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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-QSB/A

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(Mark One)

| | [x] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
| | --- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2000 or

| | [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from______________to______________

0-27653(Commission file number)

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PACIFIC CMA, INC.(Exact name of registrant as specified in its charter)

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| | Colorado
(State or other jurisdiction of
incorporation or organization) |  | 84-1475073
(I.R.S. Employer
Identification Number) | 
| | ----------------------------------------------------------------------- |  | -------------------------------------------------- | 

| | 7331 South Meadow CourtBoulder, Colorado
(Address of principal executive offices) |  | 80301
(Zip code) | 
| | --------------------------------------------------------------------------------- |  | ---------------- | 

(303) 530-3353(Registrants telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 September 30, 2000, the following shares of common were outstanding:  Common Stock, no par value, 21,800,000 shares.

Transitional Small Business Disclosure Format (Check one):Yes [  ] No [x]

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PART I. FINANCIAL INFORMATION Item 1.   Financial Information and Exhibits (a)   The unaudited financial statements of registrant for the nine months ended September 30, 2000, 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. PACIFIC CMA, INC.FINANCIAL STATEMENTSQuarter Ended September 30, 2000 PageIndex to Financial Statements:Balance Sheet
  3 Statements of Operations
  4Statements of Cash Flows
  6Notes to Financial Statements
  8 2   PACIFIC CMA, INC.BALANCE SHEET(Unaudited)
September 30,2000ASSETSCurrent Assets:Cash and Cash Equivalents
  
  $1,246,839Trade Receivables
  
  2,754,886Deposits, Prepayment and Other Debtors (Note 4)
  
  763,851Bills Receivable (Note 6)
  
  284,386Total current assets
  
  5,049,962Goodwill (Note 3)
  
  265,962Property, Plant and Equipment (Note 5)
  
  238,217Total Assets
  
  $5,554,141LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Trade Payables
  
  1,552,118Accrued Charges and Other Creditors
  
  27,758Amount Due to a Director (Note 7)
  
  193,242Obligations under Hire Purchase Contracts (Note 10)
  
  88,036Income Tax Payable
  
  238,080Total Current Liabilities
  
  2,099,234Deferred Taxes
  
  6,610Total Liabilities
  
  $2,105,844Stockholders EquityCommon stock, no par value;   100,000,000 shares authorized;   20,400,000 shares issued and outstanding (Note 11)
  
  1,962,277Reserves (Note 2)
  
  1,486,020Total Stockholders Equity
  
  3,448,297Total Liabilities and Stockholders Equity
  
  $5,554,141The accompanying notes are an integral part of the financial statements.

3PACIFIC CMA, INC.STATEMENT OF OPERATIONS(Unaudited)
For the ThreeMonths EndedSeptember 30,2000
  
  For the ThreeMonths EndedSeptember 30,1999Operating Revenue
  
  $3,435,058
  
  $2,442,620Operating Expenses:Cost of Forwarding
  
  (2,832,313
  )
  (2,119,400
  )Salaries and Bonus
  
  (174,596
  )
  (156,577
  )Rent and Related Expenses
  
  (43,752
  )
  (18,457
  )Depreciation
  
  (27,732
  )
  (10,000
  )Other Selling and Administrative Expenses
  
  (199,525
  )
  (137,226
  )Total Operating Expenses
  
  $(3,277,918
  )
  $(2,441,660
  )Financial Expenses (Note 1)
  
  (2,377
  )
  (451
  )Total Expenses
  
  (3,280,295
  )
  (2,442,111
  )Net Income from Operations
  
  154,763
  
  509Non-Operating Income:Bank Interest
  
  15,590
  
  3Other Income
  
  27,920
  
  150Total Non-Operating Income
  
  $43,510
  
  $153Non-Operating Expenses:Compensation Expensesfor stock granted (Note 9)
  
  (39,200
  )
  0Income before Income Taxes
  
  159,073
  
  662Provision for Income Taxes (Note 8)
  
  (25,451
  )
  (105
  )Profit Attributable to Stock (Note 2)
  
  $133,622
  
  $557Earnings Per Share
  
  $0.0066
  
  $0.00004Weighted Average Number of Shares
  
  20,133,333
  
  15,000,000The accompanying notes are an integral part of the financial statements.

4PACIFIC CMA, INC.STATEMENT OF OPERATIONS(Unaudited)
For the NineMonths EndedSeptember 30,2000
  
  For the NineMonths EndedSeptember 30,1999Operating Revenue
  
  $9,891,863
  
  $6,393,159Operating Expenses:Cost of Forwarding
  
  (7,721,428
  )
  (5,331,060
  )Salaries and Bonus
  
  (560,006
  )
  (335,208
  )Rent and Related Expenses
  
  (139,480
  )
  (47,744
  )Depreciation
  
  (62,317
  )
  (23,743
  )Other Selling and Administrative Expenses
  
  (512,718
  )
  (422,634
  )Total Operating Expenses
  
  (8,995,949
  )
  (6,160,389
  )Financial Expenses (Note 1)
  
  (3,677
  )
  (452
  )Total Expenses
  
  (8,999,626
  )
  (6,160,841
  )Net Income from Operations
  
  892,237
  
  232,318Non-Operating Income:Bank Interest
  
  25,854
  
  2,548Other Income
  
  20,255
  
  502Total Non-Operating Income
  
  $46,109
  
  $3,050Non-Operating Expenses:Compensation Expensesfor stock granted (Note 9)
  
  (39,200
  )
  0Income before Income Taxes
  
  899,146
  
  235,368Provision for Income Taxes (Note 8)
  
  (143,863
  )
  (37,659
  )Profit Attributable to Stock (Note 2)
  
  $755,283
  
  $197,709Earnings Per Share
  
  $0.0377
  
  $0.0132Weighted Average Number of Shares
  
  20,044,444
  
  15,000,000The accompanying notes are an integral part of the financial statements.

5PACIFIC CMA, INC.STATEMENTS OF CASH FLOW(Unaudited)
For the ThreeMonths EndedSeptember 30,2000
  
  For the Three Months EndedSeptember 30,1999Cash Flow from Operating Activities:Net Income
  
  $159,073
  
  $662Adjustments to Reconcile Net Income to Net CashProvided (Used) by Operating Activities:Depreciation
  
  27,732
  
  10,000Loss on Disposal of Property, Plant and Equipment
  
  464
  
  1,538Stock Granted
  
  39,200
  
  0Changes in Working Capital:Trade Receivables
  
  (207,577
  )
  (72,180
  )Deposits, Prepayments and Other Debtors
  
  937,277
  
  (50,268
  )Due from Other Related Parties
  
  0
  
  (173,110
  )Advances from a Director
  
  360,537
  
  298,341Trade Payables
  
  139,203
  
  (45,373
  )Accrued Charges and Other Creditors
  
  7,804
  
  (13,191
  )Provision for Bonus
  
  0
  
  17,307Net Cash Used in Operating Activities
  
  $1,463,713
  
  $(26,274
  )Taxation:Overseas Tax Paid
  
  (34,523
  )
  0Cash Flow from Investing Activities:Purchase of Subsidiaries
  
  (223,975
  )
  0Acquisition of Property, Plant and Equipment
  
  (24,870
  )
  (57,084
  )Sales Proceeds from Disposal of Property, Plant and Equipment
  
  95
  
  1,154Net Cash Used in Investing Activities
  
  $(248,750
  )
  $(55,930
  )Cash Flow from Financing Activities:Capital Element of Hire Purchase Payments
  
  (8,334
  )
  (1,229
  )Net Cash Provided by Financing Activities
  
  (8,334
  )
  (1,229
  )Net Decrease in Cash and Cash Equivalents
  
  1,172,106
  
  (83,433
  )Cash and Cash Equivalents at Beginning of Period
  
  74,733
  
  101,492Cash and Cash Equivalents at End of Period
  
  $1,246,839
  
  $18,059The accompanying notes are an integral part of the financial statements.

6PACIFIC CMA, INC.STATEMENTS OF CASH FLOW(Unaudited)
For the NineMonths EndedSeptember 30,2000
  
  For the NineMonths EndedSeptember 30,1999Cash Flow from Operating Activities:Net Income
  
  $899,146
  
  $235,368Adjustments to Reconcile Net Income to Net CashProvided (Used) by Operating Activities:Depreciation
  
  62,317
  
  23,743Loss on Disposal of Property, Plant and Equipment
  
  464
  
  1,538Stock Granted
  
  39,200
  
  0Changes in Working Capital:Trade Receivables
  
  (951,068
  )
  19,692Deposits, Prepayments and Other Debtors
  
  (846,749
  )
  (59,538
  )Due from Other Related Parties
  
  385,329
  
  (480,675
  )Advances from a Director
  
  245,272
  
  236,756Trade Payables
  
  511,957
  
  (275,722
  )Accrued Charges and Other Creditors
  
  (87,329
  )
  31,848Provision for Bonus
  
  0
  
  30,128Net Cash Used in Operating Activities
  
  $258,539
  
  $(236,862
  )Taxation:Overseas Tax Paid
  
  (38,269
  )
  0Cash Flow from Investing Activities:Purchase of Subsidiaries
  
  (265,412
  )
  0Acquisition of Property, Plant and Equipment
  
  (42,752
  )
  (160,427
  )Sales Proceeds from Disposal of Property, Plant and Equipment
  
  95
  
  1,154Net Cash Used in Investing Activities
  
  $(308,069
  )
  $(159,273
  )Cash Flow from Financing Activities:Capital Element of Hire Purchase Payments
  
  (18,038
  )
  (1,229
  )Issue of Shares
  
  1,282,051
  
  0Net Cash Provided by Financing Activities
  
  1,264,013
  
  (1,229
  )Net Decrease in Cash and Cash Equivalents
  
  1,176,214
  
  (397,364
  )Cash and Cash Equivalents at Beginning of Period
  
  70,625
  
  415,423Cash and Cash Equivalents at End of Period
  
  $1,246,839
  
  $18,059The accompanying notes are an integral part of the financial statements.

7PACIFIC CMA, INC.NOTES TO FINANCIAL STATEMENTSSeptember 30, 2000
For the ThreeMonths EndedSeptember 30,2000
  
  For the NineMonths EndedSeptember 30,20001. Financial ExpensesHire purchase interest
  
  $2,377
  
  $3,677September 30,20002. ReservesAccumulated profit at 1/1/00
  
  $730,737Profit for the period 1/1/009/30/00
  
  $755,283Accumulated profit at 9/30/00
  
  $1,486,0203. Goodwill
On January 3, 2000, AGI Logistics (Hong Kong) Limited, a Hong Kong corporation (AGI), acquired 100% of the equity interests in Sparkle
Shipping, Godown, Wharf & Transp. Co., Limited and Guangzhou Huasheng International Forwarding Limited for consideration of HK$100,000 for each entity.
The amount of goodwill that arose from these acquisitions is as follows:
Sparkle Shipping, Godown, Wharf & Transp. Co., Limited
  $34,312Guangzhou Huasheng International Forwarding Limited
  7,675$41,987Pursuant to the Stock Exchange Agreement dated July 25, 2000 (and effective August 28, 2000), Buller Services Corporation, a British Virgin Islands
International Business Company (Buller), exchanged 100% of the issued and outstanding shares of AGI for 8,000,000 newly issued shares of Pacific CMA, Inc. (the Company). As a result, AGI became a wholly owned subsidiary of the
Company.
The amount of goodwill that arose from this reverse acquisition is as follows:
AGI
  $223,975Total goodwill
  $265,9624. Deposits, Prepayment And Other Debtors
Temporary receivable
  $9,617Short-term loan receivable
  651,709Rental and utility deposits
  75,034Prepayment
  27,491$763,851Short-term loan receivable is unsecured, interest bearing at 10% per annum and with a 3-month term of repayment. The loan had been settled before
November 15, 2000.
85. Property, Plant and Equipment
AGI
  
  GuangzhouHuasheng
  
  SparkleShipping
  
  TotalOffice equipment
  
  $68,110
  
  5,563
  
  5,236
  
  78,909Furniture and fixtures
  
  115,883
  
  1,791
  
  296
  
  117,970Motor vehicles
  
  66,194
  
  
  
  87,179
  
  153,373Leasehold improvement
  
  
  
  841
  
  172
  
  1,013Less: Accumulated
  
  (101,672
  )
  (2,258
  )
  (9,118
  )
  (113,048
  )DepreciationNet book value
  
  $148,515
  
  5,937
  
  83,765
  
  238,2176. Bills Receivable
Bills receivable represent checks which have not been presented for payment at the period end and subsequently cleared in October 2000.
7. Amount Due To A Director
The balance due to a director is unsecured, interest-free and with no fixed date of repayment.
8. Taxation
Overseas tax has been provided at a rate of 16% on the Companys estimated assessable profits for the period. The charge comprises of Hong Kong
profits tax of US$143,863.
9. Compensation Expenses
Compensation expenses represent the fair market value of 400,000 shares of the Companys common stock granted to six consultants to the Company
on September 1, 2000. The Companys board of directors determined that fair market value was $0.098 per share, for an aggregate value of $39,200.
10. Obligations Under Hire Purchase Contracts
Hire purchase contracts represent the finance leases for purchasing fixed assets by monthly installments.
11. Share Capital
20,000,000 shares @ $0.0961 per share
  $1,923,077400,000 shares granted @ $0.098 per share
  $39,200$1,962,27712. Basis of Presentation
The financial statements of the Company for the three and nine months ended September 30, 2000 are unaudited. Certain information and note
disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. These financial statements should be read in conjunction with the audited financial statements and notes
thereto included in the Companys Current Report on Form 8-K filed August 30, 2000. In the opinion of management, the financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial
position of the Company for the periods presented. The interim operating results may not be indicative of operating results for the full year or for any other interim periods.
13. The Company
The Company was incorporated on August 12, 1998 according to the laws of the state of Colorado. Prior to the transactions described in the
immediately following paragraph, the Company had been in the development stage and primarily engaged in administrative functions.
9Pursuant to a Stock Exchange Agreement, effective August 28, 2000, the Company completed a transaction whereby AGI became a wholly owned subsidiary
of the Company. The transaction was recorded as a reverse acquisition where AGI was considered to be the accounting acquirer, as AGIs parent company, Buller, and Bullers sole shareholder (who is the president of AGI) had control of
the combined entity after the transactions were completed.
Since the Company is a holding company and its operations as of September 30, 2000 have been insignificant, the Company has presented only AGIs
results of operations for the current quarter and for prior quarters. In addition, consolidated pro forma financial statements as of and for the period ended September 30, 2000 are not presented here.
Principles Of ConsolidationThe consolidated financial statements include the accounts of AGI and AGIs wholly owned and operating subsidiaries, Guangzhou Huasheng
International Forwarding and Sparkle Shipping, Godown, Wharf & Transp. Co., Ltd. All significant intercompany balances and transactions have been eliminated in consolidation.
Name
  
  Date andPlace ofIncorporation
  
  Issued and FullyPaid Capital
  
  RegisteredShare Capital
  
  PrincipalActivitiesAGI
  
  Hong Kong
  
  1,923,077
  
  1,923,077
  
  Freight8/12/98
  
  (HK$15,000,000
  )
  (HK$15,000,000
  )
  ForwardingSubsidiaries of AGI:Guangzhou
  
  Hong Kong
  
  128,205
  
  128,205
  
  FreightHuasheng
  
  12/2/98
  
  (HK$1,000,000
  )
  (HK$1,000,000
  )
  ForwardingSparkle
  
  Hong Kong
  
  641,026
  
  641,026
  
  FreightShipping
  
  June 2, 1999
  
  (HK$5,000,000
  )
  (HK$5,000,000
  )
  ForwardingRisks And UncertaintiesThe Company has a limited operating history on which an evaluation of its business and prospects can be based. Although the Company has generated net
income for the nine months ended September 30, 2000, there is no assurance that the Company will continue to generate income in the future. Management believes that its positive cash balance of $1,246,839 and revenues projected to be generated will be
sufficient to fund its operations for the next 12 months. In the event the Company does not generate sufficient funds to operate the business, there is no assurance that the Company will be able to obtain the needed funds, or that such funds, if
available, will be obtained on terms satisfactory to the Company.
Foreign Currency AdjustmentThe functional currency of AGI is the Hong Kong Dollar. However, the Company uses the peg rate of US$1:HK$7.8 to record its transactions on its
financial statements. Accordingly, no material foreign currency adjustments are required in the Companys financial statements.
Earnings Per ShareThe Company has adopted Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings Per Share.  Under SFAS 128,
basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic
earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
10Recent Accounting PronouncementsThe FASB issued Statement of Financial Accounting Standards No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging
Activities.  SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives
as either assets or liabilities on the balance sheet at their fair value. This statement, as amended by SFAS 137, is effective for financial statements for all fiscal quarters to all fiscal years beginning after June 15, 2000. The Company does not expect
the adoption of this standard to have a material impact on its results of operations, financial position or cash flows as it currently does not engage in any derivative or hedging activities.
In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) 101, Revenue Recognition, which outlines
the basic criteria that must be met to recognize revenue and provides guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with the Securities and Exchange Commission. The effective
date of this pronouncement is the fourth quarter of the fiscal year beginning after December 15, 1999. The Company believes that adopting SAB 101 will not have a material impact on the Companys financial position and results of operation.
In March 2000, the FASB issued FASB Interpretation No. 44 (FIN 44), Accounting for Certain Transactions Involving Stock
Compensation, an interpretation of APB Opinion No. 25 (APB 25). FIN 44 clarifies the application of APB 25 for (a) the definition of employee for purposes of applying APB 25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequence for various modification to the terms of a previously fixed stock option or award, and (d) the accounting for an exchange of stock compensation award in a business combination. FIN 44 is effective July
1, 2000, but certain provisions cover specific events that occur after either December 15, 1998, or January 12, 2000. The Company believes that adopting FIN 44 will not have a material impact on the financial statements.
14. Stockholders Equity
Preferred StockThe Companys articles of incorporation authorize up to 10,000,000 shares of preferred stock, no par value per share. As of September 30, 2000,
no preferred shares have been designated or issued.
Common StockThe Companys articles of incorporation authorize up to 100,000,000 shares of common stock, no par value per share. From the Companys date
of inception to August 28, 2000, the Company had issued an aggregate of 12,000,000 shares of common stock.
On August 28, 2000, the Company issued 8,000,000 shares of its common stock in exchange for all 15,000,000 outstanding shares of AGI in a transaction
known as a reverse acquisition.
On September 1, 2000, the Company issued 400,000 shares of its common stock to certain consultants for services rendered valued at $39,200, subject
to the Companys right to repurchase the shares as follows: If the consultant is not performing services for the Company through and including June 1, 2000, then two-thirds of the shares may be repurchased; if the consultant is not performing
services for the Company through and including March 1, 2001, one-third of the shares may be repurchased.
Stock OptionsFrom time to time, the Company may issue stock options pursuant to various agreements with other compensatory arrangements. Under the terms of
various employment agreements with employees, the Company issued options to purchase 200,000 shares of the Companys common stock at an exercise price of $0.098 (the estimated fair market value on the date of grant was $0.098). The options vest over
an 18-month period from the date of grant and expire on August 31, 2005.
11Item 2.   Managements Discussion And Analysis Or Plan Of Operation
GeneralPacific CMA, Inc. (the Company) was formed as a blind pool or blank check company, whose business plan was to
seek to acquire a business opportunity through completion of a merger, exchange of stock, or other similar type of transaction. On August 28, 2000, the Company carried out its business plan by acquiring AGI Logistics (Hong Kong) Limited, a Hong Kong
corporation (AGI). The acquisition was brought about by transactions that are memorialized in two agreements:
(1)   Stock Purchase Agreement, by and among Lam King Ko, Alfred (Mr. Lam) and by Dean F. Sessions, Grant W. Peck,
Gary S. Joiner, Mark DiSalvo, John Stearns, Richard Stearns, Scott Olson, and Jay Lutsky (collectively, the Selling Stockholders). Pursuant to the terms of the Stock Purchase Agreement, Mr. Lam purchased 9,000,000 shares of the
Companys common stock from the Selling Stockholders.
(2)   Stock Exchange Agreement, by and between the Companys then-current management and an authorized representative of Buller
Services Corporation, a British Virgin Islands International Business Company (Buller). Mr. Lam is the sole beneficial owner of Buller, which, prior to the Stock Exchange Agreement becoming effective, was the sole shareholder of AGI.
Pursuant to the terms of the Stock Exchange Agreement, the Company acquired 15,000,000 shares of AGIs common stock from Buller, and, in exchange, the Company issued 8,000,000 shares of its common stock to Buller. AGI became a wholly owned subsidiary
of the Company.
AGI was incorporated in Hong Kong with limited liability on August 12, 1998, under the Hong Kong Companies Ordinance. AGI is engaged in the business
of providing international air freight, sea freight, river freight, rail freight forwarding services, local and inland trucking, and warehousing for the import and export markets in or through Hong Kong and South China to the United States, Europe, and
other areas of Asia. AGI offers full logistics services to its customers through its network of offices and warehouses, subcontractors and overseas agents.
AGIs executive office is in Hong Kong. AGI maintains the following branch offices in the PRC: Futian, Shenzhen; Yantian, Shenzhen; and
Guangzhou. There are currently 47 employees in AGIs Hong Kong office; seven employees in the Futian, Shenzhen, office; seven employees in the Yantian, Shenzhen, office; and 18 employees in the Guangzhou office. AGI has also entered into agency
agreements with 104 freight-forwarding companies worldwide.
AGI has two wholly owned subsidiaries that are also engaged in the freight forwarding business: Guangzhou Huasheng International Forwarding Ltd. and
Sparkle Shipping, Godown, Wharf & Transp. Co. Ltd.
The Company expects to continue, and, if appropriate, expand, the existing business operations of AGI.
Results of Operations
For the Nine Months Ended September 30, 2000For the nine months ended September 30, 3000, the Companys net income increased to $755,283, representing an increase of $557,574 from the
corresponding 1999 period. This increase in net income is a direct result of the increase in operating in revenue, which is primarily attributable to Guangzhou Huasheng and Sparkle Shipping penetrating the logistics market in China. AGI acquired these two
entities in January 2000.
The Companys operating expenses also increased during this period. Salaries and bonus expenses increased by $224,798 to $560,006 due to
recruitment of additional employees to develop overseas logistics markets. Rent and related expenses increased by $91,736 to $139,480, due to the acquisition of additional office space to accommodate the Companys expansion in operations. Other
selling, general and administrative expenses increased by $90,084 to $512,718, the majority of which increase is due to an increase in marketing, promotional and communications expenses and other overhead costs in connection with the expansion of the
Companys business in Asia and overseas. Notwithstanding these increases, the Companys gross profit increased by $1,108,336 to $2,170,435 from the corresponding 1999 period.
12For the Three Months Ended September 30, 2000For the three months ended September 30, 2000, the Companys net income increased to $133,622, representing an increase of $133,065 from the
corresponding 1999 period. This increase in net income is attributable to the same factors discussed above for the nine-month period.
The Companys operating expenses also increased during this period. Salaries and bonus expenses increased by $158,919 to $174,596 due to
recruitment of additional employees to develop overseas logistics markets. Rent and related expenses increased by $25,295 to $43,752, due to the acquisition of additional office space to accommodate the Companys expansion in operations. Other
selling, general and administrative expenses increased by $62,299 to $199,525, the majority of which increase is due to an increase in marketing, promotional and communications expenses and other overhead costs in connection with the expansion of the
Companys business in Asia and overseas. Notwithstanding these increases, the Companys gross profit increased by $279,525 to $602,745 from the corresponding 1999 period.
The Company incurred compensation expenses of $39,200 during this period due to the issuance of 400,000 shares of its common stock to six consultants
for past services rendered. This non-operating expense is not a recurring item on the Companys financial statements.
Liquidity and Capital Resources
The Company currently finances its operations primarily through available cash and cash equivalents, cash flow from operations, and issue of its
common stock. As of September 30, 2000, the Company had cash and cash equivalents of $1,246,839. The Company believes that its current cash and cash equivalents and cash flow generated from operations will provide adequate operating capital to fund its
operations at currently anticipated levels and to expand its logistic service centers through the next 12 months. The Company does not expect any material adverse change in its short-term and long-term liquidity. The Company does not have material capital
commitments.
The increase in the Companys cash position during the nine months ended September 30, 2000, was attributable to cash flows generated from
operations, issue of its common stock, and an advance from its director.
The Company has determined to expand the operations of AGI. Such expansion may require capital resources in excess of its current available
resources. To fund such expansion, the Company may seek to obtain such additional funds through private equity or debt financings. Such additional financing may result in dilution to current stockholders. There can be no assurance that any additional
financing, if required, can be obtained on terms acceptable to the Company, if at all. If additional funds are not available, the Company may be required to curtail or abandon its expansion objectives.
PART II. OTHER INFORMATION
Item 5   Other Information
On November 15, 2000, the Company dismissed its independent accountants, Comiskey & Company, P.C., of Denver, Colorado. The reports of Comiskey
& Company, P.C. for fiscal years ended December 31, 1999 and 1998, contained no adverse opinion, disclaimers of opinion nor were they modified as to uncertainty, audit scope or accounting principles. The decision to dismiss the firm of Comiskey &
Company, P.C. was made by the Board of Directors of the Company. At no time during the engagement of Comiskey & Company, P.C. as independent accountants for the Company were there disagreements, whether or not resolved, on any matter of accounting
principles or practices, financial statement or disclosure or auditing scope of procedure. On November 16, 2000, the Company provided a draft copy of its Quarterly Report on Form 10-QSB, for the period ended September 30, 2000, to Comiskey & Company,
P.C. requesting their comments on the information contained therein including the disclosures set forth in Item 5 of this Quarterly Report on Form 10-QSB. On November 16, 2000, Comiskey & Company, P.C. provided the Company with a letter stating they
agree with such information, a copy of which letter is filed as an exhibit on this Quarterly Report on Form 10-QSB.
On November 15, 2000, the Company engaged the firm of Messrs. Paul W.C. Ho & Company, C.P.A., of Hong Kong as independent accountants for
the Company. Prior to November 15, 2000, neither the Company, nor anyone on its behalf, had consulted with Messrs. Paul W.C. Ho & Company, C.P.A., concerning the accounting principles of any specific completed or contemplated transaction, any
type of audit opinion on the Companys
13financial statements nor any other material factor which might be considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue.
Effective as of December 22, 2000, the following agreements were amended by a letter agreement:
The June 1, 2000, Consulting Agreement between AGI Logistics (H.K.) and P.C.M.A., Inc.;The July 25, 2000, Stock Purchase Agreement between the Buyers listed in Exhibit A thereto and the Sellers listed in Exhibit B thereto; andThe related Promissory Notes.The term of or date for final performance of the Consulting Agreement and the Stock Purchase Agreement was extended from December 31, 2000, to May
31, 2001. The reference made in the Promissory Notes of
December 31, 2000, was modified to make reference to May 31, 2001, although the payment of the entire principal balance of the Promissory Notes remains due and payable in full three business days after NASD Regulation, Inc., grants its approval for one
of its member firms to publish bid and asked quotations for the issued and outstanding common stock of the Company.
Item 6.   Exhibits And Reports On Form 8-K
(a)   The Exhibits listed below are filed as part of this Quarterly Report.
ExhibitNumber
Description2.1
Stock Purchase Agreement, dated as of July 25, 2000, among Lam King Ko, Alfred and Dean F. Sessions, Grant W. Peck, Gary S. Joiner, Mark DiSalvo, John Stearns, Richard Stearns, Scott Olson, Jay Lutsky, and Frank
Jackson (collectively, the Selling Stockholders) (Incorporated by reference from Exhibit 2.1 to the registrants Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 30, 2000 (the August 8-K)).2.2
Promissory note of Lam King Ko, Alfred, dated as of July 25, 2000, in favor of the Selling Stockholders designated agent, in the principal amount of $45,000.00 (Incorporated by reference from Exhibit 2.2 to the
August 8-K).2.3
Stock Exchange Agreement, dated as of July 25, 2000, between Pacific CMA, Inc. and Buller Services Corporation (Incorporated by reference from Exhibit 2.3 to the August 8-K).2.4
Consulting Agreement, dated as of June 1, 2000, between AGI Logistics (Hong Kong) Limited and PCMA, Inc. (Incorporated by reference from Exhibit 2.4 to the August 8-K).2.5
Promissory note of AGI Logistics (Hong Kong) Limited, dated as of June 1, 2000, in favor of PCMA, Inc. in the principal amount of $175,000.00 (Incorporated by reference from Exhibit 2.5 to the August 8-K).2.6*
Extension Agreement, dated December 22, 2000, by and among P.C.M.A., Inc., AGI Logistics (H.K.) Ltd., Alfred Lam, Mark DiSalvo, Grant W. Peck, Frank Jackson, Dean Sessions, Gary S. Joiner, John Stearns, Jay Lutsky,
Richard Stearns, and Scott Olson.3.1
Articles of Incorporation (Incorporated by reference from Exhibit 3.1 to the registrants Registration Statement on Form 10SB/A, filed with the Securities and Exchange Commission on October 26, 1999 (the 
Registration Statement).3.2
By-laws (Incorporated by reference from Exhibit 3.2 to the Registration Statement).4.1
Specimen Stock Certificate (Incorporated by reference from Exhibit 4.1 of the Registration Statement).16.1
Letter on Change in Certifying Accountant (Incorporated by reference from Exhibit 16.1 to the registrants Quarterly Report on Form 10-QSB, filed with the Securities and Exchange Commission on November 20, 2000).27*
Financial Data Schedule______________
*
Filed herewith.14(b)   A Current Report on Form 8-K was filed by the Company on August 30, 2000. The report covered the change in control of the
Company and the acquisition of AGI on August 28, 2000, as memorialized in the Stock Purchase Agreement and the Stock Exchange Agreement. In connection with these transactions, each of the Companys then-current directors and officers resigned their
positions after having appointed the designees of Mr. Lam and Buller.
The report also covered a consulting agreement (Consulting Agreement), by and between AGI and PCMA, Inc., a Nevada corporation on June 1,
2000.
Effective as of December 22, 2000, the Stock Purchase Agreement, the Consulting Agreement, and the related Promissory Notes were amended. A copy of
the related Extension Agreement is filed with this amended Quarterly Report.
The audited financial statements as of December 31, 1999, the unaudited financial statements as of June 30, 2000, and the unaudited pro forma
financial statements as of June 30, 2000, of AGI were filed with the Current Report on Form 8-K.
Copies of the Stock Purchase Agreement, the Stock Exchange Agreement, the Consulting Agreement and other documents related to the acquisition of AGI
were filed as exhibits to the Companys Current Report on Form 8-K and are incorporated in their entirety herein. A copy of the Extension Agreement that amended the Stock Purchase Agreement, the Consulting Agreement, and the related Promissory Notes
is filed with the amended Quarterly Report. The foregoing descriptions are modified by such references.

15SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
PACIFIC CMA, INC.Date: December 29, 2000
  
  By:
  /s/ Lam King Ko, AlfredLam King Ko, AlfredPresident16EXHIBIT INDEXTO QUARTERLY REPORT ON FORM 10-QSB/AOF PACIFIC CMA, INC.
ExhibitNumber
Document2.6
Extension Agreement, dated December 22, 2000, by and among P.C.M.A., Inc., AGI Logistics (H.K.) Ltd., Alfred Lam, Mark DiSalvo, Grant W. Peck, Frank Jackson, Dean Sessions, Gary S. Joiner, John Stearns, Jay Lutsky,
Richard Stearns, and Scott Olson.27
Financial Data Schedule17