Lehman T H & CO Inc - Annual Report (10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended March 31, 2008.

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to .

Commission file number 2-87738

T.H. LEHMAN & CO., INCORPORATED

(Exact name of small business issuer as specified in its charter)

Delaware	22-2442356
(State or other jurisdiction of incorporation or organization)	(I.R.S./Employer Identification No.)

1155 Dairy Ashford Rd., Suite 650, Houston, Texas 77079

(Address of principal executive offices)

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

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.01 par value

Preferred Stock, $.01 par value

Indicate whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes £ No S

Indicate if the registrant is not required to file pursuant to Section 13 or Section 15(d) of the Act.

Yes £ No S

Indicate whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes S No £

Indicate if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Park III of this Form 10-K or any amendment to this Form 10-K S

Indicate whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer □ Non-accelerated filer □ Accelerated filer □ Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes □ No S

The registrant’s revenues for the fiscal year ended March 31, 2008 were $98,672.

The aggregate market value of the voting stock held by non-affiliates, of the registrant is approximately $3,203,504.70 as of May 6, 2008. This is based on 5,824,554 shares of common stock held by non-affiliates. (Based upon the price at which the common stock was sold or the average bid and asked of such common stock for the last trading date prior to that date).

The number of shares outstanding of the issuer’s class of common stock as of May 6, 2008 was 6,970,118.

TABLE OF CONTENTS

			Page
PART I.
	Item 1.	Description of Business	3
	Item 2.	Description of Property	4
	Item 3.	Legal Proceedings	4
	Item 4.	Submission of Matters to a Vote of Security Holders	4

PART II.
	Item 5.	Market for Common Equity and Related Stockholder Matters	4
	Item 6.	Management’s Discussion and Analysis or Plan of Operation	4
	Item 7.	Financial Statements	6
	Item 8.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6
	Item 8A.	Controls and Procedures	6

PART III.
	Item 9.	Directors, Executive Officers, Promoters, and Control Persons; Compliance with Section 16(a) of the Exchange Act	7
	Item 10.	Executive Compensation	7
	Item 11.	Security Ownership of Certain Beneficial Owners and Management	8
	Item 12.	Certain Relationships and Related Transactions	8

PART IV.
	Item 13.	Exhibits and Reports on Form 10-K	9
		Index to Consolidated Financial Statements	F-1
		Report of Independent Registered Public Accounting Firm	F-2
		Consolidated Financial Statements for the Years Ended arch 31, 2008 and 2007	F-3
		Notes to Consolidated Financial Statements	F-7

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PART I

BUSINESS ITEM 1.

DESCRIPTION OF BUSINESS

Introduction:

T.H. Lehman & Co., Incorporated (referred to as the "Company or Registrant"), was organized in March, 1983 as a Small Business Development Company ("SBDC") and was an SBDC until April, 1988. From April, 1988 to August, 1990 it operated through subsidiaries as a broker/dealer and investment advisor. Although it is no longer an SBDC and has sold its broker/dealer and investment advisory business, the Company continues to maintain certain of its investments.

Non-Operating Reporting Entity:

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. The history of the Company’s business is detailed below.

Medical Financial Services:

The Company in August 1992 began operations in the area of medical financial services, such services being provided through specific subsidiaries. The primary focus of these operations was the financing and collection of accounts receivable generated by medical practitioners through their provision of diagnostic services and patient treatment.

MedFin Management Corp. was created to provide medical practitioners with non- medical general and administrative functions such as accounting, marketing, management, non-medical staffing, facilities, equipment, and billing and collection of receivables. Revenues were derived from fees charged for these services. The company had one client, which operated a specialty clinic in the Los Angeles, California area. This client concentrated its practice on workers' compensation medicine and treatment for personal injury victims, providing services primarily on a lien basis. Beginning in June 2000, the client decided to stop practicing medicine and transfer his clients and files to another provider. In April 2000, Med-Fin Management Services, Inc. was created to provide the new client with the same service.

MedFin Management Corp. and Med-Fin Management Services, Inc. received, as a fee for their clinic management services, revenues that were indirectly related to the overall collections of their client practitioners' receivables. MedFin Management Corporation and Med-Fin Management Services, Inc. also provided working capital on an as-needed basis to those clients with receivables as collateral for such advances and UCC filings made thereon. However, the Company was not engaged in the practice of medicine which, for non- doctor controlled entities, is not legally allowed in California.

As a further adjunct to the financing/management services provided through subsidiaries to medical practitioners, effective February 1, 1993, the Company purchased Healthcare Professional Billing Corp. (HPB), in Broomfield, Colorado a billing and collection service that is utilized by doctors in the metropolitan Denver and surrounding areas.

In a transaction that was effective October 1, 1996, the Company transferred 50% of the outstanding stock and substantially all of the control of Healthcare Professional Billing Corp. to certain key employees of that company. Until that time, Healthcare Professional Billing Corp. was a wholly-owned subsidiary of the Company. As a result of the transfer, the subsidiary's financial position, results of operations and cash flows are not consolidated with that of the Company's subsequent to the transfer date, however, until advances made to HPB are paid off the Company will receive part of HPB's positive cash flow.

The Company wound down its medical business management office in February 2005, the date its medical office lease expired. In February 2005 the Company had closed all its patients’ cases and final billed all the services rendered by the providers, and, for the patients that could not be finalized, referred them to other providers, but billed through the date that the providers had rendered services. The Company has engaged a consultant to follow up on collections for all its receivables that have been assigned to the medical business management entity. The collection of these receivables is significantly complete. The Company does not expect significant collections nor incurring significant costs on the remaining provider receivables that it manages. The valuation of the existing receivables as of March 31, 2008 after taking into consideration the expected future collection costs is zero. There were no long-lived assets related to the discontinued operation nor are there expected to be gains or losses from the discontinuance of the medical business management segment.

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Environmental Matters:

The Company was subject to various laws and regulations with respect to employee health and safety and the protection of the environment. The Company believes that it was in substantial compliance with such laws and regulations.

Employees:

The Company employs 1 person as a consultant in the medical management field that is engaged in the collection effort of provider receivables. The Company believes that its employee relations are satisfactory. Employees are not subject to any collective bargaining agreement and work stoppages have not yet materially affected the Company's business.

ITEM 2.

DESCRIPTION OF PROPERTY

The Company presently has an administrative sharing arrangement which, among other things, provides use of other office facilities in Houston, Texas. MedFin Management Corporation currently leases office space in Sherman Oaks, California that is being utilized for collection and record storage purposes. Monthly rental payments are $695, including all utilities. The rental of this space will end as of June 30, 2008.

ITEM 3.

LEGAL PROCEEDINGS

Neither the Company nor its subsidiaries is currently party to any other material legal proceeding.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not have any matters to submit to a vote of the security holders.

PART II

ITEM 5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

a)	Market Information

The Company's Common Stock (symbol THLM) is traded in the Over-The-Counter Market, on the Electronic Bulletin Board. The range of high and low bid quotations as reported by the NASDAQ Inter-Dealer Quotation System for the two year period ended March 31, 2008 are as follows:

For the Quarter Ended	High		Low

June 30, 2006	$	.20	$	.20
September 30, 2006	$	.20	$	.20
December 31, 2006	$	.20	$	.20
March 31, 2007	$	.20	$	.20

June 30, 2007	$	.60	$	.60
September 30, 2007	$	.60	$	.60
December 31, 2007	$	.75	$	.75
March 31, 2008	$	.55	$	.55

The above quotations do not include commissions, markups, or markdowns and may not represent actual transactions.

b)	Number of Holders of Common Stock

As of May 6, 2008 the Company had approximately 118 shareholders of record. Cede & Co. was the registered holder of 1,044,313 shares. Because many of the shares are registered in street name, the Company believes that there are a substantially greater number of beneficial owners.

c)	Dividends on Common Stock

The Company's Board of Directors does not currently intend to pay cash dividends and has not paid any in the two year period ended March 31, 2008.

ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Critical Accounting Policies:

The discussion of the financial condition and results of operations are based upon the audited 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.

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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 are critical to the understanding of the Company's consolidated financial statements.

Revenue Recognition and Allowance for Doubtful Accounts:

The Company derived its management fee (discontinued operations) revenue under the contractual provisions between the Company as the manager and the professional health care provider. The Company earned its management fee based on a percentage of net revenue to be derived by the health care provider. This management fee was recorded in the accounting records on an accrual basis as a percentage of the professional health care company's net revenues, which gave effect to the difference between, established charges and estimated third-party payer payments. The Company further provided an allowance for doubtful accounts to reduce its receivables to their net realizable value based on estimates by management for general factors such as the aging of the receivables and historical collection experience.

Statements of Operations for continuing operations:

Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007

Revenues totaled $98,672 during the fiscal year ended March 31, 2008, 92.9% lower than the previous year’s revenues of $1,387,264. Realized gain from sales of securities for the year 2008 was $85,459 compared to $1,351,824 for 2007. Operating expenses in 2008 were $114,441 compared to $91,121 in 2007, an increase of 25.6%. The increase is due to an increase in Professional fees due to new business explorations. Interest expense was $0 in 2008 compared to $11,778 in 2007 after all remaining loans were paid off in 2007.

Fiscal Year Ended March 31, 2007 Compared to Fiscal Year Ended March 31, 2006

Revenues totaled $1,387,264 during the fiscal year ended March 31, 2007, 3,611% higher than the previous year’s revenues of $37,381. Included in the total 2007 revenues is $1,346,238 of realized gain from sales of KSW, Inc. Operating expenses remained very comparable from $91,788 in 2006 to $91,121 in 2007. General and Administrative expenses were relatively the same with interest expense decreasing 27.0% from $16,148 to $11,778 after all remaining loans were paid off in 2007.

Statements of Operations for discontinued operations:

Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007

On a net basis there was a loss in 2008 of $27,477 compared to a loss in 2007 of $35,322 a decrease of 22%. Income from collections in 2008 was $21,416 compared to $133,000 in 2007. General and Administrative expenses decreased to $48,893 in 2008 compared to $168,322 in 2007, mainly due to lower collection costs and professional fees in collecting the receivables and the write down of the remaining receivables in 2007.

Fiscal Year Ended March 31, 2007 Compared to Fiscal Year Ended March 31, 2006

Due to the collection of receivables (discontinued operations) greater than previously expected, fiscal year ended March 31, 2007 had revenues of $133,000 compared to $0 for the prior fiscal year ended March 31, 2006. General and Administrative expenses increased to $168,322 in 2007 compared to $134,750 in 2006 mainly due to a write off of the remaining receivables as uncollectible.

Liquidity, Capital Resources and Income Taxes

At March 31, 2008 cash amounted to $530,130 a decrease of $411,776 over 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 and distribution of HPB's profit.

The Company anticipates that internally generated cash will be sufficient to finance overall operations.

The Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management of the Company expects that cash balances at March 31, 2008 will be adequate to maintain its corporate existence. However, no assurance can be provided that these results will materialize.

Ultimately, the Company’s ability to continue as a going concern is dependent upon its ability to attract new sources of capital, establish an acquisition or reverse merger candidate with continuing operations, attain a reasonable threshold of operating efficiencies and achieve profitable continuing operations.

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The Company is seeking to acquire businesses and may be in various stages of negotiations at any point in time which may or may not result in consummation of a transaction. To provide funding for such acquisitions it may take a number of actions including (i) selling of its existing investments (ii) use of available working capital (iii) seeking short or long term loans (iv) issuing stock. In addition, the Company may seek additional equity funds if needed. These sources of capital may be both conventional and non-traditional. The Company has no existing funding commitments and is presently under no contractual obligation to make any investment or acquisition.

At March 31, 2008, the Company had an operating tax loss carry forward of approximately $4,800,000.

Impact of Inflation and Other Business Conditions

Generally, increases in the Company's operating costs approximate the rate of inflation. In the opinion of management, inflation has not had a material effect on the operation of the Company. The Company has historically been able to react effectively to increases in labor or other operating costs through a combination of greater productivity and selective price increases where allowable.

ITEM 7.

FINANCIAL STATEMENTS

The financial statements and supplementary data are listed at "ITEM 13: EXHIBITS AND REPORTS ON FORM 10-K" in this document.

(See Index Exhibits Part IV Item 13 (a) Financial Statements: F1)

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 8A.

CONTROLS AND PROCEDURES

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act, as amended, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. In order to evaluate the effectiveness of our internal control over financial reporting as of March 31, 2008, as required by Sections 404 of the Sarbanes-Oxley Act of 2002, our management commenced an assessment, based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “ COSO Framework “). A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In assessing the effectiveness of our internal control over financial reporting, our management, including the chief executive officer and chief financial officer, did not identify any deficiencies.

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Management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented. We have put an implementation plan in place whereby in fiscal year 2009 sufficient testing to satisfy COSO requirements will be performed. The absence of the ability to conclude as to the sufficiency of internal controls, is a material weakness.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal controls were not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only managements report in this annual report.

Changes in Internal Control Over Financial Reporting . There were no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation above.

ITEM 8B.

OTHER INFORMATION

None.

PART III

ITEM 9.

DIRECTORS , EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Directors and Executive Officers of the Company are as follows:

Name	Age	Director Since	Position

Elliot Gerstenhaber	62	1996	Director
Raffaele Attar	35	2000	Director
Gary Poe	41		Secretary/Treasurer

The term of office of each director is until the next Annual Meeting of Shareholders, or until such time as their successors shall have been duly elected and qualified. Officers serve at the pleasure of the board. There are no family relationships between any of the Company's directors or officers.

Background of Officers and Directors:

Elliot Gerstenhaber is a 1968 graduate of the University of Pennsylvania. He received a juris doctorate degree from South Texas College of Law in 1975. In 1995 he left the private practice of law to develop real estate throughout the southeastern United States. He is President of Segue, Inc., a privately-held company.

Raffaele Attar graduated from St. John's College in 1995 with a degree in Philosophy and Mathematics. Mr. Attar has 11 years of experience as an investment analyst including 8 years experience in the medical financing industry.

Gary Poe is a 1989 graduate of Sam Houston State University holding a B.A. degree in General Business. Mr. Poe has been associated with Woodco Fund Management (WFM) since March 1999. Prior to joining WFM, Mr. Poe worked as an assistant controller with a hotel management company in Houston, Texas. Mr. Poe has over 19 years of financial accounting experience.

ITEM 10.

EXECUTIVE COMPENSATION

Compensation of Officers and Directors:

Set forth below is the aggregate remuneration paid to the Company's officers during the fiscal years ended March 31, 2008, 2007, and 2006.

Name and Principal Position	Year	Salary		Restricted Stock Awards
None	2008	$	0	$	0
None	2007	$	0	$	0
None	2006	$	0	$	0

ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

The following table lists, to the best of the Company's knowledge, the beneficial stock ownership of those persons owning beneficially more than 5% of the Company's outstanding common stock, as well as the stock ownership of executive officers and each director as of May 6, 2008:

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Name and Address Of Beneficial Owner			Amount and Nature Of Beneficial Owner		Percent of Class

Title of Class (a) Common Stock

Monahan Corporation, N.V.	(2	)
Landhuis Joonchi				3,144,238		45.11	%
Kaya Richard J. Beaujon z/n
P.O. Box 837
Curacao, Netherlands Antilles

Burton, N.V.	(2	)
Landhuis Joonchi				281,383		4.04	%
Kaya Richard J. Beaujon z/n
P.O. Box 837
Curacao, Netherlands Antilles

Russell Molina	(3	)
6616 Sewanee				480,000		6.89	%
Houston, Texas 77005

Beech Glen, Inc.	(1	)
c/o Capital Holdings, Inc.				598,164		8.58	%
1155 Dairy Ashford, Suite 650
Houston, TX 77079

New Horizons Investments Fund N.V.	(2	)
Landhuis Joonchi				610,538		8.76	%
Kaya Richard J. Beaujon z/n
P.O. Box 837
Curacao, Netherlands, Antilles

(b) Security Ownership of Management

Dibo Attar	(1	)		200,000

Elliot Gerstenhaber				-0-

Raffaele Attar				90,400

Directors and Officers as Group 5 persons (1) (2) (3)				5,404,723		77.54	%

Notes to Table of Beneficial Owners and Management:

(1) Dibo Attar is a consultant to Capital Holdings, Inc., parent to Beech Glen, Inc. and father of Raffaele Attar.

(2) Monahan Corporation, N.V., Burton, N.V., and New Horizons Investments Fund, N.V. are each Netherlands Antilles corporations whose shareholders comprise groups of European investors, none of which are otherwise affiliated with the Company. None of the individual shareholders holds an effective ownership of the Company exceeding 4.9%.

(3) Russell Molina resigned as Director and President of T.H. Lehman & Co., Inc. effective October 3, 2002.

Except as otherwise indicated, the address for each of the above persons is c/o T.H. Lehman & Co., Incorporated, 1155 Dairy Ashford Rd., Suite 650, Houston, Texas 77079.

ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the years ended March 31, 2008 and March 31, 2007, the Company incurred management fees for facilities and services provided by Woodco Fund Management Inc., in the amount of $49,358 and $49,358 respectively. Such services are believed to have been provided on terms no less favorable than available from a third party. Woodco Fund Management Inc. is a asset management company offering fee based services for accounting, record keeping and clerical services and is controlled by related parties.

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.

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Stock Transaction Reports by Officers, Directors and 10% Stockholders:

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers and holders of more than 10% of the Company's common stock to file with the Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. To the Company's knowledge, based solely on copies of reports furnished to the Company and representation that no other reports were required, during the fiscal year ending March 31, 2008 all Section 16(a) filing requirements were complied with in a timely manner.

PART IV

ITEM 13.

EXHIBITS AND REPORTS ON FORM 10-K

The following documents are filed as a part of this report:

Independent Auditor's Report

Consolidated Balance Sheets

As of March 31, 2008 and 2007

Consolidated Statements of Operations

Years Ended March 31, 2008 and 2007

Consolidated Statements of Changes in Stockholders' Equity

Years Ended March 31, 2008 and 2007

Consolidated Statements of Cash Flows

Years Ended March 31, 2008 and 2007

Notes to Consolidated Financial Statements

(a)

Financial Statements - See Index to Financial Statements at Page F-1.

(b)

Exhibits:

Exhibit No. Exhibit

3.1	Certificate of Incorporation of T.H. Lehman & Co., Incorporated (the Company) as amended.*

3.2	By-laws of the Company. Incorporated by reference from the Company's Form 8-A dated October 31, 1984 for Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934.*

14.1	Code of Ethics

*These items have been previously submitted and are therefore incorporated only by reference.

Individual financial statements of the Company are not furnished because consolidated financial statements are furnished.

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets
March 31, 2008 and 2007	F-3

Consolidated Statements of Operations and Comprehensive Income (Loss)
Years Ended March 31, 2008 and 2007	F-4

Consolidated Statements of Stockholders' Equity
Years Ended March 31, 2008 and 2007	F-5

Consolidated Statements of Cash Flows
Years Ended March 31, 2008 and 2007	F-6

Notes to Consolidated Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors T.H. Lehman & Co., Incorporated

I have audited the consolidated balance sheets of T.H. Lehman & Co., Incorporated and Subsidiaries (the "Company") as of March 31, 2008 and 2007 and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These consolidated financial statements fare the responsibility of the Company's management. My responsibility is to express an opinion on these consolidated financial statements based on my audits.

I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. I believe my audits provide a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial positions of T.H. Lehman & Co., Incorporated and Subsidiaries as of March 31, 2008 and 2007 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company had limited liquid resources, recurring losses, and is seeking to implement its business plan, which requires the Company to acquire or develop a business. These matters raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

/s/ JEFFREY S. GILBERT, CPA

Los Angeles, California June 25, 2008

F-2

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 31, 2008 AND MARCH 31, 2007

ASSETS

	2008			2007

CURRENT ASSETS

Cash	$	530,130		$	941,906
Accounts receivable – related party		48,902			60
Accounts receivable		27,461			0
Current portion of non-current receivable - related party		0			98,860
TOTAL CURRENT ASSETS		606,493			1,040,826
OTHER ASSETS Securities available for sale		162,118			243,580
TOTAL OTHER ASSETS		162,118			243,580
TOTAL ASSETS	$	768,611		$	1,284,406

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Management fees – related party	$	0		$	349,575
Management fees from discontinued operations - related party		0			54,112
TOTAL CURRENT LIABILITIES		0			403,687
TOTAL LIABILITIES		0			403,687
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY Common stock-par value $.01; authorized 20,000,000 shares, issued 6,970,118 shares at March 31, 2008 and 2007		69,701			69,701
Preferred stock-par value $.01; authorized 10,000,000 shares, issued 0 shares at March 31, 2008 and 2007		0			0
Additional paid-in capital		8,076,340			8,076,340
Unrealized gain on investments		136,717			205,580
Accumulated deficit		(7,465,710	)		(7,422,464	)
Treasury stock at cost - 25,000 shares		( 48,438	)		( 48,438	)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		768,611			880,719
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	$	768,611		$	1,284,406

See accompanying Notes to Consolidated Financial Statements

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007

	2008			2007

REVENUES Interest and dividends	$	1,119		$	28,218
Realized gain from sales of securities Available for sale		85,459			1,351,824
Miscellaneous income		12,094			7,222
TOTAL REVENUES		98,672			1,387,264

OPERATING EXPENSES
Selling, general and administrative		114,441			79,343
Interest expense		0			11,778
TOTAL OPERATING EXPENSES		114,441			91,121
INCOME/(LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		( 15,769	)		1,296,143

PROVISION FOR INCOME TAXES		0			0
INCOME/(LOSS) FROM CONTINUING OPERATIONS		( 15,769	)		1,296,143

(LOSS) FROM DISCONTINUED OPERATIONS		( 27,477	)		( 35,322	)
NET INCOME / (LOSS)		( 43,246	)		1,260,821

OTHER COMPREHENSIVE INCOME: Unrealized gain on securities		16,596			649,683
Less: reclassification adjustment for gain included in net income		( 85,459	)		(1,351,824	)
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS)		(68,863	)		( 702,141	)
COMPREHENSIVE INCOME	$	( 112,109	)	$	558,680
PER SHARE DATA:

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		6,945,118			6,945,118

NET INCOME/LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS	$	(0.00	)	$	0.19

NET INCOME/(LOSS) PER COMMON SHARE FROM DISCONTINUED OPERATIONS		(0.00	)		(0.01	)

NET INCOME/LOSS PER COMMON SHARE	$	(0.01	)	$	0.18

See accompanying Notes to Consolidated Financial Statements

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007 BALANCE

	Common Stock				Additional					Unreal. Gain on			Treasury Stock
	Shares				Paid-in		Accumulated			Sec Avail.			for Shares
	Issued		Amount		Capital		Deficit			for sale			Held		Amount			Total

		6,970,118	$	69,701	$	8,076,340	$	(8,683,285	)	$	907,721			25,000	$	(48,438	)	$	322,039

Unrealized loss on securities available for sale:											(702,141	)							( 702,141	)
Net income								1,260,821											1,260,821
BALANCE, March 31, 2007:

		6,970,118		69,701		8,076,340		(7,422,464	)		205,580			25,000		(48,438	)		880,719

Unrealized loss on securities available for sale											( 68,863	)							( 68,863	)
Net loss								( 43,246	)										( 43,246	)
BALANCE, March 31, 2008:

		6,970,118	$	69,701	$	8,076,340	$	(7,465,710	)	$	136,717			25,000	$	(48,438	)	$	768,611

See accompanying Notes to Consolidated Financial Statements

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007

	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES

Net income/(loss) from continuing operations	$	( 15,769	)	$	1,296,143
Net(loss) from discontinued operations		( 27,477	)		( 35,322	)

Adjustments to reconcile net income/(loss) to Net cash used in operating activities:
Realized gain from sales of securities available for sale		85,459			1,346,238
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable – related party		( 48,842	)		( 60	)
Accounts receivable		( 27,461	)		0
Value of marketable securities		( 3,997	)		( 362,335	)
Increase (decrease) in:
Accounts payable –management fees-related party		( 403,687	)		( 384,830	)
Accrued liabilities		( 68,863	)		( 728,122	)
NET CASH PROVIDED/(USED) FOR OPERATING ACTIVITIES		( 510,636	)		1,131,712

CASH FLOWS FROM INVESTING ACTIVITIES

Loans made evidenced by notes receivable		0			( 98,843	)
Collection of notes receivable		0			202,793
Decrease in non-current receivables		0			49,359
Loan made/(paid) evidenced by notes receivable-related party		98,860			( 42,607	)
Decrease in non-current receivables related party		0			45,000
Proceeds from sale of securities available for sale		0			5,586
NET CASH PROVIDED FROM INVESTING ACTIVITIES		98,860			161,288

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of long-term debt		0			( 397,348	)
NET CASH (USED)/PROVIDED BY FINANCING ACTIVITIES		0			( 397,348	)
INCREASE IN CASH		( 411,776	)		895,652

CASH – BEGINNING OF YEAR		941,906			46,254

CASH - END OF YEAR	$	530,130		$	941,906

CASH PAID DURING THE PERIODS FOR:

Interest	$	0		$	26,103

See accompanying Notes to Consolidated Financial Statements

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2008 AND 2007

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Outlook – As of March 31, 2008, the Company had no continuing business operations. Any perceived value in the Company is both speculative and intangible in nature. The Company is operating as a public shell and its business operations consist of management seeking merger and acquisition candidates with ongoing operations and the collection of receivables from its discontinued operations.

Cash totaled $530,130 at March 31, 2008. The Company had nominal revenues from continuing operations for the year ended March 31, 2008. The Company’s cash will be used to fund operations.

Ultimately, the Company’s ability to continue as a going concern is dependent upon it’s ability to attract new sources of capital, establish an acquisition or reverse merger candidate with continuing operations, attain a reasonable threshold of operating efficiencies, and achieve profitable continuing operations.

The Company is 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.

Current Accounting Pronouncements – In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141R”), which revises current purchase accounting guidance in SFAS No. 141, Business Combinations . SFAS No. 141R requires most assets acquired and liabilities assumed in a business combination to be measured at their fair values as of the date of acquisition. SFAS No. 141R also modifies the initial measurement and subsequent re-measurement of contingent consideration and acquired contingencies, and requires that acquisition related costs be recognized as expense as incurred rather than capitalized as part of the cost of the acquisition. SFAS No. 141R is effective for fiscal years beginning after December 15, 2008 (the Company’s fiscal 2009) and is to be applied prospectively to business combinations occurring after adoption. The impact of SFAS No. 141R on the Company’s consolidated financial statements will depend on the nature and extent of the Company’s future acquisition activities.

In February 2007, the FASB issued SFAS No. 159, “ The Fair Value Option for Financial Assets and Liabilities ”. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities different without having to apply complex hedge accounting provisions. The fair value option established by this Statement permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company does not believe that the adoption of SFAS 159 will have a material affect on our financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements , which establishes a standard definition for fair value, provides a framework under generally accepted accounting principles for measuring fair value, and expands disclosure requirements for fair value measurements. FASB Staff Position (“FSP”) No. FAS 157-b, Effective Date of FASB No 157 , issued in December 2007, delays the effective date of SFAS No. 157 to annual reporting periods beginning after November 15, 2008 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair market value in the financials statements on a recurring basis. The remaining provisions of SFAS No. 157 are effective for annual reporting periods beginning after November 15, 2007. The adoption of SFAS No. 157 may require increased disclosures in the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “ Noncontrolling Interests in Consolidated Financial Statements” . This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement changes the way the consolidated income statement is presented. It requires consolidated net income to be reported at

amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. The adoption of SFAS No. 160 may require increased disclosures in the Company’s consolidated financial statements.

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2008 AND 2007

Description of the Business - T.H. Lehman & Co., Incorporated, a Delaware corporation, had provided medical business management services including billing and collection in California through one of its wholly-owned subsidiaries.

During June 2004 the management of the Company decided to disengage itself from the medical business management segment of its business. This was the only significant operation of the Company. Management based its decision in part on the expected negative impact of California’s new workers’ compensation legislation on the medical providers that the Company manages. Therefore the remaining medical business management operations are reflected on the statement of operations as discontinued operations.

The Company wound down its medical business management office in February 2005, the date its medical office lease expired. In February 2005 the Company had closed all its patients’ cases and final billed all the services rendered by the providers, and, for the patients that could not be finalized, referred them to other providers, but billed through the date that the providers had rendered services. The Company has engaged a consultant to follow up on collections for all its receivables that have been assigned to the medical business management entity. The collection of these receivables is significantly complete. The Company does not expect significant collections nor incurring significant costs on the remaining provider receivables that it manages. The valuation of the existing receivables as of March 31, 2008, after taking into consideration the expected future collection costs, is zero.

There were no long-lived assets related to the discontinued operation, nor are there expected to be gains or losses from the discontinuance of the medical business management segment.

Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based transactions, uncollectible accounts receivable, asset depreciation and amortization, and taxes, among others.

Cash – Not all cash is covered by the FDIC. Extra insurance has not been obtained.

Securities - Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Marketable securities not classified as either investment securities (which are held to maturity) or trading securities are classified as securities available for sale and reported at fair value, with unrealized gains and losses affecting comprehensive income and reported in a separate component of stockholders' equity. Average cost is used to determine cost when calculating realized gains or losses from sales of securities available for sale.

Investment in 50% owned Corporation - Investment in 50% owned corporation is accounted for under the equity method. Currently this investment is carried at no value.

Receivables - Assigned medical billings represented the contractual percentage of medical provider receivables of medical practices to which the Company provided management services. Revenues were recognized when the medical services were provided, according to the contractual percentage after uncollectible allowances.

Stock-Based Compensation - There are no employee stock options.

Basic Income/Loss Per Share - Basic income/loss per common share is calculated by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period.

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2008 AND 2007

2.	NON-CONSOLIDATED ENTITY

In a transaction that was effective October 1, 1996, the Company transferred 50% of the outstanding stock and substantially all of the control of Healthcare Professional Billing Corp.("HPB") to certain key employees of HPB. Until that time, HPB was a wholly-owned subsidiary of the Company. As a result of the transfer, the subsidiary's financial position, results of operations and cash flows are not consolidated with that of the Company subsequent to the transfer date. The summarized unaudited financial information of HPB at March 31, 2008 and March 31, 2007 is as follows:

	March 31, 2008			March 31,2007
Financial Position:
Current Assets	$	65,581		$	78,048
Property and equipment		0			0
Total assets	$	65,581		$	78,048

Current liabilities(including due to the Company of $71,554)	$	217,872		$	217,893
Long-term obligations		56,518			89,084
Stockholders' deficiency		( 208,809	)		( 228,929	)
Total liabilities and stockholders' deficiency	$	65,581		$	78,048

Results of Operations: Revenues	$	282,986		$	290,944
Operating Expenses		262,866			297,274
Net loss	$	20,120		$	( 6,330	)

Under the 1996 transaction the Company and/or related entities of the Company are to receive 90% of HPB's net income as defined, until the advances made by the Company and/or related entities of the Company have been paid. The Company, with the concurrence of the related entities of the Company, has elected that its advances (non-interest bearing) are to be liquidated, in most part, before the other related entities. The remaining outstanding due from HPB to the Company is $71,554 although fully reserved by the Company. During the year ended March 31, 2008 and 2007 the Company received $12,093 and $7,162, respectively from HPB.

3.	SECURITIES AVAILABLE FOR SALE

		2008				2007
KSW, Inc.		$	162,118			$	243,580

Unrealized gains and losses for marketable equity securities available for sale at March 31, 2008 and 2007 are as follows:

	2008				2007
	Current		Non-Current		Current		Non-Current
Aggregate Cost	$	0	$	25,400	$	0	$	38,000

Aggregate Market Value		0		162,117		0		243,580

Net Unrealized Gains	$	0	$	136,717	$	0	$	205,580

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2008 AND 2007

4.	NON-CURRENT RECEIVABLES (DISCONTINUED OPERATIONS)

	2008			2007

Assigned medical billings net of allowances of which $0 of the unpaid balance are expected to be collected during the current fiscal year.	$	1,059,166		$	1,080,581

Working capital advances at 12% per annum interest to a provider of medical services who has contracted with the Company to provide management services. None of these advances are expected to be collected during the current fiscal year, nor is interest being accrued.		1,037,530			1,037,530
		2,096,696			2,118,111
Less Allowance for Uncollectible		(2,096,696	)		(2,118,111	)
		0			0
Less Current Portion		0			0
	$	0		$	0

The above receivable balances have been reduced to reflect estimated cost associated with their collections.

5.	INCOME TAXES

At March 31, 2008, for income tax reporting purposes, the Company has a consolidated net operating loss carryforward of approximately $4,800,000 available to reduce future taxable income, if any, expiring through 2024. As a result of a 51% change in ownership in a prior year, certain of the net operating loss will be subject to an annual limitation and may not be fully utilized in any one year. Because of a history of losses, the estimate for future tax benefits has been offset by an equal asset valuation allowance.

6.	COMMITMENTS AND CONTINGENCIES

Leases - The Company currently leases an office in Sherman Oaks, California on a month-to-month basis for collection of receivables and file storage purposes. The monthly rental is $695. The lease will end as of June 30, 2008.

Rent expense for discontinued operations amounted to $10,705 and $10,746 for the years ended March 31, 2008 and 2007, respectively.

7.	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. The Company incurred fees to this entity under the agreements totaling $49,358 and $49,358 for the years ended March 31, 2008 and 2007, respectively.

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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATE: June 25, 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