UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
, D.C.
20549
FORM
10-K/A
(Amendment
No. 1)
|
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
|
For the
fiscal year ended March 31, 2008.
OR
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
|
For the transition period
from to .
Commission
file number 2-87738
T.H.
LEHMAN
&
CO., INCORPORATED
(Exact
name of small business issuer as specified in its charter)
|
Delaware
|
22-2442356
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S./Employer
Identification No.)
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1155
Dairy Ashford Rd., Suite 650, Houston, Texas 77079
(Address
of principal executive offices)
Issuer's
telephone number, including area code: (281) 870-1197
Securities
registered under Section 12(b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $.01 par value
Preferred
Stock, $.01 par value
Indicate
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.
Yes
o
No
x
Indicate
if the registrant is not required to file pursuant to Section 13 or Section
15(d) of the Act.
Yes
o
No
x
Indicate
whether the registrant (1) filed all reports required to be filed by Section
13 or
15(d) of the Exchange Act 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.
Yes
x
No
o
Indicate
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Park III of this Form 10-K or any amendment to this Form 10-K
x
Indicate
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.
|
Large
accelerated filer
o
|
Non-accelerated
filer
o
|
Accelerated
filer
o
|
Smaller
reporting company
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.
Yes
o
No
x
The
registrant’s revenues for the fiscal year ended March 31, 2008 were
$98,672.
The
aggregate market value of the voting stock held by non-affiliates, of the
registrant is approximately $3,203,504.70
as of May
6, 2008. This is based on 5,824,554 shares of common stock held by
non-affiliates. (Based upon the price at which the common stock was sold or the
average bid and asked of such common stock for the last trading date prior to
that date).
The
number of shares outstanding of the issuer’s class of common stock as of May 6,
2008 was 6,970,118.
T
AB
LE OF CONTENTS
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Page
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PART I.
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Item 1.
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Description
of Business
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3
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Item 2.
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Description
of Property
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4
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Item 3.
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Legal
Proceedings
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4
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Item 4.
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Submission
of Matters to a Vote of Security Holders
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4
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PART II.
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Item 5.
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Market
for Common Equity and Related Stockholder Matters
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4
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Item 6.
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Management’s
Discussion and Analysis or Plan of Operation…
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4
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Item 7.
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Financial
Statements
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6
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Item 8.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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6
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Item 8A.
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Controls
and Procedures
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6
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PART III.
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Item 9.
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Directors,
Executive Officers, Promoters, and Control Persons; Compliance with
Section 16(a) of the Exchange Act
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7
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Item 10.
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Executive
Compensation
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7
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Item 11.
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Security
Ownership of Certain Beneficial Owners
and Management
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8
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Item 12.
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Certain
Relationships and Related Transactions
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8
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PART IV.
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Item 13.
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9
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F-1
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F-2
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F-3
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F-7
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EXPLANATORY
NOTE
T.H.
Lehman & Co., Incorporated (referred to as the
"Company or Registrant") is filing this Amendment No. 1 on Form 10-K/A
(“Amendment No. 1”) to amend its Annual Report on Form 10-K for the fiscal year
ended March 31, 2008 originally filed with the Securities and Exchange
Commission (“the SEC”) on June 27, 2008 (“the Original Filing”) to
amend Item 13. The Company is filing this Amendment No. 1 for
the purpose of reflecting the proceeds received from the sale of
securities available for sale in the Consolidated Statements of Cash
Flows.
This
Amendment No. 1 amends only the item of the Original Filing as specified above,
and all other portions of the Original Filing remain in effect and have not been
amended to reflect events and developments since the original June 27, 2008
filing date. In accordance with Rule 12b-15 of the Exchange Act, this
Amendment No. 1 on Form 10-K/A sets forth the complete text of Item 13 of Part
IV of the Registrant’s Form 10-K for the year ended March 31, 2008, as
amended.
PART
IV
I
TE
M 13. EXHIBITS AND REPORTS ON FORM
10-K
The
following documents are filed as a part of this report:
Independent
Auditor's Report
Consolidated
Balance Sheets
As
of March 31, 2008 and 2007
Consolidated
Statements of Operations
Years
Ended March 31, 2008 and 2007
Consolidated
Statements of Changes in Stockholders' Equity
Years
Ended March 31, 2008 and 2007
Consolidated
Statements of Cash Flows
Years
Ended March 31, 2008 and 2007
Notes to
Consolidated Financial Statements
|
|
(a)
|
Financial Statements
- See Index to Financial Statements at Page
F-1.
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Exhibit
No. Exhibit
|
3.1
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Certificate of Incorporation
of T.H. Lehman & Co., Incorporated (the
Company) as amended.*
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3.2
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By-laws of the
Company. Incorporated by reference from the Company's Form 8-A dated
October 31, 1984 for Registration of
Certain
Classes of Securities Pursuant to Section 12(b) or (g) of the Securities
Exchange
Act of 1934.*
|
*These items
have been previously submitted and are therefore incorporated only
by reference.
Individual financial statements of the Company are not furnished
because
consolidated financial statements are furnished.
T.
H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
FINANCIAL STATEMENTS
YEARS
ENDED MARCH 31, 2008 AND MARCH 31, 2007
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS:
|
Report
of Independent Registered Public Accounting Firm
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F-2
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Consolidated
Balance Sheets
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March
31, 2008 and 2007
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F-3
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Consolidated
Statements of Operations and Comprehensive Income (Loss)
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Years
Ended March 31, 2008 and 2007
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F-4
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Consolidated
Statements of Stockholders' Equity
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Years
Ended March 31, 2008 and 2007
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F-5
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Consolidated
Statements of Cash Flows
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Years
Ended March 31, 2008 and 2007
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F-6
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Notes
to Consolidated Financial Statements
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F-7
|
R
EP
ORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the
Board of Directors
T.H.
Lehman & Co., Incorporated
I have
audited the consolidated balance sheets of T.H. Lehman & Co., Incorporated
and Subsidiaries (the "Company") as of March 31, 2008 and 2007 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended. These consolidated financial statements fare
the responsibility of the Company's management. My responsibility is
to express an opinion on these consolidated financial statements based on my
audits.
I
conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement. An audit includes consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, I express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial statement
presentation. I believe my audits provide a reasonable basis for my
opinion.
In my
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial positions of T.H. Lehman
& Co., Incorporated and Subsidiaries as of March 31, 2008 and 2007 and the
results of their operations and their cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to
the consolidated financial statements, the Company had limited liquid resources,
recurring losses, and is seeking to implement its business plan, which requires
the Company to acquire or develop a business. These matters raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also discussed in Note 1. The consolidated
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.
/s/
JEFFREY S. GILBERT, CPA
Los
Angeles, California
June 25,
2008
T.
H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
MARCH 31,
2008 AND MARCH 31, 2007
|
ASSETS
|
|
|
|
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|
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|
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2008
|
|
|
2007
|
|
|
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CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
530,130
|
|
|
$
|
941,906
|
|
|
Accounts
receivable – related party
|
|
|
48,902
|
|
|
|
60
|
|
|
Accounts
receivable
|
|
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27,461
|
|
|
|
0
|
|
|
Current
portion of non-current receivable - related party
|
|
|
0
|
|
|
|
98,860
|
|
|
TOTAL
CURRENT ASSETS
|
|
|
606,493
|
|
|
|
1,040,826
|
|
|
|
|
|
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OTHER
ASSETS
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|
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Securities
available for sale
|
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|
162,118
|
|
|
|
243,580
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|
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TOTAL
OTHER ASSETS
|
|
|
162,118
|
|
|
|
243,580
|
|
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TOTAL
ASSETS
|
|
$
|
768,611
|
|
|
$
|
1,284,406
|
|
|
|
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|
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LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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|
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CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Management
fees – related party
|
|
$
|
0
|
|
|
$
|
349,575
|
|
|
Management
fees from discontinued operations - related party
|
|
|
0
|
|
|
|
54,112
|
|
|
TOTAL
CURRENT LIABILITIES
|
|
|
0
|
|
|
|
403,687
|
|
|
TOTAL
LIABILITIES
|
|
|
0
|
|
|
|
403,687
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
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|
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STOCKHOLDERS'
EQUITY
|
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Common
stock-par value $.01; authorized 20,000,000 shares, issued 6,970,118
shares at March 31, 2008 and 2007
|
|
|
69,701
|
|
|
|
69,701
|
|
|
Preferred
stock-par value $.01; authorized 10,000,000 shares, issued 0 shares at
March 31, 2008 and 2007
|
|
|
0
|
|
|
|
0
|
|
|
Additional
paid-in capital
|
|
|
8,076,340
|
|
|
|
8,076,340
|
|
|
Unrealized
gain on investments
|
|
|
136,717
|
|
|
|
205,580
|
|
|
Accumulated
deficit
|
|
|
(7,465,710
|
)
|
|
|
(7,422,464
|
)
|
|
Treasury
stock at cost - 25,000 shares
|
|
|
( 48,438
|
)
|
|
|
( 48,438
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
768,611
|
|
|
|
880,719
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
|
|
$
|
768,611
|
|
|
$
|
1,284,406
|
|
See
accompanying Notes to Consolidated Financial Statements
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEARS
ENDED MARCH 31, 2008 AND MARCH 31, 2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
|
|
|
|
|
|
Interest
and dividends
|
|
$
|
1,119
|
|
|
$
|
28,218
|
|
|
Realized
gain from sales of securities
|
|
|
|
|
|
|
|
|
|
Available
for sale
|
|
|
85,459
|
|
|
|
1,351,824
|
|
|
Miscellaneous
income
|
|
|
12,094
|
|
|
|
7,222
|
|
|
TOTAL
REVENUES
|
|
|
98,672
|
|
|
|
1,387,264
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
114,441
|
|
|
|
79,343
|
|
|
Interest
expense
|
|
|
0
|
|
|
|
11,778
|
|
|
TOTAL
OPERATING EXPENSES
|
|
|
114,441
|
|
|
|
91,121
|
|
|
INCOME/(LOSS)
FROM CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
|
|
BEFORE
INCOME TAXES
|
|
|
( 15,769
|
)
|
|
|
1,296,143
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
0
|
|
|
|
0
|
|
|
INCOME/(LOSS)
FROM CONTINUING OPERATIONS
|
|
|
( 15,769
|
)
|
|
|
1,296,143
|
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS)
FROM DISCONTINUED OPERATIONS
|
|
|
( 27,477
|
)
|
|
|
( 35,322
|
)
|
|
NET
INCOME / (LOSS)
|
|
|
( 43,246
|
)
|
|
|
1,260,821
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
|
|
Unrealized
gain on securities
|
|
|
16,596
|
|
|
|
649,683
|
|
|
Less: reclassification
adjustment for gain included in net income
|
|
|
( 85,459
|
)
|
|
|
(1,351,824
|
)
|
|
TOTAL
OTHER COMPREHENSIVE INCOME/(LOSS)
|
|
|
( 68,863
|
)
|
|
|
( 702,141
|
)
|
|
COMPREHENSIVE
INCOME
|
|
$
|
( 112,109
|
)
|
|
$
|
558,680
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON
|
|
|
|
|
|
|
|
|
|
SHARES
OUTSTANDING
|
|
|
6,945,118
|
|
|
|
6,945,118
|
|
|
NET
INCOME/LOSS PER COMMON SHARE FROM
|
|
|
|
|
|
|
|
|
|
CONTINUING
OPERATIONS
|
|
$
|
(0.00
|
)
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME/(LOSS) PER COMMON SHARE
|
|
|
|
|
|
|
|
|
|
FROM
DISCONTINUED OPERATIONS
|
|
|
(0.00
|
)
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME/LOSS PER COMMON SHARE
|
|
$
|
(0.01
|
)
|
|
$
|
0.18
|
|
See
accompanying Notes to Consolidated Financial Statements
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS
ENDED MARCH 31, 2008 AND MARCH 31, 2007
BALANCE
|
|
|
Common Stock
|
|
|
Additional
|
|
|
|
|
|
Unreal.Gain
on
|
|
|
Treasury Stock
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Sec
Avail.
|
|
|
for
Shares
|
|
|
|
|
|
|
|
Issued
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
for sale
|
|
|
Held
|
|
|
Amount
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,970,118
|
|
|
$
|
69,701
|
|
|
$
|
8,076,340
|
|
|
$
|
(8,683,285
|
)
|
|
$
|
907,721
|
|
|
|
25,000
|
|
|
$
|
(48,438
|
)
|
|
$
|
322,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
loss on securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(702,141
|
)
|
|
|
|
|
|
|
|
|
|
|
(
702,141
|
)
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,260,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,260,821
|
|
|
BALANCE,
March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,970,118
|
|
|
|
69,701
|
|
|
|
8,076,340
|
|
|
|
(7,422,464
|
)
|
|
|
205,580
|
|
|
|
25,000
|
|
|
|
(48,438
|
)
|
|
|
880,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
loss on securities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
68,863
|
)
|
|
|
|
|
|
|
|
|
|
|
( 68,863
|
)
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( 43,246
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( 43,246
|
)
|
|
BALANCE,
March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,970,118
|
|
|
$
|
69,701
|
|
|
$
|
8,076,340
|
|
|
$
|
(7,465,710
|
)
|
|
$
|
136,717
|
|
|
|
25,000
|
|
|
$
|
(48,438
|
)
|
|
$
|
768,611
|
|
See
accompanying Notes to Consolidated Financial Statements
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
YEARS
ENDED MARCH 31, 2008 AND MARCH 31, 2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income/(loss) from continuing operations
|
|
$
|
( 15,769
|
)
|
|
$
|
1,296,143
|
|
|
Net(loss)
from discontinued operations
|
|
|
( 27,477
|
)
|
|
|
( 35,322
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net income/(loss) to
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Realized
gain from sales of securities available for sale
|
|
|
( 85,459
|
)
|
|
|
(1,351,824
|
)
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in:
|
|
|
|
|
|
|
|
|
|
Accounts
receivable – related party
|
|
|
( 48,842
|
)
|
|
|
( 60
|
)
|
|
Accounts
receivable
|
|
|
( 27,461
|
)
|
|
|
0
|
|
|
Increase
(decrease) in:
|
|
|
|
|
|
|
|
|
|
Accounts
payable –management fees-related party
|
|
|
( 403,687
|
)
|
|
|
( 384,830
|
)
|
|
NET
CASH PROVIDED/(USED) FOR OPERATING ACTIVITIES
|
|
|
( 608,695
|
)
|
|
|
( 475,893
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
made evidenced by notes receivable
|
|
|
0
|
|
|
|
( 98,843
|
)
|
|
Collection
of notes receivable
|
|
|
0
|
|
|
|
202,793
|
|
|
Decrease
in non-current receivables
|
|
|
0
|
|
|
|
49,359
|
|
|
Loan
made/(paid) evidenced by notes receivable-related party
|
|
|
98,860
|
|
|
|
( 42,607
|
)
|
|
Decrease
in non-current receivables related party
|
|
|
0
|
|
|
|
45,000
|
|
|
Proceeds
from sale of securities available for sale net of current year
purchases
|
|
|
98,059
|
|
|
|
1,639,173
|
|
|
NET
CASH PROVIDED FROM INVESTING ACTIVITIES
|
|
|
196,919
|
|
|
|
1,794,875
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment
of long-term debt
|
|
|
0
|
|
|
|
( 423,330
|
)
|
|
NET
CASH (USED)/PROVIDED BY FINANCING ACTIVITIES
|
|
|
0
|
|
|
|
( 423,330
|
)
|
|
INCREASE
IN CASH
|
|
|
(
411,776
|
)
|
|
|
895,652
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
– BEGINNING OF YEAR
|
|
|
941,906
|
|
|
|
46,254
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
- END OF YEAR
|
|
$
|
530,130
|
|
|
$
|
941,906
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
PAID DURING THE PERIODS FOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
0
|
|
|
$
|
26,103
|
|
See
accompanying Notes to Consolidated Financial Statements
T
.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,
2008 AND 2007
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Outlook
– As of March 31, 2008, 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 its business operations consist of management seeking merger and acquisition
candidates with ongoing operations and the collection of receivables from its
discontinued operations.
Cash
totaled $530,130 at March 31, 2008. The Company had nominal revenues
from continuing operations for the year ended March 31, 2008. The
Company’s cash will be used to fund 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.
Ultimately,
the Company’s ability to continue as a going concern is dependent upon it’s
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 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.
Current Accounting Pronouncements
– In
December 2007, the FASB issued SFAS No. 141(revised 2007),
Business Combinations
(“SFAS
No. 141R”), which revises currentpurchase accounting guidance in SFAS No. 141,
Business
Combinations
. SFAS No. 141Rrequires most assets acquired and
liabilities assumed in a business combinationto be measured at their fair values
as of the date of acquisition. SFAS No. 141R alsomodifies the initial
measurement and subsequent re-measurement of contingent considerationand
acquired contingencies, and requires that acquisition related costs be
recognizedas expense as incurred rather than capitalized as part of the cost of
the acquisition.SFAS No. 141R is effective for fiscal years beginning after
December 15, 2008 (the Company’s fiscal 2009) and is to be applied prospectively
to business combinationsoccurring after adoption. The impact of SFAS
No. 141R on the Company’s consolidatedfinancial statements will depend on the
nature and extent of the Company’s future acquisition activities.
In
February 2007, the FASB issued SFAS No. 159, “
The Fair Value Option for Financial
Assets and Liabilities
”. This Statement permits entities to
choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities different without
having to apply complex hedge accounting provisions. The fair value
option established by this Statement permits all entities to choose to measure
eligible items at fair value at specified election dates. A business
entity shall report unrealized gains and losses on items for which the fair
value option has been elected in earnings (or another performanceindicator if
the business entity does not report earnings) at each subsequent reporting
date. This Statement is effective as of the beginning of an entity’s
first fiscal year that begins after November 15, 2007. The Company
does not believe that the adoption of SFAS 159 will have a material affect on
our financial statements.
In
September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements
,
which establishes a standard definition for fair value, provides a framework
under generally accepted accounting principles for measuring fair value, and
expands disclosure requirements for fair value measurements. FASB
Staff Position (“FSP”) No. FAS 157-b,
Effective Date of FASB No
157
, issued in December 2007, delays the effective date of SFAS No. 157
to annual reporting periods beginning after November 15, 2008 for all
non-financial assets and non-financial liabilities, except those that are
recognized or disclosed at fair market value in the financials statements on a
recurring basis. The remaining provisions of SFAS No. 157 are
effective for annual reporting periods beginning after November 15,
2007. The adoption of SFAS No. 157 may require increased disclosures
in the Company’s consolidated financial statements.
In December 2007, the FASB
issued SFAS No. 160, “
Noncontrolling
Interests in Consolidated Financial Statements”
.
This
Statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. This Statement
changes the way the consolidated income statement is presented. It requires
consolidated net income to be reported at
amounts
that include the amounts attributable to both the parent and the noncontrolling
interest. It also requires disclosure, on the face of the consolidated statement
of income, of the amounts of consolidated net income attributable
to the parent and to the
noncontrolling interest. The adoption of SFAS No. 160 may
require
increased disclosures in the Company’s consolidated financial
statements.
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,
2008 AND 2007
Description of the Business
- T.H. Lehman &
Co., Incorporated, a Delaware corporation, had provided medical business
management services including billing and collection in California through one
of its wholly-owned subsidiaries.
During
June 2004 the management of the Company decided to disengage itself from the
medical business management segment of its business. This was the
only significant operation of the Company. Management based its
decision in part on the expected negative impact of California’s new workers’
compensation legislation on the medical providers that the Company
manages. Therefore the remaining medical business management
operations are reflected on the statement of operations as discontinued
operations.
The
Company wound down its medical business management office in February 2005, the
date its medical office lease expired. In February 2005 the Company
had closed all its patients’ cases and final billed all the services rendered by
the providers, and, for the patients that could not be finalized, referred them
to other providers, but billed through the date that the providers had rendered
services. The Company has engaged a consultant to follow up on
collections for all its receivables that have been assigned to the medical
business management entity. The collection of these receivables is
significantly complete. The Company does not expect significant
collections nor incurring significant costs on the remaining provider
receivables that it manages. The valuation of the existing
receivables as of March 31, 2008, after taking into consideration the expected
future collection costs, is zero.
There
were no long-lived assets related to the discontinued operation, nor are there
expected to be gains or losses from the discontinuance of the medical business
management segment.
Principles of
Consolidation
- The consolidated financial statements include the
accounts of the Company and its wholly-owned
and majority-owned
subsidiaries. All intercompany balances and transactions have been eliminated.
Use of Estimates
-
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and revenues and expenses during the period
reported. Actual results could differ from those
estimates. Estimates are used when accounting for stock-based
transactions, uncollectible accounts receivable, asset depreciation and
amortization, and taxes, among others.
Cash
–
Not all cash is covered by the
FDIC. Extra insurance has not been obtained.
Securities
-
Marketable securities that are bought and held principally for the
purpose of selling them in the near term are
classified as trading securities
and reported at fair value, with unrealized gains and
losses included in earnings. Marketable securities not
classified as either investment securities(which are held to
maturity) or trading securities are classified as securities
available for sale and reported at fair value, with unrealized gains
and losses
affecting comprehensive income and reported in a separate component of
stockholders' equity. Average cost is used to
determine cost when calculating
realized gains or losses from sales of securities available for sale.
Investment in 50% owned Corporation
- Investment in 50% owned corporation is
accounted for under the equity method. Currently this
investment is carried atno value.
Receivables
- Assigned medical billings represented the contractual percentage of medical
provider receivables of medical practices to which the Company provided
management services. Revenues were recognized when the medical services were
provided, according to the contractual percentage after uncollectible
allowances.
Stock-Based
Compensation
- There are no employee stock
options.
Basic
Income/Loss Per Share
- Basic
income/loss per common share is calculated by dividing earnings available to
common stockholders by the weighted average number of common shares outstanding
during the period.
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,
2008 AND 2007
2. NON-CONSOLIDATED
ENTITY
In a
transaction that was effective October 1, 1996, the Company transferred 50%
of the outstanding stock and substantially
all of the control of Healthcare
Professional Billing Corp.("HPB") to certain
key employees of HPB. Until that
time, HPB was a wholly-owned subsidiary
of the Company. As a result of the
transfer, the subsidiary's financial position,
results of operations and cash flows are not consolidated
with that of the Company subsequent to the transfer
date. The summarized unaudited financial
information of HPB at March 31, 2008
and March 31, 2007 is as follows:
|
|
|
March 31, 2008
|
|
|
March 31,2007
|
|
|
Financial
Position:
|
|
|
|
|
|
|
|
Current
Assets
|
|
$
|
65,581
|
|
|
$
|
78,048
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment
|
|
|
0
|
|
|
|
0
|
|
|
Total
assets
|
|
$
|
65,581
|
|
|
$
|
78,048
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities(including due to the Company of $71,554)
|
|
$
|
217,872
|
|
|
$
|
217,893
|
|
|
Long-term
obligations
|
|
|
56,518
|
|
|
|
89,084
|
|
|
Stockholders'
deficiency
|
|
|
( 208,809
|
)
|
|
|
( 228,929
|
)
|
|
Total
liabilities and stockholders' deficiency
|
|
$
|
65,581
|
|
|
$
|
78,048
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
of Operations:
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
282,986
|
|
|
$
|
290,944
|
|
|
Operating
Expenses
|
|
|
262,866
|
|
|
|
297,274
|
|
|
Net
loss
|
|
$
|
20,120
|
|
|
$
|
( 6,330
|
)
|
Under the
1996 transaction the Company and/or related entities of the Company
are to
receive 90% of HPB's net income as defined, until the advances made by
the
Company and/or related entities of the Company have been paid. The Company,
with the
concurrence of the related entities of the Company, has elected that
its
advances (non-interest bearing) are to be liquidated, in most part, before
the other
related entities. The remaining outstanding due from HPB to the
Company
is $71,554 although fully reserved by the Company. During the year
ended
March 31, 2008 and 2007 the Company received $12,093 and $7,162,
respectively
from HPB.
3. SECURITIES
AVAILABLE FOR SALE
|
|
|
2008
|
|
|
2007
|
|
|
KSW,
Inc.
|
|
$
|
162,118
|
|
|
$
|
243,580
|
|
Unrealized
gains and losses for marketable equity securities available for
sale
at March
31, 2008 and 2007 are as follows:
|
|
|
2008
|
|
|
2007
|
|
|
|
|
Current
|
|
|
Non-Current
|
|
|
Current
|
|
|
Non-Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Cost
|
|
$
|
0
|
|
|
$
|
25,400
|
|
|
$
|
0
|
|
|
$
|
38,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Market Value
|
|
|
0
|
|
|
|
162,117
|
|
|
|
0
|
|
|
|
243,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Unrealized Gains
|
|
$
|
0
|
|
|
$
|
136,717
|
|
|
$
|
0
|
|
|
$
|
205,580
|
|
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,
2008 AND 2007
4.
NON-CURRENT RECEIVABLES (DISCONTINUED OPERATIONS)
Non-current
receivables at March 31, 2008 and March 31, 2007 consisted of
the following:
|
|
|
2008
|
|
|
2007
|
|
|
Assigned
medical billings net of allowances of which $0 of the unpaid balance are
expected to be collected during the current fiscal year.
|
|
$
|
1,059,166
|
|
|
$
|
1,080,581
|
|
|
|
|
|
|
|
|
|
|
|
|
Working
capital advances at 12% per annum interest to a provider of medical
services who has contracted with the Company to provide management
services. None of these advances are expected to be collected
during the current fiscal year, nor is interest being
accrued.
|
|
|
1,037,530
|
|
|
|
1,037,530
|
|
|
|
|
|
2,096,696
|
|
|
|
2,118,111
|
|
|
Less
Allowance for Uncollectible
|
|
|
(2,096,696
|
)
|
|
|
(2,118,111
|
)
|
|
|
|
|
0
|
|
|
|
0
|
|
|
Less
Current Portion
|
|
|
0
|
|
|
|
0
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
The above
receivable balances have been reduced to reflect estimated cost associated with
their collections.
5. INCOME TAXES
At March
31, 2008, for income tax reporting purposes, the Company has a consolidated net
operating loss carry forward of approximately $4,800,000 available to reduce
future taxable income, if any, expiring through 2024. As a result of a 51%
change in ownership in a prior year, certain of the net operating loss will be
subject to an annual limitation and may not be fully utilized in any one year.
Because of a history of losses, the estimate for future tax benefits has been
offset by an equal asset valuation allowance.
6.
COMMITMENTS AND CONTINGENCIES
Leases - The Company
currently leases an office in Sherman Oaks, California on a month-to-month basis
for collection of receivables and file storage purposes. The monthly
rental is $695. The lease will end as of June 30, 2008.
Rent
expense for discontinued operations amounted to $10,705 and $10,746 for the
years ended March 31, 2008 and 2007, respectively.
7. 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 ofthe 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. The
Company incurred fees to this entity under the agreements totaling $49,358 and
$49,358 for the years ended March 31, 2008 and 2007, respectively.
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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
DATE: August
7, 2008
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T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
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By:
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/s/
Raffaele Attar
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Raffaele
Attar
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Acting
Chairman and
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Chief
Executive Officer
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By:
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/s/
Gary Poe
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Gary
Poe
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Principal
Financial Officer
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and
Secretary
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TH Leman (CE) (USOTC:THLM)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
TH Leman (CE) (USOTC:THLM)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
