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 April 30, 1996
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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
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TELMED, INC.
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(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 April 30, 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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<PAGE>
PART I FINANCIAL INFORMATION
I N D E X
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Page
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Item 1. Financial Statements
Balance Sheets as of April 30, 1996 and
October 31, 1995 3
Statements of Operations for the three
and six months ended April 30, 1996 and
April 30, 1995. 4
Statements of Cash Flows for the six
months ended April 30, 1996 and
April 30, 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>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
------
APRIL 30, OCTOBER 31,
1996 1995
---- ----
<S> <C> <C>
Current Assets
Cash and Cash Equivalents $ 290,443 $ 493,916
Accounts Receivable, Net of Allowance for
Doubtful Accounts of $92,558 and $62,809 1,103,250 806,967
Due From Affiliates 24,089 49,189
Prepaid Expenses and Other Current Assets 198,837 123,906
----------- -----------
Total Current Assets 1,616,619 1,473,978
Property and Equipment - Net 118,721 99,166
Investment in Debt Securities - Available For Sale 218,071 731,900
Loans Receivable - HMA Investments, Inc. - 289,318
Loans Receivable - 46061 Ontario Ltd. 450,000 -
Capitalized Software 65,417 78,500
Investment in General Partnership 300 29,657
Goodwill, Net of Accumulated Amortization
of $67,358 and $50,890 602,200 618,227
Covenant Not To Compete, Net of Accumulated
Amortization of $110,000 and $90,000 90,000 110,000
Other Assets 233,429 181,616
----------- -----------
Total Assets $ 3,394,757 $ 3,612,362
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts Payable $ 374,961 $ 205,962
Accrued Expenses 339,839 367,265
----------- -----------
Total Liabilities 714,800 573,227
----------- -----------
Minority Interest 75,022 102,487
----------- -----------
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 (3,193,655) (2,832,721)
Unrealized Gain In Investment in Securities 109,234 80,013
----------- -----------
Total Stockholders' Equity 2,604,935 2,936,648
--------- ---------
Total Liabilities and Stockholders'
Equity $ 3,394,757 $ 3,612,362
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
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<PAGE>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
APRIL 30, APRIL 30, APRIL 30, APRIL 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Service Revenues $ 1,127,442 $ 1,171,520 $ 2,293,014 $ 2,394,199
Interest and Other 13,705 16,810 34,162 32,927
----------- ----------- ----------- -----------
Total Revenues 1,141,147 1,188,330 2,327,176 2,427,126
----------- ----------- ----------- -----------
Costs and Expenses
Cost of Services Provided 518,363 594,355 1,031,908 1,218,034
Research and Development Costs - 14,762 169 27,646
Clinical Testing Costs 16,519 - 27,618 -
General and Administrative 867,796 712,431 1,609,428 1,359,072
Interest - 338 - 1,248
----------- ----------- ----------- -----------
Total Expenses 1,402,678 1,321,886 2,669,123 2,606,000
----------- ----------- ----------- -----------
Loss Before Minority Interests ( 261,531) ( 133,556) ( 341,947) ( 178,874)
Minority Interests In
Consolidated Entities ( 7,253) ( 31,570) ( 18,987) ( 38,396)
----------- ----------- ----------- -----------
Net Loss $( 268,784) $( 165,126) $( 360,934) $( 217,270)
=========== =========== =========== ===========
Per Share
Net Loss $( .06) $( .04) $( .08) $( .06)
=========== =========== =========== ===========
Weighted Average Shares
Outstanding 4,340,000 3,884,424 4,340,000 3,842,130
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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<PAGE>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
APRIL 30, APRIL 30,
1996 1995
---- ----
<S> <C> <C>
(Decrease) in Cash and Equivalents:
Cash Flows From Operating Activities:
Net Loss $( 360,934) $( 217,270)
Adjustments To Reconcile Net Loss
To Net Cash Used In Operating
Activities:
Unrealized Gain on Marketable Securities 29,221 -
Depreciation and Amortization 59,859 57,539
(Increase) In Accounts Receivable ( 296,283) ( 205,887)
(Increase) Decrease In Due From Affiliates 25,100 ( 6,253)
Increase (Decrease) In Minority Interest ( 27,465) 32,969
(Increase) Decrease In Prepaid Expenses and
Other Current Assets ( 74,931) 79,907
Increase (Decrease) In Accounts Payable
and Accrued Expenses 141,573 ( 118,665)
----------- -----------
Net Cash Used In Operating Activities ( 503,860) ( 377,660)
----------- -----------
Cash Flows From Investing Activities:
Decrease In Available For Sale Investments 513,829 108,277
Acquisition Of Equipment ( 30,100) ( 305,689)
(Increase) In Other Assets ( 52,017) ( 90,662)
Sale of Investment In General Partnership 29,357 -
----------- -----------
Net Cash Provided By Investing
Activities 461,069 ( 288,074)
----------- -----------
Cash Flows From Financing Activities:
Proceeds From Private Placement - 1,057,500
Loan Receivable - 46061 Ontario Ltd. ( 450,000) -
Proceeds From Loan Receivable -
HMA Investment, Inc. 289,318 -
----------- -----------
Net Cash Provided By (Used In) Financing
Activities ( 160,682) 1,057,500
----------- -----------
Increase (Decrease) In Cash and Cash
Equivalents ( 203,473) 391,766
Balance At Beginning Of Period 493,916 855,180
----------- -----------
Balance At End Of Period $ 290,443 $ 1,246,946
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
- 5 -
<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 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 April 30, 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 six months period ended April 30, 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. Portable Fetal
Monitor, Inc. (PFM) has not had any accounting activity since its
acquisition by the Company and does not presently have assets or
liabilities.
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
APRIL 30, 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 ar charged
directly to earnings. Subsequent increases in value are reflected as a
component of stockholder's equity.
Capitalized Software Costs
--------------------------
Certain software costs incurred in connection with the development of
the Company's portable fetal monitor have been capitalized as provided
under SFAS No. 86, "Computer Software to be Sold, Leased or Otherwise
Marketed". These costs will be amortized on either a straight line
basis over the remaining estimated economic life of the product, or the
ratio that current gross revenues for the product bear to the total of
current and anticipated future gross revenues for the product,
whichever method produces the greater amount.
C. ACCOUNTS RECEIVABLE
Bad debt expense was $29,700 and $8,740 for the six months ended April
30, 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.
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. 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. 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. During the six months ended April 30, 1996, this note was
paid in full.
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<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 1996
E. LOANS RECEIVABLE - 46061 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 due in May 1996, bears interest at the rate of
10.75% per annum, and is guaranteed by the board member and his
brother, who is also a stockholder of the borrower. The loan is
presently in default and the holder has requested an extension of time
until August 1, 1996 for payment, plus accrued interest. The Board of
Directors is presently considering the granting of such extension.
F. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
April 30, October 31,
1996 1995
---- ----
Office equipment $ 136,695 $ 126,595
Medical equipment 39,894 19,894
Leasehold improvements 16,039 16,039
---------- ----------
192,628 162,528
Less: Accumulated Depreciation
and Amortization 73,907 63,362
---------- ----------
$ 118,721 $ 99,166
========== ==========
Depreciation expense was $6,665 and $19,056 for the six months ended
April 30, 1996 and 1995, respectively.
G. INVESTMENT IN MARKETABLE DEBT SECURITIES
<TABLE>
<CAPTION>
April 30, 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 $ 284,600 $ 218,071 $ 591,104 $ 531,356
U.S. Treasury Bill, 5.27%,
due December 7, 1995 - - 200,544 200,544
---------- ---------- ---------- ----------
$ 284,600 $ 218,071 $ 791,648 $ 731,900
========== ========== ========== ==========
During the six months ended April 30, 1996 and 1995, the investment
recovered $109,234 and $51,799, respectively in value, which the company
has reflected as a credit directly to stockholders' equity.
</TABLE>
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<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 1996
H. ACCRUED EXPENSES
Accrued Expenses consist of the following:
April 30, October 31,
1996 1995
---- ----
Accrued Insurance Costs $ 137,689 $ 3,587
Accrued Payroll and Payroll Taxes 133,522 252,592
Other 68,628 111,086
---------- ----------
$ 339,839 $ 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.
J. MAJOR CUSTOMERS
For the six months ended April 30, 1996 and 1995, three customers
accounted for 26%, 20% and 4% and 22%, 20% and 13%, respectively, of
the Company's service revenues.
K. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
April 30, April 30,
1996 1995
---- ----
<S> <C> <C>
Interest Paid $ - $ 1,248
========== ==========
Unrealized Gain In Investment on Securities $ 109,234 $ 51,799
========== ==========
</TABLE>
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, and the Company
expects to apply shortly to the FDA in order to begin 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
---------------------------------------------
Six Months Ended April 30, 1996 compared to Six Months Ended April 30, 1995
ConsulMed contributed all of the operating revenue of the Company during the six
months ended April 30, 1996 and 1995. Service revenues of $2,293,014 and
$2,394,199, respectively, represent income from in-home nursing care services
provided. Cost of service provided of $1,031,908 and $1,218,034 consists
primarily of payroll and related costs.
Research and development costs were $169 and $27,646 for the six months ended
April 30, 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 six
months ended April 30, 1996. Phase II clinical trials are expected to take 4 to
6 months and require a high level of staffing. Consequently expenditures for
clinical testing are expected to increase at least through fiscal 1996.
General and administrative costs were $1,609,428 for the six months ended April
30, 1996. These costs consist of operating expenses incurred by ConsulMed of
$1,252,981, as well as officer salary, professional fees and general overhead
expenses incurred by the parent Company of $356,447.
Consul-Med Inc. recorded a loss of just over $56,000 for the second quarter of
fiscal year 1996, leaving a year to date profit of just under $4,000. This loss
was the first quarterly loss since 1994. These losses, however, were expected as
Consul-Med has geared up for the increased nursing business due to begin during
the third quarter.
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 loss in this quarter was due to the cost of starting new home
health nursing ventures in both Jacksonville and South Florida. Both of
Consul-Med's Comprehensive Out Patient Rehabilitation Facilities became fully
operational, with the Facility in Jacksonville becoming Medicare certified late
in the quarter. Pulmonary Rehabilitation services at the Delray Beach facility
began in earnest adding significantly to revenues. Pulmonary Rehabilitation
services should be fully in place at the Jacksonville facility in the middle of
the third quarter. Managed care Nursing contracts signed during the second
quarter are expected to begin increasing Nursing visits early in the third
quarter in both Jacksonville and South Florida. It is expected that during the
third quarter, contracts will be signed to provide highly profitable Medicaid
Nursing visits to children in the South Florida area. Medicaid Nursing contracts
for children is also being sought after in Jacksonville. This is a specialized
field in which Consul-Med has begun the process of JCAHO certification which is
necessary to secure the managed care business.
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 six months ended April 30,
1996 was $503,860, primarily as a result of a net operating loss during the six
months as well as an increase in Accounts Receivable.
- 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 twelve 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.
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<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: June 18, 1996 /S/ JEFFREY I. BINDER
---------------------
Jeffrey I. Binder, Chairman
(Chief Executive Officer)
Date: June 18, 1996 /S/ MITCHELL WALLACE
--------------------
Mitchell Wallace, Principal Financial
Officer
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