SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JULY 31, 1996
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 0-20438
TELMED, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 65-0273037
- ---------------------------- -----------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
9350 SOUTH DIXIE HIGHWAY, SUITE 1220, MIAMI, FLORIDA 33156
(Address of principal executive offices) (Zip Code)
Registrant's tel. number, including area code (305) 670-9773
- ------------------------------------------------------------
(Former name or former address, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES [ ] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the Issuer's classes of
Common Stock, as of the latest practicable date. As of July 31, 1996, there were
outstanding 4,340,000 shares of Common Stock, par value $.001 per share.
Page 1 of 14 pages. Exhibit index at page 12.
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PART I FINANCIAL INFORMATION
I N D E X
Item 1. Financial Statements PAGE
----
Balance Sheets as of July 31, 1996 and
October 31, 1995 3
Statements of Operations for the three
and nine months ended July 31, 1996 and
July 31, 1995 4
Statements of Cash Flows for the
nine months ended July 31, 1996 and
July 31, 1995. 5
Notes to Financial Statements 6 - 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10 - 11
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<TABLE>
<CAPTION>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
JULY 31, OCTOBER 31,
1996 1995
--------- ----------
<S> <C> <C>
Current Assets
Cash and Cash Equivalents $ 43,879 $ 493,916
Accounts Receivable, Net of Allowance for
Doubtful Accounts of $87,997 and $62,809 1,083,926 806,967
Due From Affiliates 24,089 49,189
Loan Receivable - Related Party -- 196,500
Prepaid Expenses and Other Current Assets 200,768 123,906
----------- -----------
Total Current Assets 1,352,662 1,670,478
Property and Equipment - Net 127,286 99,166
Investment in Debt Securities - Available For Sale 210,524 731,900
Loans Receivable - HMA Investments, Inc. -- 289,318
Loan Receivable - 460617 Ontario Ltd. 450,000 --
Investment in General Partnership 300 29,657
Goodwill, Net of Accumulated Amortization
of $75,371 and $50,890 594,187 618,227
Covenant Not To Compete, Net of Accumulated
Amortization of $120,000 and $90,000 80,000 110,000
Other Assets 226,107 181,616
----------- -----------
Total Assets $ 3,041,066 $ 3,730,362
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 391,528 $ 205,962
Accrued Expenses 355,572 367,265
----------- -----------
Total Liabilities 747,100 573,227
----------- -----------
Minority Interest 71,361 102,487
----------- -----------
Commitments (See Notes)
Stockholders' Equity
Common Stock - Par Value $.001 Per Share,
20,000,000 Shares Authorized, 4,340,000
Shares Issued and Outstanding 4,340 4,340
Additional Paid In Capital 5,685,016 5,685,016
Accumulated Deficit (3,582,260) (2,714,721)
Unrealized Gain In Investment in Securities 115,509 80,013
----------- -----------
Total Stockholders' Equity 2,222,605 3,054,648
----------- -----------
Total Liabilities and Stockholders'
Equity $ 3,041,066 $ 3,730,362
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
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<TABLE>
<CAPTION>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------- ------------------------
JULY 31, JULY 31, JULY 31, JULY 31,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues
Service Revenues $ 917,630 $ 1,060,271 $ 3,210,644 $ 3,454,471
Interest and Other 2,871 16,251 37,033 49,177
----------- ----------- ----------- -----------
Total Revenues 920,501 1,076,522 3,247,677 3,503,648
----------- ----------- ----------- -----------
Costs and Expenses
Cost of Services Provided 467,032 573,275 1,498,940 1,791,309
Research and Development Costs - 9,009 169 36,655
Clinical Testing Costs - - 27,618 -
General and Administrative 976,819 680,003 2,573,163 2,039,075
Interest - 134 - 1,382
----------- ----------- ----------- -----------
Total Expenses 1,443,851 1,262,421 4,099,890 3,868,421
----------- ----------- ----------- -----------
Loss Before Minority Interests ( 523,350) ( 185,899) ( 852,213) ( 364,773)
Minority Interests In
Consolidated Entities ( 3,661) 3,464 15,326 41,860
----------- ----------- ----------- -----------
Net Loss $( 519,689) $( 189,363) $( 867,539) $( 406,633)
=========== =========== =========== ===========
Per Share
Net Loss $( .12) $( .04) $( .20) $( .10)
=========== =========== =========== ===========
Weighted Average Shares
Outstanding 4,340,000 4,332,065 4,340,000 4,007,248
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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<TABLE>
<CAPTION>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS NINE MONTHS
ENDED ENDED
JULY 31, JULY 31,
1996 1995
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<S> <C> <C>
(Decrease) in Cash and Equivalents:
Cash Flows From Operating Activities:
Net Loss $( 867,539) $ ( 406,633)
Adjustments To Reconcile Net Loss
To Net Cash Used In Operating
Activities:
Unrealized Gain on Marketable Securities 35,496 -
Depreciation and Amortization 76,342 94,179
(Increase) In Accounts Receivable ( 276,959) ( 291,738)
(Increase) Decrease In Due From Affiliates 25,100 ( 32,102)
Increase (Decrease) In Minority Interest ( 31,126) 40,135
(Increase) Decrease In Prepaid Expenses and
Other Current Assets ( 76,862) 74,720
Increase (Decrease) In Accounts Payable
and Accrued Expenses 173,873 ( 121,024)
Non Cash Issuance of Common Stock - 7,500
----------- ----------
Net Cash Used In Operating Activities ( 941,675) ( 634,963)
----------- -----------
Cash Flows From Investing Activities:
Decrease In Available For Sale Investments 521,376 176,694
Acquisition Of Equipment ( 45,330) ( 127,189)
(Increase) Decrease In Other Assets ( 49,583) 4,875
Sale of Investment In General Partnership 29,357 -
(Increase In Note Receivable) - ( 350,000)
----------- -----------
Net Cash Provided By (Used In) Investing
Activities 455,820 ( 295,620)
----------- -----------
Cash Flows From Financing Activities:
Proceeds From Private Placement - 1,057,500
Loan Receivable - Related Party - ( 196,500)
Loan Receivable - 460617 Ontario Ltd. ( 450,000) -
Proceeds From Loan Receivable -
HMA Investment, Inc. 289,318 -
Proceeds From Loan Receivable -
Related Party 196,500 -
----------- -----------
Net Cash Provided By Financing Activities 35,818 861,000
----------- -----------
Increase (Decrease) In Cash and Cash
Equivalents ( 450,037) ( 69,583)
Balance At Beginning Of Period 493,916 855,180
----------- -----------
Balance At End Of Period $ 43,879 $ 785,597
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
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<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1996
A. MANAGEMENT REPRESENTATION
The accompanying financial statements are unaudited for the interim
period, but include all adjustments (consisting only of normal
recurring accruals) which management considers necessary for the fair
presentation of results at July 31, 1996 and 1995.
These financial statements do not purport to contain complete
disclosure in conformity with generally accepted accounting principles
and should be read in conjunction with the Company's audited financial
statements at, and for the year ended October 31, 1995.
The results reflected for the nine month period ended July 31, 1996 are
not necessarily indicative of the results for the entire fiscal year to
end on October 31, 1996.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company's policy is to consolidate with entities over which it has
operational and financial control, including those entities in which it
does not own a majority interest.
These financial statements include the accounts of the Company's
wholly-owned subsidiaries, ConsulMed, Inc., ConsulMed of South Florida,
Inc., ConsulMed of Jacksonville, Inc., Specialty Therapy Services,
Institute of Health and Healing; Quality Life Care Associates, A.J.V.,
a joint venture 50% owned by ConsulMed; Quality Life Care Associates of
Jacksonville, Ltd. (QLCA-Jax), and Quality Life Care Associates of Dade
(QLCA-Dade), limited partnerships in which ConsulMed holds a 50%
general partnership interest. The Company's other general partnership
investment is accounted for under the cost method.
All intercompany accounts and transactions have been eliminated in
consolidation.
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets
and liabilities and the reported revenues and expenses. Actual results
could vary from the estimates that were used.
REVENUE RECOGNITION
The Company recognizes revenues at the time the related services are
rendered.
LOSS PER SHARE
Loss per share is based on the weighted average number of shares
outstanding during the period.
STATEMENT OF CASH FLOWS
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid debt instruments with an original maturity of three
months or less to be cash equivalents.
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<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1996
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS IN AVAILABLE-FOR-SALE MARKETABLE DEBT SECURITIES
Effective in fiscal 1995, the Company adopted Financial Accounting
Standards Board Statement No. 115 - Accounting for Certain Investments
in Debt and Equity Securities. Under the provisions of No. 115, debt
securities classified as available-for sale are recorded at their fair
value. Declines in value deemed to be other than temporary are charged
directly to earnings. Subsequent increases in value are reflected as a
component of stockholders' equity.
C. ACCOUNTS RECEIVABLE
Bad debt expense was $46,364 and $8,740 for the nine months ended July
31, 1996 and 1995, respectively.
Under an existing arrangement, ConsulMed earns a fee of 6% of
collections for management services rendered to the healthcare
operations of ConsulMed's partners in QLCA-Jax.
D. LOAN RECEIVABLE - HMA INVESTMENTS, INC.
During fiscal 1995, the Company loaned a total of $350,000 to Extreme
Technologies, Inc. ("Extreme"), a publicly traded Canadian corporation
which the Company at the time was negotiating to acquire. The Company
subsequently discontinued its efforts to acquire Extreme.
In October 1995, in consideration of a payment of $75,000 and the
issuance of a 10% Purchase Promissory Note in the amount of $289,318,
the Company assigned the Extreme Notes to HMA Investments Inc. ("HMA"),
a privately held investment company. During the nine months ended July
31, 1996, this note was paid in full.
E. LOANS RECEIVABLE - 460617 ONTARIO LTD.
In November 1995, the Company's Board of Directors approved a $450,000
loan to a Canadian corporation controlled by a member of the Company's
board. The loan was originally due in May 1996, bearing interest at the
rate of 10.75% per annum. It is guaranteed by the board member and his
brother, who is also a stockholder of the borrower. The note is
currently in default. The Company will enforce its rights against the
maker and its guarantors.
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<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1996
F. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
JULY 31, OCTOBER 31,
1996 1995
---------- ----------
Office equipment $ 151,925 $ 126,595
Medical equipment 39,894 19,894
Leasehold improvements 16,039 16,039
---------- ----------
207,858 162,528
Less: Accumulated Depreciation
and Amortization 80,572 63,362
---------- ----------
$ 127,286 $ 99,166
========== ==========
Depreciation expense was $17,210 and $44,408 for the nine months ended
July 31, 1996 and 1995, respectively.
G. INVESTMENT IN MARKETABLE DEBT SECURITIES
<TABLE>
<CAPTION>
JULY 31, 1996 OCTOBER 31, 1995
---------------------- ----------------------
COST MARKET COST MARKET
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Government Agency
collateralized mortgage
obligation (CMO), 5.75%,
contractual maturity
August 2003 $ 234,777 $ 210,524 $ 591,104 $ 531,356
U.S. Treasury Bill, 5.27%,
due December 7, 1995 - - 200,544 200,544
---------- ---------- ---------- ----------
$ 234,777 $ 210,524 $ 791,648 $ 731,900
========== ========== ========== ==========
</TABLE>
During the nine months ended July 31, 1996 and 1995, the investment
recovered $115,509 and $67,013, respectively in value, which the
company has reflected as a credit directly to stockholders' equity.
H. ACCRUED EXPENSES
Accrued Expenses consist of the following:
JULY 31, OCTOBER 31,
1996 1995
---------- ----------
Accrued Insurance Costs $ 137,689 $ 3,587
Accrued Payroll and Payroll Taxes 90,245 252,592
Other 127,638 111,086
---------- ----------
$ 355,572 $ 367,265
========== ==========
I. PRIVATE PLACEMENT
During fiscal 1995 the Company raised net proceeds of $1,050,666 from
the private sale of 264,375 Units at $4.00 per Unit. Each Unit consists
of two shares of Common Stock and one Warrant to purchase one share of
Common Stock for $3.00 per share during the five-year period ending
March 22, 2000. The offering expired on November 15, 1995.
- 8 -
<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1996
J. MAJOR CUSTOMERS
For the nine months ended July 31, 1996 and 1995, three customers
accounted for 26%, 23% and 3% and 23%, 21% and 12%, respectively, of
the Company's service revenues.
K. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
JULY 31, JULY 31,
1996 1995
---------- ----------
Interest Paid $ - $ 1,382
========== ==========
Unrealized Gain In Investment on Securities $ 115,509 $ 67,013
========== ==========
L. OTHER ASSETS
The Company entered into an agreement dated December 27, 1994 with
Advanced Medical Systems, Inc. ("AMS") pursuant to which it agreed to
purchase all of AMS's rights to a fetal heart rate and uterine
contraction monitor and to employ AMS as its exclusive manufacturer of
the monitor. AMS will retain the right to continue selling its earlier
model in France and Israel. Pursuant to the agreement, the Company paid
AMS $100,000 upon execution of the agreement, and it will pay an
additional sum of $100,000 when Pre-Market Approval is obtained from
the Food and Drug Administration, which latter sum will be applied as a
credit against purchases of units by the Company. The agreement
provides for the payment by the Company of a royalty to AMS equal to 5%
of the gross revenues collected by the Company from the sale, lease or
rental of the monitor. Under the agreement, the Company is required to
seek Pre-Market Approval by the FDA for the monitor. The Company has
begun clinical testing of the AMS monitor under protocols approved by
the FDA for the Company's first generation monitor. The initial
$100,000 payment is included in Other Assets in the accompanying
consolidated balance sheet.
M. PROPOSED TRANSACTION
In June, 1996 the Company entered into a non-binding letter of intent
to acquire all of the outstanding shares of Innapharma, Inc. a
pharmaceutical company and contract research organization. As part of
the transaction, the Company issued 800,000 warrants exercisable at
$.50 per share, which was the market price of the Company's common
stock on the date of issuance. The warrants are being held in escrow
subject to the consummation of the above referenced transaction. The
Company is presently performing its due diligence and is working
towards finalizing a contract for merger. However, no assurances can be
given that a definitive contract will be executed or that a closing
will occur.
- 9 -
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NINE MONTHS ENDED JULY 31, 1996 COMPARED TO NINE MONTHS ENDED JULY 31, 1995
ConsulMed contributed all of the operating revenue of the Company during the
nine months ended July 31, 1996 and 1995. Service revenues of $3,210,644 and
$3,454,471, respectively, represent income from in-home nursing care services
provided. Cost of service provided of $1,498,940 and $1,791,309 consists
primarily of payroll and related costs.
Research and development costs were $169 and $36,655 for the nine months ended
July 31, 1996 and 1995, respectively. These costs are all related to the
continuing development of a portable fetal monitor. The Company, in conjunction
with Advanced Medical Systems, has completed development of an improved smaller
monitor which has now completed its testing. The Company has submitted all of
the relevant technical data to the FDA regarding its new monitor. TelMed has
completed in-hospital (Phase I) clinical testing and in March 1996 commenced
in-home (Phase II) clinical trials. Clinical testing costs were $27,618 for the
nine months ended July 31, 1996. During the current quarter the Company
temporarily suspended clinical testing while it sought a required approval from
the Institutional Review Board to perform its clinical trials at another
hospital facility. The approval, which has been granted, was necessitated by the
relocation of the Company's chief medical consultant to the new facility. Phase
II clinical trials have since resumed and are expected to take 4 t 6 months to
complete. Accordingly, expenditures for staffing and other testing costs will
also resume in the fourth quarter and will continue into the first half of
fiscal 1997.
General and administrative costs were $2,573,163 for the nine months ended July
31, 1996. The increase over the comparable 1995 period was attributable to
Consul-Med, which has invested approximately $355,000 to develop and implement
two new projects. Most of these costs were incurred in the current quarter. The
Pulmonary Rehabilitation Program has been developed and copyrighted by
Consul-Med, which reduces the amount of time pulmonary patients are required to
use supplemental oxygen. Consul-Med also opened the Jacksonville Comprehensive
Outpatient Rehabilitation Facility (CORF), which was approved by Medicare in
April 1996. Presently, both the Jacksonville CORF and Consul-Med's other CORF
located in Delray Beach are fully operational with the Pulmonary Rehabilitation
Program now functioning in both facilities. Patient census is expected to
increase in both facilities as a result of the new program.
These additional business development costs contributed to Consul-Med's third
quarter operating loss of $320,000, and a year-to-date loss of $317,000. Another
factor accounting for the loss was a delay in obtaining JCAHO certification,
which is necessary to secure managed care nursing business. Certification should
be completed in the fourth quarter, at which time Consul-Med anticipates an
increase in revenues from its nurse staffing operations. Consul-Med also began
negotiations in the third quarter to develop and manage a CORF for a major
hospital corporation.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used for operating activities during the nine months ended July 31,
1996 was $941,675, primarily as a result of a net operating loss during the nine
months as well as an increase in Accounts Receivable. Medicare file review and
procedures result in longer collection periods as compared to non-Medicare
insurers, which has a negative impact on cash flows.
During fiscal 1995 the Company raised net proceeds of $1,057,500 from the
private placement of 264,375 units consisting of common stock and warrants. The
warrant is exercisable into one share of common stock at $3.00 per share from
March 22, 1995 to March 22, 2000.
-10-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
At the present time, existing cash reserves and short-term investments are
expected to be sufficient to finance current and forecasted operations for a
period of twelve months from the date hereof. The Company has no commitments at
present which will require significant use of cash. This anticipates the
collection of the note for $450,000 which was made during the current year, but
is currently in default. The Company plans to enforce its rights against the
maker and its guarantors. Failure to collect this amount due would have a
material adverse effect on the Company's capital resources and its ability to
fund the expansion of its business beyond current levels.
IMPACT OF INFLATION
Inflation has not had a material impact on the Company to date.
Item 5. OTHER INFORMATION
In June, 1996 the Company entered into a non-binding letter of intent to acquire
all of the outstanding shares of Innapharma, Inc. a pharmaceutical company and
contract research organization. As part of the transaction, the Company issued
800,000 warrants exercisable at $.50 per share, which was the market price of
the Company's common stock on the date of issuance. The warrants are being held
in escrow subject to the consummation of the above referenced transaction. The
Company is presently performing its due diligence and is working towards
finalizing a contract for merger. However, no assurances can be given that a
definitive contract will be executed or that a closing will occur.
-11-
<PAGE>
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
3(a) - Restated Certificate Of Incorporation and Amendment (a)
to Certificate Of Incorporation
3(b) - Bylaws (a)
4(a) - Form of Common Stock Certificate (a)
4(b) - Warrant Agreement, including form of Warrant (b)
Certificate
10(a) (iv) - Mergers and Acquisitions Agreement with South (b)
Richmond Securities, Inc.
10(a) (vi) - Agreement and Plan of Merger, dated as of (c)
June 21, 1993, by and between TelMed, Inc.,
T.M. Sub #1, Inc., Consul-Med, Inc.,
Marvin L. Finston, M.D. and Alan I. Miller,
M.D.
10(a) (vii) - Employment Agreement between Registrant and (d)
Jeffrey I. Binder.
10(a) (viii) - Stock Option Plan of Registrant. (d)
10(a) (xi) - Employment Agreement between Consul-Med, Inc. (e)
and Alan I. Miller.
10(a) (xii) - Consulting Agreement between Consul-Med, Inc. (e)
and Marvin L. Finston.
10(a) (xiii) - Lease Agreement between Consul-Med of South (e)
Florida, Inc. and HHL Financial Services, Inc.
10(a) (xiv)(A)- Agreement dated as of December 27, 1994, by and (f)
between TelMed, Inc. and Advanced Medical
Systems, Inc.
10(a) (xiv) - Promissory Notes, dated February 21, 1995 and
June 21, 1995, of Extreme Technologies, Inc.
payable to the company. (g)
10(a) (xv) - Assignment Agreement, dated October 1, 1995,
between HMA Investments, Inc. and the Company
with respect to promissory notes of Extreme
Technologies, Inc. (g)
10(a) (xvi) - Promissory Note dated November 6, 1995 of Daniel
Laboratories payable to the company and
Guaranty Agreement of Daniel Diena and
Emmanuel Diena. (g)
21 List of Subsidiaries of Registrant. (e)
- ------------
(a) Incorporated by reference to the corresponding exhibit in the Company's
Registration Statement on Form S-1 (SEC File No. 33-45472).
(b) Incorporated by reference to the corresponding exhibit in the Company's
Report on Form 10-K for the fiscal year ended October 31, 1992.
(c) Incorporated by reference to Exhibit (i) to the Registrant's Report on Form
8-K for June 21, 1993.
(d) Incorporated by reference to the corresponding exhibit in the Company's
Report on Form 10-K for the fiscal year ended October 31, 1993.
- 12 -
<PAGE>
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(e) Incorporated by reference to the corresponding exhibit in the Company's
Report on Form 10-K for the fiscal year ended October 31, 1994.
(f) Incorporated by reference to Exhibit (i) to the Registrant's Report on Form
8K for December 27, 1994.
(g) Incorporated by reference to the corresponding exhibits in the Registrant's
Report on Form 10K for the fiscal year ended October 31, 1995.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed in the quarter for which this report
was filed.
- 13 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TELMED, INC.
Date: September 13, 1996 /s/ JEFFREY I. BINDER
--------------------------------------
Jeffrey I. Binder, Chairman
(Chief Executive Officer)
Date: September 13, 1996 /s/ MITCHELL WALLACE
--------------------------------------
Mitchell Wallace, Principal Financial
Officer
- 14 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> MAY-01-1996
<PERIOD-END> JUL-31-1996
<CASH> 44
<SECURITIES> 0
<RECEIVABLES> 1,172
<ALLOWANCES> 88
<INVENTORY> 0
<CURRENT-ASSETS> 1,353
<PP&E> 208
<DEPRECIATION> 81
<TOTAL-ASSETS> 3,041
<CURRENT-LIABILITIES> 747
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 2,219
<TOTAL-LIABILITY-AND-EQUITY> 3,041
<SALES> 0
<TOTAL-REVENUES> 921
<CGS> 0
<TOTAL-COSTS> 467
<OTHER-EXPENSES> 977
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (520)
<INCOME-TAX> 0
<INCOME-CONTINUING> (520)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (520)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> 0
</TABLE>
