RMED INTERNATIONAL INC
10QSB, 1998-05-14
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1998

                           Commission File No. 0-14696

                            RMED International, Inc.
             (Exact Name of Registrant and Specified in its Charter)

        Colorado                                       84-0898302
(State of Incorporation)                 (I.R.S. Employer Identification Number)

                    675 Industrial Boulevard, Delta, CO 81416
                         (Address of Principal Offices)

                                  (970)874-7536
                         (Registrant's Telephone Number)

Securities registered pursuant to Section 12(h) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock $.01
                                                            par value(Title of
                                                            Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 3 or 15(d) of the Securities  Exchange Act of 1934 during
the  preceding 12 months (or for such shorter  periods that the  Registrant  was
required  to file  such  report(s),  and (2) had  been  subject  to such  filing
requirements for the past 90 days.

               __X__ YES                               ______ NO

There were 6,370,958  shares of the Registrant stock $.01 par value common stock
outstanding as of March 31, 1998.

<PAGE>

                            RMED International, Inc.

                         Condensed Financial Statements

                                TABLE OF CONTENTS

                                                                            Page

Part I.  Item 1.

         Condensed Balance Sheet as of March 31, 1998 and                   F-1
         December 31, 1997

         Condensed Statements of Operations for the three months            F-2
         ended March 31, 1998 and 1997

         Condensed Statements of Cash Flows for the three months            F-3
         ended March 31, 1998 and 1997

         Condensed Statements of Changes in Stockholders' Equity            F-4
         for the three months ended March 31, 1998

         Notes to Condensed Financial Statements for the three              F-5
         months ended March 31, 1998

         Item 2.

         Management's Discussion and Analysis of Financial                    6
         Condition and Results of Operations

Part II. Other Information                                                    8

Signatures                                                                    9

<PAGE>

RMED International, Inc.
Balance Sheet

                                                       March 31,    December 31,
                                                            1998           1997
                                                     -----------    -----------
                                                     (Unaudited)
CURRENT ASSETS
   Cash                                              $    63,017    $   178,754
   Accounts receivable, less allowance for
     uncollectible accounts of $6,000 and
     $6,000, respectively                                131,087        100,082
   Notes receivable, current maturities                   40,947         39,928
   Inventory, at cost                                    123,102         76,604
   Prepaids and other                                     59,436         60,108
                                                     -----------    -----------
                                                         417,589        455,476
                                                     -----------    -----------

NOTES RECEIVABLE, less current maturities                 61,320         68,782
                                                     -----------    -----------
PROPERTY AND EQUIPMENT, at cost
   Land and building                                     245,000        245,000
   Furniture and office equipment                         50,255         50,255
   Machinery and equipment                                15,737         15,737
   Vehicles                                                5,796          5,796
                                                     -----------    -----------
                                                         316,788        316,788
   Less accumulated depreciation                         (83,651)       (80,213)
                                                     -----------    -----------
                                                         233,137        236,575
                                                     -----------    -----------

OTHER ASSETS                                              16,233         16,299
                                                     -----------    -----------
                                                     $   728,279    $   777,132
                                                     ===========    ===========
CURRENT LIABILITIES
   Note payable, current maturities                  $     3,319    $     3,244
   Note payable to President                              68,800        186,790
   Accounts payable and accrued liabilities              206,639        219,745
                                                     -----------    -----------
                                                         278,758        409,779
NOTES PAYABLE, less current maturities                   140,540        141,532
                                                     -----------    -----------
                                                         419,298        551,311
                                                     -----------    -----------
STOCKHOLDERS' EQUITY
   Common stock, $.01 par value; 50,000,000
     shares authorized; 6,370,958 shares
     issued and outstanding                               63,710         63,710
   Contributed capital                                 5,146,013      5,146,013
   Accumulated deficit                                (4,900,742)    (4,983,902)
                                                     -----------    -----------
                                                         308,981        225,821
                                                     -----------    -----------
                                                     $   728,279    $   777,132
                                                     ===========    ===========

See accompanying notes.


                                      F-1
<PAGE>

RMED International, Inc.
Statement of Operations

                                                       Three Months Ended
                                                 -------------------------------
                                                 March 31, 1998   March 31, 1997
                                                 --------------   --------------
                                                   (Unaudited)    (Unaudited)

SALES OF DIAPERS                                   $   531,546    $   400,929

COST OF GOODS SOLD                                     222,008        190,481
                                                   -----------    -----------

   GROSS PROFIT                                        309,538        210,448
                                                   -----------    -----------
OPERATING EXPENSES
   General and administrative                          139,258        127,842
   Sales and marketing                                  99,514         55,051
                                                   -----------    -----------

                                                       238,772        182,893
                                                   -----------    -----------

   OPERATING INCOME                                     70,766         27,555
                                                   -----------    -----------
OTHER INCOME (EXPENSE)
   Interest income                                       8,364         12,870
   Interest expense                                     (5,489)        (6,959)
   Gain on sale of medical products
    line and diaper machine                              6,209          3,844
   Other                                                 3,310           --
                                                   -----------    -----------

                                                        12,394          9,755
                                                   -----------    -----------

NET INCOME                                         $    83,160    $    37,310
                                                   ===========    ===========

EARNINGS (LOSS) PER SHARE - BASIC                  $      0.01    $      0.01
                                                   ===========    ===========
EARNINGS (LOSS) PER SHARE - ASSUMING DILUTION      $      0.01    $      0.01
                                                   ===========    ===========

WEIGHTED AVERAGE SHARES - BASIC                      6,370,958      6,370,958
                                                   ===========    ===========
WEIGHTED AVERAGE SHARES - DILUTED                    7,204,886      7,021,752
                                                   ===========    ===========

See accompnaying notes.


                                      F-2
<PAGE>

RMED International, Inc.
Statement of Cash Flows

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                         ------------------------------
                                                         March 31, 1998  March 31, 1997
                                                         --------------  --------------
                                                           (Unaudited)     (Unaudited)
<S>                                                       <C>             <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                $     83,160    $     37,310
Adjustments to reconcile net income                     
  to net cash provided by operations:                   
      Depreciation and amortization                              3,504           3,493
      Changes in assets and liabilities:                
           Accounts receivable                                 (31,005)        (61,403)
           Inventory                                           (46,498)        (32,757)
           Prepaids and other current assets                       672            (221)
           Accounts payable and accrued liabilities            (13,106)         61,682
                                                          ------------    ------------
                                                        
NET CASH FROM OPERATIONS                                        (3,273)          8,104
                                                          ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Reduction in medical products line note receivable
     and diaper machine notes receivable                         6,443           7,837
   Decrease (increase) in note receivable from Chairman           --            (3,233)
   Purchase of equipment                                          --            (2,500)
                                                          ------------    ------------

NET CASH FROM (USED FOR) INVESTING ACTIVITIES                    6,443           2,104
                                                          ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Borrowings (payments) on note payable to President         (117,990)         17,949
   Payments on mortgage                                           (917)         (1,024)
                                                          ------------    ------------

NET CASH FROM (USED FOR) FINANCING ACTIVITIES                 (118,907)         16,925
                                                          ------------    ------------

NET INCREASE (DECREASE) IN CASH                               (115,737)         27,133

CASH - BEGINNING OF PERIOD                                     178,754           7,066
                                                          ------------    ------------

CASH - END OF PERIOD                                      $     63,017    $     34,199
                                                          ============    ============
</TABLE>

See accompanying notes.


                                      F-3
<PAGE>

RMED International, Inc.
Statement of Changes in Stockholders' Equity

<TABLE>
<CAPTION>
                                             Common Stock       
                                       -------------------------   Contributed   Accumulated
                                         Shares        Amount        Capital       Deficit
                                       -----------   -----------   -----------   ----------- 
<S>                                      <C>         <C>           <C>           <C>         
Balances, December 31, 1997              6,370,958   $    63,710   $ 5,146,013   $(4,983,902)

      Net income (unaudited)                  --            --            --          83,160
                                       -----------   -----------   -----------   ----------- 

Balances, March 31, 1998 (Unaudited)     6,370,958   $    63,710   $ 5,146,013   $(4,900,742)
                                       ===========   ===========   ===========   =========== 
</TABLE>

See accompanying notes.


                                      F-4
<PAGE>

                            RMED International, Inc.
                     Notes to Condensed Financial Statements
                    For the Three Months Ended March 31, 1998
                                   (Unaudited)

Note A - General

The accompanying  unaudited condensed financial statements have been prepared in
accordance  with the  instructions  to Form 10-QSB and do not include all of the
information and notes required by generally accepted  accounting  principles for
complete financial statements. The financial statements include all the accounts
of RMED  International,  Inc. (the "Company") and its wholly owned subsidiaries,
all of which are inactive. All intercompany  transactions and balances have been
eliminated. In the opinion of management,  all material adjustments,  consisting
of  only  normal  recurring   adjustments   considered   necessary  for  a  fair
presentation, have been included. These statements should be read in conjunction
with the financial  statements and notes thereto  included in the Company's Form
10-KSB for the year ended December 31, 1997.

Note B - Earnings (Loss) Per Share

Basic earnings  (loss) per share of common stock are computed using the weighted
average number of common stock outstanding during each period.  Diluted earnings
per  share  is  calculated  by  increasing   the  weighted   average  shares  by
contingently  issuable  shares to the Company's  President for a patent interest
and for stock options computed using the treasury stock method.

Note C -- Contingency

In August 1994,  the Company  commenced an action in the United States  District
Court for the Southern District of New York against Sloan's  Supermarkets,  Inc.
and John A. Catsimatidis to recover damages based on the defendants'  failure to
disclose, in its public filings and otherwise, the existence of an investigation
by  the  Federal  Trade  Commission   ("FTC")  regarding  the  concentration  of
supermarkets  by entities  owned or  controlled by the  defendants.  The Company
purchased  approximately  226,000 shares of Sloan's common stock in November and
December  1993,  in open market  transactions  on the American  Stock  Exchange,
without knowledge of the FTC  investigation,  and sold a portion of these shares
at a loss after June 2, 1994, when the Company learned of the FTC investigation.
The legal  action has been  certified  as a "class  action" with the Company the
class action representative. Litigation is subject to many uncertainties and the
Company is unable to predict the outcome of this matter.


                                      F-5
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

      RMED International, Inc. (the "Company". "RMED") was incorporated under
      the laws of the State of Colorado on December 28, 1982, and is in the
      business of marketing and selling Tushies(R) and TenderCare(R) brands baby
      products.

      The Company holds a patent for its GEL-FREE cotton blend disposable
      diapers. Tushies and TenderCare diapers and natural formula wipes are
      manufactured by outside private label manufacturers pursuant to Company
      specifications.

      The increase in sales and profit in the first quarter 1998 directly
      reflects continued growth of the Company's product line, brand recognition
      and customer base.

      Material Changes in Financial Position

      Total assets of the Company decreased $48,853 from $777,132 at December
      31, 1997 to $728,297 at March 31, 1998. The decrease was primarily
      attributable to repayment of borrowings to the Company's President offset
      by increases in accounts receivable and inventory.

      During the three month period ended March 31, 1998, net working capital
      increased $93,134 primarily due to a decrease in the note payable to the
      President and increases in inventory and accounts receivable.

      Total liabilities at March 31, 1998 were $419,298 compared to $551,311 at
      December 31, 1997. The decrease of total liabilities of $132,013 is
      primarily due to a decrease in the note payable to the President.

      Total stockholders' equity increased $83,160 during the three month period
      ended March 31, 1998. The increase was primarily a result of an
      improvement in the gross profit margin and overall increase in sales.

      Material Changes on Results of Operations

      Net sales for the quarter ended March 31, 1998 were $531,546 compared to
      net sales of $400,929 for the quarter ended March 31, 1997, an increase of
      33%.


                                       6
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION cont'd

      Gross profit for the three months ended March 31, 1998 was $309,538
      compared to $210,448 in the prior year, an increase of 47%.

      Operating expenses for the three months ended March 31, 1998 and 1997 were
      $238,772 and $182,893, respectively, an increase of 31%.

      The net income for the quarter ended March 31, 1998 was $83,160 compared
      to $37,310 for the quarter ended March 31, 1997.

      Liquidity and Capital Resources

      At March 31, 1998, the Company had working capital of $138,831 consisting
      of $417,589 in current assets and $278,758 in current liabilities.

      As of March 31, 1998 the Company's long term debt is $140,540 consisting
      of a mortgage payable on the Delta, Colorado facility.


                                       7
<PAGE>

Part II. Other Information

         Item 1-5. Not applicable.

         Item 6.   Exhibits and reports on Form 8-K.

         In the three months ended March 31, 1998 no reports were filed on
         Form 8-K.


                                       8
<PAGE>

                                   SIGNATURES

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

                                              RMED International, Inc.

Date: May 11, 1998

                                              /s/ Brenda Schenk
                                              --------------------------
                                              Brenda Schenk
                                              President and Principal Financial
                                              Officer

                                       9


<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   MAR-31-1998
<CASH>                                              63,017
<SECURITIES>                                             0
<RECEIVABLES>                                      137,087
<ALLOWANCES>                                         6,000
<INVENTORY>                                        123,102
<CURRENT-ASSETS>                                   417,589
<PP&E>                                             316,788
<DEPRECIATION>                                      83,651
<TOTAL-ASSETS>                                     728,279
<CURRENT-LIABILITIES>                              278,758
<BONDS>                                            140,540
                                    0
                                              0
<COMMON>                                            63,710
<OTHER-SE>                                         245,271
<TOTAL-LIABILITY-AND-EQUITY>                       728,279
<SALES>                                            531,546
<TOTAL-REVENUES>                                   531,546
<CGS>                                              222,008
<TOTAL-COSTS>                                      238,772
<OTHER-EXPENSES>                                   (17,883)
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                   5,489
<INCOME-PRETAX>                                     83,160
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                 83,160
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                        83,160
<EPS-PRIMARY>                                         0.01
<EPS-DILUTED>                                         0.01
        


</TABLE>


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