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