FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Boston Avenue Capital (Last) (First) (Middle) 15 EAST 5TH STREET SUITE 2660 (Street) TULSA OK 74103 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COMPUMED INC [ CMPD.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/15/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	(3)	02/15/2008		A		16,000,000		(1)	(2)	Common Stock	16,000,000	(3)	16,000,000	D

1. Name and Address of Reporting Person* Boston Avenue Capital (Last) (First) (Middle) 15 EAST 5TH STREET SUITE 2660 (Street) TULSA OK 74103 (City) (State) (Zip)

1. Name and Address of Reporting Person* Yorktown Avenue Capital, LLC (Last) (First) (Middle) C/O T. WAGMAN @ FREDERIC DORWART LAWYERS 124 EAST FOURTH STREET (Street) TULSA OK 74103 (City) (State) (Zip)

1. Name and Address of Reporting Person* Value Fund Advisors, LLC (Last) (First) (Middle) 15 EAST 5TH STREET SUITE 2660 (Street) TULSA OK 74103 (City) (State) (Zip)

1. Name and Address of Reporting Person* Gillman Charles M (Last) (First) (Middle) 15 EAST 5TH STREET SUITE 2660 (Street) TULSA OK 74103 (City) (State) (Zip)

Explanation of Responses:

1. The warrant is exercisable if, and only if, the Company's stockholders approve an increase in the Company's authorized shares of common stock sufficient to permit that number of shares to be reserved for issuance and issued upon exercise of the warrant.

2. The warrant terminates upon the earlier of (i) the 20th anniversary of the date of issuance, or (ii) the 10th anniversary of the date the Company shall have irrevocably reserved a sufficient number of duly authorized shares of common stock for issuance upon full exercise of the warrant.

3. On February 15, 2008, the Company issued a common stock purchase warrant for the purchase of up to 16,000,000 shares of the Company's common stock for a purchase price of $5,000 in connection with the issuance of a revolving line of credit, all of which is more fully described on Form 8-K filed by the Company on February 19, 2008.

Remarks:

This is a Joint Form 4 filing. Boston Avenue Capital, LLC (Boston) is the designated filer and is the direct holder of the warrant for the 16,000,000 shares reported herein. Value Fund Advisors, LLC (VFA) and Charles M. Gillman (Gillman) are deemed beneficial owners of the warrant for the 16,000,000 shares reported herein. VFA is the investment advisor for Boston and Yorktown Avenue Capital, LLC (Yorktown). VFA disclaims beneficial ownership of the warrant. Mr. Gillman is the manager and member of VFA. He is also a member of the board of directors of CompuMed, Inc. Mr. Gillman disclaims beneficial ownership of the warrant. All reporting persons are located at the same address as the designated filer.

	Tamara Wagman	02/25/2008
	** Signature of Reporting Person	Date
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