China Green Lighting (CHGL) 10-Q 2010 Q2 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended   May 31, 2010

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-53106

TRANSIT MANAGEMENT HOLDING CORP.

 (Exact Name of Small Business Issuer as specified in its charter)

Colorado	26-0812035
(State or other jurisdiction	(IRS Employer File Number)
	of incorporation)

3176 South Peoria Ct.
Aurora, Colorado	80014
(Address of principal executive offices)	(zip code)

(303) 596-0566

 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (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 [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes []�� No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer []	Accelerated filer []
Non-accelerated filer   [] (Do not check if a smaller reporting company)	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 [ ]    No [X]

As of May 31, 2010, registrant had outstanding 22,225,200shares of the registrant's common stock.

FORM 10-Q

TRANSIT MANAGEMENT HOLDING CORP.

TABLE OF CONTENTS

	Page
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements for the period ended May 31, 2010
Balance Sheet (Unaudited)	5
Statements of Operations (Unaudited)	6
Statement of Shareholders' Equity (Unaudited)	8
Statements of Cash Flows (Unaudited)	9
Notes to Financial Statements	10
Item 2. Management’s Discussion and Analysis and Plan of Operation	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	15
Item 4. Controls and Procedures	15
Item 4T. Controls and Procedures	15
PART II  OTHER INFORMATION
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults Upon Senior Securities	19
Item 4. Submission of Matters to a Vote of Security Holders	19
Item 5. Other Information	19
Item 6. Exhibits	20
Signatures	20

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PART I FINANCIAL INFORMATION

References in this document to "us," "we," or "Company" refer to TRANSIT MANAGEMENT HOLDING CORP. and our subsidiary, Transit Management, Inc.

ITEM 1. FINANCIAL STATEMENTS

TRANSIT MANAGEMENT HOLDING CORP.

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Quarter Ended May 31, 2010

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Transit Management Holding Corp.

Consolidated Financial Statements

(Unaudited)

TABLE OF CONTENTS

	Page
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheet	5
Consolidated statements of operation	6
Consolidated statement of shareholders' equity	8
Consolidated statements of cash flows	7
Notes to consolidated financial statements	9

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Transit Management Holding Corp.

Consolidated Balance Sheet

(A Development Stage Company)                                                                                                                                              

	Unaudited			Audited
	May			November
		31, 2010			30, 2009
ASSETS
Current Assets:
Cash	$	201		$	730
Accounts receivable - related party		-			6,610
Total current assets		201			7,340
TOTAL ASSETS	$	201		$	7,340
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Accounts payable	$	12,003		$	15,575
Accounts payable - related party		11,500			11,500
Interest payable - related party		4,554			3,163
Payroll taxes payable		968			968
Other current liablities - related party		1,000			-
Customer deposits		-			5,000
Current portion notes payable - related party		46,500			33,000
Total current liabilities		76,525			69,206
Long-Term Liabilities		-			-
TOTAL LIABILITIES	$	76,525		$	69,206
SHAREHOLDERS' EQUITY
Preferred stock, par value $.10 per share;  Authorized
1,000,000 shares; issued and outstanding -0- shares.		-
Common Stock, par value $.001 per share;  Authorized
50,000,000 shares; issued and outstanding 22,225,200 shares.		22,225			22,225
Capital paid in excess of par value		40,886			40,886
Deficit accumulated during the development stage		(139,435	)		(124,977	)
TOTAL SHAREHOLDERS' EQUITY		(76,324	)		(61,866	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	201		$	7,340

See Accompanying Notes To These Unaudited Financial Statements.

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Transit Management Holding Corp.

Unaudited Statement Of Operations

(A Development Stage Company)                                                                                                                        

	3 Months			3 Months
	Ended			Ended
	May			May
		31, 2010			31, 2009
	(Unaudited)			(Unaudited)
Revenue:	$	1,506		$	7,379
General & Administrative Expenses
Accounting		1,500			5,270
Automobile reimbursement		-			64
Bank charges		-			30
Consulting		-			-
Legal		-			-
Maintenance Supplies		247			677
Management fees		-			10,000
Meals & entertainment		-			-
Office		152			181
Stock transfer fees		3,550			-
Taxes - payroll		-			1,310
Total G & A		5,449			17,532
(Loss) before other expenses		(3,943	)		(10,153	)
Other expenses - interest		(2,312	)		(360	)
Net Income (Loss)	$	(6,255	)	$	(10,513	)
Basic (Loss) Per Share	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares
Outstanding		22,225,200			22,225,200

See Accompanying Notes To These Unaudited Financial Statements.

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Transit Management Holding Corp.

Consolidated Unaudited Statement Of Operations

(A Development Stage Company)                                                                                                                                                

	6 Months Ended			6 Months Ended			August 15, 2007 (inception)
	May			May			through May
		31, 2010			31, 2009			31, 2010
	(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	5,397		$	15,428		$	75,786
Operating expenses
Accounting		4,250			7,770			22,770
Automobile reimbursement		-			64			1,255
Bank charges		-			30			135
Consulting		-			-			29,528
Legal		-			-			40,350
Maintenance Supplies		1,451			677			7,540
Management fees		2,000			15,000			67,000
Meals & entertainment		-			-			1,318
Office		152			502			9,632
Stock transfer fees		3,550			-			10,339
Taxes - payroll		311			2,129			6,550
Total General and administrative expenses		11,714			26,172			196,417
(Loss) before other expenses		(6,317	)		(10,744	)		(120,631	)
Other expenses - interest		(8,141	)		(720	)		(18,804	)
Net Income (Loss)	$	(14,458	)	$	(11,464	)	$	(139,435	)
Basic (Loss) Per Share	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted Average Common Shares
Outstanding		22,225,200			22,225,200			22,225,200

See Accompanying Notes To These Unaudited Financial Statements.

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Transit Management Holding Corp.

Consolidated Statement of Shareholders' Equity

(A Development Stage Company)

	Number Of Common Shares Issued (1)		Common Stock		Capital Paid in Excess of Par Value		Retained Earnings (Deficit)			Total
Balance at August 15, 2007 (Inception)		-	$	-	$	-	$	-		$	-
August 15, 2007 issued 21,000,000 shares
for  services val. at $21,000 or $.001 per share		21,000,000		21,000				-			21,000
August 16, 2007 issued 33,000
shares of par value $.001 common stock
for cash of $33 or $.001 per share.		33,000		33		-					33
August 16, 2007 issued 1,028,000
shares of par value $.001 common stock
for services valued at $1,028 or $.001 per share		1,028,000		1,028		-					1,028
October 19, 2007 issued 10,200
shares of par value $.001 common stock
for cash of $2,550 as part of a private
placement or $.25 per share.		10,200		10		2,540					2,550
November 27, 2007 issued 154,000
shares of par value $.001 common stock
for cash of $38,650 as part of a private
placement or $.25 per share.		154,000		154		38,346					38,500
Net Income (Loss)		-		-		-		(68,694	)		(68,694	)
Balance at November 30, 2007		22,225,200		22,225		40,886		(68,694	)		(5,583	)
Net Income (Loss)		-		-		-		(22,392	)		(22,392	)
Balance at November 30, 2008		22,225,200		22,225		40,886		(91,086	)		(27,975	)
Net Income (Loss)		-		-		-		(33,891	)		(33,891	)
Balance at November 30, 2009		22,225,200		22,225		40,886		(124,977	)		(61,866	)
Net Income (Loss)		-		-		-		(14,458	)		(14,458	)
Balance at May 31, 2010 (unaudited)		22,225,200	$	22,225	$	40,886		(139,435	)	$	(76,324	)

See Accompanying Notes To These Unaudited Financial Statements.

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Transit Management Holding Corp.

Consolidated Unaudited Statement Of Cash Flows

(A Development Stage Company)

	6 Months Ended			6 Months Ended			August 15, 2007 (inception)
	May			May			through May
		31, 2010			31, 2009			31, 2010
	(Unaudited)			(Unaudited)			(Unaudited)
Net Income (Loss)	$	(14,458	)	$	(11,464	)	$	(139,435	)
Adjustments to reconcile decrease in net assets to net cash
provided by operating activities:
Stock issued for services		-			-			22,028
Interest acretion		6,750			-			14,250
(Increase) Decrease in accounts receivable		6,610			2,832			-
Increase (decrease) in accounts payable		(3,572	)		3,614			23,503
Increase in payroll taxes payable		-			-			968
Increase (Decrease) in other current liabilities		-			(2,500	)		-
Increase in customer deposits		-			-			-
Increase in interest payable		1,391			720			4,554
Net cash (used) in operation activities		(3,279	)		(6,798	)		(74,132	)
Cash flows from investing activities:
		-			-			-
Net cash (used) in investing activities		-			-			-
Net cash (used) in investing activities		-			-			-
Cash flows from financing activities:
Issuance of common stock		-			-			41,083
Advances from related party								1,000
Notes payable		2,750			-			32,250
Net cash provided from financing activities		2,750			-			74,333
Net increase in cash		(529	)		(6,798	)		201
Cash at beginning of period		730			7,399			-
Cash at end of period	$	201		$	601		$	201
Supplementary Disclosure Of Cash Flow Information:
Stock issued for services	$	-		$	-		$	22,028
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

See Accompanying Notes To These Unaudited Financial Statements.

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Transit Management Holding Corp.

Notes To Unaudited Financial Statements

For The Three Month and Six Month Interim Period Ended May 31, 2010

Note 1 - Unaudited Financial Information

The unaudited financial information included for the three month and six month interim period ended May 31, 2010 and the period was taken from the books and records without audit. However, such information reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to reflect properly the results of the interim periods presented. The results of operations for the three month and six month interim period ended May 31, 2010 are not necessarily indicative of the results expected for the fiscal year ended November 30, 2010.

Note 2 - Financial Statements

For a complete set of footnotes, reference is made to the Company’s Report on Form 10-K for the year ended November 30, 2009 as filed with the Securities and Exchange Commission and the audited financial statements included therein.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.

Overview and History

Transit Management Holdings, Inc. was organized as a corporation under the laws of the State of Colorado on  August 15, 2007.

Our main focus is the management of property assets along high density corridors and transit areas which are currently being developed and re-developed near Light Rail transportation lines in the Denver, Colorado metropolitan area.  We have been managing retail and residential property since 1999 as a sole proprietorship under our President, Mr. Zueger, although not with the same focus.  Therefore, we consider ourselves to be a new company.  We will not acquire or own any properties, but will only manage properties for fees paid to us by the owner of the managed property.

In August, 2007, we issued a total of 22,061,000 restricted common shares at a price of $0.001 for cash and past services.

In November, 2007, we completed a private placement offering of our common shares under the provisions of Rule 504 and analogous Colorado securities laws. We raised a total of $41,050 in this private placement offering and sold a total of 164,200 shares.

Our headquarters are located at 3176 South Peoria Ct., Aurora, Colorado 80014.  Our phone number at our headquarters is (303)596-0566.Our fiscal year end is November 30th.

Results of Operations

The following discussion involves our results of operations for the three months ending May 31, 2010 and 2009 and the six months ending May 31, 2010 and 2009.

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For the three months ended May 31, 2010, we had total revenues of $1,506.  For the three months ended May 31,  2009, we had total revenues of $7,379.  For the six months ended May 31, 2010, we had revenues of $5,397. For the six months ended May 31, 2009, we had revenues of $15,428.

Our operating expenses consisted only of general and administrative expenses. General and administrative expenses for the three months ended May 31, 2010 were $5,449, compared to $17,532 for the three months ended May 31, 2009.  General and administrative expenses for the six months ended May 31, 2010 were $11,714, compared to $26,172 for the six months ended May 31, 2009.  The major components of these general and administrative expenses were payments to consultants, professional fees, maintenance supplies, and management fees. We believe that in the coming fiscal year we can control the G&A expenses as we reduce payments to consultants and professional fees.

We had a net loss of $6,255 for the three months ended May 31, 2010 compared to a net loss of $10,513 for the three months ended May 31, 2009. We had a net loss of $14,458 for the six months ended May 31, 2010 compared to a net loss of $11,464 for the six months ended May 31, 2009.

We believe that overhead cost in current operations should remain fairly constant as revenues develop. Each dollar of revenue will have minimal offsetting overhead cost. If we can develop sufficient revenues, we could continue to be profitable for the remainder of the fiscal year.

Liquidity and Capital Resources

As of May 31, 2008, we had cash or cash equivalents of $201.

Net cash used in operating activities was $3,279 for the six months ended May 31, 2010 compared to $6,798 for the six months May 31, 2009. We anticipate that overhead costs in current operations will remain fairly constant as we develop revenue.

Cash flows used in or provided by investing activities were $-0- for the six months ended May 31, 2010, compared to $ -0- for the six months ended May 31, 2009.

Cash flows provided by financing activities were $2,750 for the six months ended May 31, 2010, compared to $ -0- for the six months ended May 31, 2009.

Over the next twelve months we do not expect any material our capital costs to develop operations. We plan to buy certain items of office equipment to be used in our operations.

We believe that we have sufficient capital in the short term for our current level of operations. This is because we believe that we can attract sufficient product sales and services within our present organizational structure and resources to become profitable in our operations. Additional resources would be needed to expand into additional locations, which we have no plans to do at this time. We do not anticipate needing to raise additional capital resources in the next twelve months In the event that we need additional capital, Mr.Zueger has agreed to loan such funds as may be necessary through December 31, 2010 for working capital purposes.

Our principal source of liquidity will be our operations. We expect variation in revenues to account for the difference between a profit and a loss. Also business activity is closely tied to the U.S. economy, particularly the economy in Denver, Colorado. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop a real estate management business and our ability to generate revenues.

 In any case, we try to operate with minimal overhead. Our primary activity will be to seek to develop clients for our services and, consequently, our sales. If we succeed in developing clients for our services and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.

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Plan of Operation

We have identified several potential properties in the Denver, Colorado and surrounding suburban area which are planned to be developed or re-developed and re-zoned to high density developments along light rail mass transit stations requiring what we believe is a higher level of expertise in property management. There are a total of forty-eight planned Light Rail Mass Transit Stations.

Our initial plan is to service, maintain and manage real estate properties surrounding the forty-eight planned Light Rail Mass Transit Stations around Denver, Colorado and surrounding suburbs.  We offer specialized service to landowners to help them rezone land, identify and screen real estate development opportunities and to manage the projects once they have been constructed. We will not acquire any properties for our own account, but will provide consulting services to our clients and will be available to manage the resulting properties, all for fees.

Once we have successfully developed our plan to service, maintain and manage these specialized real estate properties  in Denver, Colorado and surrounding suburbs, we plan to develop specialized marketing for transportation development initiatives many of the front range cities are adopting in Colorado.

Our plan for the twelve months beginning January 1, 2010 is to operate at a profit or at break even. We are currently in operation and have been since our inception. We have only been profitable for the three months ended February 29, 2008.

Currently, we are conducting business in only one location in the Denver Metropolitan area. We have no plans to expand into other locations or areas. The timing of the completion of the milestones needed to become profitable is not directly dependent on anything except our ability to develop sufficient revenues.

Our principal cost will be marketing our services. At this point, we do not know the scope of our potential marketing costs but will use our existing resources to market our services. Our resources consist of our available cash and advances from Mr. Zueger, who has agreed to loan such funds as may be necessary through December 31, 2009 for working capital purposes.

We believe that we can become profitable for the fiscal year, given sufficient sales. We believe that the timing of the completion of the milestones needed to become profitable can be achieved as we are presently organized with sufficient business.

Other than the shares offered by our last offering and advances from Mr. Zueger, no other source of capital has been identified or sought.

If we are not successful in our proposed operations we will be faced with several options:

1. Cease operations and go out of business;

2. Continue to seek alternative and acceptable sources of capital;

3. Bring in additional capital that may result in a change of control; or

4. Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources

              Currently, we believe that we have sufficient capital or access to capital to implement our proposed business operations or to sustain them for the next twelve months. In the event that we need additional capital, Mr. Zueger has agreed to loan such funds as may be necessary through December 31, 2010 for working capital purposes.

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If we can sustain profitability, we could operate at our present level indefinitely.

To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.

Proposed Milestones to Implement Business Operations

At the present time, we are located in one location in Littleton, Colorado. To try to operate at a break-even level based upon our level of proposed business activity, we believe that we must generate approximately $35,000 in revenue per year. However, if our forecasts are inaccurate, we may need to raise additional funds. In the event that we need additional capital, Mr. Zueger has agreed to loan such funds as may be necessary through December 31, 2010 for working capital purposes.

The results of our proposed operations will depend, among other things, upon our ability to successfully provide management of property assets along high density corridors and transit areas which are currently being developed and re-developed near Light Rail transportation lines in the Denver, Colorado metropolitan area.  Further, there is the possibility that our proposed operations will not generate income sufficient to meet operating expenses or will generate income and capital appreciation, if any, at rates lower than those anticipated or necessary to sustain the investment. Our operations may also be affected by factors which are beyond our control, principally general market conditions and changing client preferences.  Any of these problems, or a combination thereof, could have affect on our viability as an entity. We may never become profitable, fail as an organization, and our investors could lose some or all of their investment.

                It should be noted that we do not have any history of operations and have not yet generat­ed substantial revenues. We are in the process of developing operations. During the first six months of 2009 we plan to market our services through the contacts of our President, Mr. Zueger. We may also use newspaper advertising. However, we primarily plan to rely on the possibility of referrals from clients and will strive to satisfy our clients. We believe that referrals will be an effective form of advertising because of the quality of service that we bring to clients. We believe that satisfied clients will bring more and repeat clients.

To the extent that management is unsuccessful in keeping expenses in line with income, failure to affect the events and goals listed herein would result in a general failure of the business. This would cause management to consider liquidation or merger. We have no plans for any type of business combination.

We believe that we can be profitable or at break even at the end of the current fiscal year, assuming sufficient sales. Based upon our current plans, we have adjusted our operating expenses so that cash generated from operations and from working capital financing is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. We expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $35,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.

In the event that we need additional capital, Mr. Zueger has agreed to loan such funds as may be necessary through December 31, 2010 for working capital purposes. Otherwise, no commitments to provide additional funds have been made by management or current shareholders. There is no assurance that additional funds will be made available to us on terms that will be acceptable, or at all, if and when needed. We expect to continue to generate and increase sales, but there can be no assurance we will generate sales sufficient to continue operations or to expand.

In the next 12 months, we do not intend to spend any material funds on research and development and do not intend to purchase any large equipment.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable

ITEM 4T. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described below; and all of the other information included in this document. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of your investment.

You should carefully consider the risks and uncertainties described below and the other information in this document before deciding to invest in shares of our common stock.

The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.

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Risks Related to Our Business and Industry

We have a limited history of operations and have only been profitable in the first three months of fiscal year 2008.   However, we have negative stockholders equity.

We were formed as a Colorado business entity on August 15, 2007. At the present time, we have a limited history of operations. We were profitable in the first three months of fiscal year 2008. However, there can be no guarantee that we will ever be profitable in the future. From our inception on August 15, 2007 through May 31, 2010, we generated $75,786 in revenue. We had a net loss of $139,435 for this period. For the three months ended May 31, 2010, we generated $1,506 in revenue. We had a net loss of $6,255 for this period.  At May 31, 2010 we had a negative stockholders’ equity of $76,324.

Because we had incurred operating losses from our inception, our accountants have expressed doubts about our ability to continue as a going concern.

For the period ended November 30, 2009, our accountants have expressed doubt about our ability to continue as a going concern as a result of our continued net losses. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

● our ability to increase operations;

● our ability to locate clients who will purchase our management services; and

● our ability to generate revenues.

Based upon current plans, we may incur operating losses in future periods because we may, from time to time, be incurring expenses but not generating sufficient revenues. We expect approximately $30,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.

We have a lack of liquidity and will need additional financing in the future. Additional financing may not be available when needed, which could delay our development or indefinitely postponed.

We are only minimally capitalized. Because we are only minimally capitalized, we expect to experience a lack of liquidity for the foreseeable future in our proposed operations. We will adjust our expenses as necessary to prevent cash flow or liquidity problems. However, we expect we will need additional financing of some type, which we do not now possess, to fully develop our operations. We expect to rely principally upon our ability to raise additional financing, the success of which cannot be guaranteed. We will look at both equity and debt financing, including loans from our principal shareholder. However, at the present time, we have no definitive plans for financing in place, other than the funds which may be loaned to us by Mr. Zueger, our President. In the event that we need additional capital, Mr. Zueger has agreed to loan such funds as may be necessary through December 31, 2010 for working capital purposes. To the extent that we experience a substantial lack of liquidity, our development in accordance with our proposed plan may be delayed or indefinitely postponed, our operations could be impaired, we may never become profitable, fail as an organization, and our investors could lose some or all of their investment.

As a company with limited operating history, we are inherently a risky investment. An investor could lose his entire investment.

We have a limited operating history. Because we are a company with a limited history, the operations in which we engage in real estate management along high density corridors and transit areas, is an extremely risky business. An investor could lose his entire investment.

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Our operations are subject to our ability to successfully market our services. We have no substantial history of being able to successfully market our services. An investor could lose his entire investment.

Our operations will depend, among other things, upon our ability to develop and to market our real estate management services to clients. Further, there is the possibility that our operations will not generate income sufficient to meet operating expenses or will generate income, if any, at rates lower than those anticipated or necessary to sustain the investment. An investor could lose his entire investment.

There are factors beyond our control which may adversely affect us. An investor could lose his entire investment.

Our operations may also be affected by factors which are beyond our control, principally general market conditions and changing client preferences.  Any of these problems, or a combination thereof, could have affect on our viability as an entity. We may never become profitable, fail as an organization, and our investors could lose some or all of their investment.

Intense competition in our market could prevent us from developing revenue and prevent us from achieving annual profitability. In either situation, we may never become profitable, fail as an organization, and our investors could lose some or all of their investment.

We plan to provide to market our real estate management services to clients. The barriers to entry are not significant. More importantly, we face strong competitors in all areas of our business. All aspects of our business are highly competitive. All of our competitors are larger than us and have greater financial resources than we do. All of our competitors have substantially greater experience in management consulting with regard to every area in which we plan to provide service. Competition with these companies could make it difficult, if not impossible for us to compete, which could adversely affect our results of operations. Competition from larger and more established companies is a significant threat and is expected to remain so for us.

Any competition may cause us to fail to gain or to lose clients, which could result in reduced or non-existent revenue. Competitive pressures may impact our revenues and our growth. 

Our success will be dependent upon our management’s efforts. We cannot sustain profitability without the efforts of our management. An investor could lose his entire investment.

Our success will be dependent upon the decision making of our directors and executive officers, particularly Mr. Zueger. These individuals intend to commit as much time as necessary to our business, but this commitment is no assurance of success. The loss of any or all of these individuals, particularly Mr. Zueger, our President, could have a material, adverse impact on our operations. An investor could lose his entire investment. We have no written employment agreements with any officers and directors, including Mr. Zueger. We have not obtained key man life insurance on the lives of any of our officers or directors.

We have limited experience as a public company.  Our inability to operate as a public company could be the basis of your losing your entire investment in us.

We have limited experience as a public company. We have limited experience in complying with the various rules and regulations which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

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Our stock has a limited public trading market and there is no guarantee a trading market will ever develop for our securities. You may not able to sell your shares when you want to do so, if at all.

There has been, and continues to be, a limited public market for our common stock. We trade on the OTC Bulletin Board under the trading symbol TRMH. An active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

● actual or anticipated fluctuations in our operating results;

● changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

● changes in market valuations of other companies, particularly those that market services such as ours;

● announcements by us or our competitors of significant innovations,  acquisitions, strategic partnerships, joint ventures or capital commitments;

● introduction of product enhancements that reduce the need for our products;

● departures of key personnel.

As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.

Applicable SEC rules governing the trading of “Penny Stocks” limit the liquidity of our common stock, which may affect the trading price of our common stock. You may not able to sell your shares when you want to do so, if at all.

Our common stock is currently quoted on the OTC Bulletin Board under the trading symbol TRMH. Since our common stock trades well below $5.00 per share, we are considered a “penny stock” and are subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded.  These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks.  Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser’s agreement to a transaction prior to purchase.  These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.

The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations. You may not able to sell your shares when you want to do so, at the price you want, or at all.

The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.

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 Buying low-priced penny stocks is very risky and speculative. You may not able to sell your shares when you want to do so, if at all.

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.

We do not expect to pay dividends on common stock.

We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.  OTHER INFORMATION

None

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  Exhibits

The following financial information is filed as part of this report:

(a)	(1)	FINANCIAL STATEMENTS
	(2)	SCHEDULES
	(3)	EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

Exhibit Number	Description
3.1*	Articles of Incorporation
3.2*	Bylaws
21.1*	Subsidiaries
31.1	Certification of CEO/CFO pursuant to Sec. 302
32.1	Certification of CEO/CFO pursuant to Sec. 906

            * Previously filed with Form SB-2 Registration Statement, February 1, 2008.

   (b)      The Company filed no reports on Form 8-K during the three months ended May 31, 2010.

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.

	Transit Management Holding Corp.
Date: July 14, 2010	By:	/s/ Chris Zueger Chief Executive Officer Chief Financial Officer

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