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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington , D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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 o No x

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

Yes o No x

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 x No o

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 x

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

Large accelerated filer o

Non-accelerated filer o

Accelerated filer o

Smaller reporting company x

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

Yes o No x

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.

T AB LE 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 March 31, 2008 and 2007	F-3
		Notes to Consolidated Financial Statements	F-7

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EXPLANATORY NOTE

T.H. Lehman & Co., Incorporated (referred to as the "Company or Registrant") is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to amend its Annual Report on Form 10-K for the fiscal year ended March 31, 2008 originally filed with the Securities and Exchange Commission (“the SEC”) on June 27, 2008 (“the Original Filing”) to amend Item 13. The Company is filing this Amendment No. 1 for the purpose of reflecting the proceeds received from the sale of securities available for sale in the Consolidated Statements of Cash Flows.

This Amendment No. 1 amends only the item of the Original Filing as specified above, and all other portions of the Original Filing remain in effect and have not been amended to reflect events and developments since the original June 27, 2008 filing date. In accordance with Rule 12b-15 of the Exchange Act, this Amendment No. 1 on Form 10-K/A sets forth the complete text of Item 13 of Part IV of the Registrant’s Form 10-K for the year ended March 31, 2008, as amended.

PART IV

I TE M 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

F-1

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R EP ORT 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

F-3

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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

F-4

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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	)		(1,351,824	)
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable – related party		( 48,842	)		( 60	)
Accounts receivable		( 27,461	)		0
Increase (decrease) in:
Accounts payable –management fees-related party		( 403,687	)		( 384,830	)
NET CASH PROVIDED/(USED) FOR OPERATING ACTIVITIES		( 608,695	)		( 475,893	)

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 net of current year purchases		98,059			1,639,173
NET CASH PROVIDED FROM INVESTING ACTIVITIES		196,919			1,794,875

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of long-term debt		0			( 423,330	)
NET CASH (USED)/PROVIDED BY FINANCING ACTIVITIES		0			( 423,330	)
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

F-6

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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.

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.

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 currentpurchase accounting guidance in SFAS No. 141, Business Combinations . SFAS No. 141Rrequires most assets acquired and liabilities assumed in a business combinationto be measured at their fair values as of the date of acquisition. SFAS No. 141R alsomodifies the initial measurement and subsequent re-measurement of contingent considerationand acquired contingencies, and requires that acquisition related costs be recognizedas 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 combinationsoccurring after adoption. The impact of SFAS No. 141R on the Company’s consolidatedfinancial 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 performanceindicator 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 atno 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)

Non-current receivables at March 31, 2008 and March 31, 2007 consisted of the following:

	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 carry forward 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 ofthe 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: August 7, 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