UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q /A





(Mark One)





x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2010





or





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





For the transition period from ______________ to ________________




Commission File Number 333-152-439








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   o 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
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
x(Do not check if a smaller reporting company)





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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act   x YES   o 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.  o YES  o 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.





182,100,000 common shares issued and outstanding as of August 1, 2010







Explanatory Note




This Amendment number 1 on Form 10-Q/A amends the quarterly report of Healthmed Services Ltd. (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2010, as filed with the Securities and Exchange Commission on August 23, 2010.  This amendment is being filed to (i) attach as an exhibit that certain promissory note date June 30, 2010, in the principal amount of $375,000 and which we executed and delivered to MED Ventures Ltd. and (ii) amend Exhibits 31.1 and 31.2.



























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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, 2010, and our results of operations, and our cash flows for the three month six month periods ended June 30, 2010.





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 10-K.

































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HealthmedServicesLtd


(A Development Stage Company)


June 30, 2010








IndexBalance Sheets (unaudited)
5Statements of Operations (unaudited)
6Statements of Cash Flows (unaudited)
7Notes to the Financial Statements (unaudited)
8






























4
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Healthmed Services Ltd.


(A Development Stage Company)


Balance Sheets


(unaudited)




June 30,


December 31,2010


2009ASSETSCurrent AssetsCash

$
52


$
8,073Total Assets

$
52


$
8,073LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT )Current LiabilitiesAccounts Payable

$
6,277


$
—Note Payable – related party


300,000



—Total Liabilities

$
306,277


$
—Stockholders’ Equity (Deficit)Common Stock, 750,000,000 shares authorized, $0.001 par value,182,100,000 and 182,100,000 shares issued and outstanding as ofJune 30, 2010 and December 31, 2009, respectively


182,100



182,100Additional Paid-in Capital


12,750



12,750Deficit Accumulated During the Development Stage


(501,075
)


(186,777
)Total Stockholders’ Equity (Deficit)


(306,225
)


8,073Total Liabilities and Stockholders’ Equity (Deficit)

$
52


$
8,073





























(The accompanying notes are an integral part of these financial statements)





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Healthmed Services Ltd.


(A Development Stage Company)


Statements of Operations


(unaudited)




Period fromThree months ended

June 30,


Six months ended

June 30,


September 14, 2000(Inception) ToJune 30,2010


2009


2010


2009


2010ExpensesGeneral and administrative

$
1,321


$
2,358


$
3,052


$
5,661


$
36,523Professional fees


9,621



2,150



11,246



6,900



67,525Consulting fees


—



—



—



—



97,027Software Development Costs


300,000



—



300,000



—



300,000Total Expenses


310,942



4,508



314,298



12,561



501,075Net Loss Before Taxes


(310,942
)


(4,508
)


(314,298
)


(12,561
)


(501,075
)Provision for Income Tax


—



—



—



—



—Net Loss

$
(310,942
)


(4,508
)

$
(314,298
)

$
(12,561
)

$
(501,075
)Net Loss Per Share – Basic and Diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted Average Shares Outstanding – Basic and Diluted


182,100,000



182,100,000



182,100,000



182,100,000




















(The accompanying notes are an integral part of these financial statements)


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Healthmed Services Ltd.


(A Development Stage Company)


Statements of Cash Flows


(unaudited)




Six months ended

June 30,


September 14, 2000 (Inception) To

June 30,2010


2009


2010Operating ActivitiesNet (loss)

$
(314,298
)

$
(12,561
)

$
(501,075
)Increase in accounts payable


6,277



—



6,277Net Cash (Used) in Operating Activities


(308,021
)


(12,561
)


(494,798
)Financing ActivitiesProceeds from contributed capital


—



15,000



70,000Proceeds from sale of common stock


—



—



124,850Borrowings on debt – related party


300,000



—



300,000Cash Provided by Financing Activities


300,000



15,000



494,850Net Increase (Decrease) in Cash


(8,021
)


2,439



52Cash, Beginning of Period


8,073



2,906



—Cash, End of Period

$
52


$
5,345


$
52Supplemental Information:Interest paid

$
—


$
—


$
—Income taxes paid

$
—


$
—


$
—
























(The accompanying notes are an integral part of these financial statements)





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Healthmed Services Ltd.


(A Development Stage Company)


Notes to the Unaudited Financial Statements


(June 30, 2010)








NOTE 1.  GENERAL ORGANIZATION AND BUSINESS





Healthmed Services, LTD (The Company) was incorporated on September 14, 2000 as Telemax Communications, Inc, under the laws of the State of Nevada. On July 14, 2003 the Company changed its name to Healthmed Services. The Company has no operations and in accordance with Accounting Standards Codification (ASC) Topic 915 is considered to be in the development stage.





NOTE 2. 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 $501,075. 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 3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES





Accounting Basis





The accompanying unaudited interim consolidated financial statements of Healthmed Services, Ltd. (the “Company"), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Healthmed’s Annual Report filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.





Capitalized Software Costs





Software development costs have been expensed in accordance with ASC Topic 985-20, Software (formerly known as SFAS No. 86, Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed), which specifies that costs incurred internally in researching and developing a computer software product should be charged to expense until technological feasibility has been established for the product. Technological feasibility is established when we have a detailed design of the software and when research and development activities on the underlying device, if applicable, are completed. Once technological feasibility is established, all software costs should be capitalized until the product is available for








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general release to customers. As of June 30, 2010, our software development has not reached technological feasibility as high-risk development issues have not been fully resolved through coding or testing. During the six months ended June 30, 2010, we expensed $300,000 related to software development.





Stock Split





On May 7, 2010, the Company executed a 1 to 30 forward stock split of the authorized and issued and outstanding common stock.  As a result, the Company’s authorized capital increased from 25,000,000 shares of common stock with a par value of $0.001 to 750,000,000 shares of common stock with a par value of $0.001.  The outstanding shares increased from 6,070,000 shares to 182,100,000 shares. The statement of stockholders equity retroactively reflects the impact of this split.





New Account Pronouncements





The Company has evaluated all recently issued pronouncements and does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.





NOTE 4. NOTE PAYABLE – RELATED PARTY





During the six months ended June 30, 2010, we received advances totaling $300,000 from a shareholder.  On June 30, 2010, we entered a promissory note for $375,000. The remaining $75,000 was received in July 2010. The promissory note has an annual stated interest rate of 6% and matures on June 30, 2011. In the event of a default, the interest rate increases to 10%.  That promissory note  is with MED Ventures Ltd., a Cayman Island company, and a holder of more than 10% of our issued and outstanding common shares.  We have not been able to ascertain the management or owners of MED Ventures Ltd.





NOTE 5. SUBSEQUENT EVENTS





During July 2010, we received additional proceeds of $75,000 under the loan from shareholder described in Note 6 above. The total amount borrowed under this loan agreement was $375,000.


























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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 stock" 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 1905 South 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 hardware and software solutions that will better the healthcare industry.





Healthmed is entering into the beta stage of software testing of an application that allows remote access between the Apple iPad and a stationary PC. This software will allow healthcare professionals to be mobile and provide convenience for notes and records. More can be found on the website at www.healthmedltd.com.









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Results of Operations





Three months and Six months ending June 30, 2010 and 2009





Three Months Ended


Six Months EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009Revenue

$
—


$
—


$
—


$
—Expenses

$
310,942


$
4,508


$
314,298


$
12,561Net (Loss)

$
(310,942
)

$
(4,508
)

$
(314,298
)

$
(12,561
)





Expenses





Our total expenses for the three-month and six-month periods ended June 30, 2010 and June 30, 2009 are outlined in the table below:





Three Months Ended


Six Months EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009General and administrative

$
1,321


$
2,358


$
3,052


$
5,661Professional fees

$
9,621


$
2,150


$
11,246


$
6,900Consulting fees

$
—


$
—


$
—


$
—Software Development Costs

$
300,000


$
3⁄4


$
300,000


$
3⁄4





Expenses for the three months and six months ended June 30, 2010, increased $306,434 and $301,737, as compared to the comparative periods in 2009, respectively, as a result of software development costs of $300,000 incurred during the quarter ended June 30, 2010.





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


AtJune 30,


December 31,


Increase/2010


2009


DecreaseCurrent Assets

$
52


$
8,073


$
(8,021
)Current Liabilities

$
306,277


$Nil


$
(306,277
)Working Capital

$
(306,225
)

$
8,073


$
(314,298
)








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Cash Flows





Six months


Six monthsEnded


EndedJune 30,


June 30,2010


2009Net Cash (Used) by Operating Activities

$
(308,021
)

$
(12,561
)Net Cash Provided by Investing Activities

$
Nil


$
NilNet Cash Provided by Financing Activities

$
300,000


$
15,000Net Increase in Cash During the Period

$
(8,021
)

$
(2,439
)





We estimate that we will spend approximately $300,000 on general and administrative expenses, $625,000 on software development costs, $25,000 on website development and $50,000 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.





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, of approximately $1,000,000 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.





Subsequent Events





During the six months ended June 30, 2010, we received advances totaling $300,000 from a shareholder of the company. On June 30, 2010, we entered a promissory note for $375,000. The remaining $75,000 was received in July 2010. The promissory note has an annual stated interest rate of 6% and matures on June 30, 2011. In the event of a default, the interest rate increases to 10%.  That promissory note is








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with MED Ventures Ltd., a Cayman Island company, and a holder of more than 10% of our issued and outstanding common shares.  We have not been able to ascertain the management or owners of MED Ventures Ltd.  A copy of that promissory note is attached to this report marked Exhibit 99.1.





During July 2010, we received additional proceeds of $75,000 under the loan from shareholder described above. The total amount borrowed under this loan agreement was $375,000.





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 $501,075. 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.





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.





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





As of June 30, 2010, 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 not effective as of the end of the period covered by this quarterly report due to a lack of segregation of duties and an over-reliance on consultants involved in the accounting and financial reporting process.








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Changes in Internal Control over Financial Reporting





There have been no changes in our internal controls over financial reporting that occurred during our quarter ended June 30, 2010 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.





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, 2010 is $501,075. 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 $1,000,000 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.







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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 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.





Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.





Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business






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prospects.  This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.





Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.





Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.





In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.





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





None.







16
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Item 3.  Defaults Upon Senior Securities.





None.





Item 4.  [Removed and Reserved]





Item 5.  Other Information





None.





Item 6.  Exhibits.





Exhibits required by Item 601 of Regulation S-K





ExhibitNumber

Description(3)

Articles of Incorporation and By-laws3.1

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) Certifications31.1*

Section 302 Certification of Principal Executive Officer.31.2*

Section 302 Certification of Principal Accounting Officer and Principal Financial Officer.(32)

Section 1350 Certifications32.1*

Section 906 Certification of Principal Executive Officer.32.2*

Section 906 Certification of Principal Accounting Officer and Principal Financial Officer.99.1*

Promissory Note with MED Ventures Ltd.


__________


* Filed herewith








17
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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: January 12, 2011
/s/ William MorlandWilliam MorlandPrincipal Executive Officer











Dated: January 12, 2011
/s/ Dale PaisleyDale PaisleyPrincipal Financial Officer