U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[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, 2002.

[ ]  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
                (Name of small business issuer in its charter)

            Delaware                                           22-2442356
(state or other jurisdiction                               (I.R.S./Employer
of incorporation or organization                         Identification Number)

4900 Woodway, Suite 650, Houston, Texas                            77056
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number:  (713) 621-8404

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

                             Common Stock, $.01 Par.
                            Preferred Stock, $.01 Par.
                                (Title of Class)

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

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 .

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best  of  registrant's  knowledge  in  definitive  proxy  or
information  statements  incorporated  by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [X]

     Issuer's revenues for its most recent fiscal year were $726,534.

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant is approximately $2,820,885 as of May 31, 2002.

                                  6,970,118
                                  _________
        (Number of shares of common stock outstanding as of May 31, 2002)

                                     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. During
1992  the  Company entered the business of medical accounts receivable financing
and  furnishing  medical  providers  with  non-medical  management  services.

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  is 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  are  derived from fees charged for these
services.  Presently,  the  company  has  one client, which operates 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 Corporation and Med-Fin Management Services, Inc. receive, as
a fee for their clinic management services, revenues that are indirectly related
to  the  overall  collections of their client practitioners' receivables. MedFin
Management  Corporation  and  Med-Fin  Management  Services,  Inc.  also provide
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
is  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.


Environmental Matters:

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

Employees:

The Company employs 7 persons in the medical management field who are engaged in
executive,  administrative and clerical positions. 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  leases  office  space  in Burbank, California, which is
utilized  by  Med-Fin  Management  Services, Inc., under an operating lease that
expires  on February 28, 2005. Monthly rental payments are $8,102, including all
utilities.


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

A  letter was received from Mr. Michael J. Lyons on July 3 informing the Company
of  his resignation from the Board of Directors. The Company filed a Form 8-K on
July  13,  2001  disclosing  this  item.  The remaining Board members are Elliot
Gerstenhaber,  Richard  Farkas,  Russell  Molina  and  Raffaele  Attar.


                                     Page 2
<PAGE>
                                     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, 2002 are as follows:

For the Quarter Ended                       High                    Low

        June 30, 2000                      $ .125                  $ .125
        September 30, 2000                 $ .125                  $ .125
        December 31, 2000                  $ .125                  $ .25
        March 31, 2001                     $ .25                   $ .25

        June 30, 2001                      $ .40                   $ .38
        September 30, 2001                 $ .41                   $ .41
        December 31, 2001                  $ .60                   $ .60
        March 31, 2002                     $ .55                   $ .51

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  31,  2002 the Company had approximately 137 shareholders of record.
Cede  &  Co.  was the registered holder of 1,082,296 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,  2002.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Statements of Operations:

Fiscal  Year  Ended  March 31, 2002 Compared to Fiscal Year Ended March 31, 2001

Revenues  totaled $726,534 during the fiscal year ended March 31, 2002, 3% lower
than  the  prior year's revenues of $751,681. Management fees increased 13% from
$575,890  to  $649,725 for the year ending March 31, 2002. Included in the total
2002  revenues  is  $52,626  related  to  the  Company's  portion  of Healthcare
Professional  Billing Corp. (HPB) under the 1996 transfer agreement. The Company
recorded  $10,000  in  2001  related  to  its  portion.  The  gain from sales of
securities  decreased  to  $0  from $157,189 in the previous year's report as no
securities  were  sold  in  the  year  ended  March  31,  2002. Interest expense
decreased  from  $65,294 for the fiscal year ended March 31, 2001 to $16 for the
fiscal  year  ended  March  31,  2002.  This  is  due to note payables issued in
exchange  for  the  acquisition of shares in three publicly traded companies and
two private companies being relieved during the year. General and Administrative
expenses  decreased  29% to $888,050 from $1,258,706 mainly due to uncollectible
accounts  expense  being  lower  by  $401,548.

Fiscal  Year  Ended  March 31, 2001 Compared to Fiscal Year Ended March 31, 2000

Revenues  totaled  $751,681  during  the  fiscal  year ended March 31, 2001, 24%
higher  than  the  prior  year's  revenues  of  $605,521. The gain from sales of
securities increased to $157,189 from $0 in the previous year's report. Interest
expense  increased  16%  from 56,343 for the fiscal year ended March 31, 2000 to
$65,294  for  the fiscal year ended March 31, 2001. This is due to note payables
issued  in  exchange  for  the  acquisition  of  shares in three publicly traded
companies  and  two  private  companies.  General  and  Administrative  expenses
increased  85%  to  $1,258,706  mainly  due  to  uncollectible  accounts expense
increasing  by  $525,716.

Liquidity, Capital Resources and Income Taxes

At  March  31, 2002 cash amounted to $61,533 a decrease of $10,024 over the cash
balance  of  $71,557  at  March  31,  2001.

The Company's primary source of liquidity has been the cash it has obtained from
the  liquidation  of its investment portfolio, distribution of HPB's profit, and
collection  of  medical  accounts  receivable.  The  Company  anticipates  that
internally  generated cash and its lines of credit will be sufficient to finance
overall  operations.


                                     Page 3
<PAGE>
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, 2002,  the  Company  had an  operating  tax loss  carryforward  of
approximately $6,062,000.

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-KSB" 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

Not Applicable.

                                     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      56            1996         Director/Secretary/Treasurer
Russell S. Molina        34            2000                   Director/President
Raffaele Attar           31            2000                             Director

A  letter was received from Mr. Michael J. Lyons on July 3 informing the Company
of  his resignation from the Board of Directors. The Company filed a Form 8-K on
July  13,  2001  disclosing  this  item.

On  June  14,  2002 the Company was informed that Director Farkas passed away on
March  10,  2002.  The  remaining Board members are Elliot Gerstenhaber, Russell
Molina,  and  Raffaele  Attar.

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.

Russell  S.  Molina is a 1989 graduate of Sam Houston State University holding a
B.A.  degree  in  Marketing.  Mr.  Molina  has  been associated with Woodco Fund
Management  (WFM)  since 1990 and was promoted to President February 1999. Prior
to joining WFM, Mr. Molina worked as a venture accountant with a commercial real
estate  company in Houston, Texas and as a Contoller in the manufacturing arena.
Mr.  Molina  has over 5 years of direct investment experience in the speculative
and  income  markets.

Raffaele  Attar  graduated  from  St.  John's  College  in 1995 with a degree in
Philosophy and Mathematics. Mr. Attar has 5 years of experience as an investment
analyst  including  3  years  experience  in the medical financing industry. Mr.
Attar  currently  sits on the Board of Directors for Rollouts, Inc., a privately
held  multi-site  equipment  deployment  company  based  in  Minneapolis,  MN.


                                     Page 4
<PAGE>
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, 2002, 2001, and 2000.

     Name and                                               Restricted
     Principal                                                Stock
     Position                     Year        Salary         Awards
 None                             2002        $     0        $     0
 None                             2001        $     0        $     0
 None                             2000        $     0        $     0

Stock Options:

In November 1990 the Board of Directors adopted, and subsequently on November 8,
1991  shareholders  approved,  the adoption of the 1990 Stock Option Plan ("1990
Plan"),  under  which options will be granted for an aggregate of 500,000 shares
of Common Stock prior to November 20, 2000. All options under the 1990 Plan have
either  expired  or  have  been  canceled  and  the  1990  Plan  has terminated.

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 31, 2002:

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

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

          Millingway, Inc.            (1)
          c/o Capital Holdings, Inc.         568,571                 8.16%
          4900 Woodway, Suite 650
          Houston, TX 77056

          The Bridge Fund N.V.        (2)
          Landhuis Joonchi                   529,893                 7.60%
          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-

          Russell S. Molina                  480,000

          Raffaele Attar                      90,400

          Directors and Officers
          as Group 5 persons               5,294,485                 75.96%
          (1) (2) (3)




                                      Page 5
<PAGE>
Notes to Table of Beneficial Owners and Management:

(1) Dibo Attar is a consultant to Capital Holdings,  Inc., parent to Millingway,
Inc.

(2) Monahan Corporation,  N.V., Burton, N.V., and The Bridge 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  is  Director  and President of T.H. Lehman & Co., Inc. and
President  of  Capital  Holdings,  Inc.,  parent  to  Millingway,  Inc.

Except as otherwise indicated,  the address for each of the above persons is c/o
T.H. Lehman & Co., Incorporated, 4900 Woodway, Suite 650, Houston, Texas 77056.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During  the  years ended March 31, 2002 and March 31, 2001, the Company incurred
management  fees  for  facilities  and services provided by GTD Capital Holdings
Management  Company  in  the  amount of $139,200 and $131,700 respectively. Such
services  are  believed  to  have  been provided on terms no less favorable than
available  from  a  third  party.

During  May  2000,  the  Company acquired 184,000 shares of United Media Limited
which  were  returned  in  May  2001.  Under  the terms of the note, the Company
exchanged  the  shares  held  for  all  amounts  due  under  the  note.


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,  2002  all  Section  16(a)  filing
requirements  were  complied  with  in  a  timely  manner.


                                      PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 10-KSB

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

Independent Auditor's Report

Consolidated Balance Sheets
          As of March 31, 2002 and 2001
Consolidated Statements of Operations
          Years Ended March 31, 2002 and 2001
Consolidated Statements of Changes in Stockholders' Equity
          Years Ended March 31, 2002 and 2001
Consolidated Statements of Cash Flows
          Years Ended March 31, 2002 and 2001
Notes to Consolidated Financial Statements

     (a)  Financial Statements - See Index to Financial Statements at Page F-1.

     (b)  Reports  on  Form  8-K.  - Form 8-K was filed July 13, 2001 disclosing
          Michael J. Lyons resignation during fiscal year ending March 31, 2002.

     (c)  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.*

*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.


                                     Page 6
<PAGE>
SIGNATURES

In accordance with Section 13 or 15 (d) 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.

T.H. Lehman & Co., Incorporated

Russell S. Molina, President

Date: June 14, 2002

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Signature                     Capacities                 Date




/s/ Russell S. Molina        (President)                 June 14, 2002
Russell S. Molina



/s/ Elliot Gerstenhaber     Secretary/Treasurer          June 14, 2002
Elliot Gerstenhaber       (Principal Accounting &
                             Financial Officer)



/s/ Elliot Gerstenhaber        Director                  June 14, 2002
Elliot Gerstenhaber




/s/ Raffaele Attar             Director                  June 14, 2002
Raffaele Attar



T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

Report of Independent Auditor                                          F-2

Consolidated Balance Sheets
          As of March 31, 2002 and 2001                                F-3

Consolidated Statements of Operations and Comprehensive Income (Loss)
          Years Ended March 31, 2002 and 2001                          F-4

Consolidated Statements of Stockholders' Equity
          Years Ended March 31, 2002 and 2001                          F-4

Consolidated Statements of Cash Flows
          Years Ended March 31, 2002 and 2001                          F-5

Notes to Consolidated Financial Statements                             F-6




                                     Page 7
<PAGE>
REPORT OF INDEPENDENT AUDITOR

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  as of March 31, 2002 and 2001,  and the related
consolidated   statements  of  operations  and   comprehensive   income  (loss),
stockholders'  equity and cash flows for the years then ended.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 that 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 position of T.H.
Lehman  &  Co., Incorporated and subsidiaries as of March 31, 2002 and 2001, and
the  consolidated  results  of  their  operations, stockholders' equity and cash
flows for the years then ended, in conformity with generally accepted accounting
principles.


Jeffrey S. Gilbert, CPA


Los Angeles, California
June 13, 2002




                                      F-2
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND MARCH 31, 2001

                                ASSETS

                                                          2002        2001
                                                       ----------  ----------
<S>                                                    <C>         <C>
CURRENT ASSETS

Cash                                                   $   61,533  $   71,557
Accounts receivable                                        14,262      10,096
Current portion of non-current receivables
(Note 4)                                                  299,923     409,962
                                                       ----------  ----------

TOTAL CURRENT ASSETS                                      375,718     491,615

PROPERTY AND EQUIPMENT AT COST,
  less accumulated depreciation of $148,531 at
  March 31, 2002 and $148,531 at March 31, 2001
  (Note 5)                                                      0           0

OTHER ASSETS
Securities available for sale (Notes 3 and 10)             10,227     224,862
Investments in non-public companies (Note 10)                   0           0
Non-current receivables (Note 4)                          371,290     349,644
Deposits                                                   12,271      12,271
                                                       ----------  ----------

TOTAL OTHER ASSETS                                        393,788     586,777
                                                       ----------  ----------
TOTAL ASSETS                                           $  769,506  $1,078,392
                                                       ==========  ==========

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable                                       $   10,558  $   11,230
Accounts payable - related party (Note 10)                470,537     370,876
Accrued liabilities                                         9,021      40,728
Current portion of long-term debt (Note 6)                      0     215,887
                                                        ---------    --------

TOTAL CURRENT LIABILITIES                                 490,116     638,721

LONG-TERM LIABILITIES

Long-term debt, less current portion
(Note 6)                                                        0           0
                                                        ---------    --------

TOTAL LONG-TERM LIABILITIES                                     0           0

          TOTAL LIABILITIES                               490,116     638,721

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' EQUITY (Note 7)
Common stock-par value $.01; authorized
  20,000,000 shares, issued 6,970,118 shares
  at March 31, 2002 and 2001                               69,701      69,701
Preferred stock-par value $.01; authorized
  10,000,000 shares, issued 0 shares
  at March 31, 2002 and 2001                                   0            0
Additional paid-in capital                              8,075,850   8,075,850
Unrealized gain on investments                              9,727       8,475
Accumulated deficit                                    (7,827,450) (7,665,917)
Treasury stock at cost - 25,000 shares                 (   48,438) (   48,438)
                                                        ---------  -----------

TOTAL STOCKHOLDERS' EQUITY                                279,390     439,671
                                                        ---------  -----------
                                                       $  769,506 $ 1,078,392
                                                     ============  ===========
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                     F-3
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001

                                                          2002        2001
                                                      -----------  -----------
<S>                                                   <C>          <C>
REVENUES
Management and billing fees, net of
  allowances                                           $ 649,725   $  575,890
Income from finance receivables                                0            0
Interest and dividends                                        12        8,567
Realized gain from sales of securities
  available for sale                                           0      157,189
Miscellaneous income                                      76,797       10,035
                                                      -----------  -----------

TOTAL REVENUES                                           726,534      751,681
OPERATING EXPENSES
Selling, general and administrative                      888,050    1,258,706
Interest expense                                              16       65,294
                                                      -----------  -----------

TOTAL OPERATING EXPENSES                                 888,066    1,324,000
                                                      -----------  -----------

LOSS BEFORE INCOME TAXES                               ( 161,532)  (  572,319)

PROVISION FOR INCOME TAXES (Note 8)                            0            0
                                                      -----------  -----------

NET LOSS                                               ( 161,532)  (  572,319)

OTHER COMPREHENSIVE INCOME:
Unrealized gain (loss) on securities                       1,252   (   59,921)
Less: reclassification adjustment for
      Gain included in net income                              0            0
                                                      -----------  -----------

TOTAL OTHER COMPREHENSIVE INCOME                           1,252    (  59,921)
                                                      -----------  -----------

COMPREHENSIVE INCOME (LOSS)                           ($ 160,280)  ($ 632,240)
                                                      ===========  ===========
PER SHARE DATA:

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                     6,945,118    4,729,925
                                                     ============  ===========

BASIC LOSS PER COMMON SHARE                          ($     0.02)  ($    0.12)
                                                     ============  ===========
</TABLE>

See accompanying Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001
BALANCE

                                   Common Stock                               Unreal.   Treasury Stock
                               ------------------  Additional                 Gain on   ---------------
                                 Shares             Paid-in    Accumulated   Sec Avail.  for Shares
                                 Issued   Amount     Capital      Deficit    for sale   Held    Amount       Total
                               ---------  -------  ----------  ------------  --------  ------  ---------  -----------
<S>                            <C>        <C>      <C>         <C>           <C>       <C>     <C>        <C>
                               4,742,720  $47,427  $7,764,014  ($7,093,599)  $68,396   25,000  ($48,438)  $  737,800

Unrealized gain on securities
  available for sale:                                                        (59,921)                        (59,921)
Exchange of shares for
  foregiveness of debt         2,227,398   22,274     311,836                                                334,110
Net loss                                                          (572,319)                                 (572,319)
                               ---------  -------  ----------  ------------  --------  ------  ---------  -----------
BALANCE, March 31, 2001:

                               6,970,118  $69,701  $8,075,850  ($7,665,918)  $ 8,475   25,000  ($48,438)  $  439,670
                               ---------  -------  ----------  ------------  --------  ------  ---------  -----------
Unrealized gain on securities
  available for sale                                                           1,252                           1,252
Net loss                                                          (161,532)                                 (161,532)
                               ---------  -------  ----------  ------------  --------  ------  ---------  -----------
BALANCE, March 31, 2002:

                               6,970,118  $69,701  $8,075,850  ($7,827,450)  $ 9,727   25,000  ($48,438)  $  279,390
                               =========  =======  ==========  ============  ========  ======  =========  ===========
</TABLE>

See accompanying Notes to Consolidated Financial Statements


                                    F-4
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001


                                                          2002         2001
                                                       -----------  -----------
<S>                                                    <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                               ($ 161,532)  ($ 572,319)
Adjustments to reconcile net loss to
  net cash used in operating activities:
Depreciation and amortization                                   0        9,950
Provision for bad debts                                   124,168      525,716
Realized gain from sales of securities available
   for sale                                                     0      157,189
Deposits (paid) received                                        0       (5,757)
Changes in operating assets and liabilities:
    (Increase) decrease in:
    Accounts receivable                                   ( 4,166)     (15,873)
    Prepaid expenses and other current assets                   0            0
    Value of marketable securities                        214,635    1,099,606
    Increase (decrease) in:
    Accounts payable                                       98,989       73,475
    Accrued liabilities                                  ( 30,456)    (224,600)
                                                       -----------  -----------
NET CASH REQUIRED BY
  OPERATING ACTIVITIES                                    241,638    1,047,387
                                                       -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES

  Loans made evidenced by notes receivable               (777,708)  (1,411,738)
  Collection of notes receivable                          741,933    1,488,149
  Acquisition of investments in non-public companies            0      833,659
  Acquisition of securities available for sale                  0     (215,887)
                                                       -----------  -----------
NET CASH USED IN
  INVESTING ACTIVITIES                                    (35,775)     694,183
                                                       -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds of long-term debt                                    0      215,887
  Repayment of long-term debt                            (215,887)  (1,894,981)
                                                       -----------  -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                (215,887)  (1,679,094)
                                                       -----------  -----------

INCREASE (DECREASE)IN CASH                                (10,024)      62,476
CASH - BEGINNING                                           71,557        9,081
                                                       -----------  -----------

CASH - END                                             $   61,533   $   71,557
                                                       ===========  ===========

CASH PAID DURING THE PERIODS FOR:

  Interest                                             $       16   $   79,076
                                                       ===========  ===========
NON CASH TRANSACTION:

  Debt relieved in exchange for common stock           $        0   $  334,110
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                    F-5
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.

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
$0.

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

Property and Equipment - Property and equipment is stated at cost.  Depreciation
is  computed  over the  estimated  useful  lives of the  assets  using  both the
accelerated and straight-line methods.  Expenditures for repairs and maintenance
are charged to expense as  incurred,  while  expenditures  for  betterments  and
renewals are capitalized.

Property  and  equipment  are  reviewed  for  impairment   whenever   events  or
circumstances indicate that the asset's undiscounted expected cash flows are not
sufficient to recover its carrying  amount.  The company  measures an impairment
loss by comparing the fair value of the asset to its carrying amount. Fair value
of an asset is calculated as the present value of expected future cash flows.

Stock-Based  Compensation  -  The  Company elected to account for employee stock
options  based  on  the  provisions of APB Opinion No. 25, "Accounting for Stock
Issued  to  Employees"  and adopted only the disclosure requirements of SFAS No.
123,  "Accounting  for  Stock-Based  Compensation".

Basic Loss Per Share - Basic 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.

Segments  of  an  Enterprise  -  The  Company  only has one segment, the medical
business  management.

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  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, 2002
and  March  31,  2001  is  as  follows:

                                                 March 31, 2002  March 31,2001
                                                 --------------  -------------
Financial Position:
Current Assets                                   $     126,577   $    121,852

Property and equipment                                     658          1,137
                                                 --------------  -------------
Total assets                                     $     127,235   $    122,989
                                                 ==============  =============


                                      F-6
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001

Current liabilities(including
  due to the Company of $214,203)                $     296,722   $    345,757
Long-term obligations (a)                              112,700        122,700
Stockholders' deficiency                              (282,187)      (345,468)
                                                 --------------  -------------
Total liabilities and stockholders'
  deficiency                                     $     127,235   $    122,989
                                                 ==============  =============

Results of Operation:
Revenues                                         $     316,454   $    299,740
Operating Expenses                                     253,173        246,796
                                                 --------------  -------------
Net income                                       $      63,281   $     52,944
                                                 ==============  =============

(a) Certain creditors of HPB are also creditors of the Company.

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
it's  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  $214,203,  although  fully reserved by the Company. During the year
ended  March  31,  2002  the  Company  received  $48,364.

3.     SECURITIES AVAILABLE FOR SALE
                                                           2002       2001
                                                        ---------  ----------
KSW, Inc.                                                   6,474       5,781

Netsmart Technologies, Inc                                  3,753       3,194

United Media Limited                                            0     215,887
                                                        ---------  ----------
                                                        $  10,227  $  224,862
                                                        =========  ==========

Unrealized gains and losses for marketable equity securities at March 31, 2002
and 2001 are as follows:

                                     2002                       2001
                               --------------------       --------------------
                               Current  Non-Current       Current  Non-Current

Aggregate Cost                 $      500 $       0       $  216,387  $      0

Aggregate Market Value         $    3,753 $   6,474       $  219,081  $  5,781

Net Unrealized Gains           $    3,253 $   6,474       $    2,694  $  5,781


4. NON-CURRENT RECEIVABLES

     Non-current receivables at March 31, 2002 and March 31, 2001 consisted of
the following:
                                                          2002        2001
                                                      -----------  -----------
Assigned medical billings net of allowances of
which $299,923 of the unpaid is expected to be
collected during the current fiscal year.             $1,186,924   $1,150,658

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
                                                      -----------  -----------
                                                       2,224,454    2,188,188
          Less Allowance for Uncollectible            (1,553,241)  (1,428,582)
                                                      -----------  -----------
                                                         671,213      759,606
          Less Current Portion                          (299,923)    (409,962)
                                                      -----------  -----------
                                                      $  371,290   $  349,644
                                                      ===========  ===========


                                    F-7
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001

5. PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2002 and March 31, 2001 consisted of the
following:

                                Life                   2002        2001
                                                   -----------  ----------

Machinery and Equipment       5-10 Years           $    6,730   $   6,730
Leasehold Improvements        5-10 Years                  500         500
Furniture and Fixtures        5-10 Years              141,301     141,301
                                                   -----------  ----------
                                                      148,531     148,531
         Less Accumulated Depreciation               (148,531)   (148,531)
                                                   -----------  ----------
                                                   $        0   $       0
                                                   ===========  ==========

6. LONG-TERM DEBT

Long-term debt including  accrued  interest at March 31, 2002 and March 31, 2001
consisted of the following:
                                                           2002        2001
                                                        ----------  ----------
Related Party:
Note payable of $215,887 principal plus accrued
interest at 8%, all due on May 9, 2001 for
acquisition of certain public shares. (Note 10)                 0     215,887

                                                        ----------  ----------
                                                                0     215,887
               Less Current Portion                      (      0)  ( 215,887)
                                                        ----------  ----------
                                                        $       0   $       0
                                                        ==========  ==========

The amounts of long-term  debt maturing in each of the years ending March 31 are
as follows: 2002 - $0.

7. STOCKHOLDERS' EQUITY

In  November,  1991,  the  Company  adopted a new stock option plan (1990 Plan),
under  which  options  were granted for an aggregate of 500,000 shares of common
stock  prior  to  November 20, 2000. All options under the 1990 Plan have either
expired  or  have  been  canceled  and  the  1990  Plan  has  terminated.

8. INCOME TAXES

At  March  31,  2002,  for  income  tax  reporting  purposes,  the Company has a
consolidated  net  operating  loss  carryforward  of  approximately  $6,062,000
available  to  reduce future taxable income, if any, expiring through 2016. 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 histories of losses, the estimate for
future  tax  benefits  has  been  offset  by an equal asset valuation allowance.

9. COMMITMENTS AND CONTINGENCIES

Leases  -  The  Company  leases medical provider facility and a billing facility
under  noncancelable operating leases expiring February 28, 2005. Minimum annual
future  rentals  on  each  of  the  years ending March 31 are as follows: 2002 -
$94,283;  2003  -  $94,283;  2004  -  $94,283:  2005  -  $86,426

Rent expense amounted to $102,644 and $97,603 for the years ended March 31, 2002
and  2001,  respectively.

Medical  Management Agreement - The Company has entered into an agreement with a
medical  provider whereby the Company provides management and marketing services
and the leasing of facilities, furniture, fixtures and equipment for a fee equal
to  80%  of  the  provider's  medical  fee  revenues  (net  of  allowance  for
uncollectible  accounts).  The  agreement  is automatically renewed from year to
year  unless  either  party  gives  90  days  notice of non-renewal prior to the
renewal  term.


                                    F-8
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001

10. 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 a 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 $139,200 and $131,700 for the years ended March 31, 2002 and
2001,  respectively.

During the first and second quarter of 2000 the Company entered into a series of
transactions  with  various  entities controlled by its major shareholder. Under
these  transactions,  the  Company  acquired  shares  of  three  publicly traded
companies  and  two  private  companies  for temporary investment purposes only.
These  shares  were  acquired  at  the  fair  market  value  at  the date of the
acquisition. The fair market value for the publicly traded shares was calculated
at  the  then quoted per share price. The privately held shares were value based
on  the  percentage of the company acquired multiplied by the estimated net book
value  of  the  company  acquired.

The  company  acquired  these  shares  by  issuing 8% interest bearing unsecured
notes.  Under  the terms of the notes the Company is to repay the notes upon the
earliest occurrence of either one year or upon the sale of the respective shares
as  follows:

If  upon sale of the shares the Company will pay all principal, accrued interest
and  75%  of  the  gain  from  the  sale  of  the  respective  shares.

If  the  Company  does  not sell the shares, after one year it will exchange the
shares  held  for  all  amounts  due under the respective notes even if the then
value of the shares are less than the outstanding amounts due, including accrued
interest.

The shares acquired consist of 113,333 shares of KSW, Inc. for $226,666; 100,000
shares  of  Optisystems  Solutions,  Ltd. for $856,250; 536,158 shares of Canada
Wood  Holdings, Inc. for $575,698; 175 shares of Commercial Bancshares, Inc. for
$252,901  and  184,000  shares  of  United  Media  Limited  for  $215,887.

During  August  2000,  the Company sold 100,000 shares of Optisystems Solutions,
Ltd.  a  publicly  traded company, for $1,000,000. The Company repaid all of the
principal  of  the  note, accrued interest and 75% of the gain (determined after
adjustment  for interest) from the sale. During March 2001, the Company sold 175
shares  of  Commercial  Bancshares  for  $569,625. The Company repaid all of the
principal  of  the  note, accrued interest and 75% of the gain (determined after
adjustment  for  interest)  from  the  sale.

As  of  March 31, 2001, 113,333 shares of KSW, Inc. and 536,158 shares of Canada
Wood  Holdings,  Inc.  shares  were  returned.  Under the terms of the note, the
Company  exchanged  the  shares  held  for  all amounts due under the respective
notes.

Subsequent  to  fiscal  year  end  2001,  184,000  of  United Media Limited were
returned. Under the terms of the note, the Company is exchanging the shares held
for  all  amounts  due under the note. The maturity date on the note was May 10,
2001.

Certain  of  the Company's creditors (See Note 6) are related as a result of one
of  the  Company's  principal stockholders being a consultant to these entities.


                                     F-9
<PAGE>