UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended August 31, 2011
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from to __________
	Commission File Number: 333-148385

 

Lans Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

Penthouse Menara Antara, No 11 Jalan Bukit Ceylon, Kuala Lumpur, Malaysia

(Address of principal executive offices)

 

001-63-6017-348-8798

(Registrant’s telephone number)

____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

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 [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer Accelerated filer	[ ] Non-accelerated filer
[X] Smaller reporting company

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,150,000 common shares as of October 17, 2011.

 

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4:	Controls and Procedures	9
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	10
Item 1A:	Risk Factors	10
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3:	Defaults Upon Senior Securities	10
Item 4:	Removed and Reserved	10
Item 5:	Other Information	10
Item 6:	Exhibits	10

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1	Balance Sheet as of August 31, 2011 and November 30, 2010 (unaudited);
F-2	Statements of Operations for the three and nine months ended August 31, 2011 and 2010 and period from November 13, 2007 (Inception) to August 31, 2011 (unaudited);
F-3	Statements of Cash Flows for the nine months ended August 31, 2011 and 2010 and period from November 13, 2007 (Inception) to August 31, 2011 (unaudited);
F-4	Notes to Financial Statements.

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended August 31, 2011 are not necessarily indicative of the results that can be expected for the full year.

LANS HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)

As of August 31, 2011 and November 30, 2010

 

		August 31,				November 30,
		2011				2010
ASSETS
Current Assets
Cash and equivalents		$	-0-			$	-0-
Prepaid expenses			-0-				-0-
TOTAL ASSETS		$	-0-			$	-0-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accrued expenses		$	3,381			$	3,381
Due to officer			32,000				26,000
Total Liabilities			35,381				29,381
Stockholders’ Deficit
Common Stock, $.001 par value, 90,000,000 shares authorized, 2,150,000 shares issued and outstanding			2,150				2,150
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding			-0-				-0-
Additional paid-in capital			40,850				40,850
Deficit accumulated during the development stage			(78,381	)			(72,381	)
Total stockholders’ deficit			(35,381	)			(29,381	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	-0-			$	-0-

 

See accompanying notes to financial statements.

LANS HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

Three and Nine Months Ended August 31, 2011 and 2010

Period from November 13, 2007 (Inception) to August 31, 2011

 

																		Period from
		Three Months				Three Months				Nine Months				Nine Months				November 13, 2007
		Ended				Ended				Ended				Ended				(Inception) to
		August 31,				August 31,				August 31,				August 31,				August 31,
		2011				2010				2011				2010				2011
Revenues		$	-0-			$	-0-			$	-0-			$	-0-			$	-0-
Expenses :
Professional fees			2,000				2,000				6,000				6,000				78,381
Net Loss		$	(2,000	)		$	(2,000	)		$	(6,000	)		$	(6,000	)		$	(78,381	)
Net loss per share:
Basic and diluted		$	(0.01	)		$	(0.00	)		$	(0.01	)		$	(0.01	)		$	(0.03	)
Weighted average shares outstanding:
Basic and diluted			2,150,000				2,150,000				2,150,000				2,150,000				2,150,000

 

See accompanying notes to financial statements.

LANS HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

Nine Months Ended August 31, 2011 and 2010

Period from November 13, 2007 (Inception) to August 31, 2011

 

		Nine Months				Nine Months				Period From November 13, 2007
		Ended				Ended				(Inception) to
		August 31,				August 31,				August 31,
		2011				2010				2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(6,000	)		$	(6,000	)		$	(78,381	)
Change in non-cash working capital items
Prepaid expenses			-0-				-0-				-0-
Accrued expenses			-0-				-0-				3,381
CASH FLOWS USED BY OPERATING ACTIVITIES			(6,000	)			(6,000	)			(75,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock			-0-				-0-				43,000
Due to officer			6,000				6,000				32,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			6,000				6,000				75,000
NET INCREASE (DECREASE) IN CASH			-0-				-0-				-0-
Cash, beginning of period			-0-				-0-				-0-
Cash, end of period		$	-0-			$	-0-			$	-0-
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid		$	-0--			$	-0--			$	-0--
Income taxes paid		$	-0--			$	-0--			$	-0--

 

See accompanying notes to financial statements.

LANS HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2011

 

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES

 

Nature of Business

 

Lans Holdings, Inc. (“LANS”) is a development stage company and was incorporated in Nevada on November 13, 2007. The Company is developing hexagon fishing nets to manufacture and sell to fishing equipment retailers primarily in Southeast Asia. LANS operates out of office space owned by a director and stockholder of the Company. The facilities are provided at no charge. There can be no assurances that the facilities will continue to be provided at no charge in the future.

 

Development Stage Company

 

The accompanying financial statements have been prepared under generally accepted acounting principles for development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

 

Basis of Presentation

 

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. We believe that the disclosures are adequate to make the financial information presented not misleading. These condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended November 30, 2010. All adjustments were of a normal recurring nature unless otherwise disclosed. In the opinion of management, all adjustments necessary for a fair statement of the financial position results of operations for the interim period have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year.

 

Cash and Cash Equivalents

 

LANS considers all highly liquid investments with maturities of three months or less to be cash equivalents. At August 31, 2011 and November 30, 2010, respectively, the Company had $0 of cash.

 

Fair Value of Financial Instruments

 

LANS’s financial instruments consist of cash and cash equivalents and an amount due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

LANS HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2011

 

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Basic loss per share

 

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Recent Accounting Pronouncements

 

LANS does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

NOTE 2 – ACCRUED EXPENSES

 

Accrued expenses of $3,381 at August 31, 2011 consist of amounts owed to the Company’s outside legal counsel for services rendered.

 

NOTE 3 – DUE TO OFFICER

 

The amount due to officer of $32,000 and $26,000 at August 31, 2011 and November 30, 2010, respectively, consisted of amounts owed to an officer of the Company for amounts advanced to pay for professional services provided by the Company’s outside independent auditors for services rendered. The amount is unsecured, due upon demand, and non-interest bearing.

LANS HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

August 31, 2011

 

NOTE 4 – INCOME TAXES

 

For the periods ended August 31, 2011, LANS has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $78,400 at August 31, 2011 and will expire beginning in the year 2027.

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 

		2011				2010
Deferred tax asset attributable to:
Net operating loss carryover		$	26,700			$	24,600
Valuation allowance			(26,700	)			(24,600	)
Net deferred tax asset		$	—			$	—

 

NOTE 5 – LIQUIDITY AND GOING CONCERN

 

LANS has negative working capital, has incurred losses since inception, and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

The ability of LANS to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

 

NOTE 6 – SUBSEQUENT EVENTS

 

The Company’s management has analyzed its operations subsequent to August 31, 2011 through October 4, 2011, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Company Overview

 

We are engaged in the business of developing, manufacturing, and selling hexagon fishing nets produced specifically for fishing equipment retailers in Southeast Asia. Such a product will allow fishers to effectively increase their fishing output without the problems presented by fishing nets presently in use in the Southeast Asian market. We require additional financing in order to continue the process of designing and developing our Product. If we are able to secure financing, we will be able to implement our business plan starting with refining our net through experiments, testing water pressure resistance, extension capability, and sailing speed variations. Once we are satisfied that our Product will compete effectively in the Southeast Asian Fishing Equipment Industry by being the most functional and efficient fishing net, we will begin the manufacture and distribution of the Product to fishing equipment retailers.

Our principal executive offices are located at 50 West Liberty Street, Suite 880, Reno, NV 89501. Our operations office is located at Penthouse Menara Antara, No 11 Jalan Bukit Ceylon, Kuala Lumpur, Malaysia.

Product Development

 

Once we secure additional financing, we intend to continue the development and refinement of our Product. We will first focus on our experiments to improve the quality of our Product to increase its appeal to fishing equipment retailers. We feel our final Product will compete effectively in the marketplace due to its advanced extension capability, durability, high-functioning ability at rapid sailing speed, and overall large output potential relative to similar products in the marketplace.

 

Locate Suitable Manufacturing

 

We do not currently have any manufacturing facilities. Our management has contacted several fishing net weavers in Malaysia, and has begun negotiations for the manufacture of our Product on a contract basis. We are currently negotiating price, payment, customer guarantee, shipping, inventory, delivery schedule and returns. We plan to pursue this further upon the final development and commercialization of our Product. Production of our fishing net doesn't require any facilities or equipment beyond what is available to any fishing net weaver. We could contract with any fishing net weaver to manufacture our Product by following our instructions. We do not anticipate renting a warehouse at this stage of our business. The fishing net weaver that will work with us will provide packaging, storage, and shipping service for us as part of our agreement. All of the raw materials necessary to produce our Product are available in the public marketplace. We will only accept wholesale orders from wholesale distributors. Once we receive wholesale orders, we will hold the order until certain quantities, which will be pre-negotiated with fishing net weavers, are attained. Then we will contract with the fishing net weaver to produce our Product for us at pre-negotiated prices. Typically the order will be shipped within five business days after we place the order.

 

Sales and Distribution Strategy

 

Our goal is for our fishing net to become a leading product in the fishing equipment market in Southeast Asia. In order to achieve our goal, we intend to increase awareness of our Product with potential customers, who we anticipate will be major fishing equipment retailers as wholesale customers and fishers as end users. We intend to do this by engaging in the following:

 

§  Attending national and regional fishing promotional events and conferences. There are events and conferences managed by regional and central institutions and organizations to promote fishing related products. We plan to attend a number of events attended by fishing products merchants and fishing equipment retail representatives in order to further expose our product. These events will include trade meetings, promotional events, seminars, and conferences, which are heavily attended by fishing equipment wholesalers and representatives, in order to further expose our Product.

 

§  Developing direct marketing programs to attract retailers. In addition to attending the foregoing conferences and seminars, we intend to market directly to wholesalers and major fishing equipment retailers. Our marketing will include conducting seminars and the use of online and traditional advertising media such as newspapers and trade publications.

§  Promoting to the public through internet-based and traditional media advertising. We intend to use Internet-based and traditional media to promote our product directly to the public to raise public awareness of our product.

 

§  We will also mail our brochure to wholesale distributors, and, initially, we will do special promotions providing small amounts of our Product to a few major stores, while allowing them to pay us after three months. If the market shows an interest in our Product, they will then begin to order from us regularly.

 

Intellectual Property Protection

 

We intend to aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws to protect our intellectual property, including product designs, proprietary manufacturing processes and technologies, product research and concepts, and recognized trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

 

We are currently consulting with law firms to protect our brand name and product design. While there can be no assurance that registered trademarks will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

 

Sales Personnel

 

We do not currently employ any sales personnel. In the short term, we intend to use the services of our management to sell our Product. As our Product approaches the manufacturing stage, however, we plan to employ sales representatives in Malaysia to promote and sell our product to wholesalers, retailers, and end-user fishers. These sales representatives will be responsible for soliciting, selecting and securing accounts within a particular regional territory. We expect to pay such sales representatives on a commission basis. In addition, we may decide to pay each sales representative a base salary. We expect to provide service and support to our sales representatives, including advertising and sales materials. When we determine to expand our sales internationally, we will employ sales personnel in other Southeast Asian nations.

 

In the event we hire sales personnel, we do not intend to do so in the next twelve months unless our revenues are enough to absorb the cost of these personnel.

Expenses

 

We estimate the costs to implement our business strategy over the following twelve months to be:

 

§  Travel and Related expenses, which will consist primarily of our executive officers and directors visiting fishing equipment merchants and resellers in their sales efforts. We estimate travel and related expenses for the next twelve months will be approximately $4,000;

 

§  Initial Marketing, which will consist of the marketing efforts discussed above, including direct marketing and attendance at trade shows. We estimate initial marketing expenses for the next twelve months will be approximately $6,000;

 

§  Research and Development costs consist of developing and testing our Product and determining the best combination of materials and suppliers for production. We estimate that research and development costs for the next twelve months will be approximately $10,000.

 

We intend to obtain business capital through the use of private equity fundraising or shareholders loans. We anticipate that, in time, the primary source of revenues for our business model will be the sale of our Product.

 

Significant Equipment

 

We do not intend to purchase any significant equipment for the next twelve months.

 

Results of operations for the three and nine months ended August 31, 2011 and 2010, and for the period from Inception (November 13, 2007) to August 31, 2011

 

We have not earned any revenues since our inception on November 13, 2007. We do not anticipate earning revenues until such time that we have fully developed and are able to market our Product.

 

We incurred operating expenses in the amount of $2,000 for the three months ended August 31, 2011, compared with operating expenses of $2,000 for the three months ended August 31, 2010. We incurred operating expenses in the amount of $6,000 for the nine months ended August 31, 2011, compared with operating expenses of $6,000 for the nine months ended August 31, 2010. We incurred operating expenses in the amount of $78,381 for the period from November 13, 2007 (Inception) to August 31, 2011. The entire amount for each mentioned period was attributable to professional fees. 

 

We incurred a net loss in the amount of $2,000 for the three months ended August 31, 2011, as compared with a net loss in the amount of $2,000 for the three months ended August 31, 2010. We incurred a net loss in the amount of $6,000 for the nine months ended August 31, 2011, as compared with a net loss in the amount of $6,000 for the nine months ended August 31, 2010. We incurred a net loss in the amount of $78,381 for the period from November 13, 2007 (Inception) to August 31, 2011. Our losses for each period are attributable to operating expenses together with a lack of any revenues.

Liquidity and Capital Resources

 

As of August 31, 2011, we had no current assets. Our total current liabilities as of August 31, 2011 were $35,381. As a result, we have a working capital deficit of $35,381 as of August 31, 2011.

 

Through the period ended August 31, 2011, our current liabilities consisted mostly of advances totaling $32,000 from Eng Kok Yap, our officer and director. The amount is unsecured, due upon demand, and non-interest bearing. There is no assurance that our officer and director will continue to make advances to the company.

 

Operating activities used $6,000 in cash for the period from inception (November 13, 2007) to August 31, 2011. Our net loss of $6,000 for this period was the sole component of our negative operating cash flow. We primarily relied on cash from loans to fund our operations during the period ended August 31, 2011.

 

The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Off Balance Sheet Arrangements

 

As of August 31, 2011, there were no off balance sheet arrangements.

 

Going Concern

 

We have negative working capital, have incurred losses since inception, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of August 31, 2011. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Eng Kok Yap. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of August 31, 2011, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended August 31, 2011

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Limitations on the Effectiveness of Internal Controls

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A:Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Removed and Reserved

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

SIGNATURES

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Lans Holdings Inc.
Date:	October 21, 2011
By:	/s/ Eng Kok Yap Eng Kok Yap
Title:	Chief Executive Officer and Director