UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
T
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE
REQUIRED]
For the
quarterly period ended June 30, 2008.
OR
£
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
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22-2442356
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(State
or other jurisdiction of incorporation or organization)
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(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 (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
T
No
£
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
£
Accelerated
filer
£
Smaller reporting company
T
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.
Yes
£
No
T
The
number of shares outstanding of the issuer’s class of common stock as of August
7, 2008 was 6,970,118.
TABLE OF CONTENTS
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Page
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PART
I.
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FINANCIAL
INFORMATION
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Item
1.
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3
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4
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5
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6
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7
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Item
2.
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8
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Item
3.
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8
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PART
II.
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OTHER
INFORMATION
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Item
1.
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9
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Item
1A.
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9
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Item
2.
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9
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PART
I. FINANCIAL INFORMATION
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
three months ended June 30, 2008.
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, 2008.
The
results reflected for the three months ended June 30, 2008 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
June 30, 2008 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
JUNE 30,
2008 AND MARCH 31, 2008
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ASSETS
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June
30
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March
31
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2008
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2008
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CURRENT
ASSETS
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Cash
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$
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581,338
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$
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530,130
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Accounts
receivable – related party
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0
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48,902
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Accounts
receivable
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0
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27,461
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TOTAL
CURRENT ASSETS
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581,338
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606,493
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OTHER
ASSETS
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Securities
available for sale
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129,044
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162,118
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TOTAL
OTHER ASSETS
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129,044
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162,118
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TOTAL
ASSETS
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$
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710,382
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$
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768,611
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LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT
LIABILITIES
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Management
fees – related party
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$
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12,300
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$
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0
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Accrued
liabilities
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22,000
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0
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TOTAL
CURRENT LIABILITIES
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34,300
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0
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TOTAL
LIABILITIES
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34,300
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0
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COMMITMENTS
AND CONTINGENCIES
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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 June 30, 2008 and March 31, 2008
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69,701
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69,701
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Preferred
stock-par value $.01; authorized 10,000,000 shares, issued 0 shares at
June 30, 2008 and March 31, 2008
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0
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0
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Additional
paid-in capital
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8,076,340
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8,076,340
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Unrealized
gain on investments
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103,644
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136,717
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Accumulated
deficit
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(7,525,164
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)
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(7,465,710
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Treasury
stock at cost - 25,000 shares
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( 48,438
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)
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( 48,438
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TOTAL
STOCKHOLDERS' EQUITY (DEFICIT)
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676,082
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768,611
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TOTAL
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
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$
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710,382
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$
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768,611
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See
accompanying Notes to Consolidated Financial Statements
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
THREE
MONTHS ENDED JUNE 30, 2008 AND JUNE 30, 2007
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2008
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2007
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REVENUES
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Interest
and dividends
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$
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5,597
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$
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158
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Realized
gain from sales of securities
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Available
for sale
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0
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56,855
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TOTAL
REVENUES
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5,597
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57,013
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OPERATING
EXPENSES
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Selling,
general and administrative
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65,051
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23,991
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TOTAL
OPERATING EXPENSES
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65,051
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23,991
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INCOME
/ (LOSS) FROM CONTINUING OPERATIONS
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(59,454
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33,022
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PROVISION
FOR INCOME TAXES
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0
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0
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NET
INCOME / (LOSS) FROM CONTINUING OPERATIONS
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(59,454
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33,022
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INCOME
/ (LOSS) FROM DISCONTINUED OPERATIONS
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0
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(4,334
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)
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NET
INCOME / (LOSS)
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(59,454
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)
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28,688
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OTHER
COMPREHENSIVE INCOME:
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Unrealized
gain/(loss) on securities
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(33,075
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55,445
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Less: reclassification
adjustment for gain included in net income
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0
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(56,855
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)
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TOTAL
OTHER COMPREHENSIVE INCOME/(LOSS)
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(33,075
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)
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(1,410
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)
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COMPREHENSIVE
INCOME / (LOSS)
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$
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(92,529
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)
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$
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27,278
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PER
SHARE DATA:
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WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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6,945,118
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6,945,118
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NET
INCOME/LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS
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$
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(0.01
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)
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$
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0.00
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NET
INCOME/LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS
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$
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(0.00
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)
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$
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0.00
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NET
INCOME / LOSS PER COMMON SHARE
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$
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(0.01
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)
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$
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0.00
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See
accompanying Notes to Consolidated Financial Statements
T
.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS
THREE
MONTHS ENDED JUNE 30, 2008 AND JUNE 30, 2007
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2008
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2007
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
income/(loss) from continuing operations
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$
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( 59,454
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)
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$
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33,022
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Net
income/(loss) from discontinued operations
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$
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0
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$
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( 4,334
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)
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Adjustments
to reconcile net income/(loss) to Net cash used in operating
activities:
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Realized
gain from sales of securities available for sale
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0
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( 56,855
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)
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Changes
in operating assets and liabilities:
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(Increase)
decrease in:
|
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|
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|
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Accounts
receivable – related party
|
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48,902
|
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|
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0
|
|
|
Accounts
receivable
|
|
|
27,461
|
|
|
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0
|
|
|
Increase
(decrease) in:
|
|
|
|
|
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|
|
|
|
Accounts
payable –management fees-related party
|
|
|
12,300
|
|
|
|
(
140,060
|
)
|
|
Accrued
liabilities
|
|
|
22,000
|
|
|
|
0
|
|
|
NET
CASH PROVIDED/(USED) FOR OPERATING ACTIVITIES
|
|
|
52,208
|
|
|
|
( 168,227
|
)
|
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|
|
|
|
|
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CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Loan
made/(paid) evidenced by notes receivable-related party
|
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|
0
|
|
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|
98,860
|
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Proceeds
from sale of securities available for sale,net of current year
purchases
|
|
|
0
|
|
|
|
65,655
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NET
CASH PROVIDED FROM INVESTING ACTIVITIES
|
|
|
0
|
|
|
|
164,515
|
|
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CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
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|
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|
|
|
|
|
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|
|
|
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|
|
Repayment
of long-term debt
|
|
|
0
|
|
|
|
0
|
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|
NET
CASH (USED)/PROVIDED BY FINANCING ACTIVITIES
|
|
|
0
|
|
|
|
0
|
|
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INCREASE
IN CASH
|
|
|
52,208
|
|
|
|
( 3,712
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
– BEGINNING OF YEAR
|
|
|
530,130
|
|
|
|
941,906
|
|
|
|
|
|
|
|
|
|
|
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CASH
- END OF YEAR
|
|
$
|
581,338
|
|
|
$
|
938,194
|
|
See
accompanying Notes to Consolidated Financial Statements
T
.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JUNE 30,
2008
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-K for the year ended March 31, 2008 of T.H. Lehman & Co.,
Incorporated and Subsidiaries (the "Company"), as filed with the
Securities and Exchange Commission. The March 31, 2008
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 three months
ended June 30, 2008 are not necessarily indicative of the
results to be expected for the full fiscal year.
Outlook
– As of June 30, 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.
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 June 30, 2008 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 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.
Current
Accounting Pronouncements
– In December 2007, the FASB issued SFAS No.
141 (revised 2007),
Business
Combinations
(“SFAS No. 141R”), which revises current purchase accounting
guidance in SFAS No. 141,
Business
Combinations
. SFAS No. 141R requires most assets acquired and
liabilities assumed in a business combination to be measured at their fair
values as of the date of acquisition. SFAS No. 141R also modifies the
initial measurement and subsequent re-measurement of contingent consideration
and acquired contingencies, and requires that acquisition related costs be
recognized as 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 combinations occurring after
adoption. The impact of SFAS No. 141R on the Company’s consolidated
financial 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 performance indicator 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.
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.
Item
2. Management’s Discussion and Analysis or Plan of
Operation
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, 2009 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 based upon
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.
Revenue
Recognition and Allowance for Doubtful Accounts:
The
Company derived its management fee (discontinued operations) revenue under the
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 gave effect to the difference between, established charges and estimated
third-party payer payments. The Company further provided an allowance
for doubtful accounts to 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.
Three
Months Ended June 30, 2008 Compared to Three Months Ended June 30,
2007
Statements
of Operations:
Revenues
totaled $5,597 during the three months ended June 30, 2008, 90% lower than the
prior year's revenues of $57,013 for the same three month period. The
realized gain for securities sold was $56,855 for the first quarter in 2007
compared to $0 for the first quarter in 2008. General and
Administrative expenses were $65,051 for the period ending June 30, 2008 and
$28,325 for the period ending June 30, 2007. The increase is due to
an increase in Professional fees due to new business explorations.
Liquidity,
Capital Resources and Income Taxes:
At June
30, 2008 cash amounted to $581,338 an increase of $51,208,712 from the cash
balance of $530,130 at March 31, 2008. 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 and distribution of HPB’s
profit.
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
June 30, 2008 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.
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, 2008, the Company had an operating tax loss carry forward of approximately
$4,800,000.
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.
Item
3. Controls and Procedures
As
required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the
supervision and with the participation of our management. Based on
this evaluation, management has concluded that the design and operation of our
disclosure controls and procedures are effective. There were no
changes in our internal control over financial reporting or in any other factors
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART
II. OTHER INFORMATION
Item
1. Legal Proceedings:
None
Ite
m 1A. Risk Factors:
OTC
Bulletin Board.
Our
common stock is quoted on the OTC Bulletin Board (“OTCBB”). The OTCBB is an
inter-dealer, over-the-counter market that provides significantly less liquidity
than the NASDAQ Stock Market or national or regional exchanges. Securities
traded on the OTCBB are typically thinly traded, highly volatile, have fewer
markets and are not followed by analysts. The SEC’s order handling rules, which
apply to NASDAQ-listed securities, do not apply to securities quoted on the
OTCBB. Quotes for stocks included on the OTCBB are not listed in newspapers.
Therefore, prices for securities traded solely on the OTCBB may be difficult to
obtain and holders of our common stock may be unable to sell their shares at any
price.
Penny
Stock Rules.
Trading
in our securities will be subject to the “penny stock” rules for the foreseeable
future. The SEC has adopted regulations that generally define a penny stock to
be any equity security that has a market price of less than $5.00 per share,
subject to certain exceptions. These rules require that any broker-dealer who
recommends our securities to persons other than prior customers and accredited
investors must, prior to the sale, make a special written suitability
determination for the purchaser and receive the purchaser’s written agreement to
execute the transaction. Unless an exception is available, the regulations
require the delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks associated
with trading in the penny stock market. In addition, broker-dealers must
disclose commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities they offer. The
additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from recommending transactions in our securities,
which could severely limit the liquidity of our common stock and consequently
adversely affect the market price of our common stock.
Item
2. Exhibits:
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Item 601 of
Regulation S-K
Exhibit No.:
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Exhibit
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Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer of the
Company
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Rule
13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the
Company
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Section
1350 Certification by Chief Executive Officer and Chief Financial
Officer
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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
8, 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 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 and Secretary
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