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 nine months ended December 31, 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 nine months ended December 31, 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 December 31, 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
DECEMBER
31, 2007 AND MARCH 31, 2007
|
|
December
31
|
|
|
March
31
|
|
|
|
2007
|
|
|
2007
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
729,238
|
|
|
$
|
941,906
|
|
Accounts
receivable
|
|
|
60
|
|
|
|
60
|
|
Current
portion of non-current receivable
related
party
|
|
|
|
|
|
|
98,860
|
|
|
|
|
|
|
|
|
|
|
TOTAL
CURRENT ASSETS
|
|
|
729,298
|
|
|
|
1,040,826
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
Securities
available for sale
|
|
|
188,957
|
|
|
|
243,580
|
|
TOTAL
OTHER ASSETS
|
|
|
188,957
|
|
|
|
243,580
|
|
TOTAL
ASSETS
|
|
$
|
918,255
|
|
|
$
|
1,284,406
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
Management
fees – related party
|
|
$
|
87,615
|
|
|
$
|
349,575
|
|
Management
fees from discontinued operations -
related
party
|
|
|
50,987
|
|
|
|
54,112
|
|
TOTAL
CURRENT LIABILITIES
|
|
|
138,602
|
|
|
|
403,687
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
|
|
|
Long-term
debt, less current portion
related
parties
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
138,602
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
Common
stock-par value $.01; authorized 20,000,000 shares, issued 6,970,118
shares at December 31, 2007 and March 31, 2007
|
|
|
69,701
|
|
|
|
69,701
|
|
Preferred
stock-par value $.01; authorized 10,000,000 shares, issued 0 shares
at
December 31, 2007 and March 31, 2007
|
|
|
0
|
|
|
|
0
|
|
Additional
paid-in capital
|
|
|
8,076,340
|
|
|
|
8,076,340
|
|
Unrealized
gain on investments
|
|
|
163,556
|
|
|
|
205,580
|
|
Accumulated
deficit
|
|
|
(7,481,506
|
)
|
|
|
(7,422,464
|
)
|
Treasury
stock at cost - 25,000 shares
|
|
|
( 48,438
|
)
|
|
|
( 48,438
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS' EQUITY
|
|
|
779,653
|
|
|
|
880,719
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
918,255
|
|
|
$
|
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
NINE
MONTHS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006
|
|
December
31
|
|
|
December
31
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
REVENUES
|
|
|
|
|
|
|
Interest
and dividends
|
|
$
|
599
|
|
|
$
|
24,064
|
|
Realized
gain from sales of securities available for sale
|
|
|
85,459
|
|
|
|
1,214,890
|
|
Miscellaneous
income
|
|
|
4,052
|
|
|
|
7,222
|
|
TOTAL
REVENUES
|
|
|
90,110
|
|
|
|
1,246,176
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
123,446
|
|
|
|
61,652
|
|
Interest
expense
|
|
|
0
|
|
|
|
11,828
|
|
TOTAL
OPERATING EXPENSES
|
|
|
123,446
|
|
|
|
73,480
|
|
INCOME
FROM CONTINUING OPERATIONS
|
|
|
( 33,336
|
)
|
|
|
1,172,696
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
0
|
|
|
|
0
|
|
INCOME
FROM CONTINUING OPERATIONS
|
|
|
( 33,336
|
)
|
|
|
1,172,696
|
|
|
|
|
|
|
|
|
|
|
INCOME
/ (LOSS) FROM DISCONTINUED OPERATIONS
|
|
|
( 25,707
|
)
|
|
|
53,239
|
|
NET
INCOME / (LOSS)
|
|
|
( 59,043
|
)
|
|
|
1,225,935
|
|
|
|
|
|
|
|
|
|
|
OTHER
COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
|
Unrealized
gain on securities
|
|
|
43,435
|
|
|
|
704,723
|
|
Less:
reclassification adjustment for
Gain included in net
income
|
|
|
( 85,459
|
)
|
|
|
(1,214,890
|
)
|
TOTAL
OTHER COMPREHENSIVE LOSS
|
|
|
( 42,024
|
)
|
|
|
( 510,167
|
)
|
COMPREHENSIVE
INCOME / (LOSS)
|
|
$
|
(
101,067
|
)
|
|
$
|
715,768
|
|
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
|
|
|
$
|
0.17
|
|
NET
INCOME PER COMMON SHARE FROM
|
|
|
|
|
|
|
|
|
DISCONTINUED
OPERATIONS
|
|
|
0.00
|
|
|
|
0.01
|
|
NET
INCOME PER COMMON SHARE
|
|
$
|
( 0.01
|
)
|
|
$
|
0.18
|
|
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
THREE
MONTHS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006
|
|
December
31
|
|
|
December
31
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
REVENUES
|
|
|
|
|
|
|
Interest
and dividends
|
|
$
|
75
|
|
|
$
|
3,360
|
|
Realized
gain from sales of securities available for sale
|
|
|
3,226
|
|
|
|
978,616
|
|
Miscellaneous
income
|
|
|
4,051
|
|
|
|
4,188
|
|
TOTAL
REVENUES
|
|
|
7,352
|
|
|
|
986,164
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
43,399
|
|
|
|
14,930
|
|
Interest
expense
|
|
|
0
|
|
|
|
1,388
|
|
TOTAL
OPERATING EXPENSES
|
|
|
43,399
|
|
|
|
16,318
|
|
INCOME/(LOSS)
FROM CONTINUING OPERATIONS
|
|
|
( 36,047
|
)
|
|
|
969,846
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
0
|
|
|
|
0
|
|
INCOME/(LOSS)
FROM CONTINUING OPERATIONS
|
|
|
( 36,047
|
)
|
|
|
969,846
|
|
|
|
|
|
|
|
|
|
|
INCOME/(LOSS)
FROM DISCONTINUED OPERATIONS
|
|
|
( 7,900
|
)
|
|
|
( 10,442
|
)
|
NET
INCOME/(LOSS)
|
|
|
( 43,947
|
)
|
|
|
959,404
|
|
|
|
|
|
|
|
|
|
|
OTHER
COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
|
Unrealized
gain on securities
|
|
|
( 1,380
|
)
|
|
|
490,067
|
|
Less:
reclassification adjustment for
Gain included in net
income
|
|
|
( 3,226
|
)
|
|
|
( 978,616
|
)
|
TOTAL
OTHER COMPREHENSIVE INCOME / (LOSS)
|
|
|
( 4,606
|
)
|
|
|
( 488,549
|
)
|
COMPREHENSIVE
INCOME / (LOSS)
|
|
$
|
( 48,553
|
)
|
|
$
|
470,855
|
|
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
|
)
|
|
$
|
0.14
|
|
NET
INCOME PER COMMON SHARE FROM
|
|
|
|
|
|
|
|
|
DISCONTINUED
OPERATIONS
|
|
|
0.00
|
|
|
|
0.01
|
|
NET
INCOME PER COMMON SHARE
|
|
$
|
( 0.01
|
)
|
|
$
|
0.14
|
|
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS
NINE
MONTHS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006
|
|
December
31
|
|
|
December
31
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income from continuing operations
|
|
$
|
( 33,336
|
)
|
|
$
|
1,172,696
|
|
Net
income/(loss) from discontinued operations
|
|
|
( 25,707
|
)
|
|
|
53,239
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net income (loss) to net cash used in operating activities:
Realized
gain from sales of securities available for sale
|
|
|
85,459
|
|
|
|
1,209,304
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
(Increase)
decrease in:
|
|
|
|
|
|
|
|
|
Value
of marketable securities
|
|
|
( 30,836
|
)
|
|
|
( 494,086
|
)
|
Increase
(decrease) in:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
(
265,085
|
)
|
|
|
( 200,001
|
)
|
Accrued
liabilities/comprehensive income
|
|
|
( 42,023
|
)
|
|
|
( 536,149
|
)
|
|
|
|
|
|
|
|
|
|
NET
CASH PROVIDED BY (REQUIRED BY)
|
|
|
|
|
|
|
|
|
OPERATING
ACTIVITIES
|
|
|
(
311,528
|
)
|
|
|
1,205,003
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances
made to provider for expenses
|
|
|
0
|
|
|
|
( 146,079
|
)
|
Collection
of provider receivables
|
|
|
0
|
|
|
|
176,840
|
|
(Increase)
decrease in: Non-current receivables
|
|
|
0
|
|
|
|
23,206
|
|
Loan
made evidenced by notes receivable-related party
|
|
|
98,860
|
|
|
|
4,331
|
|
Proceeds
from sale of securites available for sale
|
|
|
0
|
|
|
|
5,586
|
|
|
|
|
|
|
|
|
|
|
NET
CASH PROVIDED BY (REQUIRED BY)
|
|
|
|
|
|
|
|
|
INVESTING
ACTIVITIES
|
|
|
98,860
|
|
|
|
63,884
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds
of long-term debt
|
|
|
0
|
|
|
|
0
|
|
Repayment
of long-term debt
|
|
|
|
|
|
|
(397,348
|
)
|
|
|
|
|
|
|
|
|
|
NET
CASH PROVIDED BY (REQUIRED BY)
|
|
|
|
|
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
0
|
|
|
|
( 397,348
|
)
|
INCREASE
(DECREASE)IN CASH
|
|
|
( 212,668
|
)
|
|
|
871,539
|
|
|
|
|
|
|
|
|
|
|
CASH
– BEGINNING
|
|
|
941,906
|
|
|
|
46,254
|
|
|
|
|
|
|
|
|
|
|
CASH
– END
|
|
$
|
729,238
|
|
|
$
|
917,793
|
|
|
|
|
|
|
|
|
|
|
CASH
PAID DURING THE PERIOD FOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
0
|
|
|
$
|
26,103
|
|
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER
31, 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 nine months ended December 31, 2007 are
not
necessarily indicative of the results to be expected for
the full fiscal
year.
Outlook
–
As
of December 31,
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
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 December 31, 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
DECEMBER
31, 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
DECEMBER
31, 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
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.
T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
DECEMBER
31, 2007
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.
Nine
Months Ended December 31, 2007 Compared to Nine Months Ended December 31,
2006
Statements
of Operations for continuing operations:
Revenues
totaled $90,110 during the nine months ended December 31, 2007, 93%
lower
than the prior year's revenues of $1,246,176 for the same nine month
period.
The
realized gain for securities sold was $85,459 for period in 2007 compared to
$1,214,890 for the same period in 2006. General and Administrative
expenses were $123,446 for the period ending December 31, 2007 and $61,652
for
the period ending December 31, 2006. The increase is due to an
increase in Professional fees due to new business
explorations. Interest expense was $0 for period ending December 31,
2007 compared to $11,828 for the period ending December 31, 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 nine months ended December 31, 2007 and $133,000 for the nine months
ended December 31, 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
$43,208 from $79,851 mainly due to a decrease in professional fees and
collection expenses related to discontinued operations.
Three
Months Ended December 31, 2007 Compared to Three Months Ended December 31,
2006
Statements
of Operations for continuing operations:
Revenues
totaled $7,352 during the three months ended December 31, 2007, 99%
lower
than the prior year's revenues of $986,164 for the same three month
period.
The
realized gain for securities sold was $3,226 for the third quarter in 2007
compared to $978,616 for the third quarter in 2006. General and
Administrative expenses were $43,399 for the period ending December 31, 2007
and
$14,930 for the period ending December 31, 2006. The increase is due
to an increase in Professional fees due to new business
explorations. Interest expense was $0 for period ending December 31,
2007 compared to $1,388 for the period ending December 31, 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
DECEMBER
31, 2007
Statements
of Operations for discontinued operations:
Revenues
were $0 (included in the Loss from Discontinued operations line item) during
the
three months ended December 31, 2007 and $0 for the three months ended December
31, 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 $7,900 from
$10,442 mainly due to a decrease in professional fees and collection expenses
related to discontinued operations.
Liquidity,
Capital Resources and Income Taxes:
At
December 31, 2007 cash amounted to $729,238 a decrease of $212,668 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 December 31, 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.
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
DECEMBER
31, 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.