SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                FORM 10-KSB/A-2

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934 (fee  required)  For the fiscal year ended May 31,
         1995

[ ]      Transition  report  pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 (no fee required) For the  transition  period from
         _______ to ______.

                         Commission File Number 0-16206


                         OAK TREE MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                 02-040167
(State or other jurisdiction            (I.R.S. Employer Identification Number)
of incorporation or organization)                            

               16504 STONEHAVEN ROAD, MIAMI LAKES, FLORIDA 33014
              (Address of principal executive office and zip code)

       Registrant's telephone number including area code: (305) 822-8889

Securities  registered  pursuant to Section 12 (b) of the Act:   None

Securities  registered  pursuant to Section 12(g) of the Act:

                        Common Stock, $.01 Par Value
                               (Title of Class)

         Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes:        No:  X

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-B is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were $2,652,889.

Number of shares of Common Stock, $.01 par value, outstanding as of
September 1, 1995:  2,073,857

Market value of voting stock (605,075 shares) held by non-
affiliates as of September 1, 1995:  $4,840,600

Documents incorporated by reference:  None.


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                                                      PART II


Item 8.           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure

         (a)  Puritz &  Weintraub  served  as the  independent  auditors  of the
Company from May 1993 until January 24, 1996 when they  resigned the  engagement
in consultation with the Company.  Puritz & Weintraub's  report on the Company's
financial statements for the period ended May 31, 1993 and 1994, did not contain
an adverse  opinion or a  disclaimer  of opinion,  and was not  qualified  as to
uncertainty,  audit  scope or  accounting  principles.  The  decision  to change
auditors was approved by the Company's  Board of  Directors.  There have been no
disagreements with Puritz & Weintraub on any matter of accounting  principles or
practices,  financial statement disclosure or auditing scope or procedure during
their engagement.

         (b) Simon  Krowitz  Bolin &  Associates,  PA,  has been  engaged by the
Company as of January 24, 1996 as its principal independent auditors.






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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.


Dated:  January 29, 1996                      OAK TREE MEDICAL SYSTEMS, INC.



                                              By:      /s/ Irwin Bosh Stack
                                                      Irwin Bosh Stack
                                                      Chairman of the Board




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