---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 **September 30, 2008**

or

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

For the transition period from
_____________________________ to _____________________________

Commission File Number 333-152439

HEALTHMED SERVICES LTD.(Exact name of registrant as specified in
its charter)

|Nevada                                                               | N/A                              
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|1905 South Eastern Avenue, Las Vegas, Nevada                         | 89104                            
|(Address of principal executive offices)                             | (Zip Code)                       

480.229.3668(Registrants telephone number,
including area code)

N/A(Former name, former address
and former fiscal year, 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. [X] YES   
 [   ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

Large accelerated filer [   ]
    
    Accelerated
      filer                
      [   ]Non-accelerated filer   [   ]
    (Do not check if a smaller
      reporting company)
    Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act [X] YES  
 [   ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after
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.6,070,000 common shares issued and outstanding as of November 7, 2008

---

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

These financial statements have been prepared by Healthmed
Services Ltd. without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted in accordance
with such SEC rules and regulations. In the opinion of management, the
accompanying statements contain all adjustments necessary to present fairly the
financial position of our company as of September 30, 2008, and our results of
operations, and our cash flows for the nine month period ended September 30,
2008. The results for these interim periods are not necessarily indicative of
the results for the entire year. The accompanying financial statements should be
read in conjunction with the financial statements and the notes thereto filed as
a part of our companys Form S-1.

---

HEALTHMED SERVICES LTD

(Development Stage Company)

Balance Sheets 
  (Unaudited)

|                                           |   | September 30, |   |   | December 31, |  
|------------------------------------------ | - | ------------- | - | - | ------------ | -
|                                           |   | 2008          |   |   | 2007         |  
|                                           |   |               |   |   |              |  
|**ASSETS**                                 |  
|                                           |   |               |   |   |              |  
|Current Assets                             |   |               |   |   |              |  
|                                           |   |               |   |   |              |  
|Cash                                       | $ | 7,651         |   | $ | 16,520       |  
|                                           |   |               |   |   |              |  
|Total Assets                               | $ | 7,651         |   | $ | 16,520       |  
|                                           |   |               |   |   |              |  
|LIABILITIES AND
      STOCKHOLDERS' EQUITY |  
|                                           |   |               |   |   |              |  
|Liabilities                                |   |               |   |   |              |  
|                                           |   |               |   |   |              |  
|Accounts Payable                           | $ | -             |   | $ | -            |  
|                                           |   |               |   |   |              |  
|Total Liabilities                          |   | -             |   |   | -            |  
|                                           |   |               |   |   |              |  
|Stockholders' Equity                       |   |               |   |   |              |  
|                                           |   |               |   |   |              |  
|Common Stock, authorized                   |   |               |   |   |              |  
|25,000,000 shares,
      par value         |   |               |   |   |              |  
|$0.001, issued and outstanding on          |   |               |   |   |              |  
|September 30, 2008
      and December 31,  |   |               |   |   |              |  
|2007 is 6,070,000 and 6,070,000            |   |               |   |   |              |  
|respectively                               |   | 6,072         |   |   | 6,072        |  
|                                           |   |               |   |   |              |  
|Paid in Capital                            |   | 163,778       |   |   | 143,778      |  
|                                           |   |               |   |   |              |  
|Subscriptions
      Receivable             |   | -             |   |   | -            |  
|                                           |   |               |   |   |              |  
|Deficit
      Accumulated During the       |   |               |   |   |              |  
|Development Stage                          |   | (162,199      | ) |   | (133,330     | )
|                                           |   |               |   |   |              |  
|Total Stockholders' Equity                 |   | 7,651         |   |   | 16,520       |  
|                                           |   |               |   |   |              |  
|Total Liabilities and Stockholders' Equity | $ | 7,651         |   | $ | 16,520       |  

The accompanying notes are an integral part of these statements

---

HEALTHMED SERVICES LTD

(Development Stage Company)

Statements of Operations (Unaudited)

September 14,Three Months Ended
      
      
      Nine Months Ended
      
      
      2000 (Inception)September
        30,
      
      
      September
        30,
      
      
      to September 30,2008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Revenue
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -ExpensesGeneral and Administrative
      
      2,231
      
      
      2,300
      
      
      3,642
      
      
      6,268
      
      
      27,172Professional Fees
      
      3,150
      
      
      -
      
      
      16,800
      
      
      2,165
      
      
      38,000Consulting Fees
      
      7,177
      
      
      -
      
      
      8,427
      
      
      -
      
      
      97,027Total Expenses
      
      12,558
      
      
      2,300
      
      
      28,869
      
      
      8,433
      
      
      162,199Net (Loss) Before Taxes
      
      (12,558
      )
      
      (2,300
      )
      
      (28,869
      )
      
      (8,433
      )
      
      (162,199
      )Provision for Income
        Tax
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Net (Loss)
      $
      (12,558
      )
      $
      (2,300
      )
      $
      (28,869
      )
      $
      (8,433
      )
      $
      (162,199
      )Basic and Diluted(Loss) per Share
      
      a
      
      
      a
      
      
      a
      
      
      aWeighted AverageNumber of Shares
      
      6,070,000
      
      
      6,070,000
      
      
      6,070,000
      
      
      6,070,000


a = Less than ($0.01) per share

The accompanying notes are an integral part of these notes

---

HEALTHMEDSERVICESLTD

(Development Stage Company)

Statement of Stockholders Equity(Unaudited)

September 14, 2000 Inception to September 30, 2008

|                                 |   | Price     |  |  | Common
      Stock |  |   | Paid in |  |   | Subscriptions |  |   | Accumulated |  |   | Total   |  
|-------------------------------- | - | --------- |  |  | ------------------ |  | - | ------- |  | - | ------------- |  | - | ----------- |  | - | ------- | -
|                                 |   | Per Share |  |  | Shares             |  |   | Amount  |  |   | Capital       |  |   | Receivable  |  |   | Deficit |  
|                                 |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|Balance, September 14, 2000      |   | -         |  |  | -                  |  | $ | -       |  | $ | -             |  | $ | -           |  | $ | -       |  
|                                 |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|Contributed Capital              |   |           |  |  |                    |  |   |         |  |   | 100           |  |   |             |  |   |         |  
|Net (Loss)                       |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   | (1,411  | )
|                                 |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|Balance, December 31, 2000       |   |           |  |  | -                  |  |   | -       |  |   | 100           |  |   | -           |  |   | (1,411  | )
|                                 |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|Net (Loss)                       |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   | (200    | )
|                                 |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|Balance, December 31, 2001       |   |           |  |  | -                  |  |   | -       |  |   | 100           |  |   | -           |  |   | (1,611  | )
|                                 |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|Net (Loss)                       |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   | (400    | )
|                                 |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|Balance, December 31, 2002       |   |           |  |  | -                  |  |   | -       |  |   | 100           |  |   | -           |  |   | (2,011  | )
|Common Shares issued to          |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|founders for cash April 20, 2003 | $ | 0.002     |  |  | 3,000,000          |  |   | 3,000   |  |   | 4,000         |  |   |             |  |   |         |  
|Common Shares issued for         |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|cash in private placement        |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|October 1, 2003                  | $ | 0.017     |  |  | 1,500,000          |  |   | 1,500   |  |   | 23,500        |  |   |             |  |   |         |  
|                                 |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|Net (Loss)                       |   |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   | (29,936 | )

---

|                                 |   | Price     |  |  | Common
      Stock |  |  | Paid in |  |  | Subscriptions |  |  | Accumulated |   |  | Total   |  
|-------------------------------- | - | --------- |  |  | ------------------ |  |  | ------- |  |  | ------------- |  |  | ----------- | - |  | ------- | -
|                                 |   | Per Share |  |  | Shares             |  |  | Amount  |  |  | Capital       |  |  | Receivable  |   |  | Deficit |  
|Balance, December 31, 2003       |   |           |  |  | 4,500,000          |  |  | 4,500   |  |  | 27,600        |  |  | -           |   |  | (31,947 | )
|                                 |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|Common Shares issued for         |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|cash in private placement        |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|on November 3, 2004              | $ | 0.20      |  |  | 22,500             |  |  | 23      |  |  | 4,477         |  |  |             |   |  |         |  
|on November 4, 2004              | $ | 0.20      |  |  | 22,500             |  |  | 23      |  |  | 4,477         |  |  |             |   |  |         |  
|on December 27, 2004             | $ | 0.20      |  |  | 125,000            |  |  | 125     |  |  | 24,875        |  |  |             |   |  |         |  
|Common Shares issued for service | $ | 0.20      |  |  | 12,500             |  |  | 13      |  |  | 2,487         |  |  |             |   |  |         |  
|Contributed Capital              |   |           |  |  |                    |  |  |         |  |  | 6,250         |  |  |             |   |  |         |  
|                                 |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|Net (Loss)                       |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  | (22,571 | )
|                                 |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|Balance, December 31, 2004       |   |           |  |  | 4,682,500          |  |  | 4,684   |  |  | 70,166        |  |  | -           |   |  | (54,518 | )
|                                 |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|Common Shares Subscribed         |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|in 504 offering                  | $ | 0.04      |  |  | 1,088,500          |  |  | 1,089   |  |  | 42,451        |  |  | (43,540     | ) |  |         |  
|Contributed Capital              |   |           |  |  |                    |  |  |         |  |  | 25,000        |  |  |             |   |  |         |  
|                                 |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|Net (Loss)                       |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  | (39,199 | )
|                                 |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|Balance, December 31, 2005       |   |           |  |  | 5,771,000          |  |  | 5,773   |  |  | 137,617       |  |  | (43,540     | ) |  | (93,717 | )
|                                 |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|Common Shares Issued and Cash    |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|received in 504 offering net of  |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|$5,500 offering costs            | $ | 0.04      |  |  | 299,000            |  |  | 299     |  |  | 6,161         |  |  | 43,540      |   |  |         |  
|                                 |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  |         |  
|Net (Loss)                       |   |           |  |  |                    |  |  |         |  |  |               |  |  |             |   |  | (29,095 | )

---

|                            |  | Price     |  |  | Common
      Stock |  |   | Paid in |  |   | Subscriptions |  |   | Accumulated |  |   | Total    |  
|--------------------------- |  | --------- |  |  | ------------------ |  | - | ------- |  | - | ------------- |  | - | ----------- |  | - | -------- | -
|                            |  | Per Share |  |  | Shares             |  |   | Amount  |  |   | Capital       |  |   | Receivable  |  |   | Deficit  |  
|                            |  |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |          |  
|Balance, December 31, 2006  |  |           |  |  | 6,070,000          |  |   | 6,072   |  |   | 143,778       |  |   | -           |  |   | (122,812 | )
|                            |  |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |          |  
|Net (Loss)                  |  |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   | (10,518  | )
|                            |  |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |          |  
|Balance, December 31, 2007  |  |           |  |  | 6,070,000          |  |   | 6,072   |  |   | 143,778       |  |   | -           |  |   | (133,330 | )
|                            |  |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |          |  
|Contributed Capital         |  |           |  |  |                    |  |   |         |  |   | 20,000        |  |   |             |  |   |          |  
|                            |  |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |          |  
|Net (Loss)                  |  |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   | (28,869  | )
|                            |  |           |  |  |                    |  |   |         |  |   |               |  |   |             |  |   |          |  
|Balance, September 30, 2008 |  |           |  |  | 6,070,000          |  | $ | 6,072   |  | $ | 163,778       |  | $ | -           |  | $ | (162,199 | )

On October 2, 2003 the Company executed a 3 to 1 forward stock
split and on October 15, 2005 executed a 1:2 reverse stock split.

These splits have been retroactively applied to this schedule
including the impact on price per share.

The accompanying notes are an integral part of these statements

---

HEALTHMED SERVICES LTD(Development Stage Company)
Statements of Cash Flows (Unaudited)

September 14,Three Months Ended
      
      
      Nine Months Ended
      
      
      2000 (Inception)September
        30,
      
      
      September
        30,
      
      
      to September 30,2008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Operating ActivitiesNet (Loss)
      $
      (12,558
      )
      $
      (2,300
      )
      $
      (28,869
      )
      $
      (8,433
      )
      $
      (162,199
      )Increase in Accounts PayableDecrease in Accounts
        Payable
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Decrease in Loans Payable
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Net Cash (Used) by Operating Activities
      
      (12,558
      )
      
      (2,300
      )
      
      (28,869
      )
      
      (8,433
      )
      
      (162,199
      )Financing ActivitiesProceeds from contributed Capital
      
      10,000
      
      
      
      
      
      - 20,000
      
      
      -
      
      
      45,000Proceeds from sale of
        Common Stock
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      124,850Cash Provided by Financing Activities
      
      10,000
      
      
      
      
      
      - 20,000
      
      
      -
      
      
      169,850Net Increase in Cash
      
      (2,558
      )
      
      (2,300
      )
      
      (8,869
      )
      
      (8,433
      )
      
      7,651Cash, Beginning of Period
      
      10,209
      
      
      20,905
      
      
      16,520
      
      
      27,038
      
      
      -Cash, End of Period
      $
      7,651
      
      $
      18,605
      
      $
      7,651
      
      $
      18,605
      
      $
      7,651Supplemental Information:Interest Paid
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Income Taxes Paid
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -


The accompanying notes are an integral part of these statements

4

---

Healthmed Services, LTD.(A Development Stage
Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS (September 30,
2008 and December 31, 2007)

NOTE
1.               
GENERAL ORGANIZATION AND BUSINESS

Telemax Communications, Inc, (A Development Stage Company) was
incorporated on September 14, 2000 under the laws of the State of Nevada. On
July 14, 2003 Telemax Communications, Inc, changed its name to Healthmed
Services, LTD (The Company). It has no operations and in accordance with SFAS #7
is considered to be in the development stage.

NOTE
2.               
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis

These financial statements are prepared on the accrual basis of
accounting in conformity with accounting principles generally accepted in the
United States of America.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash
equivalents include all highly liquid investments with maturity of three months
or less.

Earnings (Loss) per Share

The basic earnings (loss) per share are calculated by dividing
the Companys net income available to common shareholders by the weighted
average number of common shares outstanding during the year. The diluted
earnings (loss) per share are calculated by dividing the Companys net income
(loss) available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted as of the
first of the year for any potentially dilutive debt or equity. There are no
diluted shares outstanding.

Dividends

The Company has not adopted any policy regarding payment of
dividends. No dividends have been paid during the period shown.

Income Taxes

The Company provides for income taxes under Statement of
Financial Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No.
109 requires the use of an asset and liability approach in accounting for income
taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be
realized. No provision for income taxes is included in the statement due to its
immaterial amount, net of the allowance account, based on the likelihood of the
Company to utilize the loss carry-forward

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the

4

---

reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Net Income Per Common Share

Net income (loss) per common share is computed based on the
weighted average number of common shares outstanding and common stock
equivalents, if not anti-dilutive. The Company has not issued any potentially
dilutive common shares.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the
Company has not yet adopted any policy regarding the recognition of revenue or
cost.

NOTE
3.               
INCOME TAXES:

The Company provides for income taxes under Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS
No. 109 requires the use of an asset and liability approach in accounting for
income taxes. Deferred tax assets and liabilities are recorded based on the
differences between the financial statement and tax bases of assets and
liabilities and the tax rates in effect currently.

SFAS No. 109 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be
realized. In the Companys opinion, it is uncertain whether they will generate
sufficient taxable income in the future to fully utilize the net deferred tax
asset. Accordingly, a valuation allowance equal to the deferred tax asset has
been recorded. The total deferred tax asset is $29,333 which is calculated by
multiplying a 22% estimated tax rate by the cumulative NOL of $133,330. The
total valuation allowance is a comparable $29,333. Details for the last three
years follow:

|Year Ended December 31 |   | 2007   |   |   | 2006   |   |   | 2005   |  
|---------------------- | - | ------ | - | - | ------ | - | - | ------ | -
|Deferred Tax Asset     | $ | 2,314  |   | $ | 6,579  |   | $ | 8,624  |  
|Valuation Allowance    |   | (2,314 | ) |   | (6,579 | ) |   | (8,624 | )
|Current Taxes Payable  |   | 0.00   |   |   | 0.00   |   |   | 0.00   |  
|Income Tax Expense     | $ | 0.00   |   | $ | 0.00   |   | $ | 0.00   |  

Below is a chart showing the estimated corporate federal net
operating loss (NOL) and the year in which it will expire.

| | Year      |   | Amount  |  |  | Expiration | 
| | --------- | - | ------- |  |  | ---------- | 
| | 2000      | $ | 1,805   |  |  | 2020       | 
| | 2001      |   | 92      |  |  | 2021       | 
| | 2002      |   | 114     |  |  | 2022       | 
| | 2003      |   | 29,936  |  |  | 2023       | 
| | 2004      |   | 22,571  |  |  | 2024       | 
| | 2005      |   | 39,199  |  |  | 2025       | 
| | 2006      |   | 29,095  |  |  | 2026       | 
| | 2007      |   | 10,518  |  |  | 2027       | 
| | Total NOL | $ | 133,330 |  |  |            | 

The Company has filed no income tax returns since inception.

5

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NOTE
4.               
STOCKHOLDERS EQUITY

Common Stock

On December 5, 2002 the company received $100 contributed
capital from its founder.

On April 20, 2003, the Company issued 2,000,000 pre-split
shares of its $0.001 par value common stock for $7,000 cash to the founders of
the Company.

On September 22, 2003, the Company completed an unregistered
private offering under the Securities Act of 1933, as amended. Relying upon the
exemption from registration afforded by sections 4(2) and 3(b) and regulation D
promulgated there under. The Company sold 1,000,000 shares of its $0.001 par
value common stock at a price of $0.025 per share for $25,000 cash.

On October 1, 2003, the Company executed a 3 to 1 forward stock
split. The Outstanding shares increased from 3,000,000 shares to 9,000,000
shares. The statement of stockholders equity retroactively reflects the impact
of this split.

On November 3, November 4 and December 27, 2004 the company
issued 45,000 shares, 45,000 shares and 250,000 shares respectively of its
$0.001 par value common stock at $0.10 per share for $34,000 cash. These shares
were also issued in an unregistered private offering as described above.

On November 3, 2004 the company issued 25,000 shares for
consulting services valued at $2,500. During the year 2004 the Company also
received $6,250 cash in contributed capital from its founder. On March 11, 2005
the Company received $25,000 cash in contributed capital from its founder.

On October 15, 2005 the company executed a 1:2 reverse stock
split leaving a balance of 4,682,500 shares outstanding prior to the 504
offering. The Statement of Stockholders Equity retroactively reflects the
impact of this split.

During November and December 2005 the company received
subscriptions for 1,088,500 common shares of stock for $43,540 subscriptions
receivable in a Regulation 504 offering.

On January 25, 2006 the Company issued and additional 299,000
common shares at $0.04 per share in a Regulation 504 offering. The Company
received $50,000 cash (net of $5,500 offering costs) that included receipt for
payment of the $43,540 subscriptions receivable and an additional $6,460.

On June 16, 2008 the Company received $10,000 cash in
contributed capital from its founder.

On August 21, 2008 the Company received $10,000 cash in
contributed capital from its founder.

NOTE
5.               
RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

6

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NOTE
6.               
GOING CONCERN

The accompanying financial statements have been prepared
assuming that the company will continue as a going concern. As discussed in the
notes to the financial statements, the Company has no established source of
revenue. This raises substantial doubt about the Companys ability to continue
as a going concern. Without realization of additional capital, it would be
unlikely for the Company to continue as a going concern. The financial
statements do not include any adjustments that might result from this
uncertainty.

The Companys activities to date have been supported by equity
financing. It has sustained losses in all previous reporting periods with an
inception to date loss of $162,199. Management continues to seek funding from
its shareholders and other qualified investors to pursue its business plan. In
the alternative, the Company may be amenable to a sale, merger or other
acquisition in the event such transaction is deemed by management to be in the
best interests of the shareholders.

NOTE
7.               
THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent Statement of Financial
Accounting Standards (SFAS) issued by the Financial Accounting Standards Board
(FASB) SFAS 157-163 and their effect on the Company.

Statement No. 157  Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements, to clarify how to measure fair value and to expand disclosures
about fair value measurements. The expanded disclosures include the extent to
which companies measure assets and liabilities at fair value, the information
used to measure fair value, and the effect of fair value on earnings and is
applicable whenever other standards require (or permit) assets and liabilities
to be measured at fair value. SFAS 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and interim periods
within those fiscal years.

The adoption of this new Statement has not had a material
effect on the Companys current financial position, results or operations, or
cash flows.

Statement No. 158 Employers Accounting for Defined
Benefit Pension and Other Postretirement Plansan amendment of FASB Statements
No. 87, 88, 106, and 132(R)

In September 2006, the FASB issued SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plansan
amendment of FASB Statements No. 87, 88, 106, and 132(R).To improve
financial reporting by requiring an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan (other than a
multiemployer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the
changes occur through comprehensive income of a business entity or changes in
unrestricted net assets of a not-for-profit organization. This Statement also
improves financial reporting by requiring an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with limited exceptions.

The adoption of this new Statement has no material effect on
the Companys current financial position, results or operations, or cash
flows.

Statement No. 159 The Fair Value Option for
Financial Assets and Financial LiabilitiesIncluding an amendment of FASB
Statement No. 115

In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial LiabilitiesIncluding an
amendment of FASB Statement No. 115.This standard permits an entity to
choose to measure many financial instruments and certain other items at fair
value. This option is available to all entities. Most of the provisions in FAS
159 are elective; however, an amendment to FAS 115 Accounting for Certain
Investments in Debt and Equity Securities applies to all entities with available
for sale or trading securities. Some requirements

7

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apply differently to entities that do not report net income.
SFAS No. 159 is effective as of the beginning of an entities first fiscal year
that begins after November 15, 2007. Early adoption is permitted as of the
beginning of the previous fiscal year provided that the entity makes that choice
in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.

Adoption of this pronouncement has not had a material effect on
the Companys consolidated financial statements.

Statement No. 141 (revised 2007) Business Combinations

In December 2007, the FASB revised SFAS No. 141 (revised 2007),
Business Combinations.This revision changes the way the minority
interest in a company is measured, recorded and reported in the parent companies
financial statements to the end that a statement user can better evaluate the
nature and financial effects of the business combination. The Company will adopt
this statement beginning March 1, 2009.

It is not believed that this will have an impact on the
Companys consolidated financial position, results of operations or cash flows.

Statement No. 160 Noncontrolling Interests in
Consolidated Financial Statementsan amendment of ARB No. 51

In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statementsan amendment of
ARB No. 51.A noncontrolling interest, sometimes called a minority interest,
is the portion of equity in a subsidiary not attributable, directly or
indirectly, to a parent. The objective of this Statement is to improve the
relevance, comparability, and transparency of the financial information that a
reporting entity provides in its consolidated financial statements related to
the noncontrolling or minority interest.

The Company will adopt this statement beginning March 1, 2009.
It is not believed that this will have an impact on the Companys consolidated
financial position, results of operations or cash flows.

Statement No. 161 Disclosures about Derivative
Instruments and Hedging Activitiesan amendment to FASB No. 133

In March 2008, the FASB, issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activitiesan amendment of FASB
Statement No. 133. This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged.

The Company has not yet adopted the provisions of SFAS No. 161,
but does not expect it to have a material impact on its consolidated financial
position, results of operations or cash flows.

Statement No. 162 The Hierarchy of Generally
Accepted Accounting Principles

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles. SFAS No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative category
will prevail. SFAS No. 162 will become effective 60 days after the SEC approves
the PCAOBs amendments to AU Section 411 of the AICPA Professional Standards.

SFAS No. 162 has no effect on the Companys financial position,
statements of operations, or cash flows at this time.

Statement No. 163 Accounting for Financial
Guarantee Insurance Contracts  and interpretation of FASB Statement No. 60

8

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In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 163, Accounting for Financial Guarantee Insurance
Contracts-and interpretation of FASB Statement No. 60. SFAS No. 163
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about financial
guarantee insurance contracts. SFAS No. 163 is effective for fiscal years
beginning on or after December 15, 2008, and interim periods within those years.

SFAS No. 163 has no effect on the Companys financial position,
statements of operations, or cash flows at this time.

9

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Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles. The following discussion should be read in conjunction
with our financial statements and the related notes that appear elsewhere in
this quarterly report. The following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in the forward looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "common
shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our",
"our company" and Healthmed mean Healthmed Services Ltd., unless otherwise
stated.

General Overview

We were incorporated in the State of Nevada on September 14,
2000 under the name "Telemax Communications, Inc.. On July 14, 2003, we changed
our name to "Healthmed Services, Ltd.". We are a development stage company and
have not yet generated or realized any revenues from our business operations. We
have never been bankrupt, been under the control of a receiver or similar
proceedings with respect to ourselves.

Our offices are currently located at 1905South Eastern Avenue,
Las Vegas, Nevada 89104. Our telephone number is 480.229.3668.

Our primary business objective is to use communications
technology to provide individuals, companies and health-provider organizations
with round-the-clock telephone and web-based access to medical advice,
information, products and services. We intend to provide outsourced services to
clients via our internet-based information and medical advice website and our
proposed HealthMed North American call center, and will support our business
partners around the globe by supplying the tools, technology and know-how
required for the successful operation of a Health Information Center.

10

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Results of Operations

Three month Summary ending September 30, 2008 and 2007

| |                    |   | Three Months Ended | 
| | ------------------ | - | ------------------ | 
| |                    |   | September 30       | 
| |                    |   | 2008               | 
| | Revenue            | $ | Nil                | 
| | Operating Expenses | $ | 12,558             | 
| | Net Loss           | $ | 12,558             | 

Expenses

Our operating expenses for the three month periods ended
September 30, 2008 and September 30, 2007 are outlined in the table below:

| |                            |   | Three Months Ended | 
| | -------------------------- | - | ------------------ | 
| |                            |   | September 30       | 
| |                            |   | 2008               | 
| | General and administrative | $ | 2,231              | 
| | Professional fees          | $ | 3,150              | 
| | Consulting fees            | $ | 7,177              | 

Operating expenses for the three months ended September 30, 2008,
  increased by 446% as compared to the comparative period in 2007 primarily as
  a result of an increase in professional and consulting fees.

Nine month Summary ending September 30, 2008 and 2007

| |                    |   | Nine Months Ended | 
| | ------------------ | - | ----------------- | 
| |                    |   | September 30      | 
| |                    |   | 2008              | 
| | Revenue            | $ | Nil               | 
| | Operating Expenses | $ | 28,869            | 
| | Net Loss           | $ | 28,869            | 

Expenses

Our operating expenses for the nine month periods ended
September 30, 2008 and September 30, 2007 are outlined in the table below:

| |                            |   | Nine Months Ended | 
| | -------------------------- | - | ----------------- | 
| |                            |   | September 30      | 
| |                            |   | 2008              | 
| | General and administrative | $ | 3,642             | 
| | Professional fees          | $ | 16,800            | 
| | Consulting fees            | $ | 8,427             | 

Operating expenses for the nine months ended September 30, 2008,
  increased by 242.33% as compared to the comparative period in 2007 primarily
  as a result of an increase in professional and consulting fees.

11

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Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the upcoming quarter.

Equity Compensation

We currently do not have any stock option or equity
compensation plans or arrangements.

Liquidity and Financial Condition

Working Capital

|                          |   | At        |  |   |          |  |  |            |  
|------------------------- | - | --------- |  | - | -------- |  |  | ---------- | -
|                          |   | September |  |   | At       |  |  | Percentage |  
|                          |   | 30,       |  |   | Dec. 31, |  |  | Increase/  |  
|                          |   | 2008      |  |   | 2007     |  |  | Decrease   |  
|Current Assets            | $ | 7,651     |  | $ | 16,520   |  |  | (53.69%    | )
|Current Liabilities       | $ | Nil       |  | $ | Nil      |  |  | Nil        |  
|Working Capital (deficit) | $ | 7,651     |  | $ | 16,520   |  |  | (53.69%    | )

|Cash Flows                                      |   |               |   |   |               |  
|----------------------------------------------- | - | ------------- | - | - | ------------- | -
|                                                |   | Nine Months   |   |   | Nine Months   |  
|                                                |   | Ended         |   |   | Ended         |  
|                                                |   | September 30, |   |   | September 30, |  
|                                                |   | 2008          |   |   | 2007          |  
|Net Cash Used in Operating
      Activities     | $ | 28,869        |   | $ | 8,433         |  
|Net Cash Provided by Investing Activities       | $ | Nil           |   | $ | Nil           |  
|Net Cash Provided by
      Financing Activities | $ | 20,000        |   | $ | Nil           |  
|Increase in Cash During the Period              | $ | (8,869        | ) | $ | (8,433        | )

We estimate that we will spend approximately $5,000 on general
and administrative expenses, $15,000 on website development and $5,000 on travel
over the next 12 months.

We will require additional funds to fund our budgeted expenses
over the next 12 months. These funds may be raised through equity financing,
debt financing, or other sources, which may result in further dilution in the
equity ownership of our shares. There is still no assurance that we will be able
to maintain operations at a level sufficient for an investor to obtain a return
on his investment in our common stock. Further, we may continue to be
unprofitable. We need to raise additional funds in the immediate future in order
to proceed with our budgeted expenses.

Specifically, we estimate our operating expenses and working
capital requirements for the next 12 months to be as follows:

Estimated Funding Required During the Next 12
      MonthsExpense
    AmountGeneral and
      administrative
    $5,000Website
      Development
    $15,000Travel
    $5,000Total
    $25,000Cash on hand, September 30, 2008, estimated
    $7,651


12

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We are not aware of any known trends, demands, commitments,
events or uncertainties that will result in or that are reasonably likely to
result in our liquidity increasing or decreasing in any material way.

Future Financings

We will require additional financing in order to enable us to
proceed with our plan of operations, as discussed above, including approximately
$2,300 over the next 12 months to pay for our ongoing expenses. These expenses
include general and administrative, website and travel expenses. These cash
requirements are in excess of our current cash and working capital resources.
Accordingly, we will require additional financing in order to continue
operations and to repay our liabilities. There is no assurance that any party
will advance additional funds to us in order to enable us to sustain our plan of
operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common
stock in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional
financing for the expansion of our exploration operations, and no potential
lines of credit or sources of financing are currently available for the purpose
of proceeding with our plan of operations.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Going Concern

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future debt or equity financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results
  of operations are based upon our financial statements, which have been prepared
  in accordance with the accounting principles generally accepted in the United
  States of America. Preparing financial statements requires management to make
  estimates and assumptions that affect the reported amounts of assets, liabilities,
  revenue, and expenses. These estimates and assumptions are affected by managements
  application of accounting policies. We believe that understanding the basis
  and nature of the estimates and assumptions involved with the following aspects
  of our financial statements is critical to an understanding of our financial
  statements.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash
equivalents include all highly liquid investments with maturity of three months
or less.

13

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Earnings (Loss) per Share

The basic earnings (loss) per share are calculated by dividing
the Companys net income available to common shareholders by the weighted
average number of common shares outstanding during the year. The diluted
earnings (loss) per share are calculated by dividing the Companys net income
(loss) available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted as of the
first of the year for any potentially dilutive debt or equity. There are no
diluted shares outstanding.

Dividends

The Company has not adopted any policy regarding payment of
dividends. No dividends have been paid during the period shown.

Income Taxes

The Company provides for income taxes under Statement of
Financial Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No.
109 requires the use of an asset and liability approach in accounting for income
taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be
realized. No provision for income taxes is included in the statement due to its
immaterial amount, net of the allowance account, based on the likelihood of the
Company to utilize the loss carry-forward

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.

Net Income Per Common Share

Net income (loss) per common share is computed based on the
weighted average number of common shares outstanding and common stock
equivalents, if not anti-dilutive. The Company has not issued any potentially
dilutive common shares.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the
Company has not yet adopted any policy regarding the recognition of revenue or
cost.

Item 3. Quantitative Disclosures About Market Risks

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 4. Controls and Procedures.

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (who
is acting as

14

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our principal executive officer, principal financial officer
and principle accounting officer) to allow for timely decisions regarding
required disclosure.

As of September 30, 2008, the end of our quarter covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (who is acting as our principal executive
officer, principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of financial statements in
conformity with accounting principles generally accepted in the United States.
Our management assessed the effectiveness of our internal control over financial
reporting as of September 30, 2008. In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control-Integrated Framework.
Our management has concluded that, as of September 30, 2008, our internal
control over financial reporting is effective in providing reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with US generally
accepted accounting principles. Our management reviewed the results of their
assessment with our Board of Directors.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no significant changes in our internal controls
over financial reporting that occurred during our quarter ended September 30,
2008 that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

15

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Item 1A. Risk Factors

Our business operations are subject to a number of risks and
uncertainties, including, but not limited to those set forth below:

We have no operating history and have maintained losses
since inception, which we expect to continue into the future.

We were incorporated on September 14, 2000, and have very
limited operations. We have not realized any revenues to date. Our website,
although operational, requires additional work prior to us being able to
generate revenue. We have no operating history at all upon which an evaluation
of our future success or failure can be made. Our net loss from inception to
September 30, 2008 is $162,199. Based upon our proposed plans, we expect to
incur operating losses in future periods. This will happen because there are
substantial costs and expenses associated with the development, testing and
marketing of our website. We currently believe we are at least 12-18 months away
from generating our first revenues. We may fail to generate revenues in the
future. If we cannot attract a significant number of users, we will not be able
to generate any significant revenues or income. Failure to generate revenues
will cause us to go out of business because we will not have the money to pay
our ongoing expenses.

In particular, additional capital may be required in the event
that:

- the actual expenditures required to be made are at or above the higher
  range of our estimated expenditures;
- we incur unexpected costs in completing the development of our product or
  encounter any unexpected technical or other difficulties;
- we incur delays and additional expenses as a result of technology failure;
- we are unable to create a substantial market for our website; or
- we incur any significant unanticipated expenses.

The occurrence of any of the aforementioned events could
adversely affect our ability to meet our business plans and achieve a profitable
level of operations.

If our estimates related to expenditures are erroneous our
business will fail and you will lose your entire investment.

Our success is dependent in part upon the accuracy of our
management's estimates of expenditures, which are currently budgeted at $25,000
for the next 12 months. If such estimates are erroneous or inaccurate we may not
be able to carry out our business plan, which could, in a worst-case scenario,
result in the failure of our business and you losing your entire investment.

If we do not obtain additional financing, our business will
fail.

Our current operating funds are less than necessary to our plan
of operations over the next 12 months, and therefore we will need to obtain
additional financing in order to complete our business plan. We currently do not
have any operations and we have no income. As well, we will not receive any
funds from this registration.

We will require additional financing to sustain our business
operations if we are not successful in earning revenues. We do not currently
have any arrangements for financing and may not be able to find such financing
if required.

If we are unable to complete the development of our website
we will not be able to generate revenues and you will lose your entire
investment.

We have not completed the development of our website and we
have no contracts or licenses for the sale or use of our website. The success of
our business will depend on its completion and the acceptance of our website by
our potential customers. Achieving such acceptance will require significant
marketing investment. Our website, once

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developed and tested, may not be accepted by our customers at
sufficient levels to support our operations and build our business. If the
proposed website that we will develop is not accepted at sufficient levels, our
business will fail.

Our website, when developed, may contain defects that will
make it more difficult for us to establish and maintain customers.

Despite testing during development, our website may contain
undetected design faults and software errors, or "bugs," that are discovered
only after it has been installed and used by customers. Any such default or
error could cause delays in delivering our website or require design
modifications. These could adversely affect our competitive position and cause
us to lose potential customers or opportunities. In addition, our website has
yet to gain widespread acceptance in the market, any delays would likely have a
more detrimental impact on our business than if we were a more established
company.

Because we have two directors, deadlocks may occur in our
Boards decision making process, which may delay or prevent critical decisions
from being made.

Since we currently only have an even number of directors,
deadlocks may occur when such directors disagree on a particular decision or
course of action. Our Articles and By-Laws do not contain any mechanisms for
resolving potential deadlocks. While our directors are under a duty to act in
the best interest of our company, any deadlocks may impede the further
development of our business in that such deadlocks may delay or prevent critical
decisions regarding our development.

Without a public market there is no liquidity for our shares
and our shareholders may never be able to sell their shares which would result
in a total loss of their investment.

Our common shares are not list on any exchange or quotation
system. We have identified a market maker who has agreed to file a Form 211 for
us. At the present, time none of our selling security holders are able to sell
their shares other than through private transactions. Selling shares privately
might result in our selling security holders not receiving the price per share
that they might have obtained if the shares were quoted on the OTCBB. This will
occur as follows:

- The market maker will file a Form 211 for us which will start the process
  with the FINRA and hopefully eventually obtaining a quotation on the OTCBB;
  and
- We will have to be current in our financial statements to be quoted on the
  OTCBB and hence we will be responsible for filing Forms 10-K and 10-Q on a
  periodic basis as required.

We have identified a market maker and have commenced the
process of being quoted on the OTCBB. The length of time this will take is
unknown to us but we estimate approximately six to twelve months again. There is
the distinct possibility that our company will never be quoted on the OTCBB.

We might in the future have to sell shares by way of private
placements or through a public offering which will have the effect of diluting
our shareholders current percentage ownership in our company.

If, in the future, we decide to sell shares to raise additional
capital for operations, our shareholders current percentage ownership in our
company will be diluted unless they participate in the purchase of shares
equivalent to their present ownership in our company. If they do not participate
in either a future private placement or public offering their percentage
interest in our company will be diluted.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

|Exhibit | Description                                                                                                                             
|------- | ----------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                         
|        |                                                                                                                                         
|(3)     | Articles of Incorporation and
      By-laws                                                                                             
|        |                                                                                                                                         
|3.1     | Articles of Incorporation
        (incorporated by reference from our Registration Statement on Form S-1
        filed on July 21, 2008)
|        |                                                                                                                                         
|3.2     | Certificate of
        Amendment (incorporated by reference from our Registration Statement on
        Form S-1 filed on July 21, 2008) 
|        |                                                                                                                                         
|3.3     | Bylaws (incorporated
        by reference from our Registration Statement on Form S-1 filed on July
        21, 2008)                   
|        |                                                                                                                                         
|(31)    | Rule 13a-14(d)/15d-14(d)
        Certifications                                                                                         
|        |                                                                                                                                         
|31.1*   | Section
        302 Certification of Principal Executive Officer and Principal Financial
        Officer.                               
|        |                                                                                                                                         
|(32)    | Section 1350
        Certifications                                                                                                     
|        |                                                                                                                                         
|32.1*   | Section
        906 Certification of Principal Executive Officer and Principal Financial
        Officer.                               

*         Filed
herewith

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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.

|                         | HEALTHMED SERVICES LTD.                     
|------------------------ | --------------------------------------------
|                         | (Registrant)                                
|                         |                                             
|                         |                                             
|Dated: November 10, 2008 | /s/
      Georgios Polyhronopoulos          
|                         | Georgios Polyhronopoulos                    
|                         | President, Secretary, Treasurer and Director
|                         | (Principal Executive Officer, Principal     
|                         | Accounting Officer and Principal Financial  
|                         | Officer)                                    

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