- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2008.

£	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 (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 T No £

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 T

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

Yes £ No T

The number of shares outstanding of the issuer’s class of common stock as of October 13, 2008 was 6,970,118.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Balance Sheets as of September 30, 2008 (unaudited) and March 31, 2008	4

	Consolidated Statement of Operations and Comprehensive Income for the six months Ended September 30, 2008 and 2007 (unaudited)	5

	Consolidated Statement of Operations and Comprehensive Income for the three months Ended September 30, 2008 and 2007 (unaudited)	6

	Consolidated Statements of Cash Flows for the six months Ended September 30, 2008 and 2007	7

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis or Plan of Operation	9

Item 3.	Controls and Procedures	9


PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	10

Item 2.	Exhibits	10

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:

The accompanying financial statements are unaudited for the interim periods, but include all adjustments (consisting only of normal recurring accruals) which management considers necessary for the fair presentation of results for the six months ended September 30, 2008.

Moreover, these financial statements do not purport to contain complete disclosure in conformity with generally accepted accounting principles and should be read in conjunction with the Company’s audited financial statements at, and for the fiscal year ended March 31, 2008.

The results reflected for the six months ended September 30, 2008 are not necessarily indicative of the results for the entire fiscal year.

The Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management of the Company expects that cash balances at September 30, 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.

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.

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

SEPTEMBER 30, 2008 AND MARCH 31, 2008

ASSETS
	September 30			March 31
	2008			2008
CURRENT ASSETS
Cash	$	533,715		$	530,130
Accounts receivable – related party		0			48,902
Accounts receivable		0			27,461
TOTAL CURRENT ASSETS		533,715			606,493

OTHER ASSETS
Securities available for sale		127,959			162,118
TOTAL OTHER ASSETS		127,959			162,118
TOTAL ASSETS	$	661,674		$	768,611

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Management fees – related party	$	4,600		$	0
Accrued liabilities		3,228			0
TOTAL CURRENT LIABILITIES		7,828			0
TOTAL LIABILITIES		7,828			0
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock-par value $.01; authorized 20,000,000 shares, issued 6,970,118 shares at September 30, 2008 and March 31, 2008		69,701			69,701
Preferred stock-par value $.01; authorized 10,000,000 shares, issued 0 shares at September 30, 2008 and March 31, 2008		0			0
Additional paid-in capital		8,076,340			8,076,340
Unrealized gain on investments		102,559			136,717
Accumulated deficit		(7,546,316	)		(7,465,710	)
Treasury stock at cost - 25,000 shares		( 48,438	)		( 48,438	)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		653,846			768,611
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	$	661,674		$	768,611

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)

SIX MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

	2008			2007

REVENUES
Interest and dividends	$	5,597		$	524
Realized gain from sales of securities available for sale		0			82,234
TOTAL REVENUES		5,597			82,758

OPERATING EXPENSES
Selling, general and administrative		86,203			80,046
TOTAL OPERATING EXPENSES		86,203			80,046
INCOME / (LOSS) FROM CONTINUING OPERATIONS		( 80,606	)		2,712

PROVISION FOR INCOME TAXES		0			0
NET INCOME / (LOSS) FROM CONTINUING OPERATIONS		( 80,606	)		2,712

INCOME / (LOSS) FROM DISCONTINUED OPERATIONS		0			( 17,807	)
NET INCOME / (LOSS)		( 80,606	)		( 15,095	)

OTHER COMPREHENSIVE INCOME:
Unrealized gain/(loss) on securities		( 34,159	)		44,816
Less: reclassification adjustment for gain included in net income		0			( 82,234	)
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS)		( 34,159	)		( 37,418	)
COMPREHENSIVE INCOME / (LOSS)	$	( 114,764	)	$	( 52,513	)
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	$	(0.01	)	$	0.00

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

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)

THREE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

	2008			2007

REVENUES
Interest and dividends	$	0		$	366
Realized gain from sales of securities available for sale		0			25,379
TOTAL REVENUES		0			25,745

OPERATING EXPENSES
Selling, general and administrative		21,151			66,056
TOTAL OPERATING EXPENSES		21,151			66,056
INCOME / (LOSS) FROM CONTINUING OPERATIONS		( 21,151	)		( 40,311	)

PROVISION FOR INCOME TAXES		0			0
NET INCOME / (LOSS) FROM CONTINUING OPERATIONS		( 21,151	)		( 40,311	)

INCOME / (LOSS) FROM DISCONTINUED OPERATIONS		0			( 3,473	)
NET INCOME / (LOSS)		( 21,151	)		( 43,784	)

OTHER COMPREHENSIVE INCOME:

T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

	2008			2007

Unrealized gain/(loss) on securities		( 1,084	)		( 10,630	)
Less: reclassification adjustment for gain included in net income		0			( 25,379	)
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS)		( 1,084	)		( 36,009	)
COMPREHENSIVE INCOME / (LOSS)	$	( 22,236	)	$	( 79,793	)
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		$	( 0.01	)

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

See accompanying Notes to Consolidated Financial Statements

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES

Net income/(loss) from continuing operations	$	( 80,606	)	$	2,712
Net income/(loss) from discontinued operations	$	0		$	( 17,807	)

Adjustments to reconcile net income/(loss) to Net cash used in operating activities:
Realized gain from sales of securities available for sale		0			( 82,234	)
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable – related party		48,902			0
Accounts receivable		27,461			0
Increase (decrease) in:
Accounts payable –management fees-related party		4,600			( 127,385	)
Accrued liabilities		3,228			0
NET CASH PROVIDED/(USED) FOR OPERATING ACTIVITIES		3,585			( 224,714	)

CASH FLOWS FROM INVESTING ACTIVITIES

Loan made/(paid) evidenced by notes receivable-related party		0			98,860
Proceeds from sale of securities available for sale, net of current year purchases		0			87,413
NET CASH PROVIDED FROM INVESTING ACTIVITIES		0			186,273

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of long-term debt		0			0
NET CASH (USED)/PROVIDED BY FINANCING ACTIVITIES		0			0
INCREASE IN CASH		3,585			( 38,441	)

CASH – BEGINNING OF YEAR		530,130			941,906

CASH - END OF YEAR	$	533,715		$	903,465

See accompanying Notes to Consolidated Financial Statements

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T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2008

1. COMMENTS

The accompanying unaudited consolidated condensed financial statements, which are for interim periods, do not include all disclosure provided in the annual consolidated financial statements. These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto contained in the Annual Report on Form 10-K for the year ended March 31, 2008 of T.H. Lehman & Co., Incorporated and Subsidiaries (the "Company"), as filed with the Securities and Exchange Commission. The March 31, 2008 consolidated condensed balance sheet was derived from audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles.

In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the financial statements. The results of operations for the six months ended September 30, 2008 are not necessarily indicative of the results to be expected for the full fiscal year.

Outlook – As of September 30, 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.

Management of the Company expects that cash balances at September 30, 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 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.

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.

2. RELATED PARTY TRANSACTIONS

The Company has its corporate headquarters in Houston, Texas, where it shares office space and personnel with an entity for which a principal stockholder of the Company serves as an unpaid consultant. The Company has entered into agreements with this entity whereby that entity will provide various accounting, administrative and managerial services for the Company and certain of its subsidiaries for stipulated monthly fees. The agreements are for 12 months and they automatically renew for an additional 12 month period if not terminated within 60 days of the end of the current term.

Certain of the Company's creditors are related as a result of one of the Company's principal stockholders being a consultant to these entities.

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Item 2. Management’s Discussion and Analysis or Plan of Operation

Plan of Operation:

The Company is presently focused on maintaining the corporate entity and seeking new business opportunities. The Company will need working capital resources to maintain the Company’s status and to fund other anticipated costs and expenses during the year ending March 31, 2009 and beyond. The Company’s ability to continue as a going concern is dependent on the Company’s ability to raise capital to, at a minimum, meet its corporate maintenance requirements. If the Company is able to acquire an ongoing business and/or technology that must be exploited, it would need additional capital until and unless that prospective operation is able to generate positive working capital sufficient to fund the Company’s cash flow requirements from operations.

Critical Accounting Policies:

The discussion of the financial condition and results of operations are based upon the unaudited consolidated condensed financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. As such, management is required to make certain estimates, judgments and assumptions that are believed to be reasonable based on the information available. These estimates and assumptions affect the reported amount of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. The Company has determined that the following accounting policies and estimates critical to the understanding of the Company’s consolidated financial statements.

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.

Six Months Ended September 30, 2008 Compared to Six Months Ended September 30, 2007

Statements of Operations:

Revenues totaled $5,597 during the six months ended September 30, 2008, 93% lower than the prior year's revenues of $82,758 for the same six month period. The realized gain for securities sold was $82,234 for the first two quarters of 2007 compared to $0 for the first two quarters in 2008. General and Administrative expenses were $86,203 for the period ending September 30, 2008 and $80,046 for the period ending September 30, 2007.

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Statements of Operations:

Revenues totaled $0 during the three months ended September 30, 2008, 100% lower than the prior year's revenues of $25,745 for the same three month period. The realized gain for securities sold was $25,379 for the second quarter in 2007 compared to $0 for the second quarter in 2008. General and Administrative expenses were $21,151 for the period ending September 30, 2008 and $66,056 for the period ending September 30, 2007. The decrease is due to a decrease in Professional fees from prior year that were related to new business explorations.

Liquidity, Capital Resources and Income Taxes:

At September 30, 2008 cash amounted to $533,715 an increase of $3,585 from the cash balance of $530,130 at March 31, 2008. 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 is continually seeking to acquire businesses and may be in various stages of negotiations at any point in time which may or may not result in consummation of a transaction. To provide funding for such acquisitions it may take a number of actions including (i) selling of its existing investments (ii) use of available working capital (iii) seeking short or long term loans (iv) issuing stock. In addition, the Company may seek additional equity funds if needed. These sources of capital may be both conventional and non-traditional. The Company has no existing funding commitments and is presently under no contractual obligation to make any investment or acquisition.

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

Impact of Inflation and Other Business Conditions:

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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 3. Controls and Procedures

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management. Based on this evaluation, management has concluded that the design and operation of our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting or in any other factors 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 1A. Risk Factors:

OTC Bulletin Board.

Our common stock is quoted on the OTC Bulletin Board (“OTCBB”). The OTCBB is an inter-dealer, over-the-counter market that provides significantly less liquidity than the NASDAQ Stock Market or national or regional exchanges. Securities traded on the OTCBB are typically thinly traded, highly volatile, have fewer markets and are not followed by analysts. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCBB. Quotes for stocks included on the OTCBB are not listed in newspapers. Therefore, prices for securities traded solely on the OTCBB may be difficult to obtain and holders of our common stock may be unable to sell their shares at any price.

Penny Stock Rules.

Trading in our securities will be subject to the “penny stock” rules for the foreseeable future. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our common stock and consequently adversely affect the market price of our common stock.

Item 2. Exhibits:

Item 601 of Regulation S-K Exhibit No.:		Exhibit

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of the Company

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the Company

32.1		Section 1350 Certification by Chief Executive Officer and 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: October 13, 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