SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d)
Under the Securities Exchange Act of 1934
Date of Report
November 19, 1997
_________________
Commission File Number 1-8662
PROACTIVE TECHNOLOGIES, INC.
(formerly KEYSTONE MEDICAL CORPORATION)
(Exact name of registrant as specified in its charter)
Delaware 23-2265039
(State of Incorporation) (IRS Employer Identification No.)
7118 Beech Ridge Trail
Tallahassee, Florida 32312
(Address of Principal Executive Offices) (Zip Codes)
Registrant's telephone number, including area code:
(904) 668-8500
_______________________________________________________________________
Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
On September 6, 1997, the Company engaged Jones and Kolb, C.P.A.,
of Atlanta, Georgia as its new certifying accountant. The engagement
was due to a fee dispute the Company had with its former certifying
accountant, Coopers & Lybrand, L.L.P. The Company did not consult with
Jones and Kolb regarding the application of accounting principles to a
specific completed transaction or the type of audit opinion that might
be rendered on the Company's financial statements.
On September 5, 1997, Coopers & Lybrand, L.L.P. resigned as
certifying auditor to the Company as a result of a fee dispute for the
1997 fiscal year-end audit for the Company. The Company changed
auditors from Guest and Company to Coopers and Lybrand in September,
1996 as reported in Form 8-K, filed September 26, 1996. As stated
therein the report of Guest & Company accompanying the Company's
financial statements for the fiscal years ended June 30, 1995, and June
30, 1994, did not contain an adverse opinion, or a disclaimer of
opinion, and was not modified or qualified with respect to any
uncertainty, audit scope or accounting principles. The report of
Coopers & Lybrand, L.L.P., accompanying the Company's financial
statements for the fiscal six months ended June 30, 1996, and the year
ended December 31, 1995, did not contain an adverse opinion, or a
disclaimer of opinion, and was not modified or qualified with respect to
any uncertainty, audit scope or accounting principles. Coopers &
Lybrand, L.L.P. has not rendered services since September 5, 1997 and
has not participated in the preparation of the Company's audited
financial statements for the fiscal year ended June 30, 1997.
The decision of the Company to engage Coopers & Lybrand as
certifying auditor for the current fiscal year due to the fee dispute
and to engage a new certifying accountant was approved by its Board of
Directors. The Company is unaware of any disagreements with Coopers &
Lybrand, L.L.P., with regard to any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure for the fiscal six months ended June 30, 1996, and the year
ended December 31, 1995, nor from the period beginning July 1, 1996 to
September 5, 1997, which, if not resolved to the former accountant's
satisfaction, would have caused it to make reference to the subject
matter of any disagreement in connection with its report. Further, the
Company is not aware that Coopers & Lybrand ever advised the Company of
any Items set forth in Regulation S-B Section 228.304 (a)(1)(iv)(E).
Item 5. Other Events
Not Applicable
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
Exhibit 1 - Letter from Coopers & Lybrand, L.L.P. regarding Change of
Accountants
October 1, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Proactive Technologies, Inc. (copy
attached), which we understand were filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form 8-K/A report for
the month of September 1997. We agree with the statements concerning
our Firm in such Form 8-K/A.
/s/ Coopers & Lybrand, L.L.P.
Coopers & Lybrand, L.L.P.
Item 8. Change in Fiscal Year
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
PROACTIVE TECHNOLOGIES, INC.
(formerly KEYSTONE MEDICAL CORP.)
Dated: November 19, 1997 /s/ Mark A. Conner
By: _____________________________
Mark A. Conner, President
