SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ---- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JANUARY 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 January 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.
<PAGE>
PART I FINANCIAL INFORMATION
I N D E X
PAGE
Item 1. Financial Statements
Balance Sheets as of January 31, 1996 and
October 31, 1995 3
Statements of Operations for the three
months ended January 31, 1996 and
January 31, 1995 4
Statements of Cash Flows for the three
months ended January 31, 1996 and
January 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
- 2 -
<PAGE>
<TABLE>
<CAPTION>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
JANUARY 31, OCTOBER 31,
1996 1995
---- ----
<S> <C> <C>
Current Assets
Cash and Cash Equivalents $ 177,013 $ 493,916
Accounts Receivable, Net of Allowance for
Doubtful Accounts of $74,809 and $62,809 935,030 806,967
Due From Affiliates 70,539 49,189
Loan Receivable - Related Party 196,500 196,500
Prepaid Expenses and Other Current Assets 142,382 123,906
----------- -----------
Total Current Assets 1,521,464 1,670,478
Property and Equipment - Net 102,552 99,166
Investment in Debt Securities - Available For Sale 508,272 731,900
Loans Receivable - HMA Investments, Inc. 289,318 289,318
Loans Receivable - 460617 Ontario Ltd. 450,000 -
Investment in General Partnership 300 29,657
Goodwill, Net of Accumulated Amortization
of $59,344 and $50,890 610,214 618,227
Covenant Not To Compete, Net of Accumulated
Amortization of $100,000 and $90,000 100,000 110,000
Other Assets 153,316 181,616
----------- -----------
Total Assets $ 3,735,436 $ 3,730,362
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 193,751 $ 205,962
Accrued Expenses 451,453 367,265
----------- -----------
Total Liabilities 645,204 573,227
----------- -----------
Minority Interest 114,218 102,487
----------- -----------
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 (2,806,871) (2,714,721)
Unrealized Gain In Investment in Securities 93,529 80,013
----------- -----------
Total Stockholders' Equity 2,976,014 3,054,648
----------- -----------
Total Liabilities and Stockholders'
Equity $ 3,735,436 $ 3,730,362
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
- 3 -
<PAGE>
<TABLE>
<CAPTION>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED
------------------
JANUARY 31, JANUARY 31,
1996 1995
---- ----
<S> <C> <C>
Revenues
Service Revenues $ 1,165,571 $ 1,222,679
Interest and Other 20,457 16,116
----------- -----------
Total Revenues 1,186,028 1,238,795
----------- -----------
Costs and Expenses
Cost of Services Provided 513,546 623,680
Research and Development Costs 169 12,884
General and Administrative 752,730 646,640
Interest - 909
----------- -----------
Total Expenses 1,266,445 1,284,113
----------- -----------
Loss Before Minority Interests ( 80,417) ( 45,318)
Minority Interests In
Consolidated Entities ( 11,733) ( 6,826)
----------- -----------
Net Loss $( 92,150) $( 52,144)
=========== ===========
Per Share
Net Loss $( .02) $( .01)
=========== ===========
Weighted Average Shares
Outstanding 4,340,000 3,801,250
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
- 4 -
<PAGE>
<TABLE>
<CAPTION>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS THREE MONTHS
ENDED ENDED
JANUARY 31, JANUARY 31,
1996 1995
------------ -----------
<S> <C> <C>
(Decrease) in Cash and Equivalents:
Cash Flows From Operating Activities:
Net Loss $( 92,150) $( 52,144)
Adjustments To Reconcile Net Loss
To Net Cash Used In Operating
Activities:
Unrealized Gain on Marketable Securities 13,516 -
Depreciation and Amortization 22,808 31,423
(Increase) In Accounts Receivable ( 128,063) ( 56,068)
(Increase) In Due From Affiliates ( 21,350) ( 17,304)
Increase In Minority Interest 11,731 1,459
(Increase) Decrease In Prepaid Expenses
and Other Current Assets ( 18,476) 79,090
(Decrease) Increase In Accounts Payable
and Accrued Expenses 71,977 ( 122,746)
----------- -----------
Net Cash Used In Operating Activities ( 140,007) ( 136,290)
----------- -----------
Cash Flows From Investing Activities:
Decrease In Available For Sale Investments 223,628 65,481
Acquisition Of Equipment ( 8,080) ( 9,189)
Decrease In Other Assets 56,491 5,584
Sale of Investment In General Partnership 29,357 -
Investment In Institute of Health and Healing ( 28,292) -
----------- -----------
Net Cash Provided By Investing
Activities 273,104 61,876
----------- -----------
Cash Flows From Financing Activities:
Loan Receivable - 460617 Ontario Ltd. ( 450,000) -
----------- -----------
(Decrease) In Cash and Cash Equivalents ( 316,903) ( 74,414)
Balance At Beginning Of Period 493,916 855,180
----------- -----------
Balance At End Of Period $ 177,013 $ 780,766
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
- 5 -
<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 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 January 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 three months period ended January 31,
1996 are not necessarily indicative of the results for the entire
fiscal year to end on October 31, 1996.
B. RESTATEMENT
The Company has restated its Consolidated Balance Sheet as of January
31, 1996 to correct the misclassification of a loan to a related party
in the amount of $196,500. The loan was previously recorded as research
and development expenditures, of which $118,000 was expensed in fiscal
1995 and $78,500 recorded as capitalized software costs on the
Company's Consolidated Balance Sheet as of October 31, 1995. The
reclassification on the January 31, 1996 Consolidated Balance Sheet had
the effect of increasing current assets by $196,500, decreasing
Capitalized software costs by $78,500, and increasing Stockholders'
equity by $118,000. The Consolidated Balance Sheet as of October 31,
1995 included in this report has also been amended to reflect these
changes. There was not effect on the Company's Consolidated Statement
of Operations for the three-month period ended January 31, 1996 and
1995.
The Loan Receivable-Related Party of $196,500 represents a
noninterest-bearing loan to an individual who is related to one of the
Company's directors, and who is also a stockholder in 460617 Ontario
Ltd. (See Note F). The loan was repaid in June 1996.
C. 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.; 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.
- 6 -
<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1996
C. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
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 ar charged
directly to earnings. Subsequent increases in value are reflected as a
component of stockholder's equity.
D. ACCOUNTS RECEIVABLE
Bad debt expense was $12,000 and $8,740 for the three months ended
January 31, 1996 and 1995, respectively.
Under existing arrangements, ConsulMed earns a fee of 6% of collections
for management services rendered to the healthcare operations of
ConsulMed's partners in QLCA-Jax.
E. 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. The first
loan, evidenced by a 10% Senior Promissory Note of $100,000 was
scheduled to mature on April 21, 1995. The second loan, evidenced by a
$250,000 note was scheduled to mature on September 19, 1995. Neither
note has been paid to date. The loans are secured by the pledge of
6,500,000 restricted shares of Extreme common stock and 1,028,415 free
trading shares of Extreme common stock owned by principal shareholders
and officer of Extreme. The Company has also obtained the right to vote
such shares as trustee under the terms of a Voting Trust Agreement. The
pledge and voting trust agreements will terminate on the earlier of the
repayment of the Extreme notes, or June 1996.
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.The HMA note was initially payable
in six bi-weekly installments of $48,841 from November 14, 1995 through
January 23, 1996.
- 7 -
<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1996
E. LOAN RECEIVABLE - HMA Investments, Inc. (Continued)
The Company subsequently extended the maturity of the entire note
balance to March 31, 1996. Under terms of the Assignment Agreement, the
Company will retain as security its interest in the two Extreme notes
and its interest as voting trustee under the voting Trust Agreement and
as pledgee of the Extreme shares, until the HMA note is paid in full.
The loan was paid in April 1996.
F. 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.
In July 1996 the Company received a payment of $136,281, representing
the accrued interest due through the date of the payment plus a
principal payment of $100,000, leaving a balance due of $350,000. The
loan was extended under the same terms to October 15, 1996.
G. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
January 31, October 31,
1996 1995
---- ----
Medical equipment $ 19,894 $ 19,894
Office equipment 134,675 126,595
Leasehold improvements 16,039 16,039
---------- ----------
170,608 162,528
Less: Accumulated Depreciation
and Amortization 68,056 63,362
---------- ----------
$ 102,552 $ 99,166
========== ==========
Depreciation expense was $4,694 and $10,078 for the three months ended
January 31, 1996 and 1995, respectively.
H. INVESTMENT IN MARKETABLE DEBT SECURITIES
January 31, 1996 October 31, 1995
Cost Market Cost Market
---- ------ ---- ------
U.S. Government Agency
collateralized mortgage
obligation (CMO), 5.75%,
contractual maturity
August 2003 $ 554,505 $ 508,272 $ 591,104 $ 531,356
U.S. Treasury Bill, 5.27%,
due December 7, 1995 - - 200,544 200,544
---------- ---------- ---------- ----------
$ 554,505 $ 508,272 $ 791,648 $ 731,900
========== ========== ========== ==========
During the three months ended January 31, 1996 the investment recovered
$93,529 in value, which the company has reflected as a credit directly
to stockholders' equity.
- 8 -
<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1996
I. ACCRUED EXPENSES
Accrued Expenses consist of the following:
January 31, October 31,
1996 1995
---- ----
Accrued Insurance Costs $ 139,422 $ 3,587
Accrued Payroll and Payroll Taxes 149,798 252,592
Other 162,233 111,086
---------- ----------
$ 451,453 $ 367,265
========== ==========
J. 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.
K. MAJOR CUSTOMERS
For the three months ended January 31, 1996 and 1995, three customers
accounted for 28%, 16% and 9% and 21%, 20% and 11%, respectively, of
the Company's service revenues.
L. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
January 31, January 31,
1996 1995
---- ----
Interest Paid $ - $ 909
========== ==========
Unrealized Gain In Investment on Securities $ 93,529 $ 24,834
========== ==========
M. 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.
- 9 -
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Three Months Ended January 31, 1996 compared to Three Months Ended January
31, 1995
ConsulMed contributed all of the operating revenue of the Company during the
three months ended January 31, 1996 and 1995. Service revenues of $1,165,571 and
$1,222,679, respectively, represent income from in-home nursing care services
provided. Cost of service provided of $513,546 and $623,680 consists primarily
of payroll and related costs.
Research and development costs were $169 and $12,884 for the three months ended
January 31, 1996 and 1995, respectively. These costs are all related to the
continuing development of the Company's 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. Phase II clinical
trials are expected to take 4 to 6 months and require a high level of staffing.
Consequently expenditures for research and development are expected to increase
at least through fiscal 1996.
General and administrative costs were $752,730 for the three months ended
January 31, 1996. These costs consist of operating expenses incurred by
ConsulMed of $595,075, as well as officer salary, professional fees and general
overhead expenses incurred by the parent Company of $157,655.
Consul-Med Inc. recorded a profit of just under $60,000 for the first quarter
of fiscal year 1996. Consul-Med has now shown a profit in five of the last
six quarters and continued the positive operating results begun over a year
ago.
General and administrative expenses increased over the same period last year as
additional expenses were incurred to begin new businesses in Jacksonville and
South Florida.
Consul-Med's profitability in this quarter was due to the continuing business of
home health nursing and Comprehensive Outpatient Rehabilitation. This was the
first full quarter for te Rehabilitation Center in Delray Beach, Florida which
continues to show strong growth potential as additional services such as
Pulmonary Rehabilitation begins during the latter half of the second quarter.
Consul-Med's knowledge of the Comprehensive Outpatient Rehabilitation field has
enabled it to secure contracts to begin managing other Comprehensive Outpatient
Rehabilitation Facilities. A second Comprehensive Outpatient Rehabilitation
Facility has been opened in Jacksonville, Florida and will be Medicare certified
during the second quarter. The company is continuing its strategic plan to
increase its nursing business in both the Jacksonville area as well as the South
Florida market. In anticipation of the increased nursing business Consul-Med
expects to become JACHO certified which will enable the company to do nursing in
the managed care arena.
Liquidity and Capital Resources
In August, 1992, the Company realized net proceeds of approximately $4,100,000
from a public offering of 500,000 Units at $10.00 per Unit, each consisting of
three shares of Common Stock and one Common Stock Purchase Warrant. Each Warrant
entitles the holder to purchase one share of Common Stock for a period of five
years through August 20, 1997 at a price of $4.00 per share.
Net cash used for operating activities during the three months ended January 31,
1996 was $140,007, primarily as a result of a net operating loss during the
three months as well as an increase in Accounts Receivable and increase in Due
from Affiliates.
- 10 -
<PAGE>
Liquidity and Capital Resources (Continued)
In April, 1995 the Company commenced a private placement of 625,000 units at
$4.00 per unit. Each unit consists of two shares of common stock and one
warrant. The warrant is exercisable into one share of common stock at $3.00 per
share from March 22, 1995 to March 22, 2000. If all the units are sold, the
Company will realize approximately $2,493,000 in net proceeds. On April 17,
1995, the Company sold 264,375 units for net proceeds of $1,057,500. The
offering expired.
Existing cash reserves and short-term investments are expected to be sufficient
to finance current and forecasted operations for a period of between twelve and
eighteen months from the date hereof. The Company has no commitments at present
which will require significant use of cash.
Impact of Inflation
Inflation has not had a material impact on the Company to date.
- 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.
(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.
- 12 -
<PAGE>
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
- ------------------------------------------
(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: August 21, 1996 /S/ Jeffrey I. Binder
------------------------------------
Jeffrey I. Binder, Chairman
(Chief Executive Officer)
Date: August 21, 1996 /S/ Mitchell Wallace
------------------------------------
Mitchell Wallace, Principal Financial
Officer
- 14 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> JAN-31-1996
<CASH> 177
<SECURITIES> 0
<RECEIVABLES> 1,010
<ALLOWANCES> 75
<INVENTORY> 0
<CURRENT-ASSETS> 1,522
<PP&E> 171
<DEPRECIATION> 68
<TOTAL-ASSETS> 3,735
<CURRENT-LIABILITIES> 645
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 2,972
<TOTAL-LIABILITY-AND-EQUITY> 3,735
<SALES> 0
<TOTAL-REVENUES> 1,186
<CGS> 0
<TOTAL-COSTS> 513
<OTHER-EXPENSES> 765
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (92)
<INCOME-TAX> 0
<INCOME-CONTINUING> (92)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (92)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> 0
</TABLE>
