SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB



          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     For the quarter ended December 31, 1998
                                       or
                  [ ] TRANSITION REPORT PURSUANT TO SECTION 13
                OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number 1-12992


                          NuMED HOME HEALTH CARE, INC.
            (Exact name of small business issuer as specified in its
                                    charter)


              STATE OF NEVADA                      34-1711764
      (State or other jurisdiction of           (I.R.S. Employer
       incorporation or organization)         identification No.)


            5770 Roosevelt Boulevard, Suite 700, Clearwater, FL 33760
               (Address of principal executive offices) (Zip Code)


              Issuer's telephone number, including area code: (727)
                                    524-3227




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


The number of shares outstanding of the Issuer's common stock at $.001 par value
as of February 12, 1999 was 5,847,743 (exclusive of Treasury Shares).

                                   Form 10-QSB
                                        1

<PAGE>


                  NuMED Home Health Care, Inc. and Subsidiaries
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                 December 31,       March 31
                                                                     1998            1998
                                                                --------------   ------------
                                 ASSETS
Current assets:
<S>                                                              <C>             <C>         
  Cash and cash equivalents                                      $     44,324    $     59,725
  Cash deposits securing contractual arrangements                   1,176,000       1,275,980
                                                                 ------------    ------------
                                                                    1,220,324       1,335,705
  Accounts receivable, net of allowance for doubtful accounts
      of $304,796                                                   4,065,222       4,343,476
  Prepaids, inventories, and other current assets                     154,287         335,825
                                                                 ------------    ------------
Total current assets                                                5,439,833       6,015,006

Property and equipment, net                                           269,300         382,928
Goodwill, net of amortization of $1,357,919
  and $1,271,584 respectively                                       3,822,216       4,081,222
 Other intangibles assets, net of accumulated amortization of
   $2,250,823 and $1,912,826 respectively                             200,828         242,563
Deferred tax and other                                                 74,742          34,185

                                                                 ------------    ------------
Total assets                                                     $  9,806,919    $ 10,755,904
                                                                 ============    ============


                   LIABILITES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Trade accounts payable                                         $    220,087    $    289,850
  Accrued salaries and payroll related                                869,137       1,291,419
  Accrued expenses                                                    325,693         278,055
  Estimated amounts due to third party payors                               0          21,345
  Short-term borrowings                                             2,122,047       1,596,424
  Current portion of long-term obligations                             12,563          97,053
                                                                 ------------    ------------
Total current liabilities                                           3,549,527       3,574,146

Long-term obligations, less current portion                           906,847         917,427
                                                                 ------------    ------------
Total liabilities                                                   4,456,374       4,491,573

Stockholders' equity:
  Preferred stock, authorized 2,000,000, no shares issued or
    outstanding                                                             0               0
  Common stock, $.001 par value, authorized 48,000,000 shares,
     5,901,500 shares issued                                            5,901           5,010
  Additional paid-in capital                                       11,061,124      10,653,754
  Treasury stock, 53,757 and 43,599 shares of common stock at
    cost, respectively                                                (77,826)        (87,634)
  Accumulated deficit                                              (5,638,654)     (4,306,799)
                                                                 ------------    ------------
Total stockholders' equity                                          5,350,545       6,264,331
                                                                 ------------    ------------
Total liabilities and stockholders' equity                       $  9,806,919    $ 10,755,904
                                                                 ============    ============
</TABLE>

                See notes to consolidated financial statements.
                                  Form 10-QSB
                                       2

<PAGE>


                  NuMED Home Health Care, Inc. and Subsidiaries
                      Consolidated Statements of Operations

                                               Nine Months Ended
                                                 December 31,
                                             1998           1997
                                       ------------   ------------
Revenues                               $ 13,707,711   $ 17,066,544
Direct expenses                          10,075,690     12,868,030
                                       ------------   ------------
Gross profit                              3,632,021      4,198,514
General and administrative expenses:

Salaries and benefits                     2,344,285      2,639,756
Operating expenses                          677,758        601,699
Professional fees                           148,108        147,781
Legal fees                                   89,764         58,588
Occupancy expenses                          634,421        548,879
Insurance                                   168,239        197,794
Amortization and depreciation               419,389        449,675
Bad debt expense                                125            382
                                       ------------   ------------
Total general and administrative          4,482,089      4,644,554
                                       ------------   ------------
Operating income (loss)                    (850,068)      (446,040)
Other revenues (expenses):
Interest income                              39,508         94,162
Interest expense                           (216,904)      (147,115)
Other Income                                525,000             --
Other Expense                              (824,510)             0
                                       ------------   ------------
Total other revenues (expenses)            (476,906)       (52,953)
                                       ------------   ------------
Profit (Loss) before income tax 
  expense (benefit)                      (1,326,974)      (498,993)
Income tax expense (benefit)                  4,881       (219,557)
                                       ------------   ------------
Net profit (loss)                      $ (1,331,855)    $ (279,436)
                                       ============   ============
Net income (loss) per share-basic 
  and diluted                          $      (0.26)       $ (0.06)
                                       ============   ============
Weighted average shares outstanding-
  basic and diluted                       5,199,663      4,948,301

                 See notes to consolidated financial statements
                                  Form 10-QSB
                                       3

<PAGE>


                  NuMED Home Health Care, Inc. and Subsidiaries
                      Consolidated Statements of Operations


                                                    Three Months Ended
                                                       December 31,
                                               1998                  1997
                                         ------------          ------------
Revenues                                  $ 4,328,064           $ 5,720,465
Direct expenses                             3,157,849             4,446,852
                                         ------------          ------------
Gross profit                                1,170,215             1,273,613
General and administrative expenses:
Salaries and benefits                         730,713               854,699
Operating expenses                            211,490               239,851
Professional fees                              40,509                74,707
Legal fees                                     15,710                37,844
Occupancy expenses                            183,829               216,588
Insurance                                      46,612                68,501
Amortization and depreciation                 143,217               142,233
Bad debt expense                                    0                     0
                                         ------------          ------------
Total general and administrative            1,372,080             1,634,423
                                         ------------          ------------
Operating income (loss)                      (201,865)             (360,810)

Other revenues (expenses):
Interest income                                13,499                47,850
Interest expense                              (74,260)              (62,163)
Other Income                                        0
Other Expense                                (799,847)                    0
                                         ------------          ------------
Total other revenues (expenses)              (860,608)              (14,313)
                                         ------------          ------------
Profit (Loss) before income tax 
  expense (benefit)                        (1,062,473)             (375,123)
Income tax expense (benefit)                                       (165,054)
                                         ------------          ------------
Net profit (loss)                        $ (1,062,473)           $ (210,069)
                                         ============          ============
Net income (loss) per share-basic 
  and diluted                                 $ (0.20)              $ (0.04)
                                         ============          ============
Weighted average shares outstanding-
  basic and diluted                         5,410,648             4,958,502




                 See notes to consolidated financial statements
                                   Form 10QSB
                                       4

<PAGE>

<TABLE>
<CAPTION>

                                         NuMED Home Health Care, Inc. and Subsidiaries
                                        Consolidated Statements of Stockholders' Equity
                               Nine Months Ended December 31, 1998 and Year Ended March 31, 1998

                                                          Additional
                                        Common Stock       Paid-in       Accumulated       Treasury Stock
                                       Shares   Dollars       Capital      (Deficit)   Shares       Dollars           Total
                                    ---------------------------------------------------------------------------------------

<S>                                  <C>         <C>      <C>            <C>           <C>        <C>           <C>         
 Balance at April 1, 1997            5,010,219   $ 5,010  $ 10,679,113   $(2,342,321)  (67,075)   $ (134,821)   $  8,206,981

Net loss                                                                  (1,964,478)                             (1,964,478)
Shares issued under
   employee stock purchase plan                                (25,359)                 23,476        47,187          21,828

                                  
                                    -----------------------------------------------------------------------------------------
 Balance at March 31, 1998           5,010,219     5,010    10,653,754    (4,306,799)  (43,599)      (87,634)      6,264,331

Net loss                                                                  (1,331,855)                             (1,331,855)

Purchase Treasury Shares                19,627        20         9,205                 (19,627)       (9,225)             (0)

Other                                  126,974       127        59,550                                                59,677

Shares issued under
   employee stock purchase plan                                (10,640)                  9,469        19,033           8,393

Shares  issued for Termination
   and Mutual Release Agreement        744,680       745       349,255                                               350,000

                                    
                                    -----------------------------------------------------------------------------------------
 Balance at December 31, 1998        5,901,500   $ 5,901   $11,061,124   $(5,638,654)  (53,757)     $(77,826)    $ 5,350,545
                                    =========================================================================================

</TABLE>

                 See notes to consolidated Finacial statements.
                                  Form 10-QSB
                                       5

<PAGE>

                  NuMED Home Health Care, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flow

                                                      December 31,     March 31,
                                                         1998            1998
                                                     -----------   -------------
Cash flows from operating activities
Net Income loss                                     $(1,331,855)   $ (1,964,478)

Adjustments to reconcile net income loss to net cash
  provided by (used in) operating activities:
     Depreciation and amortization                      419,389         604,479
     Cash securing contractual arrangements                             103,733
     Loss on sale or disposal of property, plant and
       equipment
     Increase (decrease) in cash due to net changes
       in operating assets
     and liabilities:
          Accounts receivable                           278,254        (901,427)
          Prepaids  and other current assets            181,538         (53,732)
          Accounts payable and accrued expenses        (465,752)       (401,512)
          Deferred charges and other                    (40,557)        499,897
                                                     ---------------------------
Net cash provided by (used in ) operating activities   (958,983)     (2,113,040)

Cash flows from investing activities
Purchase of property and equipment                       (5,020)       (129,289)
Purchase of accounts receivable lists
                                                     ---------------------------
Net cash provided by (used in) investing activities      (5,020)       (129,289)

Cash flows from financing activities
Proceeds from borrowings                              8,889,197       9,979,258
Payments from borrowings                             (8,458,645)     (9,095,492)
Proceeds from issuance of stock through employee 
  purchase plan                                           8,393          21,828
Proceeds from the issuance of stock                     350,000               0
Cash securing letters of credit                          99,980         599,020
Purchase of treasury stock                                    0               0
Proceeds from the issuance of stock                      59,677               0
Net cash provided by (used in) financing activities     948,602       1,504,614
                                                     ---------------------------
 Increase (decrease) in cash and cash equivalents       (15,401)       (737,715)
Cash and cash equivalents at beginning of year           59,725         797,440
                                                     ---------------------------
Cash and cash equivalents at end of year              $  44,324       $  59,725
                                                     ===========================

Supplemental Disclosure:
Interest paid during the year                         $ 216,904       $ 197,105
                                                     ===========================
Income taxes paid during the year                     $   4,881       $       -
                                                     ===========================



                 See notes to consolidated financial statements
                                   Form 10QSB
                                       6


<PAGE>

                  NuMED Home Health Care Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                               December 31, 1998


NOTE A-BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information and with the instructions to Form 10-QSB and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for  complete  financial   statements.   In  the  opinion  of  management,   the
accompanying  unaudited condensed  consolidated financial statements contain all
adjustments  (consisting of only normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the nine month
period ended  December 31, 1998 are not  necessarily  indicative  of the results
that  may  be  expected  for  the  year  ending  March  31,  1999.  For  further
information,  refer  to the  consolidated  financial  statements  and  footnotes
included in the Company's and Subsidiaries' Form 10-KSB for the year ended March
31, 1998.

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


Results of Operations

         Net Revenues for the nine months ended December 31, 1998,  decreased by
20% or  $3,359,000  over the same  period  one year  ago.  The  revenues  in the
rehabilitation division, NuMED Rehabilitation,  Inc. ("NuMED Rehab"),  decreased
$891,000  or 16%  compared  to the same  period  last  year.  The  cause was the
completion of the transition of a major rehab client's  in-house therapy program
and long-term care facility planning for impending  Prospective  Payment System.
The major client  contributed  $1,251,000  to the  company's  nine month revenue
ended  December  31,  1997.  The company has replaced 29% of this revenue in the
nine  months  ending  December  31,  1998.  The Home Health  division's  revenue
decreased  $2,467,000 or 21% compared to the same period last year.  The Company
strategically  took a  conservative  stand  with  the new IPS  (Interim  Payment
System) regulations  enacted by the federal government by successfully  reducing
the number of visits per  patient.  The company  developed  a  disease/treatment
program  called  Clinical  Pathways to help achieve the goal.  Additionally  the
company has now  completed a complete  review of the  potential  impact of "IPS"
after  calculating  the per  beneficiary  cap (per  client) and has  developed a
statistical  ratio of  shorter-term  client  diagnosis  vs.  longer-term  client
diagnosis. Because of the compilation, the firm believes it can accept a greater
number of longer-term clients, which is expected in the later quarters. The Home
Health Division now comprises 66% of the total revenues  compared to 68% for the
nine month period last year.

                                   Form 10QSB
                                       7

<PAGE>

                  NuMED Home Health Care Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                         December 31, 1998 - (Continued)


         For the three month period  ending  December  31, 1998 direct  expenses
declined  $1,289,000 or 29%. For the nine month period ending  December 31, 1998
direct  expenses  decreased  $2,792,000  or 22% compared to the same period last
year.  As a percentage of net  revenues,  direct  expenses were 74% for the nine
month  period  ended  December  31, 1998 and 75% for the nine month period ended
December  31,  1997.  The cost of sales for  NuMED  Rehab is 82% and the cost of
sales for the NuMED Home Health division is 69%.

         Gross Profit has  increased to 27% as a percentage  of net revenues for
the three month  period  ending  December  30, 1998 from 22% for the three month
period  December 31, 1997.  Gross Profit as a percentage of net revenues for the
nine month  period  ending  December 31, 1998 is 26% and 25% for the same period
one year ago.

         General and  Administrative  expenses for the three month period ending
December 31, 1998,  decreased  $262,000 while  increasing as a percentage of net
revenue by 3% to $1,372,000 or 32% of net revenue from  $1,634,000 or 29% of net
revenue for the same period one year ago.  The decrease of $291,000 was a result
of management's specific steps to control costs.

         Other  Expenses of $799,900 for the three month period ending  December
31, 1998  includes  $600,000  expense for the  Termination,  Noncompetition  and
Mutual  Release  Agreement  of Jugal  K.  Taneja,  $111,000  for the  legal  and
accounting fees on the failed merger  agreement with Mednu,  and $30,000 for the
additional proxy costs to date, associated with the proxy battle with the Turkey
Vulture Fund XIII, Ltd.

         As a result of the foregoing,  the Company  experienced a net operating
loss of  $202,000  and a net loss of  $1,062,000  for the  three  months  ending
December 31,  1998,  as compared to a net  operating  loss of $361,000 and a net
loss of  $210,000  for the same period one year ago.  For the nine month  period
ending  December  31,  1998 the  Company  experienced  a net  operating  loss of
$850,068 and a net loss of  $1,332,000  as compared to a net  operating  loss of
$446,040 and a net loss of $279,436 for the same period one year ago.


                                   Form 10QSB
                                       8

<PAGE>


                  NuMED Home Health Care Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                         December 31, 1998 - (Continued)


    Management  has and is  taking  specific  steps  to  control  costs  such as
consolidation of offices and monitoring  productivity.  The NuMED Rehabilitation
Horsham (Eastern) office was closed and NuMED  rehabilitation  ceased to operate
in that geographic  region.  The NuMED  Rehabilitation  Midwestern Region office
located in Cincinnati has been  consolidated  in the Parke Home Health Care site
and has  traditionally  been the larger  office.  That office will be  monitored
closely due to the Federal  Prospective  Payment changes mandated as a result of
the Balanced Budget Act of 1997. On July 1, 1998 the Total  Professional  Health
Care  offices were  combined  with Florida  Nursing  Services in St.  Petersburg
Florida and with the  Countryside  Health Services in Clearwater  Florida.  Each
consolidation resulted in the savings of an Assistant  Administrator in addition
to occupancy expenses. Consolidation of the back office processes and monitoring
of field personnel  efficiencies is expected to assist in managing future costs.
A full review of present  contracts  is underway  to evaluate  profitability  in
light of the IPS and PPS industry changes.


     During the third quarter of fiscal 1997,  NuMED paid a total of $568,000 to
a key rehab customer, representing disallowed costs for the client's fiscal year
ending June 30, 1996,  The Company was successful in its pursuit to recover such
costs,  approximately  $525,000 was accepted as recovery of the disallowed costs
in the appeal process. The entire disallowed cost was expensed when paid and the
$525,000 was included in other income during this quarter.


Liquidity and Capital Resources

     The Company's  working  capital and current ratio were $1,880,000 and $1.5,
respectively,  as of December  30,  1998,  as compared to  $2,441,000  and $1.7,
respectively,  as of March 31, 1998.  Both working capital and the current ratio
have decreased as a result of net losses.  Cash  decreased  $15,000 for the nine
months ended  December 31, 1998, as compared to March 31, 1998.  The decrease in
cash was primarily attributable to normal operations.

     The Company has established a $3,000,000  credit facility  secured by NuMED
Home  Health  Care,  Inc.,  NuMED  Rehabilitation,  Inc.,  Silver  Moves,  Inc.,
Countryside Health Services,  Inc.,  Pennsylvania Medical Concepts,  Inc., Whole
Person Health Care of Ohio Inc., Whole Person Health Care of Pennsylvania  Inc.,
and Parke  Home  Health  Care,  Inc.  The  credit  advances  are  limited to the
aggregate accounts receivable balances of qualified accounts under 120 days. The
outstanding balance as of December 31, 1998 was $1,847,047.

                                   Form 10QSB
                                       9

<PAGE>


                  NuMED Home Health Care Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                         December 31, 1998 - (Continued)


         The  Company  has two  additional  lines of  credit  in the  amount  of
$1,500,000 and $275,000.  The credit lines are fully secured by  certificates of
deposits. There was $901,000 and $275,000 outstanding as of December 31, 1998.

         The  Company's  net income has been and will  continue  to be  impacted
significantly  by the non-cash  charge of  amortization  expense of goodwill and
intangible  assets of the  Company.  At December  31,  1998,  net  goodwill  and
intangible assets of the Company were $4.0 million. The amortization of goodwill
and intangible assets in the future will decrease net income or increase any net
loss.

         The Company funded its cash flow requirements  through borrowings.  The
Company believes that its current cash reserves, current cash flow and the funds
available under its credit facilities will allow the Company to continue to meet
its expected  operating expenses and working capital needs for at least the next
12 months.


                                   Form 10QSB
                                       10

<PAGE>


                                    Part II.
                                OTHER INFORMATION


Item 1. LEGAL PROCEEDINGS

     The Company maintains  professional liability insurance in amounts believed
to be adequate by the Company based on its  experience.  Currently,  the Company
maintains  coverage  on  its  home  health  care  operations  in the  amount  of
$1,000,000 per occurrence with a $3,000,000  annual limit. The Company maintains
coverage on its  rehabilitation  therapy  operations in the amount of $4,000,000
annual  limit.  The Company may be subject to  liability  for the actions of its
employees  who provide  medical  services.  There can be no  assurance  that the
Company's  professional liability insurance will cover all types of claims, that
such  insurance  will  continue to be available to the Company on terms that are
acceptable  to it, or that the  amount  of such  insurance  will be  sufficient.
allegations.

     On November 17, 1998,  the Company filed a suit against Turkey Vulture Fund
in the United States District Court, Middle District of Florida, Tampa Division.
Although  the suit was filed on  November  17,  1998,  it was not  served  until
November 24, 1998,  because certain  directors of the Company were attempting to
amicably resolve the  disagreements  with Turkey Vulture Fund. In the Complaint,
the  Company  sought   injunctive  relief  for  Turkey  Vulture  Fund's  alleged
violations   of  Section  13(d)  of  the   Securities   Exchange  Act  of  1934.
Specifically,  the Company  alleged  that Turkey  Vulture  Fund failed to timely
amend its  Schedule  13D to (I)  reflect  its true  intention,  as stated in its
November 12, 1998 Proxy Statement,  to oust current management,  gain control of
the Company through a proxy fight,  and eliminate the Company's  staggered Board
of Directors,  and (ii) indicate its increased  ownership of shares. As a result
of  these  allegations,  the  Company  sought  (i)  a  temporary  and  permanent
injunction  requiring  the  Turkey  Vulture  Fund to file  an  amendment  to the
Schedule 13D, which will accurately  reflect its true purpose,  (ii) a temporary
injunction  enjoining  Turkey  Vulture Fund from  exercising  voting  rights and
soliciting  proxies  during the pendancy of this lawsuit,  (iii) an  appropriate
"cooling off period," to permit the investing public a reasonable amount of time
to digest any  amendment  to the  Schedule  13D  ordered by the Court and (iv) a
judgment in favor of the Company for the costs and  attorneys'  fees  associated
with bringing lawsuit.

     On December 16,  1998,  the Company was served with Turkey  Vulture  Fund's
Verified  Amended Answer and  Counterclaim  for Preliminary  Injunction.  In its
Answer,  Turkey  Vulture  Fund denied the  material  allegations  against it and
alleged that any  violations of Section 13(d) were cured.  In its  Counterclaim,
Turkey Vulture Fund requested that the court (i)  preliminarily  and permanently
enjoin the Company and its directors from (a) taking or  authorizing  any action
outside of the ordinary course of business,  and (b) taking any action that have
the effect of bestowing a benefit upon the  Company's  directors,  officers,  or
employees;  (iii) preliminarily and permanently enjoin the Company from changing
the date of the  stockholders'  meeting  or  advancing  the  record  date of the
meeting;  and (iv) require the Company to provide Turkey Vulture Fund an updated
stockholders ledger. On December 29, 1998, the Company filed a Motion to Dismiss
the Counterclaim.

                                  Form 10-QSB
                                       11

<PAGE>

     On December 16,  1998,  the Company was served with Turkey  Vulture  Fund's
Motion for Summary  Judgment in which Turkey  Vulture Fund alleged that it cured
the  deficiencies  in its 13D and that the  Company's  Complaint  was moot.  The
Company's response was filed on December 31, 1998.

     On December 17,  1998,  the Company was served with Turkey  Vulture  Fund's
Motion for  Preliminary  Injunction,  which also named the individual  directors
that were previously named in the Counterclaim.  The Company,  together with the
named directors,  filed its Opposition to the Motion from Preliminary Injunction
on December 29, 1998. A hearing on this Motion for  Preliminary  Injunction  was
held on December 30,  1998.  Following  the  hearing,  the Court issued an Order
finding that "it needs further  information  with respect to the complex factual
matters involved," and enjoining the Company from taking any actions outside the
ordinary  course of business.  Accordingly,  the court  appointed an independent
mediator  with  authority in the nature of a special  master.  The mediator held
hearings on January 4 through January 6, 1999.

     On January 6,  1999,  the  Company  and its Board of  Directors  reached an
agreement  with Turkey  Vulture Fund to settle all  outstanding  litigation  and
present to NuMED's  stockholders  a combined  slate of  nominees to the Board of
Directors for this Meeting. Pursuant to the settlement agreement, Turkey Vulture
Fund  agreed  to cause  the  Committee  for a New  NuMED to  withdraw  its proxy
statement  that had been filed in opposition  to the Board of  Directors'  proxy
statement.   The  parties  to  the  settlement  agreement  agreed  to  take  all
appropriate  steps  pursuant to  applicable  law  necessary  to allow the Turkey
Vulture  Fund to enter into a stock  purchase  agreement  for 744,680  shares of
common  stock  directly  from the company,  from its  currently  authorized  but
unissued stock for $350,000 in cash. The settlement  agreement provided that the
closing was to occur  within two days of the  shareholders'  approval.  However,
Stockholder approval was not required under Nevada law, and accordingly, no such
approval was sought.  As of February 12, 1999 the Stock Purchase  Agreement with
the Turkey Vulture Fund has not been consummated.

     As part of the settlement  agreement Management agreed to recommend a slate
consisting of the following six (6) directors:  Susan J.  Carmichael,  Thomas V.
Chema,  J.  Michael  Gorman,  Richard M.  Osborne,  Thomas J. Smith and Jugal K.
Taneja.  Additionally,  all of the parties  agreed to vote all of their  shares,
which  were  eligible  to vote in favor of the  foregoing  slate.  However,  Mr.
Taneja,  the Company's  former  Chairman and Chief  Executive  Officer,  was not
eligible  to vote the  744,680  shares  of NuMED  Common  Stock he  received  in
connection with the entering into of his Termination  Noncompetition  and Mutual
Release  Agreement at the Meeting.  In addition,  the Board had agreed to reduce
the  number of  Directors  to six (6) and amend the  By-Laws  to  eliminate  the
staggered Board of Directors prior to the Meeting. Finally, the parties from the
settlement agreement agreed to enter into a standstill agreement on proxy fights
through the year 2000 Annual  Stockholders  meeting.  The Board of Directors did
take all required action prior to the annual meeting of the  Stockholders'  held
on January 28,  1999.  Moreover  the  Stockholders  elected the  afforementioned
nominees to the Board.


Items 2 through 3. - Not applicable

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


                                   Form 10QSB
                                       12

<PAGE>


There  have been no  matters  submitted  to  security  holders  during the third
quarter of fiscal 1999.

Item 5. OTHER INFORMATION

         On August 20, 1998,  the Company signed an Agreement and Plan of Merger
with Mednu Acquisition Corp.  ("Mednu") Mednu was organized by certain investors
residing  in New Jersey to effect the  acquisition  of  synergistic  health care
companies to provide  comprehensive  home health care services,  back-office and
management services.

         The merger was subject to  satisfactory  completion  of due  diligence,
Mednu's receipt of an acceptable financing commitment and shareholder  approval.
On October 14, 1998 after the  satisfactory  completion of due diligence,  Mednu
terminated  the  agreement  because of Mednu's  failure to secure  financing  or
commitments on terms satisfactory to Mednu. Mednu cited then current unfavorable
financial market conditions.




Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits. There are no exhibits filed with this report

(b) Reports on Form 8-K. The  following 8-K's were filed in the third quarter of
fiscal 1999:  

     1.   November  23,  1998 - Regarding  Mr.  Jugal K.  Taneja's  Termination,
          Noncompetition  and Mutual Release Agreement and Ms.  Carmichael's new
          Employment Agreement.

     2.   December  1,  1998  -  Regarding  Change  in  Registrant's  Certifying
          Accountant.

                                  Form 10-QSB
                                       13
<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                            NuMED Home Health Care, Inc.


  Date: February 12, 1999                   By:  /s/ Susan J. Carmichael
                                                ------------------------
                                            Susan J. Carmichael
                                            Chairman of the Board,
                                            Chief Executive Officer


  Date: February 12, 1999                   By:  /s/ Marilyn K. Maginnes
                                                 -----------------------
                                            Marilyn K. Maginnes
                                            Corporate Controller
                                            Principal Accounting Officer