U.S. Securities and Exchange Commission
Washington, DC 20549
CONFORMED COPY
FORM 1O - KSB
[ X ] ANNUAL REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File No. 0-22678
PM MANAGEMENT SYSTEMS, INC.
(Formerly Known As Process Based Management,
Inc.)
COLORADO
84-1193941 (State
or other jurisdiction of incorporation
(I.R.S. Employer Identification or
organization)
Number)
404 Scott Point Drive, Salt Spring Island, BC
Canada V8K
2R2
(Address of principal executive office)
(Zip code)
Issuers telephone number: (250) 5375732
Securities registered under Section 12(b) of
the Exchange Act: NONE
Securities registered under Section 12(g) of
the Exchange Act: COMMON STOCK
Check whether the issuer (1) filed all
reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12
months (or for such shorter period that the
registration was required to file such
reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No____
Check if there is no disclosure of
delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form,
and no disclosure will be contained, to the
best of registrants knowledge, in definitive
proxy or information statements incorporated
by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
State issuers revenues for its most current
fiscal year. $-0-
State the aggregate market value of the
voting stock held by non-affiliates computed
by reference to the price at which the stock
was sold, or the average bid and asked prices
of such stock, as of a specific date within
the past 60 days. As of December 31, 1996:
$0.00
Check whether the issuer has filed all
documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act
after distribution of securities under a plan
confirmed by a court.
Yes______ No______ Not applicable.
The number of shares outstanding of each
of the issuers classes of common equity, as
of the latest practicable date.
2,020,000 SHARES COMMON
STOCK
1,000,000 SHARES PREFERRED STOCK
Documents incorporated by reference:
Part I, Item 1 (a) Form 8-K dated January 22,
1996 concerning the return of shares
originally issued for the acquisition of Ad-A-
Cab America, LLC, for cancellation and the
Companys return of all of the Units of
Participation in Ad-A-Cab America, LLC.
This Form 10-KSB consists of 7 pages.
The Exhibit Index to this Form 10-KSB appears
on Page 8
TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
PM MANAGEMENT SYSTEMS, INC.
Facing Page
Index
PART I
Item 1 Description of
Business.................... 1
Item 2 Description of
Property.................... 2
Item 3 Legal
Proceedings................. 2
Item 4 Submission of Matters to a
Vote of Security Shareholders........... 2
PART II
Item 5 Market for the Registrants
Common Equity and related Stockholder
Matter.................... 3
Item 6 Managements Discussion and
Analysis of
Financial Condition and Results
of Operations........................... 3
Item 7 Financial
Statements................. 3
Item 8 Changes in and Disagreements
on Accounting
and Financial
Disclosure.............................3
PART III
Item 9 Directors, Executive Officers,
Promoters
and Control persons, Compliance
with Section 16(a) of the Exchange
Act..................................4
Item 10 Executive
Compensation.................5
Item 11 Security Ownership of Certain
Beneficial Owners
and
Management...............................5
Item 12 Certain Relationships and
Related
Transactions.................6
Item 13 Exhibits and Reports on Form 8-
K...........................6
Signatures..........................7
Exhibit Index......................8
PART I
Item 1. Description of Business
(1) General Development of Business
PM Management Systems, Inc. (the
Company or Registrant) was incorporated
under the laws of the State of Colorado on
March 13, 1992, as Processed Based
Management, Inc. The Company is a management
consulting service selling its services to
business and industry specializing in selling
(i) management computer software, (ii)
advertising and marketing services, and (iii)
general business management advice wherein it
relates to computer software.
On September 5, 1994, the Company
acquired all of the outstanding ownership
interest in Ad-A-Cab America, LLC, a Wyoming
limited liability company, (Ad-A-Cab), that
was engaged in the production and marketing
of a patented rooftop advertising display
unit mounted on commercial vehicles,
primarily taxis. Ad-A-Cab became a wholly
owned subsidiary. To effect the
reorganization pursuant to Section
368(a)(1)(B) of the Internal Revenue Code,
the Company issued 7,980,000 shares of its
previously authorized, but unissued, no par
value common stock. The acquisition of Ad-A
Cab was reported on Form 8-K dated September
10, 1994 (filed with the U.S. Securities and
Exchange Commission on September 15, 1994)
and included a copy of the Agreement and Plan
of Reorganization.
On December 18, 1995, the Companys
directors concluded that, in spite of some
success in Australia, the Ad-A-Cab concept
was not feasible in the North American
market. As result of this conclusion, the
directors decided to write off the investment
in Ad-A-Cab America, LLC. The aforementioned
decision was reported on Form 8K dated
December 18, 1995 (filed with the US
Securities and Exchange Commission February
15, 1999).
On January 22, 1996, the company returned
both outstanding Ownership Units,
representing 100% of the ownership of Ad-ACab
America, LLC in exchange for the return of
7,980,000 share of the Companys no-par value
common stock, for cancellation. This
transaction was reported on Form 8K dated
January 22, 1996 (filed with the US
Securities and Exchange Commission February
15, 1999) and is incorporated in this report
by reference.
(2) Financial Information About
Industry Segments
The Company may be considered a
development stage company. Although
profitable during its first year of
operation, the Company has been in business
since March, 1992 and has had minimal
revenues. Until the acquisition of Ad-A-Cab,
the activities of the first twenty-seven
months were devoted to consulting services
and determining the extent of the potential
market for its consulting services and
identifying existing computer programs which
can be sold or adapted for business use. The
Company has generated no revenues from the
last twelve months of operations and does not
anticipate generating revenues during its
next fiscal year from its business process
and consulting services.
Page 1
(3) Narrative Description of Business
(1) PM Management Systems, Inc.
During the first two years of its
existence the Company attempted to establish
a business of providing tools to support
business process improvement projects.
Business process improvement is the
identification, analysis and streamlining of
business operations for client companies.
This could include, for example, simplifying
and reducing costs for payroll processing.
General Business Plan
(1) PM Management Systems, Inc.
The Company has been engaged in the
business of providing specialized business
consulting software to mid to large sized
businesses (revenues in excess of $50million
per year) and governmental agencies.
During the past year, the Company has
received no revenues from its efforts and in
a meeting held April 10, 1996, the directors
resolved to suspend all activity in the
aforementioned field and seek other
opportunities.
Because the Company presently has little
or no overhead or other material financial
obligations, management of the Company
believes that the Companys short term cash
requirements can be satisfied. What little
cash might be needed in the future could be
supplied by the issuance of the Companys
common stock or by loans from directors or
shareholders. (See Exhibit 2 attached to this
report).
Item 2 Description of Property
The Company owns no material property.
Item 3 Legal Proceedings
There are no legal proceedings in which
the Company is involved.
Item 4 Submission of Matters to a Vote of
Security Holders
There have been no matters submitted to
a vote of the security holders during the
fourth quarter of the fiscal year ended
December 31, 1996.
Page 2
PART II
Item 5 Market for Common Equity and
Related Stockholder Matters
There is no public trading market for
the Companys securities.
Item 6 Management Discussion and
Analysis or Plan of Operation
Managements Discussion and Analysis of
Financial Condition and Results of
Operations.
Liquidity and Capital Resources
The Company is a development stage
company and has not had any substantial
revenues to date. The Company had no
revenues during 1996. The ability of the
Registrant to achieve its operational goals
will depend upon its ability to identify and
obtain a business or businesses that may be
interested in combining operations through
merger or takeover. Additional capital is
needed to continue or expand its operations,
but there is no assurance that such capital
in equity or debt form will be available.
Results of Operations
The Company is a development stage
company which generated only limited amount
of revenues during its first year of
operation and none during the past year. The
Company accumulated a deficit of
approximately two million dollars during
1995. Management has decided to suspend all
previous business activities and look for new
opportunities.
Item 7 Financial Statements
The audited Financial Statements for the
fiscal year ended December 31, 1996 are
attached hereto and incorporated herein by
reference.
Item 8 Changes and Disagreements with
Accountants on Accounting
and Financial Disclosures
There have been no changes or
disagreements with the Companys independent
outside auditor.
(The remainder of this page was intentionally
left blank)
Page 3
Part III
Item 9 Directors, Executive Officers,
Promoters and Control Persons;
Compliance with Section 16(a) of
the Exchange Act
The Directors and Executive Officers of
the registrant are as follows:
Name Age Position
Period of Service
Edward D. Duncan 63 President and
Director 9/94
To present
Pennyfarthing Drive, Ste. 601
Vancouver, B. C. V6J 4X8
Timothy E. Sewell 43 Director &
Vice President 9/94 to
present
6240 Cooney Road
Richmond, B. C. V6X 3J6
Anthony V.
Feimann 57 Director &
Secretary
9/94 to present
1155 Melville Street, Suite 11
Vancouver, B. C. V6E 4C4
All of the Directors of the Company hold
office until the next annual meeting of the
shareholders and until their successors have
been elected and have qualified. There is no
family relationship between and executive
officer and director of the Company.
Business Experience.
Edward D. Duncan, age 62, is the
president and director of PM Management
Systems, Inc. Mr. Duncan has been licensed
as an attorney in Canada since 1956. He
holds a Bachelor of Arts and Law (LLB )
degree from the University of British
Columbia. Although his educational
background and much of his life has been
devoted to the practice of law, Edward Duncan
also has held many other business and
political positions, as well as playing
professional football from 1955 through 1961.
From 1960 through 1965, Mr. Duncan served as
an Alderman on the Calgary, Alberta city
council. During this same time period, he
was the Director of the Calgary Exhibition
and Stampede Association, the Director of the
McMahon Stadium Society and established the
law firm of E.D. Duncan and Company. From
1965 through 1967, Mr. Duncan served as
president of Prosper Oil and Gas, Ltd. From
1970 through 19787 he actively practiced law
in Edmonton, Alberta. In 1978 Mr. Duncan
moved to Scottsdale, Arizona, where he
established a real estate and financial
consulting business that operated until 1985.
Since 1985 Edward D. Duncan has lived in
Vancouver, British Columbia and has served as
either an officer or a director for R.F. Oil
Industries, Ltd. (an Alberta Stock Exchange
company), Glacier Ice Co., Ltd. (an Alberta
Stock Exchange company), Bioject Medical
Services, Inc. (a NASDAQ company), the
Questex Group Ltd (a NASDAQ company) and One
World Society, a non-profit environmental
educational foundation.
Timothy E. Sewell, 42, is the secretary
of PM Management Systems, Inc. Mr. Sewell
has had a broad range of experience as an
officer or director or private and publicly
held businesses.
Page 4
From 1984 through 1987 Mr. Sewell was a
partner with Eagle West Productions, a full
service advertising agency. In 1987 he
founded the Glacier Ice Co., Ltd. (an Alberta
Stock Exchange company) and Advance Analysis,
an engine lubricant analysis system. In l989
Mr. Sewell developed and franchised The Odor
Doctor, a firm specializing in marketing a
device to control noxious commercial,
industrial and residential odors. Since 1989
Mr. Sewell has also served as a business
consultant specializing in marketing. He
holds a Bachelor of Arts degree from Sir
George Williams University and is currently
enrolled in Pacific Western University
seeking a masters degree in business
administration.
Mr. Anthony V. Feimann, age 56, is
director and secretary of PM Management
Systems, Inc.. Mr. Feimann graduated with a
Bachelor of Arts degree in econometrics from
the University of British Columbia. Since
1975 Mr. Feimann has operated as a private
consultant on accounting and finance issues
for publicly held and privately owned
companies.
Item 10 Executive Compensation
During the year ended December 31, 1996,
the officers of the Company received no
salary or benefits. At the present time none
of the officers or directors receives any
salaried compensation for their services. The
Company has no formal policy or plan
regarding payment of salaries, but should it
pay them, it would be in conformance with
general business considerations as to the
payment of same, such as the desire to
compensate officers and employees for time
spent on behalf of the Company.
No retirement, pension, profit sharing,
stock option or insurance programs or similar
programs have been adopted by the Registrant
for the benefit of its employees.
No executive officer or director of the
Company holds any option to purchase any of
the Companys securities.
Item 11 Security Ownership of Certain
Beneficial Owners and Management
(1) Security ownership of certain
beneficial owners
The following table sets forth information,
as of December 31, 1996, of persons known to
the Company as being the beneficial owner of
over 5% of the Companys Common Stock.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Title Name and Address of Amount and Nature Percent
of Class Beneficial Owner Of Beneficial of
Ownership Class
Lawson M. 229000 11
Kerster
304 Ivanhoe Street
Denver, CO 80220
GAK Investments 145000 7
2200 6th Avenue, Suite 828
Denny Building
Seattle, WA 98121
Brian OShaughnessy 200000 10
251 S. Monaco Parkway
Denver, CO 80222
Schiltkampe Groupe S.A. 280000 14
109 - 8751 General
Currie Road
Richmond, BC Canada
V6Y 1M3
</TABLE>
(b) Security Ownership of
Management as of December 31, 1995
<TABLE>
<CAPTION>
Title Name & Address of Amount & Nature Percent
of Class Beneficial Owner Of Beneficial of
<S> <C> <C> <C>
Ownership Class
Common Edward D.
Duncan,
President (2) 50,000 .50
1450 Pennyfarthing
Drive, #601
Vancouver,
B. C. V6J 4X8
Timothy E. Sewell,
Vice PresidENT -0- -0-
6240 Cooney Rd.
Richmond, B. C.
V6X 3J6
Common Anthony V.
Feimann,
Secretary (2) 15,000 .1
1055 W. Hastings
Street,
Ste.1010
Vancouver,
B. C.
V6D 1L1
( 2) Less than
five percent (5%)
</TABLE>
Item 12 Certain Relationships and Related
Transactions
None
Item 13 Exhibits and Reports for Form 8-K
The Company filed a Form 8-K dated
December 18, 1995 reporting the decision to
write off its investment in Ad-A-Cab America,
LLC. That report and exhibit is incorporated
herein by reference.
Page 6
SIGNATURES
In Accordance with Section 13 or 15(d)
of the Securities Exchange Act, the
Registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
PM MANAGEMENT SYSTEMS, INC.
By: /S/ Edward D. Duncan
Date: February 12, 1999
Edward D. Duncan, Director and President
By: Timothy E. Sewell
Date: February 12, 1999
Timothy E. Sewell, Director and Vice
President
By: Anthony V. Feimann
Date: February 12, 1999
Anthony V. Feimann, Director and
Secretary
EXHIBITS
Form 8 K dated January 22, 1996
Minutes of Directors meeting dated April 10,
1996
US Securities and Exchange Commission
Washington, DC 20549
CONFORMED COPY
Form 8-K
Current Report Pursuant to Section 13 or
15(d) of
The Securities Exchange Act of 1934
Date of earliest event reported: January 22,
1996
PM Management Systems, Inc.
(Formerly named Process Based Management,
Inc.)
Colorado 0-22678 84-1193941
(State of
Incorporation) (Commission (EIN)
File Number)
404 Scott Point Drive, Salt Spring Island, BC
Canada V8K 2R2
(Address of Principal Executive Offices)
Registrants Telephone Number, Including Area
Code: (250) 537-5732
Form 8-K: Dated February 7, 1999.
PM Management Systems, Inc.
Commission File # 0-22678
Page 2
Item 1 - Changes in Control of Management Not
Applicable
Item 2 - Acquisition or Disposition of Assets
On January 22, 1996, the registrant
exchanged all 2000 Units of participation it
had received in acquiring Ad-A-Cab America,
LLC, a Wyoming Limited Liability Company, for
the 7,980,000 shares of no par value common
stock it had issued as part of the
acquisition. The registrant also resolved to
cancel the aforementioned shares upon
receipt.. On December 18, 1995, the
registrant wrote off its investment in Ad-A
Cab America, LLC..
Item 3 - Bankruptcy or Receivership
Not Applicable
Item 4 - Changes in the Registrants
Certifying Public Accountant
Not Applicable
Item 5 - Other Events
Not Applicable
Item 6 - Resignations of Registrants
Directors
Not Applicable
Item 7 - Financial Statements and Exhibits
Exhibit A - Copy of minutes of
Registrants January 22nd directors meeting,
agreeing to exchange 2000 Units of Ad-A-Cab
America for 7,980,000 shares of the
registrants common shares and to cancel such
shares.
Item 8 - Change in Fiscal Year
Not Applicable
Form 8-K: Dated February 7, 1999.
PM Management Systems, Inc.
Commission File # 0-22678 Page 3
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the
Registrant has caused this report ;to be
signed on its behalf by the undersigned,
hereunto duly authorized.
Dated: February 7, 1999
PM Management Systems, Inc
/S/ Anthony V. Feimann
Anthony V. Feimann, Secretary
Minutes of Special Meeting of Directors
The Board Of Directors of PM Management
Systems, Inc. held a special meeting at #601
- - 1450 Pennyfarthing Drive, Vancouver, BC, on
January 22, 1996, at 7:30 PM . The following
persons consisting of a quorum were present:
Edward D. Duncan, Director and
President
Anthony V. Feimann, Director and
Secretary
Timothy E. Sewell, Director and
Vice-president (Via Telephone)
Mr. Duncan served as chairperson of the
meeting and Mr Feimann served as Secretary of
the meeting.
After reading a waiver of notice of the
meetings notice, which had been signed by
every director present, the Secretary was
directed to attach a copy of the waiver with
the minutes of the meeting.
Having announced that a quorum of the
Board of Directors - as required by the By
laws of the corporation - necessary for the
holding of a meeting of directors - was
present and that the meeting had been duly
convened, the chairperson further announced
that the meeting could proceed with its
business.
Upon duly made, seconded and fully discussed
motions, the following resolutions were
adopted.
RESOLVED: That, in consideration
for the return of 3,990,000 common shares by
Maxfield Investments, Limited; 2,793,000
common shares by Ad-A-Cab International,
Limited and 1,197,000 common shares by
Russell Roten (for an aggregated total of
7,980,000 shares) that the Company would
return both Ownership Units in Ad-A-Cab
America, LLC representing 100% ownership and
acquired in the reorganization pursuant to
Section 368(a)(1)(B) of the Internal Revenue
Code and dated September, 1994
.
There being no further business before
the meeting, the motion seconded and carried,
the meeting was adjourned.
/S/ Anthony V. Feimann
Anthony V. Feimann, Secretary
Minutes of Special Meeting of Directors
The Board Of Directors of PM Management
Systems, Inc. held a special meeting via
telephone, on April 10, 1996, at 8:30 PM .
The following persons consisting of a quorum
were present:
Edward D. Duncan, Director and
President
Anthony V. Feimann, Director and
Secretary
Timothy E. Sewell, Director and
Vice-president
Mr. Duncan served as chairperson of the
meeting and Mr. Feimann served as Secretary
of the meeting.
After reading a waiver of notice of the
meetings notice, the Secretary was directed
to attach a copy of the waiver with the
minutes of the meeting.
Having announced that a quorum of the
Board of Directors - as required by the By
laws of the corporation - necessary for the
holding of a meeting of directors - was
present and that the meeting had been duly
convened, the chairperson further announced
that the meeting could proceed with its
business.
Upon duly made, seconded and fully discussed
motions, the following resolutions were
adopted.
RESOLVED: That the Company cease
all efforts to pursue its present business
activities and to seek other opportunities
There being no further business before
the meeting, the motion seconded and carried,
the meeting was adjourned.
/S/ Anthony V. Feimann Anthony V.
Feimann, Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
1000
<COMMON> 74150
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
