FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Boston Avenue Capital 		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)
(Last)          (First)          (Middle)

15 EAST 5TH STREET, SUITE 2660 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2008
(Street)

TULSA, OK 74103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 2/15/2008     A     16000000         (1)   (2) Common Stock   16000000     (3) 16000000   D    

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Boston Avenue Capital
15 EAST 5TH STREET
SUITE 2660
TULSA, OK 74103
X

Yorktown Avenue Capital, LLC
C/O T. WAGMAN @ FREDERIC DORWART LAWYERS
124 EAST FOURTH STREET
TULSA, OK 74103
X

Value Fund Advisors, LLC
15 EAST 5TH STREET
SUITE 2660
TULSA, OK 74103
X

Gillman Charles M
15 EAST 5TH STREET
SUITE 2660
TULSA, OK 74103 		X X


Signatures
Tamara Wagman 2/25/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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