SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                December 22, 1997

                                  TELMED, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                  0-20438                 65-0273037
         State or other             (Commission             (IRS employer
         jurisdiction of            file number)          identification no.)
         incorporation)

 9350 SOUTH DIXIE HIGHWAY, SUITE 1220, MIAMI, FLORIDA             33156 
      (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (305) 670-9773


<PAGE>



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         (a)(1)(i)         Schneider Ehrlich & Wengrover LLP ("SEW") resigned as
                           the Registrant's auditor on December 22, 1997.

              (ii)         During the Registrant's past two fiscal years, SEW's
                           reports on the Registrant's financial statements
                           neither contained any adverse opinions or disclaimers
                           of opinions nor were qualified or modified as to
                           uncertainty, except that SEW's report of January 24,
                           1997 expressed substantial doubt about the
                           Registrant's ability to continue as a going concern.

             (iii)         Because SEW resigned, such decision was not addressed
                           by the Board of Directors of the Registrant or any
                           committee thereof.

              (iv)         During the past two fiscal years, there were no
                           disagreements with SEW on any matter of accounting
                           principles or practices, financial statement
                           disclosure or auditing scope or procedure, which
                           disagreements, if not resolved to the satisfaction of
                           SEW, would have caused it to make reference to the
                           subject matter of the disagreements in connection
                           with its reports.

               (v)         During the past two fiscal years, SEW did not advise
                           the Registrant of any of the following: (A) That the
                           internal controls necessary for the Registrant to
                           develop reliable financial statements did not exist;
                           (B) that information had come to SEW's attention that
                           led it to no longer be able to rely on management's
                           representations, or that had made it unwilling to be
                           associated with the financial statements prepared by
                           management; (C) that the Registrant should expand
                           significantly the scope of the audit, or that
                           information had come to SEW's attention, that if
                           further investigated, could (x) materially impact the
                           fairness and reliability of a previously issued audit
                           report or the underlying financial statements, or the
                           financial statements issued or to be issued for the
                           period subsequent to the financial statements covered
                           by the audit report, (y) or cause SEW to be unwilling
                           to rely on management's representations or be
                           associated with the Registrant's financial
                           statements, and due to SEW's resignation, SEW did not
                           so expand the scope of its audit or conduct such
                           further investigation; or (D) that information had
                           come to SEW's attention that it concluded materially
                           impacted the fairness or reliability of either a
                           previously issued audit report or the underlying
                           financial statements, or the financial statements
                           issued or to be issued covering the fiscal period
                           subsequent to the date of the most recent financial
                           statements covered by an audit report, and due to
                           SEW's resignation, the issue has not been resolved to
                           SEW's satisfaction.


                                       -2-


<PAGE>




ITEM 7.  FINANCIAL STATEMENTS, AND EXHIBITS.

         (c)   EXHIBITS

               EXHIBIT NO.    DESCRIPTION

                   16         Letter regarding Change in Certifying Accountant.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            TELMED, INC.

                            By:/s/ SYED NAQUI
                               -------------------------------------
                               Syed Naqui,
                               Chief Financial Officer
                               (Principal Financial and Accounting Officer)

Dated: January 6, 1998


                                       -3-
<PAGE>
                                 EXHIBIT INDEX

EXHIBIT       DESCRIPTION
-------       -----------

16            Letter regarding Change in Certifying Accountant
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6024}]
{"company-data": {"conformed-name": "TELMED INC", "cik": "0000883719", "assigned-sic": "8082", "irs-number": "650273037", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20438", "film-number": "98503277"}, "business-address": {"street1": "9350 S DIXIE HGY STE 1220", "city": "MIAMI", "state": "FL", "zip": "33156", "phone": "3056709773"}, "mail-address": {"street2": "9350 SOUTH DIXIE HIGHWAY STE 1220", "city": "MIAMI", "state": "FL", "zip": "33156"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                December 22, 1997

                                  TELMED, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                  0-20438                 65-0273037
         State or other             (Commission             (IRS employer
         jurisdiction of            file number)          identification no.)
         incorporation)

 9350 SOUTH DIXIE HIGHWAY, SUITE 1220, MIAMI, FLORIDA             33156 
      (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (305) 670-9773
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         (a)(1)(i)         Schneider Ehrlich & Wengrover LLP ("SEW") resigned as
                           the Registrant's auditor on December 22, 1997.

              (ii)         During the Registrant's past two fiscal years, SEW's
                           reports on the Registrant's financial statements
                           neither contained any adverse opinions or disclaimers
                           of opinions nor were qualified or modified as to
                           uncertainty, except that SEW's report of January 24,
                           1997 expressed substantial doubt about the
                           Registrant's ability to continue as a going concern.

             (iii)         Because SEW resigned, such decision was not addressed
                           by the Board of Directors of the Registrant or any
                           committee thereof.

              (iv)         During the past two fiscal years, there were no
                           disagreements with SEW on any matter of accounting
                           principles or practices, financial statement
                           disclosure or auditing scope or procedure, which
                           disagreements, if not resolved to the satisfaction of
                           SEW, would have caused it to make reference to the
                           subject matter of the disagreements in connection
                           with its reports.

               (v)         During the past two fiscal years, SEW did not advise
                           the Registrant of any of the following: (A) That the
                           internal controls necessary for the Registrant to
                           develop reliable financial statements did not exist;
                           (B) that information had come to SEW's attention that
                           led it to no longer be able to rely on management's
                           representations, or that had made it unwilling to be
                           associated with the financial statements prepared by
                           management; (C) that the Registrant should expand
                           significantly the scope of the audit, or that
                           information had come to SEW's attention, that if
                           further investigated, could (x) materially impact the
                           fairness and reliability of a previously issued audit
                           report or the underlying financial statements, or the
                           financial statements issued or to be issued for the
                           period subsequent to the financial statements covered
                           by the audit report, (y) or cause SEW to be unwilling
                           to rely on management's representations or be
                           associated with the Registrant's financial
                           statements, and due to SEW's resignation, SEW did not
                           so expand the scope of its audit or conduct such
                           further investigation; or (D) that information had
                           come to SEW's attention that it concluded materially
                           impacted the fairness or reliability of either a
                           previously issued audit report or the underlying
                           financial statements, or the financial statements
                           issued or to be issued covering the fiscal period
                           subsequent to the date of the most recent financial
                           statements covered by an audit report, and due to
                           SEW's resignation, the issue has not been resolved to
                           SEW's satisfaction.

                                       -2-
ITEM 7.  FINANCIAL STATEMENTS, AND EXHIBITS.

         (c)   EXHIBITS

               EXHIBIT NO.    DESCRIPTION

                   16         Letter regarding Change in Certifying Accountant.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            TELMED, INC.

                            By:/s/ SYED NAQUI
                               -------------------------------------
                               Syed Naqui,
                               Chief Financial Officer
                               (Principal Financial and Accounting Officer)

Dated: January 6, 1998

                                       -3-
EXHIBIT INDEX

EXHIBIT       DESCRIPTION
-------       -----------

16            Letter regarding Change in Certifying Accountant