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, 2003.

[ ]  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                  (I.R.S./Employer
    of incorporation or organization)           Identification Number)

                4900 Woodway Drive, Suite 650, Houston, Texas 77056
-------------------------------------------------------------------------------
                  (Address of principal executive offices)

Issuer's telephone number, including area code:  (713) 621-8404
                                                 --------------

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
                                                                      ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date.

                Class                          Outstanding at June 19, 2003
----------------------------------             -----------------------------
 Common Stock, par value                                6,945,118 Shares
     $.01 per share
                            Preferred Stock, $.01 Par.
                                (Title of Class)

Transitional Small Business Format (check one):  Yes      No  X
                                                     ---     ---

     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 $995,253.

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant  is  approximately  $2,919,523  as  of  June  19,  2003.

                                  6,970,118
                                  _________
        (Number of shares of common stock outstanding as of June 19, 2003)


<PAGE>
                                     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.

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, however, until advances made to HPB
are  paid  off  the  Company  will  receive  part  of  HPB's positive cash flow.

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 $8,580, 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

The  Company was informed that Director Farkas passed away on March 10, 2002. On
October  3,  2002,  the  Company  received written notice that Russell S. Molina
resigned  as  a  Director, President and Chairman of the Board of the Company to
pursue  other  business  opportunities  effective October 3, 2002. The remaining
Board  members  are  Elliot Gerstenhaber and Raffaele Attar. The Board has named
Raffaele Attar as acting CEO and Chairman of the Board, while it begins a search
for  a  replacement.  On February 14, 2003, the Company received the resignation
letter  of  Elliot Gerstenhaber as Secretary and Treasurer. The Board named Gary
Poe  as  the  new  Secretary  and  Treasurer  of  the  Company.


                                        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,  2003  are  as  follows:

For the Quarter Ended                      High                     Low

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

        June 30, 2002                      $ .51                   $ .51
        September 30, 2002                 $ .51                   $ .51
        December 31, 2002                  $ .51                   $ .51
        March 31, 2003                     $ .51                   $ .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  June  19, 2003 the Company had approximately 135 shareholders of record.
Cede  &  Co.  was the registered holder of 1,041,871 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, 2003.


                                        3
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Critical Accounting Policies:

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

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

Revenue Recognition and Allowance for Doubtful Accounts:

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

Statements of Operations:

Fiscal Year Ended March 31, 2003 Compared to Fiscal Year Ended March 31, 2002

Revenues  totaled  $995,253  during  the  fiscal  year ended March 31, 2003, 37%
higher than the prior year's revenues of $726,534. Management fees increased 46%
from  $649,725  to  $950,631 for the year ending March 31, 2003. Included in the
total 2003 revenues is $36,958 related to the Company's portion of net income of
Healthcare  Professional  Billing Corp. (HPB) under the 1996 transfer agreement.
The  Company  recorded  $52,626 in 2002 related to its portion. Interest expense
increased  from  $16  for the fiscal year ended March 31, 2002 to $9,882 for the
fiscal  year  ended  March  31,  2003.  This  is  due to note payables issued in
exchange  for the acquisition of shares in a publicly traded company in November
2002.  General  and  Administrative  expenses  increased  4.9%  to $931,559 from
$888,050  mainly  due to higher payroll related to increased management fees and
collections.

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


                                        4
<PAGE>
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.

Liquidity, Capital Resources and Income Taxes

At March 31, 2003 cash amounted to $112,332 an increase of $50,799 over the cash
balance  of  $61,533  at  March  31,  2002.

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.

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,  2003,  the  Company  had  an  operating tax loss carryforward of
approximately  $5,474,000.

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.


                                        5
<PAGE>
                                     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      57                1996                       Director
Raffaele Attar           30                2000                       Director
Gary Poe                 36                                Secretary/Treasurer

On  June  14,  2002 the Company was informed that Director Farkas passed away on
March  10,  2002.  On  October 3, 2002, the Company received written notice that
Russell S. Molina resigned as a Director, President and Chairman of the Board of
the  Company  to  pursue other business opportunities effective October 3, 2002.
The  remaining  Board  members  are  Elliot Gerstenhaber and Raffaele Attar. The
Board has named Raffaele Attar as acting CEO and Chairman of the Board, while it
begins  a  search  for a replacement. On February 14, 2003, the Company received
the  resignation  letter  of Elliot Gerstenhaber as Secretary and Treasurer. The
Board  named  Gary  Poe  as  the  new  Secretary  and  Treasurer of the Company.

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


Background of Officers and Directors:

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

Raffaele  Attar  graduated  from  St.  John's  College  in 1995 with a degree in
Philosophy and Mathematics. Mr. Attar has 6 years of experience as an investment
analyst  including  4  years  experience  in the medical financing industry. Mr.
Attar  currently  sits  on the Board of Directors of Rollouts, Inc., a privately
held  multi-site  equipment  deployment  company  based  in  Minneapolis,  MN.

Gary  Poe  is  a  1989  graduate  of Sam Houston State University holding a B.A.
degree  in  General  Business.  Mr.  Poe  has  been  associated with Woodco Fund
Management  (WFM)  since  March 1999. Prior to joining WFM, Mr. Poe worked as an
assistant  controller with a hotel management company in Houston, Texas. Mr. Poe
has  over  14  years  of  financial  accounting  experience.

ITEM 10.  EXECUTIVE COMPENSATION

Compensation of Officers and Directors:

Set  forth  below  is  the aggregate remuneration paid to the Company's officers
during  the  fiscal  years  ended  March  31,  2003,  2002,  and  2001.

     Name and                                               Restricted
     Principal                                                Stock
     Position                     Year        Salary         Awards
 None                             2003        $     0        $     0
 None                             2002        $     0        $     0
 None                             2001        $     0        $     0


                                        6
<PAGE>
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  June  19,  2003:

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

          Beech Glen, Inc.            (1)
          c/o Capital Holdings, Inc.         598,164                 8.58%
          4900 Woodway, Suite 650
          Houston, TX 77056

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



(b) Security Ownership of Management

          Dibo Attar              (1)        200,000

          Elliot Gerstenhaber                     -0-

 Raffaele Attar                      90,400

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



Notes to Table of Beneficial Owners and Management:

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

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

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

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


                                        7
<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During  the  years ended March 31, 2003 and March 31, 2002, the Company incurred
management  fees  for  facilities  and services provided by GTD Capital Holdings
Management  Company,  in  the amount of $139,342 and $139,200 respectively. Such
services  are  believed  to  have  been provided on terms no less favorable than
available  from  a  third  party.

On  September  2,  2002,  the  Company  entered into an agreement, with Extended
Laboratory  Services  L.P.("ELS"),  to  purchase  Medicare B receivables for 30%
below the face value. Extended Laboratory Services is a medical lab company that
provides  laboratory services for hospitals and retirement homes in Houston, Tx.
The  Company's  acting  Chairman,  who is also a director and shareholder of the
Company  is  a 70% partner in ELS. ELS has an obligation to the Company at March
31,  2003  of  $20,000.

On  October  3, 2002, the Company received written notice that Russell S. Molina
resigned  as  a  Director, President and Chairman of the Board of the Company to
pursue  other  business  opportunities  effective October 3, 2002. The remaining
Board  members  are  Elliot Gerstenhaber and Raffaele Attar. The Board has named
Raffaele Attar as acting CEO and Chairman of the Board, while it begins a search
for  a  replacement.

On  November  11,  2002,  the  Company  filed  a Schedule 13D. This Schedule 13D
relates  to  the common stock, $.01 par value per share (the "Common Stock"), of
KSW, Inc ("KSW"). The address of the principal executive offices of KSW is 37-16
23rd  Street,  Long  Island  City,  New York 11101. The Company acquired 372,348
shares  of  KSW  common  stock  from  seven  related  entities  ("seller")in
consideration  for  interest-bearing,  nonrecourse notes evidencing the purchase
price  paid by the Company to each such seller. The purchase price was $1.00 per
share, or an aggregate of $372,348. Each note bears interest at 6% per annum and
is  payable  in annual interest only installments and is due and payable in full
on or before November 6, 2005. The Company will repay the Notes from its working
capital. The Company granted the seller a security interest in the shares of KSW
common stock purchased from such seller. As of the close of business on November
7, 2002, the share price was $.80. A premium was paid for these shares to insure
the  Company  acquired at least 5% of the outstanding shares of KSW. The Company
is  reviewing whether or not it intends to pursue various alternative courses of
action  with  respect  to  the  management  and operations of KSW with a view to
increasing  shareholder  values.  No  specific alternative courses of action are
under  active  consideration  by  the Company. However, unless management of KSW
takes  an active role in increasing shareholder value which is reflective in the
market  price  of the KSW securities, the Company reserves the right to consider
making  an  offer  to purchase additional shares, which might include all of the
outstanding  shares  of KSW. The Company further reserves the right to increase,
decrease  or  eliminate  its investment in KSW or take any other action relative
thereto.

On  December  6,  2003  the  Company  borrowed  $56,500 from a related entity in
exchange  for  an interest-bearing, nonrecourse note. The note bears interest at
6%  per annum and is payable in annual interest only installments and is due and
payable  in  full on or before December 5, 2005. The Company will repay the Note
from  its  working  capital.  With  the  proceeds,  the  Company acquired 80,000
convertible  preference  shares  of  Famoice ("Famoice") Technology Pty Ltd. The
purchase  price  was  $56,500. The Company secured the Note with the convertible
preference  shares  of  Famoice.

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,  2003  all  Section  16(a)  filing
requirements  were  complied  with  in  a  timely  manner.


                                        8
<PAGE>
                                      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, 2003 and 2002
Consolidated Statements of Operations
          Years Ended March 31, 2003 and 2002
Consolidated Statements of Changes in Stockholders' Equity
          Years Ended March 31, 2003 and 2002
Consolidated Statements of Cash Flows
          Years Ended March 31, 2003 and 2002
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 October 8, 2002 disclosing
          Russell  S.  Molina's  resignation during fiscal year ending March 31,
          2003.

     (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.



Controls and Procedures:

Within  90  days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our management including the
Company's Acting Chief Executive Officer and Principal Financial Officer, of the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Acting  Chief  Executive  Officer and Principal Financial Officer concluded that
our  disclosure  controls  and  procedures  are  effective.

There  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date we
carried  out  this  evaluation.


                                        9
<PAGE>
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:  July 2, 2003
                              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


                                       10
<PAGE>
                                  CERTIFICATION
                                  -------------

I, Raffaele Attar, 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):

     a)   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

     b)   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: July 2, 2003

                       By:      /s/ Raffaele Attar
                                ------------------
                                Raffaele Attar
                                Acting Chairman and
                                Chief Executive Officer


                                       11
<PAGE>
                                  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: July 2, 2003

                       By:     /s/ Gary Poe
                               ------------
                               Gary Poe
                               Principal Financial Officer
                               and Secretary


                                       12
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2003 AND MARCH 31, 2002

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

Report of Independent Auditor                                          F-2

Consolidated Balance Sheets
           As of March 31, 2003 and 2002                               F-3

Consolidated Statements of Operations and Comprehensive Income (Loss)
          Years Ended March 31, 2003 and 2002                          F-4

Consolidated Statements of Stockholders' Equity
          Years Ended March 31, 2003 and 2002                          F-4

Consolidated Statements of Cash Flows
          Years Ended March 31, 2003 and 2002                          F-5

Notes to Consolidated Financial Statements                             F-6


<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, 2003 and 2002, 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, 2003 and 2002, 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 24, 2003


                                F-2
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND MARCH 31, 2002

                                ASSETS

                                                          2003        2002
                                                       ----------  ----------
<S>                                                    <C>         <C>
CURRENT ASSETS

Cash                                                   $  112,332  $   61,533
Accounts receivable                                        10,189      14,262
Current portion of non-current receivables
(Note 4)                                                  367,440     299,923
                                                       ----------  ----------

TOTAL CURRENT ASSETS                                      489,961     375,718

PROPERTY AND EQUIPMENT AT COST,
  less accumulated depreciation of $148,531 at
  March 31, 2003 and $148,531 at March 31, 2002
  (Note 5)                                                      0           0

OTHER ASSETS
Securities available for sale (Notes 3 and 10)            324,357      10,227
Investments in non-public companies (Note 10)              56,500           0
Non-current receivables (Note 4)                          432,878     371,290
Deposits                                                   11,676      12,271
                                                       ----------  ----------

TOTAL OTHER ASSETS                                        825,411     393,788
                                                       ----------  ----------
TOTAL ASSETS                                           $1,315,372  $  769,506
                                                       ==========  ==========

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable                                       $   14,819  $   10,558
Accounts payable - related party (Note 10)                589,737     470,537
Accrued liabilities                                         1,686       9,021
Current portion of long-term debt (Note 6)-related          9,882           0
                                                       ----------  ----------

TOTAL CURRENT LIABILITIES                                 616,124     490,116

LONG-TERM LIABILITIES

Long-term debt, less current portion
  related parties (Note 6)                                428,848           0
Minority interest                                          72,600           0
                                                       ----------  ----------
TOTAL LONG-TERM LIABILITIES                               501,448           0

          TOTAL LIABILITIES                             1,117,572     490,116

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, 2003 and 2002                               69,701      69,701
Preferred stock-par value $.01; authorized
  10,000,000 shares, issued 0 shares
  at March 31, 2003 and 2002                                    0           0
Additional paid-in capital                              8,075,850   8,075,850
Unrealized gain on investments                         (   53,076)      9,727
Accumulated deficit                                    (7,846,237) (7,827,450)
Treasury stock at cost - 25,000 shares                 (   48,438) (   48,438)
                                                       ----------  ----------

TOTAL STOCKHOLDERS' EQUITY                                197,800     279,390
                                                       ----------  ----------
                                                       $1,315,372  $  769,506
                                                     ============  ==========
<FN>


See accompanying Notes to Consolidated Financial Statements
</TABLE>


                                     F-3
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED MARCH 31, 2003 AND MARCH 31, 2002

                                                          2003        2002
                                                       ----------  ----------
<S>                                                    <C>         <C>
REVENUES
Management and billing fees, net of
  allowances                                           $  950,631  $  649,725
Income from finance receivables                                 0           0
Interest and dividends                                          0          12
Realized gain from sales of securities
  available for sale                                        7,664           0
Miscellaneous income                                       36,958      76,797
                                                       ----------  ----------
TOTAL REVENUES                                            995,253     726,534

OPERATING EXPENSES
Selling, general and administrative                       931,559     888,050
Interest expense                                            9,882          16
                                                       ----------  ----------
TOTAL OPERATING EXPENSES                                  941,441     888,066
                                                       ----------  ----------
INCOME / (LOSS) BEFORE MINORITY INTEREST & INCOME          53,812    (161,532)

MINORITY INTEREST                                         (72,600)          0
                                                       ----------  ----------
INCOME / (LOSS) BEFORE INCOME TAXES                       (18,788)   (161,532)

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

NET LOSS                                                  (18,788)   (161,532)

OTHER COMPREHENSIVE INCOME:
Unrealized gain (loss) on securities                      (55,138)      1,252
Less: reclassification adjustment for
      Gain included in net income                          (7,664)          0
                                                       ----------  ----------

TOTAL OTHER COMPREHENSIVE INCOME                          (62,802)      1,252
                                                       ----------  ----------

COMPREHENSIVE INCOME (LOSS)                            $  (81,590) $ (160,280)
                                                       ==========  ==========
PER SHARE DATA:

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

BASIC LOSS PER COMMON SHARE                           $     (0.00) $    (0.02)
                                                       ==========  ==========
<FN>
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2003 AND MARCH 31, 2002
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>
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
---------  --------  ----------  ------------  ---------  ------  ---------  -----------
Unrealized gain on securities
  available for sale                            (62,803)                        (62,803)
Net loss                             (18,787)                                   (18,787)
---------  --------  ----------  ------------  ---------  ------  ---------  -----------
BALANCE, March 31, 2003:

6,970,118  $ 69,701  $8,075,850  $(7,846,237)  $(53,076)  25,000  ($48,438)  $  197,800
=========  ========  ==========  ============  =========  ======  =========  ===========
<FN>
See accompanying Notes to Consolidated Financial Statements
</TABLE>


                                    F-4
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2003 AND MARCH 31, 2002


                                                          2003        2002
                                                      -----------  ----------
<S>                                                   <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                              $  (18,788)  $(161,532)
Adjustments to reconcile net loss to
  net cash used in operating activities:
Depreciation and amortization                                  0           0
Provision for bad debts                                  131,065     124,168
Realized gain from sales of securities available
   for sale                                                7,664           0
Deposits (paid) received                                     595           0
Changes in operating assets and liabilities:
    (Increase) decrease in:
    Accounts receivable                                    4,073      (4,166)
    Prepaid expenses and other current assets                  0           0
    Value of marketable securities                      (321,794)    214,635
    Increase (decrease) in:
    Accounts payable                                     123,462      98,989
    Accrued liabilities                                  (60,256)    (30,456)
    Minority interest                                     72,600           0
                                                      -----------  ----------
NET CASH REQUIRED BY
  OPERATING ACTIVITIES                                   (61,379)    241,638
                                                      -----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES

  Loans made evidenced by notes receivable            (1,046,687)   (756,062)
  Collection of notes receivable                         848,105     741,933
  (Increase) decrease in non current receivables         (61,588)    (21,646)
  Acquisition of investments in non-public companies     (56,500)          0
  Acquisition of securities available for sale                 0           0
                                                      -----------  ----------
NET CASH USED IN
  INVESTING ACTIVITIES                                  (316,670)    (35,775)
                                                      -----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds of long-term debt                             428,848           0
  Repayment of long-term debt                                  0    (215,887)
                                                      -----------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                428,848    (215,887)
                                                      -----------  ----------
INCREASE (DECREASE)IN CASH                                50,799     (10,024)

CASH - BEGINNING                                          61,533      71,557
                                                      -----------  ----------

CASH - END                                            $  112,332   $  61,533
                                                      ===========  ==========
CASH PAID DURING THE PERIODS FOR:

  Interest                                            $        0   $      16
                                                      ===========  ==========
<FN>


See accompanying Notes to Consolidated Financial Statements
</TABLE>


                                    F-5
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002


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 and majority-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, 2003
and  March  31,  2002  is  as  follows:

                                                 March 31, 2003  March 31,2002
                                                 --------------  -------------
Financial Position:
Current Assets                                   $      122,618  $     126,577

Property and equipment                                      180            658
                                                 --------------  -------------
Total assets                                     $      122,798  $     127,235
                                                 ==============  =============


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
<S>                                                    <C>         <C>
Current liabilities(including
  due to the Company of $169,756)                $     262,434   $    296,722
Long-term obligations (a)                              103,719        112,700
Stockholders' deficiency                              (243,355)      (282,187)
                                                 --------------  -------------
Total liabilities and stockholders'
  deficiency                                     $     122,798   $    127,235
                                                 ==============  =============

Results of Operation:
Revenues                                         $     267,897   $    316,454
Operating Expenses                                     229,065        253,173
                                                 --------------  -------------
Net income                                       $      38,832   $     63,281
                                                 ==============  =============
<FN>

(a) Certain creditors of HPB are also creditors of the Company.
</TABLE>

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  $169,756,  although  fully reserved by the Company. During the year
ended  March  31,  2003  the  Company  received  $44,447.

3.   SECURITIES AVAILABLE FOR SALE
                                                       2003         2002
                                                 --------------  -------------
KSW, Inc.                                              324,357          6,474

Netsmart Technologies, Inc                                   0          3,753
                                                 --------------  -------------
                                                 $     324,357   $     10,227
                                                 ==============  =============

Unrealized gains and losses for marketable equity securities at March 31, 2003
and 2002 are as follows:

                                       2003                    2002
                              ---------------------    --------------------
                               Current  Non-Current    Current  Non-Current

Aggregate Cost                $      0  $  377,434     $   500  $         0

Aggregate Market Value        $      0  $  324,358     $ 3,753  $     6,474

Net Unrealized Gains          $      0  $  (53,076)    $ 3,253  $     6,474


4. NON-CURRENT RECEIVABLES

     Non-current  receivables  at March 31, 2003 and March 31, 2002 consisted of
the  following:
                                                          2003        2002
                                                      -----------  -----------
Assigned medical billings net of allowances of
which $364,360 of the unpaid is expected to be
collected during the current fiscal year.             $1,447,093   $1,186,924

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
                                                      -----------  -----------
                                                       2,484,623    2,224,454
          Less Allowance for Uncollectible            (1,684,305)  (1,553,241)
                                                      -----------  -----------
                                                         800,318      671,213
          Less Current Portion                          (367,440)    (299,923)
                                                      -----------  -----------
                                                      $  432,878   $  371,290
                                                      ===========  ===========






                                    F-7
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002

5. PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2003 and March 31, 2002 consisted of the
following:

                                Life                   2003         2002
                                                   -----------  ----------

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

<TABLE>
<CAPTION>
Long-term debt including  accrued  interest at March 31, 2003 and March 31, 2002
consisted of the following:
                                                            2003          2002
                                                        ------------   ----------
<S>                                                     <C>           <C>
Related Party:
Note payable of $10,000 principal plus accrued
interest at 6%, payable in annual installments
of interest only, all due on November 6, 2005 for
acquisition of certain public shares. (Note 10)           $  10,237   $      0

Note payable of $121,805 principal plus accrued
nninterest at 6%, payable in annual installments
of interest only, all due on November 6, 2005 for
acquisition of certain public shares. (Note 10)             124,688          0

Note payable of $97,043 principal plus accrued
interest at 6%, payable in annual installments
of interest only, all due on November 6, 2005 for
acquisition of certain public shares. (Note 10)              99,340          0

Note payable of $34,000 principal plus accrued
interest at 6%, payable in annual installments
of interest only, all due on November 6, 2005 for
acquisition of certain public shares. (Note 10)              34,805          0

Note payable of $13,000 principal plus accrued
interest at 6%, payable in annual installments
of interest only, all due on November 6, 2005 for
acquisition of certain public shares. (Note 10)              13,308          0

Note payable of $17,000 principal plus accrued
interest at 6%, payable in annual installments
of interest only, all due on November 6, 2005 for
acquisition of certain public shares. (Note 10)              17,402          0

Note payable of $79,500 principal plus accrued
interest at 6%, payable in annual installments
of interest only, all due on November 6, 2005 for
acquisition of certain public shares. (Note 10)              81,382          0

Note payable of $56,500 principal plus accrued
interest at 6%, payable in annual installments
of interest only, all due on December 5, 2005 for
acquisition of certain non-public shares. (Note 10)          57,568          0
                                                        ------------  ---------
                                                          $ 438,730   $      0
               Less Current Portion                        (  9,882)  (      0)
                                                          ----------  ---------
                                                          $ 428,848   $        0
                                                          ==========   ==========
<FN>
The amounts of long-term  debt maturing in each of the years ending March 31 are
as follows: 2004 - $0; 2005 - $0; 2006 - $428,848.
</TABLE>

7.   STOCKHOLDERS'  EQUITY



8.   INCOME  TAXES

At  March  31,  2003,  for  income  tax  reporting  purposes,  the Company has a
consolidated  net  operating  loss  carryforward  of  approximately  $5,474,000
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: 2004 -
$94,283:  2005  -  $86,426

Rent  expense  amounted  to  $106,917 and $102,644 for the years ended March 31,
2003  and  2002,  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  70%  of  the  provider's  medical  fee  revenues  (net  of  allowance  for
uncollectible  accounts),  plus  100%  of  the  office  lease  rent expense. 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, 2003 AND 2002

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 $139,342 and $139,200 for the years ended March 31, 2003 and
2002,  respectively.

On  September  2,  2002,  the  Company  entered into an agreement, with Extended
Laboratory  Services  L.P.("ELS"),  to  purchase  Medicare B receivables for 30%
below the face value. Extended Laboratory Services is a medical lab company that
provides  laboratory services for hospitals and retirement homes in Houston, Tx.
The  Company's  acting  Chairman,  who is also a director and shareholder of the
Company  is  a 70% partner in ELS. ELS has an obligation to the Company at March
31,  2003  of  $20,000.

On  October  3, 2002, the Company received written notice that Russell S. Molina
resigned  as  a  Director, President and Chairman of the Board of the Company to
pursue  other  business  opportunities  effective October 3, 2002. The remaining
Board  members  are  Elliot Gerstenhaber and Raffaele Attar. The Board has named
Raffaele Attar as acting CEO and Chairman of the Board, while it begins a search
for  a  replacement.

On  November  11,  2002,  the  Company  filed  a Schedule 13D. This Schedule 13D
relates  to  the common stock, $.01 par value per share (the "Common Stock"), of
KSW, Inc ("KSW"). The address of the principal executive offices of KSW is 37-16
23rd  Street,  Long  Island  City,  New York 11101. The Company acquired 372,348
shares  of  KSW  common  stock  from  seven  related  entities  ("seller")in
consideration  for  interest-bearing,  nonrecourse notes evidencing the purchase
price  paid by the Company to each such seller. The purchase price was $1.00 per
share, or an aggregate of $372,348. Each note bears interest at 6% per annum and
is  payable  in annual interest only installments and is due and payable in full
on or before November 6, 2005. The Company will repay the Notes from its working
capital. The Company granted the seller a security interest in the shares of KSW
common stock purchased from such seller. As of the close of business on November
7, 2002, the share price was $.80. A premium was paid for these shares to insure
the  Company  acquired at least 5% of the outstanding shares of KSW. The Company
is  reviewing whether or not it intends to pursue various alternative courses of
action  with  respect  to  the  management  and operations of KSW with a view to
increasing  shareholder  values.  No  specific alternative courses of action are
under  active  consideration  by  the Company. However, unless management of KSW
takes  an active role in increasing shareholder value which is reflective in the
market  price  of the KSW securities, the Company reserves the right to consider
making  an  offer  to purchase additional shares, which might include all of the
outstanding  shares  of KSW. The Company further reserves the right to increase,
decrease  or  eliminate  its investment in KSW or take any other action relative
thereto.

On  December  6,  2003  the  Company  borrowed  $56,500 from a related entity in
exchange  for  an interest-bearing, nonrecourse note. The note bears interest at
6%  per annum and is payable in annual interest only installments and is due and
payable  in  full on or before December 5, 2005. The Company will repay the Note
from  its  working  capital.  With  the  proceeds,  the  Company acquired 80,000
convertible  preference  shares  of  Famoice ("Famoice") Technology Pty Ltd. The
purchase  price  was  $56,500. The Company secured the Note with the convertible
preference  shares  of  Famoice.

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>