PMC International Inc – ‘10-K’ for 12/31/95

As of:  Monday, 4/15/96   ·   For:  12/31/95   ·   Accession #:  765815-96-6   ·   File #:  0-14937

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Annual Report   —   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         35    172K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      5K 

10-K   —   Annual Report
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U.S. SECURITIES AND EXCHANGE COMMISSION               
WASHINGTON, DC  20549               

FORM 10-KSB               
(Mark One)                                                                      

[X]   Annual Report Under Section 13 Or 15(D) Of The Securities Exchange        
Act Of 1934 For The Fiscal Year Ended December 31, 1995             
[ ]   Transition Report Under Section 13 Or 15(D) Of The Securities Exchange    
Act Of 1934 For The Transition  Period from       to                

Commission File No. 0-14937                                                     

PMC INTERNATIONAL, INC.               
(Name of small business issuer in its charter)                

COLORADO                                             84-0627374                 
(State of Incorporation)                  (IRS Employer Identification No.)     

555 17th Street, 14th Floor, Denver, Colorado                80202              
(Address  of  Principal Executive Offices)                (Zip Code)            

Issuer's  telephone number:         (303) 292-1177                              
Securities to be registered pursuant to Section 12(b) of the Act: None          
Securities to be registered pursuant to Section 12(g) of the Act:               

Common Stock, $0.01 par value                                         
(Title of Class)                                                      

Check whether the Registrant (1) filed all reports required to be filed by      
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months    
(or for such shorter period that the registrant 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 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. [  ]                                             

The Issuer's revenues for the most recent fiscal year were                      
$9,172,479.                                                                     

The aggregate market value of the voting stock held by non-                     
affiliates of the registrant, 1,102,500 shares based upon the                   
average bid and asked prices of the Registrant's Common Stock on                
February 29, 1996, as quoted in the National Quotation Bureau was               
approximately $930,200.                                                         

As of March 31, 1996, the Registrant had 5,555,713 shares of                    
common stock issued and outstanding.                                            

Documents Incorporated by Reference:  NONE                

Transitional Small Business Disclosure Format:  Yes       No   X                

PAGE 1 OF 36 PAGES                                
EXHIBIT INDEX BEGINS ON PAGE 34                             

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FORM 10-KSB               

YEAR ENDED DECEMBER 31, 1995                

Table of Contents               

                                                                    Page

ITEM 1.   DESCRIPTION OF BUSINESS                                          3    

ITEM 2.   DESCRIPTION OF PROPERTIES                                        3    

ITEM 3.   LEGAL PROCEEDINGS                                                3    

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              3    

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER                 3    
MATTERS                                                     

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                4    
CONDITION AND RESULTS OF OPERATIONS                         

ITEM 7.   FINANCIAL STATEMENTS                                            10    

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                   10    
ON ACCOUNTING AND FINANCIAL DISCLOSURE                      

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL            10    
PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT 

ITEM 10.  EXECUTIVE COMPENSATION                                          12    

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND             15    
MANAGEMENT                                                  

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  16    

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                17    

SIGNATURES                                                                18    

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ITEM 1.  DESCRIPTION OF BUSINESS                                                

PMC International, Inc. ("PMCI" or the "Company") is a financial                
products, consulting and software company that builds investment                
management products that assist individual investors in the                     
diversification,  management and monitoring of  their  investment               
portfolios.   Through  its  wholly  owned  subsidiary   Portfolio               
Management  Consultants,  Inc.  ("PMC"),  the  Company   directly               
markets  its  institutional  services,  although  its  individual               
wealth  management  services  are distributed  through  financial               
companies such as banks and insurance companies that offer, among               
other  services,  "fee  based" asset  management.   Not  a  money               
manager  itself,  PMC's  products  utilize  and/or  support   the               
selection   of   unaffiliated  money  managers,   using   various               
investment   vehicles  ranging  from  mutual  funds  to   private               
portfolio  managers, depending upon the size, sophistication  and               
requirements of the investor.  PMC's services include  investment               
suitability  analysis, portfolio modeling and  asset  allocation,               
manager  and/or fund selection, portfolio rebalancing,  portfolio               
accounting and performance reporting.  The Company's revenues are               
primarily   derived  from  a  percentage  of  the  assets   under               
management,  and  most  software  applications  utilized  by  the               
Company have been developed internally and are proprietary.                     

The  Company's  products  and services are  designed  to  support               
financial  services companies and their retail  sales  people  in               
their efforts to market high quality, fully diversified portfolio               
management programs.  Additionally, PMCI's systems fully  support               
the  ongoing  servicing  of these clients,  providing  them  with               
comprehensive   and   detailed  reporting  and   monitoring,   at               
competitive  fees.   The Company's  products  are  structured  to               
attain increased sales productivity, higher client retention  and               
increased profit margins for the firms using its technologies and               
products.   For additional information on the Company's products,               
see  "Management's Discussion and Analysis of Financial Condition               
and Results of Operations."                                                     

Founded  in  1986 in Boulder, Colorado, PMCI and its subsidiaries               
employ  a staff of 45 occupying two floors of the Anaconda  Tower               
in downtown Denver, Colorado USA.                                               

ITEM 2.  DESCRIPTION OF PROPERTIES.                                             

The  Company  leases approximately 20,000 square feet  of  office               
space  in the Anaconda Tower at 555 17th Street, Denver, Colorado               
pursuant  to  a  lease which expires in 2001.  The  Company  pays               
approximately $20,000 per month for its office space.                           

ITEM 3.  LEGAL PROCEEDINGS.                                                     

As reported in prior filings, PMC has since April of 1994 been in               
discussions  with  the  Central  Regional  Office  of  the   U.S.               
Securities   and   Exchange   Commission   (SEC)   regarding   an               
investigation  by  that  office  of  PMC's  former  practice   of               
principal trading.  Although the matter has not yet been  settled               
with  the SEC, Management now believes it is close to reaching  a               
settlement agreement which, without admitting or denying  certain               
SEC  allegations, would allow the Company to close  this  matter.               
As  with  any  such matter, there is always the possibility  that               
settlement   discussions  could  terminate  without  the   matter               
reaching acceptable mutual resolution.                                          

PMCI,  its subsidiaries, and its Officers have no other  material               
regulatory or civil matters pending.  The Company is not  engaged               
in  any material litigation, threatened or otherwise, at the time               
of this filing.                                                                 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                   

No  matter  was submitted to the vote of security holders  during               
1995.                                                                           

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.               

Prior to February 1995, the Company's Common Stock  was traded on               
the  NASDAQ  system.  The Company's Common Stock (symbol:   PMCI)               
and  Series  A  Preferred Stock (symbol:   PMCIP)  are  currently               
traded  in  the over-the-counter market in the National Quotation               

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Bureau's  Listing,  also  known  as  the  Bulletin  Board.    The               
following  table  shows  the high and low  bid  prices  of  these               
securities for the periods indicated.                                           

Common Stock                                                                    
High Bid    Low Bid           
Fiscal 1994                                                       
First Quarter      $2.125      $0.875                             
Second Quarter     $1.625      $1.00                              
Third Quarter      $1.00       $1.00                              
Fourth Quarter     $1.00       $1.00                              

Fiscal 1995                                                       
First Quarter      $1.25       $0.6875                            
Second Quarter     $0.6875     $0.50                              
Third Quarter      $1.3125     $0.5625                            
Fourth Quarter     $1.625      $0.75                              

Series A Preferred Stock                                                        
High Bid    Low Bid           
Fiscal 1994                                                       
First Quarter      $0.625      $0.625                             
Second Quarter     $0.50       $0.50                              
Third Quarter      $0.313      $0.25                              
Fourth Quarter     $0.313      $0.25                              

Fiscal 1995                                                       
First Quarter      $0.50       $0.50                              
Second Quarter     $0.75       $0.31                              
Third Quarter      $1.50       $0.31                              
Fourth Quarter     $1.06       $0.75                              

As of February 29, 1996, the Company had approximately 375 record               
holders of its Common Stock, and 18 record holders of its  Series               
A  Preferred Stock.  On July 15, 1992 the Company paid a dividend               
to  the  holders of its Series A Preferred Stock.   The  dividend               
paid was $.1625 per preferred share for a total dividend paid  of               
approximately  $69,000.   The  Company  has  not  paid  preferred               
dividends  since  July  15, 1992 and as a result,  the  preferred               
dividends cumulated.  As of February 29, 1996 cumulated preferred               
dividends in arrears were $526,862.  No dividends may be paid  on               
Common  Stock unless dividends payable on the Series A  Preferred               
Stock  are current and the Company obtains the consent of Bedford               
Capital  Financial Corporation.  No dividends have been  paid  to               
date by the Company on its Common Stock and the Company does  not               
anticipate  declaring  a  dividend on the  Common  Stock  in  the               
foreseeable future.                                                             

ITEM  6.    MANAGEMENT'S  DISCUSSION AND  ANALYSIS  OF  FINANCIAL               
CONDITION AND RESULTS OF OPERATIONS.                                            

Selected Financial Data.                                                        

The selected financial data presented below has been derived from               
the  Company's financial statements.  This financial  information               
should  be  read  in conjunction with the consolidated  financial               
statements and notes thereto appearing elsewhere herein.                        

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Balance Sheet Data              

Year Ended December 31,           
     1995          1994         1993
Total Assets          $2,940,000    $2,580,000   $3,258,000                     
Total Liabilities     $4,856,000    $2,068,000   $1,515,000                     

Shareholders' Equity $(1,916,000)   $  512,000   $1,743,000                     

Statement of Operations Data                

Year Ended December 31,           
     1995          1994         1993
Revenues             $9,172,000    $9,281,000   $8,385,000                      
Expenses            $11,616,000   $10,511,000   $8,482,000                      

Net Income (Loss)   $(2,444,000)  $(1,230,000)    $(97,000)                     

Financial Analysis                                                              

PMC   International,  Inc.'s  (PMCI)  consolidated  revenues  are               
generated   through   its   subsidiaries   Portfolio   Management               
Consultants,  Inc. (PMC), and Portfolio Brokerage Services,  Inc.               
(PBS).  These revenues are primarily derived from fees charged to               
clients for certain investment advisory, broker-dealer, portfolio               
administration  and  reporting services  ("Investment  Management               
Fees")  which generally are collected in advance on  a  quarterly               
basis from each of its clients. PMC's Investment Management Fees                
are collected as a percentage of assets under management.  Assets               
under management  are  impacted by both the extent  to  which  PMC              
attracts  new, or loses existing clients and the appreciation  or               
depreciation  of  the  U.S. and international  equity  and  fixed               
income  markets.   In  fiscal 1996 PMCI  will  begin  recognizing               
revenues  from  sales,  customization,  and  maintenance  of  the               
software  products  developed by Portfolio  Technology  Services,               
Inc. (PTS), a wholly owned subsidiary.                                          

Investment  Management  Fees  for  the  year  1995  increased  to               
$8,632,888  from $8,556,518 in 1994.  The Company's  consolidated               
revenues  for  the same period were $9,172,479 versus  $9,280,650               
for 1994, a decline of 1.2%.  This decrease is largely the result               
of  discontinuation of principal trading activities in  April  of               
1994.   Revenues generated from principal trading  in  the  first               
quarter of that year were approximately $200,000.  The portion of               
the  Investment Management Fees paid to investment  advisers  who               
make  specific  investment  decisions on  a  discretionary  basis               
("Portfolio   Manager")   for  the  client   and   broker-dealer,               
investment  adviser  agents who service  the  client  ("Financial               
Adviser")  and  custodial fees for these  periods  accounted  for               
$5,139,613  versus $4,967,557 for 1994, representing an  increase               
of  3.5%.   PMC's lower margins were a result of several  factors               
including  1)  a shift in asset growth from higher  margin  sales               
channels  to  lower  margin channels, and 2) larger  average  new               
client   relationships  which  pay  lower  gross  fees  to   PMC.               
Management  has  taken  steps to increase its  marketing  efforts               
relative to its higher margin sales channels.  It is also  making               
adjustments  to the pricing of larger relationships  to  increase               
margins on these accounts.                                                      

In April 1994, PMCI issued a public announcement regarding an SEC               
investigation that began in late 1993.  The investigation focused               
on  the  firm's  principal trading activities.  During  1994  the               
Company  expended approximately $800,000 in legal fees and  other               
expenses in connection with this matter.  During 1995, legal fees               
relating to this matter represented an additional $260,000.   The               
Company  accrued $465,000 in 1995 as a reserve against  estimated               
settlement  expense  related to this  investigation.   Management               
believes it is close to reaching a final settlement with the  SEC               
in connection with this matter, although no assurance of any kind               
can be offered.  See "Legal Proceedings."                                       

Interest  expense,  resulting from a  bridge  loan  completed  in               
March  1995,  and  subordinated debt amounted  to  $83,000  while               
depreciation and amortization expenses totaled $171,907  for  the               
period.   Non-recurring costs relating to  the  restructuring  of               
PMCI  in July 1995, including investment banking and legal  fees,               
were  $190,000;  and  severance  costs  in  connection  with  the               
departure of Mr. Marc Geman, the Company's former Chief Executive               
Officer,  totaled $180,000.  To summarize, $255,000 went  towards               

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interest,   depreciation  and  amortization  while  approximately               
$1,000,000 went towards non-recurring expenses.                                 

Significant  changes  in  PMCI's balance  sheet,  which  impacted               
PMCI's  cash  flow  requirements, included the capitalization  of               
$419,617  in  connection with the development of  the  Allocation               
Manager(Trademark) software program and $316,176 of newly acquired              
fixed assets in connection with hardware and software requirements              
for PTS and PMC's operations department.  The   acquisition   of                
these  fixed  assets   is   expected   to significantly  lower                  
operating  costs  in  connection  with  the management  and                     
administration of the Company's managed  account products,  although            
the cost reductions are not  expected  to  be fully  realized  until            
the third quarter  of  1996.   During  the interim period, the Company          
can be expected to experience  higher than  normal expenses due                 
to the costs of installing new  systems while existing systems                  
are still necessary for operations.  Additionally, $179,955 of                  
other fixed assets and leasehold improvements was capitalized.                  

Liabilities increased substantially over the prior period.   Much               
of  the  increase  was  the  result of the  Company's  cash  flow               
difficulties.   Accrued  expenses,  not  requiring  current  cash               
payment,  totaled $794,000, including $465,000 reserved  for  the               
estimated  expense of a settlement with the SEC.   Notes  payable               
increased  by  $1,600,000 as a result of the Company's  financing               
efforts during 1995.                                                            

During  the  fourth  quarter  of  fiscal  1995,  PBS  voluntarily               
discontinued the industry-wide practice of receiving payment  for               
securities  trade order flow.  Historically, such  payments  have               
totaled approximately  $100,000 per year.                                       

Liquidity and Capital Resources                                                 

PMCI's  significant loss of $2,443,555 in  1995  was  the result of             
non-recurring expenses of approximately $1,000,000  and operating               
loss of approximately $1,400,000.  Non-recurring expenses  primarily            
include the  SEC estimated settlement accrual and related  legal fees,          
severance pay to an executive officer, and  debt  issuance costs.               

In  July  1995,  the Company borrowed $1.2 million  from  Bedford               
Capital  Financial  Corporation  ("Bedford").   The  loan   bears               
interest  at the rate of 8.5% per annum and payments of  interest               
commence  in  August 1996.  The loan is due and payable  in  July               
2000, and is secured by a first lien on all of the assets of  the               
Company.  In connection with the loan, Bedford received a Warrant               
to  purchase 1.2 million shares of the Company's Common Stock  at               
an  exercise price of $1.00 per share at any time prior  to  July               
2005,  subject  to  certain  conditions.   The  Warrant  can   be               
exercised by applying the outstanding balance of the loan to  the               
exercise price of the Warrant.  In addition, the Warrant must  be               
exercised  by  Bedford within thirty (30) days of  the  Company's               
delivery  to Bedford of audited financial statements which show the             
Company has  earned after-tax profits of at least $1,000,000 for two            
consecutive  fiscal years.  Bedford also obtained  an  option  to               
lend   an   additional  $1.8  million  to   the   Company   under               
substantially the same terms as the original loan, until July  1,               
1996,  or  until  thirty  days after a  settlement  is  finalized               
regarding   the   pending  Securities  and  Exchange   Commission               
investigation  of the Company, whichever occurs  first. In addition,            
the Company granted to  Bedford  certain other rights in connection             
with future  debt and  equity  financing.  Bedford has a right of               
first negotiation regarding  future  fundings, which includes a  30             
day  exclusive negotiation  period,  and  a  right of  first  refusal           
to  match unsolicited offers for financing, which includes a 30 day             
notice period.                                                                  

Also  as  part  of  the debt financing, Bedford received  certain               
"mirror  option"  rights.  Such rights entitle  Bedford,  at  its               
option, to purchase an equal number of shares of Common Stock, at               
the  same price, or in the case of Preferred Stock, at the  lower               
of  the exchange price or the average daily closing price for the               
Common  Stock for the preceding 30 trading days, when options  or               
warrants  are  exercised which were outstanding at the  time  the               
Bedford  transaction  was completed, or upon  the  conversion  of               
outstanding  Preferred  Stock  for  Common  Stock.   The  "mirror               
option"  rights  continue until the later of the  time  the  $1.2               
million loan is paid in full; the $1.8 million loan, if made,  is               
paid  in  full; or Bedford owns any Common Stock in the  Company.               
Bedford also obtained certain rights with respect to registration               
of  its stock.  So long as Bedford owns any Common Stock, it  has               
two  demand  registration  rights and  has  continuing  piggyback               
registration rights with respect to other Company offerings.  The               
Company would bear the expense of each registration, exclusive of               
discounts and commissions.                                                      

In  February  1995, the Company borrowed $300,000 in  conjunction               
with  a  private placement debt offering.  Investors  received  a               
promissory note and a warrant to purchase shares of the Company's               
Common  Stock  in an amount equal to the dollar amount  of  funds               
loaned to the Company.  The warrants are exercisable at $1.62 per               
share  for five years.  The promissory notes were repaid in  July               
1995.    In  addition, the Company commenced a private  placement               
debt offering whereby  $425,000 was borrowed by the Company as of               

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December 31, 1995.  Investors received a promissory note  payable               
in   December   1996,  bearing  interest  at  9%.    As   further               
consideration,  the lenders received a warrant  to  purchase  one               
share of Common Stock for each dollar borrowed, exercisable at  a               
price of $1.00 per share for a period of five years.  Several  of               
the Company's employees participated in this loan.                              

The  Company anticipates a requirement for additional capital  to               
fund losses projected for the first two or three quarters of 1996               
and  for debt service.  Management believes the balance  of  the                
Bedford  option  would largely meet the Company's  existing  cash               
flow  requirements,  although there  can  be  no  assurance  that               
Bedford  will elect to exercise its option or that the  Company's               
cash  requirements would be met if they did.   During  the  first               
four  months of 1996, Bedford made partial exercises of its  loan               
option and loaned an additional $681,000 to the Company, $440,000               
of  which  has  been  placed in reserve in  connection  with  the               
proposed  SEC  settlement.   To allow for  the  possibility  that               
Bedford  may not exercise the balance of its option or  that  the               
Company would need further funding, the Company has extended  the               
private  placement debt offering dated December 14, 1995  and  is               
currently  engaged  in  discussions with  several  other  funding               
sources.  There  can  be no assurance that internal  or  external               
sources of liquidity will be available to meet the Company's cash               
flow   requirements.   In  the  absence  of  such  funds,  PMCI's               
marketing  and  sales efforts will be hampered with  an  expected               
corresponding decrease in revenues, and an adverse impact on  the               
Company's  prospects  for profitability.   See  the  accompanying               
audited financial statements.                                                   

Company Developments:                                                           

1995  was a year of significant restructuring, growth and  change               
for  PMCI  and  its  affiliates.  Accomplishments  for  the  year               
include  1)  the  completion and release of three  new  products,               
including  Allocation  Manager,  an  asset  allocation   software               
program;  Style  Manager,  a  portfolio  rebalancing  and   money               
management   strategy;  and  Managed  Asset  Reporting   Services               
("MARS"), a performance reporting service; 2) the initiation of a               
financial  restructuring of the Company, and  3)  the  successful               
recruitment  of several key employees including Mr. David  Andrus               
as  President of PTS and Executive Vice President of PMCI and Ms.               
Carolyn  Kling  as  Senior Vice President and  Managing  Director               
responsible  for new business development at PMC.   Additionally,               
the  Company's former Chairman and Chief Executive  Officer  left               
the  firm  and PMCI's founder, Kenneth S. Phillips,  was  elected               
Chief Executive Officer, in addition to his continuing duties  as               
President.                                                                      

Product   developments  lead  the  Company's  list  of  important               
accomplishments during 1995.  These new products are intended  to               
position  PMCI  for expansion into different markets  and  market               
segments,  both  domestically  and  globally,  increasing  PMCI's               
potential  for  renewed  growth  and  profitability.   These  new               
products  seek  to  diversify  and expand  both  PMCI's  business               
opportunities and its revenue sources.  Although PMC's commitment               
to  the development of these products came at a less than perfect               
time  from  a  financial  perspective, Management  considers  the               
products   necessary   to  position  the   Company   for   future               
participation  in  the increasingly competitive global  financial               
services industry.                                                              

PMCI's  new  products advance the Company from  having  a  single               
product  line with limited applications into a Company with  four               
distinct  products,  each  with  their  own  markets  and  profit               
opportunities, serving a broader range of clientele.  The ability               
to  diversify product offerings, as well as sources  of  revenue,               
should   improve   PMCI's  prospects  in  the  years   to   come.               
Additionally,   the   newly  developed   products   are   closely               
integrated,  leveraging  existing areas  of  PMCI  expertise  and               
exploiting the economies of scale available through the Company's               
existing infrastructure.                                                        

PMCI  has  four  distinct products serving four  distinct  market               
segments.  The products are:                                                    

1.   Private  Wealth  Management  ("PWM"):   Operated  by  PMCI's               
investment  advisor subsidiary Portfolio Management  Consultants,               
Inc.  ("PMC"),  this  privately managed  "wrap-fee"  program  has               
traditionally  been  the  Company's primary  source  of  revenue.               
Together  with its institutional investment consulting  practice,               
Management believes PWM will continue as the Company's  principal               
revenue  source  for  the  next  twelve  to  twenty-four  months.               
Although  PWM  continues  to provide PMC with  growth  potential,               
Management now considers this product to be best targeted towards               
clients  with  minimum investments approaching $1 million.   This               
represents  a shift in strategy from several years ago  when  PMC               
encouraged minimum accounts of $100,000.                                        

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A  labor-intensive business with significant fixed costs, PMC has               
experienced  difficulty  achieving sustained  profitability  with               
this  product alone.  Management believes profitability  of  this               
division can and will be achieved and sustained in the near  term               
as  a result of continued asset growth and certain cost reduction               
measures.  During 1995 PMC both increased its sales and marketing               
budgets  while implementing several cost reduction strategies  in               
connection  with fixed costs.  These changes are not expected  to               
yield   visible   results   until   the   third   quarter   1996.               
Additionally,  the  Company plans to adjust  pricing  on  certain               
portions  of its business in order to increase gross  margins  on               
future  business.  Management believes that by maintaining higher               
average  sized client relationships and accounts, while directing               
smaller relationships to its new products (described below),  PWM               
will become profitable.                                                         

Wrap   fee   programs  have  grown  significantly  in  popularity               
throughout  the  U.S.  Industry reports estimate assets  in  wrap               
programs to now exceed $100 billion.  Under the terms of  a  wrap               
program, the sponsor agrees to provide the client with a  package               
of advisory, custodial and brokerage services for a single annual               
fee,  expressed  as a percentage of the assets under  management.               
Under   the  PWM  Program,  client's  receive  the  services   of               
independent money managers and an independent custodian  as  well               
as  receiving  asset allocation recommendations and comprehensive               
quarterly performance reporting from PMC.                                       

Because  PMC's  fees are based upon a percentage  of  the  assets               
under management, performance of U.S. and International stock and               
bond  markets  can affect portfolio values which in  turn  impact               
revenues  and  profitability.   U.S.  stock  market  appreciation               
during 1995, for example, contributed to asset growth that  year.               
A  severe or prolonged decline in the U.S. markets could have the               
opposite  effect.   Additionally, competition  in  the  wrap  fee               
industry   has  created  pricing  pressure,  although  Management               
believes these pressures exist more acutely with the smallest  of               
account  relationships, which are typically charged  the  highest               
fees.  PMC will continue to emphasize larger client relationships               
in its business development efforts.                                            

2.   Allocation Manager ("AM"):  AM was developed during 1994 and               
1995  by  PMCI's subsidiary, Portfolio Technology Services,  Inc.               
("PTS"),  with assistance from PMC.  Version 1.0 was released  in               
December of 1995 and Version 2.0 was released during March of  1996.            
A comprehensive PC based program, operating in Windows and  written             
in   Visual  Basic,  AM  supports  the  solicitation,  sales  and               
servicing   of  diversified  asset  allocation  programs   using,               
primarily, mutual funds.  Additional versions of AM with  further               
enhancements,  are  scheduled  for  release  during  1996.    The               
upcoming versions are expected to include, in addition to  mutual               
funds,  private  money manager products, variable annuities,  and               
other    investment   products.    A   comprehensive    portfolio               
optimization capability is also planned.                                        

Based  upon,  among other things, the substantial growth  in  the               
mutual funds industry over the last 10 years, investor trends  in               
mutual  fund  investment  and industry  expectations,  Management               
believes  PMC's existing expertise and operations provide  for  a               
smooth  integration  of  this  new program  while  expanding  and               
diversifying  the client base for the Company's  products.   That               
asset  allocation program, which assists investors in  developing               
their    investment   strategies   and   selecting    appropriate               
combinations  of mutual funds, is intended to fill  an  important               
place in the investor market place.                                             

Although it was initially projected that AM would be released  in               
September  1995,  and would contribute revenues  to  the  Company               
during  the fourth quarter, a limited release in December  and  a               
release  of Version 2.0 in the first quarter of 1996 resulted  in               
the  product  being  approximately  four  to  six  months  behind               
schedule.   The delay in completing the software was due  to  the               
complexity  of  the program and time spent developing  additional               
disclosure and compliance features.                                             

AM  is  a flexible software program built with the capability  of               
being  customized.  As a result, AM supports  a  broad  range  of               
financial  products and programs, both domestically and globally,               
and   can  be  customized  to  the  individual  requirements   of               
institutional  clients.  The software can be  used  for  non-U.S.               
applications in addition to traditional domestic asset allocation               
programs and variable annuity products.                                         

A  version  of AM, called Fund Counselor (Servicemark),  is  also               
being marketed by National Financial Correspondent Services Corp.               
("NFCS"),  the  brokerage and securities clearing  subsidiary  of               
Fidelity  Management and Research Corp. ("FMR"). Under  the  Fund               
Counselor  Program,  NFCS  will provide  brokerage  clearing  and               
custodial services, and will market the program to its more  than               
225 bank, insurance and financial planning broker/dealers.                      

Compensation  to  PTS  and PMC in connection  with  AM  and  Fund               
Counselor  is  based  upon 1) fees received  in  connection  with               
investment  advisory  services provided to institutional  clients               
pursuant  to a support services agreement, 2) software  licensing               

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and  customization  fees  for use of  the  product,  3)  software               
maintenance fees,  and 4) a percentage of the assets managed within             
the  AM product.                                                                

Substantial  financial and personnel resources were committed  to               
the  development  of AM.  Direct software development  costs,  in               
addition  to  hardware  and  software purchases  to  support  the               
program,  totaled  nearly $1,000,000 during 1995.   Additionally,               
many of PMC's full-time staff supported contract programmers with               
the  many  aspects  of  product research,  design,  planning  and               
implementation.                                                                 

3.    Managed  Asset  Reporting  Services  ("MARS"):   Management               
believes that as a result of the tremendous growth within the fee-              
based  financial advisory segment of the industry over  the  past               
ten  years,  many institutions have been seeking ways  to  improve              
their  reporting capabilities in order to provide  their  clients               
with better deliverables and "value added" services.  During 1995               
PMC   entered   into   an  agreement  with   National   Financial               
Correspondent  Services,  Inc.  (NFCS),  to  manage  their  newly               
created  performance  reporting  service  called  MAPS  Tool  Box               
("MAPS").   MAPS  provides NFCS's correspondents with  access  to               
high  quality,  quarterly performance reports and tax  lot,  cost               
basis,  fully  accrued  account  statements.   This  service   is               
targeted  at high net worth clients managed by financial planners               
and   financial  consultants  who  use  the  securities  clearing               
services of NFCS.                                                               

When PMC's reporting services are offered through NFCS, they  are               
marketed  within  the  MAPS structure.   When  the  reporting  is               
offered  directly  by  PMC to non-NFCS clients,  the  service  is               
called  MARS.   Through year end 1995 there were several  hundred               
accounts  utilizing  either MAPS or MARS, and  Management,  based               
upon industry interest in the product, anticipates healthy growth               
in the product.  Primarily a "data-processing" type business (PMC               
does  not  act as an investment advisor in connection  with  this               
product),  MARS  and MAPS are expected to begin  contributing  to               
PMCI  earnings during the first quarter of 1996 and could make  a               
significant  contribution by year end 1997.   No  material  costs               
were incurred in developing MARS and MAPS.                                      

4.   Style  Manager Asset Management Products:  During  1994  and               
1995  PMC  began  committing resources to  researching  different               
methods of portfolio rebalancing.  As a result of this work,  the               
Company  developed a family of asset management products marketed               
under  the  name  Style Manager, which recommend  strategies  for               
periodic  portfolio rebalancing.  Currently, three Style  Manager               
versions  have  been  developed:  Large Style Manager,  Fiduciary               
Style  Manager,  and  Style Manager 1.  These  products  seek  to               
enhance  investment  performance through  the  rotation  of  U.S.               
equity styles, i.e. growth and value companies and large, mid and               
small  capitalization companies.  Recommended  shifts  in  equity               
allocations  are  designed  to  move  assets  away  from   under-               
performing  sectors into those likely to perform best.   Although               
Style Manager recommends shifts within the US equity markets,  it               
does  not  recommend shifts between macro asset classes  such  as               
stocks, bonds and cash.                                                         

The  Style  Manager  products are being  marketed  in  two  ways.               
First,  Fiduciary  Style Manager is offered  as  one  of  several               
rebalancing  options  within the Allocation Manager  (AM)  mutual               
fund  program.  Clients using AM can, at their option,  elect  to               
have  their  portfolios periodically rebalanced pursuant  to  the               
Fiduciary Style Manager recommendations.  Secondly, PMC has begun               
exposing  and  marketing Large Style Manager and Fiduciary  Style               
Manager  to the institutional investment industry which  includes               
retirement   trusts,   endowments   and   foundations.    Minimum               
institutional  accounts are anticipated to  be  approximately  $5               
million.                                                                        

Although senior members of PMC's quantitative research group have               
worked  on this project since 1994, no additional material  costs               
have  been  incurred  and  management  of  this  product  can  be               
effectuated within PMCI's existing infrastructure.                              

Other Matters.                                                                  

The  Company's  business  falls entirely  within  the  securities               
industry,  an  industry which is heavily regulated  by  both  the               
federal  and  state governments.  The Company has no  ability  to               
prevent  and  only limited ability to foresee regulatory  changes               
which could adversely affect its business.  As an example, in the               
event   the  federal  government  imposes  a  tax  on  securities               
transactions,  as  has been proposed from time  to  time  by  the               
executive  branch of the federal government, the  increased  cost               
associated therewith could have a direct and substantial  adverse               
effect  on  the  business of the Company.   In  addition,  as  an               
investment  adviser, the Company's subsidiary  is  subject  to  a               
variety  of  different  state  regulations.   Consequently,   the               
Company could become subject to restrictions or sanctions from  a               
number of state regulatory agencies.  It is impossible to predict               
the  direction future regulations will take or the effect of such               

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regulations on the Company's business.  Changes in the  law,  new               
regulation or the interpretations of existing law could  have  an               
adverse effect on the Company's business.                                       

While  the  Company believes that it is in substantial compliance               
with  all laws, regulations and licensing requirements applicable               
to  it, there can be no assurance that the Company will remain in               
substantial  compliance  with  all  such  laws,  regulations  and               
licensing requirements in the future, or that a failure to remain               
in substantial compliance will not have a material adverse effect               
on  the  financial  condition or results  of  operations  of  the               
Company.                                                                        

Most  of the Company's gross revenues are generated by fees  from               
the  Company's  Private  Wealth  Management  investment  advisory               
programs.   The  programs are provided both by the Company  under               
its  own  name  and marketed through solicitor arrangements  with               
other   registered  investment  advisors,  and   through   banks,               
insurance  companies,  and financial planning  firms  under  such               
companies'   "private  label".   The  Company's   private   label               
relationships  with  Chase  Manhattan Investment  Services,  Inc.               
(CMIS)  and Israel Discount Bank accounted for approximately  22%               
and  10%,  respectively, of the Company's gross  revenues  during               
1995.   The  Company has been advised that CMIS is  restructuring               
its  business,  which  restructuring could  potentially  adversely              
affect  the  gross revenues derived from that relationship.   The               
Company's  solicitor relationship with Royal Alliance Associates,               
Inc.  accounted  for  approximately 10% of  the  Company's  gross               
revenues during 1995.  While the Company has no reason to believe               
these  relationships will not continue, there is no assurance  of               
that  and  the  loss  or impairment of these relationships  would               
adversely affect the business of the Company                                    

ITEM 7.  FINANCIAL STATEMENTS.                                                  

See the financial statements attached to this report.                           

ITEM  8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON               
ACCOUNTING AND FINANCIAL DISCLOSURE.                                            

None.                                                                           

ITEM  9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS  AND  CONTROL               
PERSONS, COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT                     

The  following  sets  forth  certain information  concerning  the               
Company's executive officers and directors.                                     

                        Position(s)                Date First Elected as
Name                Age     With the Company           a Director or Officer    

Kenneth S. Phillips 44      Director, President        September, 1993          
Chief Executive Officer 

David L. Andrus     42      Director,                  September, 1995          
Executive Vice President
President, PTS          

Vali Nasr           42      Treasurer,                 September, 1993          
Chief Financial Officer 
President, PBS          

Carolyn Kling       49      Senior Vice President, PMC       May, 1995          

J.W. Nevil Thomas   57      Chairman of Board of Directors  July, 1995          

William Atkinson    64      Director                        July, 1995          

Porter Bibb         59      Director                   September, 1995          

The  directors  of the Company serve in such capacity  until  the               
next annual meeting of the Company's shareholders and until their               
successors  have been duly elected and qualified.  The  executive               
officers  of the Company serve at the discretion of the Board  of               

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Directors.  No family relationship exists between or among any of               
the officers and directors named above.                                         

Kenneth S. Phillips.  Mr. Phillips founded PMC in 1985 and serves               
as  the  President  of  PMCI  and  PMC.   He  was  a  co-founding               
participant in the Wilshire Cooperative in 1986 (associated  with               
the  institutional  consulting  firm  Wilshire  Associates).   He               
served  as  the  Chairman of the Publications  Committee  of  The               
Investment  Management Consultants Association ("IMCA")  in  1994               
and 1995.  IMCA is the investment consulting industry's principal               
trade  organization  with  more than  1000  members  representing               
virtually  all  the  major  national,  regional  and  independent               
consulting  firms.  Additionally, Mr. Phillips has been  a  guest               
speaker  for the International Association of Financial  Planners               
("IAFP"),  the  Investment Management Institute ("IMI")  and  the               
Institute  for  International  Research  ("IIR").   Mr.  Phillips               
received  his  education at Colorado State University  and  holds               
numerous NASD license designations.                                             

David L. Andrus.  Mr. Andrus joined PMCI in September 1995, as  a               
Director.   Effective  November 1, 1995, he became  an  Executive               
Vice   President  of  the  Company  and  President  of  Portfolio               
Technology  Services,  Inc. (PTS), the Company's  technology  and               
software  applications development subsidiary.   For  the  twelve               
years  prior to joining PMCI, Mr. Andrus was Chairman of Netwise,               
Inc.,  an  international software firm that featured  distributed               
processing  products for local area networks.  At Netwise,  Inc.,               
Mr.  Andrus  established the general technical direction  of  the               
firm,   emphasizing   long-term  strategy  and   future   product               
development.  Prior to his tenure with Netwise, Mr. Andrus served               
as  Director  of  Systems Architecture for the  Advanced  Systems               
Group  at Burroughs Corporation where he was responsible for  the               
design   of   a  distributed  processing  system  consisting   of               
integrated voice and data, distributed databases, printer servers               
and  communication servers on high-speed fiber optic  LANs.   Mr.               
Andrus  also served as Manager of the Advanced Development  Group               
at  NBI,  Inc. where he was responsible for systems and  software               
development  and testing.  Mr. Andrus holds a B.S. in  Electrical               
Engineering from the University of Colorado.                                    

Vali Nasr.  Mr. Nasr is PMCI's Chief Financial Officer, Financial               
Principal,   Treasurer  and  President  of  Portfolio   Brokerage               
Services Inc. (PBS).  Prior to joining the Company, Mr. Nasr  was               
Vice President of Finance for a large ($150 million sales) retail               
broker/dealer.   Prior to holding this position for  four  years,               
Mr.  Nasr  spent four years as Vice President of Accounting  with               
Sutro  & Company, Inc. in San Francisco.  Prior to joining Sutro,               
Mr.  Nasr  spent  four years with Charles Schwab and  Company  as               
Accounting Manager.  Mr. Nasr began his career with Merrill Lynch               
in   their  operations  department.   He  received  his  B.A.  in               
Accounting  from the University of California, Berkeley  and  his               
M.B.A. in Finance from Golden Gate University.                                  

Carolyn E. Kling.  Ms. Kling joined PMC in May 1995, as a  Senior               
Vice President and Managing Director to direct the Company's  new               
business  development,  sales and marketing  efforts.   Prior  to               
joining PMC, Ms. Kling was President of the Financial Institution               
Division of Transamerica Fund Management Company, where she spent               
four years developing their bank distribution channels.  Prior to               
that position, Ms. Kling spent two years as Senior Vice President               
of the Financial Institutions Division for Putnam Companies where               
her  duties  included  the  initial  development  of  their  bank               
distribution  channels.  Before joining Putnam,  she  was  Senior               
Vice   President  and  National  Sales  Manager  for  Continental               
Equities,  a  subsidiary of Continental Insurance Corporation  of               
New  York.   Ms.  Kling  holds a B.A. in  Foreign  Languages  and               
Business  Administration  from The University  of  The  Americas,               
Mexico  City  and  engaged in graduate  studies  in  Finance  and               
Economics at The University of Colorado.                                        

J.W. Nevil Thomas.  Mr. Thomas has been a Director of the Company               
since  July 1995.  Since 1970 Mr. Thomas has served as  President               
of  Nevcorp,  Inc., a financial and management consulting  firm..               
In  addition,  Mr.  Thomas  is  a  Director  of  Bedford  Capital               
Financial  Corporation  ("Bedford") and is  Chairman  of  Bedford               
Capital  Corporation,  a subsidiary of Bedford,  whose  principal               
business is merchant banking.  In addition to being a Director of               
the  Company,  Mr. Thomas is a Director of Simcoe Erie  Investors               
Limited,  Reliable Life Insurance Company, Pet Valu Inc.,  French               
Fragrances, Inc., Old Republic Insurance and several other private              
Canadian  and  American companies.  Mr. Thomas holds  a  M.A.  in               
Economics  from  Queens University and is a  Certified  Financial               
Analyst.                                                                        

William  Atkinson.   Mr.  Atkinson has been  a  Director  of  the               
Company since July 1995.  Mr. Atkinson is currently Vice Chairman               
of  Bedford  Capital Corporation, a subsidiary of Bedford,  whose               
principal  business is merchant banking.  From 1967  until  1992,               
Mr. Atkinson was employed by The Oshawa Group Limited (Oshawa), a               
Canadian corporation, which is a diversified food wholesaler  and               
retailer.   Prior to his retirement in 1992, Mr. Atkinson  served               
as  President  of  Pharma Plus Drugmart, Ltd.,  a  subsidiary  of               

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Oshawa, whose primary business is retail drugstores, and as Group               
Vice President and Director of Oshawa.                                          

Porter  Bibb.   Porter Bibb became a Director of the  Company  in               
September  1995.   Mr.  Bibb is a Principal  and  Co-Director  of               
Corporate  Finance  of  Ladenburg,  Thalmann  &  Co.,  Inc.,   an               
investment banking firm.  Prior to joining Ladenburg in 1984, Mr.               
Bibb  was  a Managing Director of Bankers Trust Company, involved               
in the start-up of their investment banking operations.  Prior to               
that  time, he was Director of Corporate Development for the  New               
York  Times.   Mr.  Bibb  has a B.A. in  History,  Economics  and               
Political  Science from Yale University and engaged  in  graduate               
studies  at  New York University, London School of Economics  and               
Harvard Business School.                                                        

The  Company believes that during fiscal year 1995, the following               
officers, directors or 10% holders of its Common Stock filed late               
reports,  failed  to report transactions on  a  timely  basis  or               
failed to file a form required under Section 16 of the Securities               
Exchange Act of 1934, as amended:                                               

David L. Andrus - late filing of two required reports                 
Porter Bibb - late filing of one required report                      
Carolyn Kling  - late filing of one required report                   
Phillips & Andrus, LLC - late filing of one required report           

Item 10.  EXECUTIVE COMPENSATION                                                

The   following   table  provides  certain  summary   information               
concerning  compensation paid by the Company and its subsidiaries               
to  the  Company's Chief Executive Officer and to each  executive               
officer  whose salary and bonus exceeded $100,000 in  the  fiscal               
years      ended     December     31,     1994     and      1995.               

                             Other                       All
                              Annual                     Other
* Name and                            Compensa-     Options     Compensa-       
Principal       Fiscal    Salary        tion        Granted       tion          
Position         Year      (1)           (3)           (5)         (7)          

Kenneth S.       1995    $228,124       $8,396                                  
Phillips                                                                        
President,       1994    $241,774       $8,047                                  
Chief Executive                                                                 
Officer                                                                         

Marc N. Geman    1995    $126,558       $4,626                    $180,000      
Chief                                                                           
Executive        1994    $241,774       $8,520                                  
Officer                                                                         

Vali Nasr        1995    $126,475                                               
Chief                                                                           
Financial        1994    $128,262                                               
Officer & Treasurer                                                             

Carolyn E.                                                                      
Kling            1995    $102,184                                               
Senior Vice      1994                                                           
President                                                                       

J. Gibson                                                                       
Watson, III      1995    $175,000                                               
Vice             1994    $149,872                   165,000          $4,839     
President of                                                                    
Client Services                                                                 

(1)   The  dollar  value  of  base  salary  (cash  and  non-cash)               
received.                                                                   

(2)  The dollar value of bonus (cash and non-cash) received.                    
*Column omitted from table.                                           

(3)   Any  other annual compensation not properly categorized  as               
salary  or  bonus,  including perquisites  and  other  personal             
benefits,   automobile  allowances,  life  insurance  payments,             
securities  or property.  In the case of Mr. Phillips  and  Mr.             
Geman,  the  amount  in  the  table  represents  an  automobile             
allowance.                                                                  

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(4)   During the period covered by the Table, no shares of restricted           
stock were issued as compensation for services.  As of December             
31,  1995, the shares of the Company's restricted Common  Stock             
owned  by the officers named in the table (excluding underlying             
options/warrants held), and the value on that date (based  upon             
the Company's closing bid price) were:                                      

Name                    Shares                     Value        

Kenneth S. Phillips     3,054,267                $2,290,700     
Marc N. Geman                 -0-                       -0-     
Vali Nasr                  70,497                   $52,873     
Carolyn Kling                 -0-                       -0-     
Gib Watson                  4,839                    $3,629     

All shares of restricted stock are entitled to share in any       
dividends paid by the Company.                                    
*Column omitted from table.                                       

(5)   The shares of Common Stock to be received upon the exercise               
of  all stock options granted during the period covered by  the             
Table.                                                                      

(6)   "LTIP"  is an abbreviation for "Long-Term Incentive  Plan."               
An LTIP is any plan that is intended to serve as an incentive for           
performance to occur over a period longer than one fiscal year.             
Amounts  reported  in this column represent  payments  received             
during the applicable fiscal year by the named officer pursuant             
to an LTIP.                                                                 
*Column omitted from table.                                                 

(7)   All other compensation received that the Company could  not               
properly report in any other column of the Table including annual           
Company contributions or other allocations to vested and unvested           
defined contribution plans, and the dollar value of any insurance           
premiums paid by, or on behalf of, the Company with respect  to             
term  life  insurance  for the benefit of the  named  executive             
officer,  and  the  full dollar value of the remainder  of  the             
premiums paid by, or on behalf of, the Company.  Under terms of             
an agreement with the Company, Mr. Geman is entitled to severance           
payments totaling $180,000.                                                 

Long Term Incentive Plans - Awards in Last Fiscal Year                          

None.                                                                           

Employee Pension, Profit Sharing or Other Retirement Plans                      

During  1995, the Board of Directors approved issuance of  15,212               
shares  of  common  stock  of PMCI to  match  participants'  1994               
contributions up to 6% of salary as provided for by the Plan.                   

Compensation of Directors                                                       

Standard Arrangements.  During 1995, the Company did not pay  its               
directors  for  attending board meetings.  Outside directors  are               
entitled to receive a $5,000 annual retainer and fees of $500 per               
Board Meeting attended.                                                         

Stock Option Plans                                                              

The  Company  has a Stock Option Plan.  A summary description  of               
the Plan follows.                                                               

Stock  Option Plan.  The Plan authorizes the issuance  of  up  to               
500,000  shares  of the Company's Common Stock  to  persons  that               
exercise  options  granted pursuant to the  Plan.   Only  Company               
employees  may  be granted options pursuant to the  Stock  Option               
Plan.   The Stock Option Plan was intended as an Incentive  Stock               
Option  Plan,  however shareholder approval of the Plan  was  not               
sought  or  obtained  within  one  year  of  Board  adoption  and               
consequently   options  granted  thereunder  will   not   receive               
incentive  stock  option treatment.  The Board  of  Directors  is               
currently  considering  the termination  of  the  existing  Stock               
Option  Plan  and the adoption of a 1996 Incentive  Stock  Option               
Plan,  which is expected to provide for the issuance of Incentive               
Stock   Options  and  Non-qualified  Stock  Options  to  eligible               
employees, directors, officers, consultants and advisors  to  the               
Company.   There is no assurance that the existing Plan  will  be               
terminated and a new plan adopted.                                              

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Options  granted  pursuant to the Plan not  previously  exercised               
terminate upon the first to occur of the following dates.                       

(a)   The  expiration of three months after the date  on      
which  an  option holder's employment by the Company  is      
terminated (except if such termination is due  to  death      
or permanent and total disability);                           

(b)   The  expiration of 12 months  after  the  date  on      
which  an  option holder's employment by the Company  is      
terminated,   if  such  termination  is   due   to   the      
Employee's permanent and total disability;                    

(c)   In the event of an option holder's death while  in      
the   employ   of   the  Company,   his   executors   or      
administrators   may  exercise,  within   three   months      
following  the date of his death, the option as  to  any      
of the shares not previously exercised;                       

(d)  The expiration of the option.                            

The  total  fair  market  value of the  shares  of  Common  Stock               
(determined at the time of the grant of the option) for which any               
employee  may  be granted options which are first exercisable  in               
any calendar year may not exceed $100,000.                                      

Options may not be exercised until one year following the date of               
grant.  Options granted to an employee then owning more than  10%               
of  the Common Stock of the Company may not be exercisable by its               
terms  after five years from the date of grant.  Any other option               
granted pursuant to the Plan may not be exercisable by its  terms               
after ten years from the date of grant.                                         

The purchase price per share of Common Stock purchasable under an               
option is determined by the Committee administering the Plan, but               
cannot be less than the fair market value of the Common Stock  on               
the  date of the grant of the option (or 110% of the fair  market               
value  in  the  case  of a person owning more  than  10%  of  the               
Company's outstanding shares).                                                  

During  1995, the Board of Directors granted a total  of  150,000               
options under the Plan.                                                         

Other  Information Regarding the Plan.  The Plan is  administered               
by  a  Compensation Committee ("the Committee"), each  member  of               
which is a director of the Company.  The members of the Committee               
were selected by the Company's Board of Directors and  serve  for               
a  one-year  tenure and until their successors  are  elected.   A               
member  of the Committee may be removed at any time by action  of               
the  Board  of Directors.  Any vacancies which may occur  on  the               
Committee  will  be  filled  by  the  Board  of  Directors.   The               
Committee   is  vested  with  the  authority  to  interpret   the               
provisions of the Plans and supervise the administration  of  the               
Plans.   In addition, the Committee is empowered to select  those               
persons  to  whom  options are to be granted,  to  determine  the               
number  of  shares  subject to each grant of  an  option  and  to               
determine  when, and upon what conditions, options granted  under               
the  Plan  will  vest or otherwise be subject to  forfeiture  and               
cancellation.                                                                   

In  the  discretion of the Committee, any option granted pursuant               
to  the Plan may include installment exercise terms such that the               
option  becomes  fully  exercisable in  a  series  of  cumulating               
portions.  The Committee may also accelerate the date upon  which               
any  option  (or  any part of any options) is first  exercisable.               
Any options granted pursuant to the Plan will be forfeited if the               
"vesting" schedule established by the Committee administering the               
Plan  at  the  time of the grant is not met.  For  this  purpose,               
vesting means the period during which the employee must remain an               
employee of the Company.  At the time an employee ceases  working               
for  the  Company, any options not fully vested will be forfeited               
and canceled.  At the discretion of the Committee payment for the               
shares of Common Stock underlying options may be paid through the               
delivery  of  shares  of  the Company's Common  Stock  having  an               
aggregate  fair market value equal to the option price,  provided               
such shares have been owned by the option holder for at least one               
year prior to such exercise.  A combination of cash and shares of               
Common  Stock  may  also be permitted at the  discretion  of  the               
Committee.   Options are generally non-transferable  except  upon               
death of the option holder.                                                     

The  Board of Directors of the Company may at any time, and  from               
time to time, amend, terminate, or suspend the Plan in any manner               
it  deems  appropriate, provided that such amendment, termination               
or  suspension  will not adversely affect rights  or  obligations               
with  respect  to  options  previously  granted.   The  Board  of               
Directors  may  not,  without  shareholder  approval:   make  any               

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amendment   which   would  materially  modify   the   eligibility               
requirements for the Plan; increase or decrease the total  number               
of  shares  of Common Stock which may be issued pursuant  to  the               
Plan  except  in the case of a reclassification of the  Company's               
capital stock or a consolidation or merger of the Company; reduce               
the  minimum  option  price  per share;  extend  the  period  for               
granting  options; or materially increase in any  other  way  the               
benefits accruing to employees who are eligible to participate in               
the Plan.                                                                       

Any  options  granted  under  the Plan  must  be  granted  before               
December  31,  2003.   The  Plan is not qualified  under  Section               
401(a)  of  the Internal Revenue Code, nor is it subject  to  any               
provisions  of  the Employee Retirement Income  Security  Act  of               
1974.                                                                           

ITEM  11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND               
MANAGEMENT.                                                                     

The  following  table sets forth, as of February  29,  1996,  the               
number  of  and percentage of outstanding shares of Common  Stock               
owned  by  each  officer  and director of  the  Company,  by  all               
officers and directors as a group, and by each person owning five               
percent  or  more of the Company's Common Stock.  The  beneficial               
owners  listed have sole voting and investment power with respect               
to the shares they own except as specifically noted.                            

Name and Address           Number of Shares    Percent of Class (1)             

Kenneth S. Phillips           3,054,267 (2)            54.98                    
555 Seventeenth Street                                                          
14th Floor                                                                      
Denver, CO  80202                                                               

David L. Andrus                 336,768 (3)             5.98                    
555 Seventeenth Street                                                          
14th Floor                                                                      
Denver, CO  80202                                                               

J.W. Nevil Thomas                     0 (4)                0                    
Scotia Plaza, Suite 4712                                                        
40 King Street West                                                             
Toronto, Ontario   M5H 3Y2                                                      

William L. Atkinson              98,537                 1.77                    
190 Robert Speck Parkway,                                                       
Suite 122                                                                       
Mississauga, Ontario   L4Z 3K3                                                  

Porter Bibb                           0 (5)                0                    
540 Madison Avenue                                                              
New York, NY  10022                                                             

Carolyn Kling                         0 (6)                0                    
555 Seventeenth Street                                                          
14th Floor                                                                      
Denver, CO  80202                                                               

Vali Nasr                        70,497                 1.27                    
555 Seventeenth Street                                                          
14th Floor                                                                      
Denver, CO  80202                                                               

Bedford Capital Financial     4,335,000 (7)            50.67                    
Corporation                                                                     
2nd Floor                                                                       
Charlotte Hs.                                                                   
Shirly Street                                                                   

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Box N964                                                                        
Nassau, Bahamas                                                                 

Phillips & Andrus, LLC        1,643,845 (8)           29.59                     
555 Seventeenth Street                                                          
14th Floor                                                                      
Denver, CO  80202                                                               

All Officers and Directors    3,298,301 (9)           58.58 (10)                
as a group (7 persons)                                                          

(1)  The  calculation  of the percentage share ownership  of  the               
persons named in this table does not give effect to (i) shares        
which may be issued upon the exercise of rights, options and          
warrants previously issued by the Company (except as expressly        
stated otherwise), and (ii) any shares which may be issued by the     
Company in the future.                                                

(2)  Includes  1,643,845 shares owned by Phillips &  Andrus,  LLC               
("P&A"), a Colorado limited liability company, of which  Mr.          
Phillips is the managing member and has the controlling ownership     
interest.                                                             

(3)  Includes  75,000  shares  underlying  presently  exercisable               
options.  Includes 261,768 shares owned by P&A and included in        
the beneficial ownership of Mr. Phillips, over which Mr. Andrus       
may  obtain  beneficial ownership pursuant  to  a  presently          
exercisable option to acquire a 40% interest in P&A.  Does not        
include  100,000 shares underlying  warrants which  are  not          
presently exercisable.                                                

(4)  Does  not  include shares owned by Bedford Capital Financial               
Corporation, ("Bedford") of which Mr. Thomas is a director and a      
5.77% shareholder.                                                    

(5)  Does not include 144,117 shares underlying options granted                 
to Ladenburg, Thalmann & Co., Inc., of which Mr. Bibb is a            
managing director, which are not presently exercisable.               

(6)  Does  not include 250,000 shares underlying options/warrants               
which are not presently exercisable.                                  

(7)  Includes  1,441,169 shares underlying presently  exercisable               
warrants.  Includes 1,558,831 shares underlying a warrant which       
Bedford may obtain pursuant to a presently exercisable option to      
loan funds to the Company.  Includes 335,000 shares owned by P&A      
and included in the beneficial ownership of Mr. Phillips, which       
Bedford may acquire pursuant to a presently exercisable option.       
Does not include shares which may be issuable to Bedford by the       
Company  pursuant to certain "mirror option"  rights.   See,          
"Management's Discussion and Analysis of Financial Condition and      
Results of Operations."                                               

(8)  All shares have been included in the beneficial ownership of               
Mr. Phillips; 261,768 shares have been included in the beneficial     
ownership of Mr. Andrus; and 335,000 shares have been included in     
the beneficial ownership of Bedford.                                  

(9)  Shares  owned  by  P&A  and  attributable  to  both  Messrs.               
Phillips and Andrus are included only once.                           

(10) Based upon total shares outstanding of 5,555,713 plus shares               
underlying presently exercisable options in the amount of 75,000.     

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                       

The Company entered into an agreement with Ladenburg, Thalmann  &               
Co.  Inc., investment bankers, in January 1995, pursuant to which               
Ladenburg  would  assist  the  Company   in  financing   efforts.               
Ladenburg  was  involved  in  the  Company's   transactions  with               
Bedford.  Mr. Porter Bibb, a principal of Ladenburg, was named to               
the Company's Board of Directors in September 1995.                             

In July 1995, the Company borrowed $1.2 million from Bedford.  As               
a  result  of  this  transaction and a  simultaneous  transaction               
wherein Bedford purchased 1 million shares of outstanding  Common               
Stock  of  the  Company from a former principal of  the  Company,               
Bedford  became  a greater than 10% shareholder of  the  Company,               
with  the  right  to acquire in excess of 50%  of  the  Company's               
stock.   Mr.  J.W.  Nevil Thomas and Mr. William  L.  Atkinson,                 
affiliates of Bedford, were appointed to the Company's  Board  of               
Directors  in  connection  with  that  transaction.   See   also,               
"Management's Discussion and Analysis of Financial Condition  and               
Results of Operations".                                                         

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Also  in July 1995, the Company's Chief Executive Officer  and  a               
director,   Marc  Geman,  resigned.   In  connection   with   his               
resignation, Mr. Geman is entitled to severance payments totaling               
$180,000,  due in monthly payments of $15,000.  The Company  also               
entered  into an Indemnification Agreement with Mr. Geman whereby               
PMCI  agreed  to hold him harmless, in an amount  not  to  exceed               
$100,000,  for  expenses incurred in defense of the  pending  SEC               
investigation.                                                                  

In  connection with the Company's ongoing private placement (see,               
"Management's Discussion and Analysis of Financial Condition  and               
Results  of  Operations"),  David L. Andrus  and  Carolyn  Kling,               
insiders  of  the  Company, participated in  the  offering.   Mr.               
Andrus  purchased $100,000 of subordinated debt  and  received  a               
promissory note and warrants to purchase 100,000 shares of Common               
Stock  and Ms. Kling purchased $50,000 of subordinated  debt  and               
received a promissory note and warrants to purchase 50,000 shares               
of   Common  Stock.   In  addition,  certain  employees  of   PMC               
participated in the offering, purchasing a total of  $112,500  of               
subordinated  debt  and receiving warrants  to  purchase  112,500               
shares of Common Stock.  The related parties all participated  in               
the offering on the same terms as all other investors.                          

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.                                     

(a)  Exhibits.                                                        

Exhibit                                                     Exhibit No.         
No.                        Description                      Page No.        

(3)     3.1  Articles of Incorporation, as amended            [a]           
3.2  Bylaws                                           [b]   

(4)     Instruments  Defining  the  Rights  of   Security                   
Holders, Including Indentures                               
4.1  Specimen Copy of Common Stock                    [c]   
4.2  Specimen Copy of Series A Preferred Stock        [d]   
4.3  Statement of Series Shares                       [c]   
4.4  Form of Option for Purchase of Common Stock      [a]   

(10)    Material Contracts                                                  
10.1 Investment Agreement with Bedford                [e]   

(16)    Letter re Change in Certifying Accountant             [f]           

(21)    Subsidiaries of the Registrant                        [g]           

(99)    Additional Exhibits                                   N/A           

___________________________________                                             
(a)   Filed under cover of a Report on Form 10-KSB on October 13,               
1993, and incorporated herein by reference.                         

(b)   Filed with Registration Statement on Form S-4 on August  6,               
1990, as amended, and incorporated herein by reference.             

(c)   Filed  with Registration Statement on Form S-1 on  November               
15, 1990, and incorporated herein by reference.                     

(d)   Filed  with Registration Statement on Form S-1, as amended,               
on December 10, 1990, and incorporated herein by reference.         

(e)   Filed  under  cover of a Report on Form 8-K on  August  11,               
1995, and incorporated herein by reference.                         

(f)  Filed under cover of a Report on Form 8-K on January 19,                   
1995, and incorporated herein by reference.                           

(g)  Filed under cover a Report on Form 10-KSB on April 13, 1995,               
and incorporated herein by reference.                                 

___________________________________                                             

(b)  The Company did not file any reports on Form 8-K during          
the quarter ended December 31, 1995.                                  

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SIGNATURES                                                                      

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the               
Securities  Exchange Act of 1934, the registrant has duly  caused               
this  report  to  be  signed on its behalf  by  the  undersigned,               
thereunto duly authorized.                                                      

             PMC   INTERNATIONAL, INC.

               By: /s/ Kenneth S. Phillips
               Kenneth S. Phillips
                              President, Chief Executive Officer

     By: /s/ Vali Nasr
                           Vali Nasr, Treasurer, Principal
                            Financial and Accounting Officer

         Date:  April 12, 1996

In accordance with the requirements of the Securities and Exchange Act of       
1934, this report has been signed below by the following persons on behalf      
of the Registrant and in the capacities and on the dates indicated.             

Signature                  Title                        Date        

/s/ Kenneth S. Phillips        President, Chief             April 12, 1996      
Kenneth S. Phillips            Executive Officer                                

/s/ David L. Andrus            Director                     April 12, 1996      
David L. Andrus                                                                 

/s/ J.W. Nevil Thomas          Director                     April 12, 1996      
J.W. Nevil Thomas                                                               

/s/ William L. Atkinson        Director                     April 15, 1996      
William L. Atkinson                                                             

__________________________     Director                     April -, 1996       
Porter Bibb                                                                     

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PMC INTERNATIONAL, INC.                 
AND SUBSIDIARIES                

CONTENTS                

Financial statements for the years ended                                        
December 31, 1995 and 1994                                                

Independent Auditors' Report                             F-2          

Consolidated Balance Sheets                              F-3          

Consolidated Statements of Operations                    F-4          

Consolidated Statements of Changes in Shareholders'                   
Equity (Deficit)                                     F-5      

Consolidated Statements of Cash Flows              F-6 - F-7          

Notes to Consolidated Financial Statements        F-8 - F-15          

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INDEPENDENT AUDITORS' REPORT                

To the Shareholders                                                             
PMC International, Inc.                                                         

We  have audited the accompanying consolidated balance sheets  of               
PMC  International, Inc. and its subsidiaries (the "Company")  as               
of  December  31,  1995  and 1994, and the  related  consolidated               
statements  of  operations, shareholders' equity  (deficit),  and               
cash  flows for the years then ended.  These financial statements               
are   the  responsibility  of  the  Company's  management.    Our               
responsibility  is  to  express an  opinion  on  these  financial               
statements based on our audits.                                                 

We  conducted  our  audits in accordance with generally  accepted               
auditing  standards.  Those standards require that  we  plan  and               
perform  the audits to obtain reasonable assurance about  whether               
the  financial statements are free of material misstatement.   An               
audit  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.  We believe  that               
our audits provide a reasonable basis for our opinion.                          

In  our  opinion,  the consolidated financial statements  present               
fairly, in all material respects, the financial position  of  the               
Company  at  December 31, 1995 and 1994, and the results  of  its               
operations  and  its  cash flows for the  years  then  ended,  in               
conformity with generally accepted accounting principles.                       

The accompanying financial statements have been prepared assuming               
that  the Company will continue as a going concern.  As discussed               
in  Note  8 to the financial statements, the Company has suffered               
significant  losses  from operations and has  a  working  capital               
deficiency  that  raise substantial doubt about  its  ability  to               
continue  as  a going concern.  The financial statements  do  not               
include  any  adjustments that might result from the  outcome  of               
this uncertainty.                                                               

                            SPICER, JEFFRIES & CO.
Denver, Colorado                                                                
April 12, 1996                                                                  

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PMC INTERNATIONAL, INC.                 
AND SUBSIDIARIES                

CONSOLIDATED BALANCE  SHEETS                
DECEMBER 31, 1995 AND 1994                

           ASSETS                              1995         1994

CASH                                               $313,885     $139,918        

RECEIVABLES:                                                                    
Investment management fees                          39,733       71,818       
Other receivables                                   63,210       85,406       

SECURED DEMAND NOTE (Note 1)                           -         225,000        

FURNITURE  AND  EQUIPMENT, at  cost,  net  of                                   
accumulated depreciation of $355,231 and $206,664   688,233      340,669        

SOFTWARE DEVELOPMENT COSTS (Note 1)                 419,617         -           

PREPAID EXPENSES AND OTHER ASSETS                   220,605      230,114        

LONG TERM NOTE RECEIVABLE (Note 3)                  897,167    1,166,181        

GOODWILL (net of amortization of $52,513 and                                    
$29,173)                                            297,487      320,827        
                                          _________    _________
                                         $2,939,937   $2,579,933

LIABILITIES AND SHAREHOLDERS' EQUITY                                    

LIABILITIES:                                                                    
Accounts payable                                $1,442,694     $712,857       
Accrued expenses                                   707,897      604,092       
Other liabilities (Note 8)                         571,389      106,990       
Deferred revenue                                   411,347      374,001       
Notes payable (Note 7)                           1,647,470       45,000       
Obligations under capital leases (Note 8)           75,490          -         
Liabilities subordinated to claims of general                                 
creditors (Note 2)                                   -        225,000     
                                         __________     ________

TOTAL  LIABILITIES                         $4,856,287   $2,067,940  

COMMITMENTS AND CONTINGENCIES (Note 8)                                          

SHAREHOLDERS' EQUITY (DEFICIT) (Note 4):                                        
Preferred stock - no par value - authorized                               
5,000,000 shares; issued and outstanding,                                 
349,017                                         $872,543      $872,543    

Common  stock, $.01 par value - authorized,                               
50,000,000 shares, issued and outstanding,                                
5,555,713 and 5,540,501 shares                   276,716       276,564    

Additional paid-in capital                     3,652,749     3,637,689    
Deficit                                       (6,718,358)   (4,274,803    
                                          __________   ___________

TOTAL  SHAREHOLDERS' EQUITY (DEFICIT)     $(1,916,350)     $511,993 
                                          __________   ___________
                                          $2,939,937    $2,579,933

See accompanying notes to financial statements.                           

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   PMC INTERNATIONAL, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS 
  DECEMBER 31, 1995 AND 1994

REVENUE:                                         1995         1994              
Investment management fees (Note 1)         $8,632,888    $8,556,518          
Trading income                                  94,948       287,583          
Other income                                   444,643       436,559          
                                   _________    __________

Total revenue                          $9,172,479    $9,280,650     

EXPENSES:                                                                       
Investment manager and other fees            5,139,613     4,967,557          
Salaries and benefits                        2,524,936     2,348,819          
Clearing charges and user fees                 766,515       681,328          
Advertising and promotion                      629,476       559,723          
General and administrative                     743,901       728,329          
Office supplies and expenses                   174,100       163,964          
Occupancy and equipment costs                  630,833       418,252          
Professional fees                              541,660       643,261          
Settlement expense                             465,000          -             
                                  __________   ___________

Total expenses                        $11,616,034   $10,511,233     
                                 ___________   ___________

NET LOSS                                    $(2,443,555)  $(1,230,583)          

NET LOSS PER COMMON SHARE (Note 1)          $      (.46)  $      (.24)          
                                 ___________   ___________

WEIGHTED AVERAGE  NUMBER OF SHARES                                              
OUTSTANDING (Note 1)                        5,546,522     5,538,649         

See accompanying notes to financial statements.                                 

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   PMC INTERNATIONAL, INC.
    AND SUBSIDIARIES

      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
  DECEMBER 31, 1995 AND 1994

                                                                       Total
                            Additional                           Shareholders'
           Common Stock      Paid-In    Preferred Stock               Equity
          Shares  Amount     Capital    Shares   Amount   Deficit  (Deficit)

BALANCES,                                                                       
December 31,                                                                    
1993      5,535,314 $276,512 $3,587,866 368,967 $922,418 $(3,044,220) $1,742,576

Conversion                                                                      
of preferred                                                                    
stock         5,187       52     49,823 (19,950) (49,875)      -          -     

Net loss        -          -        -      -        -     (1,230,583)(1,230,583)
         _________ ________ __________ ________ ________ __________ __________

BALANCES,                                                                       
December 31,                                                                    
1994      5,540,501  276,564  3,637,689  349,017 872,543  (4,274,803)   511,993 

Issuance of                                                                     
stock to                                                                        
401k plan    15,212      152     15,060     -       -          -         15,212 

Net loss        -          -        -       -       -     (2,443,555 (2,443,555)

         _________  _______  __________ _______ ________ __________ __________

BALANCES,                                                                       
December 31,                                                                    
1995      5,555,713 $276,716 $3,652,749 349,017 $872,543$(6,718,358)$(1,916,350)

See accompanying notes to financial statements.                                 

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PMC INTERNATIONAL, INC.                 
AND SUBSIDIARIES                

CONSOLIDATED STATEMENTS OF CASH FLOWS                 
DECEMBER 31, 1995 AND 1994                
INCREASE (DECREASE) IN CASH                 

                                                   1995         1994
CASH FLOWS FROM OPERATING ACTIVITIES:                                           
Net loss                                         $(2,443,555) $(1,230,583)    
Adjustments to reconcile net loss                                             
to net cash used in operating activities:                                     
Depreciation and amortization                     171,907       97,133  
Accretion of discount on note receivable          (69,053)     (67,821) 
Stock issued as compensation under 401k plan       15,212          -    
Changes in operating assets and liabilities:                            
Investment management fees receivable              32,085      130,616  
Other receivables                                  22,196       55,430  
Prepaid expenses and other assets                   9,509       53,306  
Accrued expenses                                  103,805      194,132  
Accounts payable                                  729,837      307,945  
Other liabilities                                 464,399          344  
Deferred revenue                                   37,346       50,022  
                                           ____________  ___________

   Net cash used in operating activities        (926,312)    (409,476)
                                           ____________  ___________

CASH FLOWS FROM INVESTING ACTIVITIES:                                           
Purchase of furniture, equipment, and                                       
software development                             (825,549)    (198,479) 
Reduction of long-term note receivable              338,067      287,966    
Reduction of secured demand note                    225,000       52,463    
                                           ____________  ___________

Net  cash  provided  by  (used  in)                               
 investing activities                          (262,482)     141,950
                                           ____________  ___________

CASH FLOWS FROM FINANCING ACTIVITIES:                                           
Proceeds from notes payable                       1,925,000        -        
Principal payments on notes payable                (322,530)       -        
Principal payments on obligations                                           
under capital lease                               (14,709)       -      
Principal payments on subordinated note payable    (225,000)       -        
                                           ____________  ___________

Net cash provided by financing activities     1,362,761        -    
                                           ____________  ___________

NET INCREASE (DECREASE) IN CASH                       173,967     (267,526)     

CASH, at beginning of year                            139,918      407,444      
                                           ____________  ___________

CASH, at end of year                                 $313,885     $139,918      
                                           ============  ===========

SUPPLEMENTAL DISCLOSURE OF CASH                                                 
FLOW INFORMATION:                                                               
Cash paid for interest                              $96,969      $28,441    
                                           ============  ===========

See accompanying notes to financial statements.                                 

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PMC INTERNATIONAL, INC.                 
AND SUBSIDIARIES                

CONSOLIDATED STATEMENTS OF CASH FLOW                
DECEMBER 31, 1995 AND 1994                
INCREASE (DECREASE) IN CASH                 
(Continued)                 

                                                      1995          1994

NONCASH INVESTING AND FINANCING ACTIVITIES:                                     
Purchase  of  equipment via  capital  lease                                 
obligation                                            $90,199      $    -   
                                                    ========     =========

See accompanying notes to financial statements.                                 

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PMC INTERNATIONAL, INC.           
AND SUBSIDIARIES          

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
YEARS ENDED DECEMBER 31, 1995 AND 1994          

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING                      
POLICIES                                                        

Organization                                                                    

On  September  23,  1993,  the  shareholders of  Schield  Management  Company   
("Schield") approved an exchange of common stock of Schield for  all  of  the   
outstanding  common stock of Portfolio Management Consultants,  Inc.  ("PMC")   
and  a  name  change from Schield to PMC International, Inc.  ("PMCI").   The   
stock  exchange was completed on  September 30, 1993 and as a result of  this   
transaction,  PMC is a wholly owned subsidiary of PMCI.  The  stock  exchange   
between  Schield  and  PMC  has been considered  a  reverse  acquisition  and   
accounted  for  under  the  purchase method  of  accounting.   Under  reverse   
acquisition  accounting, PMC was considered the acquiror for  accounting  and   
financial  reporting  purposes,  and acquired  the  assets  and  assumed  the   
liabilities of Schield.  The Schield assets acquired and liabilities  assumed   
were  recorded at their fair values.  The cost of the acquisition of  Schield   
of  $1,741,018  was  based  on  the  NASDAQ  publicly  traded  price  of  the   
outstanding   Schield  common  stock  prior  to  the  announcement   of   the   
transaction.  The excess of the cost of the acquisition over the  fair  value   
of the assets acquired and liabilities assumed was recorded as goodwill.        

PMC  was  organized  in  1986  and its principal  business  activity  is  the   
administration of private and institutional managed account programs with its   
customers  located substantially in the United States.  Its services  include   
investment  suitability analysis, portfolio modeling  and  asset  allocation,   
money  manager  selection,  portfolio accounting and  performance  reporting.   
PMC's  revenues are primarily derived from a percentage of the  assets  under   
management.  Assets under management are impacted by both the extent to which   
PMC  attracts  new,  or  loses  existing  clients  and  the  appreciation  or   
depreciation  of the U.S. and international equity and fixed income  markets.   
Assets  of  customers of two unrelated organizations constitute approximately   
42% and 9% of the total customer assets in PMC's managed account programs  as   
of  December 31, 1995.  PMC is registered as an investment advisor under  the   
Investment Advisors Act of 1940.                                                

In  June,  1994,  Portfolio Brokerage Services, Inc. ("PBS)  was  capitalized   
through  a  series of transactions with PMCI and PMC, whereby  PBS  became  a   
wholly  owned subsidiary of PMCI by issuing 1,000 shares of its common  stock   
in  exchange  for  certain  assets  and liabilities  with  a  book  value  of   
$1,532,332.  PBS is engaged in business as a securities broker-dealer.  As  a   
broker-dealer  it executes security transactions for PMC's privately  managed   
account programs, on behalf of its customers through the customer's custodian   
bank on a delivery vs. payment basis.                                           

PTS  was  organized in June, 1994 but had no operations until 1995.  PTS  was   
formed  for  the purpose of developing proprietary software for  use  in  the   
financial services industry.                                                    

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PMC INTERNATIONAL, INC.           
AND SUBSIDIARIES          

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
YEARS ENDED DECEMBER 31, 1995 AND 1994          
(Continued)           

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING                     
POLICIES (continued)                                          

The  accompanying  consolidated financial statements include  the  historical   
accounts of PMC for all periods and the accounts of PMCI since September  30,   
1993,  PBS  and Portfolio Technology Services, Inc.  ("PTS") since inception.   
All   intercompany  accounts  and  transactions  have  been   eliminated   in   
consolidation.                                                                  

Significant Accounting Policies                                                 

Revenue  from  investment management services is recorded  as  such  revenues   
accrue under the terms of the related investment management contracts.          

Securities transactions and related commission income are recorded on a trade   
date  basis.   In  the  normal course of business, PBS  executes,  as  agent,   
transactions  on  behalf  of customers.  If the agency  transactions  do  not   
settle  because of failure to perform by either the customer or the  counter-   
party, PBS may be obligated to discharge the obligation of the non-performing   
party  and, as a result, may incur a loss if the market value of the security   
is different from the contract amount of the transactions.                      

The majority of costs incurred to establish the technological feasibility  of   
the   Company's  software products intended to be sold or otherwise  marketed   
were borne by unrelated individuals prior to the products being introduced to   
the  Company.   The Company incurred approximately $50,000  in  research  and   
development   costs   after  receiving  the  products  from   the   unrelated   
individuals.  These costs have been included in the statement of  operations.   
All  subsequent costs incurred after technological feasibility  was  achieved   
were  capitalized  and will be amortized when the product  is  available  for   
general release.                                                                

The  Company  provides  for depreciation of furniture and  equipment  on  the   
straight line and declining balance methods based on estimated lives of three   
to seven years.                                                                 

Cash  and  cash  equivalents  for purposes of the  statement  of  cash  flows   
includes highly liquid investments with a maturity of three months or less at   
date of acquisition.                                                            

Net loss per share of common stock is based on the weighted average number of   
shares of common stock outstanding, giving affect to the reverse stock  split   
discussed  in  Note  4  and  preferred dividend requirements.   Common  stock   
equivalents are not included in the weighted average calculation since  their   
effect would be anti-dillutive.                                                 

Goodwill is amortized using the straight line method over 15 years.             

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PMC INTERNATIONAL, INC.           
AND SUBSIDIARIES          

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
YEARS ENDED DECEMBER 31, 1995 AND 1994          
(Continued)           

NOTE 2 - LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS                

At  December 31, 1994, the borrowings under a 9-1/2% subordination  agreement   
were pursuant to a secured demand note collateral agreement due November  30,   
1995.   The subordinated borrowings were covered by an agreement approved  by   
the  National Association of Securities Dealers, Inc. and were thus available   
in  computing  net  capital  under the Securities and  Exchange  Commission's   
uniform net capital rule.  Such borrowings could not be repaid to the  extent   
that  such  borrowings  were  required for PBS's  continued  compliance  with   
minimum net capital requirements.  The agreement required PBS to make monthly   
payments of interest.  In July 1995, this subordination agreement was repaid.   

NOTE 3 - LONG TERM NOTE RECEIVABLE                                              

In  connection with the Schield reverse acquisition, the Company  acquired  a   
long  term  note  receivable related to the sale of Schield's  market  timing   
operations  to  an entity controlled by a founder of Schield.   The  note  is   
payable  in  monthly  installments  of $32,000,  including  interest  through   
August,  1998.   The  note was recorded at its estimated  fair  value  as  of   
September 30, 1993.  The discount from the face amount of the note receivable   
is  accreted to interest income over the life of the note using the  interest   
method.   The  principal  balance of the note as  of  December  31,  1995  is   
$1,028,452 compared to its carrying amount of $897,167.                         

NOTE 4 - SHAREHOLDERS' EQUITY                                                   

Reverse Stock Split                                                             

All  shares  and  per share amounts in the accompanying financial  statements   
have  been restated to give effect to a one for five reverse stock  split  of   
the Company's common stock which was effective November 12, 1993.               

Preferred Stock                                                                 

Holders  of preferred stock are entitled to receive dividends at  a  rate  of   
$0.325  per  share per annum (equal to 13% of the purchase  price  per  share   
attributable to the preferred stock).  Dividends are payable semi-annually on   
January 15 and July 15 in each year.  Dividends accrue from the date  of  the   
preferred stock issuance and are cumulative.  Upon liquidation or dissolution   
of  the Company, holders of preferred stock are entitled to a preference over   
the  holders  of  common stock in an amount per share equal to  the  original   
purchase  price  attributed to a share of preferred stock  ($2.50)  plus  all   
unpaid  cumulative  dividends.  The preferred stock is non-participating  and   
the holders of preferred stock have no preemptive rights and no voting rights   
except as may be required by Colorado law.  At the option of the Company, the   
preferred stock may be redeemed in whole, or in part, at a price of $2.75 per   
share,  plus  unpaid  cumulative dividends.  Redemption  can  only  occur  if   
certain conditions regarding the bid prices of the Company's common stock and   
the Company's after-tax earnings are met.  As of                                

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PMC INTERNATIONAL, INC.           
AND SUBSIDIARIES          

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
YEARS ENDED DECEMBER 31, 1995 AND 1994          
(Continued)           

NOTE 4 - SHAREHOLDERS' EQUITY (continued)                                       

January 15, 1996, cumulative dividends in arrears totalled $526,862.            

Stock Options and Warrants                                                      

During  1994, the Company adopted a Stock Option Plan.  Under this plan,  the   
Company may grant stock options to officers and employees.  The Stock  Option   
Plan  was  intended  as an Incentive Stock Option Plan,  however  shareholder   
approval  of  the Plan was not sought or obtained within one  year  of  Board   
adoption  and  consequently  options  granted  thereunder  will  not  receive   
incentive  stock  option treatment.  Outside of this plan,  the  Company  has   
granted  options  to  officers,  employees, shareholders  and  certain  other   
individuals and entities which would allow them to purchase common  stock  of   
the  Company.   In  addition  common  stock  warrants  have  been  issued  in   
connection  with  certain private offerings of debt.  At December  31,  1995,   
options  and  warrants  to  purchase common  stock  at  various  prices  were   
outstanding with expiration as follows:                                         

Expiration                                   Exercise                 
Date              Options      Warrants       Price                   

January, 96           1,000      -          $ 1.375                   
April, 96           100,000      -            3.750                   
July, Sept. 96       39,000      -            3.100                   
Nov. 96, Jan. 97     20,000      -            2.500                   
June, 97, Oct. 97    50,500      -            2.500                   
February, 98         52,000      -            3.100                   
February, 98        150,000      -            1.300                   
December, 98          -         300,000       1.620                   
September, 99       300,000      -            1.370                   
December, 98        215,500      -            1.375                   
December, 2000        -         425,000       1.000                   
May, 2005            10,000                    .844                   
July, 2005            -        1,200,000      1.000                   
________   ___________          

938,000    1,925,000          
========   ===========          

At  December 31, 1995 there were also 200,000 options granted but  not  issued  
under   an   employment  agreement,  subject  to  performance   and   vesting   
requirements,  exercisable at $1.00.  In addition,  the  shareholder  with  a   
$1,200,000   note  payable referred to in note 7, has an  option  to acquire    
1,800,000 warrants exercisable at $1.00.                                        

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PMC INTERNATIONAL, INC.           
AND SUBSIDIARIES          

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
YEARS ENDED DECEMBER 31, 1995 AND 1994          
(Continued)           

NOTE 5 - INCOME TAXES                                                           

The  Company  has an unused net operating loss carryforward of  approximately   
$3,000,000  for  income  tax purposes, $1,200,000 expiring  in  2009  and  the  
remainder expiring in 2010.  This net operating loss carryforward may  result   
in  future income tax benefits; however, because realization is uncertain  at   
this  time,  a  valuation reserve in the same amount  has  been  established.   
Temporary  differences arise from the deduction of certain  accrued  expenses   
for  financial  statement purposes and not for income tax reporting  purposes   
and the recording of depreciation.                                              

NOTE 6 - REGULATORY REQUIREMENTS                                                

PBS  is  subject  to  the  Securities and Exchange Commission's  Uniform  Net   
Capital  Rule  (Rule 15c3-1), which requires the maintenance of  minimum  net   
capital.   At  December  31,  1995,  PBS had  net  capital  and  net  capital   
requirements  of  $219,860  and $100,000, respectively.   The  Company's  net   
capital  ratio  (aggregate  indebtedness  to  net  capital)  was  .29  to  1.   
According to Rule 15c3-1, PBS's net capital ratio shall not exceed 15  to  1.   
On  a  consolidated  basis,  as a result of the requirement,  net  assets  of   
$120,000 are unavailable for any purpose other than meeting PBS's net capital   
requirements at December 31, 1995.                                              

NOTE 7 - NOTES PAYABLE                                                          

Notes payable consist of the following:                                         
                                                   1995               1994

8-1/2% note payable to shareholder, due  July      $1,200,000        $   -      
26, 2000 interest payable  monthly beginning                                    
August  10,  1996, principal and all accrued                                    
and  unpaid  interest is due at maturity, secured                               
by all assets  of PMCI and its subsidiaries (except                             
PBS which security interest  is  only to its                                    
outstanding  common stock owned by PMCI).                                       

11.5%   note   payable   to   shareholder(s),                                   
unsecured,  due  August 1, 1998,  payable  in                                   
monthly   installments  of   $832   including                                   
interest.                                              22,470           45,000  

9%  notes  payable to employees and unrelated                                   
individuals, due December 29, 1996, principal                                   
and  interest  payable on or before  maturity                                   
date,  secured  by a second lien  on  Company                                   
assets.                                               425,000             -     
                                               _____________      __________
                                                 $1,647,470          $45,000
                                               =============      ==========

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PMC INTERNATIONAL, INC.           
AND SUBSIDIARIES          

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
YEARS ENDED DECEMBER 31, 1995 AND 1994          
(Continued)           

NOTE 7 - NOTES PAYABLE (continued)                                              

The  above $1,200,000 shareholder note payable is related to a financing  and   
stock purchase agreement which encompasses a series of transactions, none  of   
which are considered binding until certain criteria are met.  The shareholder   
acquired  1,000,000  shares  of  the Company's  common  stock  in  a  private   
transaction  with another individual and loaned the Company  $1,200,000.   In   
connection with this loan, a warrant to purchase 1,200,000 shares  of  common   
stock  (see note 4) was also received.  In addition, the shareholder obtained   
an  option  to lend the Company an additional $1,800,000 and received  option   
rights  similar to the initial loan.  In December, 1995 the Company  accepted   
an  offer  from this shareholder to partially exercise its $1,800,000  option   
above,  in the amount of $440,000 to fund the expected settlement costs  with   
the  Securities and Exchange Commission as mentioned in note 8.   In  January   
1996  the  shareholder partially exercised its $1,800,000  option  above  and   
loaned  the  Company  $241,000, and received a warrant  to  purchase  241,000   
shares of common stock at $1.00 per share.                                      

On December 14, 1995 the Company commenced a private offering of units.  Each   
unit  consists  of a convertible promissory note with a principal  amount  of   
$1,000  and a warrant to purchase 1,000 shares of common stock.  Each warrant   
entitles  the  holder to purchase one share of common stock at  a  per  share   
price  equal to the greater of $1.00 or the market price on the initial         
closing date  of the offering (see note 4).  As of December 31, 1995, 425       
units  were sold pursuant to this offering.                                     

Maturities of notes payable are as follows:                                     

Year ending                                         
December 31,                                        
1996                          $431,003              
1997                             8,535              
1998                             7,932              
1999                             -                  
2000                         1,200,000              
              __________

              $1,647,470
              ==========

During  March,  1995,  through a private offering, PMCI  issued  $300,000  of   
convertible  promissory notes bearing 15% interest per  annum.   These  notes   
were repaid in July 1995.                                                       

NOTE 8 - COMMITMENTS AND CONTINGENCIES                                          

The Company has leases for office space and equipment under various operating   
and  capital  leases.   Included in furniture and  equipment  is  $90,119  of   
equipment   under  capital  leases  at  December  31,  1995  and  accumulated   
depreciation  relating  to  these leases of  $6,588.   Future  minimum  lease   
payments under noncancelable leases as of December 31, 1995 are as follows:     

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PMC INTERNATIONAL, INC.           
AND SUBSIDIARIES          

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
YEARS ENDED DECEMBER 31, 1995 AND 1994          
(Continued)           

NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)                              

                             Principal
Year ending                                          due                        
December 31,               Operating   Capital   Capital Lease                  

1996                       $374,419  $ 40,206   $ 28,883                      
1997                        343,847    35,605     27,271                      
1998                        351,672    24,752     19,336                      
1999                        298,658     -          -                          
2000                        293,567     -          -                          
Thereafter                   24,000     -          -                          
     _________  _________  _________

   $1,686,163   100,563   $ 75,490
    ==========             =========

Less amount                                                                   
representing interest                  25,073                                 
     _________
Present value of net                                                          
minimum lease payments               $ 75,490                                 
     =========

The  Company  also leases certain equipment from a shareholder  and  a  prior   
shareholder  on a month-to-month basis.  During the year ended  December  31,   
1995,  PMC  paid $6,117 under this lease.  Total rent expense for  facilities   
and  equipment for the years ended December 31, 1995 and 1994,  was  $410,263   
and $301,964, respectively.                                                     

PMC  is  under a formal order of private investigation by the Securities  and   
Exchange  Commission  relating to certain aspects  of  PMC's  practices  with   
respect  to  the  purchase and sale of securities for its customer  accounts.   
PMC  discontinued  this practice in April, 1994 and has submitted  a  written   
statement  to  the  staff  of  the Commission.   The  Company  has  submitted   
settlement  proposals  to  the  Commission,  without  admitting  or   denying   
liability, on behalf of PMC under a plan which PMC would disgorge its trading   
profits realized from principal trading together with prejudgment interest in   
the  amount  of $465,000.  This amount has been included in other liabilities   
in  the  accompanying financial statements.  At the present time,  management   
and  its  legal  counsel  are unable to determine if  the  proposal  will  be   
accepted by the Commission, or what action, if any, the Commission will  take   
in regards to this matter.  Therefore the $465,000 is only an estimate of the   
settlement  amount; the actual settlement amount could be in  excess  of  the   
amount  recorded in the accompanying financial statements.  In addition,  the   
Company  has agreed to indemnify a prior officer and shareholder for expenses   
incurred in his defense of this investigation.                                  

The Company is involved in certain litigation arising in the normal course of   
business,  which  is in the preliminary or early stages.   Management,  after   
review  and  discussion with counsel, believes the resolution of the  matters   
will not have a material effect on the Company.                                 

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PMC INTERNATIONAL, INC.           
AND SUBSIDIARIES          

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
YEARS ENDED DECEMBER 31, 1995 AND 1994          
(Concluded)           

The  Company has suffered significant losses from operations and  has  a        
working  capital  deficiency  of  approximately  $2,800,000  that  raise        
substantial doubt about its ability to continue as a going concern.  The        
financial  statements  do not include any adjustments  relating  to  the        
recovery and classification of recorded asset amounts or the amount  and        
classification of liabilities that might be necessary should the Company        
discontinue operations.                                                         

NOTE 9 -  EMPLOYEE BENEFIT PLAN                                                 

Salary deferral "401(k)" plan                                                   

The plan allows employees, who have completed one year of employment and        
at  least 1,000 hours service, to defer up to 15% of their salary.   The        
Company  intends to match employee contributions by an amount determined        
annually by the board of directors.  Only contributions up to the  first        
6%  of  an  employee's salary  will be considered  for  the  match.   On        
February  15,  1995 PMCI's Board of Directors approved the  issuance  of        
15,212  shares of PMCI common stock (valued at the market price  at  the        
date of grant of $1.00 per share) to match participant's contributions          
for the year ended December 31, 1994.                                           

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FORM 10-KSB EXHIBITS        

PMC International, Inc.       
555 Seventeenth Street        
14th Floor        
Denver, CO  80202       

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Exhibits                                                                        

Number         Exhibit                        Page Number                       

(3)   3.1 Articles of          Incorporated by reference to the               
Incorporation, as        Company's Report on Form 10-KSB filed on 
amended                  October 13, 1994                         

3.2 Bylaws               Incorporated by reference to the         
                        Company's Registration Statement on Form
                        S-4, as amended, filed on August 6, 1990

(4)   Instruments Defining                                                    
the Rights of Security                                            
Holders, Including                                                
Indentures                                                        

4.1 Specimen Copy of     Incorporated by reference to the         
Common Stock             Company's Statement on Form S-1 filed on 
 November 15, 1990

4.2 Specimen Copy of     Incorporated by reference to the         
Series A                 Company's Registration Statement on Form 
              S-1 filed on November 15, 1990

4.3 Statement of Series  Incorporated by reference to the         
Shares                   Company's Registration Statement on Form 
              S-1 filed on November 15, 1990

4.4 Form of Option for   Incorporated by reference to the         
Purchase of Common       Company's Report on Form 10-KSB filed on 
Stock                    October 13, 1993                         

(10)  Material Contracts                                                      

10.1 Investment          Incorporated by reference to the         
Agreement with Bedford   Company's Report on Form 8-K filed       
August 11, 1995 

(16)  Letter re Change in      Incorporated by reference to the               
Certifying Accountant    Company's Report on Form 8-K filed on    
January 19, 1995

(21)  Subsidiaries of the      Incorporated by reference to the               
Registrant               Company's Report on Form 10-KSB filed    
April 13, 1995  

(99)  Additional Exhibits      Not applicable                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		12/31/03		15
		8/1/98		30
		12/31/96		31					10KSB,  10KSB/A,  PRE 14A
		12/29/96		30
		8/10/96		30
		7/1/96		6
Filed on:		4/15/96		18
		4/12/96		18		20
		3/31/96		1					10QSB,  NT 10-Q
		2/29/96		1		15
		1/15/96		29
For Period End:		12/31/95		1		33			NT 10-K
		12/14/95		7		31
		11/30/95		28
		11/1/95		11
		8/11/95		17		35			8-K
		4/13/95		17		35
		2/15/95		33
		1/19/95		17		35
		12/31/94		12		33
		10/13/94		35
		11/12/93		28
		10/13/93		17		35
		9/30/93		26		28
		9/23/93		26
		7/15/92		4
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