CERTIFICATION





I,
      Gary
      Poe, certify that:





1.  
      I have reviewed this annual report on Form 10-KSB of T.H. LEHMAN & CO.,
      INCORPORATED;





2.  
      Based on my knowledge, this annual report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this annual
      report;





3.  
      Based on my knowledge, the financial statements, and other financial information
      included in this annual report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the registrant
      as
      of, and for, the periods presented in this annual report;





4.  
      The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:





a)
            designed
                such disclosure controls and procedures to ensure that material
                information relating to the registrant, including its consolidated
                subsidiaries, is made known to us by others within those entities,
                particularly during the period in which this annual report is being
                prepared;





b)
            evaluated
                the effectiveness of the registrant's disclosure controls and procedures
                as of a date within 90 days prior to the filing date of this annual
                report
                (the "Evaluation Date"); and





c)
            presented
                in this annual report our conclusions about the effectiveness of
                the
                disclosure controls and procedures based on our evaluation as of
                the
                Evaluation Date;





5.  
      The registrant's other certifying officers and I have disclosed, based on our
      most recent evaluation, to the registrant's auditors and the audit committee
      of
      registrant's board of directors (or persons performing the equivalent
      function):





c)
            all
                significant deficiencies in the design or operation of internal controls
                which could adversely affect the registrant's ability to record,
                process,
                summarize and report financial data and have identified for the
                registrant's auditors any material weaknesses in internal controls;
                and





d)
            any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant's internal
                controls; and





6.  
      The registrant's other certifying officers and I have indicated in this annual
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.





Date:
      June 22, 2006





By:
            /s/
                Gary PoeGary
                PoePrincipal
                Financial Officer and Secretary