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, 1997
Commission File No. 0-22678
PM MANAGEMENT SYSTEMS, INC.
(Formerly Known As Process Based Management,
Inc.)
COLORADO
(State or other jurisdiction
of incorporation (I.R.S.
Employer
Identification
or organization) Number) 84-
1193941
404 Scott Point Drive, Salt Spring Island, BC
Canada V8K
2R2
(Address of principal executive office)
(Zip code)
Issuers 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
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, 1997:
$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
This Form 10-KSB consists of 7 pages.
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..................................
.............................................
.........................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.......................................
.............................................
........................................2
Item 6 Managements Discussion and
Analysis of
Financial Condition and Results of
Operations...................................
.......................2
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
PART I
Item 1. Description of Business
(a) 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 was 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 April 10, 1996, the Company determined
that it would cease to actively pursue its
previous business and look for other
opportunities. The Companys Board of
Directors concluded that they would seek out
a company or companies that would see an
advantage in joining forces with the Company
either through merger or takeover. The
registrant has been unable to solidify any
such arrangement up until the present but is
continuing its efforts along the
aforementioned lines.
(b) 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. The Company has
generated no revenues from the last twelve
months of operations and does not anticipate
generating revenues during its next fiscal
year.
(c) 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.
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.
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
1997. 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
hundred thousand dollars during 1995.
Management has decided to suspend all
previous business activities and look for new
opportunities. No suitable target has
presented itself up until now but the
Registrant continues to seek a company or
companies that may desire to join forces
either through merger or takeover.
Item 7 Financial Statements
P.M. MANAGEMENT SYSTEMS, INC.
(Formerly named Process Based Management,
Inc.)
(A development stage company)
AUDIT REPORTS
FINANCIAL STATEMENTS
December 31, 1998, 1997, 1996
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver Colorado 80237
INDEX TO FINANCIAL STATEMENTS
P.M. MANAGEMENT SYSTEMS, INC.
(A development stage company)
TABLE OF CONTENTS
ITEM
PAGE
Report of Certified Public
Accountant...................... 2
Balance Sheets, December 31, 1998, 1997,
1996.............. 3
Statements of Operations, for the years
Ended December 31 , 1998, 1997,
1996............................. 4
Statements of Stockholders Equity, for
the years ended December 31, 1998,
1997, 1996........................ 5
Statements of Cash Flows, for the years
Ended December 31, 1998, 1997,
1996.............................. 6
Notes to Financial
Statements.............................. 7
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
303-220-0227
Board of Directors
P.M. Management Systems, Inc.
(Formerly named Process Based Management,
Inc.)
404 Scott Point Drive
Salt Spring Island, BC Canada V8K2R2
I have audited the accompanying balance
sheets of P.M. Management Systems, Inc. (a
development stage company) as of December 31,
1998, 1997, 1996, and the related statements
of Operations, Stockholders Equity and Cash
Flows for the years ended December 31, 1998,
1997, 1996.
I conducted my audit in accordance with
generally accepted auditing standards. These
standards require that I plan and perform the
audit to obtain reasonable assurance about
whether the financial statements are free of
material misstatement. An audit also
includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as
well as evaluating the overall financial
statement presentation. I believe that my
audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements
referred to above present fairly, in all
material respects, the financial position of
P.M. Management Systems, Inc. (a development
stage company) as of December 31, 1998, 1997,
1996, and the results of its operations and
its cash flow for the years ended December
31, 1998, 1997, 1996.
/S/Janet Loss, C.P.A., P.C.
February 20, 1999
2
P.M. MANAGEMENT SYSTEMS, INC.
(A development stage company)
BALANCE SHEETS
December 31, 1998, 1997, 1996
ASSETS
1998 1997 1996
TOTAL ASSETS: $0 $ 0 $0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
LIABILITIES: $0 0 0
STOCKHOLDERS' EQUITY:
Common stock, no par value per share,
Authorized, issued and outstanding
2,020,000 shares
74,150 74,150 74,150
Preferred stock, no par value,
Authorized, issued and outstanding
1,000,000 shares
1,000 1,000 1,000
Sub-total 75,150 75,150 75,150
Deficit accumulated during the
Development Stage
(75,000) ( 75,000) (75,000)
Treasury stock (150) ( 150) (150)
TOTAL STOCKHOLDERS'
EQUITY: 0 0 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: 0 0 0
The accompanying notes are an integral part
of these financial statements.
3
P.M. MANAGEMENT SYSTEMS, INC.
(A development stage company)
STATEMENTS OF OPERATIONS
For the Years ended December 31, 1998, 1997,
1996
1998 1997 1996
REVENUES: 0 0 0
OPERATING
EXPENSES: 0 0 0
NET (LOSS): 0 0 0
NET (LOSS)
COMMON PER SHARE:N/A N/A N/A
WEIGHTED AVERAGE
COMMON SHARE
OUTSTANDING:
$2,020,000 $2,020,000 $2,020,000
The accompanying notes are an integral part
of the financial statements.
4
P.M. MANAGEMENT SYSTEMS, INC
(A development stage company)
STATEMENTS of STOCKHOLDERS EQUITY
For the years ended December 31, 1998, 1997,
1996
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Deficit
Number of Number of Accumulated
shares shares Amount Amount Treasury during the
common Preferred Common Preferred stock Development Total
Balance,
January 1,
1996 10000000 1000000 1999150 1000 (150) (75000) 1925000
Cancellation
of purchase
of Ad-A-Cab
America, LLC
& cancellation
of 7,980,000
common shares
of 00.25
January
1996 (7980000) 0 (1925000) 0 0 0 (1925000)
Net loss for
the year
ended
December 31,
1996 0 0 0 0 0 0 0
Balance,
December 31,
1996 2020000 1000000 74150 1000 (150) (75000) 0
Net loss for
the year
ended
December 31,
1997 0 0 0 0 0 0 0
Balance
December 31,
1997 2020000 1000000 74150 1000 (150) (75000) 0
Net loss for
the year ended
December 31,
1998 0 0 0 0 0 0 0
December 31,
1998 2020000 1000000 74150 1000 (150) (75000) 0
</TABLE>
The accompanying notes are an integral part
of the financial statements.
5
P.M. MANAGEMENT SYSTEMS, INC
(A development stage company)
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1998, 1997,
1996
1998 1997 1996
Cash Provided By (Used For)
Operating Activities:
(Loss) For the
years ended 0 0 0
Net cash provided by
investing activities 0 0
0
Net cashed provided by
financing activities 0 0
0
NET INCREASE
IN CASH: 0 0 0
Cash, beginning
of the period: 0 0
0
Cash, End of
the period: 0 0 0
The accompanying notes are an integral part
of these financial statements.
6
P.M. MANAGEMENT SYSTEMS. INC.
(A Development stage company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998, 1997, 1996
NOTE 1 - ORGANIZATION OF P.M. MANAGEMENT
SYSTEMS, INC.:
P.M. Management Systems, Inc. is a Colorado
Corporation and is currently in the
development stage. On May 6,1994, the
Company changed its name from Process Based
Management, Inc. to P.M. Management Systems,
Inc.
On September 5, 1994, the Company acquired
all of the outstanding ownership interests in
Ad-A-Cab America, L.L.C., a Wyoming limited
liability company. 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.
However, for business and economic reasons,
the business venture was not successful.
Therefore, in January of 1996, the Company
terminated its ownership interests in Ad-A-
Cab America, L.L.C.. The above mentioned
$7,980,000 common shares that were issued on
September 5, 1994 were returned by Ad-A-Cab
America, L.L.C. and canceled by the Company.
The Company has been dormant since January of
1996 and has had no business activity.
NOTE 2 - RELATED PARTY TRANSACTIONS:
The Company maintains its office in space
provided by the Companys secretary pursuant
to an oral agreement on a rent free basis.
NOTE 3 - GOING CONCERN:
Since its formation, the Company has incurred
losses of $75,000. 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 - CURRENCY EXCHANGE:
The financial statements are presented in
dollar amounts based on the United States
Currency Exchange.
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)
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 64
President and Director 9/94 to present
1450 Pennyfarthing Drive, Ste. 601
Vancouver, B. C. V6J 4X8
Timothy E. Sewell
44 Director & Vice President 9/94
to present
6240 Cooney Road
Richmond, B. C. V6X 3J6
Anthony V. Feimann 58
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 64, 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, 44, 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. 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 58, 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, 1997, 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
(a) 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.
Title Name and Address of
Amount and Nature Percent
of Class Beneficial Owner
Of Beneficial of
Ownership Class
Lawson M. Kerster 229,000
11
304 Ivanhoe Street
Denver, CO 80220
GAK Investments 145,000
7
2200 6th Avenue, Suite 828
Denny Building
Seattle, WA 98121
Brian OShaughnessy 200,000 10
251 S. Monaco Parkway
Denver, CO 80222
Schiltkampe Groupe S.A. 280,000 14
109 - 8751 General Currie Road
Richmond, BC Canada V6Y 1M3
(b) Security Ownership of Management as of
December 31, 1997
Title Name & Address of
Amount & Nature Percent
of Class Beneficial Owner
Of Beneficial of
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 .10
1055 W. Hastings Street, Ste.1010
Vancouver, B. C. V6D 1L1
(2) Less than five percent (5%)
Item 12 Certain Relationships and Related
Transactions
None
Item 13 Exhibits and Reports for Form 8-K
There are no Exhibits or Reports on Form 8-K
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
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<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
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