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THLM TH Leman and Co Inc (CE)

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Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
TH Leman and Co Inc (CE) USOTC:THLM OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.0001 0.00 00:00:00

Lehman T H & CO Inc - Quarterly Report of Financial Condition (10QSB)

11/02/2008 7:58pm

Edgar (US Regulatory)




U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2007

OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 Number)
   
1155 Dairy Ashford Rd., Suite 650, Houston, Texas 77079
(Address of principal executive offices)

Issuer's telephone number, including area code:  281) 870-1197

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class
 
Outstanding at January 15, 2008
 Common Stock, par value  $.01 per share
 
 6,945,118 Shares
 
Preferred Stock, $.01 Par.
(Title of Class)

Transitional Small Business Format (check one): Yes  o   No x
 




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 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
           
  
               
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

Page 3


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  
 
Page 4


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  
 
Page 5


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  
 
Page 6

 
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.
 
Page 7

 
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.
 
Page 8

 
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.
 
Page 9

 
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.
 
Page 10


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.

Page 11

 
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:  January 16, 2008
   
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
     
 
By:
  /s/ Raffaele Attar
 
   
Raffaele Attar
   
Acting Chairman and
   
Chief Executive Officer
     
 
By:
  /s/ Gary Poe
 
   
Gary Poe
   
Principal Financial Officer
   
and Secretary
 
 
Page 12

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