UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER: 000-52564
LEE FINE ARTS, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA 51-0588752
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4274 Pondhill Court
San Diego, California 92505
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (951) 341-5977
N/A
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, for the period covered by this report and as at the latest practicable
date:
At June 30, 2007, there were outstanding 2,300,000 shares of the
Registrant's Common Stock, $0.001 par value.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
LEE FINE ARTS, INC.
ITEM 1. FINANCIAL STATEMENTS
Page
----
Balance Sheets 3
Statements of Operations 4
Statements of Stockholders' Equity 5
Statements of Cash Flows 6
Notes to Financial Statements 7
2
LEE FINE ARTS, INC.
BALANCE SHEETS
(unaudited)
As of As of
June 30, 2007 Dec. 31, 2006
------------- -------------
ASSETS
Current Assets
Cash $ 3,765 $ 9,265
Inventory 1,600 1,600
-------- --------
Total Current Assets $ 5,365 10,865
Reproduction Rights to Paintings 1,000 1,000
-------- --------
Total Other Assets 1,000 1,000
-------- --------
TOTAL ASSETS $ 6,365 $ 11,865
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
TOTAL LIABILITIES $ -- $ --
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value:
10,000,000 shares authorized, 0 outstanding
Common stock, $0.001 par value:
50,000,000 shares authorized,
2,300,000 shares issued and outstanding
as of 6/30/2007 and 12/31/2006 2,300 2,300
Paid-in Capital 10,300 10,300
Deficit (6,235) (735)
-------- --------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 6,365 11,865
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 6,365 $ 11,865
======== ========
See Notes to Financial Statements
3
LEE FINE ARTS, INC.
STATEMENT OF OPERATIONS
(unaudited)
Six Months Ended Years Ended
June 30, December 31,
-------------------------- ---------------------------
2007 2006 2006 2005
---------- ---------- ---------- ----------
REVENUE $ -- $ -- $ -- $ --
---------- ---------- ---------- ----------
Total Revenue -- -- -- --
EXPENSES
Professional Expense 5,500 -- 700 --
General & Admin Exps -- -- 35 --
---------- ---------- ---------- ----------
Operating Expense 5,500 -- 735 --
---------- ---------- ---------- ----------
OPERATING INCOME (LOSS) (5,500) -- (735) --
OTHER INCOME (EXPENSE) -- -- -- --
Current Income Tax -- -- -- --
Income Tax Benefit -- -- -- --
---------- ---------- ---------- ----------
NET INCOME (LOSS) (5,500) -- (735) --
========== ========== ========== ==========
Basic and diluted earning
(Loss) per Share (0.002) -- (0.004) --
---------- ---------- ---------- ----------
Weighted average number
of common shares
outstanding 2,300,000 10,000 166,849 10,000
See Notes to Financial Statements
4
LEE FINE ARTS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
Common Stock Preferred Stock
------------------ ------------------ Retained Total
Shares Amount Shares Amount earnings Equity
------ ------ ------ ------ -------- ------
Balance at Dec. 31, 2004 10,000 $ 10 0 $ 0 $ 0 $ 10
---------- ------- --------- ------ ------- --------
Net income for year
Ended Dec. 31, 2005 0 10
---------- ------- --------- ------ ------- --------
Balance at Dec. 31, 2005 10,000 10 0 0 0 10
---------- ------- --------- ------ ------- --------
Common stock issued for
inventory & rights 2,000,000 2,400 2,400
Common stock issued
to shareholders of
former parent 25,000 25 25
Common stock issued
to creditors of
former parent 175,000 175 175
Cancellation of
common stock (10,000) (10) (10)
Preferred stock issued
for services 100,000 100
Conversion of preferred
stock to common stock 100,000 10,000 (100,000) (100) 10,000
Net loss for year
Ended Dec. 31, 2006 (735) (735)
---------- ------- --------- ------ ------- --------
Balance, Dec. 31, 2006 2,300,000 12,600 0 0 (735) (11,855)
---------- ------- --------- ------ ------- --------
Net loss for period
Ended June 30, 2007 (5,500) (5,500)
---------- ------- --------- ------ ------- --------
Balance, June 30, 2007 2,300,000 $12,600 0 $ 0 $(6,235) $ (6,355)
========== ======= ========= ====== ======= ========
See Notes to Financial Statements
5
LEE FINE ARTS, INC.
STATEMENT OF CASH FLOWS
(unaudited)
Six Months Ended Years Ended
June 30, Dec. 31,
----------------------- ----------------------
2007 2006 2006 2005
-------- -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (5,500) $ -- $ (735) $ --
-------- -------- -------- --------
Adjustments to reconcile net income (loss)
to net cash (used in) operations
Changes in operating assets and liabilities -- -- -- --
-------- -------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATIONS (5,500) -- (735) --
CASH FLOWS FROM INVESTING ACTIVITIES -- -- -- --
-------- -------- -------- --------
NET CASH PROVIDED BY INVESTING ACTIVITIES -- -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issuance -- -- 10,000 --
-------- -------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 10,000 --
-------- -------- -------- --------
NET INCREASE (DECREASE) (5,500) -- 9,265 --
-------- -------- -------- --------
CASH BEGINNING OF PERIOD 9,265 -- -- --
-------- -------- -------- --------
CASH END OF PERIOD $ 3,765 $ -- $ 9,265 $ --
======== ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid $ -- $ -- $ -- $ --
-------- -------- -------- --------
Income taxes paid $ -- $ -- $ -- $ --
-------- -------- -------- --------
See Notes to Financial Statements
6
LEE FINE ARTS, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2007 and 2006 and December 31, 2006 and 2005
NOTE 1. NATURE OF BUSINESS
Lee Fine Arts, Inc. ("the Company" or "the Issuer") was organized under the laws
of the State of Nevada on December 8, 1998 under the name Composite Solutions,
Inc. The name was changed to Lee Fine Arts, Inc. by an amendment to the articles
of incorporation filed on April 28, 2006. From inception until October 2004 the
company was involved in providing consulting services on the use of high
technology products and processes to the construction industry.
As a result of the Chapter 11 bankruptcy of the Company's parent, the Company
entered a new business on December 4, 2006. On that date the Company acquired an
inventory of lithographs and the reproduction rights to the paintings of Elfred
Lee. Management believes the Company lacks the resources to effectively market
these lithographs and is therefore engaged in a search for a merger or
acquisition partner with the resources to market these artworks.
NOTE 2. BACKGROUND OF THE COMPANY
The Company was originally established as a wholly owned subsidiary of Composite
Solutions, Inc. ("Composite Parent"), a company which at the time was a publicly
traded Florida corporation engaged in the business of developing and integrating
high technology products and processes for sale to the construction industry.
On October 1, 2004 Composite Parent became insolvent and both Composite Parent
and its subsidiary, the Company, ceased all operations. On October 11, 2004,
Composite Parent filed a voluntary petition for bankruptcy under Chapter 7. The
case was voluntarily dismissed on November 18, 2004, and on May 5, 2005
Composite Parent filed a voluntary petition for bankruptcy under Chapter 11. The
Company was not party to these actions.
Pursuant to the Plan of Reorganization confirmed by the Bankruptcy Court on
December 4, 2006, the Company was spun off from Composite Parent, appointed new
management, and acquired the inventory of lithographs. These actions were
completed on December 4, 2006.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year-end.
B. BASIC EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective February 1997.
Basic net loss per share amounts are computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
7
LEE FINE ARTS, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2007 and 2006 and December 31, 2006 and 2005
C. ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
D. CASH AND CASH EQUIVALENT
For the Balance Sheet and Statements of Cash Flows, all highly liquid
investments with maturity of three months or less are considered to be cash
equivalents.
E. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the excess of the cost of businesses acquired over the fair
value of the identifiable net assets at the date of acquisition. Goodwill and
intangible assets acquired in a purchase or business combination and determined
to have indefinite useful lives are not amortized, but instead are evaluated for
impairment annually and if events or changes in circumstances indicate, the
carrying amount may be impaired per Statement of Financial Accounting Standards,
No.142 ("SFAS 142"), "Goodwill and Other Intangible Assets". An impairment loss
would generally be recognized when the carrying amount of the reporting unit's
net assets exceeds the estimated fair value of the reporting unit. The estimated
fair value is determined using a discounted cash flow analysis. SFAS 142 also
requires that intangible assets with estimable useful lives be amortized over
their respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with SFAS No. 144, "Accounting for
Impairment or Disposal of Long-Lived Assets".
F. REVENUE RECOGNITION
The Company recognizes revenues and the related costs when persuasive evidence
of an arrangement exists, delivery and acceptance has occurred or service has
been rendered, the price is fixed or determinable, and collection of the
resulting receivable is reasonably assured. Amounts invoiced or collected in
advance of product delivery or providing services are recorded as deferred
revenue.
The Company accrues for warranty costs, sales returns, bad debts, and other
allowances based on its historical experience.
G. STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation", provides for the use of a fair value based method
of accounting for stock-based compensation. However, SFAS 123 allows the
measurement of compensation cost for stock options granted to employees using
the intrinsic value method of accounting prescribed by Accounting Principles
Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees",
which only requires charges to compensation expense for the excess, if any, of
the fair value of the underlying stock at the date a stock option is granted (or
at an appropriate subsequent measurement date) over the amount the employee must
pay to acquire the stock. The Company has elected to account for employee stock
8
LEE FINE ARTS, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2007 and 2006 and December 31, 2006 and 2005
options using the intrinsic value method under APB 25. By making that election,
the Company is required by SFAS 123 to provide pro forma disclosures of net loss
as if a fair value based method of accounting had been applied.
H. INCOME TAXES
Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effect of
changes in tax laws and rates on the date of enactment.
I. RECENT ACCOUNTING PRONOUNCEMENTS
In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47 "ACCOUNTING
FOR CONDITIONAL ASSET RETIREMENT OBLIGATIONS--AN INTERPRETATION OF FASB
STATEMENT NO. 143" ("FIN No. 47"). FIN No. 47 clarifies the timing of liability
recognition for legal obligations associated with the retirement of a tangible
long-lived asset when the timing and/or method of settlement are conditional on
a future event. FIN No. 47 is effective for us no later than December 31, 2005.
We do not expect that the adoption of FIN No. 47 will have a material impact on
our financial condition or results of operations.
In May 2005, the FASB issued SFAS No. 154, "ACCOUNTING CHANGES AND ERROR
CORRECTIONS, A REPLACEMENT OF APB NO. 20 AND FASB STATEMENT NO. 3" ("SFAS No.
154"). SFAS No. 154 requires retrospective application to prior periods'
financial statements of a voluntary change in accounting principle unless it is
impracticable. APB Opinion No. 20 "ACCOUNTING CHANGES," previously required that
most voluntary changes in accounting principle be recognized by including in net
income of the period of the change the cumulative effect of changing to the new
accounting principle. This statement is effective for our Company as of January
1, 2006. The Company does not believe that the adoption of SFAS No. 154 will
have a material impact on our financial statements.
In February 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 155, "Accounting for
Certain Hybrid Financial Instruments--an amendment of FASB Statements No. 133
and 140" ("SFAS No. 155"). The provisions of SFAS No. 155 will be effective for
all financial instruments acquired, issued, or subject to a re-measurement (new
basis) event occurring after the beginning of an entity's first fiscal year that
begins after September 15, 2006. The fair value election provided for in
paragraph 4(c) of this Statement may also be applied upon adoption of this
Statement for hybrid financial instruments that had been bifurcated under
paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier
adoption is permitted as of the beginning of an entity's fiscal year, provided
the entity has not yet issued financial statements, including financial
statements for any interim period, for that fiscal year. SFAS No. 155 amends
9
LEE FINE ARTS, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2007 and 2006 and December 31, 2006 and 2005
FASB SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"), and SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No.
140"). SFAS No. 155 resolves issues addressed in SFAS No. 133 Implementation
Issue No. D1, "Application of Statement 133 to Beneficial Interests in
Securitized Financial Assets". This Statement: a) permits fair value
remeasurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation, b) clarifies which
interest-only strips and principal-only strips are not subject to the
requirements of SFAS No.133, c) establishes a requirement to evaluate interests
in securitized financial assets to identify interests that are freestanding
derivatives or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation, d) clarifies that concentrations of credit
risk in the form of subordination are not embedded derivatives, and e) amends
SFAS No.140 to eliminate the prohibition on a qualifying special purpose entity
from holding a derivative financial instrument that pertains to a beneficial
interest other than another derivative financial instrument. The Company is
currently evaluating the impact of adopting SFAS No. 155.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets--an amendment of FASB Statement No. 140" ("SFAS No. 156"). An
entity shall adopt this Statement as of the beginning of its first fiscal year
that begins after September 15, 2006. Earlier adoption is permitted as of the
beginning of an entity's fiscal year, provided the entity has not yet issued
financial statements, including interim financial statements, for any period of
that fiscal year. The effective date of this Statement is the date that an
entity adopts the requirements of this Statement. SFAS No. 156 amends SFAS No.
140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", with respect to the accounting for separately
recognized servicing assets and servicing liabilities. This Statement: a)
requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into a
servicing contract in any of the following situations, b) requires all
separately recognized servicing assets and servicing liabilities to be initially
measured at fair value, if practicable, c) permits an entity to choose between
two subsequent measurement methods for each class of separately recognized
servicing assets and servicing liabilities, d) at its initial adoption, permits
a one-time reclassification of available-for-sale securities to trading
securities by entities with recognized servicing rights, without calling into
question the treatment of other available-for-sale securities under SFAS No.
115, provided that the available-for-sale securities are identified in some
manner as offsetting the entity's exposure to changes in fair value of servicing
assets or servicing liabilities that a servicer elects to subsequently measure
at fair value, and e) requires separate presentation of servicing assets and
servicing liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately recognized
servicing assets and servicing liabilities. The Company is currently evaluating
the impact of adopting SFAS No. 156.
In July 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"), "Accounting
for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109".
FIN 48 requires that the Company recognize in the consolidated financial
statements the impact of a tax position that is more likely than not to be
sustained upon examination based on the technical merits of the position. The
provisions of FIN No. 48 will be effective for the Company beginning in the
March 2007 quarter, with the cumulative effect of the change in accounting
principle recorded as an adjustment to opening retained earnings. The Company is
currently evaluating the impact of adopting FIN No. 48.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. Earlier application is encouraged, provided that the reporting
entity has not yet issued financial statements for that fiscal year, including
any financial statements for an interim period within that fiscal year. The
Company is currently evaluating the impact of adopting SFAS No. 157.
10
LEE FINE ARTS, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2007 and 2006 and December 31, 2006 and 2005
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS
No. 158 provides different effective dates for the recognition and related
disclosure provisions and for the required change to a fiscal year-end
measurement date. Also, the effective date of the recognition and disclosure
provisions differs for an employer that is an issuer of publicly traded equity
securities from one that is not. For purposes of this Statement, an employer is
deemed to have publicly traded equity securities if any of the following
conditions is met: a) the employer has issued equity securities that trade in a
public market, which may be either a stock exchange (domestic or foreign) or an
over-the-counter market, including securities quoted only locally or regionally,
b) the employer has made a filing with a regulatory agency in preparation for
the sale of any class of equity securities in a public market, or c) the
employer is controlled by an entity covered by (a) or (b). An employer with
publicly traded equity securities shall initially apply the requirement to
recognize the funded status of a benefit plan and the disclosure requirements as
of the end of the fiscal year ending after December 15, 2006. Application as of
the end of an earlier fiscal year is encouraged; however, early application
shall be for all of an employer's benefit plans. The requirement to measure plan
assets and benefit obligations as of the date of the employer's fiscal year-end
statement of financial position (paragraphs 5, 6, and 9) shall be effective for
fiscal years ending after December 15, 2008, and shall not be applied
retrospectively. Earlier application is encouraged; however, early application
shall be for all of an employer's benefit plans. An employer with publicly
traded equity securities shall initially apply the requirement to recognize the
funded status of a benefit plan (paragraph 4) and the disclosure requirements
(paragraph 7) as of the end of the fiscal year ending after December 15, 2006.
The Company is currently evaluating the impact of adopting SFAS No. 158.
NOTE 4. GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash or
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. The officers and directors have committed to advancing certain
operating costs of the company.
Management plans to seek a merger or acquisition target with adequate funds to
support operations. Management has yet to identify a merger or acquisition
target, and there is no guarantee that the Company will be able to identify such
a target business in the future.
NOTE 5. STOCKHOLDERS' EQUITY
A. COMMON STOCK
The authorized common stock of the Company consists of 50,000,000 shares with
$0.001 par value. As of December 31, 2006, and as of June 30, 2007, there were a
total of 2,300,000 common shares issued and outstanding.
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
11
LEE FINE ARTS, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2007 and 2006 and December 31, 2006 and 2005
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable
The following stock issuances took place pursuant to the Plan of Reorganization
confirmed by the Bankruptcy Court:
On December 4, 2006, the Company acquired the reproduction rights to the
paintings of Elfred Lee as well as an inventory of his lithography in exchange
for 2,000,000 common shares valued at $ 2,600 or $ .0013 per share.
Also on December 4, 2006, all creditors of Composite Parent (the former parent
company) received their pro rata share of a pool of 175,000 shares of common
stock in the Company and the old shareholders of Composite Parent received their
pro rata share of a pool of 25,000 shares of common stock in the Company.
Also on December 4, 2006, 100,000 preferred shares in the Company were converted
to 100,000 common shares, by payment of a conversion price of $10,000 or $.10
per share.
As a result of these issuances there were 2,300,000 common shares issued and
outstanding on December 31, 2006 and also on June 30, 2007.
B. PREFERRED STOCK
The authorized preferred stock of the Company consists of 10,000,000 shares with
a par value of $0.001 per share.
On December 4, 2006, the Company confirmed 100,000 shares of preferred stock
which was converted into 100,000 shares of common stock on December 4, 2006. The
preferred shares had been awarded by the Court as a "success fee" upon
confirmation of the Plan of Reorganization.
NOTE 6. INCOME TAXES
The Company provided current or deferred U.S. federal income tax provision or
benefit. The Company also provided a valuation allowance on the net deferred tax
asset, consisting of net operating loss carryforwards, because management has
determined that it is more likely than not that the Company will not fully earn
income sufficient to realize the deferred tax assets during the carryforward
period.
NOTE 7. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer of
the corporation provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officers and directors for the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interest. The Company has not formulated a policy for the resolution of
such conflicts.
12
LEE FINE ARTS, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2007 and 2006 and December 31, 2006 and 2005
NOTE 8. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.
NOTE 9. SUBSEQUENT EVENTS
There is no subsequent event to disclose.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The discussion contained herein contains "forward-looking statements" that
involve risk and uncertainties. These statements may be identified by the use of
terminology such as "believes," "expects," "may," "should" or anticipates" or
expressing this terminology negatively or similar expressions or by discussions
of strategy. The cautionary statements made in this Form 10QSB should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10QSB. Our actual results could differ materially from those
discussed in this report.
Lee Fine Arts, Inc. (the "Company") was incorporated on December 8, 1998
under the laws of the State of Nevada and under the name of Composite Solutions,
Inc. The Company provided consulting services on the use of high technology
products and processes to the construction industry in general and to the
earthquake retrofit industry in particular. The Company was a wholly owned
subsidiary of Composite Solutions, Inc. ("Composite Parent"), a company which at
the time was a publicly traded Florida corporation engaged in the business of
developing and integrating high technology products and processes for sale to
the construction industry. The Company amended its Articles of Incorporation to
change its name to the current name, Lee Fine Arts, Inc., on April 28, 2006.
On October 1, 2004 the Company's parent, Composite Solutions, Inc., became
insolvent and both Composite and its subsidiary, the Issuer, ceased all
operations. On October 11, 2004 Composite filed a voluntary petition for
bankruptcy under Chapter 7. The case was voluntarily dismissed on November 18,
2004, and on May 5, 2005 Composite filed a voluntary petition for bankruptcy
under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of California in San Diego (Case No. 05-04045).
On December 4, 2006 the Court confirmed the Plan of Reorganization proposed
by Composite. Pursuant to the Plan, as confirmed by the Bankruptcy Court, all
creditors of Composite were paid their pro rata share of a pool of cash and
their pro rata share of a pool of shares of common stock in Composite.
Also pursuant to the Plan, as confirmed by the Bankruptcy Court, the Issuer
was "spun off." All creditors of Composite Parent received their pro rata share
of a pool of 175,000 shares of common stock in Lee Fine Arts, Inc., while all
old shareholders of Composite Parent received their pro rata share of a pool of
25,000 shares of common stock in Lee Fine Arts, Inc. The shares were issued
pursuant to section 1145 of the Bankruptcy code and are exempt from the
registration requirements of Section 5 of the Securities Act of 1933 and any
state or local law requiring registration for an offer or sale of securities. As
a result of these issuances, Composite Parent no longer held any shares in the
Company.
Also pursuant to the Plan as confirmed by the Bankruptcy Court, Lee Fine
Arts, Inc. acquired an inventory of fine art lithographs and the exclusive right
to reproduce the original paintings of Elfred Lee, a noted artist. The inventory
and reproduction rights are the Company's only assets apart from $3,765 in cash.
Development of an efficient art sales organization can be a costly process and
the art industry is highly competitive. Management has concluded that the
Company does not have the resources to complete in this market.
Therefore, as of the date hereof, the Company can be defined as a "shell"
company, an entity which is generally described as having no or nominal
operations and with no or nominal assets. As a shell company, our purpose at
this time, described more fully below, is to negotiate and consummate a
licensing agreement or a merger or an acquisition with a larger entity which
will bring greater value to our shareholders. We hope to consummate this
business combination with an entity engaged in a related business and thus
capable of utilizing the rights and inventory currently owned by the Company,
however we will not limit our search for a business combination target to only
businesses engaged in the sale of lithography.
14
FINANCIAL CONDITION.
Our auditor's going concern opinion for prior years ended and the notation
in the financial statements indicate that we do not have significant cash or
other material assets and that we are relying on advances from stockholders,
officers and directors to meet limited operating expenses.
LIQUIDITY AND OPERATIONAL RESULTS.
The Company has no current operating history and does not have any revenues
or earnings from operations. The Company has no assets or financial resources.
We will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the closing of a merger with or acquisition of an
operating business.
We are dependent upon our officers to meet any de minimis costs that may
occur. Our two officers and directors have agreed to provide the necessary
funds, without interest, for the Company to comply with the Securities Exchange
Act of 1934, as amended, provided that they are officers and directors of the
Company when the obligation is incurred. All advances are interest-free.
LIQUIDITY.
As of June 30, 2007, we had assets of $6,365 consisting of our inventory
(valued at $1,600), our rights (valued at $1,000), and cash of $3,765. As of
June 30, 2007 we had no liabilities. As of December 31, 2006, our last year end,
we had cash of $9,265.
We had no revenues during 2005 or 2006 and we had no revenues during the
six month period ended June 30, 2007, and we have no prospect of significant
revenues unless we complete a merger or acquisition with a revenue producing
entity, of which there can be no assurance. We had a loss for the year ended
December 31, 2006 of $735 and a loss for the six month period ended June 30,
2007 of $5,500, and we have the prospect of continued losses unless we complete
a merger or acquisition with a profitable entity, of which there can be no
assurance.
ACCOUNTING FOR A BUSINESS COMBINATION.
In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS" No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. Recorded goodwill and intangibles will
be evaluated against these new criteria and may result in certain intangibles
being subsumed into goodwill, or alternatively, amounts initially recorded as
goodwill may be separately identified and recognized apart from goodwill. SGAS
No. 142 requires the use of a non-amortization approach to account for purchased
goodwill and certain intangibles. Under a non-amortization approach, goodwill
and certain intangibles is more than its fair value. Goodwill is the excess of
the acquisition costs of the acquired entity over the fair value of the
identifiable net assets acquired. The Company is required to test goodwill and
intangible assets that are determined to have an indefinite life for impairments
at least annually. The provisions of SFAS No. 142 require the completion of an
annual impairment test with any impairment recognized in current earnings. The
provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business
combination that we may enter into in the future.
We have also been informed that most business combinations will be
accounted for as a reverse acquisition with us being the surviving registrant.
As a result of any business combination, if the acquired entity's shareholders
will exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity. Therefore, the
accounting for the business combination is identical to that resulting from a
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reverse merger, except no goodwill or other intangible assets will be recorded.
For accounting purposes, the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing entity.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company has not considered nor conducted any research concerning
qualitative and quantitative market risk.
ITEM 4. EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES.
Based on an evaluation of our disclosure controls and procedures as of the
end of the period covered by this Form 10QSB (and the financial statements
contained in the report), our president and treasurer have determined that the
our current disclosure controls and procedures are effective.
There have not been any changes in our internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or
any other factors during the quarter covered by this report, that have
materially affected, or are reasonably likely to materially affect our internal
control over financial reporting.
PART II
OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN THE RIGHTS OF THE COMPANY'S SECURITY HOLDERS
None
ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
None
ITEM 5 - OTHER INFORMATION
AUDIT COMMITTEE.
Our board of directors has not established an audit committee. In addition,
we do not have any other compensation or executive or similar committees. We
will not, in all likelihood, establish an audit committee until such time as the
Company generates a positive cash flow of which there can be no assurance. We
recognize that an audit committee, when established, will play a critical role
in our financial reporting system by overseeing and monitoring management's and
the independent auditors' participation in the financial reporting process. At
such time as we establish an audit committee, its additional disclosures with
our auditors and management may promote investor confidence in the integrity of
the financial reporting process.
Until such time as an audit committee has been established, the full board
of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, and (ii)
discussions with the independent auditors the matters required to be discussed
by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or
supplemented.
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CODE OF ETHICS.
We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer and persons
performing similar functions. The code of ethics will be posted on the investor
relations section of the Company's website in the event that we have a website.
At such time as we have posted the code of ethics on our website, we intend to
satisfy the disclosure requirements under Item 10 of Form 8-K regarding an
amendment to, or waiver from, a provision of the code of ethics by posting such
information on the website.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter covered by this
report.
The following exhibits are filed with this report:
31.1 Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer.
32.1 Section 1350 Certification - Chief Executive Officer.
32.2 Section 1350 Certification - Chief Financial Officer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 13, 2007 LEE FINE ARTS, INC.
By: /s/ Elfred Lee
---------------------------------
Elfred Lee
President and Director
By: /s/ Martha Lee
---------------------------------
Martha Lee
Secretary, Treasurer and Director
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