PM MANAGEMENT SYSTEMS, INC.
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 10, 2000
NOTICE AND PROXY STATEMENT
PM MANAGEMENT SYSTEMS,INC.
404 Scott Point Drive
Salt Spring Island, BC
V8K 2R2
December 1, 1999
Dear PM Management Stockholder:
I am pleased to invite you to the Annual meeting
of Stockholders of PM Management Systems, Inc. The
meeting will be at 11:00 AM on Monday, January 10,
2000 at 518 17th Street, Suite 566, Denver, Colorado.
At the meeting you and other stockholders will
elect three directors to the PM Management Board.
You will also have an opportunity to hear of the
successful revival of the Company after its being, to
all intents and purposes, dormant for the past three
years. You will have the opportunity to ask any
questions that you might have. You will also receive
the Companys audited financial statements for the
year ending December 31, 1998 in the enclosed annual
report as filed with the Securities and Exchange
Commission in Washington, DC.
You will also be asked to consider several
changes to the Companys structure, designed to make
it more flexible and beneficial to you and the other
stockholders.
We hope that you can join us on January 10th,
2000. Whether or not you can attend, please read the
enclosed Proxy Statement. When you have done so,
please mark your votes on the enclosed ballot or sign
and date the proxy and return it to us in the
enclosed envelope. Your vote is important, so please
return your ballot or proxy promptly.
Sincerely,
S/S Anthony V. Feimann
Anthony V. Feimann
Secretary
PM MANAGEMENT SYSTEMS, INC.
404 Scott Point Drive
Salt Spring Island, BC V8K 2R2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held January 10, 2000
PM Management Systems, Inc. will hold its Annual
Meeting of Stockholders at 518 17th Street, Suite
566, Denver, Colorado, on Monday, January 10, 2000 at
11:00 AM.
We are holding this meeting:
to elect three directors to serve until the next
annual meeting;
to confirm or deny the acquisition of new
Company assets;
to change the Company name;
to increase the authorized capital of the Company
from 10,000,000 Common Shares and 1,000,000 Preferred
Shares to 100,000,000 Common Shares and 10,000,000
Preferred Shares, and
to authorize a 3-1 forward split of the Company's
issued and outstanding shares of stock.
Your Board of Directors has selected January
3rd, 2000 as the record date for determining
stockholders entitled to vote at the meeting. A list
of the stockholders on that date will be available
for inspection at the law offices of Arthur J. Frost,
4225 W. Glendale Avenue, Phoenix, Arizona, for seven
days before the meeting.
This Proxy Statement, proxy and the 1998 Annual
Report are being distributed on or about December
15th, 1999.
By Order of the Board of Directors
/S/ ANTHONY V. FEIMANN
Anthony V. Feimann, Secretary
TABLE OF CONTENTS
GENERAL INFORMATION
ELECTION OF DIRECTORS
Nominees for Election for a One-Year Term
Ending with the 2000 Annual Meeting
SPECIAL RESOLUTION TO CONFIRM ACQUISITION
OF NEW ASSETS
SPECIAL RESOLUTION TO CHANGE COMPANY'S NAME
Information Concerning the Company's Desire
to Change its Name.
SPECIAL RESOLUTION TO INCREASE AUTHORIZED
CAPITAL
Information Concerning the Companys Desire
to Increase its Capital Structure
SPECIAL RESOLUTION TO EFFECT A FORWARD SPLIT
OF THE COMPANY'S ISSUED AND OUTSTANDING SHARES.
Information Concerning the Company's Desire
to Forward-split its Issued and Outstanding
Stock.
STOCK OWNERSHIP
Beneficial Ownership of Certain
Stockholders,Directors and Officers
GENERAL INFORMATION
Q: Who is soliciting my proxy?
A: The Board of Directors of PM Management Systems,
Inc. is sending you this
Proxy Statement for use at PMs Annual Meeting of
Stockholders.
Q: Who is paying for this solicitation?
A: The Company will pay for the solicitation of
proxies. It is a responsibility of the Board of
Directors to do everything in their power to see that
you, the stockholder is fully informed on the affairs
of the Company and have every opportunity to exercise
your right(s) as a holder of shares, to vote on all
matters constituting a material change in the
Company.
Q: Why didn't I get a Proxy Statement last year?
A: The Company was dormant for the past three years.
As you can see by the enclosed 10K Annual report and
the financial statements contained therein, no
activity took place during 1996, 1997 and 1998. The
Board of Directors and several of the stockholders
came to a decision to revive the Company and to look
for a viable business opportunity into which the
Company may choose to enter. This is in an attempt
to salvage the Company and to perhaps assist in
recovering some or all of the stockholders
investment.
Q: What am I voting on?
A: The re-election of Anthony Feimann as a director
and the election of two new directors.
Confirmation of the Company's acquisition of new
"plastic sniffing", anti-landmine technology.
Changing the Company's name to RF
Technologies, Inc.
The increase of the Companys Authorized Capital
from 10,000,000 Common Shares and 1,000,000
Preferred Shares to 100,000,000 Common Shares and
10,000,00 Preferred Shares.
Q: What is this new technology all about?
A: A full description of the technology being
acquired (subject to shareholder approval) is
included as an exhibit to this Proxy Statement and
Solicitation.
Q: Why change the name of the Company?
A: The new technology acquired by the Company
utilizes ultra sophisticated radio frequency
technology to be able to detect plastic substances
buried underground. It is suggested that the
interests of all shareholders would be better
served by having the name of the Company better
reflect its main business purpose.
Q: Why is the increase in the Companys Authorized
Capital necessary?
A: Technically, this is not strictly necessary.
The Company could continue to exist and operate
without this measure being taken. The Board of
Directors is of the opinion that this change will
be beneficial should the Company find another
suitable business opportunity. The change will
give the Company much more flexibility and the
Board feels that the Annual Meeting is an
appropriate time for the stockholders to concur
with these changes or decline to make them.
Q: How will these changes affect the stockholders?
A: The proposed change will not have an adverse
affect on any stockholder. It should be made
clear that the change in capitalization is simply
a change in the authorized capital. Should an
opportunity arise for a take-over of a business
situation or for the Company to obtain additional
equity financing, the shares to do so would be
readily available.
Q: How do I vote?
A: You may vote your shares either in person or by
proxy. To vote by proxy, you should mark, date,
sign and mail the enclosed proxy in the prepaid
envelope. Giving your proxy will not affect your
right to vote your shares in person if you attend
the Annual Meeting by voting, you automatically
revoke your proxy. You may also revoke your proxy
at any time before the voting by giving the
Secretary written notice of your revocation or by
submitting a later dated proxy. If you return the
proxy without marking a voting preference, the
individuals named as proxies will vote your shares
FOR the resolutions put forth.
Q: What constitutes a quorum?
A: Voting can take place at the Annual Meeting only
if stockholders owning a majority of the voting
power of the Common Stock (that is a majority of
the total number of votes entitled to be cast) and
one-third of the total number of the shares
outstanding on the record date are present in
person or represented by effective proxies. If
you do not vote your shares will not be considered
as being present or entitled to vote for any
purpose. Directors and each of the resolutions
require an affirmative vote of holders of a
majority of the voting power present to be elected
or passed and adopted.
Q: What happens if I withhold my vote for an
individual director?
A: Withheld votes are counted as "no" votes for an
individual director.
Q: Can I vote on other matters?
A: We do not expect any other matter(s) to come
before the meeting. If any other matter is
presented at the Annual Meeting, your signed proxy
gives the individuals named as proxy authority to
vote your shares. This provision also covers
nominations from the floor at the Annual
Meeting.
ELECTION OF DIRECTORS
At the Annual Meeting, you and other
stockholders will elect three individuals to serve as
a director until the Annual Meeting held in the year
2000. One individual is currently a director of the
Company, while two others are being nominated to
serve for the first time.
Those named as proxies will vote the enclosed
proxy for the election of all nominees unless you
direct them to withhold your votes. If any nominee
becomes unable to serve as a director before the
meeting (or decides not to serve), the individuals
named as proxies may vote for a substitute. We
recommend a vote FOR each nominee.
Below are the names and ages of the directors,
the years they became directors, their principal
occupations or employment for the past five years and
certain of their other directorships.
Nominees for the Election for a one-year term ending
with the 2000 Annual Meeting
Anthony V. Feimann, age 56, has been a director
and Secretary of PM Management Systems, Inc. since
1994. 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.
Eberhard Mueller, age 63, has been involved with
mining and exploration projects for the past thirty-
five years. Born in Germany and a Canadian citizen
residing of British Columbia, Mr. Mueller has been
instrumental in financing a large number of
exploration projects using state-of-the-art
scientific techniques. Hence his interest in RF
technology. He currently serves on the Board of
Directors of Regent Ventures Ltd. and International
Chargold Resources Ltd., public companies trading on
the Canadian Venture Exchange.
Ronald T. Lambrecht, CPA, age 53, has thirty-one
years of extensive accounting, finance, real estate,
sales and management experience. Mr. Lambrechts
strong interpersonal skills with the ability to
interface with all levels of personnel is exemplified
in the success he has experienced in supervision,
design, execution and completion of several projects
in a professional and managerial environment.
Besides some twenty-nine years as a practicing CPA,
Mr. Lambrecht has many years as an executive and
consultant in the Oil and Gas business. He resides
with his family, in Somers, Montana.
SPECIAL RESOLUTION TO ENDORSE ACQUISITION OF NEW
TECHNOLOGY
The Board of Directors is recommending that the
Company acquire a unique technology that was
developed to locate buried natural gas pipelines. In
refining this procedure, it was discovered that the
process, which detects aura-like gaseous emissions
from the buried plastic, could also detect buried
anti-personnel land mines, which are primarily made
of plastic. Using both infra-red and infra green
rays to detect the presence of buried plastic, the
detection device can be miniaturized to the
approximate size of a package of cigarettes and be
produced economically enough that it could easily be
an inexpensive addition to each serviceman's standard
field equipment.
The technology was acquired from Mr. Rick Surran, of
Scottsdale, Arizona for 2,000,000 (pre-split) shares
of restricted common stock and a royalty of 4% on
gross wholesale sales.
Every stockholder should be aware that in the event
this proposed resolution is passed by a majority of
votes cast, Mr. Surran would own 49.76% of the
issued and outstanding shares of the comman stock of
the company, and would be in effective control.
The potential of both the military and civilian
application of this technology causes the Board to
recommend a FOR vote.
RESOLVED: THAT THE CONTRACT TO ACQUIRE ALL RIGHTS
AND PATENTS TO THE "PLASTIC SNIFFING" TECHNOLOGY FROM
MR. RICK SURRAN IN RETURN FOR THE ISSUANCE OF
2,000,000 PRE-SPLIT SHARES OF COMMON STOCK BE
CONFIRMED AND ENDORSED.
SPECIAL RESOLUTION TO CHANGE COMPANY'S NAME.
The anticipated acquisition of the new "plastic
sniffing" technology and the Company's inclination to
seek out related types of target acquisitions,
indicates that a change may be appropriate in the
Company's name to something relating to its business.
The directors have selected the name: RF Technology
Inc. We recommend a FOR vote on this resolution.
RESOLVED: THAT THE BOARD OF DIRECTORS BE AUTHORIZED
TO CHANGE THE NAME OF THE COMPANY TO RF TECHNOLOGY
INC.
SPECIAL RESOLUTION TO INCREASE AUTHORIZED CAPITAL
The Board of Directors, in an effort to make the
Company as flexible as possible, should a desirable
business opportunity present itself, have determined
that while the stockholders are being asked to change
the domicile of the Company, they should also be
asked to endorse a change in the capital structure.
At present, the Company is authorized to issue
10,000,000 shares of Common Stock and 1,000,000
shares of Preferred Stock, of which some 2,017,000
shares of common are outstanding. No preferred stock
is outstanding.
Anticipating that the Company will be forced to issue
a considerable amount of stock to acquire a business
or businesses, not reorganizing the capital structure
could well result in an inadequate amount of stock
being available to cover any injection of equity
capital that may be needed. For this reason the
board is asking for this change.
Stockholders should be aware that this will make no
difference in either the amount of shares owned or
the percentage of ownership each stockholder holds.
Naturally, should the Company acquire a suitable
business opportunity, or the Company be successful in
attracting a financing, or both, each stockholders
percentage of ownership would be decreased. We
recommend a vote FOR this resolution.
RESOLVED: THAT THE COMPANYS BOARD OF DIRECTORS BE
AUTHORIZED TO TAKE WHAT ACTION IS NECESSARY TO
INCREASE THE PRESENT AUTHORIZED CAPITAL OF PM
MANAGEMENT SYSTEMS, INC. TO 100,000,000 SHARES OF
COMMON STOCK AND 10,000,000 SHARES OF PREFERRED
STOCK.
SPECIAL RESOLUTION TO EFFECT A 3-1 FORWARD SPLITT IN
THE COMPANY'S ISSUED AND OUTSTANDING STOCK.
The Company's Board of Directors has determined that
it would be prudent for the Company's issued and
outstanding shares of stock should be forward split
on a 3-to-1 basis. It is the Boards feeling that the
increase, while probably resulting in a lower trading
price should the Company have its shares listed for
trading, will have the effect of increasing the
shares available in the public float and making a
more stable market for the Company's stock. We
recommend a vote FOR this resolution.
RESOLVED: THAT THE BOARD OF DIRECTORS BE AUTHORIZED
TO TAKE WHAT ACTION IS NECESSARY TO FORWARD SPLIT THE
COMPANY'S ISSUED AND OUTSTANDING SHARES ON A 3-1
BASIS.
STOCK OWNERSHIP
Beneficial Ownership of Certain Stockholders,
Directors and Officers
This table shows as of January 1, 1999 (1) the
beneficial owner of more than 5% of the common stock
and the number of shares beneficially owned; and (2)
the number of shares each director and officers owns
and all shares owned by directors and officers as a
group.
<TABLE>
<CAPTION>
Number of Percent of
Beneficially Class
Owned
<S> <C> <C>
STOCKHOLDERS
GAK Investments 145,000 7.18
Brian J. OShaughnessy 200,000 9.90
Schiltkampe Groepe, SA 280,000 13.87
Lawson, Mathias and Vanderele,Inc. 188,000 9.31
Kennedy Kerster 130,000 6.44
Inge Wallace 125,000 6.19
DIRECTORS AND OFFICERS
Anthony V. Feimann 15,000 00.75
DIRECTORS AND OFFICERS AS A GROUP 15,000 00.75
</TABLE>
Compensation of directors and officers
No director or officer has received any compensation.
BALLOT
PM MANAGEMENT SYSTEMS, INC. ANNUAL MEETING,
JANUARY 10, 2000
Note: Mark your Ballot For, Against or Abstain. Any
question left blank will be counted as a "For" vote.
ITEM 1. ELECTION OF DIRECTORS
The following are nominated to serve as a director
until the 2000 Annual Meeting:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
Eberhard Mueller ______ _______ _______
Ronald T. Lambrecht ______ _______ _______
Anthony V. Feimann ______ _______ _______
</TABLE>
ITEM 2. CONFIRMATION OF COMPANY'S ACQUISITION OF
NEW ASSETS.
RESOLVED: THAT THE CONTRACT TO ACQUIRE ALL RIGHTS
AND PATENTS TO THE "PLASTIC SNIFFING" TECHNOLOGY FROM
MR. IN RETURN FOR THE ISSUANCE OF
SHARES OF COMMON STOCK BE CONFIRMED AND ENDORSED.
FOR ________AGAINST__________ABSTAIN_______
ITEM 3. CHANGE OF COMPANY NAME.
RESOLVED: THAT THE BOARD OF DIRECTORS BE AUTHORIZED
TO CHANGE THE NAME OF THE COMPANY TO RF TECHNOLOGY
INC.
FOR ________AGAINST ________ABSTAIN ________
ITEM 4. CHANGE IN CAPITALIATION
RESOLVED: THAT THE COMPANYS BOARD OF DIRECTORS BE
AUTHORIZED TO TAKE WHAT ACTION IS NECESSARY TO
INCREASE THE PRESENT AUTHORIZED CAPITAL OF PM
MANAGEMENT SYSTEMS, INC. TO 100,000,000 SHARES OF
COMMON STOCK AND 10,000,000 SHARES OF PREFERRED
STOCK.
FOR ________AGAINST_________ABSTAIN________
ITEM 5. FORWARD SPLIT IN COMPANY'S ISSUED AND
OUTSTANDING STOCK.
RESOLVED: THAT THE BOARD OF DIRECTORS BE AUTHORIZED
TO TAKE WHAT ACTION IS NECESSARY TO FORWARD SPLIT THE
COMPANY'S ISSUED AND OUTSTANDING SHARES ON A 3-1
BASIS.
FOR ________ AGAINST _________ABSTAIN ________
PROXY
Date: ____________, 2000
The undersigned, the record owner of
______________shares of stock of PM
Management Systems, Inc. authorizes
______________________________to vote the
aforementioned shares at the January 10, 2000 Annual
Meeting of PM Management
Systems, Inc. to be held at 518 17th Street, Suite
566, Denver, CO at 11:00 AM.
My proxy is herby instructed to (please mark one of
the following):
a) ________to vote my shares as indicated on the
enclosed Ballot or
b) ________ to have the right to vote for the
election of directors and on any other matters
and on any other business that may properly
come before the meeting.
Signed:___________________________
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, 1998
Commission File No. 0-22678
PM MANAGEMENT SYSTEMS, INC.
(Formerly Known As Process Based Management,
Inc.)
COLORADO 84-1193941
(State (I.R.S. Employer
or other jurisdiction Identification
of incorporation or Number)
organization)
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, 1998:
$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
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
(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 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.
(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. The Company has generated no
revenues from the last twelve months of
operations and does not anticipate generating
revenues during its next fiscal year.
(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.
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, 1998.
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 1998. 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.
2
Results of Operations
The Company is a development stage company
that 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
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)
3
Part III
Item 9 Directors, Executive Officers,
Promoters and Control Persons;
Compliance with Section 16(a) of
the Exchange Act
<TABLE>
<CAPTION>
The Directors and Executive Officers of
the registrant are as follows:
<S> <C> <C> <C>
Name Age Position Period of
Service
Edward D. Duncan 65 President 9/94 to
and director present
1450 Pennyfarthing
Drive, Ste. 601
Vancouver, B. C.
V6J 4X8
Timothy E. Sewell 45 Director & 9/94 to
Vise- present
President
6240 Cooney Road
President
Richmond, B. C.
V6X 3J6
Anthony V. Feimann 59 Director & 9/94 to
Secretary present
1155 Melville Street,
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 65, 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.
5
Timothy E. Sewell, 45, 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 59, 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, 1998,
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, 1998, of
persons known to the Company as being the
beneficial owner of over 5% of the Companys
Common Stock.
6
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Title Name and Address of Amount and Nature Percent
Beneficial Owner Of Beneficial of Class
ownership
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
</TABLE>
<TABLE>
<CAPTION>
(b) Security Ownership of Management as of December 31,
1995
<S> <C> <C> <C>
Title Name & Address Amount & Nature Percent
of Beneficial owner of Beneficial of
Ownership Class
Common Edward D. Duncan 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%)
</TABLE>
7
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/S Edward D. Duncan
Date: February 12, 1999
Edward D. Duncan, Director and
President
By: S/S Timothy E. Sewell
Date: February 12, 1999
Timothy E. Sewell, Director and
Vice-President
By: S/S Anthony V. Feimann
Date: February 12, 1999
Anthony V. Feimann, Director
and Secretary
