Item
1. Financial Statements:
The
accompanying financial statements are unaudited for the
interim periods, but include all adjustments (consisting only of
normal recurring accruals) which management considers necessary for
the fair presentation of results for the six months ended September
30, 2007.
Moreover,
these financial statements do not purport to contain complete disclosure in
conformity with generally accepted accounting principles and should be read
in
conjunction with the Company’s audited financial statements at, and for the
fiscal year ended March 31, 2007.
The
results reflected for the six months ended September 30, 2007 are not
necessarily indicative of the results for the entire fiscal year.
The
Company’s consolidated financial statements have been prepared
assuming the Company will continue as a going concern, which
contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. Management of the Company expects
that cash balances at September 30, 2007 will be adequate to
maintain its corporate existence. However, no assurance can be
provided that these results will materialize.
Ultimately,
the Company’s ability to continue as a going concern is dependent upon its
ability to attract new sources of capital, establish an acquisition or reverse
merger candidate with continuing operations, attain a reasonable threshold
of
operating efficiencies and achieve profitable continuing
operations.
Currently
the Company has closed all operations and has no continuing business
operations. The Company is operating as a public shell and its
business operations consist of management seeking merger and acquisition
candidates with ongoing operations and the collection of receivables from its
discontinued operations. The Company has no existing funding
commitments and is presently under no contractual obligation to make any
investment or acquisition.
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
CONDENSED BALANCE SHEETS
SEPTEMBER
30, 2007 AND MARCH 31, 2007
|
|
|
September 30
2007
|
|
|
March 31
2007
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
Cash
|
|
$
|
903,465
|
|
|
$
|
941,906
|
|
|
Accounts
receivable
|
|
|
60
|
|
|
|
60
|
|
|
Current
portion of non-current receivable related party
|
|
|
|
|
|
|
98,860
|
|
|
TOTAL
CURRENT ASSETS
|
|
|
903,525
|
|
|
|
1,040,826
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
Securities
available for sale
|
|
|
200,983
|
|
|
|
243,580
|
|
|
TOTAL
OTHER ASSETS
|
|
|
200,983
|
|
|
|
243,580
|
|
|
TOTAL
ASSETS
|
|
$
|
1,104,508
|
|
|
$
|
1,284,406
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Management
fees – related party
|
|
$
|
225,315
|
|
|
$
|
349,575
|
|
|
Management
fees from discontinued operations - related
|
|
|
50,987
|
|
|
|
54,112
|
|
|
TOTAL
CURRENT LIABILITIES
|
|
|
276,302
|
|
|
|
403,687
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Long-term
debt, less current portion related parties
|
|
|
0
|
|
|
|
0
|
|
|
TOTAL
LIABILITIES
|
|
|
276,302
|
|
|
|
0
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
Common
stock-par value $.01; authorized 20,000,000 shares, issued 6,970,118
shares at September 30, 2007 and March 31, 2007
|
|
|
69,701
|
|
|
|
69,701
|
|
|
Preferred
stock-par value $.01; authorized 10,000,000 shares, issued 0 shares
at September 30, 2007 and March 31, 2007
|
|
|
0
|
|
|
|
0
|
|
|
Additional
paid-in capital
|
|
|
8,076,340
|
|
|
|
8,076,340
|
|
|
Unrealized
gain on investments
|
|
|
168,162
|
|
|
|
205,580
|
|
|
Accumulated
deficit
|
|
|
(7,437,559
|
)
|
|
|
(7,422,464
|
)
|
|
Treasury
stock at cost - 25,000 shares
|
|
|
(48,438
|
)
|
|
|
(48,438
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS' EQUITY
|
|
|
828,206
|
|
|
|
880,719
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
1,104,508
|
|
|
$
|
1,284,406
|
|
See
accompanying Notes to Consolidated Condensed Financial Statements
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
SIX
MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006
|
|
|
September 30
2007
(Unaudited)
|
|
|
September 30
2006
(Unaudited)
|
|
|
REVENUES
|
|
|
|
|
|
|
|
Interest
and dividends
|
|
$
|
524
|
|
|
$
|
20,703
|
|
|
Realized
gain from sales of securities available for sale
|
|
|
82,234
|
|
|
|
236,274
|
|
|
Miscellaneous
income
|
|
|
0
|
|
|
|
3,035
|
|
|
TOTAL
REVENUES
|
|
|
82,758
|
|
|
|
260,012
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
80,046
|
|
|
|
46,722
|
|
|
Interest
expense
|
|
|
0
|
|
|
|
10,440
|
|
|
TOTAL
OPERATING EXPENSES
|
|
|
80,046
|
|
|
|
57,162
|
|
|
INCOME
FROM CONTINUING OPERATIONS
|
|
|
2,712
|
|
|
|
202,850
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
0
|
|
|
|
0
|
|
|
INCOME
FROM CONTINUING OPERATIONS
|
|
|
2,712
|
|
|
|
202,850
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
/ (LOSS) FROM DISCONTINUED OPERATIONS
|
|
|
(17,807
|
)
|
|
|
63,681
|
|
|
NET
INCOME / (LOSS)
|
|
|
(15,095
|
)
|
|
|
266,531
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
|
|
Unrealized
gain on securities
|
|
|
44,816
|
|
|
|
214,656
|
|
|
Less:
reclassification adjustment for Gain included in net
income
|
|
|
(82,234
|
)
|
|
|
(236,274
|
)
|
|
TOTAL
OTHER COMPREHENSIVE LOSS
|
|
|
(37,418
|
)
|
|
|
(21,618
|
)
|
|
COMPREHENSIVE
INCOME / (LOSS)
|
|
$
|
(52,513
|
)
|
|
$
|
244,913
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
6,945,118
|
|
|
|
6,945,118
|
|
|
NET
INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS
|
|
$
|
0.00
|
|
|
$
|
0.03
|
|
|
NET
INCOME PER COMMON SHARE FROM DISCONTINUED OPERATIONS
|
|
|
0.00
|
|
|
|
0.01
|
|
|
NET
INCOME PER COMMON SHARE
|
|
$
|
0.00
|
|
|
$
|
0.04
|
|
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
THREE
MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006
|
|
|
September
30
2007
(Unaudited)
|
|
|
September 30
2006
(Unaudited)
|
|
|
REVENUES
|
|
|
|
|
|
|
|
Interest
and dividends
|
|
$
|
366
|
|
|
$
|
8,063
|
|
|
Realized
gain from sales of securities available for
sale
|
|
|
25,379
|
|
|
|
40,450
|
|
|
Miscellaneous
income
|
|
|
0
|
|
|
|
0
|
|
|
TOTAL
REVENUES
|
|
|
25,745
|
|
|
|
48,513
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
66,056
|
|
|
|
20,805
|
|
|
Interest
expense
|
|
|
0
|
|
|
|
4,264
|
|
|
TOTAL
OPERATING EXPENSES
|
|
|
66,056
|
|
|
|
25,069
|
|
|
INCOME/(LOSS)
FROM CONTINUING OPERATIONS
|
|
|
(40,311
|
)
|
|
|
23,444
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
0
|
|
|
|
0
|
|
|
INCOME/(LOSS)
FROM CONTINUING OPERATIONS
|
|
|
(40,311
|
)
|
|
|
23,444
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME/(LOSS)
FROM DISCONTINUED OPERATIONS
|
|
|
(3,473
|
)
|
|
|
89,549
|
|
|
NET
INCOME/(LOSS)
|
|
|
(43,784
|
)
|
|
|
112,993
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
|
|
Unrealized
gain on securities
|
|
|
(10,629
|
)
|
|
|
103,156
|
|
|
Less:
reclassification adjustment for Gain included in net
income
|
|
|
(25,379
|
)
|
|
|
(40,450
|
)
|
|
TOTAL
OTHER COMPREHENSIVE INCOME / (LOSS)
|
|
|
(36,008
|
)
|
|
|
62,706
|
|
|
COMPREHENSIVE
INCOME / (LOSS)
|
|
$
|
(79,792
|
)
|
|
$
|
175,699
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
6,945,118
|
|
|
|
6,945,118
|
|
|
NET
INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
|
NET
INCOME PER COMMON SHARE FROM DISCONTINUED OPERATIONS
|
|
|
0.00
|
|
|
|
0.01
|
|
|
NET
INCOME PER COMMON SHARE
|
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS
SIX
MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006
|
|
|
September 30
2007
(Unaudited)
|
|
|
September 30
2006
(Unaudited)
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income from continuing operations
|
|
$
|
2,712
|
|
|
$
|
202,850
|
|
|
Net
income/(loss) from discontinued operations
|
|
|
(17,807
|
)
|
|
|
63,681
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net income (loss) to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
Realized
gain from sales of securities available for sale
|
|
|
82,234
|
|
|
|
233,433
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in:
|
|
|
|
|
|
|
|
|
|
Value
of marketable securities
|
|
|
(39,637
|
)
|
|
|
(259,124
|
)
|
|
Increase
(decrease) in:
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
(127,385
|
)
|
|
|
(71,679
|
)
|
|
Accrued
liabilities/comprehensive income
|
|
|
(37,418
|
)
|
|
|
(36,879
|
)
|
|
NET
CASH PROVIDED BY (REQUIRED BY) OPERATING ACTIVITIES
|
|
|
(137,301
|
)
|
|
|
132,282
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances
made to provider for expenses
|
|
|
0
|
|
|
|
(129,070
|
)
|
|
Collection
of provider receivables
|
|
|
0
|
|
|
|
137,284
|
|
|
(Increase)
decrease in:
|
|
|
|
|
|
|
|
|
|
Non-current
receivables
|
|
|
0
|
|
|
|
6,197
|
|
|
Loan
made evidenced by notes receivable-related party
|
|
|
98,860
|
|
|
|
6,313
|
|
|
Proceeds
from sale of securites available for sale
|
|
|
0
|
|
|
|
2,841
|
|
|
NET
CASH PROVIDED BY (REQUIRED BY)
|
|
|
|
|
|
|
|
|
|
INVESTING
ACTIVITIES
|
|
|
98,860
|
|
|
|
23,565
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Proceeds
of long-term debt
|
|
|
0
|
|
|
|
0
|
|
|
Repayment
of long-term debt
|
|
|
|
|
|
|
(123,741
|
)
|
|
NET
CASH PROVIDED BY (REQUIRED BY) FINANCING
ACTIVITIES
|
|
|
0
|
|
|
|
(123,741
|
)
|
|
INCREASE
(DECREASE)IN CASH
|
|
|
(38,441
|
)
|
|
|
32,106
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
– BEGINNING
|
|
|
941,906
|
|
|
|
46,254
|
|
|
CASH
– END
|
|
$
|
903,465
|
|
|
$
|
78,360
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
PAID DURING THE PERIOD FOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
0
|
|
|
$
|
14,643
|
|
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2007
1. COMMENTS
The
accompanying unaudited consolidated condensed financial statements, which are
for interim periods, do not include all disclosure provided in the annual
consolidated financial statements. These unaudited consolidated
condensed financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto contained in the Annual
Report on Form 10-KSB for the year ended March 31, 2007 of T.H. Lehman &
Co., Incorporated and Subsidiaries (the "Company"), as filed with the Securities
and Exchange Commission. The March 31, 2007 consolidated condensed
balance sheet was derived from audited consolidated financial statements, but
does not include all disclosures required by generally accepted accounting
principles.
In
the
opinion of the Company, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (which are of a normal recurring
nature) necessary for a fair presentation of the financial statements. The
results of operations for the six months ended September 30, 2007 are not
necessarily indicative of the results to be expected for the full fiscal
year.
Outlook
–As
of September 30, 2007, the Company had no continuing business
operations. Any perceived value in the Company is both speculative
and intangible in nature. The Company is operating as a public shell
and itsbusiness operations consist of management seeking merger and
acquisitioncandidates with ongoing operations and the collection of receivables
from its discontinued operations.
The
Company’s consolidated financial statements have been prepared assuming the
Company will continue as a going concern, which contemplates the realization
of
assets and satisfaction of liabilities in the normal course of
business. Management of the Company expects that cash balances at
September 30, 2007 will be adequate to maintain its corporate
existence. However, no assurance can be provided that these results
will materialize.
Ultimately,
the Company’s ability to continue as a going concern is dependent upon its
ability to attract new sources of capital, establish an acquisition or reverse
merger candidate with continuing operations, attain a reasonable threshold
of
operating efficiencies and achieve profitable continuing
operations.
2. RELATED
PARTY TRANSACTIONS
The Company has its
corporate headquarters in Houston, Texas, where it shares
office space and personnel with an entity for which a
principal stockholder of the Company serves as an unpaid consultant. The Company
has entered into agreements with this entity whereby that entity will provide
various accounting, administrative
and managerial services for the Company
and certain of its subsidiaries for stipulated monthly fees. The agreements
are
for 12 months and they automatically renew for an additional 12 month
period if not terminated within 60 days of the
end of the current term.
Certain of the
Company's creditors are related as a result of one
of the Company's principal stockholders being a
consultant to these entities.
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2007
During
previous fiscal years the Company entered into formal note arrangements with
its
chairman regarding advances made by the Company to an entity controlled by
the
chairman. The terms of the notes required annual 6% interest payments
and all remaining balances were due at the end of three years. The
principal balances of these notes total $91,000. The Company received
an interest only check for $10,253 on the above notes in June
2006. In June 2007 the Company received payment in full on these
notes.
3 OTHER
TRANSACTIONS
During
the year ended March 31, 2006 the Company deposited approximately $80,000 in
fees receivable in a bank account, which was controlled by the Company but
was
in the name of a former client/provider who also had signature authority over
the account. The former client removed $73,919 from the account
without authority from the Company and has refused to return the funds to the
Company. The Company is considering its legal options to affect the
return to the Company of these funds. The Company feels a settlement
can be reached for a return of a majority of these funds less any legal
costs. As such the Company has recorded an allowance based on
management’s estimate of realization.
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SEPTEMBER
30, 2007
Plan
of
Operation:
The
Company is presently focused on maintaining the corporate entity and seeking
new
business opportunities. The Company will need working capital
resources to maintain the Company’s status and to fund other anticipated costs
and expenses during the year ending March 31, 2008 and beyond. The
Company’s ability to continue as a going concern is dependent on the Company’s
ability to raise capital to, at a minimum, meet its corporate maintenance
requirements. If the Company is able to acquire an ongoing business
and/or technology that must be exploited, it would need additional capital
until
and unless that prospective operation is able to generate positive working
capital sufficient to fund the Company’s cash flow requirements from
operations.
Critical
Accounting Policies:
The
discussion of the financial condition and results of operations are basedupon
the unaudited consolidated condensed financial statements, which have been
prepared in conformity with accounting principles generally accepted in the
United States. As such, management is required to make certain estimates,
judgments and assumptions that are believed to be reasonable based on the
information available. These estimates and assumptions affect the reported
amount of assets and liabilities, revenues and expenses, and disclosure of
contingent assets and liabilities at the date of the financial statements.
Actual results may differ from these estimates under different assumptions
or
conditions.
Critical
accounting policies are defined as those that are reflective of significant
judgments and uncertainties, and potentially result in materially different
results under different assumptions and conditions. The Company has
determined that the following accounting policies and estimates critical to
the
understanding of the Company’s consolidated financial statements.
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SEPTEMBER
30, 2007
Revenue
Recognition and Allowance for Doubtful Accounts:
The
Company derived its management fee (discontinued operations) revenue underthe
contractual provisions between the Company as the manager and the professional
health care provider. The Company earned its management fee based on
a percentage of net revenue to be derived by the health care provider. This
management fee was recorded in the accounting records on an accrual basis as
a
percentage of the professional health care company's net revenues, which
gaveeffect to the difference between, established charges and estimated
third-partypayer payments. The Company further provided an allowance
for doubtful accountsto reduce its receivables to their net realizable value
based on estimates by management for general factors such as the aging of the
receivables and historical collection experience.
Six
Months Ended September 30, 2007 Compared to Six Months Ended Sepeember 30,
2006
Statements
of Operations for continuing operations:
Revenues
totaled $82,758 during the six months ended September 30, 2007, 68%lower than
the prior year's revenues of $260,012 for the same six month
period. The realized gain for securities sold was $82,234 for period
in 2007 compared to $236,274 for the same period in 2006. General and
Administrative expenses were $80,046 for the period ending September 30, 2007
and $46,722 for the period ending September 30, 2006. The increase is
due to an increase in Professional fees. Interest expense was $0 for
period ending September 30, 2007 compared to $10,440 for the period ending
September 30, 2006. All of the note payables were paid in full by
year end March 31, 2007.
Statements
of Operations for discontinued operations:
Revenues
were $17,501 (included in the Loss from Discontinued operations line item)
during the six months ended September 30, 2007 and $133,000 for the six months
ended September 30, 2006. The revenues are the amounts collected in
excess of the Company’s estimated realization of provider receivables as of
March 31, 2007. General and Administrative expenses decreased to
$35,308 from $69,319 mainly due to a decrease in professional fees and
collection expenses related to discontinued operations.
Three
Months Ended September 30, 2007 Compared to Three Months Ended September 30,
2006
Statements
of Operations for continuing operations:
Revenues
totaled $25,745 during the three months ended June 30, 2007, 47%lower than
the
prior year's revenues of $48,513 for the same three month period. The
realized gain for securities sold was $25,379 for the first quarter in 2007
compared to $40,450 for the first quarter in 2006. General and
Administrative expenses were $66,056 for the period ending June 30, 2007 and
$25,805 for the period ending June 30, 2006. The increase is due to
an increase in Professional fees. Interest expense was $0 for period
ending June 30, 2007 compared to $4,264 for the period ending June 30,
2006. All of the note payables were paid in full by year end March
31, 2007.
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SEPTEMBER
30, 2007
Statements
of Operations for discontinued operations:
Revenues
were $7,500 (included in the Loss from Discontinued operations line item) during
the three months ended September 30, 2007 and $133,000 for the three months
ended September 30, 2006. The revenues are the amounts collected in
excess of the Company’s estimated realization of provider receivables as of
March 31, 2007. General and Administrative expenses decreased to
$10,973 from $43,451 mainly due to a decrease in professional fees and
collection expenses related to discontinued operations.
Liquidity,
Capital Resources and Income Taxes:
At
September 30, 2007 cash amounted to $903,465 a decrease of $38,441 from the
cash
balance of $941,906 at March 31, 2007. The cash will be used to fund
operations.
The
Company's primary source of liquidity has been the cash it has obtained from
the
liquidation of its investment portfolio, distribution of HPB’s profit, and
collection of medical accounts receivable.
The
Company anticipates that internally generated cash will be sufficient to finance
overall operations.
The
Company’s consolidated financial statements have been prepared assuming the
Company will continue as a going concern, which contemplates the realization
of
assets and satisfaction of liabilities in the normal course of
business. Management of the Company expects that cash balances at
September 30, 2007will be adequate to maintain its corporate
existence. However, no assurance can be provided that these results
will materialize.
Ultimately,
the Company’s ability to continue as a going concern is dependent upon its
ability to attract new sources of capital, establish an acquisition or reverse
merger candidate with continuing operations, attain a reasonable threshold
of
operating efficiencies and achieve profitable continuing
operations.
The
Company is continually seeking to acquire businesses and
may be in various stages of negotiations at any
point in time which may or may not result in
consummation of a transaction. To provide funding for such
acquisitions it may take a number of actions including (i) selling of its
existing investments (ii) use of
available working capital (iii) seeking
short or long term loans (iv) issuing stock. In addition,
the Company may seek additional equity funds if
needed. These sources of capital may be both conventional and non-
traditional. The Company has
no existing funding commitments and
is presently under no contractual obligation to make any
investment or acquisition.
At
March 31, 2007,
the Company had an operating tax loss
carry forward of approximately $4,759,000.
Impact
of
Inflation and Other Business Conditions:
Generally, increases
in the Company's operating costs approximate the rate of
inflation. In the opinion of management, inflation has not had a material effect
on the operation of the Company. The Company has historically been able to
react
effectively to increases in labor or other operating costs through a combination
of greater productivity and selective price increases where
allowable.
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SEPTEMBER
30, 2007
Controls
and Procedures:
Within
90
days prior to the date of this report, we carried out an evaluation, under
the
supervision and with the participation of our management including the Company’s
Acting Chief Executive Officer and Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
the
Acting Chief Executive Officer and Principal Financial Officer concluded that
our disclosure controls and procedures are effective.
There
have been no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date we carried
out this evaluation.