**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 September 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       | 80305     
|---------------------------------------- | ----------
|(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 September 30, 2002, there were 23,089,950 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 nine  months ended September 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 | 



PART 1	FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS

**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED BALANCE SHEETS)**

|                                   | **(Unaudited)**        |  |                   
|---------------------------------- | ---------------------- |  | ------------------
|                                   | **September 30,
2002** |  | December 31,

2001
|                                   | **$**                  |  | $                 
|**ASSETS**                         |                        |  |                   
|                                   |                        |  |                   
|**Current assets**                 |                        |  |                   
|Cash and cash equivalents          | **598,031**            |  | 841,472           
|Restricted cash                    | **2,509,618**          |  | 1,450,896         
|Trade receivables                  | **6,411,578**          |  | 3,217,839         
|Deposits, prepayments and other    | **1,401,083**          |  | 414,476           
|Loans receivable                   | **407,846**            |  | 435,385           
|Tax refundable                     | **-**                  |  | 24,453            
|                                   |                        |  |                   
|**Total current assets**           | **11,328,156**         |  | 6,384,521         
|                                   |                        |  |                   
|Property, plant and equipment, net | **329,595**            |  | 305,679           
|Goodwill                           | **4,399,768**          |  | 4,605             
|Deferred taxes                     | **297,374**            |  | 12,815            
|Loan receivable                    | **89,484**             |  | -                 
|                                   |                        |  |                   
|**Total assets**                   | **16,444,377**         |  | 6,707,620         

See notes to condensed consolidated financial statements.





**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED BALANCE SHEETS)**

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

**2002** |  | December 31,

2001
|                                                                  | **$**                           |  | $                 
|**LIABILIITES AND STOCKHOLDERS' EQUITY**                          |                                 |  |                   
|                                                                  |                                 |  |                   
|**Current liabilities**                                           |                                 |  |                   
|Bank overdrafts                                                   | **973,480**                     |  | -                 
|Trade payables                                                    | **7,970,389**                   |  | 2,683,250         
|Accrued charges and other creditors                               | **209,781**                     |  | 182,880           
|Due to directors                                                  | **676,232**                     |  | 3,675             
|Obligations under hire purchase contracts

- current portion      | **47,828**                      |  | 33,548            
|Debt maturing within one year                                     | **511,082**                     |  | 232,667           
|Tax payable                                                       | **63,521**                      |  | -                 
|                                                                  |                                 |  |                   
|**Total current liabilities**                                     | **10,452,313**                  |  | 3,136,020         
|Obligations under hire purchase contracts 

- non-current portion | **-**                           |  | 19,961            
|Due to a director                                                 | **150,000**                     |  | -                 
|Debt maturing over one year                                       | **150,000**                     |  | -                 
|                                                                  |                                 |  |                   
|**Total liabilities**                                             | **10,752,313**                  |  | 3,155,981         
|                                                                  |                                 |  |                   
|**Stockholders' equity**                                          |                                 |  |                   
|Common stock with no par value                                    | **51,165**                      |  | 51,165            
|Additional paid-in capital                                        | **3,204,293**                   |  | 1,786,718         
|Other comprehensive loss                                          | **(8,325)**                     |  | (8,325)           
|Retained earnings                                                 | **2,444,931**                   |  | 1,722,081         
|                                                                  |                                 |  |                   
|******Total stockholders' equity**                                | **5,692,064**                   |  | 3,551,639         
|                                                                  |                                 |  |                   
|**Total liabilities and stockholders' equity**                    | **16,444,377**                  |  | 6,707,620         

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS)**

| | **(Unaudited)**

**Nine months ended
September 30,** |  | **(Unaudited)**

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

|                                                                               | **2002**         |  | 2001        |  | **2002**         |  | 2001       
|------------------------------------------------------------------------------ | ---------------- |  | ----------- |  | ---------------- |  | -----------
|                                                                               | **$**            |  | $           |  | **$**            |  | $          
|                                                                               |                  |  |             |  |                  |  |            
|******Freight forwarding income**                                              | **31,039,968**   |  | 8,743,810   |  | **17,330,804**   |  | 3,523,067  
|                                                                               |                  |  |             |  |                  |  |            
|******Operating expenses**                                                     |                  |  |             |  |                  |  |            
|Cost of forwarding                                                             | **(25,963,970)** |  | (6,855,183) |  | **(14,719,498)** |  | (2,901,472)
|Selling and administrative expenses                                            | **(3,843,125)**  |  | (1,560,963) |  | **(1,966,707)**  |  | (586,540)  
|Depreciation and amortization                                                  | **(150,836)**    |  | (148,861)   |  | **(47,943)**     |  | (53,291)   
|                                                                               |                  |  |             |  |                  |  |            
|Total operating expenses                                                       | **(29,957,931)** |  | (8,565,007) |  | **(16,734,148)** |  | (3,541,303)
|                                                                               |                  |  |             |  |                  |  |            
|**Income (loss) from operations**                                              | **1,082,037**    |  | 178,803     |  | **596,656**      |  | (18,236)   
|                                                                               |                  |  |             |  |                  |  |            
|**Non-operating income**                                                       |                  |  |             |  |                  |  |            
|Net gain on disposal of a subsidiary                                           | **11,390**       |  | 19,280      |  | **-**            |  | -          
|Interest and other income                                                      | **96,179**       |  | 49,725      |  | **42,646**       |  | 13,976     
|Interest expense                                                               | **(61,020)**     |  | (7,439)     |  | **(23,347)**     |  | (1,890)    
|                                                                               |                  |  |             |  |                  |  |            
|Net non-operating income                                                       | **46,549**       |  | 61,566      |  | **19,299**       |  | 12,086     
|                                                                               |                  |  |             |  |                  |  |            
|**Income (loss) before income taxes**                                          | **1,128,586**    |  | 240,369     |  | **615,955**      |  | (6,150)    
|                                                                               |                  |  |             |  |                  |  |            
|Provision for income taxes                                                     | **(405,736)**    |  | (60,717)    |  | **(285,239)**    |  | (21,274)   
|                                                                               |                  |  |             |  |                  |  |            
|**Net income (loss)**                                                          | **722,850**      |  | 179,652     |  | **330,716**      |  | (27,424)   
|                                                                               |                  |  |             |  |                  |  |            
|**Other comprehensive (loss) income**                                          |                  |  |             |  |                  |  |            
|Foreign currency translation adjustments                                       | **-**            |  | (5,395)     |  | **-**            |  | 17         
|                                                                               |                  |  |             |  |                  |  |            
|**Comprehensive income (loss)**                                                | **722,850**      |  | 174,257     |  | **330,716**      |  | (27,407)   
|                                                                               |                  |  |             |  |                  |  |            
|**Net income per share**                                                       |                  |  |             |  |                  |  |            
|                                                                               |                  |  |             |  |                  |  |            
|Weighted average number of shares
outstanding                                  |                  |  |             |  |                  |  |            
|Basic                                                                          | **22,240,636**   |  | 20,808,998  |  | **23,198,312**   |  | 20,990,691 
|                                                                               |                  |  |             |  |                  |  |            
|Diluted                                                                        | **22,364,867**   |  | 21,008,998  |  | **23,322,543**   |  | 21,190,691 
|                                                                               |                  |  |             |  |                  |  |            
|******Net income (loss) per share of common
stock**

******Basic and Diluted** | ******0.03**     |  | 0.01        |  | ****0.01         |  | (0.01)     

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

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

| |  |  | **(unaudited)**

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

September 30,
2001
| |  |  | ------------------------------------------- |  | -------------------------------
| |  |  | **$**                                       |  | $                              

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

| | Net income |  | **722,850** |  | 179,652
| | ---------- |  | ----------- |  | -------

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

| | **(used in) operating activities**                |             |  |        
| | ------------------------------------------------- | ----------- |  | -------
| | Depreciation and amortization                     | **150,836** |  | 148,861
| | Loss on disposal of property, plant and equipment | **6,773**   |  | 15,040 

| | Net gain on disposal of a subsidiary |  | **(11,390)** |  | (19,280)
| | ------------------------------------ |  | ------------ |  | --------
| | Compensation cost                    |  | **57,575**   |  | 31,680  

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

| | Tax refundable    |  | **24,453** |  | 754     
| | ----------------- |  | ---------- |  | --------
| | Deposits received |  | **-**      |  | (12,363)

| | Accounts receivable             | **(1,295,696)** |  | (74,057) 
| | ------------------------------- | --------------- |  | ---------
| | Deposits, prepayments and other | **(822,769)**   |  | (177,193)

| | Deferred taxes   |  | **276,638**   |  | (31,048) 
| | ---------------- |  | ------------- |  | ---------
| | Accounts payable |  | **1,454,337** |  | (715,652)

| | Accrued charges and other creditors | **(185,086)** |  | 278,574
| | ----------------------------------- | ------------- |  | -------

| | Bill payable |  | **-**      |  | 235,021
| | ------------ |  | ---------- |  | -------
| | Tax payable  |  | **63,521** |  | 68,400 

|                                                        |             |  |         
|------------------------------------------------------- | ----------- |  | --------
|**Net cash provided by (used in) operating activities** | **442,042** |  | (71,611)

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

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

| | Loan receivable |  | **28,628** |  | (115,385)
| | --------------- |  | ---------- |  | ---------

| | Due from (to) other related parties                           | **-**         |  | (604,664)
| | ------------------------------------------------------------- | ------------- |  | ---------
| | Acquisition of property, plant and equipment                  | **(129,246)** |  | (170,941)
| | Sales proceeds from disposal of a subsidiary                  | **125,320**   |  | 149,888  
| | Sales proceeds from disposal of property, plant and equipment | **15,000**    |  | 14,668   
| | Acquisition of a subsidiary                                   | **(300,000)** |  | -        

|**Net cash used in investing activities** | **(260,298)** |  | (726,434)
|----------------------------------------- | ------------- |  | ---------

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

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

| | Restricted cash                           | **(1,078,722)** |  | (1,458,179)
| | ----------------------------------------- | --------------- |  | -----------
| | Fixed deposits                            | **(326)**       |  | (1,196)    
| | Inception of new hire purchase contracts  | **28,205**      |  | 62,821     
| | Capital element of hire purchase payments | **(24,003)**    |  | (55,841)   
| | Advance to a director                     | **(159,147)**   |  | (115,248)  
| | Repayment of unsecured bank loan          | **-**           |  | (14,102)   
| | Inception of other loans                  | **40,027**      |  | -          
| | Capital element of other loan payments    | **(211,612)**   |  | -          
| | Bank overdrafts                           | **959,862**     |  | 115,434    
| | Additional paid-in capital                | **-**           |  | 123,325    
| | Unsecured bank loan                       | **-**           |  | 89,744     

|                                          |               |  |            
|----------------------------------------- | ------------- |  | -----------
|**Net cash used in financing activities** | **(445,716)** |  | (1,253,242)

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

|Net decrease in cash and cash equivalents | **(263,972)** |  | (2,051,287)
|----------------------------------------- | ------------- |  | -----------

|**Exchange difference** | **** | **205** |  | (8,309)
|----------------------- | ---- | ------- |  | -------

|**Cash and cash equivalents at beginning of period** | **812,611** |  | 2,318,151
|---------------------------------------------------- | ----------- |  | ---------
|                                                     |             |  |          
|**Cash and cash equivalents at end of period**       | **548,844** |  | 258,555  

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 September 30,
2002 and for the nine months and three months ended September 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 nine months and three months ended
September 30, 2002 and 2001, and cash flows for the nine months ended September 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.

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**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 nine months and three months ended
September 30, 2002 and 2001 are presented in the following table:

| |  | (Unaudited)

nine months ended September 30, |  | (Unaudited)

three months ended September 30,
| |  | -------------------------------------------- |  | ---------------------------------------------

|                                          |  | **2002**    |  | 2001    |  | **2002**    |  | 2001    
|----------------------------------------- |  | ----------- |  | ------- |  | ----------- |  | --------
|                                          |  | **$**       |  | $       |  | **$**       |  | $       
|                                          |  |             |  |         |  |             |  |         
|Net income (loss)                         |  | **722,850** |  | 179,652 |  | **330,716** |  | (27,424)
|**Other comprehensive income
(loss)**     |  |             |  |         |  |             |  |         
|Foreign currency 	translation adjustments |  | ****-       |  | (5,395) |  | ****-       |  | 17      
|                                          |  |             |  |         |  |             |  |         
|Comprehensive income (loss)               |  | **722,850** |  | 174,257 |  | **330,716** |  | (27,407)

**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)

Nine Months Ended September 30, |  | **(unaudited)

**Three Months Ended September 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**
| | -------------- |  | -------------------- |  | -------------------- |  | -------------- |  | -------------- |  | -------------------- |  | ---------- |  | -------------------- |  | ---------------------- |  | ---------- |  | ---------- |  | ----------------------

|                                                                       | *****$*****         |          |            |          | *****$***** |          | *****$*****         |          |            |          | *****$***** |          | *****$***** |  |            |  | *****$***** |  | *****$***** |  |            |  | *****$***
|---------------------------------------------------------------------- | ------------------- | -------- | ---------- | -------- | ----------- | -------- | ------------------- | -------- | ---------- | -------- | ----------- | -------- | ----------- |  | ---------- |  | ----------- |  | ----------- |  | ---------- |  | ---------
|                                                                       |                     |          |            |          |             |          |                     |          |            |          |             |          |             |  |            |  |             |  |             |  |            |  |          
|******Net Income (loss)******                                          | ********722,850**** | ******** | ********   | ******** | ********    | ******** | ********179,652**** | ******** | ********   | ******** | ********    | ******** | 330,716     |  |            |  |             |  | (27,424)    |  |            |  |          
|                                                                       |                     |          |            |          |             |          |                     |          |            |          |             |          |             |  |            |  |             |  |             |  |            |  |          
|******Basic EPS******                                                  | ********            | ******** | ********   | ******** | ********    | ******** | ********            | ******** | ********   | ******** | ********    | ******** | ********    |  |            |  |             |  | ****        |  |            |  |          
|Income (loss)
available to
common
stockholders                         | 722,850             |          | 22,240,636 |          | 0.03        |          | 179,652             |          | 20,808,998 |          | 0.01        |          | 330,716     |  | 23,198,312 |  | 0.01        |  | (27,424)    |  | 20,990,691 |  | (0.01)   
|                                                                       |                     |          |            |          |             |          |                     |          |            |          |             |          |             |  |            |  |             |  |             |  |            |  |          
|Effect of dilutive
securities                                          |                     |          |            |          |             |          |                     |          |            |          |             |          |             |  |            |  |             |  |             |  |            |  |          
|Stock options                                                          | -                   |          | 124,231    |          |             |          | 735                 |          | 200,000    |          |             |          | -           |  | 124,231    |  |             |  | 245         |  | 200,000    |  |          
|                                                                       |                     |          |            |          |             |          |                     |          |            |          |             |          |             |  |            |  |             |  |             |  |            |  |          
|******Diluted EPS******                                                | ********            | ******** | ********   | ******** | ********    | ******** | ********            | ******** | ********   | ******** | ********    | ******** | ********    |  |            |  |             |  | ****        |  |            |  |          
|Income (loss)
available to
common
stockholders and
assumed
conversions | 722,850             |          | 22,364,867 |          | 0.03        |          | 180,387             |          | 21,008,998 |          | 0.01        |          | 330,716     |  | 23,322,543 |  | 0.01        |  | (27,179)    |  | 21,190,691 |  | (0.01)   

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

During the period, stock grants to purchase an aggregate of 240,900 shares of common stock have been granted and exercised at an exercise
price of $nil pursuant to the terms stipulated in the Company's 2000 Stock Plan (Note 5).



**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 $0.25 per share pursuant to a private placement.  The
proceeds from this issue, net of issuing expenses of $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 were issued at a price of $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
were issued pursuant to the Company's 2000 Stock Plan.  These shares are valued at
approximately $38,835.

Pursuant to an agreement (the "Stock Purchase Agreement") dated December 4, 2001 entered
into between Infinity Ventures 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.

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**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 July 17, 2002, an aggregate of 15,400 shares of
common stock was issued pursuant to the Company's 2000 Stock Plan (note 4).  These shares
are valued at approximately $3,850.

The above-mentioned stock grants were made to (i) the Group's employees and their family
members (50,900 shares of common stock in aggregate) as compensation for the employees'
services; (ii) the Group's business partners (25,500 shares of common stock in aggregate) as
incentive for their support to the Group's freight business; and (iii) professional lawyer and
public relation consultant firms (164,500 shares of common stock in aggregate) as consideration
for their respective services rendered to the Group.



The Group recorded the aggregate value of the stock grants of $57,575 as compensation cost and
expensed it during the period. This $57,575 represented the value of stock issued. The unit share
price and thus the fair value of stock were determined by the management by reference to the
average market price of the Company's common stock, having taken into account other factors
affecting the market price such as the trading volume, daily turnover etc. less any stock issuing
costs. In respect of the stock grants given to the professionals, the management believed that the
value is comparable to the values of similar services offered by other services providers in the
market.

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 September 30, 2002, the Company's issued and outstanding capital stock comprised of
23,089,950 shares of common stock and no shares of preferred stock.

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

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

The Group has restricted cash deposits of $2,529,618 to collateralize 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 nine months ended September 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       
|---------------------------------------------- | ------------ |  | ----------- |  | ----------- |  | ----------- |  | -------- |  | -------- |  | ------------ |  | -----------
|                                               | $            |  | $           |  | $           |  | $           |  | $        |  | $        |  | $            |  | $          
|                                               |              |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Turnover                                       | 20,322,755   |  | 5,924,828   |  | 10,711,276  |  | 2,728,836   |  | 5,937    |  | 90,146   |  | 31,039,968   |  | 8,743,810  
|                                               |              |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Cost of forwarding                             | (16,924,214) |  | (4,639,668) |  | (9,026,363) |  | (2,141,185) |  | (13,393) |  | (74,330) |  | (25,963,970) |  | (6,855,183)
|                                               |              |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Depreciation and amortization                  | (40,105)     |  | (29,742)    |  | (10,055)    |  | (21,562)    |  | (3,793)  |  | (13,088) |  | (53,953)     |  | (64,392)   
|                                               |              |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Interest expense                               | (57,349)     |  | (7,439)     |  | (2,900)     |  | -           |  | (771)    |  | -        |  | (61,020)     |  | (7,439)    
|                                               |              |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Other segment expenses
attributable to segment | (1,207,060)  |  | (498,111)   |  | (537,210)   |  | (194,029)   |  | (13,057) |  | (53,797) |  | (1,757,327)  |  | (745,937)  
|                                               |              |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Taxation                                       | (274,137)    |  | (42,255)    |  | (131,599)   |  | (19,462)    |  | -        |  | -        |  | (405,736)    |  | (61,717)   
|                                               |              |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Segment income (loss)                          | 1,819,890    |  | 707,613     |  | 1,003,149   |  | 352,598     |  | (25,077) |  | (51,069) |  | 2,797,962    |  | 1,009,142  
|Net other unallocated expenses                 |              |  |             |  |             |  |             |  |          |  |          |  | (2,075,112)  |  | (829,490)  
|                                               |              |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Net income                                     |              |  |             |  |             |  |             |  |          |  |          |  | 722,850      |  | 179,652    
|                                               |              |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Goodwill                                       | 2,880,654    |  | 4,988       |  | 1,518,272   |  | -           |  | 842      |  | -        |  | 4,399,768    |  | 4,988      
|Other assets                                   | 9,114,810    |  | 4,547,238   |  | 2,929,782   |  | 1,644,324   |  | 17       |  | 135,120  |  | 12,044,609   |  | 6,326,682  
|                                               |              |  |             |  |             |  |             |  |          |  |          |  |              |  |            
|Total assets                                   | 11,995,464   |  | 4,552,226   |  | 4,448,054   |  | 1,644,324   |  | 859      |  | 135,120  |  | 16,444,377   |  | 6,331,670  

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

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

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

(a)	Business segments (continue)

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

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

|                                               | 2002        |  | 2001        |  | 2002        |  | 2001      |  | 2002 |  | 2001     |  | 2002         |  | 2001       
|---------------------------------------------- | ----------- |  | ----------- |  | ----------- |  | --------- |  | ---- |  | -------- |  | ------------ |  | -----------
|                                               | $           |  | $           |  | $           |  | $         |  | $    |  | $        |  | $            |  | $          
|                                               |             |  |             |  |             |  |           |  |      |  |          |  |              |  |            
|Turnover                                       | 10,801,738  |  | 2,313,179   |  | 6,529,066   |  | 1,178,298 |  | -    |  | 31,590   |  | 17,330,804   |  | 3,523,067  
|                                               |             |  |             |  |             |  |           |  |      |  |          |  |              |  |            
|Cost of forwarding                             | (9,085,267) |  | (1,918,357) |  | (5,634,231) |  | (952,144) |  | -    |  | (30,971) |  | (14,719,498) |  | (2,901,472)
|                                               |             |  |             |  |             |  |           |  |      |  |          |  |              |  |            
|Depreciation                                   | (13,213)    |  | (11,513)    |  | (4,069)     |  | (5,116)   |  | -    |  | (3,793)  |  | (17,282)     |  | (20,422)   
|                                               |             |  |             |  |             |  |           |  |      |  |          |  |              |  |            
|Interest expense                               | (21,817)    |  | (1,890)     |  | (1,530)     |  | -         |  | -    |  | -        |  | (23,347)     |  | (1,890)    
|                                               |             |  |             |  |             |  |           |  |      |  |          |  |              |  |            
|Other segment expenses
attributable to segment | (602,773)   |  | (196,165)   |  | (286,138)   |  | (74,599)  |  | -    |  | (12,976) |  | (888,911)    |  | (283,740)  
|                                               |             |  |             |  |             |  |           |  |      |  |          |  |              |  |            
|Taxation                                       | (197,522)   |  | (14,094)    |  | (87,717)    |  | (7,180)   |  | -    |  | -        |  | (285,239)    |  | (21,274)   
|                                               |             |  |             |  |             |  |           |  |      |  |          |  |              |  |            
|Segment income (loss)                          | 881,146     |  | 171,160     |  | 515,381     |  | 139,259   |  | -    |  | (16,150) |  | 1,396,527    |  | 294,269    
|Net other unallocated expenses                 |             |  |             |  |             |  |           |  |      |  |          |  | (1,065,811)  |  | (321,693)  
|                                               |             |  |             |  |             |  |           |  |      |  |          |  |              |  |            
|Net income                                     |             |  |             |  |             |  |           |  |      |  |          |  | 330,716      |  | (27,424)   
|                                               |             |  |             |  |             |  |           |  |      |  |          |  |              |  |            

|Goodwill     | 2,880,654 |  | 4,988     |  | 1,518,272 |  | -         |  | 842 |  | -       |  | 4,399,768  |  | 4,988    
|------------ | --------- |  | --------- |  | --------- |  | --------- |  | --- |  | ------- |  | ---------- |  | ---------
|Other assets | 9,114,810 |  | 4,547,238 |  | 2,929,782 |  | 1,644,324 |  | 17  |  | 135,120 |  | 12,044,609 |  | 6,326,682

|             |            |  |           |  |           |  |           |  |     |  |         |  |            |  |          
|------------ | ---------- |  | --------- |  | --------- |  | --------- |  | --- |  | ------- |  | ---------- |  | ---------
|Total assets | 11,995,464 |  | 4,552,226 |  | 4,448,054 |  | 1,644,324 |  | 859 |  | 135,120 |  | 16,444,377 |  | 6,331,670

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

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

(b)   Details of individual customers accounting for more than 5% of the Group's sales are as
follows:

| |  | Nine months endedSeptember 30, |  | Three months endedSeptember 30,
| |  | ------------------------------ |  | -------------------------------

|                   |      | 2002   |  | 2001 |  | 2002   |  | 2001
|------------------ | ---- | ------ |  | ---- |  | ------ |  | ----
|                   |      |        |  |      |  |        |  |     
|**Major customer** | **** | **%**  |  | %    |  | **%**  |  | %   
|                   |      |        |  |      |  |        |  |     
|A                  |      | **-**  |  | 7    |  | **-**  |  | 5   
|B                  |      | **14** |  | -    |  | **17** |  | -   
|C                  |      | **-**  |  | -    |  | **5**  |  | -   
|D                  |      | **-**  |  | -    |  | **6**  |  | -   

****(c)   Geographical segments

The table below summarized the Group's turnover for the nine months and three months
ended September 30, 2002 and 2001 analyzed into geographical locations:

| |  | (unaudited)

Nine months endedSeptember 30, |  | (unaudited)

Three months endedSeptember 30,
| |  | ------------------------------------------- |  | --------------------------------------------

|              |      | 2002       |  | 2001      |  | 2002       |  | 2001     
|------------- | ---- | ---------- |  | --------- |  | ---------- |  | ---------
|              |      | $          |  | $         |  | $          |  | $        
|              |      |            |  |           |  |            |  |          
|**Turnover**  | **** |            |  |           |  |            |  |          
|              |      |            |  |           |  |            |  |          
|* IATA Area 1 |      | 7,415,113  |  | 3,537,447 |  | 2,632,916  |  | 1,308,820
|* IATA Area 2 |      | 2,772,636  |  | 45,832    |  | 1,492,817  |  | 25,562   
|* IATA Area 3 |      | 20,852,219 |  | 5,160,531 |  | 13,205,071 |  | 2,188,685
|              |      |            |  |           |  |            |  |          
|TOTAL         |      | 31,039,968 |  | 8,743,810 |  | 17,330,804 |  | 3,523,067

| | (unaudited)

As of September 30, 2002 |  | (unaudited)

As of September 30, 2001
| | ------------------------------------- |  | -------------------------------------

|             | Trade
receivables |  | Other assets
(including
goodwill) |  | Total assets |  | Trade
receivables |    | Other assets
(including
goodwill) |    | Total assets
|------------ | ----------------- |  | --------------------------------- |  | ------------ |  | ----------------- | -- | --------------------------------- | -- | ------------
|             | *$*               |  | *****$*                           |  | *$*          |  | *$*               | ** | *$*                               | ** | *$*         
|             |                   |  |                                   |  |              |  |                   |    |                                   |    |             
|**Assets**   |                   |  |                                   |  |              |  |                   |    |                                   |    |             
|*IATA Area 1 | 5,079,368         |  | 4,868,547                         |  | 9,947,915    |  | 1,679,807         |    | -                                 |    | 1,679,807   
|*IATA Area 2 | 99,151            |  | -                                 |  | 99,151       |  | 18,904            |    | -                                 |    | 18,904      
|*IATA Area 3 | 1,233,059         |  | 5,164,252                         |  | 6,397,311    |  | 1,127,870         |    | 3,505,089                         |    | 4,632,959   
|             |                   |  |                                   |  |              |  |                   |    |                                   |    |             
|TOTAL        | 6,411,578         |  | 10,032,799                        |  | 16,444,377   |  | 2,826,581         |    | 3,505,089                         |    | 6,331,670   

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

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

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

-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.

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

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**********Note 8.	Related Party Transactions**

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

| |  | (unaudited)

Nine months ended

September 30, |  | (unaudited)

Three months ended
September 30,
| |  | --------------------------------------------- |  | ---------------------------------------------

|                                                                                              |  | 2002             |  | 2001    |  | 2002       |  | 2001  
|--------------------------------------------------------------------------------------------- |  | ---------------- |  | ------- |  | ---------- |  | ------
|                                                                                              |  | $                |  | $       |  | $          |  | $     
|Acquisition of a subsidiary
from a director: 

-total consideration

-consideration payable   |  | 1,430,000600,000 |  | -

-    |  | -

600,000 |  | -

-  
|Proceeds from disposal of a
subsidiary to a company
controlled by the director of
the Company |  | -                |  | 150,000 |  | -          |  | -     
|Loan to a company controlled
by the director of the
Company                                   |  | 103,846          |  | 115,385 |  | 103,846    |  | -     
|Payment of freight cost to
companies controlled by
directors of the Company                   |  | 71,014           |  | 53,432  |  | 39,712     |  | 16,716
|Received freight income from
companies controlled by
directors of the Company                 |  | 1,934            |  | 109,078 |  | -          |  | 5,947 
|Received interest income from
a company controlled by
directors of the Company                |  | 5,192            |  | 4,777   |  | 1,731      |  | 1,731 

(a)	As of December 31, 2001 and September 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 $103,846 as of September 30, 2002 is unsecured,
bears interest at 6% p.a. and has no fixed repayment terms.

(c)	As of September 30, 2002, the balance due to a director from the Group amounting to
$299,008 is unsecured, interest-free and has no fixed repayment terms.  The consideration
payable to another director on acquisition of a subsidiary, after netting off a loan
receivable of $72,776 due from him to that subsidiary, is $527,224, which is unsecured,
interest-free and repayable in 4 quarterly installments pursuant to the stock purchase
agreement.

(d)	As of September 30, 2002, general banking and loan facilities granted by various bankers
to the Group were collateralized by directors' personal guarantees.



**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 9.	Disposal of a subsidiary**

********On April 2, 2002, the Company sold all of the issued and outstanding shares of stock of its
wholly owned subsidiary, Sparkle Shipping, Godown, Wharf & Transp. Co. Limited to an
unaffiliated party at a consideration of $589,744.

After received $58,974, 10% of total purchase price, the remaining purchase price is paid in two
ways: (1)  $265,385 is paid in four quarterly installments of $66,346 commencing from July 1,
2002 and (2) $265,385 will be payable by two equal installments within last two quarters of
2003.

Sparkle was principally engaged in business activities of feeder voyages and trucking operations
along Jujiang Delta Area of Mainland China.  Recently, Sparkle was affected by business
environmental changes in this region and was forced to purchase its own feeders and trucks in
order to continue its operation.  As the Company acts as a Non-Asset Based freight-forwarding
provider, Sparkle was disposed of in order to be consistent with the Company's strategic plan.

In connection with this transaction, the Company recognized a gain of $11,390.

|                              |  | *******$*
|----------------------------- |  | ---------
|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  
|                              |  |          
|Selling prices                |  | 589,744  
|                              |  |          
|Gain on disposal              |  | 11,390   

|                                                                                 |  | ***$*   
|-------------------------------------------------------------------------------- |  | --------
|                                                                                 |  |         
|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 

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**********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 primary reasons for the acquisition include gaining
a strategic location in the States and to obtain the benefits of synergies.

The total acquisition cost was approximately $2,960,000, including the payment of $1,500,000,
of which $300,000 was paid in cash and $1,200,000 was financed, the approximately $100,000
of transaction costs, and the issuance of 1.7 million shares of common stock with fair valued at
$1,360,000 which was determined by the average market price of April and May 2002 after
considering possible effects of price fluctuation and quantities.  This consideration was determined
solely through negotiations among the parties.  Having taken into consideration the historical
performance and the earning potential of Airgate, the Group believed that the purchase price best
reflected the fair value of Airgate at the date of acquisition.

The transaction was recorded using the purchase method of accounting.  The results of operations
for Airgate are included in the consolidated financial statement since the date of acquisition.
Assets and liabilities were recorded based on fair value.  Goodwill represents the excess of
acquisition cost over the current fair value of identifiable Airgate assets at the time of purchase.
The following tables disclose the amount assigned to each major asset and liability caption of the
acquired entity at the acquisition date and the calculation of goodwill:



|Airgate International Corporation   
|------------------------------------
|Condensed Consolidated Balance Sheet

|                                       |  |                            | 
|-------------------------------------- |  | -------------------------- | 
|ASSETS                                 |  | (Unaudited April 30, 2002) | 
|Current assets                         |  | $                          | 
|Trade receivable                       |  | 2,153,751                  | 
|Deposits, prepayment and other debtors |  | 34,951                     | 
|Due from a directors                   |  | 164,440                    | 
|Deferred taxes                         |  | 572,000                    | 
|Total current assets                   |  | 2,925,142                  | 
|                                       |  |                            | 
|Property, plant and equipments, net    |  | 86,945                     | 
|Total assets                           |  | 3,012,087                  | 
|                                       |  |                            | 



**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

******Note 10. 	Acquisition of a subsidiary (Continued)**

|Airgate International Corporation               
|------------------------------------------------
|Condensed Consolidated Balance Sheet (Continued)

|                                           |  |                            | 
|------------------------------------------ |  | -------------------------- | 
|LIABILITIES AND STOCKHOLDERS'
EQUITY       |  | (Unaudited April 30, 2002) | 
|Current liabilities                        |  | $                          | 
|Bank overdraft                             |  | 13,618                     | 
|Trade payables                             |  | 4,049,528                  | 
|Accrued charges and other creditors        |  | 233,008                    | 
|Note payable                               |  | 155,701                    | 
|Total liabilities                          |  | 4,451,855                  | 
|                                           |  |                            | 
|Stockholders' equity                       |  |                            | 
|Common stock with no par value             |  | 20,000                     | 
|Additional paid-in capital                 |  | 116,200                    | 
|Retained earnings                          |  | (1,575,968)                | 
|Total stockholders' equity                 |  | (1,439,768)                | 
|                                           |  |                            | 
|Total liabilities and stockholders' equity |  | 3,012,087                  | 
|                                           |  |                            | 

Calculation of Goodwill:

|                          |  | $          
|------------------------- |  | -----------
|Total acquisition cost    |  | 2,960,000  
|Less:                     |  |            
|Tangible assets acquired: |  |            
|Net current liabilities   |  | (2,098,712)
|Property and equipment    |  | 86,944     
|Deferred taxes            |  | 572,000    
|                          |  | (1,439,768)
|                          |  |            
|Goodwill                  |  | 4,399,768  



**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**



**Note 11.	Non-cash transactions**

As of September 30, 2002, the sale proceeds for the disposal of Sparkle (refer to note 9)
amounted to $464,424 was not yet due and was recorded as other debtors.

As of September 30, 2002, the consideration for the acquisition of 81% controlling interest in
Airgate (refer to note 10) amounted to $2,660,000 was recorded as due to a director of $600,000,
as debt maturing within one year of $450,000, as debt maturing over 1 year of $150,000, as
accrued charges of $100,000.  The remaining $1,360,000 was paid up through the issuance of
1.7 million shares of common stock.

**Note 12.	Banking facilities**

As of September 30, 2002, to finance its working capital the Group's available banking facilities
were approximately $5,500,000 mainly obtained from creditworthy commercial banks in Hong
Kong.   As of that date, the amount of banking facilities utilized comprised of about $973,000
of overdraft and about $1,535,000 of invoice trust receipt which was included in trade payables.



ITEM 2.  **MANAGEMENT'S DISCUSSION AND ANALYSIS OF**

**FINANCIAL CONDITION OR PLAN OF OPERATIONS**

********

**********Special Note of Caution Regarding Forwards-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.

******Critical Accounting Policies and Estimates**

Management's discussion and analysis of results of operations and financial condition are based upon
Pacific CMA's consolidated financial statements. These statements have been prepared in accordance
with accounting principles generally accepted in the United States of America. These principles require
management to make certain estimates, judgments and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On
an on-going basis, we evaluate our estimates, based on historical experience, and various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or
conditions.

The following critical accounting policies rely upon assumptions, judgments and estimates and were used
in the preparation of Pacific CMA's consolidated financial statements:

Recognition of Cost of forwarding

The billing of cost of forwarding is usually delayed.  As a result, we must estimate the cost of purchased
transportation and services and accrue an amount on a load-by-load basis in a manner that is consistent
with revenue recognition.  Such estimate is based on past trends and on the judgment of management.
Historically, upon completion of the payment cycle (receipt and payment of transportation bills), the
actual aggregate transportation costs are not materially different than the  accrual.  However, in any case
in which the actual cost varies significantly from the accrual, a revision to the accrual would be required.

****Accounting for Income Taxes

In preparing our consolidated financial statements, we are required to estimate our income taxes in each
of the jurisdictions where we operate.  This process involves estimating actual current tax exposure
together with assessing temporary differences resulting from differing treatment of items for tax and
accounting purposes.  These differences result in deferred tax assets and liabilities, which are included
in our consolidated balance sheet.  We must then assess the likelihood that our deferred tax assets will
be recovered from future taxable income and to the extent that we believe that recovery is not likely, we
must establish a valuation allowance.  To the extent we establish a valuation allowance, we must include
an expense within the tax provision of the statement of income in each period, in which the allowance
is increased.



Significant judgment is required in determining the provision for income taxes, deferred tax assets and
liabilities and any valuation allowance against our deferred tax assets.  In the event that actual results
differ from these estimates or the estimates are adjusted in future periods, then we may need to establish
an additional valuation allowance, which could materially impact our financial position and results of
operations.  Based on our current financial projections, we currently believe that we will realize 100%
of our deferred tax asset.

Valuing long-lived assets and goodwill

We assess the impairment of identifiable long-lived assets and goodwill whenever events or changes in
circumstances indicate that the carrying amount may be impaired. Factors that we consider when
evaluating for possible impairment include the following:

-  significant under-performance relative to expected historical or projected future operating results;

-  significant changes in the manner of our use of the acquired assets or the strategy for our overall
       business; and

-significant negative economic trends.

When determining whether the carrying value of long-lived assets and goodwill is impaired based upon
the existence of one or more of the above factors, we determine the existence of an impairment by
comparison of the carrying amount of the asset to expected future cash flows to be generated by the asset.
If such assets are considered impaired, the impairment is measured as the amount by which the carrying
value of the assets exceeds the fair value of the assets.  As of September 28, 2002, goodwill totaled
approximately $4.4 million and our long-lived assets, consisting primarily of net property, plant and
equipment, totaled $329,595..



We acquired Airgate International Corporation on April 30, 2002.  As required by SFAS No. 142, we
allocated the purchase price to the assets, liabilities and goodwill acquired, based on the fair value at the
date of acquisition.  We recorded $4.4 million in goodwill associated with this acquisition, which will
not be amortized but rather tested annually for impairment in accordance with SFAS No. 142.

**GENERAL**

On April 30, 2002, we acquired 81% of the common stock of Airgate, a privately held New York-based
freight forwarder. As a result of such transaction, Airgate's results of operations for the period from May
1, 2002 to September 30, 2002 and its financial condition as of September 30, 2002 are reflected on the
condensed consolidated financial statements of Pacific CMA, Inc. as of September 30, 2002. All
significant intercompany balances and transactions have been eliminated in consolidation.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,
2002 ("CURRENT INTERIM PERIODS") AND THE YEAR ENDED DECEMBER 31, 2001
("CURRENT YEAR") COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2001 ("PRIOR INTERIM PERIODS")

**REVENUES**

Our revenues for the three and nine months ended September 30, 2002 increased by 392%
(approximately $13.8 million) and 255% (approximately $22.3 million), respectively, from the
corresponding periods in the prior year. The increase in revenues on an absolute dollar and percentage
basis in the Current Interim Periods was due to the inclusion of approximately $21.4 million in Airgate
revenue for May to September 2002 in our operating results, and the increase in AGI's revenues of 50%
(approximately $1.8 million) and 50% (approximately $4.4 million), respectively, during the three and
nine months ended September 30, 2002****from the corresponding periods in the prior year. AGI's revenues
improved during the Current Interim Periods because of higher pricing for Pacific's services (offset as
noted below, by higher costs of forwarding) an increase in volume of freight shipped, (and in particular,
freight shipped on behalf of garment manufacturers, who increased their shipments in response to low
inventory levels of apparel goods at the end of 2001), and to a lesser extent, as a result of entering new
markets in Asia, Australia and the Middle East by establishing relationship with agents in such regions.
Finally, our revenues have also increased during the Current Interim Periods on a percentage basis in
comparison to the Prior Interim Periods because the revenue levels of the Prior Interim Period were lower
than anticipated due to generally weak economic conditions.

**COST OF FORWARDING**

Our cost of forwarding for the three and nine months ended September 30, 2002 increased by 407%
(approximately $11.8 million) and 279% (approximately $19.1 million) from the corresponding periods
in the prior year. The increase in cost of forwarding for the Current Interim Periods in absolute dollars
and percentages is due to the inclusion of Airgate's cost of forwarding for May to September 2002 and,
as noted below, to increases in shipping costs.  Cost of forwarding, as a percentage of total revenues, was
approximately 85% and 84% for the three and nine months ended September 30, 2002, respectively,
compared to 82% and 78% for the corresponding periods in the prior year.  Cost of forwarding as a
percentage of total revenues was higher in the Current Interim Periods than the Prior Interim Periods (i.e.
cost of forwarding increased disproportionately more than the increase in our revenues) because of: (a)
an increase in shipping rates (which increase was due to the greater volume of goods shipped in these
periods resulting in tightening of available shipping resources), which increase we chose not to pass on
fully to our customers in order to maintain our competitive position; and (b) the fact that Airgate's cost
of revenues as a percentage of total revenues (approximately 89% in prior year) is higher than AGI's
(approximately 80% in prior year), which management attributes to greater competition in the United
States.

**OTHER OPERATING EXPENSES**

**SELLING AND ADMINISTRATIVE EXPENSES**

Selling and administrative expenses during the three and nine months ended September 30, 2002
increased by 237% and 148%, respectively, from the corresponding periods in the Prior Year. These
expenses increased in absolute dollar and percentage terms during the Current Interim Period from the
Prior Interim Periods because of the inclusion of Airgate's operating results for May to September 2002
and increases in AGI's salaries and allowances, both as a result of increased salaries and an increased
number of AGI employees. (Salaries and allowances for AGI were approximately $361,000 and $975,000
for the three and nine months ended September 30, 2002 compared to $2226,000 and $648,000 for the
corresponding periods in the prior year).  Professional fees have also increased by approximately
$211,000 and $185,000 for the three and nine months ended September 30, 2002 as compared with the
corresponding period in prior year.  Such increase of professional fee is mainly the result of expenditures
for improving the accounting system of Airgate and consulting fees for business, investor relations, and
the like.

******LIQUIDITY AND CAPITAL RESOURCES**

Net cash provided by operating activities was approximately $442,000 and approximately $72,000 for
the Current Interim Period and the Prior Interim Period, respectively.  Cash provided by operating
activities was $2.8 million in the Current Interim Period and $1.04 million in the Prior Interim Period.
The increase in cash provided by operating activities in the Current Interim Period from the Prior Interim
Period was primarily the result of the fact that net income was approximately $543,000 greater in the
Current Interim Period than the Prior Interim Period****and the deferred payments to vendors, results in
positive cash flow.

Net cash used in investing activities was approximately $260,000 and $726,000 for the Current Interim
Period and the Prior Interim Period, respectively. The decrease in cash used in investing activities in the
Current Interim Period was due principally to the repayment of amountS due to related parties ($0.6
million in the Prior Interim Period) offset by cash used in the acquisition of Airgate ($300,000 in Current
Interim Period).

Cash provided by financing activities was approximately $446,000 and $1.2 million for the Current
Interim Period and the Prior Interim Period, respectively. The decrease in cash provided by financing
activities in the Current Interim Period as compared to the Prior Interim Period was due principally to the
increase of Bank Overdrafts of approximately $844,000.

We had working capital of approximately $876,000 at September 30, 2002, compared to working capital
of approximately $3.2 million at December 31, 2001. This decrease in working capital resulted from the
approximately $1.5 million of net current liabilities of Airgate we take into account in the acquisition of
Airgate and the $900,000 purchase money loan ($450,000 classified as due to directors and $450,000
classified as debt maturing within one year) issued in the Airgate acquisition that becomes payable within
twelve months to the original 81% owners of Airgate. We believe that we will be able to rely on cash
flow from operations for short-term liquidity and believe that we have adequate liquidity to satisfy our
material commitments for the twelve months following September 30, 2002. We also believe that we can
obtain additional liquidity through further negotiation of short-term loans from banks to satisfy our short-term funding needs if any.

**CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENT**

Contractual obligations represent cash obligations that are considered to be firm commitments.   As of
September 30, 2002, the Company's commercial commitments are summarized as follows:

| | **********Payments Due by Period**
| | ----------------------------------

|**Contractual
Obligations**   | ****Total | ****
Less than 1 year | ****
1-3 years | ****
4 - 5 years
|----------------------------- | --------- | --------------------- | -------------- | ----------------
|                              | $         | $                     | $              | $               
|Hire Purchase
Obligations     | 47,828    | 37,287                | 10,541         | -               
|Long-Term Debt                | 1,200,000 | 900,000               | 300,000        |                 
|Business Profit
Tax Loan      | 45,359    | 45,359                | -              | -               
|Unsecured Bank
Loan           | 15,723    | 15,723                | -              | -               
|Operating Leases              | 529,498   | 317,307               | 161,467        | 50,724          
|Material
Employment
Agreement | 1,497,000 | 499,000               | 998,000        | -               

From time to time, the Company will enter into various contractual obligations.  During the current
interim period, we have entered into a new hire purchase contracts amounting to $28,205 to finance the
acquisition of motor vehicles.  As of September 30, 2002, the Company has outstanding obligations under
hire purchase contract amounting to $47,828, of which $37,287 is repayable within one year and $10,541
has a maturity of over one year.

As of September 30, 2002, the Company is liable for a $1.2 million loan payable to Mr. Turner and Mr.
Zambuto as partial consideration for the of acquisition of Airgate. (See Form 8-K dated April 30, 2002).
Of this amount, $450,000 is classified as due to directors, $450,000 as debt maturing within one year,
$150,000 as debt maturing over one year and the other $150,000 as due to a director (long term)
respectively.

As of September 30, 2002, we have a Business Profit Tax Loan and an Unsecured Bank Loan which
together total $61,082.  This amount, combined with the $450,000 current portion of the loan due to Mr.
Zambuto, which is described above, results in a total of $511,082 of debt maturing within one year.

The Company also entered into various lease commitments for office premises and warehouses in the
United States, Hong Kong and China.  The payment due dates for these commitments are summarized
in the table above.

In connection with the acquisition of Airgate, we have entered into three-year employment agreements
with Mr. Turner and Mr. Zambuto (described in our Form 8-K dated April 30, 2002).  Under these
agreements, we have agreed to pay each of them a base salary of $249,500 per year commencing January
1, 2003.

Commercial commitments represent commitments triggered by future events. As of September 30, 2002,
the Company's commercial commitments is summarized as follows:

|**Other Commercial
Commitments** | **Total Amounts
Committed** | **Amount of Commitment
Expiration Per Period**
|-------------------------------- | --------------------------- | ----------------------------------------------
|                                 |                             | **Less than 1 year**                          
|                                 | $                           | $                                             
|Overdraft                        | 973,480                     | 973,480                                       
|Invoice Trust Receipt            | 1,534,875                   | 1,534,875                                     
|Guarantees by bank               | 166,667                     | 166,667                                       

As of September 30, 2002, the Company had drawn down overdraft facilities of $973,480 and invoice
trust receipts of $1,534,875 (classified as trade payables) to finance its daily operations.  We have also
granted $166,667 of guarantees from banks for payment to airlines  We have drawn down a total of $2.7
million of banking facilities to cover these amounts as well as the outstanding balance of a Business Profit
Tax Loan ($45,359) and the outstanding balance of an Unsecured Bank Loan ($15,723).  The interest rate
on these facilities varies from Best Lending Rate in Hong Kong to Hong Kong Prime Rate plus 2.5% per
annum of the applicable facility.  These banking and loan facilities granted are secured by directors'
personal guarantees and by the Company's restricted cash of approximately $2.5 million.

ITEM 3.	CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer (or those persons performing
similar functions), after evaluating the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934,
as amended) as of a date within 90 days before the filing date of this quarterly report (the "Evaluation
Date"), have concluded that, as of the Evaluation Date, the Company's disclosure controls and
procedures were effective to ensure the timely collection, evaluation and disclosure of information
relating to the Company that would potentially be subject to disclosure under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder. There were no
significant changes in the Company's internal controls or in other factors that could significantly affect
the internal controls subsequent to the Evaluation Date.

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

A Special Meeting of the Shareholders was held on September 12 to vote on an amendment to the
Company's Articles of Incorporation to increase the maximum number of directors from 5 to 9, to
vote onthe election of the Board of Directors,and toratify the appointment of the Company's
auditors.

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

Exhibits 99.1 and 99.2**,** CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002**,**are filed herewith.****

(b)	No reports on Form 8-K were filed during the quarter ended September 30, 2002.



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 and Treasurer

By:/S/ SCOTT TURNER

Scott Turner, President and Director

By:/S/ LOUISA CHAN

Louisa Chan, Director

By:/S/ HENRIK M. CHRISTENSEN

Henrik M. Christensen, Director



By:/S/ KAZE CHAN

Kaze Chan, Director

Date:   November 14, 2002

Exhibit 99.1
PACIFIC CMA, INC.CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,Scott Turner, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Pacific CMA, Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this quarterly report is
being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could
adversely affect the registrant's ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material weaknesses in internal controls;
and

b) any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly report whether there
were significant changes in internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|Date: November 14, 2002 | By:/S/ SCOTT TURNER

Scott Turner, President and Director
|----------------------- | ---------------------------------------------------------





Exhibit 99.2
PACIFIC CMA, INC.CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,Alfred Lam, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Pacific CMA., Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this quarterly report is
being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could
adversely affect the registrant's ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material weaknesses in internal controls;
and

b) any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly report whether there
were significant changes in internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|Date:  November 14, 2002 | By:/S/ ALFRED LAM

Alfred Lam, Chairman and Treasurer
|------------------------ | -----------------------------------------------------