RMED INTERNATIONAL INC
8-K/A, 1999-07-07
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


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


                                  July 6, 1999
                                  ------------
                                 Date of Report


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


COLORADO                               0-14696              84-0898302
- --------                               -------              ----------
(State of Incorporation)            (Commission File     (I.R.S. Employer
                                     Number)              Identification Number)


                             3925 North Hastings Way
                              Eau Claire, WI 54702
                              --------------------
                          (Address of Principal Office)


                                  (715)831-0280
                                  -------------
                         (Registrant's Telephone Number)


<PAGE>

Item 2. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

        RMED International, Inc. (the "Company") has dismissed Oatley, Bystrom &
        Hansen, PC as its certified public accountants responsible for auditing
        the Company's financial statements, and appointed Grant Thornton LLP,
        effective immediately. This action was taken by the Board of Directors
        on June 10, 1999, which unanimously approved the written action. Oatley,
        Bystrom & Hansen, PC's reports for the last two fiscal years contained
        no adverse opinions, disclaimers, or qualifications or modifications as
        to uncertainty, audit scope or accounting principles, and during such
        two fiscal year period and the subsequent interim period since then,
        there have been no disagreements with Oatley, Bystrom & Hansen, PC as to
        any matter of accounting principles or practices, financial statement
        disclosure or auditing scope or procedure which, if not resolved to the
        satisfaction of Oatley, Bystrom & Hansen, PC, would have caused it to
        make reference to the subject matter of the disagreement in connection
        with its reports, except for the following:

        In connection with the audit of the consolidated financial statements of
        the Company for the year ending December 31, 1998, Oatley, Bystrom &
        Hansen, PC became aware that certain consigned raw material inventory
        was treated as an asset of the Company, and informed the Company that it
        disagreed with the Company's accounting treatment of consigned raw
        material inventory. The Company agreed with Oatley, Bystrom & Hansen, PC
        as to the proper treatment of consigned inventory, and Oatley, Bystrom
        &Hansen, PC made appropriate adjustments to the consolidated financial
        statements issued by the Company in its Form 10-KSB for the fiscal year
        ended December 31, 1998. In the Company's view, the consolidated
        financial statements issued by the Company in its Form 10-KSB accurately
        account for its inventory.

        (d) The Registrant has requested that Oatley, Bystrom & Hansen, PC
            furnish it with a letter addressed to the SEC stating whether it
            agrees with the above statements. A copy of Oatley, Bystrom &
            Hansen's letter to the SEC, dated June 17, 1999, is filed as Exhibit
            16 to the form 8-K.


                                       2
<PAGE>

                                    SIGNATURE


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 thereunto duly authorized.


                                      RMED International, Inc.


Date: July 6, 1999                    By: /s/ Brenda Schenk
                                          -----------------
                                            Brenda Schenk, President & Principal
                                            Financial Officer

                                       3



                                              OATLEY BYSTROM & HANSEN
                                              A Professional Corporation of CPAs
                                              6061 South Willow Drive, Suite 230
                                              Greenwood Village, Colorado 80111
                                              (303) 770-8383-Fax (303) 721-6925


June 17, 1999


U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


This  letter is in  response to the  request of RMED  International,  Inc.  (the
"Company"),  to review the  disclosures  it made in its recently  filed Form 8-K
regarding a change in the Company's certifying accountants,  a copy of which was
provided  to the  undersigned  by the  Company,  and to provide it with a letter
addressed to the Commission  stating whether we agree with the statements in the
disclosure.

We do not agree with that portion of the disclosure in the Form 8-K filed by the
Company which states that there were no disagreements  with this firm on certain
matters.  There  had been  disagreements  over  matters  of  auditing  scope and
procedure  and  matters of  accounting  principles  or  practices,  which if not
resolved  to our  satisfaction  would have  caused us to make  reference  to the
subject  matter  of the  disagreements  in  connection  with our  report  to the
Company's  Board  of  Directors  issued  in  connection  with  our  audit of the
Company's  financial  statements  for the two years ended  December 31, 1997 and
December 31, 1998. Such  disagreements  involved  primarily the issue of booking
consigned inventories as assets of the Company.

In addition,  during our audit,  information  came to our attention that made us
unwilling  to  rely  on  management's  representations  or  be  associated  with
financial statements prepared by management.

We discussed  the matter of the  disagreements  with two members of the Board of
Directors of the Company, and all such matters were resolved to our satisfaction
in connection with the issuance of our audit report.


Oatley Bystrom & Hansen

By: /s/ D.H. Oatley
    ---------------

- --------------------------------------------------------------------------------

                    Business Advisors o Financial Consultants
               American Institute of Certified Public Accountants
                Colorado Society of Certified Public Accountants
           SEC Practice Section o Private Companies Practice Section




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