UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-K/A


(Amendment
No. 2)








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





For the
fiscal year ended March 31, 2008.





OR





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      [NO FEE REQUIRED]





For the
transition period
from            to            .








Commission
file number  2-87738





T.H.
LEHMAN & CO., INCORPORATED


(Exact
name of small business issuer as specified in its charter)





Delaware
              22-2442356(State
      or other jurisdiction
              (I.R.S./Employerof
      incorporation or organization)
              Identification
      No.)





1155
Dairy Ashford Rd., Suite 650, Houston, Texas 77079


(Address
of principal executive offices)





Issuer's
telephone number, including area code:  (281) 870-1197


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


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


Common
Stock, $.01 par value


Preferred
Stock, $.01 par value








Indicate
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.


Yes o   No
x





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


Yes o   No
x





Indicate
whether the registrant (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.


Yes x  No o





Indicate
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Park III of this Form 10-K or any amendment to this Form
10-K   x





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


Large
      accelerated filer o
            Non-accelerated
      filer o
            Accelerated
      filer o
            Smaller
      reporting company x





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


Yes o  No x





The
registrant’s revenues for the fiscal year ended March 31, 2008 were
$98,672.





The
aggregate market value of the voting stock held by non-affiliates, of the
registrant is approximately $3,203,504.70 as of May 6, 2008.  This is
based on 5,824,554 shares of common stock held by
non-affiliates.  (Based upon the price at which the common stock was
sold or the average bid and asked of such common stock for the last trading date
prior to that date).





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







1


TABLE OF CONTENTS








PagePART
      I.Item
      1.
                    Description
      of Business
                    3Item
      2.
                    Description
      of Property
                    4Item
      3.
                    Legal
      Proceedings
                    4Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    4PART
      II.Item
      5.
                    Market
      for Common Equity and Related Stockholder Matters
                    4Item
      6.
                    Management’s
      Discussion and Analysis or Plan of Operation
                    4Item
      7.
                    Financial
      Statements
                    6Item
      8.
                    Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                    6Item
      8A.
                    Controls
      and Procedures
                    6PART
      III.Item
      9.
                    Directors,
      Executive Officers, Promoters, and Control Persons; Compliance with
      Section 16(a) of the Exchange Act
                    7Item
      10.
                    Executive
      Compensation
                    7Item
      11.
                    Security
      Ownership of Certain Beneficial Owners and Management
                    8Item
      12.
                    Certain
      Relationships and Related Transactions
                    8PART
      IV.Item
      13.
                    Exhibits
      and Reports on Form 10-K
                    9Index
      to Consolidated Financial Statements
                    F-1Report
      of Independent Registered Public Accounting Firm
                    F-2Consolidated
      Financial Statements for the Years Ended March 31, 2008 and
      2007
                    F-3Notes
      to Consolidated Financial Statements
                    F-7


2
 Table of Contents


EXPLANATORY
NOTE





T.H.
Lehman  &  Co., Incorporated (referred to as the
"Company or Registrant") is filing this Amendment No. 2 on Form 10-K/A
(“Amendment No. 2”) to amend its Annual Report on Form 10-K for the fiscal year
ended March 31, 2008 originally filed with the Securities and Exchange
Commission (“the SEC”) on June 27, 2008 (“the Original Filing”) to amend Item 8A
and the CEO and CFO Certifications for Section 302.  The Company is
filing this Amendment No. 2 for the purpose of responding to a letter from the
Securities and Exchange Commission, dated February 23, 2009, in which they
suggest we revise our Controls and Procedures section for Evaluation of
Disclosure Controls and Procedures and Management’s Annual Report on Internal
Control over Financial Reporting.  In addition a revision was
suggested on the Certifications for Section 302 of the CEO and the CFO for the
language in Regulation S-K Item 601.





This
Amendment No. 2 amends only the item of the Original Filing as specified above,
and all other portions of the Original Filing remain in effect and have not been
amended to reflect events and developments since the original June 27, 2008
filing date.  In accordance with Rule 12b-15 of the Exchange Act, this
Amendment No. 2 on Form 10-K/A sets forth the complete text of Item 8A of Part
II of the Registrant’s Form 10-K for the year ended March 31, 2008, as amended
and the Section 302 Certifications of the CEO and CFO.








ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





None





ITEM
      8A.
            CONTROLS
      AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Under the
supervision and with the participation of our management, including our chief
executive officer and chief financial officer, we have conducted an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of the end of the period covered by this
report.  Based on this evaluation, our chief executive officer and
chief financial officer concluded as of the evaluation date that our discloser
controls and procedures were effective such that the material information
required to be included in our Securities and Exchange Commission reports is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms relating to our company,
particularly during the period when this report was being prepared.




Management’s
Annual Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act, as
amended, as a process designed by, or under the supervision of, a company’s
principal executive and principal financial officers and effected by a company’s
board of directors, management and other personnel to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. Our internal control over financial reporting
includes those policies and procedures that:




*
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;


*
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors;


*
            and
      provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. In addition, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may deteriorate. In order
to evaluate the effectiveness of our internal control over financial reporting
as of March 31, 2008, as required by Sections 404 of the Sarbanes-Oxley Act of
2002, our management commenced an assessment, based on the criteria set forth in
Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the “ COSO Framework “). A material
weakness is a control deficiency, or a combination of control deficiencies, that
results in more than a remote likelihood that a material misstatement of our
annual or interim financial statements will not be prevented or detected on a
timely basis. In assessing the effectiveness of our internal control over
financial reporting, our management, including the chief executive officer and
chief financial officer, did not identify any deficiencies and therefore believe
the Company’s internal control over financial reporting was effective based on
those criteria as of March 31, 2008.


3
 Table of Contents


Management
believes that the financial statements included in this report fairly present in
all material respects our financial condition, results of operations and cash
flows for the periods presented. We have put an implementation plan in place
whereby in fiscal year 2009 sufficient testing to satisfy COSO requirements will
be performed. The absence of the ability to conclude as to the sufficiency of
internal controls, is a material weakness.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Our internal controls were not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only managements
report in this annual report.





Changes
in Internal Control Over Financial Reporting





There
were no changes in our internal control over financial reporting that occurred
during the last fiscal quarter for our fiscal year ended March 31, 2008 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.





CEO and
CFO Certifications





Appearing
immediately following the Signature section of this report there are
Certifications of the CEO and the CFO.  The Certifications are
required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the
Section 302 Certifications).  This item of this report, which you are
currently reading is the information concerning the Evaluation referred to in
the Section 302 Certifications and this information should be read in
conjunction with the Section 302 Certifications for a more complete
understanding of the topics presented.








ITEM
      8B.
            OTHER
      INFORMATION





None.


4
 Table of Contents


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:  March
4, 2009




T.H. 
      LEHMAN & CO., INCORPORATED AND SUBSIDIARIESBy:
                /s/
      Raffaele AttarRaffaele
      AttarActing
      Chairman andChief
      Executive OfficerBy:
                /s/
      Gary PoeGary
      PoePrincipal
      Financial Officerand
      Secretary







5