INTERNATIONAL MERCANTILE CORP
8-K/A, 1998-07-22
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 8-K/A

                                 CURRENT REPORT

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

         Date of Report (date of earliest event reported): July 20, 1998


                      INTERNATIONAL MERCANTILE CORPORATION
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             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                    <C>                          <C>
                  MISSOURI                                      0-7693                           43-0970243
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(State or Other Jurisdiction of Incorporation)         (Commission File Number)     (IRS Employer Identification Number)

</TABLE>

                 7979 OLD GEORGETOWN ROAD, BETHESDA, M.D. 20814
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               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (301) 774-6913


            Item 4, Change in Registrant's Certifying Accountants.

            On July 14, 1998, the Board of Directors of the Registrant approved
the appointment of the firm of Thomas P. Monahan, CPA, as independent auditor
for the fiscal year ending December 31, 1997. The accounting firm of Weinberg &
Company, P.A. served as the Registrant's independent auditors for the fiscal
years ended December 31, 1993, 1994, 1995 and 1996 and said firm resigned as the
Registrant's independent auditors as of July 14, 1998.

            The Registrant believes that there were no disagreements with the
accounting firm of Weinberg & Company, P.A. within the meaning of Instruction 4
of Item 304 of Regulation S-K on any matters of accounting principles or
practices, financial statement disclosures, or auditing scope or procedures in
connection with audits of the Company's financial statements for the fiscal
years ended December 31, 1995 and 1996 which disagreements, if not resolved to
its satisfaction, would have caused it to issue an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles. No report on the financial statements of the
Registrant for


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the years ended December 31, 1995 and 1996 (the past two fiscal years)
contained an adverse opinion or disclaimer of opinion, or was modified as to
uncertainty, audit scope, or accounting principle. Furthermore, during the
Registrant's said two most recent fiscal years and the subsequent interim
period through the date of such former independent auditor's resignation, there
were no disagreements with the said former auditors as described in Item
304(a)(1)(iv) of Regulation S-K.

            This report was originally filed as Form 8-K by Registrant on July
14, 1998, and is being re-filed as Form 8-K/A at the direction of the
Commission.


Item 7, Financial Reports and Exhibits.

(B) Exhibits.

            16. Letters from Weinberg & Company, P.A. dated July 14, 1998,
issued pursuant to Reg. Section 229.304(a)(3).


                                   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.

                      INTERNATIONAL MERCANTILE CORPORATION
                                  (Registrant)


                    By:
                        ------------------------------------
                             Roger Arnold, President



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[WEINBERG & COMPANY, P.A. LETTERHEAD]

                                  July 14, 1998



Board of Directors
International Mercantile Corporation

This is to confirm that the client-auditor relationship between International
Mercantile Corporation (Commission File No.:0-7693) and Weinberg & Company, P.A.
has ceased.

                                        Very truly yours,

                                        [SIG]
                                        WEINBERG & COMPANY, P.A.
                                        Certified Public Accountants


cc:  Office of the Chief Accountant
      SECPS Letter File
     Mail Stop 9-5
     Securities and Exchange Commission
     450 5th State, N.W.
     Washington, D.C.  20549
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[WEINBERG & COMPANY, P.A. LETTERHEAD]

                                  July 14, 1998



Board of Directors
International Mercantile Corporation

Gentlemen:

By virtue of our receiving 20,000 shares of stock in your Company as
compensation for balances due to firm, we are no longer independent with regard
to International Mercantile Corporation. The loss of our independence has
absolutely no effect on the previously completed and released financial
statements for your Company as of December 31, 1996.

Because of the above, we can no longer continue as the independent auditors for
the Company. There are appropriate filings that must be made with the Securities
and Exchange Commission to documents our withdrawal. We will be happy to work
with your office in developing such submissions, and please feel free to call me
directly.

I would like to take this opportunity to thank you for allowing us to represent
you in your audit functions, and wish you much success in the future.


                                             Very truly yours, 
                                             WEINBERG & COMPANY, P.A.

                                             /s/ ELLIOTT A. WEINBERG, CPA
                                             Elliott A. Weinberg, CPA
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