LEHMAN T H & CO INC
10QSB, 1999-11-12
CONSUMER CREDIT REPORTING, COLLECTION AGENCIES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 1999
                             Commission file number
                                     2-87738

                         T.H. LEHMAN & CO., INCORPORATED
                 (Name of small business issuer in its charter)

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

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

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

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

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

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

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes  X  No
                                                                       ---   ---

                                    4,742,720
       (Number of shares of common stock outstanding as of November 10, 1999)


<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
SEPTEMBER 30, 1999
(UNAUDITED)

INDEX

                                                                 Page
<S>                                                              <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements:

         Balance sheets at September 30, 1999
         and March 31, 1999                                       3-4

         Statements of operations and
         comprehensive income for the
         three months and six months
ended September 30, 1999                                   5

Statements of operations and
         comprehensive income for the
         three months and six months
ended September 30, 1998                                   6

         Statements of cash flows
         for the six months ended
         September 30, 1999 and 1998                              7-8

         Notes to consolidated
         financial statements                                    9-13

Item 2.  Management's Discussion and Analysis                   14-16


PART II. OTHER INFORMATION

Signatures                                                         17
</TABLE>

                                     Page 2
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND MARCH 31, 1999


ASSETS
                                                 September 30  March 31
                                                    1999        1999
                                                 (Unaudited)  (Audited)
                                                 -----------  ----------
<S>                                              <C>          <C>
CURRENT ASSETS

Cash                                             $    (3,048) $   20,677
Accounts receivable                                    8,278       8,278
Prepaid expenses and other current assets              1,512       2,015
Current portion of non-current receivables
(Note 4)                                             329,594     282,206
                                                 -----------  ----------

TOTAL CURRENT ASSETS                                 336,336     313,176

PROPERTY AND EQUIPMENT AT COST,
  less accumulated depreciation of $128,835 at
  September 30, 1999 and $119,958 at March 31, 1999
  (Note 5)                                            19,696      25,544

OTHER ASSETS
Securities available for sale (Note 3)                29,524      45,113
Investments in non-public companies, at cost             500         500
Non-current receivables (Note 4)                   1,132,277   1,091,910
Deposits                                                 514         514
                                                 -----------  ----------

TOTAL OTHER ASSETS                                 1,162,815   1,138,037
                                                 -----------  ----------
TOTAL ASSETS                                     $ 1,518,847  $1,476,757
                                                 ===========  ==========
</TABLE>


See accompanying Notes to Consolidated Financial Statements

                                     Page 3
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND MARCH 31, 1999


LIABILITIES AND STOCKHOLDERS' EQUITY

                                                 September 30  March 31
                                                    1999         1999
                                                 (Unaudited)   (Audited)
                                                 -----------  -----------
<S>                                              <C>          <C>
CURRENT LIABILITIES

Accounts payable                                 $  322,111   $  284,326
Accrued liabilities                                  49,310       49,033
Current portion of long-term debt (Note 6)          334,752      302,425
                                                 __________   __________

TOTAL CURRENT LIABILITIES                           706,173      635,784

LONG-TERM DEBT, less current portion
(Note 6)                                              1,720        6,749
                                                 -----------  -----------


          TOTAL LIABILITIES                         707,893      642,533

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' EQUITY (Note 7)
Common stock-par value $.01; authorized
  5,000,000 shares, issued 4,742,720 shares
  at September 30, 1999 and March 31, 1999           47,427       47,427
Additional paid-in capital                        7,764,014    7,764,014
Accumulated other comprehensive income               16,489       32,078
Accumulated deficit                              (6,968,538)  (6,960,857)
Treasury stock at cost - 25,000 shares              (48,438)     (48,438)
                                                 -----------  -----------

TOTAL STOCKHOLDERS' EQUITY                          810,954      834,224
                                                 -----------  -----------
                                                 $1,518,847   $1,476,757
                                                 ===========  ===========


See accompanying Notes to Consolidated Financial Statements
</TABLE>


                                     Page 4
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 1999

                                               Three months  Six months
                                                  ended        ended
                                               September 30  September 30
                                                    1999         1999
                                                 (Unaudited)  (Unaudited)
                                                 -----------  -----------
<S>                                              <C>          <C>
REVENUES
Management fees, net of allowances               $  164,701   $  329,722
Income from finance receivables                           0       15,440
Miscellaneous income                                      0          545
                                                -----------  -----------

TOTAL REVENUES                                      164,701      345,707

OPERATING EXPENSES
Selling, general and administrative                 144,327      338,667
Interest expense                                      7,422       14,721
                                                 -----------  -----------
TOTAL OPERATING EXPENSES                            151,749      353,388
                                                 -----------  -----------
INCOME (LOSS) BEFORE INCOME TAXES                    12,952       (7,681)

PROVISION FOR INCOME TAXES (Note 8)                       0            0
                                                 -----------  -----------
NET INCOME (LOSS)                                    12,952       (7,681)

OTHER COMPREHENSIVE INCOME:
Unrealized gain (loss) on securities                (17,860)     (15,590)
Less:  reclassification adjustment
  for gains included in net income                        0            0
                                                 -----------  -----------
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)             (17,860)     (15,590)
                                                 -----------  -----------
COMPREHENSIVE INCOME (LOSS)                      $   (4,908)  $  (23,271)
                                                 ===========  ===========

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                4,742,720    4,742,720
                                                 ===========  ===========

NET INCOME (LOSS) PER COMMON SHARE               $     0.00   $     0.00
                                                 ===========  ===========

See accompanying Notes to Consolidated Financial Statements
</TABLE>


                                     Page 5
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 1998

                                               Three months  Six months
                                                  ended        ended
                                                September 30  September 30
                                                    1998         1998
                                                 (Unaudited)  (Unaudited)
                                                 -----------  -----------
<S>                                              <C>          <C>
REVENUES
Management fees, net of allowances               $  162,638   $  343,773
Income from finance receivables                       5,666       13,340
Interest and dividends                                1,669        2,534
Realized gain from sales of securities for sale           0      409,670
                                                -----------  -----------

TOTAL REVENUES                                      169,973      769,317

OPERATING EXPENSES
Selling, general and administrative                 192,360      401,533
Interest expense                                      5,606       15,699
                                                 -----------  -----------
TOTAL OPERATING EXPENSES                            197,966      417,232
                                                 -----------  -----------
INCOME (LOSS) BEFORE INCOME TAXES                   (27,993)     352,085

PROVISION FOR INCOME TAXES (Note 8)                       0            0
                                                 -----------  -----------
NET INCOME (LOSS)                                   (27,993)      352,085

OTHER COMPREHENSIVE INCOME:
Unrealized gain (loss) on securities                (27,930)       57,835
Less:  reclassification adjustment
  for gains included in net income                        0      (409,670)
                                                 -----------  -----------
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)             (27,930)     (351,835)
                                                 -----------  -----------
COMPREHENSIVE INCOME (LOSS)                      $  (55,923)  $       250
                                                 ===========  ===========

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                4,742,720    4,742,720
                                                 ===========  ===========

NET INCOME (LOSS) PER COMMON SHARE               $    (0.01)   $     0.07
                                                 ===========  ===========

See accompanying Notes to Consolidated Financial Statements

                                     Page 6


<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998


                                                 September 30 September 30
                                                     1999         1998
                                                 (Unaudited)  (Unaudited)
                                                 -----------  -----------
<S>                                              <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                                $   (7,681)  $  352,085
Adjustments to reconcile net income (loss)
  to net cash used in operating activities:
Depreciation and amortization                         8,877      12,978
Realized gain from sales of securities
  available for sale                                      0    (409,670)
    Changes in operating assets and liabilities:
    (Increase) decrease in:
    Accounts receivable                                   0     (75,881)
    Prepaid expenses and other current assets           503       1,591
    Increase (decrease) in:
    Accounts payable                                 37,785       24,200
    Accrued liabilities                              14,087     (157,440)
    Estimated environmental liability                     0       (5,404)
                                                 -----------  -----------
NET CASH PROVIDED BY (REQUIRED BY)
  OPERATING ACTIVITIES                               53,571     (257,541)
                                                 -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES

  Loans made evidenced by notes receivable         (329,722)    (343,773)
  Collection of notes receivable                    241,968      399,412
  Deposits and certificates of deposit                    0        1,000
  Proceeds from sale
   of securities available for sale                       0      530,223
  (Purchase)disposal of property and equipment       (3,029)        (217)
                                                 -----------  -----------
NET CASH PROVIDED BY (REQUIRED BY)
  INVESTING ACTIVITIES                              (90,783)     586,645
                                                 -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds of loans payable - financial
     institution                                          0      (40,000)



See accompanying Notes to Consolidated Financial Statements
</TABLE>


                                     Page 7
<PAGE>
<TABLE>
<CAPTION>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED
SIX MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998


                                                 September 30 September 30
                                                     1999        1998
                                                 (Unaudited)  (Unaudited)
                                                 -----------  -----------
<S>                                              <C>          <C>
Proceeds of long-term debt                           18,000            0
Repayment of long-term debt                          (4,513)    (268,824)
                                                 -----------  -----------
NET CASH PROVIDED BY (REQUIRED BY)
  FINANCING ACTIVITIES                               13,487     (308,824)
                                                 -----------  -----------

INCREASE (DECREASE)IN CASH                          (23,725)      20,280

CASH - BEGINNING                                     20,677       24,123
                                                 -----------  -----------

CASH - END                                       $   (3,048)   $  44,403
                                                 ===========  ===========

CASH PAID DURING THE PERIODS FOR:

  Interest                                       $      804   $   74,240
                                                 ===========  ===========
  Income Taxes                                   $        0   $        0
                                                 ===========  ===========

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:


See accompanying Notes to Consolidated Financial Statements
</TABLE>


                                     Page 8
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant  accounting policies of the Company set forth in Note
1, Notes to  Consolidated  Financial  Statements in the  Company's  Form 10- KSB
(File No.  2-87738)  for the fiscal year ended March 31, 1999,  is  incorporated
herein by reference.


2.     ACQUISITIONS AND DISPOSITIONS

The summary of acquisitions and dispositions of the Company set forth in Note 2,
Notes to  Consolidated  Financial  Statements in the Company's Form 10-KSB (File
No. 2-87738) for the fiscal year ended March 31, 1999, is incorporated herein by
reference.

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.

Effective October 1, 1996, the investment in HPB including  advances to HPB will
be accounted for under the equity method. The summarized  financial  information
of HPB at September 30, 1999 is as follows:

<TABLE>
<CAPTION>
                                              September 30,1999
                                              ------------
<S>                                           <C>
Financial Position:
Current assets                                $    52,846
Property and equipment                              4,451
Other assets                                          744
                                              ------------
Total assets                                  $    58,041
                                              ============
Current liabilities(including
  due to the Company of $262,567)             $   336,340
Long-term obligations (a)                         122,700
Stockholders' deficiency                         (400,999)
                                              ------------
Total liabilities and stockholders'
  deficiency                                  $    58,041
                                              ============
</TABLE>


                                     Page 9
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
                                               Six Months
                                                 Ended
                                            September 30, 1999
                                              -------------
<S>                                           <C>
Results of Operations:
Revenues                                      $    122,551
Operating Expenses                                 126,181
                                              -------------
Net loss                                      $    ( 3,630)
                                              =============
</TABLE>

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


3.     SECURITIES AVAILABLE FOR SALE

<TABLE>
<CAPTION>
                                              September 30 March 31
                                                 1999       1999
                                              ----------  --------
<S>                                           <C>         <C>
KTI, Inc.                                       $ 20,275  $ 34,708
Other equity investments in public entities        9,249    10,405
                                              ----------  --------
                                                $ 29,524  $ 45,113
                                              ==========  ========
</TABLE>


Unrealized  gains and losses for marketable  equity  securities at September 30,
1999 and March 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                September 30, 1999     March 31, 1999
                              ---------------------  -------------------
                               Current  Non-Current  Current  Non-Current
                              --------  -----------  -------  -----------
<S>                           <C>       <C>          <C>      <C>
Aggregate Cost                $      0  $    13,035   $    0  $    13,035

Aggregate Market Value        $      0  $    29,524   $    0  $    45,113

Gross Unrealized Gains        $      0  $    16,489   $    0  $    32,078

Gross Unrealized Losses       $      0  $         0   $    0  $         0
</TABLE>


                                    Page 10
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999


4. NON-CURRENT RECEIVABLES

     Non-current  receivables at September 30, 1999 and March 31, 1999 consisted
of the following:

<TABLE>
<CAPTION>
                                                       September 30   March 31
                                                           1999         1999
                                                       -----------  -----------
<S>                                                    <C>          <C>
Assigned medical billings net of allowances of
which $329,594 of the unpaid is expected to be
collected during the current fiscal year.              $1,442,117   $1,354,362

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 is expected to be collected
during the current fiscal year.                           852,379      852,379
                                                       -----------  -----------
                                                        2,294,496    2,206,741
          Less Allowance for Uncollectible               (832,625)    (832,625)
                                                       -----------  -----------
                                                        1,461,871    1,374,116
          Less Current Portion                           (329,594)    (282,206)
                                                       -----------  -----------
                                                       $1,132,277   $1,091,910
                                                       ===========  ===========
</TABLE>


5. PROPERTY AND EQUIPMENT

Property and equipment at September 30, 1999 and March 31, 1999 consisted of the
following:

<TABLE>
<CAPTION>
                                            September 30, March 31,
                                   life        1999         1999
                                ----------  -----------  -----------
<S>                             <C>         <C>          <C>
Machinery and Equipment         5-10 Years  $    6,730   $    3,701
Leasehold Improvements          5-10 Years         500          500
Furniture and Fixtures          5-10 Years     141,301      141,301
                                            -----------  -----------
                                               148,531      145,502
  Less Accumulated Depreciation               (128,835)    (119,958)
                                            -----------  -----------
                                            $   19,696   $   25,544
                                            ===========  ===========
</TABLE>


                                    Page 11
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999


6. LONG-TERM DEBT

Long-term  debt including  accrued  interest at September 30, 1999 and March 31,
1999 consisted of the following:

<TABLE>
<CAPTION>
                                                       September 30  March 31
                                                           1999        1999
                                                       -----------  ----------
<S>                                                    <C>          <C>
Non-related Parties (all unsecured):

Equipment purchase contract with a monthly payment
of $886 and an effective interest rate of 11% payable
through November, 2000.                                    11,529      16,043

Advances from an available line of credit of
$300,000.  The loan bears interest at an annual
rate of 10%.  All principal and interest is due
and payable on or before October 1, 1999.                 160,714     153,461

Note payable of $87,500 principal plus accrued
Interest at 10%, on October 1, 1999.                       96,226      91,839

Note payable of $30,000 principal plus accrued
Interest at 10%, on October 1, 1999.                       31,295      30,092

Note payable of $10,500 principal plus accrued
Interest at 10%, on October 1, 1999.                       11,547      11,021

Note payable of $3,200 principal plus accrued
Interest at 10%, on October 1, 1999.                        3,519       3,359

Note payable of $3,200 principal plus accrued
Interest at 10%, on October 1, 1999.                        3,519       3,359

Note payable of $18,000 principal plus accrued
Interest at 10%, on March 1, 2000.                         18,123           0
                                                       -----------  ----------
                                                          336,472     309,174
               Less Current Portion                      (334,752)   (302,425)
                                                       -----------  ----------
                                                       $    1,720   $   6,749
                                                       ===========  ==========
</TABLE>

The amounts of long-term  debt maturing in each of the years ending March 31 are
as follows: 2000 - $334,752; 2001 - $1,719.


                                    Page 12
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999


7. STOCKHOLDERS' EQUITY

The discussion  regarding  stockholders' equity of the Company set forth in Note
8, Notes to Consolidated Financial Statements in the Company's Form 10-KSB (File
No. 2-87738) for the fiscal year ended March 31, 1999, is incorporated herein by
reference.

8. INCOME TAXES

The discussion  regarding income taxes of the Company set forth in Note 9, Notes
to  Consolidated  Financial  Statements in the  Company's  Form 10-KSB (File No.
2-87738) for the fiscal year ended March 31,  1999,  is  incorporated  herein by
reference.

9. COMMITMENTS AND CONTINGENCIES

The discussion of commitments and contingencies of the Company set forth in Note
10, Notes to  Consolidated  Financial  Statements in the Company's  Form 10- KSB
(File No.  2-87738)  for the fiscal year ended March 31, 1999,  is  incorporated
herein by reference.


10. RELATED PARTY TRANSACTIONS

The  discussion of related party  transactions  of the Company set forth in Note
11, Notes to  Consolidated  Financial  Statements in the  Company's  Form 10-KSB
(File No.  2-87738)  for the fiscal year ended March 31, 1999,  is  incorporated
herein by reference.


11. ALLOWANCE FOR ENVIRONMENTAL LIABILITY

The discussion of environmental liabilities of the Company set forth in Note 12,
Notes to  Consolidated  Financial  Statements in the Company's Form 10-KSB (File
No. 2-87738) for the fiscal year ended March 31, 1999, is incorporated herein by
reference.


                                    Page 13
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SEPTEMBER 30, 1999


Statements of Operations:

Three Months Ended  September 30, 1999 Compared to Three Months Ended  September
30, 1998

Revenues  totaled  $164,701 during the three months ended September 30, 1999, 3%
lower than the $169,973 in revenues from the same quarter in the previous  year.
Income from finance  receivables  decreased  from $5,666 during the three months
ended  September 30, 1998 to $0 for the current  quarter.  In the quarter ending
June 30, 1996 the Company recouped its cost basis in these acquired  receivables
and began recognizing income on the collection of these receivables. Since these
receivables are dated, the company does not expect a large return, therefore the
income from finance receivables will probably remain low.

General  and  administrative  expenses  decreased  by $48,033 to $144,327 in the
current year's first fiscal quarter.

Medfin  Management  Corp.  contributed  $164,702 in revenues  during the current
quarter and $134,216 in  non-intercompany  expenses during that same time frame.
During the quarter ended September 30, 1998, Medfin's revenues were $162,638 and
its non-intercompany expenses totaled $165,941.


Liquidity, Capital Resources and Income Taxes:

At September 30, 1999 cash  amounted to ($3,048),  a 115% decrease from the cash
balance of $20,677 at March 31, 1999. This cash was 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 collection of medical  accounts
receivable, as well as loans from financial institutions.

The Company  anticipates that internally  generated cash and its lines of credit
will be sufficient to finance overall operations.



                                    Page 14
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SEPTEMBER 30, 1999


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,  1999,  the  Company  had an  operating  tax loss carry  forward of
approximately $5,235,000.

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.

Year 2000 Issue

Many existing  computer  systems and programs,  process  transactions  using two
digits  rather  than  four  digits  for the year of a  transaction.  Unless  the
hardware and/or the software have been or will be modified, a significant number
of those computer  systems and programs may process a transaction with a date of
the year 2000 as the year "00",  which  could cause the system or the program to
fail or create erroneous  results before, on or after January 1, 2000 (the "Year
2000  issue").  The Company has  recently  explored  the effect of the Year 2000
issue  in  connection  with its  management  information  systems,  computerized
accounting system, and all of the Company's personal computers.

The Company purchased a medical practice management system (including  software,
hardware  needed to utilize the system,  licensing,  training  and  support) for
approximately  $30,000 in 1996.  This system is  specifically  designed  for the
management of medical  practices,  which accounts for  approximately  75% of the
Company's  revenue.  The version of the system the Company owns is not Year 2000
compliant.  However  the vendor of this  system has an updated  version  that is
fully Year 2000  compliant  available,  which can convert the existing data. The
cost of the  upgrade is $13,000  including  new  hardware  needed to utilize the
system.  The  Company  plans to  purchase  and install the upgrade no later than
October 1999.

The Company's  financial  statements are produced by the  management  company of
T.H.  Lehman & Co.,  Inc.  which uses a licensed  financial  and general  ledger
software program which is currently Year 2000 compliant.

                                    Page 15
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SEPTEMBER 30, 1999


The Company utilizes  personal  computers that utilizes  Microsoft Windows 95 or
higher.  The Company  believes  that the Windows  operating  system is Year 2000
compliant.

The Company is in process of  contacting  all of the entities with which it does
business  and all third  party  payors to verify that they are in the process of
preparing for the Year 2000 issue. The Company believes that all of the entities
with which it does business will become Year 2000 compliant.  In the case of the
third party payors  (Insurance  companies) not becoming Year 2000 compliant in a
timely manner there would be an adverse impact of the Company's cash flow.


                                    Page 16
<PAGE>
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SEPTEMBER 30, 1999



T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES


/s/ Elliot Gerstenhaber                          DATE:  November 11, 1999
- -----------------------
Secretary/Treasurer and
Principal Financial Officer


                                    Page 17
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1

<S>                                     <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       MAR-31-1999
<PERIOD-START>                          JUL-01-1999
<PERIOD-END>                            SEP-30-1999
<CASH>                                       (3048)
<SECURITIES>                                 29524
<RECEIVABLES>                              2294496
<ALLOWANCES>                               (832625)
<INVENTORY>                                      0
<CURRENT-ASSETS>                            336336
<PP&E>                                      148531
<DEPRECIATION>                             (128835)
<TOTAL-ASSETS>                             1518847
<CURRENT-LIABILITIES>                       706173
<BONDS>                                          0
<COMMON>                                     47427
                            0
                                      0
<OTHER-SE>                                  763527
<TOTAL-LIABILITY-AND-EQUITY>               1518847
<SALES>                                          0
<TOTAL-REVENUES>                            345707
<CGS>                                            0
<TOTAL-COSTS>                               353388
<OTHER-EXPENSES>                                 0
<LOSS-PROVISION>                                 0
<INTEREST-EXPENSE>                           14721
<INCOME-PRETAX>                              (7681)
<INCOME-TAX>                                     0
<INCOME-CONTINUING>                          (7681)
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                                 (7681)
<EPS-BASIC>                                    0
<EPS-DILUTED>                                    0


</TABLE>


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