Flux Power Holdings, Inc. - Quarter Report: 2009 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D. C. 20549
FORM
10-Q
x
QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended March 31, 2009
o TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the
transition period from _________________ to ______________
Commission
file number 0-25909
Lone Pine
Holdings, Inc.
(Exact
name of small business issuer as specified in its charter)
|
Nevada
(State
or other jurisdiction of incorporation or organization)
|
86-0931332
(I.R.S.
Employer Identification No.)
|
c/o
Sanders Ortoli Vaughn Flam Rosenstadt LLP
501
Madison Avenue
New York,
NY 10022
(Address
of principal executive offices, zip code)
Issuer's
telephone number: 212-588-0022
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x
No o
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes x No o
Indicate
by check mark whether the registrant is a large 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 o Non-Accelerated
Filer o Smaller Reporting Company
x
The
number of shares of the issuer’s outstanding common stock, which is the only
class of its common equity, on May 18, 2009, was 2,577,350.
ITEM
1 FINANCIAL STATEMENTS
CONTENTS
|
Consolidated
Balance Sheets
|
F-2
|
|
Consolidated
Statements of Operations
|
F-3
|
|
Consolidated
Statements of Cash Flows
|
F-4
|
|
Notes
to Consolidated Financial Statements
|
F-5
|
F-1
ITEM 1. FINANCIAL
STATEMENTS
|
ITEM
1. FINANCIAL STATEMENTS
|
||||||||
|
LONE
PINE HOLDINGS, INC.
|
||||||||
|
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC.)
|
||||||||
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BALANCE
SHEETS
|
||||||||
|
ASSETS
|
||||||||
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March
31,
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
(Unaudited)
|
||||||||
|
TOTAL
ASSETS
|
$ | - | $ | - | ||||
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Due
to principal stockholder
|
$ | 5,000 | $ | - | ||||
|
Accrued
expenses
|
15,975 | 87,534 | ||||||
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Total
current liabilities
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20,975 | 87,534 | ||||||
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STOCKHOLDERS'
DEFICIT
|
||||||||
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Preferred
stock, par value $0.001, 5,000,000 shares
|
||||||||
|
authorized,
none issued and outstanding
|
- | - | ||||||
|
Common
stock, par value $0.001, 145,000,000 shares
|
||||||||
|
authorized,
2,577,350 issued and outstanding
|
||||||||
|
at
March 31, 2009 and December 31, 2008, respectively
|
2,576 | 2,576 | ||||||
|
Additional
paid-in capital
|
4,915,775 | 4,828,241 | ||||||
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Accumulated
deficit
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(4,939,326 | ) | (4,918,351 | ) | ||||
|
Total
Stockholders' Deficit
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(20,975 | ) | (87,534 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | - | $ | - | ||||
F-2
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LONE
PINE HOLDINGS, INC.
|
||||||||
|
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC.)
|
||||||||
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STATEMENTS
OF OPERATIONS
|
||||||||
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For
the Three Months Ended
|
||||||||
|
March
31,
|
||||||||
|
2009
|
2008
|
|||||||
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(Unaudited)
|
(Unaudited)
|
|||||||
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CONTINUING
OPERATIONS:
|
||||||||
|
Administrative
expenses
|
$ | 20,975 | $ | - | ||||
|
Loss
from continuing operations
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(20,975 | ) | - | |||||
|
DISCONTINUED
OPERATIONS:
|
||||||||
|
Loss
from discontinued operations
|
||||||||
|
(net
of income tax expense of $0)
|
- | (203,495 | ) | |||||
|
Loss
from discontinued operations
|
- | (203,495 | ) | |||||
|
NET
LOSS
|
$ | (20,975 | ) | $ | (203,495 | ) | ||
|
NET
LOSS PER SHARE (BASIC AND DILUTED)
|
||||||||
|
Continuing
operations
|
$ | (0.01 | ) | $ | - | |||
|
Discontinued
operations
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- | (0.08 | ) | |||||
|
Total
|
$ | (0.01 | ) | $ | (0.08 | ) | ||
|
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING
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2,577,350 | 2,577,350 | ||||||
F-3
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LONE
PINE HOLDINGS, INC.
|
||||||||
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(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC.)
|
||||||||
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STATEMENTS
OF CASH FLOWS
|
||||||||
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For
the Three Months Ended
|
||||||||
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March
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
(Unaudited)
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(Unaudited)
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
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Loss
from continuing operations before income tax
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$ | (20,975 | ) | $ | - | |||
|
Operating
cash flows from discontinued operations
|
- | 1,612,976 | ||||||
|
Adjustments
to reconcile net loss to cash provided by
|
||||||||
|
(used
in) operating activities
|
||||||||
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Increase
in accrued expenses
|
15,975 | - | ||||||
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Net
cash provided by (used in) operating activities
|
(5,000 | ) | 1,612,976 | |||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Loan
from principal shareholder
|
5,000 | - | ||||||
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Net
cash provided by financing activities
|
5,000 | - | ||||||
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EFFECT
OF EXCHANGE RATE ON CASH
|
- | (1,612,976 | ) | |||||
|
INCREASE
(DECREASE) IN CASH
|
- | - | ||||||
|
CASH
BALANCE AT BEGINNING OF PERIOD
|
- | - | ||||||
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CASH
BALANCE AT END OF PERIOD
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$ | - | $ | - | ||||
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SUPPEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
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None
|
||||||||
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NON
CASH INVESTING AND FINANCIAL ACTIVITIES
|
||||||||
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Payment
of Accrued expenses at December 31, 2008 by
|
||||||||
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principal
shareholder, considered a capital contribution.
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$ | 87,534 | $ | - | ||||
F-4
LONE PINE
HOLDINGS, INC.
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC.)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
March 31,
2009
(Unaudited)
NOTE A -
BASIS OF PRESENTATION AND NATURE OF BUSINESS
|
|
The
accompanying condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary in order to make the financial statements
not misleading have been included. Results for the three month
periods ended March 31, 2009 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2009. For
further information, refer to the financial statements and footnotes
thereto included in the Lone Pine Holdings, Inc. annual report on Form
10-K for the year ended December 31,
2008
|
Nature of
Business
Lone Pine
Holdings, Inc. (“the Company”), through its former wholly owned subsidiary
Integrated Forest Products Pty Ltd (“Integrated”), previously operated a saw
mill in Australia which cut pine timber into building products to supply the
commercial and residential industry along the eastern coast of Australia. In
July 2007, its wholly owned subsidiary in Australia was put into receivership
and has formerly discontinued its operations. In connection with the
receivership, the receiver formed a new Australian wholly owned subsidiary,
Australian Forest Industries, LTD., and exchanged all of the shares of
Integrated for Australian Forest Industries, LTD. shares. On October
15, 2008, the board of Directors of the Company approved the transfer of all the
outstanding shares of Australian Forest Industries, LTD. to the principal
shareholders and Directors, personally. Subsequent to the spin out, the
Company became a non-operating shell company.
|
|
Going
Concern
|
As shown
in the accompanying financial statements, the Company incurred a loss from
continuing operations of $20,975 in 2008 and had an accumulated deficit of
$4,939,326 at March 31, 2009. Management in October 2008 dissolved
the saw mill operations in Australia which was in receivership, spun out the
bankrupt subsidiary and is currently looking for a merger candidate for the
public shell. The accompanying financial statements have been
prepared assuming that the Company will continue as a going
concern.
|
|
NOTE
B – REVERSE STOCK SPLIT/ CHANGE OF
NAME
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Effective
January 29, 2009, the Company amended its Articles of Incorporation to decrease
the number of authorized shares of capital stock from 305,000,000 to
150,000,000. Prior to the amendment, the Company’s Articles of
Incorporation authorized 5,000,000 shares of preferred stock and 300,000,000
shares of common stock, and after the amendment, the Company’s Articles of
Incorporation authorize 5,000,000 shares of preferred stock and 145,000,000
shares of common stock.
On
January 29, 2009 the Company also changed its name from “Australian Forest
Industries” to “Lone Pine Holdings, Inc.” The Company’s management
believes that the name change will disassociate the Company with its former
business of operating a saw mill in Australia.
F-5
LONE PINE
HOLDINGS, INC.
(FORMERLY
AUSTRALIAN FOREST INDUSTRIES, INC.)
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
March 31,
2009
(Unaudited)
NOTE B –
REVERSE STOCK SPLIT/ CHANGE OF NAME (CONTINUED)
On
January 29, 2009, the Company enacted a reverse-stock split so that for every
one hundred shares of our common stock outstanding on the record date, the
Company’s shareholders received one share of our common stock (the "Reverse Stock
Split"). Any fractional share of the Company’s common stock
that would have existed as a result of the Reverse Stock Split was rounded up to
a whole share. Every one hundred shares of common stock issued and
outstanding immediately prior to the record date will be reclassified as, and
changed into, one share of common stock.
The
principal effect of the Reverse Stock Split was to decrease the number of
outstanding shares of common stock. At the time of the record date, the Company
had 257,600,680 shares outstanding, which number was reduced to 2,577,350 as a
result of the Reverse Stock Split. All share and per share amounts
have been retrospectively restated to give effect to the Reverse Stock Split in
the accompanying financial statements.
|
NOTE
C –CHANGE OF CONTROL
|
Baytree
Capital Associates LLC (“Baytree”) has obtained a controlling interest in the
Company’s common shares pursuant to a Stock Purchase Agreement that it entered
into with each of the Company’s recent directors (Michael Timms, Roger Timms,
Colin Baird and Tony Esplin), their affiliate and their immediate family
members. One of the selling shareholders under the Stock Purchase
Agreement is Timbermans Group, which owned approximately 54.3% of the Company’s
share capital and is affiliated with each of the Company’s aforementioned
directors. Although Timbermans Group is owned by these directors, it
has been placed into a form of receivership under Australian law, and the
contractual decision to enter into the contract for the sale of shares was made
by its Receiver, PricewaterhouseCoopers, rather than the
shareholders.
Under the
Stock Purchase Agreement, Baytree purchased 2,385,000 shares of the Company’s
common stock (238,500,000 million shares of common stock prior to the reverse
stock-split described above) in exchange for $448,125. As a condition to
the sale under the Stock Purchase Agreement, the Company’s directors and
officers needed to resign, and Baytree arranged with those directors and
officers to have William S. Rosenstadt appointed as sole director and executive
officer.
NOTE D –
STOCKHOLDERS’ DEFICIT
During
the three months ended March 31, 2009, $87,534 in accrued expenses were paid by
a principal shareholder of the Company on behalf of the
Company. These amounts were recorded as a capital
contribution.
F-6
ITEM
2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING STATEMENTS
It should
be noted that this Management's Discussion and Analysis of Financial Condition
and Results of Operations may contain "forward-looking statements". The terms
"believe", "anticipate", "intend", "goal", "expect" and similar expressions may
identify forward-looking statements. These forward-looking statements represent
our current expectations or beliefs concerning future events. The matters
covered by these statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements. The foregoing list should not be construed as
exhaustive, and we disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements, or to reflect the occurrence of anticipated or unanticipated
events. In light of the significant uncertainties inherent in the
forward-looking information included herein, the inclusion of such information
should not be regarded as a representation that the strategy, objectives or
other of our plans will be achieved. We wish to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made.
Background
Our
former subsidiaries Integrated and Timbermans went into administration in
Australia (in the United States this is tantamount to a Chapter 11 Bankruptcy).
On July 31, 2007, Price Waterhouse Coopers LLP was appointed Receivers and
Managers of both Integrated and Timbermans. Also on this same date,
Deloitte was appointed Liquidator of Timbermans. Romanis Cant was
appointed Liquidator of Integrated on October 18, 2007. The business
operations of Integrated were continued until November 30, 2007 when all of the
assets of Integrated were offered for sale as a going
concern.
In
connection with the receivership, the receiver formed a new Australian wholly
owned subsidiary, Australian Forest Industries, LTD., and exchanged all of the
shares of Integrated for Australian Forest Industries, LTD.
shares. On October 15, 2008, the board of Directors of the Company
approved the transfer of all the outstanding shares of Australian Forest
Industries, LTD. to the principal shareholders and Directors, personally.
Subsequent to the spin out, the Company became a non-operating shell
company.
As shown
in the accompanying consolidated financial statements, the Company has incurred
a net loss from continuing operations of $20,975 for the three months ended
March 31, 2009 and had an accumulated deficit of $4,939,326 at March 31,
2009. Because of the dissolution of the business and the liquidation of all
liabilities, our current business objective for the next 12 months is to
investigate and, if such investigation warrants, acquire a target company or
business seeking the perceived advantages of being a publicly held
corporation. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.
We do not
currently engage in any business activities that provide us with positive cash
flows. As such, the costs of investigating and analyzing business
combinations for the next approximately 12 months and beyond will be paid
through funds from financing to be obtained.
During
the next 12 months we anticipate incurring costs related to filing of Exchange
Act reports and costs relating to consummating an acquisition.
We
believe we will be able to meet these costs with amounts to be loaned to or
invested in us by our stockholders or other investors.
We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares,
while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.
Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be
subject to numerous risks inherent in the business and operations of financially
unstable and early stage or potential emerging growth companies. In
addition, we may effect a business combination with an entity in an industry
characterized by a high level of risk, and, although our management will
endeavor to evaluate the risks inherent in a particular target business, there
can be no assurance that we will properly ascertain or assess all significant
risks.
RESULTS
OF OPERATIONS
Net loss
for the three months ended March 31, 2009 was $20,875 as compared to a
net loss of $203,495 the three months ended March 31, 2008. All
of the losses in the 2009 period were from continuing operations and related
almost exclusively to accounting, legal and transfer agent
fees. Apart from looking for a merger candidate, we have no current
operations, and we have no employees. All of the losses in the 2008
period were from discontinued operations.
LIQUIDITY
AND CAPITAL RESOURCES
Net cash
used by operations was $5,000 for the three months ended March 31,
2009 as compared to a net cash provided by operations of $1,612,976 for the
three months ended March 31, 2008. In the 2009, period there was
a loss of from continuing operations before income tax of $20,795 which was
partially offset by an increase in accrued expenses of $15,975. In
the 2008 period, net cash provided by operations consisted entirely of operating
cash flows from discontinued operations. Net cash provided by
financing activities was $5,000 for the three months ended March 31, 2009 as
compared to none for the three months ended March 31, 2008. In 2009, there
was a shareholder loan to pay for expenses. We realized no net cash
provided by investing activities for the three-month periods ended
March 31, 2008 or 2009.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
The
Company’s discussion and analysis of its financial condition and results of
operations are based upon its financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, the Company evaluates
its estimates, including those related to bad debts, income taxes and
contingencies and litigation. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
Recent
Accounting Pronouncements Affecting the Company:
In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 establishes a common definition for
fair value to be applied to US GAAP guidance requiring the use of fair
value, establishes a framework for measuring fair value, and expands the
disclosure about such fair value measurements. The application of SFAS
No. 157 as it relates to financial assets and financial liabilities is
effective for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. On February 12, 2008, the FASB
issued FSP FAS 157-2, "Effective Date of FASB Statement No. 157,"
which delays the effective date of SFAS No. 157 for all nonfinancial assets
and nonfinancial liabilities, except those that are recognized or disclosed at
fair value in the financial statements on at least an annual basis, to fiscal
years beginning after November 15, 2008, and interim periods within those
fiscal years. The Company's adoption of SFAS No. 157 on
February 3, 2008 for all financial assets and liabilities and any other
assets and liabilities that are recognized or disclosed at fair value on a
recurring basis did not impact the Company's consolidated financial
statements. The provisions of SFAS No. 157 are to be applied
prospectively as of the beginning of the fiscal year in which it is applied,
with any transition adjustment recognized as a cumulative effect adjustment to
the opening balance of retained earnings. The Company does not anticipate
that the adoption of SFAS No. 157 for nonfinancial assets and liabilities
measured at fair value on a non-recurring basis will have a material impact on
its financial position and results of operations.
In
February, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (“SFAS 159”). SFAS 159 allows
entities to measure at fair value many financial instruments and certain other
assets and liabilities that are not otherwise required to be measured at fair
value. SFAS 159 is effective for fiscal years beginning after November 15,
2007. The Company adopted SFAS 159 on January 1, 2008. Adoption of
SFAS 157 did not have a material impact on the Company results of operations,
cash flows or financial position.
In
December 2007, the FASB issued SFAS No. 141R, Business Combinations.
This standard establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and non-controlling interest in the acquiree
and the goodwill acquired. This statement also establishes disclosure
requirements which will enable users to evaluate the nature and financial
effects of the business combination. SFAS No. 141R is effective for
acquisitions made after November 30, 2009. The Company is currently
evaluating the potential impact, if any, that the adoption of SFAS No. 141R will
have on its consolidated financial statements.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. This standard outlines the
accounting and reporting for ownership interest in a subsidiary held by parties
other than the parent. SFAS No. 160 is effective for the first quarter of
2010. The Company is currently evaluating the potential impact, if any,
the adoption of SFAS No. 160 will have on its consolidated financial
statements.
In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles." SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles. SFAS No.
162 became effective in November 2008. Its adoption is not expected to have a
material impact on the Company's consolidated financial
statements.
Item
3. Quantitative and Qualitative Disclosure About Market Risk.
Not
applicable
Item 4/4T. – Controls and
Procedures
|
(a)
|
Disclosure
Controls and Procedures.
|
As of the
end of the period covering this Form 10-Q, we evaluated the effectiveness
of the design and operation of our “disclosure controls and procedures”.
We conducted this evaluation under the supervision and with the
participation of management, including our Chief Executive Officer and Acting
Principal Accounting Officer.
(i)
Definition of Disclosure Controls and Procedures.
Disclosure
controls and procedures are controls and other procedures that are designed with
the objective of ensuring that information required to be disclosed in our
periodic reports filed under the Exchange Act, such as this report, is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. As defined by the SEC, such disclosure controls and
procedures are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including the
Chief Executive Officer and Acting Principal Accounting Officer, in such a
manner as to allow timely disclosure decisions.
(ii)
Conclusions with Respect to Our Evaluation of Disclosure Controls and
Procedures.
Our
Chief Executive Officer and Acting Principal Accounting Officer
determined that, as of the end of the period covered by this report,
these controls and procedures are adequate and effective in
alerting them in a timely manner to material information relating to us required
to be included in our periodic SEC filings.
(b)
Changes in Internal Controls.
There
have been no changes in our internal controls over financial reporting that
could significantly affect these controls subsequent to the date of their
evaluation.
PART
II
Item
1. Legal Proceedings
No
material changes.
Item
1A Risk Factors
Not
applicable.
Item
2. Unregistered Sale of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Submission of Matters to a Vote of Security Holders
None.
Item
5. Other Information
None.
Item
6. Exhibits
Exhibit
Index
Exhibit
31.1 Certification of Chief Executive Officer and Acting Principal Accounting
Officer
Exhibit
32.1 Certification of Chief Executive Officer and Acting Principal
Accounting Officer
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LONE
PINE HOLDINGS, INC.
/s/ William S.
Rosenstadt
Name:
William S. Rosenstadt
Title:
CEO, President and Principal Accounting Officer
Date: May
19, 2009