is possible that the acquisition would not
be consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.




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 costs 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 might
not be recoverable. Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure such goods and services.





In all
probability, upon completion of an acquisition or merger, there will be a change
in control through issuance of substantially more shares of common stock.
Further, in conjunction with an acquisition or merger, it is likely that the
principal shareholders may offer to sell a controlling interest at a price not
relative to or reflective of a price which could be achieved by individual
shareholders at the time.





Investment
Company Act and Other Regulations





The
Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business. The Company does not, however, intend
to engage primarily in such activities. Specifically, the Company intends to
conduct its activities so as to avoid being classified as an “investment
company” under the Investment Company Act of 1940 (the “Investment Act”),
and therefore to avoid application of the costly and restrictive registration
and other provisions of the Investment Act, and the regulations promulgated
thereunder.





Section
3(a) of the Investment Act contains the definition of an “investment company,”
and it excludes any entity that does not engage primarily in the business of
investing, reinvesting or trading in securities, or that does not engage in the
business of investing, owning, holding or trading “investment securities”
(defined as “all securities other than government securities or securities of
majority-owned subsidiaries”) the value of which exceeds 40% of the value of its
total assets (excluding government securities, cash or cash items). The Company
intends to implement its business plan in a manner which will result in the
availability of this exception from the definition of “investment company.”
Consequently, the Company’s participation in a business or opportunity through
the purchase and sale of investment securities will be limited.




7





The
Company’s plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates a reorganization
as discussed above. Each of these areas is regulated by the Investment Act, in
order to protect purchasers of investment company securities. Since the Company
will not register as an investment company, stockholders will not be afforded
these protections.





Any
securities which the Company might acquire in exchange for its Common Stock are
expected to be “restricted securities” within the meaning of the Securities Act
of 1933, as amended (the “Act”). If the Company elects to resell such
securities, such sale cannot proceed unless a registration statement has been
declared effective by the U. S. Securities and Exchange Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities not involving a distribution, would in all likelihood be
available to permit a private sale. Although the plan of operation does not
contemplate resale of securities acquired, if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.





An
acquisition made by the Company may be in an industry which is regulated or
licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive
process.





Competition





We expect
to encounter substantial competition in our efforts to locate attractive
opportunities, primarily from business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals.
Many of these entities will have significantly greater experience, resources and
managerial capabilities than our Company and will therefore be in a better
position than our Company to obtain access to attractive business
opportunities.





Item 1A. Risk
Factors.





An
investment in our securities is highly speculative and subject to numerous and
substantial risks. These risks include those set forth below and elsewhere in
this Form 10-K. Readers are encouraged to review these risks carefully before
making any investment decision.





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.





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





As we
have 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. We have 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.




8





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





We are 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.





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.




9





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.


10


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.





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.





OUR
STOCKHOLDER MAY ENGAGE IN A TRANSACTION TO CAUSE THE COMPANY TO REPURCHASE ITS
SHARES OF COMMON STOCK.





In order
to provide an interest in the Company to a third party, our stockholder may
choose to cause us to sell our securities to third parties, with the proceeds of
such sale being utilized by us to repurchase shares of common stock held by our
sole stockholder. As a result of such transaction, our management, sole
stockholder and Board of Directors may change.





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.





We have
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.


11


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





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





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





There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until we complete 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 control or impede a merger, takeover or other
      business
combination.





Item
1B. Unresolved Staff Comments.





N/A




12




Item
2. Description of Property.





We do not
own or lease any properties and at this time have no agreements to own or lease
any properties in the near future.




Item
3. Legal Proceedings.





The
Company is not party to any legal proceedings nor is it aware of any
investigation, claim or demand made on the Company that may reasonably result in
any legal proceedings.





Item
4. Submission of Matters to a Vote of Security Holders.





None




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.  Selected Financial Data.





N/A





Item
7. Management’s Discussion and Analysis of Financial Condition and Results 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.




13




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.





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.





Letter
of Intent





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 November 1, 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.
 
 Volcano
Source provided $70,000 of non-refundable deposits with the Original Letter of
Intent dated December 28, 2008 alongwith the First and Second
Amendments to the Letter of Intent dated April 27, 2009 and August 12, 2009,
respectively to the sole shareholder of the Company.
 
 The total
deposits of $70,000 will be applied toward the purchase price at
closing.
 
 The
parties have also agreed that until the later of November 1, 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 the Company and must immediately notify Volcano Source regarding
any contact between the Company, 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.
 14
  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, September 30, 2009, 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 theReverse Merger or any similar transaction contemplated under the terms of
the Letter of Intent will ever be consummated.
 
 As
of December 23, 2009, the parties to the above captioned letter of intent
are continuing their efforts to
complete the Reverse Merger, however, theyhave yet to execute a
definitive agreement, therefore, the effect of any transactions, including but not limited to the
change in control of the Company, change in management and directors of the
Company, exemption from the unregistered sale of securities and the Reverse
Merger between the Partieshave not been provided for in the accompanying
financial statements as of September 30, 2009.
 
 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
fiscal years ended September 30, 2009 and 2008 the period from November 2, 2005
(Inception) to September 30, 2009, the Company had no activities that produced
revenues from operations.
 
 Net Loss. For the
fiscal years ended September 30, 2009 and 2008 the Company had a net loss of
$7,020 and $4,025, respectively. From the Company’s date of inception (November
2, 2005) to September 30, 2009, the Company had a net loss of $23,470. These
losses were mostly due to legal, accounting, audit and other professional
service 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 fiscal years ended September 30, 2009 and 2008, the
Company had general and administrative expenses of $7,020 and $4,025
respectively. From November 2, 2005 (date of inception)  to September
30, 2009, the Company had general and administrative expenses of $23,470. These
expenses were due to legal, accounting, audit and other professional service
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, 2009 and 2008, the Company had no assets. The Company’s current
liabilities as of September 30, 2009 and 2008 totaled $3,005 and $9,450,
respectively which are comprised of accounts payable.




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





For the Fiscal Years Ended
September 30, 2009 and 2008




For the periodFor the year
                
                
                For the year
                
                
                November 2, 2005ended
                
                
                ended
                
                
                (Inception) toSeptember 30, 2009
                
                
                September 30, 2008
                
                
                September 30, 2009Used
      in operating activities
                
                $
                (13,465
                )
                
                $
                -
                
                
                $
                (20,465
                )Provided
      by investing activities
                
                
                -
                
                
                
                -
                
                
                
                -Provided
      by financing activities
                
                
                13,465
                
                
                
                -
                
                
                
                20,465Net
      effect on cash
                
                $
                -
                
                
                $
                -
                
                
                $
                -
  15





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.





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




None




Item 7A. Quantitative and
Qualitative Disclosures about Market Risk.




N/A


16


Item 8. Financial Statements
and Supplementary Data.





PageReport
      of Independent Registered Public Accounting Firm
                                  18Balance
      Sheet
                                  19Statement
      of Operations
                                  20Statement
      of Stockholder’s Equity (Deficit)
                                  21Statement
      of Cash Flows
                                  22Notes
      to Financial Statements
                                  23


17





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


Lane Co
#5, Inc.





We have
audited the accompanying balance sheets of Lane Co #5, Inc. (“the Company”) as
of September 30, 2009 and 2008 and the related statements of income,
stockholders’ equity (deficit) and cash flows for the years then ended; and the
period from November 2, 2005 (date of inception) to September 30, 2009. The
Company’s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audit.





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





The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our 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 the Company as of September 30,
2009 and 2008, and the results of its operations and its cash flows for the
years then ended and the period from November 2, 2005 (date of inception) to
September 30, 2009 in conformity with accounting principles generally accepted
in the United States of America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, as of September 30, 2009, the Company is a shell company as defined
in Rule 12b-2 of the Exchange Act. The Company’s current business is to pursue a
business combination through acquisition, or merger with, an existing company.
The Company’s 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. No assurances
can be given that the Company will be successful in locating or negotiating with
any target company. 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


23
December 2009


18





LANE
CO #5, INC.


(A
Development Stage Enterprise)


Balance
Sheets










9/30/2009
                        
                        
                        9/30/2008ASSETSTotal
      assets
                        
                        $
                        -
                        
                        
                        $
                        -LIABILITIES AND STOCKHOLDER'S
      EQUITYCurrent liabilitiesAccounts
      payable
                        
                        
                        3,005
                        
                        
                        
                        9,450Total
      liabilities
                        
                        
                        3,005
                        
                        
                        
                        9,450Commitment
      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
                        
                        
                        10
                        
                        
                        
                        10Additional
      paid-in capital
                        
                        
                        20,455
                        
                        
                        
                        6,990Deficit
      accumulated during the development stage
                        
                        
                        (23,470
                        )
                        
                        
                        (16,450
                        )Total
      stockholder's equity (deficit)
                        
                        
                        (3,005
                        )
                        
                        
                        (9,450
                        )Total
      liabilities and stockholder's equity (deficit)
                        
                        $
                        -
                        
                        
                        $
                        -





The
accompanying notes should be read in conjunction with the financial
statements


19





LANE
CO #5, INC.


(A
Development Stage Enterprise)


Statements
of Operations








For the periodFor the year
                              
                              
                              For the year
                              
                              
                              November 2, 2005ended
                              
                              
                              ended
                              
                              
                              (Inception) toSeptember 30, 2009
                              
                              
                              September 30, 2008
                              
                              
                              September 30, 2009Net
      sales
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Cost
      of sales
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Gross
      profit
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -General
      and administrative expenses
                              
                              
                              7,020
                              
                              
                              
                              4,025
                              
                              
                              
                              23,470Net
      loss
                              
                              $
                              (7,020
                              )
                              
                              $
                              (4,025
                              )
                              
                              $
                              (23,470
                              )Weighted
      average number ofcommon shares outstanding (basic and fully
      diluted)
                              
                              
                              100,000
                              
                              
                              
                              100,000
                              
                              
                              
                              100,000Basic
      and diluted (loss) per common share
                              
                              $
                              NIL
                              
                              $
                              NIL
                              
                              
                              $
                              NIL





Nil =
< $.01


The
accompanying notes should be read in conjunction with the financial
statements


20





LANE
CO #5, INC.


(A
Development Stage Enterprise)


Statements
of Changes in Stockholders' Equity (Deficit)


For
the period November 2, 2005 (Inception) to September 30, 2009








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
                )Net
      (loss)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (4,025
                )
                
                
                (4,025
                )Balance,
      September 30, 2007
                
                
                100,000
                
                
                
                10
                
                
                
                6,990
                
                
                
                (12,425
                )
                
                
                (5,425
                )Net
      (loss)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (4,025
                )
                
                
                (4,025
                )Balance,
      September 30, 2008
                
                
                100,000
                
                
                
                10
                
                
                
                6,990
                
                
                
                (16,450
                )
                
                
                (9,450
                )Additional
      capital contributions
                
                
                
                
                
                
                
                
                
                
                13,465
                
                
                
                
                
                
                
                13465Net
      (loss)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (7,020
                )
                
                
                (7,020
                )Balance,
      September 30, 2009
                
                
                100,000
                
                
                $
                10
                
                
                $
                20,455
                
                
                $
                (23,470
                )
                
                $
                (3,005
                )





The
accompanying notes should be read in conjunction with the financial
statements


21





LANE
CO #5, INC.


(A
Development Stage Enterprise)


Statements
of Cash Flows







For the periodFor the year
                                    
                                    
                                    For the year
                                    
                                    
                                    November 2, 2005ended
                                    
                                    
                                    ended
                                    
                                    
                                    (Inception) toSeptember 30, 2009
                                    
                                    
                                    September 30, 2008
                                    
                                    
                                    September 30, 2009Cash
      flows from operating activitiesNet
      (loss)
                                    
                                    $
                                    (7,020
                                    )
                                    
                                    $
                                    (4,025
                                    )
                                    
                                    $
                                    (23,470
                                    )Adjustments
      to reconcile net (loss) to netcash used in operating
      activities:Increase
      (decrease) in accounts payable
                                    
                                    
                                    (6,445
                                    )
                                    
                                    
                                    4,025
                                    
                                    
                                    
                                    3,005Net
      cash (used in) operating activities
                                    
                                    
                                    (13,465
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (20,465
                                    )Cash
      flows from financing activitiesProceeds
      from issuance of common stock
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    7,000Proceeds
      from additional capital contributions
                                    
                                    
                                    13,465
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    13,465Net
      cash provided by financing activities
                                    
                                    
                                    13,465
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    20,465Net
      increase in cash and cash equivalents
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Cash
      - beginning of period
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Cash
      - end of period
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Supplemental
      disclosure of cash flow information:Taxes
      paid
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Interest
      paid
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -





The
accompanying notes should be read in conjunction with the financial
statements


22





LANE
CO #5, INC.


(A
Development Stage Enterprise)


NOTES
TO FINANCIAL STATEMENTS


September
30, 2009





NOTE
1. BASIS OF
PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Nature of
Business





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.




Letter of
Intent





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 November 1, 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.





Volcano
Source provided $70,000 of non-refundable deposits with the Original Letter of
Intent dated December 28, 2008 alongwith the First and Second
Amendments to the Letter of Intent dated April 27, 2009 and August 12, 2009,
respectively to the sole shareholder of the Company.
 
 The total
deposits of $70,000 will be applied toward the purchase price at
closing.
 
 The
parties have also agreed that until the later of November 1, 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 the Company and must immediately notify Volcano Source regarding
any contact between the Company, 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, September 30, 2009, the parties have
commenced their respective due diligence reviews, and have not yet begun to
draft any of the definitive agreements.


23





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





As
of December 23, 2009, the parties to the above captioned letter of
intent are continuing their
efforts to complete the Reverse Merger, however, theyhave yet to execute
a definitive agreement, therefore, the effect of any transactions, including but not limited to the
change in control of the Company, change in management and directors of the
Company, exemption from the unregistered sale of securities and the Reverse
Merger between the Partieshave not been provided for in the accompanying
financial statements as of September 30, 2009.





Basis of
Presentation





The
accompanying financial statements have been prepared in accordance with United
States generally accepted accounting principles (US GAAP) for financial
information and in accordance with the Securities and Exchange Commission’s
Regulation S-X. They reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the years ended September 30, 2009 and 2008, respectively
along with the period November 2, 2005 (date of inception) to September 30,
2009.





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported revenues and expenses during the
reporting periods. Because of the use of estimates inherent in the financial
reporting process, actual results may differ significantly from those
estimates.




Cash and Cash
Equivalents





The
Company maintains cash balances in a non-interest bearing account that currently
does not exceed federally insured limits. For the purpose of the statements of
cash flows, all highly liquid investments with a maturity of three months or
less are considered to be cash equivalents.





Fair Value of Financial
Instruments





The fair
value of cash and cash equivalents and accounts payables approximates the
carrying amount of these financial instruments due to their short
maturity.





Net Loss Per Share
Calculation





Basic net
loss per common share ("EPS") is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted earnings per shares is computed by dividing net income by
the weighted average shares outstanding, assuming all dilutive potential common
shares were issued.




Revenue
Recognition





For the
period November 2, 2005 (inception) to September 30, 2009, the Company did not
realize any revenue





Income
Taxes





Income
taxes are provided for using the liability method of accounting. A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax basis. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effect of changes in tax laws and rates on the date of
enactment.


24





Recently Issued Accounting
Pronouncements





In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
“The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles – a replacement of FASB Statement No. 162,” (“SFAS 168”).
SFAS 168 establishes the FASB Accounting Standards
Codification (“Codification”) as the source of authoritative
generally accepted accounting principles (“GAAP”) for nongovernmental entities.
The Codification does not change GAAP. Instead, it takes the thousands of
individual pronouncements that currently comprise GAAP and reorganizes them into
approximately ninety accounting topics, and displays all topics using a
consistent structure. Contents in each topic are further organized first by
subtopic, then section and finally paragraph. The paragraph level is the only
level that contains substantive content. Citing particular content in
the Codification involves specifying the unique numeric path to the content
through the topic, subtopic, section and paragraph structure. FASB suggests that
all citations begin with “FASB ASC,” where ASC stands for Accounting Standards
Codification. Changes to the ASC subsequent to June 30, 2009 are
referred to as Accounting Standards Updates (“ASU”).





In
conjunction with the issuance of SFAS 168, the FASB also issued its first
Accounting Standards Update No. 2009-1, “Topic 105 –Generally Accepted
Accounting Principles” (“ASU 2009-1”) which includes SFAS 168 in its entirety as
a transition to the ASC.





ASU
2009-1 is effective for interim and annual periods ending after September 15,
2009 and will not have an impact on the Company’s financial position or results
of operations but will change the referencing system for accounting
standards.





As of
September 30, 2009, the first annual period in which ASU 2009-1 is effective,
all citations to the various SFAS’ have been eliminated and will be replaced
with FASB ASC as suggested by the FASB in future interim and annual financial
statements.




The
Company does not expect any of the recently issued accounting pronouncements to
have a material impact on its financial condition or results of
operations.





NOTE 2.
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, 2009 and 2008, the Company had no preferred stock issued and
outstanding.





NOTE
3.  COMMON
STOCK





The
Company is authorized to issue 100,000,000 shares of Company
Stock.  On November 2, 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.





As of
September 30, 2009 and 2008, the Company has 100,000 shares of common stock
issued and outstanding.


25





NOTE 4.
INCOME
TAXES




The
Company utilizes the asset and liability method for financial accounting and
reporting accounting of income taxes. Deferred tax assets and liabilities are
determined based on temporary differences between financial reporting and the
tax basis of assets and liabilities, and are measured by applying enacted rates
and laws to taxable years in which such differences are expected to be recovered
or settled. Any changes in tax rates or laws are recognized in the period when
such changes are enacted.





For the
years ended September 30, 2009 and 2008, and the cumulative period from November
2, 2005 (date of inception) through September 30, 2009, for financial accounting
purposes, the Company reported net losses of $7,020, $4,025 and $23,470,
respectively.





As of
September 30, 2009, the Company had federal and state net operating loss
carryforwards of approximately $23,470 which expire in 2029.





Utilization
of these loss carryforwards may be limited by certain federal statutory
provisions, including cumulative changes in ownership interests in excess of 50%
over a three-year period.




As of
September 30, 2009, the Company had deferred income tax assets of approximately
$9,388, which result primarily from federal and state net operating loss
carryforwards. Because the Company has not yet achieved profitable operations,
management believes the potential tax benefits as of September 30, 2009 will not
be realized, and accordingly has recorded a valuation allowance for the entire
gross tax asset.





The
Company’s effective tax rate differed from the federal statutory rate due to
deferred state tax assets and the Company’s full valuation allowance, the latter
of which reduced the Company’s effective tax rate to zero.





As of
September 30, 2009, 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):





Statutory
      federal income tax rate
                    
                    
                    -34
                    %State
      taxes - net of federal benefits
                    
                    
                    -5
                    %Valuation
      allowance
                    
                    
                    39
                    %Income
      tax rate – net
                    
                    
                    0
                    %





NOTE 5 – GOING
CONCERN




As of
September 30, 2009, Company is a shell company as defined in Rule 12b-2 of the
Exchange Act. The Company’s current business is to pursue a business combination
through acquisition, or merger with, an existing company. The Company’s 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. No assurances can be given that
the Company will be successful in locating or negotiating with any target
company.


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, 2009, the Company
incurred losses of $23,470.





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.


26


Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure.





None




Item 9A(T). Controls and
Procedures.





Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by the Company’s management, with the participation of the principal
executive officer and the principal financial officer, of the effectiveness of
the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of
September 30, 2009. Disclosure controls and procedures are designed to ensure
that information required to be disclosed in reports filed or submitted under
the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in the Commission’s rules and forms, and that such
information is accumulated and communicated to management, including the chief
executive officer and the chief financial officer, to allow timely decisions
regarding required disclosures.





Based on
that evaluation, the Company’s management concluded, as of the end of the period
covered by this report, that the Company’s disclosure controls and procedures
were not effective
in recording, processing, summarizing, and reporting information required to be
disclosed, within the time periods specified in the Commission’s rules and
forms, and that such information was not accumulated and communicated to
management, including the principal executive officer and the principal
financial officer, to allow timely decisions regarding required
disclosures.





Management’s Report on
Internal Control over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. The Company’s internal
control over financial reporting is a process, under the supervision of the
principal executive officer and the principal financial officer, designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company’s financial statements for external purposes
in accordance with United States generally accepted accounting principles
(GAAP). Internal control over financial reporting includes those policies and
procedures that:




●
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the Company’s
      assets;





●
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of the financial statements in accordance with generally
      accepted accounting principles, and that receipts and expenditures are
      being made only in accordance with authorizations of management and the
      board of directors; and





●
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of the Company’s 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.





The
Company’s management conducted an assessment of the effectiveness of our
internal control over financial reporting as of September 30, 2009, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, which
assessment identified material weaknesses in internal control over financial
reporting. A material weakness is a control deficiency, or a combination of
deficiencies in internal control over financial reporting that creates a
reasonable possibility that a material misstatement in annual or interim
financial statements will not be prevented or detected on a timely basis. Since
the assessment of the effectiveness of our internal control over financial
reporting did identify a material weakness, management considers its internal
control over financial reporting to be ineffective.


27




Management
has concluded that our internal control over financial reporting had the
following deficiency:





●
            We
      were unable to maintain any segregation of duties within our business
      operations due to our reliance on a single individual fulfilling the role
      of sole officer and director. While this control deficiency did not result
      in any audit adjustments to our 2007, 2008 or 2009 interim or annual
      financial statements, it could have resulted in a material misstatement
      that might have been prevented or detected by a segregation of duties.
      Accordingly we have determined that this control deficiency constitutes a
      material weakness.





To the
extent reasonably possible, given our limited resources, our goal is, upon
consummation of a merger with a private operating company, to separate the
responsibilities of principal executive officer and principal financial officer,
intending to rely on two or more individuals. We will also seek to expand our
current board of directors to include additional individuals willing to perform
directorial functions. Since the recited remedial actions will require that we
hire or engage additional personnel, this material weakness may not be overcome
in the near term due to our limited financial resources. Until such remedial
actions can be realized, we will continue to rely on the advice of outside
professionals and consultants.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. We were not required to have, nor have we, engaged our independent
registered public accounting firm to perform an audit of internal control over
financial reporting pursuant to the rules of the Commission that permit us to
provide only management’s report in this annual report.





Changes in Internal Controls
over Financial Reporting





During
the quarter ended September 30, 2009, there has been no change in internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect our internal control over financial
reporting.





Item
9B. Other Information.




During
the fourth quarter of the fiscal year ended September 30, 2009, there was no
information required to be reported on Form 8-K which was not previously
reported.




Part
III





Item
10. Directors, Executive Officers and Corporate Governance.




(a)
Identification of Directors, Executive Officers, Promoters, and Control Persons
for the year ended September 30, 2008:





Name
                  
                  Age
                  
                  Position
                  
                  TermJohn
      D. Lane
                  
                  63
                  
                  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.


28





b.
Significant Employees. None





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, 2009 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.  The Code of Business
Conduct and Ethics has not been adopted because the Company has no operations
and we do not believe that such Codes are necessary at this time. If in the
future, the Board of Directors believes such Codes are warrant, it will adopt a
Code of Ethics and Business Conduct.


29





Item
11. 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
years ended September 30, 2009 and 2008.





Name
      and Position
                
                Year
                
                Annual
      CompensationJohn
      D. Lane, President & Sole Director
                
                2009
                
                None2008
                
                None





Director
Compensation





We do not
currently pay any cash fees or expenses to our directors.





Employment
Agreements





The
Company is not a party to any employment agreements.





Item
12. 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 December 23, 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
                              
                              
                              100,000
                              
                              
                              
                              100
                              %Directors
      as a group





Item
13. Certain Relationships and Related Transactions, and Director
Independence.





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-K.





Director
Independence





John D.
Lane, the sole director of the Company’s board of directors, is not deemed to be
independent.


30





Item
14. Principal Accountant Fees and Services.





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





(1)
AUDIT FEES





The
aggregate fees billed for professional services rendered by the principal
accountant for our audit of annual financial statements and review of financial
statements included in our quarterly reports or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years were $4,750 and $3,500 for the
years ended September 30, 2009 and 2008, respectively.





(2)
AUDIT-RELATED FEES





The
aggregate fees billed for assurance and related services by the principal
accountants that are reasonably related to the performance of the audit or
review of our financial statements and are not reported in the preceding
paragraph were $0 for the years ended September 30, 2009 and 2008,
respectively.





(3)
TAX FEES





The
aggregate fees billed for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning were $0 for the
years ended September 30, 2009 and 2008, respectively.





(4)
ALL OTHER FEES


The
aggregate fees billed for the products and services provided by the principal
accountant, other than the services reported in paragraphs (1), (2), and (3)
were $0 for the years ended September 30, 2009 and 2008,
respectively.





Part
IV


Item
15. Exhibits, Financial Statement Schedules.




(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-Laws23.1
              
              Consent
      of Conner & Associates, PC31.1
              
              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-K for the year ended September 30,
      2009.32.1
              
              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.


31





SIGNATURES





Pursuant
to the requirements the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.





Lane Co #5,
      Inc.Date:
      December 23, 2009By:
      /s/ John D. LaneJohn
      D. Lane, President and Chief Executive OfficerPrincipal
      Executive OfficerPrincipal
      Financial Officer


32