content: SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
  
                                  FORM 8-K
  
              Current Report Pursuant to Section 13 or 15(d)
                Under the Securities Exchange Act of 1934
  
  
                             Date of Report
                            February 5, 1999
  
                            _________________
                       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:
                           (850) 668-8500
  
  _______________________________________________________________________
  
  Item 1.       Changes in Control of Registrant
     
  
  
       If and to the extent that Mark A. Conner's beneficial ownership of 
  8,559,077 shares of Common Stock and his position as President and Chairman
  of the Board represented control of Proactive Technologies, Inc. (the 
  "Registrant"), the sale by Mr. Conner to the Registrant of 5,000,000 
  shares of common stock of the Registrant, as reported in Item 2. below, 
  taken together with his resignation as an officer and director of the 
  Registrant, may represent a change in control of the Registrant.  Mr. 
  Conner now beneficially owns 17.2% of the issued and outstanding shares 
  of common stock of the Registrant.  He has expressed a willingness to sell 
  the remainder of his shares.  Since Mr. Conner's shares were sold to the 
  Registrant, persons who had previously acquired shares now own a 
  greater percentage of the Registrant.   
  
       As noted, Mr. Conner resigned as a director and officer of the 
  Registrant.  On February 2, 1999, the directors elected William Astrop 
  as a director to fill the vacancy created by Mr. Conner's resignation.    
  
       As previously reported by the Registrant on Form 8-K filed January 19, 
  1999, and incorporated herein by reference on December 30, 1998, Arthur G. 
  Weiss and certain members of his family acquired the right to receive an 
  aggregate of 3,100,000 shares of the Registrant's Common Stock pursuant to 
  the terms of that certain Agreement and Plan of Reorganization ("Weiss 
  Reorganization Agreement") dated December 28, 1998.  As a result of the 
  Conner stock sale, Mr. Weiss now beneficially owns 15.0% of the issued and
  outstanding shares of common stock of the Registrant.  
  
      As previously reported on Form 8-K dated January 25, 1999, and 
  incorporated herein by reference, on January 8, 1999, the Lance Children's 
  Trust (the "Trust"), a trust for the benefit of the children of Mr. Beverly
  Lance, acquired 3,600,00 shares (the "Shares") of the Registrant's Common 
  Stock pursuant to the terms of that certain Agreement and Plan of 
  Reorganization ("Lance Reorganization Agreement"), dated January 8, 
  1999 between the Registrant and the Trust.  As a result of the Conner 
  stock sale, Mr. Lance now beneficially owns 17.4% of the issued and 
  outstanding shares of Common Stock of the Registrant.
  
       On January 29, 1999, the Wendell M. Starke Trust ("Starke Trust") 
  acquired 2,500,000 shares of the Registrant's Common Stock for $1,000,000 
  in cash from personal funds. Wendell M. Starke is the Trustee and Beneficiary 
  of the Starke Trust.  As a result of the Conner stock sale, Mr. Starke now 
  owns 12.1% of the issued and outstanding shares of Common Stock of the 
  Registrant.
  
       The preceding transactions were not subject to or conditioned on the 
  occurrence of any of the other transactions.
  
       On February 5, 1999, Ben S. Branch and Robert E.  Maloney, Jr. resigned
  as directors of the Registrant.  The resignations of Mr. Branch and Mr. 
  Maloney were not the subject of any prior arrangement or understanding.  
  As previously noted in the Schedule 13D filed by Mr. Lance and the Trust, 
  they intend to seek representation on the Registrant's Board of Directors.  
  Accordingly, Mr. Lance will seek nomination to fill one of the vacancies 
  on the Board.
  
       The above-referenced persons have not had any formal arrangements or 
  understandings with respect to other changes in the Registrant, but Mr. 
  Weiss and Mr. Lance are working together with management to develop a 
  comprehensive plan to attempt to improve the Registrant's financial 
  performance.
  
  
  Item 2.       Disposition of Assets
  
        On January 21, 1999, the Registrant closed the sale of its wholly-
  owned subsidiary, Henry Holdings, Inc., a Florida corporation (the 
  "Subsidiary") to Mark A. Conner, the Registrant's former President, in
  exchange for 5,000,000 shares of Common Stock of the Registrant that were
  held by Mr. Conner.  Under the terms of the Agreement, Conner was to receive
  cash or cash and property with an agreed upon value of not greater than
  $2,000,000.  At January 21, 1999, the Subsidiary, a real estate holding 
  company had an asset of $700,000 in cash.  The remaining value of 
  $1,300,000 was to be generated from the closing of a contract with an
  unrelated third party purchaser or by conveyance via warranty deed to Henry
  Holdings, Inc. on January 28, 1999 in the event that the third party 
  purchasers did not close on the land, of the following real estate holdings: 
  38 lots in The Landings at Golden Eagle Phase I; 39 developed lots in Golden
  Eagle Units 5 & 7; 40 developed lots in Golden Eagle Unit 8; raw land
  for The Landings at Golden Eagle Phase II; raw land for Golden Eagle Unit
  6; and the office building and land located at 7118 Beech Ridge Trail,
  Tallahassee, Florida.  The above real estate holdings were subject to 
  approximately $3,667,500 in mortgage indebtedness, which was to be paid off 
  at closing, or assumed by Mr. Conner, if the transaction to the third party 
  purchasers did not occur.  The transaction closed to the third party 
  purchasers on January 28,1999.  The assets sold by the Registrant had a 
  book value of $6,396,416.33 as of December 31, 1998 and were sold at a  
  contract price of $5,112,902.  The actual cash paid for the 5,000,000 shares
  of stock was $1,570,000.00, with an additional $200,000 held in escrow to 
  be released upon the fulfillment of certain continigencies by Mr. Conner.
  The sale was made pursuant to a Stock Exchange Agreement, filed as Exhibit 
  2.1.  The purchase price was set based upon the written offer to purchase 
  that the Registrant received from the unrelated third party purchasers.  In 
  connection with this sale, Mr. Conner resigned as President of the Registrant
  and the Registrant and Mr. Conner entered into a Consulting Agreement, an 
  Indemnification Agreement and a Profit Sharing Agreement, each of which is 
  filed as an Exhibit hereto.  Further information regarding this transaction 
  is included in the Registrant's press release, filed as Exhibit 99.1 and 
  incorporated herein by this reference.
  
       The Profit Sharing Agreement provided that, in the event that (i.) 
  the third party purchaser did not close on the above transaction, and (ii.)
  the property was conveyed by warranty deed to Henry Holdings, Inc., and
  (iii.) Mr. Conner agreed that if he sold the property within 67 days of 
  January 21, 1999, then he would pay any amounts received in excess of 
  $1,300,000, over and above all closing costs and encumbrances, to the 
  Registrant.  The property closed to the third party purchaser on January 28, 
  1999.  The Profit Sharing Agreement will terminate without any payment.
  
  
  Item 3.       Bankruptcy or Receivership
  
                Not Applicable
  
  Item 4.       Changes in Registrant's Certifying Accountant
  
                Not Applicable
  
  Item 5.       Other Events
  
                Not Applicable
  
  Item 6.       Resignations of Registrant's Directors
   
                Not Applicable
  
  Item 7.       Financial Statements and Exhibits
  
                (a)    Financial Statements.
  
                Not Applicable
  
  
                (b)    Unaudited Pro Forma Condensed Consolidated Financial 
  Information.
  
                Set forth below are thefollowing unaudited pro forma condensed
  consolidated financial statements:
  
                     1.     Introduction to Condensed Consolidated Pro Forma
  Financial Statements.
  
                     2.     Pro Forma Condensed Consolidated Statements of
  Income for the Year Ended June 30, 1998 and the Three Months Ended
  September 30, 1998.
  
                     3.     Pro Forma Condensed Consolidated Balance Sheet
  as of September 30, 1998.
  
               Unaudited Pro Forma Condensed Consolidated
                        Financial Information
  
  Introductory Note:   The following unaudited pro forma condensed balance
  sheet and statements of income reflect the financial position at September
  30, 1998 and results of operations for the year ended June 30, 1998 and
  the three months ended September 30, 1998 of Proactive Technologies, Inc.
  (the "Registrant" or the "Company") as if the disposition of the assets
  on January 21, 1999 had occurred on September 30, 1998 for balance sheet
  purposes and July 1, 1997 for statement of income purposes.
  
  The unaudited pro forma condensed consolidated balance sheet and statement
  of income do not purport to represent the Registrant's financial position
  or results of operations had the transactions actually occurred on September
  30, 1998 or July 1, 1997, respectively, or to project the Registrant's
  consolidated results of operations for any future periods.
  
  The pro forma adjustments are based upon available information.  These
  adjustments are directly attributable to the transaction referred to above,
  and are expected to have a continuing impact on the Registrant's business,
  results of operations and financial position.  The following unaudited pro
  forma condensed consolidated financial statements should be read in 
  conjunction with the historical financial statements of the Registrant,
  which are included in its Form 10-KSB for the year ended June 30, 1998 and
  its Form 10-QSB for the three months ended September 30, 1998.
  
  <TABLE>
  
                        Proactive Technologies, Inc.
            Proforma Condensed Consolidated Statement of Income
                        Year Ended June 30, 1998
                              (in 000's)
  
  
                             Proactive                           Pro Forma
                         Technologies, Inc.     Pro Forma      Consolidated
                           Year Ended          Adjustments      Year Ended
                            06/30/98                             06/30/98
                        ------------------    --------------  --------------
  <S>                           <C>               <C>              <C>
  Sales          (A)        $ 15,134	           $ 5,113       $  20,247
  Cost of Sales  (B)          11,888               6,507          18,395
                            -------------     --------------  ---------------
  
  Gross Profit                 3,246              (1,394)          1,852
  
  Selling, general and
   administrative exp. (C)   ( 2,787)                  8          (2,779)
  Interest expense     (D)   ( 1,270)                194          (1,076)
  Equity in earnings of
   affiliated companies           21                   0              21
  Minority interest                0                   0               0
  Loss on attempted
   acquisition of Killearn      (369)                  0          (  369)
  Other income, net              177                   0             177
                            -------------     ---------------  --------------
  (Loss) income before
   income taxes and
   discontinued operations      (982)             (1,192)         (2,174)
  Income tax benefit 
   (expense)          (E)        332                 405             737
                            -------------     ---------------  ---------------
  Net (loss) income
   before discontinued
   operations                   (650)              ( 787)         (1,437)
  
  Discontinued operations:
   Loss from investment in
    Decocrete (less applicable
    benefit of $138,801 
                                (230)                  0           ( 230)
                           --------------     ---------------  ---------------
  Net (loss) income         $   (880)             (  787)         (1,667)                     
  (Loss) earnings per share
   before discontinued
   operations                   ($ 0.04)                        ($ 0.14)
  Discontinued operations       ($ 0.01)                        ($ 0.01)
                           --------------                      ---------------
  (Loss) earnings per share     ($ 0.05)                        ($ 0.15)
  
  Weighted average shares
    outstanding              16,845,746                         11,845,746
  
  </TABLE>
  
  (A)  Reflect sale of properties
  
  (B)  Reflect cost of properties sold and closing costs
  
  (C)  Eliminate selling and marketing expenses associated with the properties
  
  (D)  Eliminate interest expense to reflect the assumption of bank borrowings
  
  (E)  Income tax benefit related to the above transactions at the Company's
       effective income tax rate (34%).
  
  <TABLE>
  
                       Proactive Technologies, Inc.
                Pro Forma Condensed Consolidated Statement of Income
                      Three Months Ended September 30, 1998
                            (Unaudited)  (In 000's)
  
                          Proactive                             Pro Forma
                      Technologies, Inc.                       Consolidated
                         Three Months         Pro Forma         Three Months
                       Ended 9/30/98         Adjustments       Ended 9/30/98
                     -------------------    -------------     ----------------
  <S>                        <C>                 <C>               <C>
  REVENUES:
     Net Sales    (A)    $       1,327      $     5,113        $     6,440
     Cost of Sales  (B)          1,389            6,507              7,896
     Selling, general and
      administrative exp. (C)      454             (  1)               453
                         --------------     -------------     --------------
     (Loss) income from
      operations                 ( 516)          (1,393)            (1,909)
     Other income (deductions):
      Interest (expense) (D)     ( 138)              48             (   90)
      Other income, net            120                0                120
     Minority interest               0                0                  0
                         --------------     -------------     --------------
     (Loss) income from
      continuing operations
      before income taxes       (  534)          (1,345)            (1,879)
     Income tax benefit  (E)       186              457                643
                         --------------     -------------     --------------
     Net (loss) income before
      discontinued operations  ($  348)         ($  888)          ($ 1,236)
     Discontinued operations:
     Loss from operations of
      Decocrete Worldwide, less
      applicable tax benefit of      0                0                  0 
                         ---------------    --------------     --------------
    Net (loss) income          ($  348)         ($  888)          ($ 1,236)
                         ---------------    --------------     --------------
  
    (Loss) earnings per share
    before discontinued
    operations                 ($ 0.02)                          ( $ 0.11)
    Discontinued operations     $ 0.00                             $ 0.00 
                         ---------------                       --------------
    Earnings per share         ($ 0.02)                          ( $ 0.11)
                         ---------------
    Adjusted shares outstanding
     primary and fully diluted 16,499,253                          11,499,253
    Dividends paid               NONE                                 NONE
  
  </TABLE>
  
  (A)  Reflect sale of properties
  
  (B)  Reflect cost of properties sold and closing costs
  
  (C)  Eliminate selling and marketing expenses associated with the properties
  
  (D)  Eliminate interest expense to reflect the assumption of bank borrowings
  
  (E)  Income tax benefit related to the above transactions at the Company's
       effective income tax rate (34%).
  
  <TABLE>
  
                          Proactive Technologies, Inc.
                 Pro Forma Condensed Consolidated Balance Sheet
                             September 30, 1998
  
                          Proactive                          Consolidated
                     Technologies, Inc.                        Pro Forma
                         September 30,        Pro Forma       September 30,
                            1998             Adjustments          1998
                     ------------------    ---------------- -----------------
  
  ASSETS:
  <S>                         <C>                 <C>              <C>
  Real estate 
    inventories   (A)   $      33,449      ($       6,161)      $    27,288 
  Cash and equivalents (B)         98                 172               270
  Property and equipt, net        393                (235)              158
  Investment in Killearn        1,188                   0             1,188
  Other investments               197                   0               197 
  Other assets                    274                   0               274
  Notes receivable              1,055                   0             1,055
                        --------------      ---------------    ---------------
  Total Assets          $      36,654      ($       6,224)      $    30,430
                        --------------      ---------------    ---------------
                        --------------      ---------------    ---------------
  
  LIABILITIES AND STOCKHOLDERS' EQUITY:
  <S>                         <C>                 <C>               <C>
  Notes payable   (C)  $       21,095      ($       3,634)      $    17,461
  Accounts payable and
    accrued expenses  (D)       1,096                 700             1,796
  Income taxes payable (E)      1,237               ( 457)              780
  Deferred income 
    tax liability                 112                   0               112
  Deferred revenue                109                   0               109
  Deferred comp. payable            0                   0                 0
  Customer deposits   (F)         190               ( 175)               15
                       ---------------      ----------------    --------------
  Total liabilities    $       23,839      ($       3,566)      $    20,273
  
  Minority interest                 0                   0                 0
  
  Stockholders' Equity:
  Common Stock - par value
    $0.04 per share; authorized
    60,000,000 shares; issued
    17,092,657,        (G)        684                (200)              484
  Paid in capital      (G)     12,328              (1,570)           10,758
  Retained earnings             1,753               ( 888)              865
  Treasury stock               (1,950)                  0           ( 1,950)
                       ----------------     ----------------    -------------
  Total stockholders' 
    equity             $       12,815       ($      2,658)      $    10,157
  
  Total Liabilities and
    Stockholders' 
    equity             $       36,654       ($      6,224)      $    30,430 
                      ----------------      ----------------    -------------
                      ----------------      ----------------    -------------
  
  (A)  Eliminate properties
  
  (B)  Reflect net increase in cash due to sale of properties
  
  (C)  Eliminate mortgages
    
  (D)  Accrue liability for cash portion of stock purchases
  
  (E)  Reflect accrual of taxes
  
  (F)  Reflect reeturn of deposits
  
  (G)  Repurchase of shares of common stock       
  
                (c)     Exhibits.
  
  
  
  
  Exhibit 
  Number                                Description
  2.1*                  Stock Exchange Agreement dated as of January 19, 1999
                        among Proactive Technologies, Inc. and Mark A. Conner
  10.1                  Consulting Agreement between Proactive Technologies,
                        Inc. and Mark A. Conner
  10.2                  Indemnification Agreement between Proactive 
                        Technologies, Inc. and Mark A. Conner
  10.3                  Profit Sharing Agreement between Proactive 
                        Technologies, Inc. and Mark A. Conner
  99.1                  Press Release - 1/21/99
  
  *     In accordance with Item 601(b)(2) of Regulation S-K, the schedules
  have been omitted.  There is a list of scedhules at the end of the Exhibit, 
  briefly describing them.   The Registrant will furnish supplementally a 
  copy of any omitted schedule to the Commission upon request.
  
  
  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.
                                    
  
  Dated:  February 5, 1999           /s/ Robert E. Maloney, Jr.
                                     By: _____________________________
                                     Robert E. Maloney, Jr., Vice-President
  
  
  
  </TABLE>
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metadata_filer: {"company-data": {"conformed-name": "PROACTIVE TECHNOLOGIES INC", "cik": "0000722839", "assigned-sic": "8071", "irs-number": "232265039", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08662", "film-number": "99522935"}, "business-address": {"street1": "7118 BEECH RIDGE TRAIL", "street2": "STE 402", "city": "TALLAHASSEE", "state": "FL", "zip": "32312", "phone": "9046685800"}, "mail-address": {"street1": "7118 BEECH RIDGE TRAIL", "street2": "SUITE 402", "city": "TALLAHASSEE", "state": "FL", "zip": "32312"}, "former-company": [{"former-conformed-name": "KEYSTONE MEDICAL CORPORATION", "date-changed": "19920703"}, {"former-conformed-name": "KEYSTONE MEDICAL CORP INC", "date-changed": "19910103"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
  
                                  FORM 8-K
  
              Current Report Pursuant to Section 13 or 15(d)
                Under the Securities Exchange Act of 1934
  
                             Date of Report
                            February 5, 1999
  
                            _________________
                       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:
                           (850) 668-8500
  
  _______________________________________________________________________
  
  Item 1.       Changes in Control of Registrant
     
  
       If and to the extent that Mark A. Conner's beneficial ownership of 
  8,559,077 shares of Common Stock and his position as President and Chairman
  of the Board represented control of Proactive Technologies, Inc. (the 
  "Registrant"), the sale by Mr. Conner to the Registrant of 5,000,000 
  shares of common stock of the Registrant, as reported in Item 2. below, 
  taken together with his resignation as an officer and director of the 
  Registrant, may represent a change in control of the Registrant.  Mr. 
  Conner now beneficially owns 17.2% of the issued and outstanding shares 
  of common stock of the Registrant.  He has expressed a willingness to sell 
  the remainder of his shares.  Since Mr. Conner's shares were sold to the 
  Registrant, persons who had previously acquired shares now own a 
  greater percentage of the Registrant.   
  
       As noted, Mr. Conner resigned as a director and officer of the 
  Registrant.  On February 2, 1999, the directors elected William Astrop 
  as a director to fill the vacancy created by Mr. Conner's resignation.    
  
       As previously reported by the Registrant on Form 8-K filed January 19, 
  1999, and incorporated herein by reference on December 30, 1998, Arthur G. 
  Weiss and certain members of his family acquired the right to receive an 
  aggregate of 3,100,000 shares of the Registrant's Common Stock pursuant to 
  the terms of that certain Agreement and Plan of Reorganization ("Weiss 
  Reorganization Agreement") dated December 28, 1998.  As a result of the 
  Conner stock sale, Mr. Weiss now beneficially owns 15.0% of the issued and
  outstanding shares of common stock of the Registrant.  
  
      As previously reported on Form 8-K dated January 25, 1999, and 
  incorporated herein by reference, on January 8, 1999, the Lance Children's 
  Trust (the "Trust"), a trust for the benefit of the children of Mr. Beverly
  Lance, acquired 3,600,00 shares (the "Shares") of the Registrant's Common 
  Stock pursuant to the terms of that certain Agreement and Plan of 
  Reorganization ("Lance Reorganization Agreement"), dated January 8, 
  1999 between the Registrant and the Trust.  As a result of the Conner 
  stock sale, Mr. Lance now beneficially owns 17.4% of the issued and 
  outstanding shares of Common Stock of the Registrant.
  
       On January 29, 1999, the Wendell M. Starke Trust ("Starke Trust") 
  acquired 2,500,000 shares of the Registrant's Common Stock for $1,000,000 
  in cash from personal funds. Wendell M. Starke is the Trustee and Beneficiary 
  of the Starke Trust.  As a result of the Conner stock sale, Mr. Starke now 
  owns 12.1% of the issued and outstanding shares of Common Stock of the 
  Registrant.
  
       The preceding transactions were not subject to or conditioned on the 
  occurrence of any of the other transactions.
  
       On February 5, 1999, Ben S. Branch and Robert E.  Maloney, Jr. resigned
  as directors of the Registrant.  The resignations of Mr. Branch and Mr. 
  Maloney were not the subject of any prior arrangement or understanding.  
  As previously noted in the Schedule 13D filed by Mr. Lance and the Trust, 
  they intend to seek representation on the Registrant's Board of Directors.  
  Accordingly, Mr. Lance will seek nomination to fill one of the vacancies 
  on the Board.
  
       The above-referenced persons have not had any formal arrangements or 
  understandings with respect to other changes in the Registrant, but Mr. 
  Weiss and Mr. Lance are working together with management to develop a 
  comprehensive plan to attempt to improve the Registrant's financial 
  performance.
  
  Item 2.       Disposition of Assets
  
        On January 21, 1999, the Registrant closed the sale of its wholly-
  owned subsidiary, Henry Holdings, Inc., a Florida corporation (the 
  "Subsidiary") to Mark A. Conner, the Registrant's former President, in
  exchange for 5,000,000 shares of Common Stock of the Registrant that were
  held by Mr. Conner.  Under the terms of the Agreement, Conner was to receive
  cash or cash and property with an agreed upon value of not greater than
  $2,000,000.  At January 21, 1999, the Subsidiary, a real estate holding 
  company had an asset of $700,000 in cash.  The remaining value of 
  $1,300,000 was to be generated from the closing of a contract with an
  unrelated third party purchaser or by conveyance via warranty deed to Henry
  Holdings, Inc. on January 28, 1999 in the event that the third party 
  purchasers did not close on the land, of the following real estate holdings: 
  38 lots in The Landings at Golden Eagle Phase I; 39 developed lots in Golden
  Eagle Units 5 & 7; 40 developed lots in Golden Eagle Unit 8; raw land
  for The Landings at Golden Eagle Phase II; raw land for Golden Eagle Unit
  6; and the office building and land located at 7118 Beech Ridge Trail,
  Tallahassee, Florida.  The above real estate holdings were subject to 
  approximately $3,667,500 in mortgage indebtedness, which was to be paid off 
  at closing, or assumed by Mr. Conner, if the transaction to the third party 
  purchasers did not occur.  The transaction closed to the third party 
  purchasers on January 28,1999.  The assets sold by the Registrant had a 
  book value of $6,396,416.33 as of December 31, 1998 and were sold at a  
  contract price of $5,112,902.  The actual cash paid for the 5,000,000 shares
  of stock was $1,570,000.00, with an additional $200,000 held in escrow to 
  be released upon the fulfillment of certain continigencies by Mr. Conner.
  The sale was made pursuant to a Stock Exchange Agreement, filed as Exhibit 
  2.1.  The purchase price was set based upon the written offer to purchase 
  that the Registrant received from the unrelated third party purchasers.  In 
  connection with this sale, Mr. Conner resigned as President of the Registrant
  and the Registrant and Mr. Conner entered into a Consulting Agreement, an 
  Indemnification Agreement and a Profit Sharing Agreement, each of which is 
  filed as an Exhibit hereto.  Further information regarding this transaction 
  is included in the Registrant's press release, filed as Exhibit 99.1 and 
  incorporated herein by this reference.
  
       The Profit Sharing Agreement provided that, in the event that (i.) 
  the third party purchaser did not close on the above transaction, and (ii.)
  the property was conveyed by warranty deed to Henry Holdings, Inc., and
  (iii.) Mr. Conner agreed that if he sold the property within 67 days of 
  January 21, 1999, then he would pay any amounts received in excess of 
  $1,300,000, over and above all closing costs and encumbrances, to the 
  Registrant.  The property closed to the third party purchaser on January 28, 
  1999.  The Profit Sharing Agreement will terminate without any payment.
  
  Item 3.       Bankruptcy or Receivership
  
                Not Applicable
  
  Item 4.       Changes in Registrant's Certifying Accountant
  
                Not Applicable
  
  Item 5.       Other Events
  
                Not Applicable
  
  Item 6.       Resignations of Registrant's Directors
   
                Not Applicable
  
  Item 7.       Financial Statements and Exhibits
  
                (a)    Financial Statements.
  
                Not Applicable
  
                (b)    Unaudited Pro Forma Condensed Consolidated Financial 
  Information.
  
                Set forth below are thefollowing unaudited pro forma condensed
  consolidated financial statements:
  
                     1.     Introduction to Condensed Consolidated Pro Forma
  Financial Statements.
  
                     2.     Pro Forma Condensed Consolidated Statements of
  Income for the Year Ended June 30, 1998 and the Three Months Ended
  September 30, 1998.
  
                     3.     Pro Forma Condensed Consolidated Balance Sheet
  as of September 30, 1998.
  
               Unaudited Pro Forma Condensed Consolidated
                        Financial Information
  
  Introductory Note:   The following unaudited pro forma condensed balance
  sheet and statements of income reflect the financial position at September
  30, 1998 and results of operations for the year ended June 30, 1998 and
  the three months ended September 30, 1998 of Proactive Technologies, Inc.
  (the "Registrant" or the "Company") as if the disposition of the assets
  on January 21, 1999 had occurred on September 30, 1998 for balance sheet
  purposes and July 1, 1997 for statement of income purposes.
  
  The unaudited pro forma condensed consolidated balance sheet and statement
  of income do not purport to represent the Registrant's financial position
  or results of operations had the transactions actually occurred on September
  30, 1998 or July 1, 1997, respectively, or to project the Registrant's
  consolidated results of operations for any future periods.
  
  The pro forma adjustments are based upon available information.  These
  adjustments are directly attributable to the transaction referred to above,
  and are expected to have a continuing impact on the Registrant's business,
  results of operations and financial position.  The following unaudited pro
  forma condensed consolidated financial statements should be read in 
  conjunction with the historical financial statements of the Registrant,
  which are included in its Form 10-KSB for the year ended June 30, 1998 and
  its Form 10-QSB for the three months ended September 30, 1998.
  
                        Proactive Technologies, Inc.
            Proforma Condensed Consolidated Statement of Income
                        Year Ended June 30, 1998
                              (in 000's)
  
                             Proactive                           Pro Forma
                         Technologies, Inc.     Pro Forma      Consolidated
                           Year Ended          Adjustments      Year Ended
                            06/30/98                             06/30/98
                        ------------------    --------------  --------------
  Sales          (A)        $ 15,134	           $ 5,113       $  20,247
  Cost of Sales  (B)          11,888               6,507          18,395
                            -------------     --------------  ---------------
  
  Gross Profit                 3,246              (1,394)          1,852
  
  Selling, general and
   administrative exp. (C)   ( 2,787)                  8          (2,779)
  Interest expense     (D)   ( 1,270)                194          (1,076)
  Equity in earnings of
   affiliated companies           21                   0              21
  Minority interest                0                   0               0
  Loss on attempted
   acquisition of Killearn      (369)                  0          (  369)
  Other income, net              177                   0             177
                            -------------     ---------------  --------------
  (Loss) income before
   income taxes and
   discontinued operations      (982)             (1,192)         (2,174)
  Income tax benefit 
   (expense)          (E)        332                 405             737
                            -------------     ---------------  ---------------
  Net (loss) income
   before discontinued
   operations                   (650)              ( 787)         (1,437)
  
  Discontinued operations:
   Loss from investment in
    Decocrete (less applicable
    benefit of $138,801 
                                (230)                  0           ( 230)
                           --------------     ---------------  ---------------
  Net (loss) income         $   (880)             (  787)         (1,667)                     
  (Loss) earnings per share
   before discontinued
   operations                   ($ 0.04)                        ($ 0.14)
  Discontinued operations       ($ 0.01)                        ($ 0.01)
                           --------------                      ---------------
  (Loss) earnings per share     ($ 0.05)                        ($ 0.15)
  
  Weighted average shares
    outstanding              16,845,746                         11,845,746
  (A)  Reflect sale of properties
  
  (B)  Reflect cost of properties sold and closing costs
  
  (C)  Eliminate selling and marketing expenses associated with the properties
  
  (D)  Eliminate interest expense to reflect the assumption of bank borrowings
  
  (E)  Income tax benefit related to the above transactions at the Company's
       effective income tax rate (34%).
  
                       Proactive Technologies, Inc.
                Pro Forma Condensed Consolidated Statement of Income
                      Three Months Ended September 30, 1998
                            (Unaudited)  (In 000's)
  
                          Proactive                             Pro Forma
                      Technologies, Inc.                       Consolidated
                         Three Months         Pro Forma         Three Months
                       Ended 9/30/98         Adjustments       Ended 9/30/98
                     -------------------    -------------     ----------------
  REVENUES:
     Net Sales    (A)    $       1,327      $     5,113        $     6,440
     Cost of Sales  (B)          1,389            6,507              7,896
     Selling, general and
      administrative exp. (C)      454             (  1)               453
                         --------------     -------------     --------------
     (Loss) income from
      operations                 ( 516)          (1,393)            (1,909)
     Other income (deductions):
      Interest (expense) (D)     ( 138)              48             (   90)
      Other income, net            120                0                120
     Minority interest               0                0                  0
                         --------------     -------------     --------------
     (Loss) income from
      continuing operations
      before income taxes       (  534)          (1,345)            (1,879)
     Income tax benefit  (E)       186              457                643
                         --------------     -------------     --------------
     Net (loss) income before
      discontinued operations  ($  348)         ($  888)          ($ 1,236)
     Discontinued operations:
     Loss from operations of
      Decocrete Worldwide, less
      applicable tax benefit of      0                0                  0 
                         ---------------    --------------     --------------
    Net (loss) income          ($  348)         ($  888)          ($ 1,236)
                         ---------------    --------------     --------------
  
    (Loss) earnings per share
    before discontinued
    operations                 ($ 0.02)                          ( $ 0.11)
    Discontinued operations     $ 0.00                             $ 0.00 
                         ---------------                       --------------
    Earnings per share         ($ 0.02)                          ( $ 0.11)
                         ---------------
    Adjusted shares outstanding
     primary and fully diluted 16,499,253                          11,499,253
    Dividends paid               NONE                                 NONE
  (A)  Reflect sale of properties
  
  (B)  Reflect cost of properties sold and closing costs
  
  (C)  Eliminate selling and marketing expenses associated with the properties
  
  (D)  Eliminate interest expense to reflect the assumption of bank borrowings
  
  (E)  Income tax benefit related to the above transactions at the Company's
       effective income tax rate (34%).
  
                          Proactive Technologies, Inc.
                 Pro Forma Condensed Consolidated Balance Sheet
                             September 30, 1998
  
                          Proactive                          Consolidated
                     Technologies, Inc.                        Pro Forma
                         September 30,        Pro Forma       September 30,
                            1998             Adjustments          1998
                     ------------------    ---------------- -----------------
  
  ASSETS:
  Real estate 
    inventories   (A)   $      33,449      ($       6,161)      $    27,288 
  Cash and equivalents (B)         98                 172               270
  Property and equipt, net        393                (235)              158
  Investment in Killearn        1,188                   0             1,188
  Other investments               197                   0               197 
  Other assets                    274                   0               274
  Notes receivable              1,055                   0             1,055
                        --------------      ---------------    ---------------
  Total Assets          $      36,654      ($       6,224)      $    30,430
                        --------------      ---------------    ---------------
                        --------------      ---------------    ---------------
  
  LIABILITIES AND STOCKHOLDERS' EQUITY:
  Notes payable   (C)  $       21,095      ($       3,634)      $    17,461
  Accounts payable and
    accrued expenses  (D)       1,096                 700             1,796
  Income taxes payable (E)      1,237               ( 457)              780
  Deferred income 
    tax liability                 112                   0               112
  Deferred revenue                109                   0               109
  Deferred comp. payable            0                   0                 0
  Customer deposits   (F)         190               ( 175)               15
                       ---------------      ----------------    --------------
  Total liabilities    $       23,839      ($       3,566)      $    20,273
  
  Minority interest                 0                   0                 0
  
  Stockholders' Equity:
  Common Stock - par value
    $0.04 per share; authorized
    60,000,000 shares; issued
    17,092,657,        (G)        684                (200)              484
  Paid in capital      (G)     12,328              (1,570)           10,758
  Retained earnings             1,753               ( 888)              865
  Treasury stock               (1,950)                  0           ( 1,950)
                       ----------------     ----------------    -------------
  Total stockholders' 
    equity             $       12,815       ($      2,658)      $    10,157
  
  Total Liabilities and
    Stockholders' 
    equity             $       36,654       ($      6,224)      $    30,430 
                      ----------------      ----------------    -------------
                      ----------------      ----------------    -------------
  
  (A)  Eliminate properties
  
  (B)  Reflect net increase in cash due to sale of properties
  
  (C)  Eliminate mortgages
    
  (D)  Accrue liability for cash portion of stock purchases
  
  (E)  Reflect accrual of taxes
  
  (F)  Reflect reeturn of deposits
  
  (G)  Repurchase of shares of common stock       
  
                (c)     Exhibits.
  
  Exhibit 
  Number                                Description
  2.1*                  Stock Exchange Agreement dated as of January 19, 1999
                        among Proactive Technologies, Inc. and Mark A. Conner
  10.1                  Consulting Agreement between Proactive Technologies,
                        Inc. and Mark A. Conner
  10.2                  Indemnification Agreement between Proactive 
                        Technologies, Inc. and Mark A. Conner
  10.3                  Profit Sharing Agreement between Proactive 
                        Technologies, Inc. and Mark A. Conner
  99.1                  Press Release - 1/21/99
  
  *     In accordance with Item 601(b)(2) of Regulation S-K, the schedules
  have been omitted.  There is a list of scedhules at the end of the Exhibit, 
  briefly describing them.   The Registrant will furnish supplementally a 
  copy of any omitted schedule to the Commission upon request.
  
  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.
                                    
  
  Dated:  February 5, 1999           /s/ Robert E. Maloney, Jr.
                                     By: _____________________________
                                     Robert E. Maloney, Jr., Vice-President