INFORMEDICS INC
10KSB, 1996-01-29
COMPUTER INTEGRATED SYSTEMS DESIGN
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                                        SECURITIES AND EXCHANGE COMMISSION
                                                   WASHINGTON, DC   20549

                                               FORM 10-KSB

[ x ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                               For the fiscal year ended: October 31, 1995


                                                    OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from            to

Commission file number:                 No. 2-86360

                                            INFORMEDICS, INC.
                              (Name of small business issuer in its charter)

         Oregon                                93-0750571
(State of incorporation)         (I.R.S. Employer Identification No.)

                                 4000 Kruse Way Place, Bldg 3, Suite 210,
                                 Lake Oswego, OR  97035
                                 (Address of principal executive offices)

                                Issuer's telephone number: (503) 697-3000

         Securities registered pursuant to Section 12(b) of the Act: 
                   None

         Securities registered pursuant to Section 12(g) of the Act:
                   Common Stock, $.01 Par Value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes X
No

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

State the issuer's revenues for its most recent fiscal year:  $5,151,547

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock, as of December 29, 1995:  $3,520,634,  based
on the average bid and asked prices.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date:  2,643,622 shares of $0.01 par value
common stock at December 29, 1995.



                                   DOCUMENTS INCORPORATED BY REFERENCE

Parts of the  issuer's  Annual  Report to  Shareholders  for the year ended
October 31, 1995 are incorporated by reference into Parts I, II and III of this
Report.  Parts of the issuer's  definitive  Proxy  Statement for the 1996 annual
meeting  of  shareholders  to be held on  March  15,  1996 are  incorporated  by
reference into Part III of this Report.


Transitional Small Business Disclosure Format   (Check One):
     Yes           No  X

<PAGE>

                                                  TABLE OF CONTENTS



Part I

(Portions of Item 1 and Item 2 are  incorporated  herein by  reference  from the
Company's 1995 Annual Report to Shareholders)

Item 1     Business ..............................................3
Item 2.    Properties ............................................6
Item 3.    Legal Proceedings .....................................6
Item 4.    Submission of Matters to a Vote of Security Holders ...6


Part II

(Item 5, Item 6 and Item 7 are incorporated herein by reference from
the Company's 1995 Annual Report to Shareholders)

Item 8.     Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure ..................7


Part III

Items 9, 10 and 11 are  incorporated  herein  by  reference  from the  Company's
definitive Proxy Statement for its 1996 annual meeting of shareholders.)

Item 12.     Certain Relationships and Related Transactions.......8


Part IV

Item 13.     Exhibits and Reports on Form 8-K ....................9

Signatures.......................................................11










Informedics, ClinicManager, LifeLine and StarPath are trademarks of
Informedics, Inc.

<PAGE>


                                                       PART I

Parts of Items 1 and 2 are  incorporated  herein by reference from the Company's
1995 Annual Report to Shareholders,  as indicated below. Except for the portions
of the  Annual  Report  to  Shareholders  that are  incorporated  into this Form
10-KSB, the Annual Report is not to be deemed filed as part of this Form 10-KSB.

ITEM 1 - BUSINESS

GENERAL

Informedics, Inc., formerly Western Star, Inc. (the "Company"), was organized
 under the laws of the State of Oregon on December 21, 1979.

The  Company  develops  and  markets a line of  computer  software  applications
designed  for use in the health  care  field.  The  computer  systems  typically
consist of computers,  peripheral  hardware  (such as disk drives and printers),
local area network (LAN)  hardware and software,  and the Company's  proprietary
software applications.

From 1986 until 1989, the Company  focused all of its  development and marketing
efforts  on a line  of  proprietary  blood  bank  data  management  systems.  In
September  1989,  the Company  purchased  a line of  pathology  data  management
systems.  The blood bank and pathology data management systems are compatible in
a number of ways.  Both  systems are  marketable  through the same  distribution
channels  to  health  care  providers,  both are  written  in the same  computer
programming language, and both operate on the same type of computer systems.

In October 1993, the Company  purchased a physician  practice  management system
and a laboratory  test request and  reporting  system.  The  physician  practice
management system is currently marketed in the Pacific Northwest. The laboratory
test request and reporting system is licensed exclusively to Corning Clinical
Laboratories, Inc., a major independent reference laboratory company.

In the fourth quarter of 1995, the Company  completed the  development and pilot
phase of the  application  software for the Oregon  Medical  Electronic  Network
(OMEN)  project,  which is being offered only by the Oregon Medical  Association
(OMA). The OMEN project is being marketed by the OMA for participation by Oregon
physicians,  laboratories,  pharmacies, insurance carriers and other health care
providers within the State of Oregon.

In addition to the sales of the Company's  numerous  product lines,  the Company
performs  ongoing  support  and  maintenance  and  programming  service  for its
customers.  After the  initial  installation  of a system and  related  customer
training,  the Company  provides  software  support,  furnishes  customers  with
upgrades of software and  hardware and  maintains  hardware  for  customers  who
purchase such services.

The computer hardware marketed by the Company are IBM-compatible  micro-computer
products,  running on either  Windows,  MS-DOS or UNIX  operating  systems.  The
Company has been a dealer for  numerous  hardware  manufacturers  and  presently
focuses  its  hardware  marketing  efforts on products  manufactured  by Compaq,
Novell,  Inc.,  Precision  Computer  Systems,  Inc.,  Hewlett  Packard and Epson
Pacific.

DESCRIPTION OF THE COMPANY'S PRODUCTS

The  Company's  application  software  for  OMEN  is  designed  to  improve  the
operational efficiency of physician offices by providing the electronic means to
determine the patient's health plan eligibility and coverage,  to seek treatment
authorizations  from primary care  physicians and health plans and to generate a
referral for services between the primary care and specialist physicians.

The Company's physician practice  management system,  called  ClinicManager,  is
designed to support  physician office  functions,  increase staff efficiency and
provide detailed  clinical  information.  ClinicManager  can meet the needs of a
wide range of clinics,  from a sole  practitioner  with one  office,  to a large
multi-specialty  clinic with several physician offices. The system provides full
functionality  in  accounts  receivable,   billing  and  insurance   processing,
electronic billing,  insurance  reimbursement and analysis,  patient scheduling,
resource management and accounts payable.

The blood bank data management systems,  called LifeLine, are modular, yet fully
integrated,  software systems which have been designed for the modern blood bank
and hospital transfusion service to monitor donor records,  unit inventory,  and
patient test and transfusion  history.  There are three primary  applications of
the LifeLine system.  The first application  supports the needs of the community
blood bank whose activities include drawing and managing blood donors as well as
testing,  processing and  distributing  blood products.  The second  application
meets the needs of a hospital  transfusion  service  which does not,  as a rule,
draw blood from donors. The third application  provides the features required by
a hospital  which draws blood from donors,  manages blood product  inventory and
maintains related patient test and transfusion information.

The pathology data management systems,  called StarPath,  are modular, yet fully
integrated,  software  systems that are  designed to fully  automate a pathology
department.  Each application  allows the pathology group to have direct control
over the content and  arrangement of work lists,  labels and reports.  There are
two primary applications of the StarPath system. The first application automates
the record keeping functions of a pathology  department in the areas of surgical
pathology,  cytology and  autopsies.  The second  application  is similar to the
first application except that it also includes the area of histology.

The laboratory test request and reporting  system,  developed by the Company for
Corning  Clinical  Laboratories,  Inc., is designed to automate the ordering and
reporting  of lab  tests  from a  physician's  office  or  medical  clinic to an
independent  reference  laboratory.  The system  provides  improved  accuracy of
patient  demographics,  insurance  information  and lab test requests,  improved
efficiency and speed in ordering lab tests,  and more timely receipt of lab test
results.

DISTRIBUTION OF PRODUCTS

The  Company's  revenue in fiscal 1995  included  sales from all product  lines:
OMEN, ClinicManager,  LifeLine,  StarPath and the Lab Test Request System. Sales
in fiscal 1995 included both direct sales to physician offices, medical clinics,
hospitals,  medical  laboratories  and blood  bank donor  centers,  and sales of
software to companies which agree to act as resellers of the Company's  systems.
The Company considers its operations to be in a single industry segment.

In fiscal 1995, the Company  recognized  revenue from two major customers,  HBO
and Company and Corning Clinical Laboratories,  Inc. representing 20% and 10% of
the  Company's  revenue,  respectively.  While  the  loss of  either  of  these
customers  might  initially  have a  material  adverse  impact on the  Company's
operating  results,  management  believes  that the effect of such loss would be
short term, as the Company would  concentrate  its marketing  resources on other
resellers and on direct sales.

COMPETITION

The  competition  for the  ClinicManager  system are companies that have similar
software  packages that run on mini- and  micro-computers.  Currently  there are
more companies  offering  products that compete with the  ClinicManager  product
than with any of the Company's other products.

The competition for LifeLine systems includes companies that market a blood bank
system as part of a complete  laboratory  information  system and companies that
offer a blood bank system as a stand-alone module.

The  competition  for the  StarPath  system  includes  companies  that  market a
pathology  system  as part  of a  complete  laboratory  information  system  and
companies that offer pathology as a stand-alone module.

One of the ways the  Company  has tried to  minimize  the  impact  of  competing
products in the  marketplace is by licensing the Company's  software  systems to
providers of hospital  laboratory  information  systems to enable them to market
the  Company's  systems,  instead  of  developing  their own blood  bank  and/or
pathology systems.  The Company has agreements with qualified  resellers who use
the Company's  systems to supplement their existing lines of medical  laboratory
software.  Total revenue recognized from these agreements was $1,144,131 in 1995
and $1,193,024 in 1994.

The Company  believes its products  have a competitive  edge in the  marketplace
based on price, product sophistication, design, flexibility, and reliability. In
addition,  with respect to the LifeLine system,  the governmental  regulation of
blood bank computerized  systems places a significant  barrier to entry for this
product.

BACKLOG

At October 31,  1995 and 1994,  the backlog of system  orders was  $347,878  and
$283,180,  respectively.  These amounts  represent the unrecognized  revenue for
customer  work in  progress,  and  undelivered  hardware and software as of such
dates.

Unexpired  maintenance  service  contracts  at  October  31,  1995 and 1994 were
$980,591 and $1,039,325, respectively.

PROTECTION OF PROPRIETARY SOFTWARE

Under  existing law, most computer  software  cannot be patented,  and copyright
laws provide only limited protection.  To protect its proprietary products,  the
Company  relies upon  copyright  and trade secret laws,  internal  nondisclosure
safeguards,  and restrictions on disclosure and transferability  incorporated in
its software license agreements.  However, as with all software,  it is possible
for users and competitors to wrongfully copy the Company's products. The Company
believes that, because of the rapid pace of technological change in the computer
industry,  patent,  copyright and  contractual  protection is of less  practical
significance  than other  factors,  such as the knowledge and  experience of the
Company's  management  and  personnel  and their  ability to  acquire,  develop,
enhance and market new products.

REGULATORY COMPLIANCE

In 1994,  the Food and Drug  Administration  ("FDA")  notified all developers of
blood bank software that such software is considered to be a medical device. The
FDA required each  developer to register as a medical  device  manufacturer  and
submit, by March 31, 1995, a pre-market notification (510K) report for its blood
bank  software.  The FDA  subsequently  extended  the  deadline  for  filing the
pre-market  notification  report to March 31, 1996. In fourth  quarter 1995, the
Company prepared and filed the required  pre-market  notification  (510K) report
with the FDA. At the time of the 1994 notice, the Company was already registered
as a medical device manufacturer.

In 1995,  the FDA  notified  the  Company  that prior  distributions  of certain
LifeLine software updates "meets the formal definition of a recall." The Company
expects to bring  closure to the recall in early 1996,  as it recently  released
LifeLine version 4.2, which addressed all outstanding  issues.  In 1995, the FDA
conducted  a  routine  inspection  of the  Company's  software  development  and
distribution  processes.  The  Company  has  responded  to  all  of  the  issues
identified  in the  inspection.  The FDA has not yet concluded its review of the
Company's  responses.  The  Company  believes  that  none of the  issues  raised
concerns health or safety but rather are focused on manufacturing  processes and
documentation.

SOFTWARE DEVELOPMENT COSTS

The Company  capitalized  certain  software  development  costs incurred  during
fiscal  1995 and 1994 in  accordance  with  Statement  of  Financial  Accounting
Standards  (SFAS) No. 86  "Accounting  for the Costs of Computer  Software to be
Sold,  Leased or  Otherwise  Marketed"  (see Note 1 to the  Company's  financial
statements,  which are incorporated  herein by reference from the Company's 1995
Annual Report,  Page 11). The Company is presently enhancing all of its software
product lines and, in accordance with SFAS No. 86, is capitalizing certain costs
associated with new releases. The Company incurred software development costs of
$1,377,906  in 1995 and $701,992 in 1994,  of which  $365,016 and $306,106  were
capitalized for 1995 and 1994, respectively.

EXPORT SALES

The  Company's  export sales for fiscal 1995 and 1994 were $93,814 and $216,445,
respectively.

EMPLOYEES

At December 29, 1995, the Company had 67 full-time employees.


ITEM 2 - PROPERTIES

The Company does not own any real property. The Company presently leases office,
production  and  warehouse  space  in  Lake  Oswego,   Oregon.   For  additional
information  about the Company's  leases,  see the 1995 Annual Report,  page 12,
"Lease Commitments," which is incorporated herein by reference.


ITEM 3 - LEGAL PROCEEDINGS

None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


<PAGE>


                                                       PART II

Except for Item 8, the information required by Part II is incorporated herein by
reference  from the Company's 1995 Annual Report to  Shareholders,  as indicated
below.


ITEM 5 - MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS

1995 Annual Report, page 4, "Common Stock and Related Shareholder Information."


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

1995 Annual Report, pages  17 and 18, "Management's Discussion and Analysis
     of Financial Condition and Results of Operations."


ITEM 7 - FINANCIAL STATEMENTS

Financial Statements

1995 Annual Report, page 5, "Statements of Operations."

1995 Annual Report, pages 6 and 7, "Balance Sheets."

1995 Annual Report, page 8, "Statements of Cash Flows."

1995 Annual Report, page 9, "Statements of Cash Flows -
Supplemental Information."

1995 Annual Report, page 10, "Statements of Stockholders' Equity."

1995 Annual Report, pages 11 through 15, "Notes to Financial Statements."

1995 Annual Report, page 16, "Independent Auditors' Report."


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

None.
















<PAGE>




                                                     PART III


Information called for by Items 9, 10 and 11 is incorporated herein by reference
from the indicated sections of the Company's  definitive Proxy Statement for its
1996 annual meeting of shareholders.



                                                         The Company's
                                                        Proxy Statement
                                                         (Caption of
                                                     Applicable Section)
                                                     -------------------


ITEM  9 -DIRECTORS AND EXECUTIVE                "Election of Directors";
         OFFICERS, PROMOTERS AND CONTROL       "Executive Officers" and
         PERSONS; COMPLIANCE WITH SECTION       "Compliance With Section
         16(a) OF THE EXCHANGE ACT               16(a) of the Securities
                                                   Exchange Act"



ITEM 10 -EXECUTIVE COMPENSATION                 "Executive Compensation"

ITEM 11 -SECURITY OWNERSHIP OF CERTAIN          "Principal Shareholders"
         BENEFICIAL OWNERS AND MANAGEMENT

ITEM 12 -CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


<PAGE>


                                                       PART IV

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

EXHIBIT           DESCRIPTION
3(a)              Restated Articles of Incorporation, as amended (1)

3(b)              Restated Bylaws, as amended (7)

4                 Form of Indemnification Agreement--
                  Directorship and Officership Agreement (2)

10(a)*            Restated 1983 Employees' Stock Option Plan (3)

10(b)*            Restated 1988 Employees' Stock Option Plan, as amended (4)

10(c)             Lease with Beim & James Properties, as amended (5)

10(d)*            Incentive Compensation Plan (5)

10(e)             Amendments to Lease with Kruse Way Holdings, Inc. (formerly
                  Beim & James Properties) (8)

11                Computation of Earnings Per Share

13                Portions of 1995 Annual Report to Shareholders, which are
                  incorporated by reference in this Form 10-KSB

20                Definitive Proxy Statement for 1996 Annual Shareholder
                  Meeting (6)

23                Independent Auditors' Consent

27                Financial Data Schedule

*  Management contract or compensatory plan or arrangement.

(1)  Incorporated herein by reference from the Company's annual report on Form
     10-K for the year ended October 31, 1993.

(2)  Incorporated herein by  reference  from the  Company's  definitive  proxy
     material  filed with the  Securities  and Exchange  Commission on April 28,
     1988.

(3)  Restated  1983  Employees'  stock  option  plan is  incorporated  herein by
     reference  from the  Company's  quarterly  report Form 10-Q for the quarter
     ended  April 30,  1988.  Amendment  to the Plan is  incorporated  herein by
     reference from the  registration  statement,  Form S-8 (Reg. No.  33-46474)
     filed with the Securities and Exchange Commission on March 19, 1992.

(4)  Incorporated  herein  by  reference  from the  Company's  definitive  proxy
     material filed with the  Securities and Exchange  Commission on February 8,
     1992.

(5)  Incorporated  herein by reference from the Company's  annual report on Form
     10-K for the year ended October 31, 1990.

(6)  To be filed with the  Securities  and Exchange  Commission  within 120 days
     after the end of the fiscal year covered by this Annual Report.

(7)  Incorporated  herein by reference  from the Company's  quarterly  report on
     Form 10-Q for the quarter ended April 30, 1993.

(8)  Incorporated  herein by reference from the Company's  annual report on Form
     10-KSB for the year ended October 31, 1994.


Upon written  request to the Chief  Financial  Officer,  Informedics,  Inc.,
4000 Kruse Way Place,  Bldg 3, Suite 210 Lake Oswego, Oregon 97035, the Company
will furnish shareholders  with a copy of any Exhibit  upon  payment of $.20 
per page, which represents the Company's reasonable expenses in furnishing the
Exhibit requested.

(b)  Reports  on Form 8-K - During the  quarter  ended  October  31,  1995,  the
     Company filed no reports on Form 8-K.

                                ********************************************


<PAGE>



                                                       SIGNATURES


Pursuant to the  requirements of section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                               INFORMEDICS, INC.


Date:  January 25, 1996            By: /s/ John Tortorici
      ---------------------        ----------------------------
                                    John Tortorici, President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.



Date:  January 25, 1996     By: /s/ John Tortorici
      ---------------------    --------------------------
                               John Tortorici, President,
                               Principal Executive Officer,
                               and Director


Date:   January 25, 1996    By: /s/ Dale E. Connor
       --------------------      --------------------------
                               Dale E. Conner, Vice President
                               & Chief Financial Officer

Date:   January 26, 1996    By: /s/ Richard D. Glaser
       ---------------------    ---------------------------
                               Richard D. Glaser, Ph.D., Director


Date:   January 25, 1996    By: /s/ Charles V. Dexter
       ---------------------    ---------------------------
                               Charles V. Dexter, Senior Vice
                               President, & Director



Date:   January 26, 1996    By: /s/ Ronald G. Witcosky
       --------------------     ---------------------------
                               Ronald G. Witcosky, Director


<PAGE>

                                                   EXHIBIT INDEX

Exhibit                                                                   Page

3(a)              Restated Articles of Incorporation, as amended (1)

3(b)              Restated Bylaws, as amended (7)

4                 Form of Indemnification Agreement--
                  Directorship and Officership Agreement (2)

10(a)*            Restated 1983 Employees' Stock Option Plan (3)

10(b)*            Restated 1988 Employees' Stock Option Plan, as amended (4)

10(c)             Lease with Beim & James Properties, as amended (5)

10(d)*            Incentive Compensation Plan (5)

10(e)             Amendments to Lease with Kruse Way Holdings, Inc. (formerly
                  Beim & James Properties) (8)

11                Computation of Earnings Per Share           

13                Portions of 1995 Annual Report to Shareholders, which are
                  incorporated by reference in this Form 10-KSB        

20                Definitive Proxy Statement for 1996 Annual Shareholder
                  Meeting (6)

23                Independent Auditors' Consent                             

27                Financial Data Schedule

* Management contract or compensatory plan or arrangement.

(1)  Incorporated  herein by reference from the Company's  annual report on Form
     10-K for the year ended October 31, 1993.

(2)  Incorporated  herein  by  reference  from the  Company's  definitive  proxy
     material  filed with the  Securities  and Exchange  Commission on April 28,
     1988.

(3)  Restated  1983  Employees'  stock  option  plan is  incorporated  herein by
     reference  from the  Company's  quarterly  report Form 10-Q for the quarter
     ended  April 30,  1988.  Amendment  to the Plan is  incorporated  herein by
     reference from the  registration  statement,  Form S-8 (Reg. No.  33-46474)
     filed with the Securities and Exchange Commission on March 19, 1992.

(4)  Incorporated  herein  by  reference  from the  Company's  definitive  proxy
     material filed with the  Securities and Exchange  Commission on February 8,
     1992.

(5)  Incorporated  herein by reference from the Company's  annual report on Form
     10-K for the year ended October 31, 1990.

(6)  To be filed with the  Securities  and Exchange  Commission  within 120 days
     after the end of the fiscal year covered by this Annual Report.

(7)  Incorporated  herein by reference  from the Company's  quarterly  report on
     Form 10-Q for the quarter ended April 30, 1993.

(8)  Incorporated  herein by reference from the Company's  annual report on Form
     10-KSB for the year ended October 31, 1994.








                                                  INFORMEDICS, INC.

                                                     EXHIBIT 11
<TABLE>
<CAPTION>


                           SCHEDULE OF COMPUTATION OF EARNINGS PER SHARE



                                                                                            1995                        1994
     PRIMARY
<S>                                                                                <C>                         <C>

     Net Income (Loss)                                                                     $(1,177,490)                  $   168,429
                                                                                   ======================      =====================

     Weighted average number of common shares outstanding                                    2,635,368                     2,626,519

     Add:  Weighted average number of shares of common stock equivalents (1)                     ----                         64.339
                                                                                   ----------------------      ---------------------

     Weighted average number of shares used in calculation of primary earnings
     per share                                                                               2,635,368                    2,690,858
                                                                                   ======================      =====================

     Earnings (Loss) Per Share - Primary                                                       $ (0.45)                     $   0.06
                                                                                   ======================      =====================

     FULLY DILUTED
     Net Income (Loss)                                                                     $(1,177,490)                   $  168,429
                                                                                   ======================      =====================

     Weighted average number of common shares
        outstanding                                                                          2,635,368                    2,626,519

     Add:  Weighted average number of shares of
        common stock equivalents (2)                                                             ----                        80,620
                                                                                   ----------------------      ---------------------

     Weighted average number of shares used in
        calculation of fully diluted earnings per share                                      2,635,368                    2,707,139
                                                                                   ======================      =====================

     Earnings (Loss) Per Share - Fully Diluted                                                $  (0.45)                     $   0.06
                                                                                   ======================      =====================

</TABLE>

(1) Common stock  issuable  under the 1983 and 1988 employee  stock option plans
pursuant  to stock  options  and common  stock  issuable  under  stock  warrants
outstanding, less the number of shares assumed to be purchased with the proceeds
of the  exercises  of the stock  options  and stock  warrants  using the average
market  price of the  Company's  common  stock.  Common  stock  equivalents  are
excluded from the  calculation  of net loss per share for the year ended October
31, 1995, as they are antidilutive.

(2) Common stock  issuable  under the 1983 and 1988 employee  stock option plans
pursuant  to stock  options  and common  stock  issuable  under  stock  warrants
outstanding, less the number of shares assumed to be purchased with the proceeds
of the  exercises  of the stock  options  and stock  warrants  using the average
market price (or year-end  market price if higher than the average market price)
of the Company's  common stock.  Common stock  equivalents are excluded from the
calculation  of net loss per share for the year ended  October 31, 1995, as they
are antidilutive.









COMMON STOCK AND RELATED SHAREHOLDER INFORMATION

The  Company's  common  stock is traded on Nasdaq  under the  symbol  IMED.  The
following  table sets forth the high and low  prices  for the common  stock,  as
reported on Nasdaq, during the two fiscal years ended October 31, 1995:

<TABLE>
<CAPTION>

                                    1995 Fiscal Year                           1994 Fiscal Year
                               High                 Low                   High                 Low
                          ----------------     ----------------      ----------------    -----------------
<S>                       <C>                  <C>                   <C>                 <C>    
First Quarter                $ 2.188              $ 1.438                $ 1.250             $ 0.875                                
Second Quarter               $ 2.188              $ 1.563                $ 1.250             $ 0.625
Third Quarter                $ 1.750              $ 1.250                $ 1.063             $ 0.500
Fourth Quarter               $ 1.500              $ 1.125                $ 1.563             $ 0.938


</TABLE>

The prices quoted above may reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not necessarily represent actual
transactions.


At December 29, 1995, there were approximately 1,200 beneficial owners of the 
Company's common stock.


The Company has not declared any dividends and has no intention of doing so in 
the near future.

<PAGE>

<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS

                                                       YEAR ENDED OCTOBER 31,
                                                    ----------------------------
                                                         1995           1994
                                                    --------------  ------------
<S>                                                 <C>             <C>    
REVENUE:
Product Sales ..................................    $ 1,908,079     $ 2,573,767                  
Customer Service and  Support ..................      3,243,468       2,969,508
                                                    -----------     -----------
Total Revenue ..................................      5,151,547       5,543,275
                                                    -----------     -----------

COSTS AND EXPENSES:
Cost of Products Sold ..........................        734,857         898,588
Cost of Customer Service and Support ...........      2,757,960       1,912,025
Selling and Administrative Expenses ............      1,999,094       1,817,187
Depreciation and Amortization ..................      1,642,541         646,172
                                                    -----------     -----------
Total Costs and Expenses .......................      7,134,452       5,273,972
                                                    -----------     -----------

Operating Income (Loss) ........................     (1,982,905)        269,303 
                                                    -----------     ------------

OTHER INCOME (EXPENSE):
Interest Expense ...............................           (901)           --
Interest Income ................................         53,441          16,531
Other Income (Expense) .........................         (9,411)         10,823
                                                    -----------     -----------
Total Other Income .............................         43,129          27,354
                                                    -----------     -----------

Income (Loss) Before Income Taxes ..............     (1,939,776)        296,657

Income Tax Provision (Benefit) (Note 7) ........       (762,286)        128,228
                                                    -----------     -----------

Net  Income (Loss) .............................    $(1,177,490)    $   168,429
                                                    ===========     ===========

Weighted Average Number of Common Shares and
 Common Stock Equivalents Outstanding ..........      2,635,368       2,707,139
                                                    ===========     ===========


Earnings  (Loss) Per Share: ....................    $     (0.45)    $      0.06
                                                    ===========     ===========





SEE NOTES TO FINANCIAL STATEMENTS

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


BALANCE SHEETS, OCTOBER 31, 1995 AND 1994

ASSETS  
- ------
                                                           1995          1994
                                                        ---------     ----------
<S>                                                     <C>           <C>

CURRENT ASSETS:
Cash ...............................................    $  534,260    $1,055,378
Accounts Receivable, less allowance for doubtful
    accounts of $64,623 in 1995 and $66,000 in 1994        807,984     1,127,173
Inventories (Note 2) ...............................        74,272        25,707
Prepaid Expenses and Other Current Assets ..........       104,378        96,102
Income Taxes Receivable (Note 7) ...................        86,823        60,577
Deferred Income Taxes (Note 7) .....................       254,804       303,113
                                                        ----------    ----------

Total Current Assets ...............................     1,862,521     2,668,050
                                                        ----------    ----------

FIXED ASSETS:
Furniture and Fixtures .............................       132,830       103,818
Machinery  and Equipment ...........................       597,175       580,807
Automobiles ........................................        29,138        29,138
Leasehold Improvements .............................        20,142        32,735
Other Fixed Assets .................................       118,009       109,538
                                                        ----------    ----------
                                                           897,294       856,036

Less accumulated depreciation and amortization .....       581,259       565,506
                                                        ----------    ----------

Total Fixed Assets .................................       316,035       290,530
                                                        ----------    ----------

OTHER ASSETS:
Software Development Costs,
   less accumulated  amortization of
   $1,464,073 in 1995 and  $2,014,711 in 1994 ......       576,433     1,386,856
Purchased Software,
   less accumulated amortization of $266,084 in
   1995 and $320,675 in 1994 .......................          --         194,020
Covenants Not to Compete,
   less accumulated amortization of
   $410,249 in 1995 and $333,085 in 1994 ...........        83,796       160,960
Deferred Income Taxes (Note 7) .....................       253,907          --
Other ..............................................        45,252        53,570
                                                        ----------    ----------

Total Other Assets .................................       959,388     1,795,406
                                                        ==========    ==========

TOTAL ASSETS .......................................    $3,137,944    $4,753,986
                                                        ==========    ==========
</TABLE>

<PAGE>
 
<TABLE>
<CAPTION>




LIABILITIES AND STOCKHOLDERS' EQUITY                           1995          1994
- --------------------------------------------------        -------------  -------------
<S>                                                       <C>            <C>      
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses:
   Trade Accounts ................................        $   215,354    $   169,023
   Customer Deposits .............................             25,923         27,933
   Accrued Payroll Taxes and Employee Benefits ...            183,945        141,702
   Other Accrued Liabilities .....................              6,270          8,023
Income Taxes Payable (Note 7) ....................               --           64,693
Deferred Revenue .................................          1,163,903      1,200,980
Current Portion of Long-Term Obligations .........             13,033          7,420
                                                          -----------    -----------

Total Current Liabilities ........................          1,608,428      1,619,774

LONG-TERM OBLIGATIONS:
Deferred Rent (Note 4) ...........................             43,444           --
Deferred Income Taxes (Note 7) ...................               --          490,166
Commitments and Contingencies ....................               --             --
                                                          -----------    -----------

Total Current Liabilities and Long-Term Obligations         1,651,872      2,109,940
                                                          -----------    -----------

STOCKHOLDERS' EQUITY:
Common Stock, $.01 per value:
   authorized 10,000,000 shares;
   shares outstanding:  2,642,207 in 1995 and 2,626,519
   in 1994 .......................................             26,422         26,265
Capital in Excess of Par Value ...................          1,905,476      1,886,117
Note Receivable from Stockholder (Note 3) ........            (22,000)
                                                                             (22,000)
Retained Earnings (Accumulated Deficit) ..........           (423,826)       753,664
                                                          -----------    -----------

Total Stockholders' Equity .......................          1,486,072      2,644,046
                                                          -----------    -----------
TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY ..........................        $ 3,137,944    $ 4,753,986
                                                          ===========    ===========





SEE NOTES TO FINANCIAL STATEMENTS

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

STATEMENTS OF CASH FLOWS


                                                                     YEAR ENDED OCTOBER 31,
                                                               -----------------------------------
                                                                     1995              1994
                                                               ----------------    ---------------
<S>                                                            <C>                 <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                            $(1,177,490)        $  168,429
ADJUSTMENTS TO RECONCILE NET
INCOME (LOSS) TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
   Depreciation and Amortization                                 1,642,541            646,172
   Provision for losses on (write-offs of)
      accounts receivable                                           (1,377)            40,852
   Deferred Income Taxes                                          (695,764)           126,369
   Tax benefits from stock options exercised                         3,161               ----
   Changes in Assets and Liabilities:
      Accounts Receivable                                          320,566            156,866
      Income Taxes Receivable                                      (26,246)            64,279
      Inventories                                                  (48,565)            49,892
      Prepaid Expenses and Other Current Assets                     (8,276)           (57,877)
      Accounts Payable and Accrued Expenses                         84,811           (251,453)
      Income Taxes Payable                                         (64,693)            64,693
      Deferred Revenue                                             (37,077)           168,784
      Deferred Rent                                                 49,057            (33,439)
                                                               ----------------    ---------------
   Net cash provided by operating activities                        40,648          1,143,567
                                                               ----------------    ---------------
INVESTING ACTIVITIES:
   Property additions                                             (221,423)          (185,144)
   Capitalized software development costs                         (365,016)          (306,106)
   Other                                                             8,318            (41,542)
                                                               ----------------    ---------------
   Net cash used in investing activities                          (578,121)          (532,792)
                                                               ----------------    ---------------
FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                           16,355               ----
                                                               ----------------    ---------------
   Net cash provided by financing activities                        16,355               ----
                                                               ----------------    ---------------

NET INCREASE (DECREASE) IN CASH                                   (521,118)           610,775
CASH AT BEGINNING OF YEAR                                        1,055,378            444,603
                                                               ----------------    ---------------
CASH AT END OF YEAR                                            $   534,260         $1,055,378
                                                               ================    ===============
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

                                                                     YEAR ENDED OCTOBER 31,
                                                             -----------------------------------------
                                                                    1995               1994
                                                             ------------------    -------------------
<S>                                                          <C>                   <C>  

Supplemental Disclosures of Cash Flow
   Information:

Cash paid for:
   Interest                                                  $         901         $   ----

   Income Taxes Paid (Received)                                     21,933         (127,113)
 



SEE NOTES TO FINANCIAL STATEMENTS

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE
YEARS ENDED OCTOBER 31, 1995 AND 1994



                                                            CAPITAL                        
                                                              IN              NOTE            RETAINED
                                                           EXCESS OF      RECEIVABLE           EARNINGS
                                                PAR           PAR            FROM           (ACCUMULATED
                                 SHARES        VALUE         VALUE       STOCKHOLDER          DEFICIT)           TOTAL
                               --------------------------------------------------------------------------------------------
<S>                            <C>            <C>         <C>             <C>              <C>                 <C>

Balance at November 1,  1993    2,626,519     $ 26,265    $ 1,886,117     $ (22,000)       $   585,235         $2,475,617


Net Income                                                                                     168,429            168,429
                               ------------   ----------  -------------  ---------------   ------------------  ------------

Balance at October 31, 1994     2,626,519       26,265      1,886,117       (22,000)           753,664          2,644,046

Issuance of Stock                  15,688          157         16,198                                              16,355

Tax benefits from
stock options excerised                                         3,161                                               3,161

Net Loss                                                                                    (1,177,490)        (1,177,490)
                               ------------   ----------  -------------   --------------   ------------------  ------------
Balance at October 31, 1995     2,642,207     $ 26,422    $ 1,905,476     $ (22,000)       $  (423,826)        $1,486,072
                               ============   ==========  =============   ==============   ==================  ============




SEE NOTES TO FINANCIAL STATEMENTS

</TABLE>


<PAGE>

NOTES TO FINANCIAL STATEMENTS  

1. SIGNIFICANT ACCOUNTING POLICIES 

INDUSTRY  SEGMENT - The Company  derives  its revenue  solely from the sales and
servicing of microcomputer software and related hardware.

INVENTORIES are stated at the lower of cost or market.  Specific  identification
is used to determine the costs of hardware and software inventory.

FIXED ASSETS are stated at cost, less accumulated depreciation and amortization.
The costs of fixed assets are depreciated  over the estimated  useful lives (two
to  five  years)  of  the  assets  using  the  straight-line  method.  Leasehold
improvements are depreciated over the term of the lease (five years).

CUSTOMER SERVICE AND SUPPORT REVENUE represents revenue earned from hardware and
software  maintenance  contracts,  training,  installation  of new systems,  and
general software support and programming  services provided to customers.  Under
renewable maintenance  contracts,  the Company provides, for a term of generally
not more than one year  essentially all  maintenance and repairs  resulting from
the normal and intended use of its  products.  Deferred  revenue on  maintenance
contracts  is  amortized  by the  straight-line  method  over  the  life  of the
contracts.

REVENUE  RECOGNITION  - Revenue from sales of software and hardware is generally
recorded  when the product is shipped.  Revenue from custom  software  products,
which are marketed to customers primarily under perpetual license  arrangements,
is recorded at the time the product is installed  and accepted by the  customer.
Revenue  from  services  other  than  maintenance  contracts  is  recognized  as
performed.

EARNINGS  (LOSS) PER SHARE - Earnings (Loss) per share are computed on the basis
of  the  weighted  average  number  of  shares  outstanding  plus  common  stock
equivalents  which would arise from the exercise of stock  options and warrants.
Common stock equivalents are excluded from the calculation of net loss per share
for the year ended October 31, 1995, as they are antidilutive.

SOFTWARE  DEVELOPMENT  COSTS -  Certain  software  development  costs  are being
capitalized and amortized over the estimated  economic life of the software on a
straight-line  method,  commencing when each product or enhancement is available
for general release. Amortization using the straight-line method was $868,742 in
1995 and $318,465 in 1994.

In 1995,  the Company  reduced the estimated  economic life of certain  software
products to coincide with the period remaining before the next anticipated major
release of each software product. This shortening of the estimated economic life
of the software  products  increased  the  amortization  expense by $417,105 and
reduced net income by $253,183 or $0.09 per share in 1995.

Based upon the Company's  sales  activity in the first half of 1995, the Company
in 1995 decided to reduce the carrying value of the software  development  costs
relating to the StarPath and StarQuality  products.  The effect of this non-cash
write-down  was to  increase  amortization  expense by  $306,697  and reduce net
income by $185,858 or $0.07 per share in 1995.

In 1995, the Company  changed its practice for estimating the economic life of a
software  product.  For software  released for general  distribution on or after
February 1, 1995,  the  estimated  economic life of the software is two years or
the  period  until  a new  major  release  of the  software  is  expected  to be
distributed, whichever is shorter.

PURCHASED SOFTWARE is stated at cost and is being amortized on the straight-line
method over its  estimated  useful life.  Amortization  using the  straight-line
method was $194,020 in 1995 and $66,521 in 1994.

In 1995, the Company  reduced the estimated  economic life of certain  purchased
software  products  to  coincide  with  the  period  remaining  before  the next
anticipated  major  release of each  software  product.  This  shortening of the
estimated  economic life of the software  products  increased  the  amortization
expense  by  $127,499  and  reduced  net income by $77,392 or $0.03 per share in
1995.

COVENANTS NOT TO COMPETE are stated at the estimated value of the  consideration
given for the covenants  (including the present value of any future  payments to
be made under each agreement),  less accumulated amortization.  The costs of the
covenants are being amortized over four or seven years,  using the straight-line
method. Amortization was $77,164 in both 1995 and 1994.

INCOME TAXES are accounted for using the methodology established by Statement of
Financial  Accounting  Standards (SFAS) No. 109,  'Accounting for Income Taxes,'
which  requires an asset and a liability  approach to financial  accounting  and
reporting  for  income  taxes  (see Note 7).  Deferred  income  tax  assets  and
liabilities  are  computed  annually  for  differences   between  the  financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible  amounts in the future.  A valuation  allowance is  established  when
necessary to reduce deferred tax assets to amounts expected to be realized based
on enacted tax laws and rates applicable to the periods in which the differences
are expected to affect taxable income.  Income tax expense is the tax payable or
refundable  for the  period,  plus or minus  the  change  during  the  period in
deferred tax assets and liabilities.

CASH AND CASH  EQUIVALENTS  - The Company  considers  cash on hand,  deposits in
bank, and highly liquid debt instruments  purchased with original maturity dates
of generally three months or less as cash.

RECLASSIFICATIONS - Certain prior year amounts have been reclassified to conform
to the current year presentation.  These reclassifications have no effect on net
income.


2. INVENTORIES

Inventories at October 31 consisted of the following:

                               1995           1994
                          -------------  -------------
Computers                  $   37,005    $       252
Peripheral equipment           29,141         19,125
Parts                             690            175
Software                        6,077          4,035
Supplies and Forms              1,359          2,120
                          -------------  -------------

Total                         $74,272        $25,707
                          =============  =============

3.  NOTES RECEIVABLE

In  September  1993,  the  Company  accepted  a $22,000  promissory  note from a
director, when he exercised an option to purchase 25,000 shares of common stock.
The  promissory  note bears an  interest  rate of seven  percent  (7%) per year,
payable quarterly. The principal of the promissory note is to be paid in full no
later than September 30, 1996. However, a portion of the principal is to be paid
whenever the director  sells any shares of the  Company's  common stock owned by
him.  The shares of common stock issued upon the exercise of the option are held
by the Company as collateral for the promissory note.

4. LEASE COMMITMENTS

In 1994,  the  Company  leased  12,976  square  feet of space  under a five-year
operating  lease which was scheduled to expire in March 1995. In September 1994,
the Company entered into an agreement  ("Agreement")  to extend the lease of its
current  leased  space and to lease an  additional  3,875  square feet of office
space.  The  Agreement  provided  for three  months of free rent  which is being
amortized over the life of the Agreement.  The agreement expires on February 28,
1999. The Company has the option to extend the Agreement for five years. Minimum
lease   payments   under   the   Agreement   include    utilities,    insurance,
interior/exterior  maintenance and janitorial services, except that the Company,
starting in 1996,  is required to pay for its pro-rata  share of the increase in
such costs over the base established in calendar year 1995.

Future minimum lease payments under the Agreement are as follows:

                          1996       $   278,041
                          1997           278,041
                          1998           278,041
                          1999           278,041
                          2000            92,681
                                -----------------
                  
                         Total       $ 1,204,845
                                =================


Rental expense for all operating leases for the years ended October 31, 1995 and
1994 was $259,956 and $196,237, respectively.

5. CREDIT AGREEMENTS

The Company has a revolving loan  agreement with United States  National Bank of
Oregon.  The loan  agreement  allows the  Company to borrow up to  $700,000  and
requires the Company to maintain  certain  financial  ratios.  All assets of the
Company are pledged as security  for the loan  agreement.  In 1995,  the Company
renewed the agreement under the same terms and  conditions.  The Company met all
of the  required  ratios and did not borrow any funds  under the loan  agreement
during fiscal 1994 and 1995. The agreement expires April 15, 1996.

6. EMPLOYEE BENEFIT PLAN 

The Company has a 401(k) Savings Plan ("Plan").  All regular full-time employees
(over 21 years old) are  eligible  to  participate  in the Plan.  The  Company's
contribution to the Plan is 50% of the employee' contribution up to a maximum of
2 and 1/2 percent of the  employee'  wages.  During  1995 and 1994,  the Company
contributed $39,727 and $24,165, respectively, to the Plan.


7. INCOME TAXES

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying amount of assets and  liabilities  for financial  reporting
purposes and the amounts used for income tax purposes. The effect of significant
items comprising the Company's net deferred tax asset or liability as of October
31 are as followsgnificant items comprising the Company's net deferred tax asset
or liability as of October 31 are as follows:

<TABLE>
<CAPTION>


                                                                      1995                 1994
                                                                  --------------       --------------
<S>                                                               <C>                  <C> 
          Deferred Tax Assets:
          Accrued Expenses                                           $  69,277         $    41,299
          Deferred Maintenance Contract                                185,527             261,814
          Differences Between Book and Tax  Basis of
             Property and Equipment                                    149,156              53,589
          State Net Operating Loss Carryforward                         79,408              16,495
          Federal Net Operating  Loss Carryforward                     246,463          
                                                                                              ----

          Deferred Tax Liabilities:
          Capitalized Software Costs                                 (221,120)            (560,250)
                                                                  --------------       --------------

          Net Deferred Tax Asset (Liabilities)                        $508,711         $  (187,053)
                                                                  ==============       ==============

</TABLE>


The deferred tax assets and  liabilities  are included in the following  balance
sheet accounts at October 31:

<TABLE>
<CAPTION>

                                                                        1995                 1994
                                                                  ---------------      --------------

<S>                                                               <C>                  <C> 
           Current Deferred Tax Assets                                $ 254,804         $   303,113
           Deferred Tax Assets (Liabilities)                            253,907            (490,166)
                                                                  ---------------      --------------

           Net Deferred Tax Asset (Liability)                         $ 508,711         $  (187,053)
                                                                  ===============      ==============
</TABLE>


In order for the Company to realize all  deferred  tax assets  recognized  under
SFAS No.  109,  future  taxable  income must be at least  comparable  to the net
income of 1994 and prior  years.  Although  the Company  believes  such  taxable
income  levels will be  achieved,  lower  amounts  could  negatively  affect the
provision for income taxes in future years.

There are  approximately  $720,000 and  $1,223,000 of unused net operating  loss
carryforwards  which, if not used, will expire between 2007 and 2008 for federal
and state tax reporting purposes, respectively.

The  Company may  realize  tax  benefits as a result of the  exercise of certain
employee  stock  options.  For financial  reporting  purposes,  any reduction of
income tax  obligations as a result of these tax benefits is credited to capital
in excess of par value. During 1995, $3,161 was credited to capital in excess of
par value.

A reconciliation  between income taxes  calculated at the statutory  federal tax
rate and the tax provision reflected in the financial statements is as follows:


                                                    1995         1994
                                                ----------    ---------  
Computed income taxes based on statutory
   federal income tax rate of 34% ...........   $(659,524)    $ 100,863
Increase (reduction) in taxes resulting from:
   State income tax, net of federal benefit .     (94,524)       15,564
   Benefit from graduated tax rates .........        --          (1,656)
   Adjustment from Change in Tax Method .....        --          11,238
   Other ....................................      (8,238)        2,219
                                                ---------     ---------

                                                $(762,286)    $ 128,228
                                                =========     =========


The provision for income taxes, net of operating loss carryforwards, consists of
the following:


                                                           1995          1994
                                                        ----------    ----------

Income taxes currently payable (receivable):
   Federal ........................................     $ (66,532)     $   1,849
   State ..........................................            10             10
                                                        ---------      ---------
                                                        $ (66,522)         1,859
                                                        ---------      ---------
Deferred taxes - net:
   Federal ........................................      (552,547)       102,777
   State ..........................................      (143,217)        23,592
                                                        ---------      ---------
                                                         (695,764)       126,369
                                                        ---------      ---------

                                                        $(762,286)     $ 128,228
                                                        =========      =========


8. STOCK OPTION PLANS

The Company has adopted two  employee  stock  option  plans that provide for the
issuance of incentive stock options and nonstatutory  stock options to employees
and officers and nonstatutory  stock options to directors who are not employees.
The stock option plans  authorize the issuance of up to 1,250,000  shares of the
Company's  common stock. On October 31, 1995,  179,658 shares were available for
future grant.

The  plans  are  administered  by the  Compensation  Committee  of the  Board of
Directors.  The exercise price for the options granted under the option plans is
determined by the Committee and cannot be less than the fair market value of the
common stock as of the date of the grant.  The term of each option is determined
by the  Committee,  but may not be more than ten years.  Vesting  schedules  are
established by the  Compensation  Committee.  All outstanding  stock options are
exercisable  at a price of not less than the fair market value of the  Company's
common stock on the date of the grant.  All  outstanding  options have a term of
five years and vest over a three year period.

One of the stock option plans  provides for an automatic  grant of  nonstatutory
stock options to members of the  Compensation  Committee.  The  automatic  grant
occurs  each  year on the  date of the  annual  shareholders'  meeting,  and the
exercise  price of the  options  issued  under the  automatic  grant is the fair
market value of the common stock on that date.  The following  table  summarizes
the stock option activity under the Company's option plans:

<TABLE>
<CAPTION>

                                                                  Shares under          Option Price
                                                                     Option                Range
                                                                ------------------    ------------------
<S>                                                             <C>                   <C> 
                Options Outstanding at October 31, 1993                 499,237       $  0.88 -  $4.75

                Exercised                                                  ----                 ----
                Canceled or Expired                                    (349,065)      $  0.88  - $3.88
                Granted                                                 514,414       $  0.625 - $1.38
                                                                ------------------    ------------------

                Options Outstanding at October 31, 1994                 664,586       $   0.625- $4.75

                Exercised                                               (15,688)      $   0.88 - $1.38
                Canceled or Expired                                     (49,754)      $   0.88 - $1.38
                Granted                                                  80,000       $   1.69 - $1.75
                                                                ------------------    ------------------
                 
                Options Outstanding at October 31, 1995                 679,144       $  0.625 - $4.75
                                                                ==================    ==================

                Options Excerisable at October 31, 1995                 306,267       $  0.625 - $4.75
                                                                ==================    ==================
</TABLE>

9.   COMMON STOCK

During  1991,  the Company  issued a stock  warrant for 70,000  shares of common
stock as part of an agreement for  financial  consulting,  public  relations and
investment  banking services.  Shares are purchasable under the stock warrant as
follows: 15,000 shares at $2.00; 15,000 shares at $2.50; 20,000 shares at $3.00;
and 20,000 shares at $4.00.

The stock  warrant term is five years.  At October 31, 1995,  no shares had been
purchased under the stock warrant.

10.  SIGNIFICANT  CUSTOMERS  During 1995, the Company  recorded revenue from two
customers representing 20 percent and 10 percent of total revenue.  During 1994,
the Company recorded  revenue from two customers  representing 30 percent and 11
percent of total revenue.


                          INDEPENDENT AUDITORS' REPORT

To The Board of Directors 
  and Stockholders of Informedics, Inc.
Lake  Oswego,  Oregon 

We have  audited the  accompanying  balance  sheets of  Informedics,  Inc. as of
October  31,  1995  and  1994  and  the  related   statements   of   operations,
stockholders'  equity,  and cash  flows for each of the two years in the  period
ended October 31, 1995. These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of the Company on October 31, 1995 and 1994 and
the  results of its  operations  and its cash flows for each of the two years in
the period ended  October 31, 1995, in  conformity  with  generally  accepted
accounting principles.





/S/DELOITTE & TOUCHE LLP 
Portland, Oregon 
December 15, 1995
 
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS  

HIGHLIGHTS  

In 1995, the Company reduced the carrying value of certain software products and
shortened the estimated economic life of other software products.  The effect of
the  write-off  and  shortening  the  estimated  economic  lives was to increase
amortization expense by $851,301 in 1995, as compared to 1994.

During 1995,  the Company  expanded its  activities  in the  development  of new
software and the enhancement and maintenance of existing software.  As a result,
the Company  incurred  software  development  costs of  $1,377,906  in 1995,  an
increase of $675,914 over 1994 costs of $701,992.  Of the total costs  incurred,
the Company capitalized $365,016 in 1995 compared to $306,106 in 1994.

Lower than expected  product sales,  increased  software  development  costs and
higher  amortization  expense  resulted in a net loss of $1,777,490 or $0.45 per
share for 1995 compared to net income of $168,429 or $0.06 per share for 1994.

RESULTS OF OPERATIONS - MATERIAL CHANGES

The decrease in product  sales of $665,688 or 26% for 1995, as compared to 1994,
resulted  from a 30% decrease in the number of laboratory  and physician  office
systems  sold.  The decrease in the number of  laboratory  systems sold resulted
primarily from the sale of fewer StarPath  systems,  as the Company  focused its
1995  laboratory  products  marketing  efforts  on its  LifeLine  products.  The
decrease  in  physician  office  systems  sold  resulted  from a  change  in the
Company's  marketing strategy by concentrating on larger  independent  physician
associations  (IPAs) and  physician  hospital  organizations  (PHOs) rather than
individual clinics and physician offices. Management believes that, although the
change  negatively  impacted 1995 sales,  anticipated  sales to IPAs and PHOs in
1996 are expected to outpace the 1995 level of sales to  individual  clinics and
physician offices.

The increase of $273,960 or 9% in customer  service and support revenue resulted
from  increases in support  prices and in the size of the customer  base as more
systems were installed in 1995.

A decrease  in 1995  hardware  sales,  primarily  relating to  physician  office
products,  resulted in a decrease in the cost of products sold of $163,731. As a
percentage of hardware  sales,  cost of products sold increased from 83% in 1994
to 90% in 1995. The increase in the 1995 percentage resulted from fewer hardware
sales relating to physician office products,  which are typically sold at higher
margins than hardware sales relating to the laboratory products.

The 1995 increase of $845,935 or 44% in the cost of customer service and support
resulted from an increase in the amount of software  development costs that were
expensed rather than capitalized and higher labor and related costs for customer
service.  As stated earlier,  during 1995 the Company expanded its activities in
the  development of new software and the enhancement and maintenance of existing
software.  In 1995,  the  Company  expensed  $1,012,890  of its total  software
development  costs  compared  to $395,887  expensed in 1994.  The 1995 labor and
related costs for customer service increased by $161,659, when compared to 1994,
as a result of a December  1994  salary  increase  and the hiring of  additional
staff to serve the Company's growing customer base.

Selling  and  administrative  costs for 1995  increased  by  $181,907  over 1994
amounts due to an increase in labor and related  costs,  higher rent expense and
an increase in marketing costs for the physician office  products.  The increase
in labor and  related  costs  resulted  from a salary  increase  implemented  in
December 1994 and an increase in the size of the sales and marketing  staff. The
higher rent  expense  resulted  from the  expansion  of office space in November
1994.  The increase in marketing  costs for  physician  office  products was the
result of increased  advertisements in trade  publications and the attendance at
more trade shows in 1995 as compared to 1994.

As  previously  discussed,  the Company in 1995  reduced the  carrying  value of
certain  software  products and shortened  the estimated  economic life of other
software products.  As a result,  depreciation and amortization expense for 1995
was $1,642,541 compared to $646,172 for 1994.

LIQUIDITY - CAPITAL RESOURCES

The Company's  financial  condition remains strong.  The Company's cash position
and  working   capital  on  October  31,  1995  were   $534,260  and   $254,093,
respectively.  The Company is virtually debt free. The single largest  liability
on October 31, 1995 was the deferred revenue liability of $1,163,903, which is a
liability for future services.  The current ratio on October 31, 1995 was 1.2 to
1.0.

Net cash  provided by operations  during 1995 of $40,648 and the Company's  cash
position at October  31,1994 of $1,055,378,  were more than  sufficient to cover
the net cash used to acquire  additional  assets and fund the development of the
Company's software in 1995.

Capital  expenditures for property  additions were $221,423 and $185,144 in 1995
and 1994, respectively. Capitalized software development costs totalled $365,016
and  $306,106  in 1995 and  1994,  respectively.  Management  expects  that 1996
expenditures  for property  additions  will be somewhat less than those in 1995.
Management  anticipates that expenditures for capitalized  software  development
costs will be comparable to those in 1995. All  expenditures  are expected to be
funded through cash provided by operations  and from the Company's  current cash
position.

In 1995,  the Company  renewed a $700,000  uncommitted  revolving line of credit
with US National Bank of Oregon. All of the assets of the Company are pledged as
security for the line of credit.  Terms of the revolving  line of credit require
the Company to maintain certain  financial ratios. As of the date of this Annual
Report, the Company has not borrowed under the line of credit and has maintained
the required ratios. The line of credit expires April 15, 1996.



                              DELOITTE & TOUCHE LLP
                              3900 US Bancorp Tower
                              111 S.W. Fifth Avenue
                           Portland, Oregon  97204-3698





INDEPENDENT AUDITORS' CONSENT


Informedics, Inc.:

We consent to the  incorporation  by reference in  Registration  Statements Nos.
33-30243,  33-46474,  and 33-85132 on Form S-8 of our report dated  December 15,
1995  appearing in or  incorporated  by reference in this Annual  Report on Form
10-KSB of Informedics, Inc. for the year ended October 31, 1995.



/s/DELOITTE & TOUCHE LLP

January 26, 1996


<TABLE> <S> <C>



<ARTICLE> 5
<LEGEND>

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS OF INFORMEDICS, INC. INCORPORATED
INTO ITS ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
OCTOBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C> 

<MULTIPLIER>                    1
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-END>                               OCT-31-1995
<CASH>                                       534,260
<SECURITIES>                                       0
<RECEIVABLES>                                872,607
<ALLOWANCES>                                  64,623
<INVENTORY>                                   74,272<F1>
<CURRENT-ASSETS>                           1,862,521
<PP&E>                                       897,294
<DEPRECIATION>                               581,259
<TOTAL-ASSETS>                             3,137,944
<CURRENT-LIABILITIES>                      1,608,428
<BONDS>                                            0
                              0
                                        0
<COMMON>                                      26,422
<OTHER-SE>                                 1,459,650
<TOTAL-LIABILITY-AND-EQUITY>               3,137,944
<SALES>                                    1,908,079
<TOTAL-REVENUES>                           5,151,547
<CGS>                                        734,857
<TOTAL-COSTS>                              3,492,817
<OTHER-EXPENSES>                                   0
<LOSS-PROVISION>                                   0
<INTEREST-EXPENSE>                               901
<INCOME-PRETAX>                           (1,939,776)
<INCOME-TAX>                                (762,286)<F2>
<INCOME-CONTINUING>                       (1,177,490)
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                              (1,177,490)
<EPS-PRIMARY>                                  (0.45)
<EPS-DILUTED>                                  (0.45)
<FN>
<F1> See Note 2 to Notes to Financial Statements
<F2> See Note 7 to Notes to Financial Statements
</FN>
        


</TABLE>


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