SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) February 8,
2010
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LANE CO. #5,
INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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000-51674
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20-3771307
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2425 Post Road Suite 205, Southport,
CT
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06890-1267
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(203) 255-0341
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
8.01 Other Events.
On
February 8, 2010, Lane Co, #5, Inc., (“the Company’) entered into the Third
Amendment to its 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”). This
amendment extends the term of the exclusivity provision in the original letter
of intent, as amended, until June 30, 2010. It also clarifies that
the non-refundable purchase price deposit of $70,000 has been paid to the
Company's sole stockholder and not to the Company. 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.
Except for the terms relating to an
exclusive dealing period, non-refundable deposit, and maintaining
confidentiality, along with the term of the letter of intent and amendments, the
letter of intent is not binding until the parties have entered into a definitive
agreement for the transaction. The parties are continuing their
efforts to complete the Reverse Merger, however, they have yet to execute a
definitive agreement. There can be no assurances that the Reverse
Merger or any similar transaction contemplated under the terms of the letter of
intent will ever be consummated.
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.
This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, statements with
respect to the Company’s plans, objectives, expectations and intentions and
other statements identified by words such as “may,” “could,” “would,” “should,”
“believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Company’s control).
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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LANE
CO. #5, INC.
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Date: February
9, 2010
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By:
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/s/ John D.
Lane
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Name:
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John
D. Lane
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Title:
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President
and CEO
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