---

---

|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            

|                
|----------------
|                
|FORM 10-K/A     
|                
|Amendment
 No. 1
|(Mark One)      

|   |                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|x  | Annual report pursuant to Section
 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
 June 30, 2010.                    
|   |                                                                                                                                                    
|OR
|   |                                                                                                                                                    
|o  | Transition report pursuant to
 Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition
 period from __________ to __________.

|                                                      
|------------------------------------------------------
|Commission File No. 0-50914                           
|                                                      
|                                                      
|BIOTEL INC.                                           
|(Exact name of registrant as specified in its Charter)

|                                |  |                    
|------------------------------- |  | -------------------
|Minnesota                       |  | 41-1427114         
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

|                                                   |  |           
|-------------------------------------------------- |  | ----------
|1285 Corporate Center Drive, Suite 150,
 Eagan, MN |  | 55121     
|(Address of principal executive offices)           |  | (Zip Code)

Registrants Telephone Number, Including Area
Code: (651) 286-8620

Securities registered under
Section 12(b) of the Exchange Act: None

Securities
registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par
value $0.01 per share


---

Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o     No
x

Indicate by
check mark if the registrant is required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.  Yes  x  No o

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

Indicate
by check mark whether the registrant has submitted electronically or posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) 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-K or any amendment to
this Form 10-K. o

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

| |                            |                             
| | -------------------------- | ----------------------------
| | Large
 accelerated filer o | Accelerated
 filer o        
| | Non-accelerated
 filer o   | Smaller
 reporting company x

Indicate
by a check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x

The
aggregate market value of voting and non-voting common equity held by
non-affiliates of registrant as of December 31, 2009, was approximately
$2,342,844.

The
number of shares outstanding of the registrants common stock, par value $0.01
per share, as of September 24, 2010 was 2,783,827.

---

---

---



BIOTEL INC. AND
SUBSIDIARIES

CONTENTS

|                  |  |     
|----------------- |  | ----
|                  |  | Page
|                  |  |     
|EXPLANATORY
 NOTE |  | 3   
|PART III          |  | 4   
|SIGNATURES        |  | 13  
|EXHIBITS          |  | 14  

---



EXPLANATORY NOTE

This
Amendment No. 1 on Form 10-K/A amends Biotel Inc.s (the Company) Annual
Report on Form 10-K for the year ended June 30, 2010, which was filed with the
Securities and Exchange Commission on September 28, 2010 (the Original
Filing). The Company is filing this Amendment No. 1 for the sole purpose of
including the information required in Part III of Form 10-K as we no longer
anticipate filing our proxy statement for the 2010 annual meeting within 120
days of June 30, 2010.

With the
exception of the inclusion of information required by Part III, this Amendment
No. 1 does not amend any other information set forth in the Original Filing,
and the Company has not updated disclosures included therein to reflect any
events that occurred subsequent to September 28, 2010.

3

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PART III

|         |                                                        
|-------- | -------------------------------------------------------
|Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Our
directors and executive officers as of October 26, 2010 are as follows:

|                      |  |    |     |                                                                                            |          | 
|--------------------- |  | -- | --- | ------------------------------------------------------------------------------------------ | -------- | 
|Name                  |  |    | Age |                                                                                            | Position | 
|                     
|B. Steven
 Springrose |  | 61 |     | Director and
 Chief Executive Officer of Biotel and Agility Centralized Research Services 
|                     
|C. Roger
 Jones       |  | 72 |     | Director and
 Chairman                                                                    
|                     
|Stanley N.
 Bormann   |  | 69 |     | Director                                                                                  
|                     
|L. John
 Ankney       |  | 81 |     | Director                                                                                  
|                     
|David A.
 Heiden      |  | 62 |     | Director                                                                                  
|                     
|Spencer W.
 Vawter    |  | 73 |     | Director                                                                                  
|                     
|Judy E. Naus          |  | 65 |     | Chief
 Financial Officer of Biotel; Vice President and Chief Financial Officer of
 Braemar

B. Steven Springrose has served as Biotels President
and Chief Executive Officer since July 2003, as Secretary since 1982, and as a
director since 1982. Mr. Springrose also serves as Agility Centralized Research
Services Chief Executive Officer. Mr. Springrose was employed in a management
position with Biotel from 1982 through 1998 and in a management position with
Braemar, Inc. from January 1999 to November 1999. Mr. Springrose served as an
independent contractor for pacemaker sales from 2000 to 2003. Mr. Springrose
earned his bachelor of science degree from the University of Minnesota and a master
of science degree from Washington University in St. Louis, Missouri, in
biomedical engineering. He also earned an MBA from the University of St. Thomas
and holds three patents.

C. Roger Jones has
served on Biotels board of directors since 1998 and currently serves as the
Chairman of the Board. Mr. Jones currently serves as an independent consultant
to various medical related businesses. He previously served as President and
Chief Operating Officer of Carolina Medical from 1985 to 1989. From 1970 to
1985, he was Vice President of Sales and Marketing for Carolina Medical, where
he also served in various other capacities since 1961. He has been Chairman of
Eagle Company, Inc., a private company, since 1988.

Stanley N. Bormann has served on Biotels board of
directors since 1999. Mr. Bormann served as the President of Braemar, Inc. from
1989 until he retired in October 2002. He continues to serve as a consultant to
Braemar and Biotel. Mr. Bormann received a bachelor of science degree in
mechanical engineering from the University of Minnesota in 1964, with
additional credits in business disciplines. Prior to his employment at Biotel,
Mr. Bormann held positions at Honeywell International, Inc. in manufacturing
engineering and with Control Data Corporation in engineering, field operation,
product development and marketing.

L. John Ankney has
served on Biotels board of directors since 1998. Mr. Ankney has acted as an
independent consultant to several companies since 1993. He served as President
and Director from 1970 through 1993 for Transnational Electronic and Funding
Corporation, a private investment, venture capital and management consulting
company. Mr. Ankney also served as a Director of Digilog, Inc., a public
company, from 1974 to 1989. He graduated from the Capitol Institute of
Technology and earned a Master of Business and Public Administration degree
from Southeastern University in Washington, D.C.

David A. Heiden
has served on Biotels board of directors since 1998. Since 2007, Mr. Heiden
has been serving as Corporate President and Chief Operating Officer of Video
Display Corporation, a public company (VIDE). From 1999 to 2007, Mr. Heiden was
Executive Vice President of Video Display Corporation. From 1989 to 1998 he was
President and CEO of Urological Care America, Inc., a private company that
assisted urology practices in the managed care environment. He served as
President and CEO of Lithotripter Technologies of the Americas from 1985 to
1989. Prior to that he was the Vice President of Marketing and Sales for
Dornier Medical Systems, a private company.

4

---



Spencer M. Vawter
has served on Biotels board of directors since 1998. Mr. Vawter is currently a
private consultant to several companies. He retired in 2002 from his position
as Vice President of Argonaut Technologies Systems Inc., a position he had held
since 2001. Argonaut Technologies Systems Inc. is a public company that
develops and markets software automation products for the chemical laboratory
market (AGNT). Between 1995 and 2001, Mr. Vawter served as President and CEO of
Camile Products, LLC, a developer and producer of chemical laboratory
automation equipment and software. Camile Products, LLC was acquired by
Argonaut Technologies Systems, Inc. in 2001, whereupon Mr. Vawter assumed his
duties there. Previously, Mr. Vawter served as President and Chief Executive
Officer of several private urology, ultrasound and medical companies, including
Mentor Urology, Avalon Technology, Biosound, and various divisions of
Boehringer Mannhiem. He was also Senior Vice President of Bio-Dynamics and
Director of Medical Instrumentation for the American Medical Association. Mr.
Vawter holds a bachelor of arts degree from Franklin College, Franklin,
Indiana, and a master of science degree from DePaul University, Chicago,
Illinois.

Judy E. Naus has
served as the Chief Financial Officer of Biotel since November 2003. She also
serves as the Chief Financial Officer and Vice President of Braemar, a position
she has held since 1997. Ms. Naus holds a bachelor of arts degree in business
administration/accounting from Augsburg College in Minneapolis, Minnesota and
has been employed with Braemar since 1977.

Audit Committee

Spencer
M. Vawter (Chairperson), L. John Ankney and David A. Heiden are the current
members of the audit committee of the board of directors. Each is an
independent member, as that term is defined in the rules promulgated by the
Nasdaq Stock Market. The audit committee represents the board in discharging
its responsibilities relating to our accounting, reporting and financial
control practices. The audit committee has general responsibility for review
with management of our financial controls, accounting, and audit and reporting
activities. It annually reviews the qualifications and engagement of our
independent accountants, makes recommendations to the board as to their
selection, reviews the scope, fees and results of their audit and reviews their
management comment letters. Mr. Ankney is a financial expert, as that term is
used in the Exchange Act.

Section 16(a) Beneficial Ownership Reporting
Compliance

Based
on a review of reports filed with the Securities and Exchange Commission by our
directors and executive officers regarding their ownership and transactions in
our common stock and written representations from those officers and directors,
we believe that, with the exceptions of late Form 4 filings by Mr. Steven
Springrose on October 7, 2010, Mr. David Heiden on December 17, 2009 and Ms.
Judy Naus on October 12, 2010, each executive officer and director complied
with all filing requirements in a timely manner under Section 16(a) of the
Securities Exchange Act of 1934, as amended, during the fiscal year ended June
30, 2010.

Code of Business Conduct and Ethics

Each
of Biotels directors and employees, including its executive officers, are
required to conduct themselves in accordance with ethical standards set forth
in the Code of Business Conduct and Ethics adopted by the board of directors.
The code is available on our website at www.biotelinc.com. Any amendments to or
waivers from the code will be posted on Biotels website. Information on our
website does not constitute part of this annual report.

5

---



|         |                        
|-------- | -----------------------
|Item 11. | EXECUTIVE COMPENSATION.

The
following table presents summary information for the two fiscal years ended
June 30, 2010 and June 30, 2009 concerning the compensation earned by our Chief
Executive Officer and other executive officers and two highest compensated
employees whose salary and bonus were in excess of $100,000.

SUMMARY COMPENSATION TABLE

|                                           |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|------------------------------------------ |  |  | ---- |  | ------ | ------- | ----- | - | ----------------- |  | -------------------------- | ------ | ----- | - | ------ |  | - | ------- | 
|Name and
 Principal Position               |  |  | Year |  | Salary |         | Bonus |   | Option
 Awards(1) |  | All Other
 Compensation(2) |        | Total |  
|                                           |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|B. Steven Springrose                       |  |  | 2010 |  | $      | 215,280 |       | $ | 24,489            |  | $                          |       |       | $ |       |  | $ | 239,769 | 
|President and Chief Executive Officer      |  |  | 2009 |  | $      | 207,563 |       | $ | 40,762            |  | $                          | 3,000  |       | $ |       |  | $ | 251,325 | 
|of Biotel and Chief Executive Officer of   |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|Agility Centralized Research Services      |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|                                           |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|Harold A. Strandquist                      |  |  | 2010 |  | $      | 101,834 |       | $ | 43,748            |  | $                          |       |       | $ | 12,797 |  | $ | 158,379 | 
|Executive Vice President of Biotel,        |  |  | 2009 |  | $      | 133,809 |       | $ | 55,602            |  | $                          | 2,500  |       | $ | 1,000  |  | $ | 192,911 | 
|Sales, Marketing and Business Development  |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|                                           |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|Judy E. Naus                               |  |  | 2010 |  | $      | 130,005 |       | $ | 21,770            |  | $                          |       |       | $ |       |  | $ | 151,775 | 
|Chief Financial Officer of Biotel and      |  |  | 2009 |  | $      | 122,733 |       | $ | 11,500            |  | $                          | 30,750 |       | $ |       |  | $ | 164,983 | 
|Vice President and Chief Financial Officer |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|of Braemar                                 |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|                                           |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|Paul D. Brinda                             |  |  | 2010 |  | $      | 141,870 |       | $ | 20,000            |  | $                          |       |       | $ |       |  | $ | 161,870 | 
|Chief Operating Officer of Braemar         |  |  | 2009 |  | $      | 94,413  |       | $ | 6,675             |  | $                          | 20,100 |       | $ |       |  | $ | 121,188 | 
|                                           |  |  |      |  |        |         |       |   |                   |  |                            |        |       |   |        |  |   |         | 
|Kelly W. Charon                            |  |  | 2010 |  | $      | 92,000  |       | $ |                  |  | $                          |       |       | $ | 52,858 |  | $ | 144,858 | 
|Director of Sales and Marketing of Braemar |  |  | 2009 |  | $      | 75,425  |       | $ |                  |  | $                          |       |       | $ | 65,052 |  | $ | 140,477 | 

|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|(1) | Options Awards are reported
 at Fair Market Value on date issued.                                    
|(2) | All Other Compensation
 reflects Commissions, Auto Allowance and Earned Vacation paid on termination.

Incentive Compensation Plan:

The
Companys Incentive Compensation Plan was designed to provide an incentive for
executives to achieve and surpass targeted performance goals. The Companys
executive officers participate in this plan, and the annual bonus amount for
each participant is based on one or more Company-wide performance measures as
well as individual performance objectives. The Compensation Committee normally
establishes the target level for performance-based cash incentive compensation
based on the Companys internal budget targets, which are reviewed and approved
by the Board of Directors. Individual performance objectives are established
based on the position requirements for each executive.

Employment Agreements:

The
Company entered into an Executive Employment Agreement with B. Steven
Springrose, Biotel President and Chief Executive Officer, for the three-year
period commencing July 1, 2008. Under the terms of the agreement, Mr.
Springrose is to receive an annual base salary commencing as of July 1, 2008 of
$207,000 subject to annual review and modification by the Board of Directors
upon recommendation of the Compensation Committee. The agreement provides an
18-month severance package in the event of either termination without cause or
termination following change of control. The agreement also provides a $500,000
life insurance policy plus continued health care insurance for a CEO-designated
beneficiary in the event of the CEOs death during the contract period.
Commencing January 1, 2010, the Agreement was extended for a period of three
years.

6

---



The
Company entered into an Executive Employment Agreement with Judy E. Naus, Biotel
Chief Financial Officer and Braemar Vice President and Chief Financial Officer,
for a three-year period commencing November 15, 2008. Under the terms of the
agreement, Ms. Naus is to receive an annual base salary commencing November 15,
2008, of $128,400 subject to annual review and modification by the Board of
Directors upon recommendation of the Compensation Committee. The agreement
provides a six-month severance package in the event of termination without
cause and a 12-month severance package in the event of termination following
change of control. Commencing January 1, 2010, the Agreement was extended for a
period of three years.

The
Company entered into an Executive Employment Agreement with Paul D. Brinda,
Braemar Chief Operating Officer, for a three-year period commencing October 30,
2008. Under the terms of the agreement, Mr. Brinda is to receive an annual base
salary commencing October 30, 2008 of $140,000 subject to annual review and
modification by the Board of Directors upon recommendation of the Compensation
Committee. The agreement provides a three-month severance package in the event
of termination without cause and a six-month severance package in the event of
termination following change of control. Commencing January 1, 2010, the
Agreement was extended for period of three years. Effective October 30, 2010,
the Agreement was amended to provide a six-month severance package in the event
of termination without cause and a 12-month severance package in the event
of termination following change of control.

The
Company entered into an Executive Employment Agreement with Suncica Kurzeder,
Agility Executive Vice President, for a three-year period commencing January 1,
2010. Under the terms of the agreement, Ms. Kurzeder is to receive an annual
base salary commencing January 1, 2010 of $106,080 subject to annual review and
modification by the Board of Directors upon recommendation of the Compensation
Committee. The agreement provides a three-month severance package in the event
of termination without cause and a six-month severance package in the event of
termination following change of control.

|
|

OUTSTANDING EQUITY AWARDS AS OF JUNE 30, 2010

|                     |  |                                                                          |        |                                                                            |  |                             |  |                          |       |  |  |            | 
|-------------------- |  | ------------------------------------------------------------------------ | ------ | -------------------------------------------------------------------------- |  | --------------------------- |  | ------------------------ | ----- |  |  | ---------- | 
|                     |  | Option Awards                                                            |       
|                    
|Name                 |  | Number of
 Securities
 Underlying
 Unexercised
 Options (#)
 Exercisable |        | Number of
 Securities
 Underlying
 Unexercised
 Options (#)
 Unexercisable |  | Option
 Exercise
 Price ($) |  | Option
 Expiration
 Date |      
|                     |  |                                                                          |        |                                                                            |  |                             |  |                          |      
|B. Steven Springrose |  |                                                                          | 60,000 |                                                                            |  |                            |  | $                        | 2.050 |  |  | 1/8/2014   | 
|                     |  |                                                                          |        |                                                                            |  |                             |  |                          |       |  |  |            | 
|Judy E. Naus         |  |                                                                          | 15,000 |                                                                            |  |                            |  | $                        | 2.050 |  |  | 1/8/2014   | 
|                     |  |                                                                          |        |                                                                            |  |                             |  |                          |       |  |  |            | 
|Paul D. Brinda       |  |                                                                          | 2,500  |                                                                            |  | 7,500                       |  | $                        | 2.010 |  |  | 10/30/2013 | 
|                     |  |                                                                          |        |                                                                            |  |                             |  |                          |       |  |  |            | 
|Kelly W. Charon      |  |                                                                          | 10,000 |                                                                            |  |                            |  | $                        | 1.900 |  |  | 9/26/2011  | 

7

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Board of Director Compensation

Upon
an initial election to the board of directors, a director typically receives a
one-time option grant of 10,000 shares of common stock. The chairman of the
board of directors receives annual compensation of $6,000 for board services.
The other non-employee directors each receive annual compensation of $4,000 for
board services, including any committee service. B. Steven Springrose, the only
employee director, does not receive any compensation other than his
compensation package as an employee of Biotel and the initial stock option
grant. The directors are also reimbursed for travel, lodging and other
reasonable expenses incurred in attending board of directors or committee
meetings.

|                      |  |                               |       |       |   |       | 
|--------------------- |  | ----------------------------- | ----- | ----- | - | ----- | 
|DIRECTOR COMPENSATION
|                      |  |                               |       |       |  
|Name                  |  | Fees
 Earned
 or Paid in Cash |       | Total |  
|                      |  |                               |       |       |   |       | 
|C. Roger Jones        |  | $                             | 6,000 |       | $ | 6,000 | 
|                      |  |                               |       |       |   |       | 
|L. John Ankney        |  | $                             | 4,000 |       | $ | 4,000 | 
|                      |  |                               |       |       |   |       | 
|Stanley N. Bormann    |  | $                             | 4,000 |       | $ | 4,000 | 
|                      |  |                               |       |       |   |       | 
|David A. Heiden       |  | $                             | 4,000 |       | $ | 4,000 | 
|                      |  |                               |       |       |   |       | 
|Spencer M. Vawter     |  | $                             | 4,000 |       | $ | 4,000 | 

8

---



|         |                                                                                                 
|-------- | ------------------------------------------------------------------------------------------------
|Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
 RELATED STOCKHOLDER MATTERS.

As
of October 25, 2010, 2,783,827 shares of our common stock were outstanding.
Each common share is entitled to one vote.

Information
as to the name, address and stockholdings of: (i) each person known by Biotel
to be a beneficial owner of more than five percent of our common stock; (ii)
each director and nominee for election to the board of directors; (iii) each
executive officer named in the Summary Compensation Table; and (iv) by all
executive officers and directors, as a group, as of October 25, 2010 is set
forth below. Except as indicated below, we believe that each person has the
sole (or joint with spouse) voting and investment powers with respect to such
shares.

|                                          |  |                                            |      |                  |      |   | 
|----------------------------------------- |  | ------------------------------------------ | ---- | ---------------- | ---- | - | 
|Name and Address of
 Beneficial Owner (1) |  | Amount and Nature of
 Beneficial Ownership |      | Percent of Class |     
|                                          |  |                                            |      |                  |      |   | 
|B. Steven
 Springrose                     |  | 263,811                                    | (2)  |                  | 9.5  | % | 
|                                          |  |                                            |      |                  |      |   | 
|Judy E. Naus                              |  | 46,000                                     | (3)  |                  | 1.7  | % | 
|                                          |  |                                            |      |                  |      |   | 
|L. John Ankney                            |  | 10,000                                     | (4)  |                  | *    |   | 
|                                          |  |                                            |      |                  |      |   | 
|Stanley N.
 Bormann                       |  | 28,750                                     | (5)  |                  | 1.0  | % | 
|                                          |  |                                            |      |                  |      |   | 
|David A.
 Heiden                          |  | 10,000                                     |      |                  | *    |   | 
|                                          |  |                                            |      |                  |      |   | 
|C. Roger
 Jones                           |  | 225,626                                    |      |                  | 8.1  | % | 
|                                          |  |                                            |      |                  |      |   | 
|Spencer M.
 Vawter                        |  | 26,000                                     | (6)  |                  | *    |   | 
|                                          |  |                                            |      |                  |      |   | 
|Donna
 Horschmann Moyer(7)                |  | 290,830                                    |      |                  | 10.5 | % | 
|                                          |  |                                            |      |                  |      |   | 
|Charles
 Moyer(8)                         |  | 266,830                                    |      |                  | 9.6  | % | 
|                                          |  |                                            |      |                  |      |   | 
|Cardiac
 Science Corporation(9)           |  | 180,628                                    |      |                  | 6.5  | % | 
|3303 Monte
 Villa Parkway                 |  |                                            |      |                  |      |   | 
|Bothell, WA
 98021                        |  |                                            |      |                  |      |   | 
|                                          |  |                                            |      |                  |      |   | 
|Elk
 Corporation (10)                     |  | 180,000                                    |      |                  | 6.5  | % | 
|1-15
 Higashikoraibashi Chuo Ku           |  |                                            |      |                  |      |   | 
|Osaka, Japan                              |  |                                            |      |                  |      |   | 
|                                          |  |                                            |      |                  |      |   | 
|All
 directors and executive officers     |  | 610,187                                    | (11) |                  | 21.9 | % | 
|as a group
 (7 persons)                   |  |                                            |      |                  |      |   | 

|    |                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Less than one percent.                                                                                                                                            
|(1) | Unless otherwise described,
 the address of the beneficial owner is 1285 Corporate Center Drive, Suite 150,
 Eagan, Minnesota 55121.                              
|(2) | Includes options for the
 purchase of 60,000 shares of common stock that are currently exercisable or
 will become exercisable within 60 days of October 25, 2010.
|(3) | Includes options for the
 purchase of 15,000 shares of common stock that are currently exercisable or
 will become exercisable within 60 days of October 25, 2010.
|(4) | Includes options for the
 purchase of 10,000 shares of common stock that are currently exercisable or
 will become exercisable within 60 days of October 25, 2010.
|(5) | Includes options for the
 purchase of 10,000 shares of common stock that are currently exercisable or
 will become exercisable within 60 days of October 25, 2010.

9

---



|     |                                                                                                                                                                                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6)  | Includes options for the
 purchase of 16,000 shares of common stock that are currently exercisable or
 will become exercisable within 60 days of October 25, 2010.                                                                                                                            
|(7)  | Based on information
 contained in a report on Schedule 13G filed with the Securities and Exchange
 Commission on February 18, 2005 bv Donna Horschmann Moyer.                                                                                                                                
|(8)  | Based on information
 contained in a report on Schedule 13G filed with the Securities and Exchange
 Commission on February 18, 2005 bv Charles Moyer.                                                                                                                                         
|(9)  | Cardiac Science Corporation
 is a public company (CSCX). Based on publicly available information, Cardiac
 Science has no controlling shareholder. Therefore, the vote of Biotel shares
 owned by Cardiac Science Corporation is made by an appointed officer of
 Cardiac Science Corporation.
|(10) | Elk Corporation is a
 company traded on the Osaka Stock Exchange in Japan.                                                                                                                                                                                                                    
|(11) | Includes options for the
 purchase of 111,000 shares of common stock that are currently exercisable or
 will become exercisable within 60 days of October 25, 2010.                                                                                                                           

SECURITIES AUTHORIZED FOR ISSUANCE UNDER
BIOTELS EQUITY COMPENSATION PLAN

The
following table sets forth certain information about Biotel common stock that
may be issued upon exercise of options as of June 30, 2010 under the 2001
Incentive Compensation Plan, which is Biotels only equity compensation plan.

|                                                             |  |                                                                                                   |         |                                                                               |   |                                                                                                                                                       |  |  |         | 
|------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------- | ------- | ----------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------- | 
|                                                             |  | Number of
 securities to be
 issued upon
 exercise of
 outstanding
 options, warrants
 and rights |         | Weighted averageexercise price of
 outstanding
 options, warrants
 and rights |   | Number of
 securities
 remaining
 available for
 future issuance
 under equity
 compensation
 plans (excluding
 securities
 reflected in
 column (a)) | 
|                                                             |  | (a)                                                                                               |         | (b)                                                                           |   | (c)                                                                                                                                                   | 
|Equity compensation plans approved by security holders       |  |                                                                                                   | 141,000 |                                                                               | $ | 1.6793                                                                                                                                                |  |  | 509,000 | 
|Equity compensation plans not approved by securities holders |  |                                                                                                   |        |                                                                               | $ |                                                                                                                                                      |  |  |        | 
|                                                             |  |                                                                                                   |         |                                                                               |   |                                                                                                                                                       |  |  |         | 
|Total                                                        |  |                                                                                                   | 141,000 |                                                                               | $ | 1.6793                                                                                                                                                |  |  | 509,000 | 

10

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|         |                                                                        
|-------- | -----------------------------------------------------------------------
|Item 13. | CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
 INDEPENDENCE.

Biotel
had no related party transactions during fiscal year 2010.

Board of Directors

The
current members of our board of directors are B. Steven Springrose, L. John
Ankney, Stanley N. Bormann, David A. Heiden, C. Roger Jones and Spencer M.
Vawter.

|         |                                        
|-------- | ---------------------------------------
|Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Independent Auditors Fees

The
following table presents fees for professional services rendered by Elliott
Davis, LLC for the audit of Biotels financial statements for the fiscal years
ended June 30, 2010 and June 30, 2009, and fees billed by Elliott Davis, LLC
for other services during those periods:

|                   |  |      |        |      |   |        | 
|------------------ |  | ---- | ------ | ---- | - | ------ | 
|                   |  | 2010 |        | 2009 |  
|Audit Fees         |  | $    | 58,700 |      | $ | 59,800 | 
|Audit Related Fees |  |      | 3,302  |      |   | 4,042  | 
|Tax Fees           |  |      | 9,775  |      |   | 9,300  | 
|All Other Fees     |  |      | 1,967  |      |   | 7,972  | 
|Total              |  | $    | 73,744 |      | $ | 81,114 | 

Audit
Fees were for professional services for auditing and
reviewing Biotels financial statements, as well as for consents and assistance
with and review of documents filed with the Securities and Exchange Commission.

Audit
Related Fees were for professional services related to
auditing and reviewing Biotels financial statements, including advising Biotel
as to complying with accounting policies and transactional planning.

Tax
Fees were for professional services for tax planning
and compliance.

All
Other Fees were for professional services not applicable
to the other categories.

Approval of Independent Auditors Services

The
audit committee meets prior to filing Form 10-K to approve the filing. In
addition, the committee meets to discuss audit plans and anticipated fees for
audit and tax work prior to the commencement of that work, and approves the
engagement of the independent auditors before the independent auditors are
engaged. All fees paid to the independent auditors are pre-approved by the
audit committee. These services may include audit services, audit-related
services, tax services and other services.

11

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PART IV

|         |                                         
|-------- | ----------------------------------------
|Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (3) Exhibits.

|                                                                        |  |                         |                                                                                                                             
|----------------------------------------------------------------------- |  | ----------------------- | ----------------------------------------------------------------------------------------------------------------------------
|Exhibit No.                                                             |  | Description of Exhibits
|                                                                        |  |                         |                                                                                                                             
|24.1
 *                                                                 |  |                         | Power of Attorney                                                                                                           
|                                                                        |  |                         |                                                                                                                             
|31.1
                                                                  |  |                         | Certification of the
 principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act
 of 2002.               
|                                                                        |  |                         |                                                                                                                             
|31.2
                                                                  |  |                         | Certification of the
 principal financial and accounting officer pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002.
|                                                                        |  |                         |                                                                                                                             
|32.1
                                                                  |  |                         | Certification of the
 principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act
 of 2002.               
|                                                                        |  |                         |                                                                                                                             
|32.2
                                                                  |  |                         | Certification of the
 principal financial and accounting officer pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002.
|                                                                       
|* Included on signature
 page to Form 10-K filed on September 28, 2010.
| Filed herewith.                                                      

12

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SIGNATURES

In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this amendment to the report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|      |                   |             |                                 
|----- | ----------------- | ----------- | --------------------------------
|      |                   | Biotel Inc.
|      |                   |             |                                 
|Date: | October 28,
 2010 | By          | /s/ B.
 Steven Springrose       
|      |                   |             | B. Steven
 Springrose, President
|      |                   |             | and Chief
 Executive Officer    

In
accordance with the Exchange Act, this amendment to the report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|                                     |  |                   | 
|------------------------------------ |  | ----------------- | 
|/s/ B.
 Steven Springrose            |  | October 28,
 2010
|B. Steven
 Springrose                |  |                  
|(President,
 Chief Executive Officer |  |                  
|and a
 Director)                     |  |                  
|                                     |  |                  
|/s/ Judy E.
 Naus                    |  | October 28,
 2010
|Judy E. Naus                         |  |                  
|(Chief
 Financial Officer            |  |                  
|and Chief
 Accounting Officer)       |  |                  
|                                     |  |                  
|/s/ C. Roger
 Jones*                 |  | October 28,
 2010
|C. Roger
 Jones                      |  |                  
|(Director)                           |  |                  
|                                     |  |                  
|/s/ Stanley
 N. Bormann*             |  | October 28,
 2010
|Stanley N.
 Bormann                  |  |                  
|(Director)                           |  |                  
|                                     |  |                  
|/s/ L. John
 Ankney*                 |  | October 28,
 2010
|L. John
 Ankney                      |  |                  
|(Director)                           |  |                  
|                                     |  |                  
|/s/ David A.
 Heiden*                |  | October 28,
 2010
|David A.
 Heiden                     |  |                  
|(Director)                           |  |                  
|                                     |  |                  
|/s/ Spencer
 M. Vawter*              |  | October 28,
 2010
|Spencer M.
 Vawter                   |  |                  
|(Director)                           |  |                  
|                                     |  |                   | 
|                                     |  |                   | 
|/s/ Judy E.
 Naus                    |  |                  
|* By Judy E.
 Naus, Attorney-in-fact |  |                  

13

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EXHIBITS INDEX

|Exhibit
    No. |                                                                                                                               | 
|--------------- | ----------------------------------------------------------------------------------------------------------------------------- | 
|                |                                                                                                                               | 
|24.1 *          | Power of Attorney                                                                                                             | 
|                |                                                                                                                               | 
|31.1            | Certification of the principal
    executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                | 
|                |                                                                                                                               | 
|31.2            | Certification of the principal
    financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 
|                |                                                                                                                               | 
|32.1            | Certification of the principal
    executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                | 
|                |                                                                                                                               | 
|32.2            | Certification of the principal
    financial and accounting officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 



* Included on signature page to Form 10-K filed on September 28,
2010.



14

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