Overview
Lone Pine Holdings, Inc. (formerly Australian Forest Industries) operated a saw mill in Australia through its wholly-owned subsidiary Integrated Forest Products Pty Ltd ("Integrated") from September 2004 to November 2007. At that time, Integrated cut pine timber into building products to supply to the commercial and residential industry along the eastern coast of Australia. In July 2007, Integrated went into receivership in Australia and, as a result, its operations were discontinued shortly thereafter. We were not involved in any bankruptcy, receivership or similar proceeding.
On September 1, 2006, Integrated, then owned by the Timbermans Group Pty Ltd ("Timbermans"), entered into a share exchange agreement with us and we issued 240 million shares of our common stock to acquire Integrated. In connection with the closing of that share exchange agreement, Integrated became our wholly-owned subsidiary and Integrated's officers and directors became our officers and directors. Prior to the share exchange, we were a non-operating "shell" company.
As shown in the consolidated financial statements included in this report, we had a loss of $45,554 in 2011 and $49,977 in 2010, and had an accumulated deficit of $5,050,857 and $5,005,303 at December 31, 2011 and 2010, respectively. In November 2007, we liquidated all of Integrated’s liabilities. We spun out the bankrupt subsidiary and are looking for a merger candidate. At the time of the spin out, Integrated was in bankruptcy under Australian laws.
Corporate History
We were organized by the filing of articles of incorporation with the Nevada Secretary of State on September 21, 1998 under the name Oleramma, Inc. The articles of incorporation authorized the issuance of 105,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.
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On April 28, 1999, we changed our name to BuckTV.Com, Inc. on the basis that we would market consumer products through an interactive website. We again changed our name in November 2002 to Multi-Tech International, Corp. to pursue another venture.
On September 1, 2004, we entered into a share exchange agreement with Timbermans Group Pty Ltd, an Australian corporation and its wholly-owned subsidiary, Integrated Forest Products Pty Ltd, an Australian corporation. Pursuant to the share exchange agreement, we:
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completed a 200-1 reverse stock split of our outstanding shares of common stock,
increased our authorized number of shares of common stock from 100,000,000 to 300,000,000 shares,
changed our name from Multi-Tech International, Inc. to Australian Forest Industries,
appointed five new directors to our board of directors, and
we issued 257,000,000 shares of our common stock to Timbermans pursuant to the terms of the share exchange agreement.
As a result, upon completion of the share exchange, Integrated became our wholly-owned subsidiary.
On July 31, 2007, PricewaterhouseCoopers Australia was appointed receiver and manager of both Integrated and Timbermans. On the same date, Deloitte was appointed liquidator of Timbermans. Romanis Cant was appointed liquidator of Integrated on October 18, 2007.
Business operations of Integrated were continued until November 30, 2007, when all the assets of Integrated were offered for sale as a going concern. No offers capable of acceptance by the receiver were submitted. As a result, the receiver entered into contracts to sell the land, plant and equipment of Integrated as individual assets.
Timbermans owned two major assets, a rural property and shares of our common stock. The rural property was sold by auction on March 14, 2008. Timbermans entered into a contract to sell its land and buildings for $9,556,357 and all of its manufacturing equipment for $964,403.
On July 31, 2007, both Timbermans and Integrated were put into administration, the Australian equivalent of receivership, and PricewaterhouseCoopers Australia was appointed each of their receiver and manager. In connection with the administration, 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 Australian Forest Industries approved the transfer of all the outstanding shares of Australian Forest Industries, Ltd. to the principal shareholders and directors, who were also the shareholders of Timbermans. As a result, the loan to Timbermans was removed from our books and there is currently no principal or interest due from us to Timbermans or any other related party.
Since early 2010, we have been looking for a merger candidate. Effective January 29, 2010, we:
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amended our articles of incorporation to change our name from “Australian Forest Industries” to “Lone Pine Holdings, Inc.” Our management believes that the name change will disassociate us with our former business of operating a saw mill in Australia.
amended our articles of incorporation to decrease the number of authorized shares of capital stock from 305,000,000 to 150,000,000 shares. Prior to the amendment, the articles of incorporation authorized 300,000,000 shares of common stock and, after the amendment, the articles of incorporation authorize 145,000,000 shares of common stock. The articles of incorporation prior to the amendment and after the amendment both authorize 5,000,000 shares of preferred stock.
enacted a reverse stock split so that for every 100 shares of our common stock outstanding on the record date, shareholders received one share of common stock. Any fractional share of our common stock that would have existed as a result of the reverse stock split was rounded up to a whole share. Every 100 shares of common stock issued and outstanding immediately prior to the record date were reclassified as, and changed into, one share of common stock. Coupled with the decrease in our authorized share capital, the reverse stock split increased the number of authorized and unissued shares of common stock from 14.1% of our authorized shares prior to the amendment to 98.2% after the amendment.
appointed William S. Rosenstadt as our sole director and our chief executive officer and chief financial officer upon the simultaneous resignation of the then existing directors and officers.
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Current Operations
Effective December 20, 2011, our board of directors accepted the voluntary resignation of William S. Rosenstadt as our sole director and officer. Concurrently with Mr. Rosenstadt’s resignation, our board of directors appointed Gianluca Cicogna Mozzoni as our sole director and president, chief executive officer, chief financial officer, treasurer and secretary effective as of December 20, 2011.
Our operations are now inactive, except for filing required periodic reports with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder and making other related corporate filings. Based on these operations, we qualify as a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations. We do not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. 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.
The analysis of new business opportunities will be undertaken by or under the supervision of our management. As of this date, we have not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for us.
We presently have no employees apart from Mr. Cicogna Mozzoni, and there are no written employment contracts or agreements with any officer. Our sole officer and director is engaged in outside business activities and anticipates that he will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
We intend to continue filing reports with the SEC. We intend to continue operations as a reporting company and to comply with the requirements of the Exchange Act.
The public may read and copy any materials we file with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
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Item 1A. Risk Factors.
Risks Related to our Business
We have limited financial resources which may make it more difficult for us to raise capital or other financing. As a result of our current lack of financial liquidity, our auditors have expressed substantial concern about our ability to continue as a “going concern.”
We have limited financial resources and have not established a source of equity or debt financing. If we are unable to generate additional revenue or obtain financing or if the financing we do obtain is insufficient to cover any operating losses we may incur, we may have to substantially curtail our operations, cease operations or seek federal bankruptcy protection in the near future. These conditions have caused our auditors to raise substantial doubt about our ability to continue as a going concern. Consequently, the audit report prepared by our independent public accounting firm relating to our financial statements for the year ended December 31, 2011 included a going concern explanatory paragraph.