**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

X__Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
period ended June 30, 2002.

___Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from ______ to ______.

**PACIFIC CMA, INC.******

(Exact name of registrant as specified in its charter)

|Colorado                                       | 0-27653                  | 84-1475073                          
|---------------------------------------------- | ------------------------ | ------------------------------------
|(State or other jurisdiction of
incorporation) | (Commission File
Number) | (IRS Employer Identification
Number)

|4750 Table Mesa Drive

Boulder, CO       | 80301     
|---------------------------------------- | ----------
|(Address of principal executive offices) | (Zip Code)

Registrant's telephone number, including area code:  (303) 494-3000

Check whether the issuer (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 ....

Applicable only to issuers involved in bankruptcy proceedings during the past five years.

Check whether the issuer has filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a
court.  Yes .....  No .....

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date:  At June 30, 2002, there were 23,174,550 shares outstanding.

Transitional Small Business Disclosure Format (Check one):  Yes .....     No ..X..

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  The unaudited financial statements of registrant for the six  months ended June 30, 2002,
follow.  The financial statements reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the interim period presented.









|INDEX TO FINANCIAL STATEMENTS:                       | 
|---------------------------------------------------- | 
|                                                     | 
|Condensed Consolidated  Balance Sheets               | 
|Condensed Consolidated Statements of Operations      | 
|Condensed Consolidated Statements of Cash Flows      | 
|Notes to Condensed Consolidated Financial Statements | 



**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED BALANCE SHEETS)**



|                                   | **(Unaudited)**        |      |                   
|---------------------------------- | ---------------------- | ---- | ------------------
|                                   | **June 30,**

**2002** |      | December 31,

2001
|                                   | **US$**                |      | US$               
|**ASSETS**                         |                        |      |                   
|                                   |                        |      |                   
|Current assets                     |                        |      |                   
|Cash and cash equivalents          | **2,596,672**          |      | 2,263,507         
|Fixed deposits                     | **29,040**             |      | 28,861            
|Trade receivables                  | **4,454,720**          |      | 3,217,839         
|Deposits, prepayments and other    | **1,182,293**          |      | 414,476           
|Loan receivable                    | **457,692**            |      | 435,385           
|Tax refundable                     | **-**                  |      | 24,453            
|                                   |                        |      |                   
|**Total current assets**           | **8,720,417**          |      | 6,384,521         
|                                   |                        |      |                   
|Property, plant and equipment, net | **334,649**            |      | 305,679           
|Goodwill                           | **4,396,193**          |      | 4,605             
|Deferred taxes                     | **524,613**            |      | 12,815            
|                                   |                        |      |                   
|**Total assets**                   | ******13,975,872**     | **** | ******6,707,620** 

See notes to condensed consolidated financial statements.





**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED BALANCE SHEETS)**

|                                                                 | **(Unaudited)**        |      |                   
|---------------------------------------------------------------- | ---------------------- | ---- | ------------------
|                                                                 | **June 30,**

**2002** |      | December 31,

2001
|                                                                 | **US$**                |      | US$               
|**LIABILIITES AND STOCKHOLDERS'
EQUITY**                         |                        |      |                   
|                                                                 |                        |      |                   
|Current liabilities                                              |                        |      |                   
|Bank overdrafts                                                  | **836,999**            |      | -                 
|Trade payables                                                   | **6,213,326**          |      | 2,683,250         
|Accrued charges and other creditors                              | **361,840**            |      | 182,880           
|Due to a director                                                | **631,121**            |      | 3,675             
|Obligations under hire purchase contracts

- current portion     | ****17,736             |      | 33,548            
|Debt maturing within one year                                    | **343,570**            |      | 232,667           
|Tax payable                                                      | **5,521**              |      | -                 
|                                                                 |                        |      |                   
|**Total current liabilities**                                    | **8,410,113**          |      | 3,136,020         
|Obligations under hire purchase contracts

- non-current portion | ****7,888              |      | 19,961            
|Debt maturing over one year                                      | **300,000**            |      | -                 
|                                                                 |                        |      |                   
|**Total liabilities**                                            | **8,718,001**          |      | 3,155,981         
|                                                                 |                        |      |                   
|**Stockholders' equity**                                         |                        |      |                   
|Common stock with no par value                                   | **51,165**             |      | 51,165            
|Treasury stock                                                   | **(180,000)**          |      | (180,000)         
|Additional paid-in capital                                       | **3,380,443**          |      | 1,966,718         
|Other comprehensive loss                                         | **(8,325)**            |      | (8,325)           
|Retained earnings                                                | **2,014,588**          |      | 1,722,081         
|                                                                 |                        |      |                   
|******Total stockholders' equity**                               | **5,257,871**          |      | 3,551,639         
|                                                                 |                        |      |                   
|**Total liabilities and stockholders' equity**                   | ******13,975,872**     | **** | ******6,707,620** 

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS)**



| | **(Unaudited)**

**Six months ended June 30,** |  | **(Unaudited)**

**Three months ended June 30,**
| | ---------------------------------------------- |  | ------------------------------------------------

|                                                                    | **2002**           |      | 2001               |      | **2002**           |      | 2001              
|------------------------------------------------------------------- | ------------------ | ---- | ------------------ | ---- | ------------------ | ---- | ------------------
|                                                                    | **US$**            |      | US$                |      | **US$**            |      | US$               
|                                                                    |                    |      |                    |      |                    |      |                   
|******Freight forwarding income**                                   | **13,503,726**     |      | 5,220,743          |      | **10,526,856**     |      | 2,896,133         
|                                                                    |                    |      |                    |      |                    |      |                   
|******Operating expenses**                                          |                    |      |                    |      |                    |      |                   
|Cost of forwarding                                                  | **(11,138,662)**   |      | (3,953,714)        |      | **(8,789,957)**    |      | (2,204,818)       
|Selling and administrative expenses                                 | **(1,873,974)**    |      | (979,421)          |      | **(1,282,752)**    |      | (535,921)         
|Depreciation and amortization                                       | **(102,893)**      |      | (95,571)           |      | **(53,051)**       |      | (51,103)          
|                                                                    |                    |      |                    |      |                    |      |                   
|Total operating expenses                                            | **(13,115,529)**   |      | (5,028,706)        |      | **(10,125,760)**   |      | (2,791,842)       
|                                                                    |                    |      |                    |      |                    |      |                   
|**Income from operations**                                          | **388,197**        |      | 192,037            |      | **401,096**        |      | 104,291           
|                                                                    |                    |      |                    |      |                    |      |                   
|**Non-operating income**                                            |                    |      |                    |      |                    |      |                   
|Net gain on disposal of a subsidiary                                | **11,390**         |      | 24,282             |      | **11,390**         |      | 24,282            
|Interest and other income                                           | **53,534**         |      | 35,749             |      | **39,450**         |      | 10,520            
|Interest expenses                                                   | **(40,117)**       |      | (5,549)            |      | **(25,363)**       |      | (1,668)           
|                                                                    |                    |      |                    |      |                    |      |                   
|Net non-operating income                                            | **24,807**         |      | 54,482             |      | **25,477**         |      | 33,134            
|                                                                    |                    |      |                    |      |                    |      |                   
|**Income before income taxes**                                      | **413,004**        |      | 246,519            |      | **426,573**        |      | 137,425           
|                                                                    |                    |      |                    |      |                    |      |                   
|Provision for income taxes                                          | **(120,497)**      |      | (39,443)           |      | **(120,497)**      |      | (21,988)          
|                                                                    |                    |      |                    |      |                    |      |                   
|**Net income**                                                      | **292,507**        |      | 207,076            |      | **306,076**        |      | 115,437           
|                                                                    |                    |      |                    |      |                    |      |                   
|**Other comprehensive income**                                      |                    |      |                    |      |                    |      |                   
|Foreign currency translation adjustments                            | **-**              |      | (5,412)            |      | **-**              |      | 1                 
|                                                                    |                    |      |                    |      |                    |      |                   
|**Comprehensive income**                                            | ******292,507**    | **** | ******201,664**    | **** | ******306,076**    | **** | ******115,438**   
|                                                                    |                    |      |                    |      |                    |      |                   
|**Net income per share**                                            |                    |      |                    |      |                    |      |                   
|                                                                    |                    |      |                    |      |                    |      |                   
|Weighted average number of shares
outstanding                       |                    |      |                    |      |                    |      |                   
|Basic                                                               | ******20,368,713** | **** | ******20,716,649** | **** | ******20,368,713** | **** | ******20,902,423**
|                                                                    |                    |      |                    |      |                    |      |                   
|Diluted                                                             | ******20,552,380** | **** | ******20,916,649** | **** | ******20,552,380** | **** | ******21,102,423**
|                                                                    |                    |      |                    |      |                    |      |                   
|**Net income per share of common stock**

******Basic and Diluted** | ******0.01**       | **** | ******0.01**       | **** | ******0.01**       | **** | ******0.01**      

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

******(CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS)**

| |  |  | **(unaudited)**

******June 30, 2002** |  | (unaudited)

June 30, 2001
| |  |  | -------------------------------------- |  | --------------------------
| |  |  | **US$**                                |  | US$                       

|**Cash flows from operating activities:** |  |  | 
|----------------------------------------- |  |  | 

| | Net income |  | **292,507** |  | 207,076
| | ---------- |  | ----------- |  | -------

|**Adjustments to reconcile net income to net cash** |  |  | 
|--------------------------------------------------- |  |  | 

| | **used in operating activities**                  |             |  |       
| | ------------------------------------------------- | ----------- |  | ------
| | Depreciation and amortization                     | **102,893** |  | 95,571
| | Loss on disposal of property, plant and equipment | **896**     |  | 14,879

| | Net gain on disposal of a subsidiary |  | **(11,390)** |  | (24,282)
| | ------------------------------------ |  | ------------ |  | --------
| | Compensation cost                    |  | **53,725**   |  | -       

|**Changes in working capital:** |  |  |  | 
|------------------------------- |  |  |  | 

| | Tax refundable    |  | **(40,027)** |  | 754     
| | ----------------- |  | ------------ |  | --------
| | Deposits received |  |              |  | (12,363)

| | Accounts receivable             | **664,738**   |  | 377,578 
| | ------------------------------- | ------------- |  | --------
| | Deposits, prepayments and other | **(972,806)** |  | (47,322)

| | Deferred taxes   |  | **49,399**    |  | (27,999) 
| | ---------------- |  | ------------- |  | ---------
| | Accounts payable |  | **(302,727)** |  | (867,517)

| | Accrued charges and other creditors | **66,972** |  | 137,982
| | ----------------------------------- | ---------- |  | -------

| | Bill payable |  | **-**      |  | 96,355
| | ------------ |  | ---------- |  | ------
| | Tax payable  |  | **70,000** |  | 44,077

|                                          |              |  |        
|----------------------------------------- | ------------ |  | -------
|**Net cash used in operating activities** | **(25,820)** |  | (5,211)

| |  |  |  |  | 
| |  |  |  |  | 

|Cash flows from investing activities: |  |  | 
|------------------------------------- |  |  | 

| | Loan receivable |  | **68,267** |  | (115,384)
| | --------------- |  | ---------- |  | ---------

| | Due from (to) other related parties                           | **-**           |  | (196,379)
| | ------------------------------------------------------------- | --------------- |  | ---------
| | Acquisition of property, plant and equipment                  | **(69,503)**    |  | (169,898)
| | Sales proceeds from disposal of property, plant and equipment | **2,179**       |  | 14,103   
| | Acquisition of a subsidiary                                   | **(2,973,617)** |  | -        
| | Disposal of a subsidiary                                      | **494,148**     |  | 149,766  

|**Net cash used in investing activities** | **(2,478,526)** |  | (317,792)
|----------------------------------------- | --------------- |  | ---------

| |  |  |  |  | 
| |  |  |  |  | 

|Cash flows from financing activities: |  |  | 
|------------------------------------- |  |  | 

| | Fixed deposits                            | **(178)**     |  | (687)    
| | ----------------------------------------- | ------------- |  | ---------
| | Inception of new hire purchase contracts  | **-**         |  | 62,820   
| | Capital element of hire purchase payments | **(18,002)**  |  | (43,447) 
| | Advance from (to) a director              | **245,743**   |  | (133,523)
| | Inception of other loans                  | **549,883**   |  | -        
| | Capital element of other loan payments    | **(138,980)** |  | -        
| | Bank overdrafts                           | **836,999**   |  | -        
| | Additional paid-in capital                | **1,360,000** |  | 123,325  
| | Unsecured bank loan                       | **-**         |  | 89,744   

|                                              |               |  |       
|--------------------------------------------- | ------------- |  | ------
|**Net cash provided by financing activities** | **2,835,465** |  | 98,232

| |  |  |  |  | 
| |  |  |  |  | 

|Net increase (decrease) in cash and cash equivalents | **331,119** |  | (224,771)
|---------------------------------------------------- | ----------- |  | ---------

|**Exchange difference** |  | **2,046** |  | (3,612)
|----------------------- |  | --------- |  | -------

|**Cash and cash equivalents at beginning of period** | **2,263,507**     |      | 2,345,816        
|---------------------------------------------------- | ----------------- | ---- | -----------------
|                                                     |                   |      |                  
|**Cash and cash equivalents at end of period**       | ******2,596,672** | **** | ******2,117,433**

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 1.	Basis of Presentation**

****

The accompanying unaudited condensed consolidated financial statements of Pacific
CMA, Inc. (the "Company") and its subsidiaries (the "Group") as of December 31, 2001
and June 30, 2002 and for the six months and three months ended June 30, 2001 and
2002 have been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America for complete
financial statements.  In the opinion of the Company's management, all adjustments,
consisting only of normal recurring adjustments, considered necessary to present fairly
the condensed consolidated financial statements have been made.

The condensed consolidated statement of operations for the six months and three months
ended June 30, 2002 and 2001, and cash flows for the six months ended June 30, 2002
and 2001 are not necessarily indicative of the results that may be expected for the entire
year.  These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and the related notes thereto for the year ended
December 31, 2001 included in the Company's Form 10-K filed on March 31, 2002.

**Note 2.	Principles of Consolidation**

The condensed consolidated financial statements include the financial statements of the
Company and its subsidiaries.  All significant intercompany balances and transactions
have been eliminated in consolidation.

**Note 3.	Comprehensive Income**

Comprehensive income consists of net income and other gains and losses affecting
stockholders' equity that, under accounting principles generally accepted in the United
States of America, are excluded from net income.  For the Group, the components of
comprehensive income consist of net income and foreign currency translation gains and
losses resulting from the translation of subsidiaries' financial statements denominated
in currencies other than United States dollars into United States dollars.

The components of total comprehensive income for the six months and three months
ended June 30, 2002 and 2001 are presented in the following table:

| |  | (Unaudited)

Six months ended June 30, |  | (Unaudited)

Three months ended June 30,
| |  | -------------------------------------- |  | ----------------------------------------

|                                          |  | **2002**        |      | 2001            |      | **2002**        |      | 2001           
|----------------------------------------- |  | --------------- | ---- | --------------- | ---- | --------------- | ---- | ---------------
|                                          |  | **US$**         |      | US$             |      | **US$**         |      | US$            
|                                          |  |                 |      |                 |      |                 |      |                
|Net income                                |  | **292,507**     |      | 207,076         |      | **306,076**     |      | 115,437        
|**Other comprehensive income
(loss)**     |  |                 |      |                 |      |                 |      |                
|Foreign currency 	translation adjustments |  | ******-**       |      | (5,412)         |      | ******-**       |      | 1              
|                                          |  |                 |      |                 |      |                 |      |                
|Comprehensive income                      |  | ******292,507** | **** | ******201,664** | **** | ******306,076** | **** | ******115,438**

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**



**Note 4.	Earnings Per Share**

The following is a reconciliation of the numerator and denominator of basic and diluted earnings per share

| | (unaudited)

Six Months Ended June 30, |  | **(unaudited)

**Three Months Ended June 30,
| | -------------------------------------- |  | --------------------------------------------

| | ****2002 |  | 2001 |  | **2002** | **** | ****2001
| | -------- |  | ---- |  | -------- | ---- | --------

| | ******Income** |  | ************

**Shares** |  | **Per-Share
Amount** |  | ******Income** |  | ******Shares** |  | **Per-Share
Amount** |  | **Income** |  | **********Shares** |  | ******Per-Share
Amount** |  | **Income** |  | **Shares** |  | ******Per-Share
Amount**
| | -------------- |  | ------------------------ |  | -------------------- |  | -------------- |  | -------------- |  | -------------------- |  | ---------- |  | ------------------ |  | ------------------------ |  | ---------- |  | ---------- |  | ------------------------

|                                                                | *****US$*****       |          |            |          | *****US$***** |          | *****US$*****       |          |            |          | *****US$***** |          | *****US$***** |  |            |  | *****US$***** |  | *****US$***** |  |            |  | *****US$***
|--------------------------------------------------------------- | ------------------- | -------- | ---------- | -------- | ------------- | -------- | ------------------- | -------- | ---------- | -------- | ------------- | -------- | ------------- |  | ---------- |  | ------------- |  | ------------- |  | ---------- |  | -----------
|                                                                |                     |          |            |          |               |          |                     |          |            |          |               |          |               |  |            |  |               |  |               |  |            |  |            
|******Net Income******                                          | ********292,507**** | ******** | ********   | ******** | ********      | ******** | ********207,076**** | ******** | ********   | ******** | ********      | ******** | 306,076       |  |            |  |               |  | 115,437       |  |            |  |            
|                                                                |                     |          |            |          |               |          |                     |          |            |          |               |          |               |  |            |  |               |  |               |  |            |  |            
|******Basic EPS******                                           | ********            | ******** | ********   | ******** | ********      | ******** | ********            | ******** | ********   | ******** | ********      | ******** | ********      |  |            |  |               |  | ****          |  |            |  |            
|Income available to
common
stockholders                         | 292,507             |          | 20,559,671 |          | 0.01          |          | 207,076             |          | 20,716,649 |          | 0.01          |          | 306,076       |  | 20,559,671 |  | 0.01          |  | 115,437       |  | 20,902,423 |  | 0.01       
|                                                                |                     |          |            |          |               |          |                     |          |            |          |               |          |               |  |            |  |               |  |               |  |            |  |            
|Effect of dilutive
securities                                   |                     |          |            |          |               |          |                     |          |            |          |               |          |               |  |            |  |               |  |               |  |            |  |            
|Stock options                                                   | -                   |          | 183,667    |          |               |          | 490                 |          | 200,000    |          |               |          | -             |  | 183,667    |  |               |  | 245           |  | 200,000    |  |            
|                                                                |                     |          |            |          |               |          |                     |          |            |          |               |          |               |  |            |  |               |  |               |  |            |  |            
|******Diluted EPS******                                         | ********            | ******** | ********   | ******** | ********      | ******** | ********            | ******** | ********   | ******** | ********      | ******** | ********      |  |            |  |               |  | ****          |  |            |  |            
|Income available to
common
stockholders and
assumed
conversions | 292,507             |          | 20,743,338 |          | 0.01          |          | 207,566             |          | 20,916,649 |          | 0.01          |          | 306,076       |  | 20,743,338 |  | 0.01          |  | 115,682       |  | 21,102,423 |  | 0.01       

Stock options were granted to purchase 200,000 shares of common stock at an exercise price of US$0.098 on September 1, 2000. These options are still
outstanding at the end of June 30, 2002 and will expire on August 31, 2005.



During the period of first and second quarters, stock grants to purchase an aggregate of 46,500 and 179,000 shares of common stock respectively have been
granted and exercised at an exercise price of $nil pursuant to the terms stipulated in the Company's 2000 Stock Plan.



**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 5.****Common Stock**

As of December 31, 2000, the Company's authorized capital stock comprised of 100,000,000
shares of common stock, no par value and 10,000,000 shares of preferred stock, no par value.
As of the same date, the Company's issued and outstanding capital stock comprised of
20,400,000 shares of common stock and no shares of preferred stock.

During the period from February, 20, 2001 to March 31, 2001, an aggregate of 342,000 shares
of common stock were issued at a price of US$0.25 per share pursuant to a private placement.
The proceeds from this issue, net of issuing expenses of US$10,000, were credited to additional
paid-in-capital.

Subsequent to March 31, 2001, the private placement continued. Up to April 30, 2001, a further
191,300 shares of common stock was issued at a price of US$0.25 per share.

Details of the private placement are documented in the private placement memorandum dated
March 31, 2001.  The aggregate number of 533,300 shares of common stock issued pursuant to
the private placement have been registered for resale under a prospectus filed on August 21,
2001.

On September 1, 2001 and November 14, 2001, an aggregate of 215,750 shares of common stock
was issued pursuant to the Company's 2000 Stock Plan.  These shares are valued at
approximately $38,835.

On November 27, 2001, 1,000,000 shares of common stock were reacquired and recorded as
treasury stock.  The fair value of shares  cancelled was $180,000.

Pursuant to an agreement (the "Stock Purchase Agreement") dated December 4, 2001 entered
into between InfinityVentures Net, Inc. (the "Selling Shareholder") and the Company, 1,100,000
shares of common stock were issued to the Selling Shareholder at an initial purchase price of
$0.0001 per share on December 19, 2001. These 1,100,000 shares were issued in a stock
purchase transaction which was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 or Rule 505 or 506 promulgated thereunder.



The Stock Purchase Agreement contained several rights and obligations between the parties
which have the effect of changing the actual purchase price for the shares.  These included a
"Call Right" which allowed the Company to repurchase the shares unless the Selling
Shareholder contributed additional capital to the Company, a "Release Right" which allowed
the Selling Shareholder to cancel the Company's call right by contributing additional capital,
and a "Put Right" which required the Company to repurchase a portion of the shares in certain
circumstances.

****

**Note 5	Common Stock (Continued)**

In conjunction with the Stock Purchase Agreement, pursuant to a registration statement filed
with the SEC on December 31,2001, the Selling Shareholder intended to offer these 1,100,000
shares of common stock at market price. However, there was a dispute with the Selling
Shareholder concerning the issue of whether the shares, with the understanding that they would
be subject to the Company's call right, remained valid even though it was not possible to get the
registration statement for the shares approved by the SEC.  The SEC would not accept the
structure of the transaction unless the Selling Shareholder was legally obligated to pay the
additional consideration. The Selling Shareholder refused to agree to an unconditional obligation
to pay for the shares so it was not possible to get the registration statement approved to the
transaction.  For this reason, a "Request for Withdrawal" for the private placement was filed on
February 8, 2002.  These 1,100,000 shares of common stock were then cancelled and the initial
purchase price of $110 was returned to the Selling Shareholder.



For accounting purposes, these 1,100,000 shares of common stock were excluded from the
outstanding capital stock of the Company to reflect the substance of the whole transaction.

On February 12, 2002 and March 9, 2002, an aggregate of 46,500 shares of common stock was
issued pursuant to the Company's 2000 Stock Plan (note 4).  These shares are valued at
approximately $11,625.

On April 14, 2002 and May 22, 2002, an aggregate of 179,000 shares of common stock was
issued pursuant to the Company's 2000 Stock Plan (note 4).  These shares are valued at
approximately $42,100.

On May 21, 2002, the Company issued 1,700,000 shares of common stock to finance the partial
consideration of the  acquisition of the subsidiary.  These shares are valued at approximately
$1,360,000.

As of June 30, 2002, the Company's issued and outstanding capital stock comprised of
22,074,550 shares of common stock, 1,000,000 shares of treasury stock and no shares of
preferred stock.

**Note 6.****Pledge of Assets**

The Group has pledged fixed deposits of US$2,118,752 to secure general banking facilities
granted by bankers to the Group.

******PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 7.	Segment Information**

(a)	Business segments

The Group operates mainly in three business segments, being the provision of (i) air forwarding, (ii) sea forwarding and (iii) land
forwarding services.  The accounting policies adopted by the Group for segment reporting are described in the summary of
significant accounting policies in the Company's Form 10-K filed for the year ended December 31, 2001.

(i)	The following table summarized the Group's operations for the six months ended June 30, 2002 and 2001 analyzed into air, sea
and land forwarding services:

| | Air Forwarding |  | Sea Forwarding |  | Land Forwarding |  | Total
| | -------------- |  | -------------- |  | --------------- |  | -----

|                                               | 2002        |  | 2001        |  | 2002        |  | 2001        |  | 2002     |  | 2001     |  | 2002         |  | 2001       
|---------------------------------------------- | ----------- |  | ----------- |  | ----------- |  | ----------- |  | -------- |  | -------- |  | ------------ |  | -----------
|                                               | US$         |  | US$         |  | US$         |  | US$         |  | US$      |  | US$      |  | US$          |  | US$        
|                                               |             |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Turnover                                       | 9,400,598   |  | 3,611,650   |  | 4,097,192   |  | 1,550,538   |  | 5,936    |  | 58,555   |  | 13,503,726   |  | 5,220,743  
|                                               |             |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Cost of forwarding                             | (7,796,964) |  | (2,721,311) |  | (3,328,306) |  | (1,189,043) |  | (13,393) |  | (43,360) |  | (11,138,663) |  | (3,953,714)
|                                               |             |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Depreciation and amortization                  | (27,046)    |  | (18,229)    |  | (5,832)     |  | (16,446)    |  | (3,793)  |  | (9,295)  |  | (36,671)     |  | (43,970)   
|                                               |             |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Interest expenses                              | (17,449)    |  | -           |  | -           |  | -           |  | (771)    |  | (4,972)  |  | (18,220)     |  | (4,972)    
|                                               |             |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Other segment expenses attributable to
segment | (619,934)   |  | (307,495)   |  | (251,073)   |  | (119,781)   |  | (13,056) |  | (40,821) |  | (884,063)    |  | (468,097)  
|                                               |             |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Taxation                                       | (120,335)   |  | (27,596)    |  | (162)       |  | (11,847)    |  | -        |  | -        |  | (120,497)    |  | (39,443)   
|                                               |             |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Segment income (loss)                          | 818,870     |  | 537,019     |  | 511,819     |  | 213,421     |  | (25,077) |  | (39,893) |  | 1,305,612    |  | 710,547    
|Net other unallocated expenses                 |             |  |             |  |             |  |             |  |          |  |          |  | (1,013,105)  |  | (503,471)  
|                                               |             |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Net income                                     |             |  |             |  |             |  |             |  |          |  |          |  | 292,507      |  | 207,076    
|                                               |             |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Total assets                                   | 10,624,378  |  | 4,277,554   |  | 3,464,631   |  | 1,354,879   |  | 1,342    |  | 67,180   |  | 14,090,351   |  | 5,699,613  

******Note 7.	Segment Information (continue)**

(a)	Business segments (continue)

(ii)	The following table summarized the selected segment data for the three months ended June 30, 2002 and 2001 (unaudited):

| | Air Forwarding |  | Sea Forwarding |  | Land Forwarding |  | Total
| | -------------- |  | -------------- |  | --------------- |  | -----

|                                               | 2002        |  | 2001        |  | 2002        |  | 2001      |  | 2002  |  | 2001     |  | 2002        |  | 2001       
|---------------------------------------------- | ----------- |  | ----------- |  | ----------- |  | --------- |  | ----- |  | -------- |  | ----------- |  | -----------
|                                               | US$         |  | US$         |  | US$         |  | US$       |  | US$   |  | US$      |  | US$         |  | US$        
|                                               |             |  |             |  |             |  |           |  |       |  |          |  |             |  |            
|Turnover                                       | 7,292,672   |  | 2,001,211   |  | 3,234,184   |  | 865,728   |  | -     |  | 29,194   |  | 10,526,856  |  | 2,896,133  
|                                               |             |  |             |  |             |  |           |  |       |  |          |  |             |  |            
|Cost of forwarding                             | (6,035,187) |  | (1,515,064) |  | (2,754,770) |  | (666,827) |  | -     |  | (22,927) |  | (8,789,957) |  | (2,204,818)
|                                               |             |  |             |  |             |  |           |  |       |  |          |  |             |  |            
|Depreciation                                   | (15,787)    |  | (11,468)    |  | (3,775)     |  | (8,975)   |  | -     |  | (3,793)  |  | (19,562)    |  | (24,236)   
|                                               |             |  |             |  |             |  |           |  |       |  |          |  |             |  |            
|Interest expenses                              | (11,475)    |  | -           |  | -           |  | -         |  | -     |  | (1,542)  |  | (11,475)    |  | (1,542)    
|                                               |             |  |             |  |             |  |           |  |       |  |          |  |             |  |            
|Other segment expenses attributable to
segment | (440,176)   |  | (166,213)   |  | (145,435)   |  | (64,730)  |  | -     |  | (11,777) |  | (585,611)   |  | (242,720)  
|                                               |             |  |             |  |             |  |           |  |       |  |          |  |             |  |            
|Taxation                                       | (120,335)   |  | (15,348)    |  | (162)       |  | (6,640)   |  | -     |  | -        |  | (120,497)   |  | (21,988)   
|                                               |             |  |             |  |             |  |           |  |       |  |          |  |             |  |            
|Segment income (loss)                          | 669,712     |  | 293,118     |  | 330,042     |  | 118,556   |  | -     |  | (10,845) |  | 999,754     |  | 400,829    
|Net other unallocated expenses                 |             |  |             |  |             |  |           |  |       |  |          |  | (693,678)   |  | (285,392)  
|                                               |             |  |             |  |             |  |           |  |       |  |          |  |             |  |            
|Net income                                     |             |  |             |  |             |  |           |  |       |  |          |  | 306,076     |  | 115,437    
|                                               |             |  |             |  |             |  |           |  |       |  |          |  |             |  |            
|Total assets                                   | 10,624,378  |  | 4,277,554   |  | 3,464,631   |  | 1,354,879 |  | 1,342 |  | 67,180   |  | 14,090,351  |  | 5,699,613  



**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 7.	Segment Information (continue)**

(b)	Geographical segments

The table below summarized the Group's turnover for the six months and three months
ended June 30, 2001 and 2000 analyzed into geographical locations:

| |  | (unaudited)

Six months ended June 30, |  | (unaudited)

Three months ended June 30,
| |  | -------------------------------------- |  | ----------------------------------------

|              |      | 2002       |  | 2001      |  | 2002       |  | 2001     
|------------- | ---- | ---------- |  | --------- |  | ---------- |  | ---------
|              |      | US$        |  | US$       |  | US$        |  | US$      
|              |      |            |  |           |  |            |  |          
|**Turnover**  | **** |            |  |           |  |            |  |          
|              |      |            |  |           |  |            |  |          
|* IATA Area 1 |      | 4,707,682  |  | 2,228,627 |  | 2,599,282  |  | 1,291,903
|* IATA Area 2 |      | 1,278,074  |  | 20,269    |  | 1,115,208  |  | 11,561   
|* IATA Area 3 |      | 7,517,970  |  | 2,971,847 |  | 6,812,366  |  | 1,592,669
|              |      |            |  |           |  |            |  |          
|TOTAL         |      | 13,503,726 |  | 5,220,743 |  | 10,526,856 |  | 2,896,133

| | ****(unaudited)

As of June 30, 2002 |  | (unaudited)

As of June 30, 2001
| | ------------------------------------ |  | --------------------------------

|             | Trade
receivables |  | Other
assets |  | Total assets |  | Trade
receivables |    | Other
assets |    | Total assets
|------------ | ----------------- |  | ------------ |  | ------------ |  | ----------------- | -- | ------------ | -- | ------------
|             | *US$*             |  | *****US$*    |  | *US$*        |  | *US$*             | ** | *US$*        | ** | *US$*       
|             |                   |  |              |  |              |  |                   |    |              |    |             
|**Assets**   |                   |  |              |  |              |  |                   |    |              |    |             
|*IATA Area 1 | 3,410,465         |  | 5,473,414    |  | 8,874,879    |  | 1,642,621         |    | -            |    | 1,642,621   
|*IATA Area 2 | 160,720           |  | -            |  | 160,720      |  | 6,742             |    | -            |    | 6,742       
|*IATA Area 3 | 883,534           |  | 4,056,739    |  | 4,940,273    |  | 720,866           |    | 3,329,384    |    | 4,050,250   
|             |                   |  |              |  |              |  |                   |    |              |    |             
|TOTAL        | 4,454,719         |  | 9,530,153    |  | 13,975,872   |  | 2,370,229         |    | 3,329,384    |    | 5,699,613   

-IATA Area 1 comprises all of the North and South American Continent and the adjacent islands,
Greenland, Bermuda, the West Indies and the islands of the Caribbean Sea, the Hawaiian Islands (including
Midway and Palamyra).

-IATA Area 2 comprises all of Europe (including the European part of the Russian Federation) and the
adjacent islands, Iceland, the Azores, all of Africa and the adjacent islands, Ascension Island, that part of
Asia lying west of and including Iran (Islamic Rep. 6f).

-IATA Area 3 comprises all of Asia and the adjacent islands, except that portion included in IATA Area
2, all of the East Indies, Australia, New Zealand and the adjacent islands, the islands of the Pacific Ocean,
except those included in IATA Area 1.

**Note 8.	Related Party Transactions**

During the six months and three months ended June 30, 2002 and 2001, the Group had the
following balances and transactions with related parties:

| |  | (unaudited)

Six months ended June 30, |  | (unaudited)

Three months ended June 30,
| |  | -------------------------------------- |  | ----------------------------------------

|                                                                               |  | 2002     |  | 2001     |  | 2002     |  | 2001    
|------------------------------------------------------------------------------ |  | -------- |  | -------- |  | -------- |  | --------
|                                                                               |  | US$      |  | US$      |  | US$      |  | US$     
|                                                                               |  |          |  |          |  |          |  |         
|Loan to a company controlled
by the director of the
Company                    |  | 115,385  |  | 115,385  |  | 115,385  |  | -       
|Payment of freight cost to
companies controlled by
directors of the Company    |  | (31,303) |  | (36,736) |  | (19,644) |  | (21,632)
|Received freight income from
companies controlled by
directors of the Company  |  | 1,934    |  | 103,132  |  | 1,875    |  | 102,764 
|Received interest income from a
company controlled by
directors of the Company |  | 3,462    |  | 3,047    |  | 1,731    |  | 1,731   

(a)	As of December 31, 2001 and June 30, 2002, the Company's directors have beneficial
interests in the Company and all the aforementioned related parties.

(b)	Loan to a related company amounting to $115,385 as of June 30, 2002 is unsecured,
bears interest at 6% p.a. and has no fixed repayment terms.

(c)	As of June 30, 2002, the balance due to a director from the Group amounting to
$631,121 is unsecured, interest-free and has no fixed repayment terms.

(d)	As of June 30, 2002, general banking and loan facilities granted by various bankers to
the Group were secured by directors' personal guarantees amounting to $4,272,814.

**Note 9.	Disposal of a subsidiary**

********On April 2, 2002, the Group disposed of its 100% controlling interest in Sparkle Shipping,
Godown, Wharf & Transp. Co. Limited at a consideration of US$589,744 to a third party.

|                              |  | *********US$*
|----------------------------- |  | -------------
|Net assets disposed:          |  |              
|Property, plant and equipment |  | 24,667       
|Trade and other receivables   |  | 495,650      
|Due from director             |  | 299,869      
|Deferred taxes                |  | 10,202       
|Cash at banks                 |  | 95,596       
|Trade and other payables      |  | (230,511)    
|Due to fellow subsidiaries    |  | (117,119)    
|                              |  |              
|                              |  | 578,354      
|                              |  |              
|Proceed on disposal           |  | 589,744      
|                              |  |              
|Gain on disposal              |  | 11,390       

|                                                                                  |  | *****US$*
|--------------------------------------------------------------------------------- |  | ---------
|                                                                                  |  |          
|Cash proceeds                                                                     |  | 589,744  
|Cash and cash equivalents disposed of                                             |  | (95,596) 
|                                                                                  |  |          
|Net inflow of cash and cash equivalents in
respect of the disposal of  subsidiary |  | 494,148  



**Note 10.	Acquisition of a subsidiary**

********On April 30, 2002, the Group completed the acquisition of the 81% controlling interest in
Airgate International Corporation.  ('Airgate'), a privately held company that provides New
York based logistics and freight forwarding services.

The total acquisition cost was approximately $2,960,000, included the payment of $1,500,000,
of which $300,000 was paid in cash and $1,200,000 was financed, the issuance of 1.7 million
shares of common stock valued at $1,310,000 and approximately $100,000 of transaction costs.
The consideration was determined solely through negotiations among the parties.



Goodwill represents the excess of acquisition cost over the current fair value of identifiable
Airgate assets at the time of purchase.  The following table calculates goodwill:

|                          |  | *US$*       |  | *US$*      
|------------------------- |  | ----------- |  | -----------
|                          |  |             |  |            
|Total acquisition cost    |  |             |  | 2,960,000  
|Less:                     |  |             |  |            
|Tangible assets acquired: |  |             |  |            
|Net current liabilities   |  | (2,042,170) |  |            
|Property and equipment    |  | 86,944      |  |            
|Deferred taxes            |  | 572,000     |  |            
|                          |  |             |  | (1,383,226)
|                          |  |             |  |            
|Goodwill                  |  |             |  | 4,343,226  

**SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS**

Certain statements in this report, including statements in the following discussion, which are
not statements of historical fact, are what are known as "forward-looking statements," which
are basically statements about the future.  For that reason, these statements involve risk and
uncertainty since no one can accurately predict the future.  Words such as "plans," "intends,"
"will," "hopes," "seeks," "anticipates," "expects," and the like, often identify such forward-looking statements, but are not the only indication that a statement is a forward-looking
statement.  Such forward-looking statements include statements concerning our plans and
objectives with respect to the present and future operations of the Company, and statements
which express or imply that such present and future operations will or may produce revenues,
income or profits.  Numerous factors and future events could cause the Company to change
such plans and objectives, or fail to successfully implement such plans or achieve such
objectives, or cause such present and future operations to fail to produce revenues, income or
profits.  Therefore, the  reader is advised that the following discussion should be considered in
light of the discussion of risks and other factors contained in this report on Form 10QSB and in
the Company's other filings with the Securities and Exchange Commission.  No statements
contained in the following discussion should be construed as a guarantee or assurance of future
performance or future results.

**********OVERVIEW**

The following discussion is applicable to the Company's financial condition and results of
operations for the three and six-month periods ended June 30, 2002 and June 30, 2001.



Pacific CMA, Inc. (Pacific CMA) does not directly carry on any business activities.  Through its
Hong Kong based subsidiary, AGI Logistics (HK) Ltd. (AGI), and its New York based subsidiary,
Airgate International Corp. (Airgate), Pacific CMA facilitates and provides supply Chain
Management Solutions, Contract Logistics Services and International Freight Forwarding Services.



Its wholly-owned subsidiary, AGI Logistics (HK) Ltd. (AGI), operates an integrated logistics
and freight forwarding business which is based in Hong Kong and which primarily handles
delivery of goods in South China and Hong Kong to overseas countries, mainly the Far East
region and the US.  The principal services provided by AGI Group are airfreight forwarding,
ocean freight forwarding, and warehousing.  In the region of Far East, Mainland China is the
target market for AGI Group expansion.

The business of AGI was first established in August 1998 and now consists of its own
operations, as well as those of its subsidiaries.  On January 1, 2001, its Hong Kong
incorporated subsidiaries included Sparkle Shipping, Godown, Wharf & Transp. Co., Ltd.
(Sparkle) and Guangzhou Huasheng Int'l Forwarding Ltd. (GZ Huasheng), and AGI Logistics
(Shenzhen) Ltd. (AGI (Shenzhen)) which was incorporated in Peoples Republic of China.  On
June 14, 2002, GZ Huasheng was renamed as Guangdong Springfield Logistics Services Ltd.
(GD Springfield).  AGI (Shenzhen) and Sparkle were  disposed of by AGI Group on May 11,
2001 and April 2, 2002 repectively.  The Company intends to concentrate on the international
freight forwarding business .  Since the business of Sparkle is concentrated on feeder voyages
and trucking operations along the Jujiang Delta Area of Mainland China, the Company
determined that the business objectives of Sparkle were not consistent with the plan to
concentrate on international freight forwarding.  Accordingly, Sparkle was disposed of during
the second quarter.

On April 30, 2002, Pacific CMA completed the acquisition of control of Airgate, a privately
held New York-based freight forwarder which was established in 1990.  Airgate is a non-asset
based logistics services company.  Pacific CMA intends to continue the operations of Airgate in
substantially the same manner as they were conducted prior to the acquisition.  Airgate
primarily handles import air and ocean shipments from the Far East and from South West Asia
to the US.  Pacific CMA International, LLC, a Colorado limited liability company which is
wholly-owned by the Company, acquired 81% of the issued and outstanding common stock of
Airgate.



The following discussion concerning results of operations and liquidity and capital resources of
Pacific CMA, is based solely upon the business operations which are carried on by the group
consisting of its wholly owned subsidiary AGI and its subsidiaries, with the result of Airgate
from May to June 2002.

The significant new development which have occurred during the period include the
followings:

(1)	Expansion of the sales and marketing department of AGI, additional sales persons were
recruited to make a team of six sales persons.

(2)	AGI contracted with new agency partners in Shanghai China, Thailand, U.A.E., Japan,
Indonesia, Canada and Germany.

(3)	Sparkle Shipping, Godown, Wharf & Transp. Co., Ltd., the subsidiary of AGI (HK), was
disposed of on April 2, 2002.  The Company intends to concentrate more resources on the
international freight forwarding business, especially markets in US and Europe.

(4)	The Company acquired an 81% interest in a subsidiary, Airgate International Corp., which is
a New York based logistics and freight forwarder.  The closing of the transaction was
effective as of April 30, 2002.

**RESULTS OF OPERATIONS**

THREE MONTHS ENDED JUNE 30, 2002 COMPARED WITH THREE MONTHS ENDED
JUNE 30, 2001

BUSINESS SEGMENT OPERATING RESULTS

Our total revenue for the three-month period ended June 30, 2002 increased 263.48% as
compared with the three-month period ended June 30, 2001, from US$2,896,133 in 2001 to
US$10,526,856 in 2002.  The increase in revenue was primarily due to the combination of
Airgate revenue for the month of May and June 2002, excluding the inter-company transactions
among the group companies.  The revenue of AGI Group for this quarter was US$4,890,865,
while the revenue of Airgate was US$7,213,164. The inter-company transactions between AGI
Group and Airgate which are excluded from total revenue were US$1,577,173.   Other factors
which helped to increase revenues are that AGI entered new markets in U.A.E., Japan,
Singapore, Australia and Thailand, and established relationships with new customers.  In
addition, there were increased prepaid shipments within the period.  During the period, our cost
of forwarding increased 298.67%, from US$2,204,818 in 2001 to US$8,789,957 in 2002, also
mainly due to the combination of Airgate freight costs for the months of May and June 2002.
Gross margin for the period decreased from 23.87% in 2001 to 16.50% in 2002 and gross profit
(revenue minus cost of forwarding) for the period increased 151.25%, from US$691,315 in 2001,
to US$1,736,899 in 2002.  Overall, the Company had a  net income of US$306,076 for the
period, compared to net income of US$115,437 during the same period of 2001.

The results of operations for each segment are as follows.

Airfreight operation: Revenue from airfreight operations increased 264.41% from US$2,001,211
in 2001 to US$7,292,672 in 2002.  Airfreight revenue for AGI Group was US$3,832,071, while
airfreight revenue for Airgate was US$4,868,293. Excluded inter-company transactions totalled
US$1,407,692.  The volume of airfreight shipments was improved in 2002 compared with 2001.
Our main customer base is in the garment industry, which prefers airfreight to sea freight
transportation.  The inventory levels in the US were low in the first half  of 2002, and as a result,
demand for urgent shipments increased, especially from the garment industry.  The tonnage
increase caused the demand for shipment space to increase as well which led to a  rise in the cost
of buying space.  However, rate adjustments to clients were limited to moderate levels since
customers were reluctant to absorb the whole magnitude of the rate increase.  Costs for the
airfreight forwarding operation increased 298.35% from US$1,515,064 in 2001 to US$6,035,187
in 2002.  Airfreight cost for AGI Group was US$3,143,553, while airfreight costs for Airgate
were US$4,265,523.  Excluded inter-company costs totalled US$1,373,889.  As a result, the
profit margin was cut.  The gross profit margin decreased from 24.29% in 2001 to 17.24% in
2002.  However, as a result of increased volume, there was an overall increase in gross profit of
US$771,338, representing an increase of 158.66%.

Total segment overhead attributable to the airfreight operation increased from US$193,029 in
2001 to US$587,773 in 2002.  Details regarding the increase in overhead expenses are discussed
below under the section title "Other Operating Expenses."

Overall, net segment income for the airfreight operation increased 128.48% for the period, from
US$293,118 in 2001 to US$669,712 in 2002.  The increase in net income was mainly the result
of the combination of Airgate's business and the improvement in the operating results of AGI
Group.

Sea freight operation: Revenue from sea freight operations increased 273.58% to US$3,234,184
in 2002 from US$865,728 in 2001.  Sea freight revenue for AGI Group was US$1,058,794,
while sea freight revenue for Airgate was US$2,344,871, and inter-company transactions were
US$169,481. This increase in revenue for the quarter was primarily due to the new customers we
acquired in the new markets we entered.  In addition, profitable loose freight consolidation
shipments to Australia and US were increased in this quarter.  Costs for the sea freight
forwarding operation increased 313.12% from US$666,827 in 2001 to US$2,754,770 in 2002.
Sea freight cost for AGI Group was US$781,118, while costs for Airgate were US$2,133,850,
and the excluded inter-company costs were US$160,198.  As a result, the profit margin was cut.
The gross profit margin decreased from 22.97% to 14.82%.  However, as a result of increased
volumen, there was an overall increase in gross profit of US$280,513, representing an increase of
141.03%.

Total segment overhead attributable to the sea freight operation was increased by 85.91%, from
US$80,345 in 2001 to US$149,372 in 2002.  Overall net income for sea freight operation increased
178.38%, from US$118,556 in 2001 to US$330,042 in 2002.  The increase in net income was mainly
the result of the increase in business from Airgate's operations and the improvement in the result of
AGI Group.

OTHER OPERATING EXPENSES

*SELLING AND ADMINISTRATIVE EXPENSES*

Selling and administrative expenses increased 139.35% to US$1,282,752 in 2002 from US$535,921
in 2001.  The following factors caused the increase in expenses:

Compensation cost: For the period from April to June 2002, an aggregate of 179,000 shares of
common stock were issued pursuant to the 2000 Stock Plan of Pacific CMA, Inc.  These shares
were valued at approximately US$42,100 as compensation cost.

Overseas traveling: Expenses related to overseas traveling increased 216.92% from US$16,289 in
2001 to US$51,623 in 2002.  The increase in travel expenses was mainly due to costs attributable
to the increased trips to US for meetings with investment bankers relating to plans to raise additional
capital.

Salaries and allowance: Salaries and allowances for the period increased from US$212,997 in 2001
to US$593,895 in 2002.  The salaries and allowances for AGI Group were US$290,489, and were
US$303,406 for Airgate for the second quarter of 2002.   The increase in salaries and allowances for
AGI Group were primarily the result of an increase in the number of employees in the sales and
marketing department of AGI.



*DEPRECIATION AND AMORTIZATION*

Depreciation and amortization increased from US$51,103 in 2001 to US$53,051 in 2002, a 3.81%
increase.

NON-OPERATING INCOME

*NET GAIN ON DISPOSAL OF A SUBSIDIARY*

On April 2, 2002, Sparkle Shipping, Godown, Wharf & Transp. Co., Ltd. was disposed of by
AGI Group.  The Company intends to concentrate on the international freight forwarding
business.  Since the business of Sparkle is concentrated on feeder voyages and trucking
operations along Jujiang Delta Area of Mainland China, the Company determined that its
business objectives were not consistent with the plan to concentrate on international freight
forwarding.  By disposing of Sparkle, the Company believes it will be better able to concentrate
its resources on developing  markets in the US and Europe.   The net gain on disposal of the
subsidiary was US$11,390.**

***INTEREST AND OTHER INCOME*

Interest and other income increased from US$10,520 in 2001 to US$39,450 in 2002.  This was due
to the interest income from loan receivables and management fee income received from third parties.

*INTEREST EXPENSES*

Interest expenses increased to US$25,363 in 2002 from US$1,668 in 2001.  The increase in interest
expenses is due primarily to the bank trust receipts, bank loans and bank overdrafts involved.

SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH SIX MONTHS ENDED JUNE 30,
2001

BUSINESS SEGMENT OPERATING RESULTS

Our total revenue for the six-month period ended June 30, 2002 increased 158.66% as compared
with the six-month period ended June 30, 2001, from US$5,220,743 in 2001 to US$13,503,726
in 2002.  The increase in revenue was due to the tonnage increase and the combination of Airgate
beginning in May 2002.  The revenue of AGI Group for this period was US$7,867,735, while the
revenue of Airgate was US$7,213,164, and the inter-company transactions between AGI Group
and Airgate totalled US$1,577,173.  The Company entered  new markets in U.A.E., Japan,
Singapore, Australia and Thailand and established  relationships with new customers.  In
addition, there were increased prepaid shipments within the period.  During the period, our cost
of forwarding increased 181.73%, from US$3,953,714 in 2001 to US$11,138,662 in 2002, also
mainly due to the combination of Airgate freight costs for the months of May and June 2002.
Gross margin for the period decreased from 24.27% in 2001 to 17.51% in 2002 and gross profit
(revenue minus cost of forwarding) for the period increased 86.66%, from US$1,267,029 in
2001, to US$2,365,064 in 2002.  The overall results for the six-month period ended June 30,
2002 reflected a net income of US$292,507, compared to net income of US$207,076 for the six
month period ended June 30, 2001.



The results of operations for each segment are as follows.

Airfreight operation: Revenue from airfreight operations increased 160.29% from US$3,611,650
in 2001 to US$9,400,598 in 2002.  Airfreight revenue for AGI Group was US$5,939,997, while
airfreight revenue for Airgate was US$4,868,293, and excluded inter-company transactions
totalled US$1,407,692.  The volumes and the sell rates of airfreight were improved in 2002
compared with 2001.  Our main customer base is in the garment industry which prefers airfreight
to sea freight transportation.  The inventory levels in the US were low in the first half year of
2002, and as a result, the demand for urgent shipments increased, especially from the garment
industry.  The tonnage increase caused the demand for shipment space to increase as well which
led to a rise in the cost of buying space.  Costs for the airfreight forwarding operation increased
186.51% from US$2,721,311 in 2001 to US$7,796,964 in 2002.  Although the gross profit
margin  decreased from 24.65% to 17.06%, as a result of increased volume, there was an 80.11%
increase in gross profit, from US$890,339 in 2001 to US$1,603,634 in 2002.

Total segment overhead attributable to the airfreight operation increased 122.11% from
US$353,320 in 2001 to US$784,764 in 2002.  Details regarding the increase in overhead
expenses are discussed below under the section title "Other Operating Expenses."

Overall, net segment income for the airfreight operation increased 52.48% for the period, from
US$537,019 in 2001 to US$818,870 in 2002.  The increase in net income was mainly the result
of the combination of Airgate's business operations and the improvement in the results of AGI
Group.

Sea freight operation: Revenue from sea freight operations increased 164.24% to US$4,097,192
in 2002 from US$1,550,538 in 2001.  Sea freight revenue for AGI Group was US$1,921,801,
while sea freight revenue for Airgate totalled US$2,344,871, and inter-company transactions
totalled US$169,480.  This increase in revenue for the period was primarily due to revenues
received from new customers in new markets we entered.  Profitable loose freight consolidation
shipments to Australia and US were increased in this period.  Costs for the sea freight forwarding
operation increased 179.91% from US$1,189,043 in 2001 to US$3,328,306 in 2002.  Sea freight
cost for AGI Group was US$1,354,654, while it was US$2,133,850 for Airgate, and inter-company costs were US$160,198.  There was an abundant supply of space, especially to the US
West Coast.  During the period the gross margin decreased from 23.31% to 18.77%, but gross
profit increased 112.70%, from US$361,495 in 2001 to US$768,886 in 2002, primarily as a
result of increased volume.

Total segment overhead attributable to the sea freight operation was increased by 73.61%, from
US$148,074 in 2001 to US$257,067 in 2002.  Overall net income for sea freight operation increased
139.82%, from US$213,421 in 2001 to US$511,819 in 2002.  The increase in net income was mainly
the result of the increase in business from Airgate's operations and the improvement in the result of
AGI Group.



OTHER OPERATING EXPENSES

*****SELLING AND ADMINISTRATIVE EXPENSES*

Selling and administrative expenses increased 91.33% to US$1,873,974 in 2002 from US$979,421
in 2001.  The following factors caused the increase in expenses:

Compensation cost: On February 12, 2002 and March 9, 2002, an aggregate of 46,500 shares of
common stock were issued pursuant to the 2000 Stock Plan of Pacific CMA, Inc.  These shares
were valued at approximately US$11,625 as compensation cost.  On April 14, 2002 and May 22,
2002, an aggregate of 179,000 shares of common stock were issued pursuant to the 2000 Stock
Plan.  These shares were valued at approximately US$42,100, as compensation cost.



Overseas traveling: Expenses related to overseas traveling increased 159.29% from US$30,420 in
2001 to US$78,877 in 2002.  The increase in travel expenses was mainly due to costs attributable
to the increased trips to the US for meetings with investment bankers to discuss plans to raise
additional capital.

Salaries and allowance: Salaries and allowances for the period increased by 121.67%, from
US$413,855 in 2001 to US$917,381 in 2002.  The salaries and allowances for AGI Group were
US$613,975 for the six-month period, and were US$303,406 for Airgate for May and June of 2002.
The increase in salaries and allowances for AGI Group were primarily the result of an increase in
the number of employees in the sales and marketing department of AGI.



*DEPRECIATION AND AMORTIZATION*

Depreciation and amortization increased from US$95,571 in 2001 to US$102,893 in 2002.  The
increase in depreciation expense was attributable to additional property, plant and equipment
acquired from April 2001 onwards.  The largest amounts expended for property, plant and equipment
were for the decoration of offices, design of the I.T. system, and purchases of computer hardware
and software.

NON-OPERATING INCOME

*NET GAIN ON DISPOSAL OF A SUBSIDIARY*

On April 2, 2002, Sparkle Shipping, Godown, Wharf & Transp. Co., Ltd. was disposed of by
AGI Group.  The net gain on the disposal of this subsidiary was US$11,390.**

*INTEREST AND OTHER INCOME*

Interest and other income increased from US$35,749 in 2001 to US$53,534 in 2002.  This was due
to the interest income from loan receivables and management fee income received from third parties.



*INTEREST EXPENSES*

Interest expenses increased to US$40,117 in 2002 from US$5,549 in 2001.  The increase in interest
expenses is due primarily to the bank trust receipts, bank loans and bank overdrafts involved.



**LIQUIDITY AND CAPITAL RESOURCES**

The Company has funded its operations and capital expenditures primarily through cash flows from
operating activities.  Our management intends to consider other potential sources of liquidity and to
focus more attention on its efforts to manage working capital.

Cash used in operating activities for the period ended June 30, 2002 was US$25,820, as
compared to the cash outflow from operating activities of US$5,211 for the period ended June
30, 2001.  The cash outflow in the first six-month period of 2002 was primarily the result of a
combination of two factors.  During the period we made prompt payment of monies owed to our
vendors (accounts payable).  This is reflected in the fact that during the period we reduced our
outstanding accounts payable by US$302,727, or a total of 4.50% as compared to outstanding
accounts payable as of June 30, 2001.  In addition, there was a cash outflow of US$972,806 for
deposits, prepayments and other items for the first six-month period of 2002.

Net cash used in investing activities was US$2,478,526 in 2002, as compared to net cash used in
investing activities of US$317,792 during the year of 2001.  The most significant investing
transaction was the acquisition of an 81% interest in Airgate on April 30, 2002, for a cost of
US$2,973,617.

Net cash obtained from financing activities was US$98,232 in the first six-month period of 2001,
as compared to US$2,835,465 for the period of 2002.  The cash obtained in 2002 was due to an
increase of additional paid-in capital of US$1,360,000.  In the same period of 2002, there were
inceptions of loans from a bank.  There were also bank overdrafts withdrawn from our bankers
amounting to US$836,999.

We had cash and cash equivalents on hand of US$2,263,507 at the beginning of 2002, as compared
to cash and cash equivalents on hand of US$2,345,816 at the beginning of 2001.  We had an overall
increase of US$331,119 of cash and cash equivalents on hand as of the end of the second quarter of
2002, and we had a total of US$2,596,672 of cash and cash equivalents on hand as of June 30, 2002,
as compared to US$2,117,433 as of June 30,2001.  Management intends to rely primarily on cash
flow from operations for short-term liquidity, and believes that we have adequate liquidity to satisfy
our cash needs for the twelve months following June 30, 2002.



We can obtain additional liquidity through further negotiation of short-term loans from banks and
other sources to satisfy our short-term funding needs.  Banking facilities totaling US$4.27 million
were granted by four banks in Hong Kong.  These banking facilities are intended to assist in
satisfying short-term funding needs, including overdraft protection and revolving lines of credit.



If it is necessary to do so in order to satisfy our long term funding needs, we believe we will be able
to obtain long-term bank financing..

**OTHER RISK FACTORS**



The Company's ability to provide service to its customers is highly dependent on good working
relationships with a variety of entities such as airlines, steamship carriers and governmental agencies.



Changes in space allotments available from carriers, governmental deregulation efforts, regulations
governing the Company's products, and/or the international trade and tariff environment could affect
the Company's business in unpredictable ways.

Management believes the Company's business has not been significantly or adversely affected by
inflation in the past.  Historically, the Company has generally been successful in passing cost
increases to its customers by means of price increases.  However, competitive market place
conditions could impede the Company's ability to pass on future cost increases to customers and
could erode the Company's operating margins.



The Company continues to assess and improve financial controls.  The Company has negotiated
successfully with its banks to get credit facilities for future financial needs.



Additional risks and uncertainties include:

1.	Governmental deregulation efforts, regulations governing the Company's products and/or
the international trade and tariff environment adversely affecting our ability to provide
services to customers.

2.	Competitive marketplace conditions impeding the ability of the Company to pass future
cost increases to customers.

3.	Dependence of the Company on international trade resulting from favorable worldwide
economic conditions.

4.	Dependence of the Company on retention and addition of significant customers.

5.	The ability to recruit and retain skilled employees in a tight labor market.

6.	The ability of the Company to develop and implement information systems to keep pace
with the increasing complexity and growth of the Company's business.

7.	The US domestic economy has been in recession or a period of slow growth.  As a result,
the number of purchase orders from the US dropped for a period of time.  This resulted
in decreased traffic volume for the business of freight forwarding.

8.	Af ter the September 11 terrorist attacks in ther US, airlines charged additional costs, such
as fuel surcharges, insurance surcharges and war risk surcharges.  As a result,
transportation costs for shippers and consignees have increased, because we pass most of
these additional costs through to freight payers. This reduces the shipping incentive of
customers, and results in an increase in the rate of order cancellation.

PART II

ITEM 1.   LEGAL PROCEEDINGS

From time to time, the Company may become involved in legal proceedings occurring
in the ordinary  course of business.  Subject to the uncertainties inherent in any
litigation, the Company believes that there are no pending or threatened proceedings
that are reasonably likely to result in a material adverse change in it's financial
condition or operations.

ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.

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

No matters were submitted to a vote of the security holders of the Company during the
second quarter ending June 30, 2002.

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K.

(a)	Exhibits 99.1 and 99.2**,** CEO AND CFO CERTIFICATION PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002****are filed herewith.

(b)	One report on Form 8-K was filed during the quarter ended June 2002.  The
report was dated April 30, 2002, and was filed to report the acquisition of an
81% interest in Airgate International Corporation.  This report on Form 8-K
did not contain any financial statements.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

******PACIFIC CMA, INC.**



By:/S/ ALFRED LAM

Alfred Lam, Chairman, Treasurer and Director

By:/S/ SCOTT TURNER

Scott Turner, President and Director

By:/S/ LOUISA CHAN

Louisa Chan, Director

Date: August 14, 2002



Exhibit 99.1
PACIFIC CMA, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pacific CMA, Inc. (the "Company") on
Form 10-QSB for the period ending June 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Scott Turner, President and
a Director of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant
to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.

By:/S/ SCOTT TURNER

Scott Turner, President and Director
Date:August 14, 2002

Exhibit 99.2
PACIFIC CMA, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pacific CMA, Inc. (the "Company") on
Form 10-QSB for the period ending June 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I,Alfred Lam, Chairman,
Treasurer, and a Director, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant
to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.



By:/S/ ALFRED LAM

Alfred Lam, Chairman, Treasurer and Director
Date: August 14, 2002