HEALTHMED SERVICES LTD - FORM S-1/A

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EX-23.1 - HEALTHMED SERVICES LTD	exhibit231consent.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HEALTHMED SERVICES LTD.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

7374

(Primary Standard Industrial Classification Code Number)

1250 Oakmead, #210, Sunnyvale, CA 94085 (866) 428-5689

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

RITE, LLC

1905 South Eastern Avenue, Las Vegas, Nevada 89104

Telephone:

(Name, address, including zip code, and telephone number, including area code, of agent for service)

From time to time after the effective date of this Registration Statement.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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 definitions of “large accelerated filer," "accelerated filer,” and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

TITLE OF EACH	AMOUNT TO BE	PROPOSED	PROPOSED	AMOUNT OF
CLASS OF	REGISTERED	MAXIUM	MAXIMUM	REGISTRATION
SECURITIES TO		OFFERING	AGGREGATE	FEE (2)
BE REGISTERED		PRICE PER	OFFERING
		SHARE (1)	PRICE (2)

Common Stock	2,334,500	$0.04	$93,380	$3.67

	(1)	Based on the last sales price on March 29, 2006.

	(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to Section 8(a), may determine.

SUBJECT TO COMPLETION, Dated June , 2010

The information in this prospectus is not complete and may be changed. The selling security holders may not sell or offer these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Subject to Completion

June _____, 2010

HEALTHMED SERVICES LTD.

A NEVADA CORPORATION

2,334,500 SHARES OF COMMON STOCK OF HEALTHMED SERVICES LTD.

_________________________________

The prospectus relates to the resale to the public by certain selling shareholders of Healthmed Services Ltd. of up to 2,334,500 shares of our common stock with a par value of $0.001.

The selling shareholders will be offering their shares of common stock at a price of $0.04 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. Our stock is quoted on the Over the Counter Bulletin Board but there has been no market for our securities and a public market may not develop, or, if any market does develop, it may not be sustained.

We will not receive any proceeds from the resale of shares of our common stock by the selling shareholders. We will pay for expenses of this offering.

The selling shareholders may be deemed to be “underwriters,” as such term is defined in the Securities Act.

Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page of this prospectus before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.

The information in this prospectus is not complete and may be changed. The selling shareholders may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is June _____, 2010.

Prospectus Summary

Prospective investors are urged to read this prospectus in its entirety.

Corporate Background:

We were incorporated in the State of Nevada on September 14, 2000. We have not generated any revenues to date and we are a development stage company. Our primary business objective is to use communications technology to provide individuals, companies and health-provider organizations with round-the-clock telephone and web-based access to medical advice, information, products and services. We intend to provide outsourced services to clients via our internet-based information and medical advice website and our proposed HealthMed North American call center, and will support our business partners around the globe by supplying the tools, technology and know-how required for the successful operation of a Health Information Center.

Our offices are currently located at 1250 Oakmead, #210, Sunnyvale, CA 94085. Our telephone number is (866) 428-5689. We have secured a domain name and have an operating web site. Our fiscal year end is December 31.

Our auditors have issued an audit opinion which includes a statement describing their doubts about whether we will continue as a going concern.

The Offering:

Securities Being Offered		Up to 2,334,500 shares of common stock.

Offering Price		The selling shareholders will sell our shares at prevailing market prices or privately negotiated prices.

Terms of the Offering		The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.

Termination of the Offering		The offering will conclude when all of the 2,334,500 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of the shares.

Securities Issued and to be Issued		6,070,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.

Use of Proceeds		We will not receive any proceeds from the sale of the common stock by the selling shareholders.

Summary Financial Information

The summarized financial data presented below is derived from and should be read in conjunction with:

·	our audited financial statements for the years ended December 31, 2009 and December 31, 2008 and the period from September 14, 2000 (date of inception) to December 31, 2009;

·	our interim financial statements for the period ended March 31, 2010 and March 31, 2009 and the period from September 14, 2000 (date of inception) to March 31, 2010; and

·	the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled “Management’s Discussion and Analysis”.

		December 31, 2009 (audited)	December 31, 2008 (audited)	Three Months Ended March 31, 2010 (unaudited)	Three Months Ended March 31, 2009 (unaudited)
Cash	$	8,073	2,906	4,717	9,853
Working Capital	$	8,073	2,906	4,717	9,853
Total Assets	$	8,073	2,906	4,717	9,853
Total Liabilities	$	Nil	Nil	Nil	Nil
Total Stockholder’ Equity(deficit)	$	8,073	2,906	4,717	9,853

		December 31, 2009 (audited)	December 31, 2008 (audited)	Three Months Ended March 31, 2010 (unaudited)	Three Months Ended March 31, 2009 (unaudited)
Revenue	$	Nil	Nil	Nil	Nil
Net Income (loss)	$	(19,833)	(33,614)	(3,356)	(8,053)
Income (loss) per share	$	0.004	0.006	Nil	Nil

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

We have no operating history and have maintained losses since inception, which we expect to continue into the future.

We were incorporated on September 14, 2000, and have very limited operations. We have not realized any revenues to date. Our website, although operational, requires additional work prior to us being able to generate revenue. We have no operating history at all upon which an evaluation of our future success or failure can be made. Our net loss from inception to December 31, 2009 is $186,777. Based upon our proposed plans, we expect to incur operating losses in future periods. This will happen because there are substantial costs and expenses associated with the development, testing and marketing of our website. We currently believe we are at least 24-36 months away from generating our first revenues. We may fail to generate revenues in the future. If we cannot attract a significant number of users, we will not be able to generate any significant revenues or income. Failure to generate revenues will cause us to go out of business because we will not have the money to pay our ongoing expenses.

In particular, additional capital may be required in the event that:

·	the actual expenditures required to be made are at or above the higher range of our estimated expenditures;

·	we incur unexpected costs in completing the development of our product or encounter any unexpected technical or other difficulties;

·	we incur delays and additional expenses as a result of technology failure;

·	we are unable to create a substantial market for our website; or

·	we incur any significant unanticipated expenses.

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans and achieve a profitable level of operations.

If our estimates related to expenditures are erroneous our business will fail and you will lose your entire investment.

Our success is dependent in part upon the accuracy of our management's estimates of expenditures, which are currently budgeted at $25,000 for the next 12 months. If such estimates are erroneous or inaccurate we may not be able to carry out our business plan, which could, in a worst-case scenario, result in the failure of our business and you losing your entire investment.

If we do not obtain additional financing, our business will fail.

Our current operating funds are less than necessary to our plan of operations over the next 12 months, and therefore we will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income. As well, we will not receive any funds from this registration.

We will require additional financing to sustain our business operations if we are not successful in earning revenues. We do not currently have any arrangements for financing and may not be able to find such financing if required.

If we are unable to complete the development of our website we will not be able to generate revenues and you will lose your entire investment.

We have not completed the development of our website and we have no contracts or licenses for the sale or use of our website. The success of our business will depend on its completion and the acceptance of our website by our potential customers. Achieving such acceptance will require significant marketing investment. Our website, once developed and tested, may not be accepted by our customers at sufficient levels to support our operations and build our business. If the proposed website that we will develop is not accepted at sufficient levels, our business will fail.

Our website, when developed, may contain defects that will make it more difficult for us to establish and maintain customers.

Despite testing during development, our website may contain undetected design faults and software errors, or "bugs," that are discovered only after it has been installed and used by customers. Any such default or error could cause delays in delivering our website or require design modifications. These could adversely affect our competitive position and cause us to lose potential customers or opportunities. In addition, our website has yet to gain widespread acceptance in the market, any delays would likely have a more detrimental impact on our business than if we were a more established company.

Because we have two directors, deadlocks may occur in our Board’s decision making process, which may delay or prevent critical decisions from being made.

Since we currently only have an even number of directors, deadlocks may occur when such directors disagree on a particular decision or course of action. Our Articles and By-Laws do not contain any mechanisms for resolving potential deadlocks. While our directors are under a duty to act in the best interest of our company, any deadlocks

may impede the further development of our business in that such deadlocks may delay or prevent critical decisions regarding our development.

Risks Associated with Our Common Stock

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

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

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

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

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

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all

possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

USE OF PROCEEDS

The shares of common stock offered by this prospectus are being registered for the account of the selling shareholders named in this prospectus. As a result, all proceeds from the sales of the common stock will go to the selling shareholders and we will not receive any proceeds from the resale of the common stock by the selling shareholders. We will, however, incur all costs associated with this registration statement and prospectus.

DETERMINATION OF OFFERING PRICE

The selling shareholders will sell shares of our common stock at prevailing market prices on the OTC Bulletin Board or privately negotiated prices. We cannot ensure that a market for our shares will be established on the OTC Bulletin Board.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

SELLING SHAREHOLDERS

The selling shareholders named in this prospectus are offering all of the 2,334,500 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration under Rule 504 and Rule 506 of Regulation D of the Securities Act of 1933. The shares include the following:

1.	1,035,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation D of the Securities Act of 1933 and was completed on September 15, 2003;

2.	12,500 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation D of the Securities Act of 1933 and was completed on June 6, 2005; and

3.	1,287,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation D of the Securities Act of 1933 and was completed on March 29, 2006.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:


	1.	the number of shares owned by each prior to this offering;
	2.	the total number of shares that are to be offered for each;
	3.	the total number of shares that will be owned by each upon completion of the offering; and
	4.	the percentage owned by each upon completion of the offering.

Name Of Selling Stockholder

Shares Owned Prior To This Offering

Total Number Of Shares To Be Offered For Selling Shareholders Account

Total Shares to Be Owned Upon Completion Of This Offering

Percentage of Shares owned Upon Completion of This Offering

Thomas A. Todd Sr. 7721 E Gray Road #103 Scottsdale, AZ 85260	290,000	290,000	Nil	Nil
Lorrie L. Todd 9175 Camino Del Santo Scottsdale AZ 85260	290,000	290,000	Nil	Nil
Trevor E Reedy 22968 N 91st Place Scottsdale AZ 85255	75,000	75,000	Nil	Nil
Coleman L Reedy 22968 N 91st Place Scottsdale AZ 85255	75,000	75,000	Nil	Nil
Carey Robertson 20968 50th Avenue Langley BC Canada V3A 5Y8	45,000	45,000	Nil	Nil
Randy Reiss 40505 111 200 Burrard St Vancouver BC Canada V6C 3L0	30,000	30,000	Nil	Nil
Darren Hayes 8369 OK Landing Vernon BC Canada V1H 1S5	30,000	30,000	Nil	Nil
Bill Pye 2812 Dundas St Vancouver BC V5K 1R4 Canada	30,000	30,000	Nil	Nil
Darko Mrakuzic 3150 136th Street Surrey BC V4P 3C8 Canada	45,000	45,000	Nil	Nil
Marijan Mrakuzic 3150 136th Street Surrey BC V4P 3C8 Canada	30,000	30,000	Nil	Nil
Paula R Kiess 500 1080 Mainland Street Vancouver BC Canada V6B 2T4	30,000	30,000	Nil	Nil
Shawn Clarkin 10899 Chenny Lanr Delta BC Canada V4E 3L8	30,000	30,000	Nil	Nil
Dianne Scott 169 Brookwood Drive Spruce Grove AB T7X 1G6	45,000	45,000	Nil	Nil

Kenneth E Scott 208 Jespersen Avenue Spruce Grove AB T7X 2	45,000	45,000	Nil	Nil
James Dikeakos 3176 West 12th Avenue Vancouver BC Canada V6k 2E7	15,000	15,000	Nil	Nil
Angela Dikeakos 3176 West 12th Avenue Vancouver BC Canada V6K 2E7	45,000	45,000	Nil	Nil
Jesse T Reynolds 8425 Bonita Drive E Scottsdale AZ 85250	120,000	120,000	Nil	Nil
Kenneth A Atkinson 25555 Windy Walk Drive Scottsdale AZ 85255	45,000	45,000	Nil	Nil
Michelle A Emerson 25555 Windy Walk Drive Scottsdale AZ 85255	45,000	45,000	Nil	Nil
Thomas A Todd Jr. 7721 E Gray Road Scottsdale AZ 85260	50,000	50,000	Nil	Nil
Murray A Keating 14379 30th Avenue Surrey BC Canada	291,000	291,000	Nil	Nil
Antonio Campos 9361 Buckhaven Drive #106 Las Vegas NV 89117	128,500	128,500	Nil	Nil
Jacqueline Campos 9361 Buckhaven Drive Las Vegas NV 89117	100,000	100,000	Nil	Nil
Judith Parent 1200 Riverside Drive Reno Nevada 89503	10,000	10,000	Nil	Nil
Stephen Parent 1200 Riverside Drive Reno Nevada 89503	10,000	10,000	Nil	Nil
Lavender House LLC 1200 Riverside Drive Reno NV 89503	10,000	10,000	Nil	Nil
Willie Evans 3347 Chesterbrook Court Las Vegas NV 89135	2,500	2,500	Nil	Nil

Brenton Morgan 1000 N Green Valley Pkwy, Suite 440 Henderson NV 89074	2,500	2,500	Nil	Nil
Sharon Morgan 1000 N Green Valley Pkwy, Suite 440 Henderson NV 89074	2,500	2,500	Nil	Nil
Lisa Kelly 10251 Foggy Glen St Las Vegas NV 89135	2,500	2,500	Nil	Nil
Etan Goldman 1808 Relate Court Las Vegas NV 89117	2,500	2,500	Nil	Nil
Alexander Long 9101 W Sahara Avenue Las Vegas NV 89117	10,000	10,000	Nil	Nil
Esther Vasquez 1074 N Rancho #429 Las Vegas NV 89106	5,000	5,000	Nil	Nil
TJ Jetsky PO Box 62421 Boulder City NV 89006	5,000	5,000	Nil	Nil
Jeralya Goldman 1808 Relate Court Las Vegas NV 89117	2,500	2,500	Nil	Nil
Herbert Goldman 1808 Relate Court Las Vegas NV 89117	2,500	2,500	Nil	Nil
Belesi Enterprises LLC 3665 N Jones Blvd Las Vegas NV 89108	25,000	25,000	Nil	Nil
Anastasia Danesi 3665 North Jones Blvd Las Vegas NV 89149	12,500	12,500	Nil	Nil
Frank Danesi Jr. 8787 West Washburn Rd Las Vegas NV 89149 Custodian for Cody Danesi	125,000	125,000	Nil	Nil
Audio Expert Inc 7170 E Charlston Blvd Las Vegas NV 89104	12,500	12,500	Nil	Nil
The Myles Trust 8220 Myles Court Las Vegas NV 89149	25,000	25,000	Nil	Nil
Thomas P Allison 1981 Canyon Breeze Dr Las Vegas NV 89134	12,500	12,500	Nil	Nil

Dana Anderson 4378 Goya ST Las Vegas NV 89121	5,000	5,000	Nil	Nil
Eileen Anderson 4378 Goya St Las Vegas NV 89121	3,500	3,500	Nil	Nil
Ted Campbell II 9508 Royal Lamb Las Vegas NV 89145	104,000	104,000	Nil	Nil
Go Public First 3665 N Jones Blvd Las Vegas NV 89108	12,500	12,500	Nil	Nil
Total	2,334,500	2,334,500	Nil	Nil

The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 6,070,000 shares of common stock outstanding on the date of this prospectus.

None of the selling shareholders:


	(1)	has had a material relationship with us other than as a shareholder at any time within the past three years; or
	(2)	has ever been one of our officers or directors.

PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions. There are no arrangements, agreements or understandings with respect to the sale of these securities.

The selling shareholders will sell our shares on the OTC Bulletin Board at prevailing market prices or privately negotiated prices. There is no assurance of when, if ever, a market for our stock will be established on the OTC Bulletin Board or if our stock will ever be listed on an exchange.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:


	1.	Not engage in any stabilization activities in connection with our common stock;
	2.	Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
	3.	Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:


	1.	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
	2.	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements
	3.	contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
	4.	contains a toll-free telephone number for inquiries on disciplinary actions;
	5.	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
	6.	contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:


	1.	bid and offer quotations for the penny stock;
	2.	the compensation of the broker-dealer and its salesperson in the transaction;
	3.	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
	4.	monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

Our authorized capital stock consists of 25,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As of March 22, 2010, there were 6,070,000 shares of our common stock issued and outstanding that are held by 52 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Macdonald Tuskey has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus and the registration statement have been audited by Gruber & Company, LLC, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INFORMATION WITH RESPECT TO THE REGISTRANT

Description of Business

Overview of our Company

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this registration statement on Form S-1, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to shares of our common stock.

We were incorporated in the State of Nevada on September 14, 2000 under the name "Telemax Communications, Inc.”. On July 14, 2003, we changed our name to "Healthmed Services, Ltd.". We are a development stage company and have not yet generated or realized any revenues from our business operations. We have never been bankrupt, been under the control of a receiver or similar proceedings with respect to ourselves.

Our offices are currently located at 1250 Oakmead, #210, Sunnyvale, CA 94085. Our telephone number is (866) 428-5689.

Our primary business objective is to use communications technology to provide individuals, companies and health-provider organizations with round-the-clock telephone and web-based access to medical advice, information, products and services. We intend to provide outsourced services to clients via our internet-based information and medical advice website and our proposed HealthMed North American call center, and will support our business partners around the globe by supplying the tools, technology and know-how required for the successful operation of a Health Information Center.

Effective November 10, 2008, shares of our common stock were quoted on the Over the Counter Bulletin Board.

Our Services

Initially, we intend to offer two categories of services, our online service through our HealthMed website and our call center.

Online Service – HealthMed Web Site (www.healthmedservices.net)

Through our website we intend to offer the following services:

Public Portal: Free interactive web site for individuals, consumers, and the general public, designed to provide health information and recommendations in simple and easy-to-use formats. This public portal will generate revenue primarily from the sale of advertising and specially-designed sponsorship programs focused around specific areas of medicine and treatments. We will not charge user fees for access to this public portal.

Private and Custom-Designed/Client Specific Portal – Health Information Centers: These web sites will utilize HealthMed’s web infrastructure and design, while benefitting from the customized web site that bears the client’s name and logos, and is tailored specifically for their employees. This secure private-labeled web site, powered by HealthMed and accessed through the client’s web site or intranet, will allow each employee to access their personal health records, research a variety of health and medical related topics, and give each person access to information and resources to better assist them in making personal health plan and medical treatment decisions. Private Portals generate revenue mainly through the licensing of the HealthMed web platforms and web sites, as well as fees charged for the customization and tailoring of each web site to specific client needs and requirements.

·	All of these web-based platforms will have multi-language capability, providing the user with the ability to select the language they prefer to view, including English, Spanish, French, Italian, German, Russian, Chinese, and Arabic.

·	HealthMed is currently working with Kline Interactive, a Scottsdale, Arizona, web and internet platform development company, to re-design and re-launch the HealthMed public and private internet portals/sites.

HealthMed Call Centers – Outsource Services

Through our call centers we intend to offer the following services:

·	We intend to provide a full line of health information services from our planned call centers in North America, Latin America and Europe on a per call or a captivated basis by telephone and Internet to payers, providers and end-users of medical services.

·	These services will be provided through qualified third-party call centers specializing in the health information and medical assistance industries.

·	The call centers will also provide their services in the multiple languages mentioned above.

The Marketplace

Domestic Market Overview

The U.S. Health Care Information market has grown to its current size as projected in the following studies:

Today there are over 125 million members paying on average $6.00 each per year for core services. In addition, there are more than 300 systems installed in hospitals and insurance companies, providing services valued at over $300 million. Merrill Lynch correctly estimated this demand management industry growth at more than 25% per year.

Even five years ago, the thought of hopping on the internet to make decisions about personal healthcare seemed progressive if not foreign to most. Now, online trends are showing that using the internet to find healthcare information has become the norm. According to National Research and the Healthcare Market Guide (HCMG) survey, the following findings and trends show tremendous potential for internet-based health information and service providers:

·	4 out of 10 Americans are using the internet to find information about healthcare. That’s up from an average of only 1 in 10 in 2001 and demonstrates that e-health activity is surging.

8 out of 10 HCMG survey respondents reported that they would go online at some point in the future for healthcare information. This is easy to believe when popular health information websites like WebMD are fast becoming reliable, experienced information sources that have stood the test of time (WebMD turns 10 next year).

·	New sites like FamilyDoctor.org and Healthline.com also pack a punch when it comes to searchable health information.

·	41.4% of those over the age of 65 are using the internet for general health services compared to 37.6% of respondents under the age of 34.

·	Those who live in a household that earns over $100,000 per year are more likely (nearly 1 in 2) to use the internet to find health information.

·	Those in Southern states used the internet less for general health services information (36%) than those in the Mountain West (43%).

·	Pacific Coast residents found their physician information online (36%) more than those in the upper Midwest (26%). Despite these disparages, for the most part all states had a significant amount of residents who were online making health decision and seeking information.

It seems that more Americans will continue to use the internet as a healthcare resource in the future. After eliminating the partial overlap between subscribers and those with access to subsidized programs we estimate that approximately half of the US population currently has access to these programs.

International Market Overview

Management of our company believes that the greatest potential for the growth of our company is from providing our services internationally, including developing countries that are experiencing rapid economic and population growth.

Insurance companies, employers and healthcare providers in these countries are striving to provide basic levels of care at a reasonable cost. Governments worldwide are being asked to improve access to care while simultaneously facing budget cuts and spending caps. Yet while half of U.S. citizens are now enrolled in some type of demand management program, such programs are virtually non-existent in the majority of developing countries. Our studies indicate that demand management programs can be successfully replicated in both private and public healthcare systems abroad, and that a large pool of international donor funding exists to support such efforts. In fact, a study conducted by the Americas HealthNet Committee with cooperation from the Pan American Health Organization identified over $3 billion of funds outstanding from multilateral donor institutions for health sector reform in Latin America alone.

There are no accurate figures for the health information segment of the global health care industry, but we extrapolate from US figures that it exceeds $2.5 billion per year.

Potential Customers

While we anticipate that we will be competitive in all aspects of the domestic and international market for health information services, we see our greatest opportunities in the following areas:

Public Portals

We believe that our HealthMed website will offer a significant and beneficial channel for advertisers and sponsors to directly reach their core targeted customers, be it the entire web audience or specific consumers and groups of consumers, based on their areas of interest and needs. This targeted advertising channel is a proven cutting-edge tool for advertisers to reach their audiences in a cost-effective and measurable way. Through website metrics, including page views and click-through tracking, each advertiser will have an effective reporting tool that accompanies every advertising campaign with their HealthMed advertising programs. Similar advertising and metrics tracking programs are used throughout the internet, including search-engine giants Google and Yahoo.

Private and Custom-Designed/Client Specific Portal & Call Centers – Health Information Centers

Medical-oriented websites and call center services offer savings that average four times the cost of services to insurers, HMOs, PPOs and self-insured employers by redirecting subscribers away from expensive emergency rooms to more appropriate levels of care. Payers constitute the bulk of the present $950 million market. The existing competitors for this business in the U.S., but not abroad, are well entrenched. We see the following opportunities for our company:

Self Insured Employers - Employers, except for the very largest, are generally unaware of their ability to use the same cost cutting measures employed by the insurance industry because it has been difficult for the health information services to reach them. We offer on a subscription basis a suite of health information services in a convenient booklet format that is particularly applicable to this untapped market segment. Our distributor network will include third party administrators (TPAs), trade associations and employer coalitions as well as consultants and allied companies specializing in related services such as worker’s compensation.

Travel Services - Insurance companies and others offering health cost protection for travelers are particularly vulnerable to unnecessary use of emergency rooms and out-of-network services. We intend to combine medical advice and referrals in a package that specifically targets this population. Our distributor network will include medical referral organizations as well as our own operators of our services abroad.

Insurance Companies, HMOs, and PPOs - While virtually all large players in the US market have come to recognize the value of demand management, the market outside of the U.S., Canada and the British Commonwealth remains virtually untapped. We, therefore, will be able to offer international business partners market initiator status in their territories and the opportunity to capture the market for our suite of health information services. Our development of the most advanced application service provider (ASP) programs will put us in a unique position to seize international market share limited only by our ability to mobilize the necessary resources.

Our ASP will provide three powerful tools for our distributors to penetrate the mature domestic payer market. First it will provide a 30% price advantage over the competition along with the flexibility to customize outsourced services to the needs of large insurers. Second, it will provide an opportunity to install their own systems, supported by the our central processor and outsource selected program elements to us to maximize efficiency. Third our proposed accreditation by the American Health care Accreditation Commission (URAC) gives us direct access to the HMOs and others that have sought this prized accreditation in their own fields. We intend to develop alliances with health industry consultant firms to pursue this opportunity.

Providers

Hospitals and Medical Practices currently utilize a wide range of web sites and call center resources for health information services to attract more clients to their services through inbound and outbound programs directed at their target communities. Nurse triage and referral brings the patients to the facility. Health information, wellness, disease management, follow-up and outcomes measurement rationalize the treatment process and make it more efficient for all. After-hours triage programs mitigate the need for medical personnel to be on-call. While many of the larger institutions in the US, but not abroad, already outsource or operate their own installed systems, we see the following opportunities for our company:

Medical Practices - The average number of after-hours calls referred to physicians by their answering services varies from less than ten per month for some specialists to more than 60 for some pediatricians. The average price per call of over $20 that prevails in the industry has limited the applicability of outsourced nurse triage to this situation. Because of the flexibility of our software, we intend to develop streamlined protocols specifically for this market and, by doing so, will be able to reduce costs by 50% thereby opening a nationwide market for our future Med-Dial™ program.

Hospitals - There are over 300 installed systems in hospitals in the US today, yet dissatisfaction with existing systems is rampant. This is especially true of the most-used CENTRAMAX system originally installed by National Health Enhancement Systems, subsequently purchased by McKesson HBOC. This conglomerate now emphasizes its outsourced services through its Access Call Center rather than support for the legacy CENTRAMAX system. We intend to roll out our less costly, more flexible ASP system in the US market in the third quarter of 2010. We expect to develop marketing alliances with leading consultants, providers of hospital supplies and cost containment services to support this campaign.

Internationally, our extensive marketing surveys have demonstrated that the demand for web-based as well as installed systems in large medical institutions abroad is as strong as it has been in the US. We predict that the use of customized web sites and the installation of systems, either directly or through local concession partners, will serve as a major profit center constrained only by our resource base.

End-Users

The largest market for our services lies with the 130 million uncovered Americans and the countless number of international citizens who do not yet benefit from the above programs. Frequently, these individuals lack an informed basis for making health care decisions. Demand for health information has made it one of the Internet’s most visited sectors (55% of all American adults online search for healthcare information, according to a Pen Internet / American Life Project study from November 2000), yet studies have consistently shown that when people get health information on the web, they want to chat with a health professional about it. This transaction provides a revenue source for web based and telephone based services alike. We intend to provide this transaction to end-users on either a per-call or annual subscription basis in which case we will frequently bundle the services with information on complementary medicines, discount drug programs and other incentives. We intend to approach the following niche markets:

The Uninsured - The most recent US Census Bureau data indicate that there are 42.6 million people in the US today without medical insurance. In most other countries more than 85% of the population rely on socialized medical programs characterized by slow service and long waits. In a trend likely to spread globally, the National Health Service of Great Britain and several Provinces of Canada currently are attacking this problem by installing their own centers.

2.	The Elderly - According to the Census Bureau’s “Middle Series”, the US elderly population will more than double between 2000 and 2050 to 80 million. The most explosive growth in the US and abroad will occur within the next fifteen years.

Hispanics - The Spanish-speaking population of the US is now over 32 million. Of these the Census Bureau estimates that 33% lack health insurance and that the percentage of the elderly population who are Hispanics will grow from 4% to 16%. All over the world there is a similar need for fully integrated programs in the appropriate language as offered by our company, rather than merely furnishing bi-lingual nurses, as other services do.

Travelers - According to the Travel Industry Association of America, more than one billion personal trips occur each year in the US and more than 50 million international travelers visit the US. Close to one billion nights (hotel nights) of occupancy take place. One of our partners, TravelCare Health Services, Inc., has found that in-room medical assistance is requested in approximately 0.16% of occupied hotel room nights, generating 1.3 million calls and doctor’s visits annually. A call to our service helps the traveler determine the appropriate response to his particular condition and can allow for an expedited doctor visit to his site if required.

The Connected Health Marketplace

While this growth was underway, we planned to build the technology, infrastructure and distribution network to seize these vast opportunities. We have positioned ourselves as a central player in the "Connected Health Marketplace" that is transforming health care systems globally. Cap Gemini Ernst & Young describes the characteristics of this marketplace in its year 2000 White Paper “Evolving to a Connected Health Marketplace: Technology-Enabled Change in the U.S. Health Care System”:

“It is not a question of whether the health industry will adopt emerging technologies, but when. The existence of enabling technology, combined with market forces, mandate that health organizations join the connected economy.”

“Those organizations within the health care industry that choose to adopt an early mover position will have the opportunity to shape the dialogue on the evolution of the Connected Health Marketplace…In doing so they will reap rewards of competitive advantage.”

Reports to Security Holders

Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it.

We have filed a registration statement on Form S-1, under the Securities Act of 1933, with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. This site contains information statements and other information regarding issuers that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

Description of Property

Our executive office is located at 1250 Oakmead, #210, Sunnyvale, CA 94085. We rent approximately 100 square feet at a cost of $500 per month. We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises in the foreseeable future. When and if we require additional space, we intend to move at that time.

Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Market Price of and Dividends on the Registrant’s

Common Equity and Related Stockholder Matters

Our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol “HEME.” The following quotations, obtained from Yahoo Finance, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

National Association of Securities Dealers OTC Bulletin Board(1)
Quarter Ended	High	Low
December 31, 2009	$N/A(2)	$N/A(2)
September 30, 2009	$N/A(2)	$N/A(2)
June 30, 2009	$N/A(2)	$N/A(2)
March 31, 2009	$0.10	$0.10
December 31, 2008	$0.40	$0.20
September 30, 2008	$N/A(2)	$N/A(2)
June 30, 2008	$N/A(2)	$N/A(2)
March 31, 2008	$N/A(2)	$N/A(2)
December 31, 2007	$N/A(2)	$N/A(2)

(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

(2) Effective November 10, 2008, shares of our common stock were quoted on the Over the Counter Bulletin Board.

Our shares are issued in registered form. Holladay Stock Transfer Inc., 2939 N. 67th Street, Scottsdale, AZ 85251 (Telephone: (480) 481-3940.; Facsimile: (480) 481-3941) is the registrar and transfer agent for our common and preferred shares.

Stockholders of Our Common Shares

As of March 22, 2010, we have 52 registered shareholders.

Rule 144 Shares

The resale of shares that are held by our affiliates and the resale of shares that are held by non-affiliates for a period of six months are governed by the following requirements of Rule 144 of the Securities Act.

In general, under Rule 144, a person (or persons whose shares are aggregated) who is an affiliate and who has beneficially owned shares of our common stock for at least six months, would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

1% of the number of shares of common stock then outstanding, which as of May 31, 2010 60,700 shares; or

The average weekly trading volume of our common stock during the four calendar weeks preceding the filing notice on Form 144 with respect to such sale.

Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

In general, pursuant to Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale of shares of our

common stock, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the current public information requirement.

Rule 144 also provides that affiliates that sell our common shares that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares, other than the holding period requirement.

The selling stockholders will not be governed by the foregoing restrictions when selling their shares pursuant to this Prospectus.

All of the outstanding restricted shares of common stock as of March 22, 2010 are eligible for resale under Rule 144, although 3,739,000 of such shares are owned by affiliates.

Stock Option Grants

To date, we have not granted any stock options.

Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:


1.	we would not be able to pay our debts as they become due in the usual course of business; or
2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

We currently do not have any stock option or equity compensation plans or arrangements.

Financial Statements

Index to Financial Statements:

1.	Report of Independent Registered Public Accounting Firm;

2.	Audited financial statements for the periods ending December 31, 2009 and December 31, 2008 and unaudited interim financial statements for the periods ending March 31, 2010 and March 31, 2009 including:
	a.	Balance Sheet;

	b.	Statement of Operation;

	c.	Statement of Stockholders’ Equity;

	d.	Statement of Cash Flows; and

	e.	Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

HealthMed Services LTD.

(A Development Stage Company)

We have audited the accompanying balance sheets of HealthMed Services LTD. (A Development Stage Company) as of December 31, 2009 and December 31, 2008, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2009 and December 31, 2008 and from September 14, 2000 (inception) through December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HealthMed Services LTD. (A Development Stage Company) as of December 31, 2009 and December 31, 2008, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2009 and December 31, 2008 and from September 14, 2000 (inception) through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has an accumulated deficit of $186,777, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Gruber & Company, LLC

Gruber & Company, LLC

Lake Saint Louis, Missouri

March 8, 2010

HEALTHMED SERVICES LTD
(Development Stage Company)

Balance Sheets


		December 31,	December 31,
		2009	2008

ASSETS

Current Assets
	Cash	$ 8,073	$ 2,906

	Total Assets	$ 8,073	$ 2,906



LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
	Accounts Payable	$ -	$ -

	Total Liabilities	-	-

Stockholders' Equity

	Common Stock, authorized
	25,000,000 shares, par value
	$0.001, issued and outstanding on
	December 31, 2009 and 2008
	is 6,070,000 and 6,070,000
	respectively	6,072	6,072

	Paid in Capital	188,778	163,778

	Deficit Accumulated During the
	Development Stage	(186,777)	(166,944)

	Total Stockholders' Equity	8,073	2,906

Total Liabilities and Stockholders' Equity		$ 8,073	$ 2,906



The accompanying notes are an integral part of these statements

HEALTHMED SERVICES LTD
(Development Stage Company)

Statements of Operations



						September 14,
		Three Months Ended		Year Ended		2000 (Inception)
		December 31,		December 31,		to December 31,
		2009	2008	2009	2008	2009


Revenue		$ -	$ -	$ -	$ -	$ -

Expenses
	General and Administrative	1,009	1,845	4,454	5,487	33,471
	Professional Fees	2,900	2,900	15,379	19,700	56,279
	Consulting Fees	-	-	-	8,427	97,027

	Total Expenses	3,909	4,745	19,833	33,614	186,777

Net (Loss) Before Taxes		(3,909)	(4,745)	(19,833)	(33,614)	(186,777)

	Provision for Income Tax	-	-	-	-	-

Net (Loss)		$ (3,909)	$ (4,745)	$ (19,833)	$ (33,614)	$ (186,777)

Basic and Diluted
	(Loss) per Share	a	a	a	a

	Weighted Average
	Number of Shares	6,070,000	6,070,000	6,070,000	6,070,000



The accompanying notes are an integral part of these statements

HEALTHMED SERVICES LTD
(Development Stage Company)

Statements of Stockholders Equity

September 14, 2000 Inception to December 31, 2009
						Deficit
						Accumulated
						During the
	Price	Common Stock		Paid in	Subscriptions	Development	Total
	Per Share	Shares	Amount	Capital	Receivable	Stage	Equity
Balance, September 14, 2000	-	-	$ -	$ -	$ -	$ -	$ -

Contributed Capital				100			100
Net (Loss)						(1,411)	(1,411)

Balance, December 31, 2000		-	-	100	-	(1,411)	(1,311)

Net (Loss)						(200)	(200)

Balance, December 31, 2001		-	-	100	-	(1,611)	(1,511)

Net (Loss)						(400)	(400)

Balance, December 31, 2002		-	-	100	-	(2,011)	(1,911)

Common Shares issued to
founders for cash April 20, 2003	$0.002	3,000,000	3,000	4,000			7,000
Common Shares issued for
cash in private placement
October 1, 2003	$0.017	1,500,000	1,500	23,500			25,000

Net (Loss)						(29,936)	(29,936)

Balance, December 31, 2003		4,500,000	4,500	27,600	-	(31,947)	153

Common Shares issued for
cash in private placement
on November 3, 2004	$0.20	22,500	23	4,477			4,500
on November 4, 2004	$0.20	22,500	23	4,477			4,500
on December 27, 2004	$0.20	125,000	125	24,875			25,000
Common Shares issued for service	$0.20	12,500	13	2,487			2,500
Contributed Capital				6,250			6,250

Net (Loss)						(22,571)	(22,571)

Balance, December 31, 2004		4,682,500	4,684	70,166	-	(54,518)	20,332

Common Shares Subscribed
in 504 offering	$0.04	1,088,500	1,089	42,451	(43,540)		-
Contributed Capital				25,000			25,000

Net (Loss)						(39,199)	(39,199)

Balance, December 31, 2005		5,771,000	5,773	137,617	(43,540)	(93,717)	6,133

Common Shares Issued and Cash
received in 504 offering net of
$5,500 offering costs	$0.04	299,000	299	6,161	43,540		50,000

Net (Loss)						(29,095)	(29,095)

Balance, December 31, 2006		6,070,000	6,072	143,778	-	(122,812)	27,038

Net (Loss)						(10,518)	(10,518)

Balance, December 31, 2007		6,070,000	6,072	143,778	-	(133,330)	16,520

Contributed Capital				20,000			20,000

Net (Loss)						(33,614)	(33,614)

Balance, December 31, 2008		6,070,000	6,072	163,778	-	(166,944)	2,906

Contributed Capital				25,000			25,000

Net (Loss)						(19,833)	(19,833)

Balance, December 31, 2009		6,070,000	$6,072	$188,778	$ -	$ (186,777)	$ 8,073

On October 2, 2003 the Company executed a 3 to 1 forward stock split and on October 15, 2005 executed a 1:2 reverse stock split.
These splits have been retroactively applied to this schedule including the impact on price per share.

The accompanying notes are an integral part of these statements

HEALTHMED SERVICES LTD

Statements of Cash Flows



						September 14,
		Three Months Ended		Year Ended		2000 (Inception)
		December 31,		December 31,		to December 31,
		2009	2008	2009	2008	2009
Operating Activities

	Net (Loss)	$(3,909)	$(4,745)	$(19,833)	$(33,614)	$ (186,777)
	Increase in Accounts Payable
	Decrease in Accounts Payable	-	-	-	-	-
	Decrease in Loans Payable	-	-	-	-	-

Net Cash (Used) by Operating Activities		(3,909)	(4,745)	(19,833)	(33,614)	(186,777)

Financing Activities

	Proceeds from contributed Capital	10,000	-	25,000	20,000	70,000
	Proceeds from sale of Common Stock	-	-	-	-	124,850

Cash Provided by Financing Activities		10,000	-	25,000	20,000	194,850

Net Increase in Cash		6,091	(4,745)	5,167	(13,614)	8,073

Cash, Beginning of Period		1,982	7,651	2,906	16,520	-

Cash, End of Period		$ 8,073	$ 2,906	$ 8,073	$ 2,906	$ 8,073


Supplemental Information:
	Interest Paid	$ -	$ -	$ -	$ -	$ -
	Income Taxes Paid	$ -	$ -	$ -	$ -	$ -



The accompanying notes are an integral part of these statements

Healthmed Services, LTD.

(A Development Stage Company)

NOTES TO AUDITED FINANCIAL STATEMENTS

(December 31, 2009 and 2008)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.

Cash Balances

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). This government corporation insured balances up to $100,000 through October 13, 2008. As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account. This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009.

All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, will return to at least $100,000 per depositor. Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor.

Earnings (Loss) per Share

The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of December 31, 2009.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

Income Taxes

The Company provides for income taxes under ASC 740 “Income Taxes” which requires the use of an asset and liability approach in accounting for income taxes.

The standard requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Net Income Per Common Share

Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles which makes the Accounting Standards Codification (ASC) the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities for interim and annual periods ending after September 15, 2009. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.

The adoption of ASC Topic 105 did not have a material impact on the Company’s financial position, cash flows or result of operations. Other recently issued or adopted accounting pronouncements are not expected to have, or did not have, a material effect on the Company’s operations or financial position.

NOTE 3. INCOME TAXES:

The Company provides for income taxes under ASC 740 “Income Taxes” which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $41,091 which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $186,777. The total valuation allowance is a comparable $41,091. Details for the Years ended December 31, 2009 and 2008 follow:

	December 31,	December 31,
	2009	2008
Deferred Tax Asset	$ 4,363	$ 7,395
Valuation Allowance	(4,363)	(7,395)
Current Taxes Payable	-	-

Income Tax Expense	$ -	$ -

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

Year	Amount	Expiration
2000	$ 1,805	2020
2001	92	2021
2002	114	2022
2003	29,936	2023
2004	22,571	2024
2005	39,199	2025
2006	29,095	2026
2007	10,518	2027
2008	33,614	2028
2009	19,833	2029

Total	$186,777

The Company has filed no income tax returns since inception.

NOTE 4.STOCKHOLDERS’ EQUITY

Common Stock

On December 5, 2002 the company received $100 contributed capital from its founder.

On April 20, 2003, the Company issued 2,000,000 pre-split shares of its $0.001 par value common stock for $7,000 cash to the founders of the Company.

On September 22, 2003, the Company completed an unregistered private offering under the Securities Act of 1933, as amended. Relying upon the exemption from registration afforded by sections 4(2) and 3(b) and regulation D promulgated there under. The Company sold 1,000,000 shares of its $0.001 par value common stock at a price of $0.025 per share for $25,000 cash.

On October 1, 2003, the Company executed a 3 to 1 forward stock split. The Outstanding shares increased from 3,000,000 shares to 9,000,000 shares. The statement of stockholders equity retroactively reflects the impact of this split.

On November 3, November 4 and December 27, 2004 the company issued 45,000 shares, 45,000 shares and 250,000 shares respectively of its $0.001 par value common stock at $0.10 per share for $34,000 cash. These shares were also issued in an unregistered private offering as described above.

On November 3, 2004 the company issued 25,000 shares for consulting services valued at $2,500.

During the year 2004 the Company also received $6,250 cash in contributed capital from its founder.

On March 11, 2005 the Company received $25,000 cash in contributed capital from its founder.

On October 15, 2005 the company executed a 1:2 reverse stock split leaving a balance of 4,682,500 shares outstanding prior to the 504 offering. The Statement of Stockholders’ Equity retroactively reflects the impact of this split.

During November and December 2005 the company received subscriptions for 1,088,500 common shares of stock for $43,540 subscriptions receivable in a Regulation 504 offering.

On January 25, 2006 the Company issued and additional 299,000 common shares at $0.04 per share in a Regulation 504 offering. The Company received $50,000 cash (net of $5,500 offering costs) that included receipt for payment of the $43,540 subscriptions receivable and an additional $6,460.

On June 16, 2008 the Company received $10,000 cash in contributed capital from its founder.

On August 21, 2008 the Company received $10,000 cash in contributed capital from its founder.

On February 18, 2009, March 16, 2009 and November 3, 2009 the Company received $5,000, $10,000 and $10,000 cash in contributed capital respectively from its founder.

NOTE 5. RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

The Company’s activities to date have been supported by equity financing. It has sustained losses in all previous reporting periods with an inception to date loss of $186,777. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

NOTE 7. RECENTLY ISSUED ACCOUNTING STANDARDS

On July 1, 2009, we adopted authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on business combinations. The guidance retains the fundamental requirements that the acquisition method of accounting (previously referred to as the purchase method of accounting) be used for all business combinations, but requires a number of changes, including changes in the way assets and liabilities are recognized and measured as a result of business combinations. It also requires the capitalization of in-process research and development at fair

value and requires the expensing of acquisition-related costs as incurred. Adoption of the new guidance did not have a material impact on our financial statements.

On July 1, 2009, we adopted the authoritative guidance issued by the FASB that changes the accounting and reporting for non-controlling interests. Non-controlling interests are to be reported as a component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in a change in control are to be accounted for as equity transactions. In addition, net income attributable to a non-controlling interest is to be included in net income and, upon a loss of control, the interest sold, as well as any interest retained, is to be recorded at fair value with any gain or loss recognized in net income. Adoption of the new guidance did not have a material impact on our financial statements.

On July 1, 2009, we adopted the authoritative guidance on fair value measurement for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Adoption of the new guidance did not have a material impact on our financial statements.

In June 2009, the FASB issued authoritative guidance on the consolidation of variable interest entities, which is effective for us beginning January 1, 2010. The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. We believe adoption of this new guidance will not have a material impact on our financial statements.

NOTE 8. SUBSEQUENT EVENTS REVIEW

The Company has evaluated subsequent events through the time the December 31, 2009 Form 10-K was filed with the Securities and Exchange Commission on March 9, 2010, which is the date the financial statements were issued. No events have occurred subsequent to December 31, 2009 that require disclosure or recognition in these financial statements.

HEALTHMED SERVICES LTD
(Development Stage Company)

Balance Sheets


		March 31,	December 31,
		2010	2009
		(Unaudited)	(Audited)
ASSETS

Current Assets
	Cash	$ 4,717	$ 8,073

	Total Assets	$ 4,717	$ 8,073



LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
	Accounts Payable	$ -	$ -

	Total Liabilities	-	-

Stockholders' Equity

	Common Stock, authorized
	25,000,000 shares, par value
	$0.001, issued and outstanding on
	March 31, 2010 and December 31,
	2009 is 6,070,000 and 6,070,000
	respectively	6,072	6,072

	Paid in Capital	188,778	188,778

	Subscriptions Receivable	-	-

	Deficit Accumulated During the
	Development Stage	(190,133)	(186,777)

	Total Stockholders' Equity	4,717	8,073

Total Liabilities and Stockholders' Equity		$ 4,717	$ 8,073



The accompanying notes are an integral part of these statements

HEALTHMED SERVICES LTD
(Development Stage Company)

Statements of Operations
(Unaudited)


				September 14,
		Three Months Ended		2000 (Inception)
		March 31,		to March 31,
		2010	2009	2010


Revenue		$ -	$ -	$ -

Expenses
	General and Administrative	1,731	3,303	35,202
	Professional Fees	1,625	4,750	57,904
	Consulting Fees	-	-	97,027

	Total Expenses	3,356	8,053	190,133

Net (Loss) Before Taxes		(3,356)	(8,053)	(190,133)

	Provision for Income Tax	-	-	-

Net (Loss)		$ (3,356)	$ (8,053)	$ (190,133)

Basic and Diluted
	(Loss) per Share	a	a

	Weighted Average
	Number of Shares	6,070,000	6,070,000

a = Less than ($0.01) per share

The accompanying notes are an integral part of these notes

HEALTHMED SERVICES LTD
(Development Stage Company)

Statements of Stockholders Equity
(Unaudited)

September 14, 2000 Inception to March 31, 2010
						Deficit
						Accumulated
						During the
	Price	Common Stock		Paid in	Subscriptions	Development	Total
	Per Share	Shares	Amount	Capital	Receivable	Stage	Equity
Balance, September 14, 2000	-	-	$ -	$ -	$ -	$ -	$ -

Contributed Capital				100
Net (Loss)						(1,411)	(1,411)

Balance, December 31, 2000		-	-	100	-	(1,411)	(1,411)

Net (Loss)						(200)	(200)

Balance, December 31, 2001		-	-	100	-	(1,611)	(1,611)

Net (Loss)						(400)	(400)

Balance, December 31, 2002		-	-	100	-	(2,011)	(1,911)

Common Shares issued to
founders for cash April 20, 2003	$0.002	3,000,000	3,000	4,000			7,000
Common Shares issued for
cash in private placement
October 1, 2003	$0.017	1,500,000	1,500	23,500			25,000

Net (Loss)						(29,936)	(29,936)

Balance, December 31, 2003		4,500,000	4,500	27,600	-	(31,947)	153

Common Shares issued for
cash in private placement
on November 3, 2004	$0.20	22,500	23	4,477			4,500
on November 4, 2004	$0.20	22,500	23	4,477			4,500
on December 27, 2004	$0.20	125,000	125	24,875			25,000
Common Shares issued for service	$0.20	12,500	13	2,487			2,500
Contributed Capital				6,250			6,250

Net (Loss)						(22,571)	(22,571)

Balance, December 31, 2004		4,682,500	4,684	70,166	-	(54,518)	20,332

Common Shares Subscribed
in 504 offering	$0.04	1,088,500	1,089	42,451	(43,540)		-
Contributed Capital				25,000			25,000

Net (Loss)						(39,199)	(39,199)

Balance, December 31, 2005		5,771,000	5,773	137,617	(43,540)	(93,717)	6,133

Common Shares Issued and Cash
received in 504 offering net of
$5,500 offering costs	$0.04	299,000	299	6,161	43,540		50,000

Net (Loss)						(29,095)	(29,095)

Balance, December 31, 2006		6,070,000	6,072	143,778	-	(122,812)	27,038

Net (Loss)						(10,518)	(10,518)

Balance, December 31, 2007		6,070,000	6,072	143,778	-	(133,330)	16,520

Contributed Capital				20,000			20,000

Net (Loss)						(33,614)	(33,614)

Balance, December 31, 2008		6,070,000	6,072	163,778	-	(166,944)	2,906

Contributed Capital				25,000			25,000

Net (Loss)						(19,833)	(19,833)

Balance, December 31, 2009		6,070,000	6,072	188,778	-	(186,777)	8,073

Net (Loss)						(3,356)	(3,356)

Balance, March 31, 2010		6,070,000	$ 6,072	$ 188,778	$ -	$ (190,133)	$ 4,717


On October 2, 2003 the Company executed a 3 to 1 forward stock split and on October 15, 2005 executed a 1:2 reverse stock split.
These splits have been retroactively applied to this schedule including the impact on price per share.

The accompanying notes are an integral part of these statements

HEALTHMED SERVICES LTD

Statements of Cash Flows
(Unaudited)


				September 14,
		Three Months Ended		2000 (Inception)
		March 31,		to March 31,
		2010	2009	2010
Operating Activities

	Net (Loss)	$ (3,356)	$(8,053)	$ (190,133)
	Increase in Accounts Payable
	Decrease in Accounts Payable	-	-	-
	Decrease in Loans Payable	-	-	-

Net Cash (Used) by Operating Activities		(3,356)	(8,053)	(190,133)

Financing Activities

	Proceeds from contributed Capital	-	15,000	70,000
	Proceeds from sale of Common Stock	-	-	124,850

Cash Provided by Financing Activities		-	15,000	194,850

Net Increase in Cash		(3,356)	6,947	4,717

Cash, Beginning of Period		8,073	2,906	-

Cash, End of Period		$ 4,717	$ 9,853	$ 4,717


Supplemental Information:
	Interest Paid	$ -	$ -	$ -
	Income Taxes Paid	$ -	$ -	$ -


The accompanying notes are an integral part of these statements

Healthmed Services, Ltd.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

(March 31, 2010 and December 31, 2009)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.

Cash Balances

Earnings (Loss) per Share

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of March 31, 2010.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

Income Taxes

The Company provides for income taxes under ASC 740 “Income Taxes” which requires the use of an asset and liability approach in accounting for income taxes.

The standard requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward

Use of Estimates

Net Income Per Common Share

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

NOTE 3. INCOME TAXES:

The standard requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $41,829 which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $190,133. The total valuation allowance is a comparable $41,829. Details for the period ended March 31, 2010 and the year ended December 31, 2009:

	March 31,	December 31,
	2010	2009
Deferred Tax Asset	$ 738	$ 4,363
Valuation Allowance	(738)	(4,363)
Current Taxes Payable	-	-

Income Tax Expense	$ -	$ -

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

Year	Amount	Expiration
2000	$ 1,805	2020
2001	92	2021
2002	114	2022
2003	29,936	2023
2004	22,571	2024
2005	39,199	2025
2006	29,095	2026
2007	10,518	2027
2008	33,614	2028
2009	19,833	2029
YTD 2010	3,356	2030

Total	$ 190,133