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, 1995
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)
Issuer's telephone number: (250) 537-
5732
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
registrant's 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 issuer's 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 issuer's classes of common equity, as
of the latest practicable date.
10,000,000 SHARES COMMON
STOCK
1,000,000 SHARES
PREFERRED STOCK
Documents incorporated by reference:
Part I, Item 1 (a) Form 8-K dated December
18, 1995 concerning the Company's decision to
write off its investment in Ad-A-Cab, LLC.
This Form 10-KSB consists of 9 pages.
The Exhibit Index to this Form 10-KSB appears
on Page 10
TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
PM MANAGEMENT SYSTEMS, INC.
Facing Page
Index
Page
PART I
Item 1 Description of
Business............................1
Item 2 Description of
Property............................2
Item 3 Legal
Proceedings.........................7
Item 4 Submission of Matters to a
Vote of Security
Shareholders........................7
PART II
Item 5 Market for the Registrant's
Common Equity and related
Stockholder Matter..................7
Item 6 Management's Discussion and
Analysis of Financial Condition
and Results of Operations...........7
Item 7 Financial statements...........8
Item 8 Changes in and Disagreements
on Accounting and Financial
Disclosure..........................8
PART III
Item 9 Directors, Executive Officers,
Promoters and Control persons,
Compliance with Section 16(a) of
the Exchange Act....................9
Item 10 Executive Compensation........11
Item 11 Security Ownership of Certain
Beneficial Owners and Management...11
Item 12 Certain Relationships and
Related Transactions...............12
Item 13 Exhibits and Reports on Form
8-K................................12
Signatures...................................13
Exhibit
Index........................................14
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
is engaged in the production and marketing of
a patented rooftop advertising display unit
mounted on commercial vehicles, primarily
taxis. Ad-A-Cab is now 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 Company"s
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). The contents of the December 18,
1995 Form 8-K are incorporated herein 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. Subsequent to the
acquisition of Ad-A-Cab, the officers of the
Company devoted time to assisting the
subsidiary in preparing to market its
products.
The Company has generated no revenues
from the last twelve months of operations -
in fact has incurred a substantial loss and
does not anticipate generating revenues
during its next fiscal year from its business
process and consulting services.
(3) Narrative Description of Business
(1) PM Management Systems, Inc.
Page 1
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.
(2) Ad-A-Cab America, LLC
The business of Ad-A-Cab is the sale and
rental of rooftop advertising display units
and the marketing of advertising space to
merchants and service firms. Ad-A-Cab's
product is unique in that it is "back
lighted" for a vivid and exciting advertising
medium. Ad-A-Cab has acquired the exclusive
sales licenses and marketing rights for
Canada, the United States and Mexico.
Ad-A-Cab is a member of the
International Taxicab & Livery Association
(I.L.T.A.). As a member, Ad-A-Cab attended,
in October 1994, the I.L.T.A. convention in
Las Vegas, Nevada, and demonstrated its
rooftop advertising display units. The
illuminated rooftop advertising display unit
was enthusiastically received and Ad-A-Cab
accepted over one thousand written letters of
intent to utilize its product.
Ad-A-Cab has applied for and received
both U.S. and Canadian patent protection on
its rooftop advertising display unit design.
The Ad-A-Cab rooftop advertising display
unit was developed in Australia and has been
successfully marketed and utilized in that
country for over three years.
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
the main thrust of the management has been to
attempt to improve and develop new techniques
of processed based management, combined with
improving its software systems. The Company
does not perceive at this time that any of
its software may be suitable for copyright or
patent, as each system developed for each
client is more or less customized for that
client's need. At the present time, the
Company has no backlog of orders or clients.
Because the Company presently has little
or no overhead or other material financial
obligations, management of the Company
believes that the Company's short term cash
requirements can be satisfied from revenues
which may be generated from its operations or
from the Company's share of the revenues
Page 2
of its wholly owned subsidiary. In the event
that the Company determines that additional
funds are needed
for expansion and/or purchase of capital
equipment, the Company intends to raise the
additional capital through sales of its
common or preferred stock or through debt and
in such cases, the Company necessity will
have to rely only on its revenues for any
additional capital formation.
The Company has three officers, none of
whom at the present receive any compensation.
It is expected that the officers will devote
as much time as is necessary to the day-to-
day affairs of the Company as soon as it is
able to generate operating revenues
sufficient to justify the same, and not less
than twenty hours per week per officer. All
compensation to such persons is derived at
the present from any commission on sales and
services which are marketed.
(2) Ad-A-Cab
Ad-A-Cab obtained the manufacturing and
marketing rights for its illuminated rooftop
advertising display unit for Canada, the
United States and Mexico in 1994. The
product is unique because it is the only
patented illuminated advertising taxi vehicle
signage in North America. The product has
been successfully marketed in Australia for
three years.
The Ad-A-Cab product is an outdoor
advertising product that cannot be readily
compared to any other form of outdoor
advertising.
As of the date of this report, Ad-A-Cab
has not been able to market its product and,
consequently, has not generated any revenues.
The officers of the company, established
offices in Vancouver, B. C., Canada and
Denver, Colorado. Neither of these offices
were able to generate any revenues and after
an expenditure of approximately two million
dollars, the directors determined to cease
the Company's marketing efforts and to write
off its investment. The Board of Directors
also accepted the resignations of James
Raines and Russell Roten as directors. The
Form 8K reporting the above events is
incorporated in this report by reference.
Competition
(1) PM Management Systems, Inc.
The Company will remain for an indeterminate
time, a small participant in the computer
consulting business. There are many
established computer programming companies in
the Company's marketing area which are larger
and better financed. The Company's
management believes that any success it may
have, if any, in its business purposes will
be to offer services and products which may
be more attractive than other competitive
services and products.
Item 2 Description of Property
The Company owns no material property.
Page 3
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, 1995.
PART II
Item 5 Market for Common Equity and
Related Stockholder Matters
There is no public trading market for
the Company's securities.
Item 6 Management Discussion and
Analysis or Plan of Operation
Management's 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 1995. The ability of the
Registrant to achieve its operational goals
will depend upon its ability to market its
services and any products it develops for its
clients. 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 the
past year and has determined that the Ad-A-
Cab concept is not marketable or feasible in
North America at this time. The Company's
directors and officers have elected to cease
all Ad-A-Cab operations and write off the
Company's investment therein.
Item 7 Financial Statements
The audited Financial Statements for the
fiscal year ended December 31, 1995 are
attached hereto and incorporated herein by
reference.
Page 4
Item 8 Changes and Disagreements with
Accountants on Accounting
and Financial Disclosures
There have been no changes or
disagreements with the Company's independent
outside auditor.
(The remainder of this page was intentionally
left blank)
Page 5
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:
<TABLE>
<CAPTION>
Name Age Position Period
of Service
<S> <C> <C> <C>
Edward D.
Duncan 62 President 9/94 to
and
Director present
1450 Pennyfarthing
Drive, Ste. 601
Vancouver, B. C.
V6J 4X8
Timothy E. Sewell 42 Director & 9/94 to
6240 Cooney Road Vice present
Richmond, B. C. President
V6X 3J6
Anthony V. Feimann 56 Director 9/94 to
1155 Melville Street, & Secretary present
Suite 11
Vancouver, B. C.
V6E 4C4
</TABLE>
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.
Page 6
Timothy E. Sewell, 42, is director and
Vice-President 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. 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, 1995,
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 and
as officers they all have agreed to serve the
Company on a commission basis based upon the
sales and servicing of the Company's clients.
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 Company's 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, 1994, of persons known to
the Company as being the beneficial owner of
over 5% of the Company's Common Stock.
<TABLE>
<CAPTION>
Title Name and Address Amount and Nature Percent
of Class Beneficial Owner Of Beneficial Of
Ownership Class
<S> <C> <C> <C>
Common Maxfield Investments 3,990.000 40
11 3rd Avenue,
Douglas, Isle of Man
1M2 6AL, British Isles
Comman Ad-A-Cab International 2793000 28
limited 232-4 ManYee
Building 67-71 Queens
Road Central, Hong Kong
Comman Russel Roten 1197000 12
230 South Hamilton St.
Beverly Hills, CA
90211
</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
Ownership Class
<S> <C> <C> <C>
Common Edward D. Duncan, 50,000 .50
President
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 15,000 .50
Secretary (2)
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 8
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:December 15, 1999
By: /S/ Timothy E. Sewell Date:December 15, 1999
By: /S/Anthony V. Feimann Date:December 15. 1999
Page 9
for the Ad-A-Cab rooftop-
mounted taxi advertising system(the Canadian
License Rights). AAC Canada paid Cdn.
$100,000 and issued 2,400,000 AAC Canada
common shares(50% of its outstanding shares).
A royalty on the revenues earned by AAC
Canada (which are to be paid directly to AAC
Hong Kong) from the rooftop-mounted
advertising units is as follows:
(a) during the two-year period immediately
after AAC Canada's purchase of rooftop-
mounted advertising unit - 15%
(b) after such two-year period - 10%
The Canadian License Rights are for a term of
three years, commencing March 15, 1994, and
are renewable, pursuant to the terms of the
agreement, upon mutual agreement between the
Company and ACC Canada.
NOTE 3 - GOING CONCERN:
Since its formation, the Company has incurred
losses of $75,000. The ability of the
Company to achieve its development plans and
recover the carrying value of license rights
is dependent upon the support of its unit
holders and creditors to provide the
necessary funding for ongoing operations.
These financial statements have been prepared
on a going concern basis and do not reflect
adjustments which would be necessary if the
Company were unable to continue as a going
concern.
NOTE 4 - INVESTMENT IN AD-A-CAB CANADA, INC.:
During the period, the Company incurred and
paid management fees of $24,862 and rent of
$23,876 to a director who is related to one
of the ownership unit holders. The other
ownership unit holder has a minority interest
in ACC Hong Kong.
NOTE 5 - CURRENCY EXCHANGE:
The financial statements are presented in
dollar amounts based on the United States
Currency Exchange.
NOTE 6 - SUBSEQUENT EVENTS:
In January of 1996, the Company terminated
its ownership interests in Ad-A-Cab America,
L.L.C. and then canceled the 7,980,000 common
shares that were issued on September 5, 1994
for the reorganization purchase agreement.
8
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: December 18,
1995
PM Management Systems, Inc.
(Formerly named Process Based Management,
Inc.)
Colorado 0-22678 84-1193941
(State of (Commission (EIN)
Incorporation) 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 January 17, 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 December 18, 1995, the registrant
wrote off its investment in its subsidiary,
Ad-A-Cab America, LLC. The registrants
directors concluded that the concept was not
viable in North America at that time, in
spite of some success in Australia.
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
On December 18, 1995, the registrants
Board of Directors accepted the resignations
of James B. Raines and Russell Roten as
directors. These resignations were the
result of the boards decision to not
continue to pursue the business of "on Cab"
advertising and to write off its investment
in its subsidiary, Ad-A-Cab America, LLC.
Item 7 - Financial Statements and Exhibits
Exhibit "A" - Copy of minutes of
Registrants directors meeting, accepting
directors resignations.
Exhibit "B" - Copy of minutes of
Registrants directors meeting, writing off
registrants investment in Ad-A-Cab America,
LLC.
Form 8-K: Dated January 17, 1999
PM Management Systems, Inc.
Commission File # 0-22678
Item 8 - Change in Fiscal Year
Not Applicable
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: January 17, 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 , Vancouver, BC, on
December 18, 1995, at 10:00 AM . 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, which had been signed by
every director present, (two directors being
unavailable), 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 concept of on-
cab advertising was not feasible in North
America at the present time, in spite of its
limited success in Australia, and that the
companys investment of approximately
$200,000.00 was, for all intents and
purposes, lost and not recoverable, that all
monies expended to this end be written off as
an extraordinary event during the current
quarter and noted in the up-coming 10KSB for
the year ending December 31, 1995.
RESOLVED: That the resignations of
James B. Raines and Russell Roten be
accepted, effective the date of their
resignations and that no other directors
would be appointed at the present time to
fill the vacancies created. The motion was
seconded and passed.
There being no further business before the
meeting, the meeting was adjourned..
/S/ Anthony V. Feimann
Anthony V. Feimann, Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 1
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1925000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
1000
<COMMON> 1999150
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1925000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 75299
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 98418
<CHANGES> 0
<NET-INCOME> (4987)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
