---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q /A

(Mark One) 
  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended June 30, 2008or

[   ] 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 thepreceding 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 August 6, 2008

---

Explanatory
  Note

Our company is filing this
  Form 10-Q/A for the period ended June 30, 2008 to addresses comments received
  by our company from the SEC’s staff subsequent to the filing of the Form
  10-Q, which include a revision to the cover page of the Form 10-Q to change
  the status of our company to a “Shell Company”. The above described
  changes had no affect on the Company’s financial position or results of
  operations. This amended report does not reflect events occurring after the
  filing of the Form 10-Q on August 19, 2008, nor does it modify or update those
  disclosures presented therein, expect with regard to the modifications described
  in this Explanatory Note. Pursuant to Rule 12b-15 under the Securities Exchange
  Act of 1934, as a result of this amended report, the certifications pursuant
  to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and
  furnished, respectively, as exhibits to the Form 10-Q have been re-executed
  and re-filed as of the date of this amended report and are included as exhibits
hereto.

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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 June 30, 2008, and our results of
operations, and our cash flows for the six month period ended June 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.

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HEALTHMED SERVICES LTD(Development Stage Company)

Balance Sheets (Unaudited)

|                                                   |   | June 30, |   |   | December 31, |  
|-------------------------------------------------- | - | -------- | - | - | ------------ | -
|                                                   |   | 2008     |   |   | 2007         |  
|ASSETS                                             |   |          |   |   |              |  
|                                                   |   |          |   |   |              |  
|Current Assets                                     |   |          |   |   |              |  
|                                                   |   |          |   |   |              |  
|Cash                                               | $ | 10,209   |   | $ | 16,520       |  
|                                                   |   |          |   |   |              |  
|Total Assets                                       | $ | 10,209   |   | $ | 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 June
      30, 2008 and  |   |          |   |   |              |  
|December 31,
      2007 is 6,070,000 and 6,070,000 |   |          |   |   |              |  
|respectively                                       |   | 6,072    |   |   | 6,072        |  
|                                                   |   |          |   |   |              |  
|Paid in Capital                                    |   | 153,778  |   |   | 143,778      |  
|                                                   |   |          |   |   |              |  
|Subscriptions Receivable                           |   | -        |   |   | -            |  
|                                                   |   |          |   |   |              |  
|Deficit Accumulated During the                     |   |          |   |   |              |  
|Development
      Stage                            |   | (149,641 | ) |   | (133,330     | )
|                                                   |   |          |   |   |              |  
|Total
      Stockholders' Equity                   |   | 10,209   |   |   | 16,520       |  
|                                                   |   |          |   |   |              |  
|Total Liabilities and Stockholders' Equity         | $ | 10,209   |   | $ | 16,520       |  

The accompanying notes are an integral part of these statements

---

HEALTHMED SERVICES LTD(Development Stage Company)

Statements of Operations (Unaudited)

|                                |   |                  |   |   |                    |   |   |                  |   |   |           |   |   | September 14, |  
|------------------------------- | - | ---------------- | - | - | ------------------ | - | - | ---------------- | - | - | --------- | - | - | ------------- | -
|                                |   | Six Months Ended |   |   | Three Months Ended |   |   | 2000 (Inception) |  
|                                |   | June
        30, |   |   | June
        30,   |   |   | to June 30,      |  
|                                |   | 2008             |   |   | 2007               |   |   | 2008             |   |   | 2007      |   |   | 2008          |  
|                                |   |                  |   |   |                    |   |   |                  |   |   |           |   |   |               |  
|Revenue                         | $ | -                |   | $ | -                  |   | $ | -                |   | $ | -         |   | $ | -             |  
|Expenses                        |   |                  |   |   |                    |   |   |                  |   |   |           |   |   |               |  
|General and Administrative      |   | 1,411            |   |   | 3,968              |   |   | 1,009            |   |   | 1,042     |   |   | 24,941        |  
|Professional Fees               |   | 13,650           |   |   | 2,165              |   |   | 12,150           |   |   | -         |   |   | 34,850        |  
|Consulting Fees                 |   | 1,250            |   |   | -                  |   |   | -                |   |   | -         |   |   | 89,850        |  
|                                |   |                  |   |   |                    |   |   |                  |   |   |           |   |   |               |  
|Total Expenses                  |   | 16,311           |   |   | 6,133              |   |   | 13,159           |   |   | 1,042     |   |   | 149,641       |  
|                                |   |                  |   |   |                    |   |   |                  |   |   |           |   |   |               |  
|Net (Loss) Before Taxes         |   | (16,311          | ) |   | (6,133             | ) |   | (13,159          | ) |   | (1,042    | ) |   | (149,641      | )
|Provision for Income Tax        |   | -                |   |   | -                  |   |   | -                |   |   | -         |   |   | -             |  
|                                |   |                  |   |   |                    |   |   |                  |   |   |           |   |   |               |  
|Net (Loss)                      | $ | (16,311          | ) | $ | (6,133             | ) | $ | (13,159          | ) | $ | (1,042    | ) | $ | (149,641      | )
|Basic and Diluted               |   |                  |   |   |                    |   |   |                  |   |   |           |   |   |               |  
|(Loss) per Share                |   | a                |   |   | a                  |   |   | a                |   |   | a         |   |   |               |  
|Weighted Average                |   |                  |   |   |                    |   |   |                  |   |   |           |   |   |               |  
|Number 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 June 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 | )
|                                 |           |  |                    |  |   |         |  |   |               |  |   |             |  |   |         |  
|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  |  |   |         |   |   |          |   |   | 25,000  |  
|                                 |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|Net (Loss)                       |       |  |           |  |   |       |  |   |         |  |   |         |   |   | (39,199  | ) |   | (39,199 | )
|                                 |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|Balance, December 31,
      2005 |       |  | 5,771,000 |  |   | 5,773 |  |   | 137,617 |  |   | (43,540 | ) |   | (93,717  | ) |   | 6,133   |  
|                                 |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|Common Shares Issued and Cash    |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|received in 504 offering net of  |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|$5,500 offering costs            | $0.04 |  | 299,000   |  |   | 299   |  |   | 6,161   |  |   | 43,540  |   |   |          |   |   | 50,000  |  
|                                 |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|Net (Loss)                       |       |  |           |  |   |       |  |   |         |  |   |         |   |   | (29,095  | ) |   | (29,095 | )
|                                 |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|Balance, December 31,
      2006 |       |  | 6,070,000 |  |   | 6,072 |  |   | 143,778 |  |   | -       |   |   | (122,812 | ) |   | 27,038  |  
|                                 |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|Net (Loss)                       |       |  |           |  |   |       |  |   |         |  |   |         |   |   | (10,518  | ) |   | (10,518 | )
|                                 |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|Balance, December 31,
      2007 |       |  | 6,070,000 |  |   | 6,072 |  |   | 143,778 |  |   | -       |   |   | (133,330 | ) |   | 16,520  |  
|                                 |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|Contributed Capital              |       |  |           |  |   |       |  |   | 10,000  |  |   |         |   |   |          |   |   | 10,000  |  
|                                 |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|Net (Loss)                       |       |  |           |  |   |       |  |   |         |  |   |         |   |   | (16,311  | ) |   | (16,311 | )
|                                 |       |  |           |  |   |       |  |   |         |  |   |         |   |   |          |   |   |         |  
|Balance, June 30, 2008           |       |  | 6,070,000 |  | $ | 6,072 |  | $ | 153,778 |  | $ | -       |   | $ | (149,641 | ) | $ | 10,209  |  

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 LTDStatements of Cash
Flows (Unaudited)

September 14,Six Months Ended
      
      
      Three Months Ended
      
      
      2000(Inception)June
        30,
      
      
      June
        30,
      
      
      to June 30,2008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Operating ActivitiesNet (Loss)
      $
      (16,311
      )
      $
      (6,133
      )
      $
      (13,159
      )
      $
      (1,042
      )
      $
      (149,641
      )Increase in Accounts PayableDecrease in Accounts
        Payable
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Decrease in Loans Payable
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Net Cash (Used) by Operating Activities
      
      (16,311
      )
      
      (6,133
      )
      
      (13,159
      )
      
      (1,042
      )
      
      (149,641
      )Financing ActivitiesProceeds from contributed Capital
      
      10,000
      
      
      -
      
      
      10,000
      
      
      -
      
      
      35,000Proceeds from sale of Common Stock
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      124,850Cash Provided by Financing Activities
      
      10,000
      
      
      -
      
      
      10,000
      
      
      -
      
      
      159,850Net Increase in Cash
      
      (6,311
      )
      
      (6,133
      )
      
      (3,159
      )
      
      (1,042
      )
      
      10,209Cash, Beginning of Period
      
      16,520
      
      
      27,038
      
      
      13,368
      
      
      21,947
      
      
      -Cash, End of Period
      $
      10,209
      
      $
      20,905
      
      $
      10,209
      
      $
      20,905
      
      $
      10,209Supplemental Information:Interest Paid
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Income Taxes Paid
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -


The accompanying notes are an integral part of these statements

---

Healthmed Services, Ltd.(A Development Stage
Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS (June 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 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.

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.

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.

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 $149,641. 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) SFAS 155-160 and their effect on the Company.

Statement No. 155 Accounting for Certain Hybrid
  Financial Instruments

In February 2006, the FASB issued SFAS No. 155, Accounting
for Certain Hybrid Financial Instruments, which amends SFAS No. 133,
Accounting for Derivatives Instruments and Hedging Activities and SFAS
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities. SFAS No. 155 amends SFAS No. 133 to narrow
the scope exception for interest-only and principal-only strips on debt
instruments to include only such strips representing rights to receive a
specified portion of the contractual interest or principle cash flows. SFAS No.
155 also amends SFAS No. 140 to allow qualifying special-purpose entities to
hold a passive derivative financial instrument pertaining to beneficial
interests that itself is a derivative instrument.

Statement No. 156 Accounting for Servicing of
  Financial Assets

In March 2006, the FASB issued SFAS No. 156, Accounting for
Servicing of Financial Assets, which provides an approach to simplify
efforts to obtain hedge-like (offset) accounting. This Statement amends FASB
Statement No. 140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, with respect to the accounting for
separately recognized servicing assets and servicing liabilities. The Statement
(1) requires an entity to recognize a servicing asset or servicing liability
each time it undertakes an obligation to service a financial asset by entering
into a servicing contract in certain situations; (2) requires that a separately
recognized servicing asset or servicing liability be initially measured at fair
value, if practicable; (3) permits an entity to choose either the amortization
method or the fair value method for subsequent measurement for each class of
separately recognized servicing assets or servicing liabilities; (4) permits at
initial adoption a one-time reclassification of available-for-sale securities to
trading securities by an entity with recognized servicing rights, provided the
securities reclassified offset the entity's exposure to changes in the fair
value of the servicing assets or liabilities; and (5) requires separate
presentation of servicing assets and servicing liabilities subsequently measured
at fair value in the balance sheet and additional disclosures for all separately
recognized servicing assets and servicing liabilities. SFAS No. 156 is effective
for all separately recognized servicing assets and liabilities as of the
beginning of an entity's fiscal year that begins after September 15, 2006, with
earlier adoption permitted in certain circumstances. The Statement also
describes the manner in which it should be initially applied.

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.

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.

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 Statement permits entities to
choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This Statement is expected to expand the
use of fair value measurement, which is consistent with the Boards long-term
measurement objectives for accounting for financial instruments.

Statement No. 141 (revised 2007) Business Combinations

In December 2007, the FASB revised SFAS No. 141, 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 adoption of this new Statement is not expected to have a
material effect on the Companys current financial position, results or
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 adoption of these new Statements is not expected to have a
material effect on the Companys current financial position, results or
operations, or cash flows.

---

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.

4

---

Results of Operations

Three month Summary ending June 30, 2008 and 2007

Three Months EndedJune 302008
      
      
      2007Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      13,159
      
      $
      1,042Net Loss
      $
      13,159
      
      $
      1,042


Expenses

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

Three Months EndedJune 302008
      
      
      2007General and administrative
      $
      1,009
      
      $
      1,042Professional fees
      $
      12,150
      
      $
      NilConsulting fees
      $
      Nil
      
      $
      Nil


Operating expenses for the three months ended June 30, 2008,
  increased by 1,163% as compared to the comparative period in 2007 primarily
  as a result of an increase of professional fees.

Six month Summary ending June 30, 2008 and 2007

Six Months EndedJune 302008
      
      
      2007Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      16,311
      
      $
      6,133Net Loss
      $
      16,311
      
      $
      6,133


Expenses

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

Six Months EndedJune 302008
      
      
      2007General and administrative
      $
      1,411
      
      $
      3,968Professional fees
      $
      13,650
      
      $
      2,165Consulting fees
      $
      1,250
      
      $
      Nil


Operating expenses for the six months ended June 30, 2008, increased
  by 166% as compared to the comparative period in 2007 primarily as a result
  of an increase to professional and consulting fees.

5

---

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 CapitalAt
    
    
    At
    
    
    PercentageJune 30,
    
    
    Dec. 31,
    
    
    Increase/2008
    
    
    2007
    
    
    DecreaseCurrent Assets
    $
    10,209
    
    $
    16,520
    
    
    (38%
    )Current Liabilities
    $
    Nil
    
    $
    Nil
    
    
    0%Working Capital (deficit)
    $
    10,209
    
    $
    16,520
    
    
    (38%
    )


Cash FlowsSix Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,2008
    
    
    2007Net Cash Used in Operating
      Activities
    $
    16,311
    
    $
    6,133Net Cash Provided by Investing Activities
    $
    Nil
    
    $
    NilNet Cash Provided by
      Financing Activities
    $
    10,000
    
    $
    NilIncrease in Cash During the Period
    $
    6,311
    
    $
    6,133


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, June 30, 2008, estimated
    $10,200


6

---

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.

Statement No. 155 Accounting for Certain Hybrid
Financial Instruments

In February 2006, the FASB issued SFAS No. 155, Accounting
for Certain Hybrid Financial Instruments, which amends SFAS No. 133,
Accounting for Derivatives Instruments and Hedging Activities and SFAS
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities. SFAS No. 155 amends SFAS No. 133 to narrow
the scope exception for interest-only and principal-only strips on debt
instruments to include only such strips representing rights to receive a
specified portion of the contractual interest or principle

7

---

cash flows. SFAS No. 155 also amends SFAS No. 140 to allow
qualifying special-purpose entities to hold a passive derivative financial
instrument pertaining to beneficial interests that itself is a derivative
instrument.

Statement No. 156 Accounting for Servicing of
Financial Assets

In March 2006, the FASB issued SFAS No. 156, Accounting for
Servicing of Financial Assets, which provides an approach to simplify
efforts to obtain hedge-like (offset) accounting. This Statement amends FASB
Statement No. 140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, with respect to the accounting for
separately recognized servicing assets and servicing liabilities. The Statement
(1) requires an entity to recognize a servicing asset or servicing liability
each time it undertakes an obligation to service a financial asset by entering
into a servicing contract in certain situations; (2) requires that a separately
recognized servicing asset or servicing liability be initially measured at fair
value, if practicable; (3) permits an entity to choose either the amortization
method or the fair value method for subsequent measurement for each class of
separately recognized servicing assets or servicing liabilities; (4) permits at
initial adoption a one-time reclassification of available-for-sale securities to
trading securities by an entity with recognized servicing rights, provided the
securities reclassified offset the entity's exposure to changes in the fair
value of the servicing assets or liabilities; and (5) requires separate
presentation of servicing assets and servicing liabilities subsequently measured
at fair value in the balance sheet and additional disclosures for all separately
recognized servicing assets and servicing liabilities. SFAS No. 156 is effective
for all separately recognized servicing assets and liabilities as of the
beginning of an entity's fiscal year that begins after September 15, 2006, with
earlier adoption permitted in certain circumstances. The Statement also
describes the manner in which it should be initially applied.

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.

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.

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 Statement permits entities to
choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This Statement is expected to expand the
use of fair value measurement, which is consistent with the Boards long-term
measurement objectives for accounting for financial instruments.

8

---

Statement No. 141 (revised 2007) Business
Combinations

In December 2007, the FASB revised SFAS No. 141, 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 adoption of this new Statement is not expected to have a
material effect on our companys current financial position, results or
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 adoption of these new Statements is not expected to have a
material effect on our companys current financial position, results or
operations, or cash flows.

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.

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 principal
executive officer and principal accounting and financial officer (our president)
to allow for timely decisions regarding required disclosure. In designing and
evaluating our disclosure controls and procedures, our management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and our management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

As of June 30, 2008, the end of the six month period year
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our president, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this quarterly report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended June 30, 2008
that have materially affected, 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.

9

---

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
June 30, 2008 is $149,641. 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 and we do not have a market maker who will assist us in having our shares
quoted on the OTCBB. At the present, time none of our selling security holders
are able to sell their shares other than through private transactions and only
after this prospectus becomes effective. 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. Management will seek
out a market maker when this registration statement becomes effective. This will
occur as follows:

- We will have to identify a market maker who 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 do not know how long this process will take for our
registration to be declared effective with the SEC but we estimate a period of
between six to twelve months. Once our registration statement is effective, we
will identify a market maker and commence 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.

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Item 3. Defaults Upon Senior Securities.

None.

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:  October 7 , 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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