RMED INTERNATIONAL INC
8-K/A, 1999-07-09
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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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


                                  July 8, 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 July 7,
                  1999, is filed as Exhibit 16.1 to the form 8-K/A.
<PAGE>



                                   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 thereunto duly authorized.

                                   RMED International, Inc.

Date: July 8, 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


July 7, 1999


Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Ladies and Gentlemen:

This  letter is in  response to the  request of RMED  International,  Inc.  (the
"Company"),  to  review a draft of a Form  8-K/A,  amending  the Form 8-K of the
Company filed with the SEC on June 16, 1999, a copy of which was provided to the
undersigned by the Company.  We have no disagreement with the disclosure made in
the Form 8-K/A. We understand that this letter will be filed with the Form 8-K/A
together with our letter,  dated June 17, 1999, in response to the original Form
8-K.


Very truly yours,




By: /s/ D.H. Oatley
    ---------------
Oatley Bystrom & Hansen

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

                    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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