UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-K











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 of incorporation or organization)
            (I.R.S./Employer
      Identification No.)





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


(Address
of principal executive offices)





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


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


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


Common
Stock, $.01 par value


Preferred
Stock, $.01 par value








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


Yes £    No
S


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


Yes £    No
S


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  S  No
£


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  S


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


Large
accelerated filer □    Non-accelerated filer
□    Accelerated filer
□     Smaller reporting company S


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


Yes
□  No S


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.













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 arch 31,
      2008 and 2007
            F-3Notes to Consolidated Financial
    Statements
            F-7


Table of Contents




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.





Non-Operating
Reporting Entity:





Currently
the Company has closed all operations and has no continuing  business
operations.  The Company is operating as a public shell and its
business operations consist of management seeking merger and acquisition
candidates with ongoing operations and the collection of receivables from its
discontinued operations.  The Company has no existing funding
commitments  and is presently under no contractual obligation to make
any investment or  acquisition. The history of the Company’s business
is detailed below.





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 was 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 were
derived from fees charged for these services.  The company
had  one client, which operated 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
Corp. and Med-Fin Management Services, Inc. received, as a fee for their clinic
management services, revenues that were indirectly related to the
overall  collections of their client practitioners' receivables.
MedFin Management
Corporation  and  Med-Fin  Management  Services,  Inc.
also provided
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 was 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.





The
Company wound down its medical business management office in February 2005, the
date its medical office lease expired. In February 2005 the Company had closed
all its patients’ cases and final billed all the services rendered by the
providers, and, for the patients that could not be finalized, referred them to
other providers, but billed through the date that the providers had rendered
services. The Company has engaged a consultant to follow up on collections for
all its receivables that have been assigned to the medical business management
entity. The collection of these receivables is significantly complete. The
Company does not expect significant collections nor incurring significant costs
on the remaining provider receivables that it manages.  The valuation
of the existing receivables as of March 31, 2008 after taking into consideration
the expected future collection costs is zero. There were no long-lived assets
related to the discontinued operation nor are there expected to be gains or
losses from the discontinuance of the medical business management
segment.





3
 Table of Contents




Environmental
Matters:





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





Employees:





The
Company employs 1 person as a consultant in the medical management
field  that is engaged in the collection effort of provider
receivables. 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.
            DESCRIPTIONOF
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 currently leases office
space in Sherman Oaks,  California that is being utilized for
collection and record storage purposes. Monthly rental payments are $695,
including all utilities.  The rental of this space will end as of June
30, 2008.





ITEM
      3.
            LEGALPROCEEDINGS





Neither
the  Company  nor  its  subsidiaries  is  currently  party
to any other material legal  proceeding.





ITEM
      4.
            SUBMISSIONOF MATTERS TO A VOTE OF SECURITY
      HOLDERS





The
Company did not have any matters to submit to a vote of the security
holders.





PART
II





ITEM
      5.
            MARKETFOR 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,  2008  are  as  follows:





For
      the Quarter Ended
            
            High
            
            
            LowJune
      30, 2006
            
            $
            .20
            
            
            $
            .20September
      30, 2006
            
            $
            .20
            
            
            $
            .20December
      31, 2006
            
            $
            .20
            
            
            $
            .20March
      31, 2007
            
            $
            .20
            
            
            $
            .20June
      30, 2007
            
            $
            .60
            
            
            $
            .60September
      30, 2007
            
            $
            .60
            
            
            $
            .60December
      31, 2007
            
            $
            .75
            
            
            $
            .75March
      31, 2008
            
            $
            .55
            
            
            $
            .55





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
6, 2008 the Company had approximately 118 shareholders of record. Cede & Co.
was the registered holder of 1,044,313 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, 2008.





ITEM
      6.
            MANAGEMENT'SDISCUSSION 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.




4
 Table of Contents





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





Statements
of Operations for continuing operations:





Fiscal
Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31,
2007





Revenues
totaled $98,672 during the fiscal year ended March 31, 2008, 92.9% lower than
the previous year’s revenues of $1,387,264.  Realized gain from sales
of securities for the year 2008 was $85,459 compared to $1,351,824 for
2007.   Operating expenses in 2008 were $114,441 compared to
$91,121 in 2007, an increase of 25.6%.  The increase is due to an
increase in Professional fees due to new business
explorations.  Interest expense was $0 in 2008 compared to $11,778 in
2007 after all remaining loans were paid off in 2007.





Fiscal
Year Ended March 31, 2007 Compared to Fiscal Year Ended March 31,
2006





Revenues
totaled $1,387,264 during the fiscal year ended March 31, 2007, 3,611% higher
than the previous year’s revenues of $37,381.  Included in the total
2007 revenues is $1,346,238 of realized gain from sales of KSW,
Inc.  Operating expenses remained very comparable from $91,788 in 2006
to $91,121 in 2007.  General and  Administrative expenses
were relatively the same with interest expense decreasing  27.0% from
$16,148 to $11,778 after all remaining loans were paid off in 2007.





Statements
of Operations for discontinued operations:





Fiscal
Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31,
2007





On a net
basis there was a loss in 2008 of $27,477 compared to a loss in 2007 of $35,322
a decrease of 22%.  Income from collections in 2008 was $21,416
compared to $133,000 in 2007.  General and Administrative expenses
decreased to $48,893 in 2008 compared to $168,322 in 2007, mainly due to lower
collection costs and professional fees in collecting the receivables and the
write down of the remaining receivables in  2007.





Fiscal
Year Ended March 31, 2007 Compared to Fiscal Year Ended March 31,
2006





Due to
the collection of receivables (discontinued operations) greater
than  previously expected, fiscal year ended March 31, 2007 had
revenues of $133,000  compared to $0 for the prior fiscal year ended
March 31, 2006.  General and  Administrative expenses
increased to $168,322 in 2007 compared to $134,750  in 2006 mainly due
to a write off of the remaining receivables as uncollectible.





Liquidity,
Capital Resources and Income Taxes





At March
31, 2008 cash amounted to $530,130 a decrease of $411,776 over the cash balance
of $941,906 at March 31, 2007.  The cash will be used to fund
operations.





The
Company's primary source of liquidity has been the cash it has obtained from the
liquidation  of its investment portfolio and distribution of HPB's
profit.





The
Company anticipates that internally generated cash will be sufficient to finance
overall operations.





The
Company’s consolidated financial statements have been prepared
assuming  the Company will continue as a going concern, which
contemplates the  realization of assets and satisfaction of
liabilities in the normal course of  business.  Management
of the Company expects that cash balances at  March 31, 2008 will be
adequate to maintain its corporate existence.  However,  no
assurance can be provided that these results will materialize.





Ultimately,
the Company’s ability to continue as a going concern is dependent upon its
ability to attract new sources of capital, establish an
acquisition  or reverse merger candidate with continuing operations,
attain a reasonable threshold of operating efficiencies and achieve profitable
continuing operations.





5
 Table of Contents





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





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





Impact of
Inflation and Other Business Conditions





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.
            FINANCIALSTATEMENTS





The
financial statements and supplementary data are listed at "ITEM 13: EXHIBITS AND
REPORTS ON FORM 10-K" in this document.





(See
Index Exhibits Part
IV  Item  13  (a)  Financial  Statements:  F1)





ITEM
      8.
            CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE








ITEM
      8A.
            CONTROLSAND
PROCEDURES


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.





6
 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 significant  changes in the
Company’s internal controls or in other factors that could
significantly  affect internal controls subsequent to the date of the
evaluation above.





ITEM
      8B.
            OTHER
      INFORMATION





None.






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
            PositionElliot
      Gerstenhaber
            62
            1996
            DirectorRaffaele
      Attar
            35
            2000
            DirectorGary
      Poe
            41
            
            Secretary/Treasurer






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 11
years of experience as an investment analyst
including  8  years  experience  in the
medical financing industry.





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
19  years  of  financial  accounting  experience.





ITEM
      10.
            EXECUTIVECOMPENSATION





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,
2008, 2007, and 2006.





Name
      and Principal Position
            
            
            Year
            
            
            Salary
            
            
            Restricted
      Stock AwardsNone
            
            
            2008
            
            
            $
            0
            
            
            $
            0None
            
            
            2007
            
            
            $
            0
            
            
            $
            0None
            
            
            2006
            
            
            $
            0
            
            
            $
            0








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 6,
2008:





7
 Table of Contents








Name
      and Address Of Beneficial Owner
            
            Amount
      and Nature Of Beneficial Owner
            
            
            Percent
      of ClassTitle
      of Class (a) Common StockMonahan
      Corporation, N.V.
            (2
            )Landhuis
      Joonchi
            
            
            3,144,238
            
            
            
            45.11
            %Kaya
      Richard J. Beaujon z/nP.O.
      Box 837Curacao,
      Netherlands AntillesBurton,
      N.V.
            (2
            )Landhuis
      Joonchi
            
            
            281,383
            
            
            
            4.04
            %Kaya
      Richard J. Beaujon z/nP.O.
      Box 837Curacao,
      Netherlands AntillesRussell
      Molina
            (3
            )6616
      Sewanee
            
            
            480,000
            
            
            
            6.89
            %Houston,
      Texas 77005Beech
      Glen, Inc.
            (1
            )c/o
      Capital Holdings, Inc.
            
            
            598,164
            
            
            
            8.58
            %1155
      Dairy Ashford, Suite 650Houston,
      TX 77079New
      Horizons Investments Fund N.V.
            (2
            )Landhuis
      Joonchi
            
            
            610,538
            
            
            
            8.76
            %Kaya
      Richard J. Beaujon z/nP.O.
      Box 837Curacao,
      Netherlands, Antilles(b)
      Security Ownership of ManagementDibo
      Attar
            (1
            )
            
            
            200,000Elliot
      Gerstenhaber
            
            
            -0-Raffaele
      Attar
            
            
            90,400Directors
      and Officers as Group 5 persons (1) (2) (3)
            
            
            5,404,723
            
            
            
            77.54
            %








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





ITEM
      12.
            CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS.





During  the
years ended March 31, 2008 and March 31, 2007, the Company incurred
management  fees  for  facilities  and
services provided by Woodco Fund Management Inc., in the amount of $49,358 and
$49,358 respectively. Such
services  are   believed  to  have  been
provided on terms no less favorable than available  from a
third  party.  Woodco Fund Management Inc. is a asset
management company offering fee based services for accounting, record keeping
and clerical services and is controlled by related parties.





During
previous fiscal years the Company entered into formal note arrangements with its
chairman regarding advances made by the Company to an entity controlled by the
chairman.  The terms of the notes required annual 6% interest payments
and  all remaining balances were due at the end of three
years.  The principal  balances of these notes total
$91,000.  The Company received an interest only  check for
$10,253 on the above notes in June 2006.  In June 2007 the
Company  received payment in full on these notes.





8
 Table of Contents





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,  2008  all  Section  16(a)  filing
requirements  were  complied  with  in  a  timely  manner.





PART
IV





ITEM
      13.
            EXHIBITSAND REPORTS ON FORM
10-K





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





Independent
Auditor's Report





Consolidated
Balance Sheets


As of
March 31, 2008 and 2007


Consolidated
Statements of Operations


Years
Ended March 31, 2008 and 2007


Consolidated
Statements of Changes in Stockholders' Equity


Years
Ended March 31, 2008 and 2007


Consolidated
Statements of Cash Flows


Years
Ended March 31, 2008 and 2007


Notes to
Consolidated Financial Statements





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





(b)
            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.*





14.1
            Code
      of Ethics





*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.





9
 Table of Contents








T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES CONSOLIDATED FINANCIAL
STATEMENTS YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007





INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:Report
      of Independent Registered Public Accounting Firm
            F-2Consolidated
      Balance SheetsMarch
      31, 2008 and 2007
            F-3Consolidated
      Statements of Operations and Comprehensive Income (Loss)Years
      Ended March 31, 2008 and 2007
            F-4Consolidated
      Statements of Stockholders' EquityYears
      Ended March 31, 2008 and 2007
            F-5Consolidated
      Statements of Cash FlowsYears
      Ended March 31, 2008 and 2007
            F-6Notes
      to Consolidated Financial Statements
            F-7








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





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 (the "Company") as of March 31, 2008 and 2007 and the
related  consolidated statements of operations, stockholders' equity
and  cash flows for the years then ended.  These
consolidated financial statements  fare the responsibility of the
Company's management.  My responsibility is to  express an
opinion on these consolidated financial statements based on my
audits.





I
conducted my audits in accordance with standards of the Public
Company  Accounting Oversight Board (United States).  Those
standards require that I  plan and perform the audit to obtain
reasonable assurance about whether the  consolidated financial
statements are free of material misstatement.  An
audit  includes consideration of internal control over financial
reporting as a basis  for designing audit procedures that are
appropriate in the circumstances, but  not for the purpose of
expressing an opinion on the effectiveness of the  Company's internal
control over financial reporting.  Accordingly, I
express  no such opinion.  An audit also includes examining,
on a test basis, evidence  supporting the amounts and disclosures in
the consolidated 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 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
positions of  T.H. Lehman & Co., Incorporated and Subsidiaries as
of March 31, 2008 and 2007  and the results of their operations and
their cash flows for the years then  ended, in conformity with
accounting principles generally accepted in the  United States of
America.





The
accompanying consolidated financial statements have been prepared
assuming  the Company will continue as a going concern.  As
discussed in Note 1 to the  consolidated financial statements, the
Company had limited liquid resources,  recurring losses, and is
seeking to implement its business plan, which  requires the Company to
acquire or develop a business.  These matters
raise  substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are also
discussed in Note 1.  The consolidated financial statements do not
include any adjustment that might  result from the outcome of this
uncertainty.





/s/
JEFFREY S. GILBERT, CPA





Los
Angeles, California June 25, 2008





F-2
 Table of Contents




T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE
SHEETSMARCH 31, 2008 AND MARCH 31, 2007





ASSETS





2008
            
            
            2007CURRENT
      ASSETSCash
            
            $
            530,130
            
            
            $
            941,906Accounts
      receivable – related party
            
            
            48,902
            
            
            
            60Accounts
      receivable
            
            
            27,461
            
            
            
            0Current
      portion of non-current receivable - related party
            
            
            0
            
            
            
            98,860TOTAL
      CURRENT ASSETS
            
            
            606,493
            
            
            
            1,040,826OTHER
      ASSETS Securities available for sale
            
            
            162,118
            
            
            
            243,580TOTAL
      OTHER ASSETS
            
            
            162,118
            
            
            
            243,580TOTAL
      ASSETS
            
            $
            768,611
            
            
            $
            1,284,406LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESManagement
      fees – related party
            
            $
            0
            
            
            $
            349,575Management
      fees from discontinued operations -   related
      party
            
            
            0
            
            
            
            54,112TOTAL
      CURRENT LIABILITIES
            
            
            0
            
            
            
            403,687TOTAL
      LIABILITIES
            
            
            0
            
            
            
            403,687COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY  Common stock-par value $.01; authorized 20,000,000
      shares, issued 6,970,118 shares at March 31, 2008 and 2007
            
            
            69,701
            
            
            
            69,701Preferred
      stock-par value $.01; authorized   10,000,000 shares,
      issued 0 shares at March 31, 2008 and 2007
            
            
            0
            
            
            
            0Additional
      paid-in capital
            
            
            8,076,340
            
            
            
            8,076,340Unrealized
      gain on investments
            
            
            136,717
            
            
            
            205,580Accumulated
      deficit
            
            
            (7,465,710
            )
            
            
            (7,422,464
            )Treasury
      stock at cost - 25,000 shares
            
            
            ( 48,438
            )
            
            
            ( 48,438
            )TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)
            
            
            768,611
            
            
            
            880,719TOTAL
      LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
            
            $
            768,611
            
            
            $
            1,284,406




See
accompanying Notes to Consolidated Financial Statements





F-3
 Table of Contents





T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE INCOME (LOSS) YEARS ENDED MARCH 31, 2008 AND MARCH
31, 2007





2008
            
            
            2007REVENUES
      Interest and dividends
            
            $
            1,119
            
            
            $
            28,218Realized
      gain from sales of securities  Available for
sale
            
            
            85,459
            
            
            
            1,351,824Miscellaneous
      income
            
            
            12,094
            
            
            
            7,222TOTAL
      REVENUES
            
            
            98,672
            
            
            
            1,387,264OPERATING
      EXPENSESSelling,
      general and administrative
            
            
            114,441
            
            
            
            79,343Interest
      expense
            
            
            0
            
            
            
            11,778TOTAL
      OPERATING EXPENSES
            
            
            114,441
            
            
            
            91,121INCOME/(LOSS)
      FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
            
            
            (
      15,769
            )
            
            
            1,296,143PROVISION
      FOR INCOME TAXES
            
            
            0
            
            
            
            0INCOME/(LOSS)
      FROM CONTINUING OPERATIONS
            
            
            ( 15,769
            )
            
            
            1,296,143(LOSS)
      FROM DISCONTINUED OPERATIONS
            
            
            ( 27,477
            )
            
            
            ( 35,322
            )NET
      INCOME / (LOSS)
            
            
            ( 43,246
            )
            
            
            1,260,821OTHER
      COMPREHENSIVE INCOME: Unrealized gain on securities
            
            
            16,596
            
            
            
            649,683Less:  reclassification
      adjustment for gain included in net income
            
            
            (
      85,459
            )
            
            
            (1,351,824
            )TOTAL
      OTHER COMPREHENSIVE INCOME/(LOSS)
            
            
            (68,863
            )
            
            
            (
      702,141
            )COMPREHENSIVE
      INCOME
            
            $
            (
      112,109
            )
            
            $
            558,680PER
      SHARE DATA:WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
            
            
            6,945,118
            
            
            
            6,945,118NET
      INCOME/LOSS PER COMMON SHARE FROM  CONTINUING
      OPERATIONS
            
            $
            (0.00
            )
            
            $
            0.19NET
      INCOME/(LOSS) PER COMMON SHARE  FROM DISCONTINUED
      OPERATIONS
            
            
            (0.00
            )
            
            
            (0.01
            )NET
      INCOME/LOSS PER COMMON SHARE
            
            $
            (0.01
            )
            
            $
            0.18





See
accompanying Notes to Consolidated Financial Statements





F-4
 Table of Contents





T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY  YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007
BALANCE





Common
      Stock
            
            
            Additional
            
            
            
            
            
            Unreal.
      Gain on
            
            
            Treasury
      StockShares
            
            
            
            
            
            Paid-in
            
            
            Accumulated
            
            
            Sec
      Avail.
            
            
            for
      SharesIssued
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            for
      sale
            
            
            Held
            
            
            Amount
            
            
            Total6,970,118
            
            
            $
            69,701
            
            
            $
            8,076,340
            
            
            $
            (8,683,285
            )
            
            $
            907,721
            
            
            
            25,000
            
            
            $
            (48,438
            )
            
            $
            322,039Unrealized
      loss on securities available for sale:
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (702,141
            )
            
            
            
            
            
            
            
            
            
            
            (
      702,141
            )Net
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,260,821
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,260,821BALANCE,
      March 31, 2007:6,970,118
            
            
            
            69,701
            
            
            
            8,076,340
            
            
            
            (7,422,464
            )
            
            
            205,580
            
            
            
            25,000
            
            
            
            (48,438
            )
            
            
            880,719Unrealized
      loss on securities available for sale
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (
      68,863
            )
            
            
            
            
            
            
            
            
            
            
            ( 68,863
            )Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            ( 43,246
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            ( 43,246
            )BALANCE,
      March 31, 2008:6,970,118
            
            
            $
            69,701
            
            
            $
            8,076,340
            
            
            $
            (7,465,710
            )
            
            $
            136,717
            
            
            
            25,000
            
            
            $
            (48,438
            )
            
            $
            768,611





See
accompanying Notes to Consolidated Financial Statements


F-5
 Table of Contents




T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH
FLOWS YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007





2008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income/(loss) from continuing operations
            
            $
            ( 15,769
            )
            
            $
            1,296,143Net(loss)
      from discontinued operations
            
            
            ( 27,477
            )
            
            
            ( 35,322
            )Adjustments
      to reconcile net income/(loss) to Net cash used in operating
      activities:Realized
      gain from sales of securities  available for
sale
            
            
            85,459
            
            
            
            1,346,238Changes
      in operating assets and liabilities:(Increase)
      decrease in:Accounts
      receivable – related party
            
            
            ( 48,842
            )
            
            
            ( 60
            )Accounts
      receivable
            
            
            ( 27,461
            )
            
            
            0Value
      of marketable securities
            
            
            ( 3,997
            )
            
            
            (
      362,335
            )Increase
      (decrease) in:Accounts
      payable –management fees-related party
            
            
            (
      403,687
            )
            
            
            (
      384,830
            )Accrued
      liabilities
            
            
            ( 68,863
            )
            
            
            (
      728,122
            )NET
      CASH PROVIDED/(USED) FOR OPERATING ACTIVITIES
            
            
            (
      510,636
            )
            
            
            1,131,712CASH
      FLOWS FROM INVESTING ACTIVITIESLoans
      made evidenced by notes receivable
            
            
            0
            
            
            
            ( 98,843
            )Collection
      of notes receivable
            
            
            0
            
            
            
            202,793Decrease
      in non-current receivables
            
            
            0
            
            
            
            49,359Loan
      made/(paid) evidenced by notes receivable-related party
            
            
            98,860
            
            
            
            ( 42,607
            )Decrease
      in non-current receivables related party
            
            
            0
            
            
            
            45,000Proceeds
      from sale of securities available for sale
            
            
            0
            
            
            
            5,586NET
      CASH PROVIDED FROM INVESTING ACTIVITIES
            
            
            98,860
            
            
            
            161,288CASH
      FLOWS FROM FINANCING ACTIVITIESRepayment
      of long-term debt
            
            
            0
            
            
            
            (
      397,348
            )NET
      CASH (USED)/PROVIDED BY FINANCING ACTIVITIES
            
            
            0
            
            
            
            (
      397,348
            )INCREASE
      IN CASH
            
            
            (
      411,776
            )
            
            
            895,652CASH
      – BEGINNING OF YEAR
            
            
            941,906
            
            
            
            46,254CASH
      - END OF YEAR
            
            $
            530,130
            
            
            $
            941,906CASH
      PAID DURING THE PERIODS FOR:Interest
            
            $
            0
            
            
            $
            26,103





See
accompanying Notes to Consolidated Financial Statements





F-6
 Table of Contents





T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2008 AND
2007





1.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





Outlook
– As of March 31, 2008, the Company had no continuing
business  operations.  Any perceived value in the Company is
both speculative and  intangible in nature.  The Company is
operating as a public shell and its business operations consist of management
seeking merger and acquisition candidates with ongoing operations and the
collection of receivables from its discontinued operations.





Cash
totaled $530,130 at March 31, 2008.  The Company had nominal revenues
from  continuing operations for the year ended March 31,
2008.  The Company’s cash  will be used to fund
operations.





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





Ultimately,
the Company’s ability to continue as a going concern is
dependent  upon it’s ability to attract new sources of capital,
establish an acquisition or  reverse merger candidate with continuing
operations, attain a reasonable threshold of operating efficiencies, and achieve
profitable continuing operations.





The
Company is 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.





Current
Accounting Pronouncements– In December 2007, the FASB issued SFAS No.
141 (revised 2007), Business
Combinations (“SFAS No. 141R”), which revises current purchase accounting
guidance in SFAS No. 141, Business
Combinations.  SFAS No. 141R requires most assets acquired and
liabilities assumed in a business combination to be measured at their fair
values as of the date of acquisition.  SFAS No. 141R also modifies the
initial measurement and subsequent re-measurement of contingent consideration
and acquired contingencies, and requires that acquisition related costs be
recognized as expense as incurred rather than capitalized as part of the cost of
the acquisition. SFAS No. 141R is effective for fiscal years beginning after
December 15, 2008 (the  Company’s fiscal 2009) and is to be applied
prospectively to business combinations occurring after adoption.  The
impact of SFAS No. 141R on the Company’s consolidated financial statements will
depend on the nature and extent of the Company’s future acquisition
activities.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Liabilities”.  This Statement permits entities to
choose to measure many  financial instruments and certain other items
at fair value.  The objective is to improve  financial
reporting by providing entities with the opportunity to mitigate volatility
in   reported earnings caused by measuring related assets and
liabilities different without  having to apply complex hedge
accounting provisions.  The fair value option
established  by this Statement permits all entities to choose to
measure eligible items at fair value  at specified election
dates.  A business entity shall report unrealized gains and
losses  on items for which the fair value option has been elected in
earnings (or another performance indicator if the business entity does not
report earnings) at each subsequent reporting date.  This Statement is
effective as of the beginning of an entity’s first fiscal year  that
begins after November 15, 2007.  The Company does not believe that the
adoption of  SFAS 159 will have a material affect on our financial
statements.





In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which establishes  a standard definition for fair value, provides a
framework under generally accepted accounting principles for measuring fair
value, and expands disclosure requirements for fair
value  measurements.  FASB Staff Position (“FSP”) No. FAS
157-b, Effective Date of FASB
No 157, issued  in December 2007, delays the effective date of
SFAS No. 157 to annual reporting periods  beginning after November 15,
2008 for all non-financial assets and non-financial liabilities, except those
that are recognized or disclosed at fair market value in the financials
statements  on a recurring basis.  The remaining provisions
of SFAS No. 157 are effective for annual  reporting periods beginning
after November 15, 2007.  The adoption of SFAS No. 157
may  require increased disclosures in the Company’s consolidated
financial statements.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”.   This Statement
amends ARB 51 to establish accounting and reporting  standards for the
noncontrolling interest in a subsidiary and for the deconsolidation
of  a subsidiary.  It clarifies that a noncontrolling
interest in a subsidiary is an  ownership interest in the consolidated
entity that should be reported as equity in the  consolidated
financial statements. This Statement changes the way the
consolidated  income statement is presented. It requires consolidated
net income to be reported at amounts
that include the amounts attributable to both the parent and
the  noncontrolling interest. It also requires disclosure, on the face
of the  consolidated statement of income, of the amounts of
consolidated net income attributable  to the parent and to the
noncontrolling interest. The adoption of SFAS No. 160 may  require
increased disclosures in the Company’s consolidated financial
statements.





F-7
 Table of Contents




T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES  NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS MARCH 31, 2008 AND 2007




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





During
June 2004 the management of the Company decided to disengage itself from the
medical business management segment of its business.  This was the
only  significant operation of the Company.  Management
based its decision in part on the expected negative impact of California’s new
workers’ compensation  legislation on the medical providers that the
Company manages.  Therefore the  remaining medical business
management operations are reflected on the statement of  operations as
discontinued operations.





The
Company wound down its medical business management office in February 2005, the
date its medical office lease expired.  In February 2005 the Company
had  closed all its patients’ cases and final billed all the services
rendered by  the providers, and, for the patients that could not be
finalized, referred  them to other providers, but billed through the
date that the providers had  rendered services.  The Company
has engaged a consultant to follow up on  collections for all its
receivables that have been assigned to the medical  business
management entity.  The collection of these receivables is
significantly  complete.  The Company does not expect
significant collections nor incurring  significant costs on the
remaining provider receivables that it
manages.  The  valuation of the existing receivables as of
March 31, 2008, after taking  into consideration the expected future
collection costs, is zero.





There
were no long-lived assets related to the discontinued operation, nor
are  there expected to be gains or losses from the discontinuance of
the medical  business management segment.





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  accounting
principles generally accepted in the United States of America requires estimates
and assumptions that affect the reported amounts of assets
and  liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and revenues and expenses during the
period reported. Actual results could differ from those
estimates.  Estimates are used when accounting for stock-based
transactions, uncollectible accounts receivable,  asset depreciation
and amortization, and taxes, among others.





Cash –Not all cash is covered by the
FDIC.  Extra insurance has not been obtained.





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 no value.





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





Stock-Based
Compensation  -  There are no employee stock
options.





Basic
Income/Loss Per Share  - Basic income/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.





F-8
 Table of Contents





T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES  NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS MARCH 31, 2008 AND 2007





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
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 subsequent to the transfer
date.  The  summarized  unaudited financial
information of HPB at March 31, 2008
and  March  31,  2007  is  as  follows:





March 31,
      2008
            
            
            March 31,2007Financial
      Position:Current
      Assets
            
            $
            65,581
            
            
            $
            78,048Property
      and equipment
            
            
            0
            
            
            
            0Total
      assets
            
            $
            65,581
            
            
            $
            78,048Current
      liabilities(including   due to the Company of
      $71,554)
            
            $
            217,872
            
            
            $
            217,893Long-term
      obligations
            
            
            56,518
            
            
            
            89,084Stockholders'
      deficiency
            
            
            ( 208,809
            )
            
            
            ( 228,929
            )Total
      liabilities and stockholders' deficiency
            
            $
            65,581
            
            
            $
            78,048Results
      of Operations: Revenues
            
            $
            282,986
            
            
            $
            290,944Operating
      Expenses
            
            
            262,866
            
            
            
            297,274Net
      loss
            
            $
            20,120
            
            
            $
            ( 6,330
            )





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 its  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 $71,554
although  fully reserved by the Company.  During the year
ended March 31, 2008 and 2007 the Company received $12,093 and
$7,162,  respectively from HPB.





3.
            SECURITIES
      AVAILABLE FOR SALE





2008
            
            
            2007KSW,
      Inc.
            
            $
            162,118
            
            
            $
            243,580





Unrealized
gains and losses for marketable equity securities available for
sale  at March 31, 2008 and 2007 are as follows:





2008
            
            
            2007Current
            
            
            Non-Current
            
            
            Current
            
            
            Non-CurrentAggregate
      Cost
            
            $
            0
            
            
            $
            25,400
            
            
            $
            0
            
            
            $
            38,000Aggregate
      Market Value
            
            
            0
            
            
            
            162,117
            
            
            
            0
            
            
            
            243,580Net
      Unrealized Gains
            
            $
            0
            
            
            $
            136,717
            
            
            $
            0
            
            
            $
            205,580








F-9
 Table of Contents





T.H.
LEHMAN & CO., INCORPORATED AND SUBSIDIARIES  NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS MARCH 31, 2008 AND 2007





4.
            NON-CURRENT
      RECEIVABLES (DISCONTINUED
OPERATIONS)





2008
              
              
              2007Assigned
      medical billings net of allowances of which $0 of the unpaid balance are
      expected to be collected during the current fiscal year.
              
              $
              1,059,166
              
              
              $
              1,080,581Working
      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
              
              
              
              1,037,5302,096,696
              
              
              
              2,118,111Less
      Allowance for Uncollectible
              
              
              (2,096,696
              )
              
              
              (2,118,111
              )0
              
              
              
              0Less
      Current Portion
              
              
              0
              
              
              
              0$
              0
              
              
              $
              0


The
above receivable balances have been reduced to reflect estimated
cost  associated with their collections.





5.
            INCOME  TAXES





At March
31, 2008, for income tax reporting purposes, the Company has a consolidated net
operating loss carryforward of approximately $4,800,000 available to reduce
future taxable income, if any, expiring through 2024. 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 a history of losses, the estimate for future tax benefits has been
offset by an equal asset valuation allowance.





6.
            COMMITMENTS
      AND CONTINGENCIES





Leases -
The Company currently leases an office in Sherman Oaks, California on a
month-to-month basis for collection of receivables and file storage purposes.
The monthly rental is $695. The lease will end as of June 30, 2008.





Rent
expense for discontinued operations amounted to $10,705 and $10,746 for
the  years ended March 31, 2008 and 2007, respectively.





7.
            RELATED  PARTY  TRANSACTIONS





The
Company has its corporate headquarters in Houston, Texas, where it shares office
space and personnel with an entity for which a principal stockholder of the
Company serves as an unpaid consultant. The Company has entered into agreements
with this entity whereby that entity will provide various accounting,
administrative and managerial services for the Company and certain of its
subsidiaries for stipulated monthly fees. The agreements are for 12 months and
they automatically renew for an additional 12 month period if not terminated
within 60 days of the end of the current term. The Company incurred fees to this
entity under the agreements totaling $49,358 and $49,358 for the years ended
March 31, 2008 and 2007, respectively.





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





F-10
 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:  June
25, 2008


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