**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 March 31, 2002.

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

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

(Exact name of registrant as specified in its charter)

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

|4750 Table Mesa Drive

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

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ..X..  No ....

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

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

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date:  At March 12, 2002, there were 21,280,550 shares outstanding.

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

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  The unaudited financial statements of registrant for the three  months ended March 31 2002,
follow.  The financial statements reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the interim period presented.









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



**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED BALANCE SHEETS)**

|                                   | (Unaudited)    |  |                   
|---------------------------------- | -------------- |  | ------------------
|                                   | March 31,
2002 |  | December 31,

2001
|                                   | ********US$    |  | US$               
|**ASSETS**                         |                |  |                   
|**Current assets**                 |                |  |                   
|Cash and cash equivalents          | 1,894,903      |  | 2,263,507         
|Fixed deposits                     | 29,040         |  | 28,861            
|Trade receivables                  | 3,085,596      |  | 3,217,839         
|Deposits, prepayments and other    | 616,936        |  | 414,476           
|Loan receivable                    | 435,385        |  | 435,385           
|Due from a director                | 130,057        |  | -                 
|Tax refundable                     | 55,804         |  | 24,453            
|                                   |                |  |                   
|**Total current assets**           | 6,247,721      |  | 6,384,521         
|                                   |                |  |                   
|Property, plant and equipment, net | 263,969        |  | 305,679           
|Other assets                       | 4,221          |  | 4,605             
|Deferred taxes                     | 16,228         |  | 12,815            
|                                   |                |  |                   
|**Total assets**                   | 6,532,139      |  | 6,707,620         
|                                   |                |  |                   

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED BALANCE SHEETS)**

|                                                                 | (Unaudited)    |  |                   
|---------------------------------------------------------------- | -------------- |  | ------------------
|                                                                 | March 31,
2002 |  | December 31,

2001
|                                                                 | ********US$    |  | US$               
|**LIABILIITES AND STOCKHOLDERS' EQUITY**                         |                |  |                   
|**Current liabilities**                                          |                |  |                   
|Bank overdrafts                                                  | 543,458        |  | -                 
|Trade payables                                                   | 2,093,765      |  | 2,683,250         
|Accrued charges and other creditors                              | 76,113         |  | 182,880           
|Due to a director                                                | -              |  | 3,675             
|Obligations under hire purchase contracts

- current portion     | 23,184         |  | 33,548            
|Debt maturing within one year                                    | 205,329        |  | 232,667           
|                                                                 |                |  |                   
|**Total current liabilities**                                    | 2,941,849      |  | 3,136,020         
|Obligations under hire purchase contracts

- non-current portion | 16,756         |  | 19,961            
|                                                                 |                |  |                   
|**Total liabilities**                                            | 2,958,605      |  | 3,155,981         
|                                                                 |                |  |                   
|**Stockholders' equity**                                         |                |  |                   
|Common stock with no par value                                   | 51,165         |  | 51,165            
|Treasury stock                                                   | (180,000)      |  | (180,000)         
|Additional paid-in capital                                       | 2,007,443      |  | 1,966,718         
|Other comprehensive loss                                         | (8,325)        |  | (8,325)           
|Retained earnings                                                | 1,703,251      |  | 1,722,081         
|                                                                 |                |  |                   
|******Total stockholders' equity**                               | 3,573,534      |  | 3,551,639         
|                                                                 |                |  |                   
|**Total liabilities and stockholders' equity**                   | 6,532,139      |  | 6,707,620         

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS)**

|                                         | (Unaudited)

Three months ended
March 31, 2002 | (Unaudited)

Three months ended
March 31, 2001
|---------------------------------------- | ---------------------------------------------- | ----------------------------------------------
|                                         | US$                                            | US$                                           
|                                         |                                                |                                               
|******Freight forwarding income**        | 2,976,871                                      | 2,324,610                                     
|                                         |                                                |                                               
|**Operating expenses**                   |                                                |                                               
|Cost of forwarding                       | (2,348,706)                                    | (1,748,896)                                   
|Selling and administrative expenses      | (591,221)                                      | (443,495)                                     
|Depreciation and amortization            | (49,843)                                       | (44,469)                                      
|                                         |                                                |                                               
|Total operating expenses                 | (2,989,770)                                    | (2,236,860)                                   
|                                         |                                                |                                               
|**(Loss) Income from operations**        | (12,899)                                       | 87,750                                        
|                                         |                                                |                                               
|**Non-operating income (expenses)**      |                                                |                                               
|Interest and other income                | 14,084                                         | 25,229                                        
|Interest expense                         | (14,753)                                       | (3,885)                                       
|                                         |                                                |                                               
|Net non-operating (expense) income       | (669)                                          | 21,344                                        
|                                         |                                                |                                               
|**(Loss) Income before income taxes**    | (13,568)                                       | 109,094                                       
|                                         |                                                |                                               
|Provision for income taxes               | (5,262)                                        | -                                             
|                                         |                                                |                                               
|**Net (loss) income**                    | (18,830)                                       | 109,094                                       
|                                         |                                                |                                               
|**Other comprehensive (loss) income**    |                                                |                                               
|Foreign currency translation adjustments | -                                              | (5,413)                                       
|                                         |                                                |                                               
|**Comprehensive (loss) income**          | (18,830)                                       | 103,681                                       
|                                         |                                                |                                               
|**Net (loss) income per share**          |                                                |                                               
|                                         |                                                |                                               

|**Weighted average number of shares outstanding** |  | 
|------------------------------------------------- |  | 

|Basic                                                                      | 20,336,264 | 20,489,256
|-------------------------------------------------------------------------- | ---------- | ----------
|                                                                           |            |           
|Diluted                                                                    | 21,071,280 | 20,689,256
|                                                                           |            |           
|**Net (loss) income per share of common stock**

******Basic and Diluted** | (0.001)    | 0.005     

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

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

| |  |  | (unaudited)

March 31, 2002 |  | (unaudited)

March 31, 2001
| |  |  | --------------------------- |  | ---------------------------
| |  |  | US$                         |  | US$                        

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

| | Net (loss) income |  | (18,830) |  | 109,094
| | ----------------- |  | -------- |  | -------

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

| | **used in operating activities** |  | 
| | -------------------------------- |  | 

| | Depreciation and amortization                            | 49,843 |  | 44,469
| | -------------------------------------------------------- | ------ |  | ------
| | (Gain) Loss on disposal of property, plant and
equipment | (135)  |  | 14,879

| | Compensation cost |  | 40,725 |  | -
| | ----------------- |  | ------ |  | -

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

| | Tax refundable    |  | (31,351) |  | -       
| | ----------------- |  | -------- |  | --------
| | Deposits received |  | -        |  | (12,363)

| | Accounts receivable             | 132,243   |  | 310,263  
| | ------------------------------- | --------- |  | ---------
| | Deposits, prepayments and other | (202,460) |  | (105,247)

| | Deferred taxes   |  | (3,413)   |  | -        
| | ---------------- |  | --------- |  | ---------
| | Accounts payable |  | (589,485) |  | (983,930)

| | Accrued charges and other creditors | (106,767) |  | (147,746)
| | ----------------------------------- | --------- |  | ---------

| | Tax payable |  | - |  | (23,350)
| | ----------- |  | - |  | --------

|**Net cash used in operating activities** | (729,630) |  | (793,931)
|----------------------------------------- | --------- |  | ---------

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

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

| | Loan receivable |  | - |  | (115,385)
| | --------------- |  | - |  | ---------

| | Due from a director                                           | (133,732) |  | (282)   
| | ------------------------------------------------------------- | --------- |  | --------
| | Acquisition of property, plant and equipment                  | (11,239)  |  | (69,941)
| | Sales proceeds from disposal of property, plant and
equipment | 2,179     |  | 14,103  

|**Net cash used in investing activities** | (142,792) |  | (171,505)
|----------------------------------------- | --------- |  | ---------

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

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

| | Fixed deposits                            | (179)    |  | (687)   
| | ----------------------------------------- | -------- |  | --------
| | Capital element of hire purchase payments | (13,569) |  | (32,799)
| | Inception of other loans                  | 40,027   |  | -       
| | Capital element of other loans payments   | (67,365) |  | -       
| | Additional paid-in capital                | -        |  | 75,500  
| | Bank overdrafts                           | 543,458  |  | -       

|**Net cash provided by financing activities** | 502,372 |  | 42,014
|--------------------------------------------- | ------- |  | ------

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

|Net decrease in cash and cash equivalents | (370,050) |  | (923,422)
|----------------------------------------- | --------- |  | ---------

|**Exchange difference** |  | 1,446 |  | (3,610)
|----------------------- |  | ----- |  | -------

|**Cash and cash equivalents at beginning of period** | 2,263,507 |  | 2,345,816
|---------------------------------------------------- | --------- |  | ---------
|**Cash and cash equivalents at end of period**       | 1,894,903 |  | 1,418,784

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
March 31, 2002 and for the three months ended March 31, 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 three months ended March 31,
2002 is 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 30, 2002.

Note 2.		Principles of Consolidation

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



Note 3.	Comprehensive Income

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

The components of total comprehensive (loss) income for the three months ended March 31,
2001 and 2002 are presented in the following table:

|                                         | (unaudited)

2002 |  | (unaudited)

2001
|---------------------------------------- | ----------------- |  | -----------------
|                                         | US$               |  | US$              
|**Net (loss)  income**                   | (18,830)          |  | 109,094          
|**Other comprehensive (loss) income**    |                   |  |                  
|Foreign currency translation adjustments | -                 |  | (5,413)          
|**Comprehensive (loss) income**          | (18,830)          |  | 103,681          

Note 4.		Earnings Per Share

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

| | **(unaudited)                           |  | **(unaudited)                          
| | --------------------------------------- |  | ---------------------------------------
| | ****Three Months Ended March 31, 2002** |  | ****Three Months Ended March 31, 2001**

|                                                                       | **Income**    | **** | ******Shares** |  | ****Per-Share
Amount**    |  | **Income**    | **** | **Shares** | **** | ****Per-Share
Amount** 
|---------------------------------------------------------------------- | ------------- | ---- | -------------- |  | ------------------------- |  | ------------- | ---- | ---------- | ---- | -----------------------
|                                                                       | *****US$***** |      |                |  | *****************US$***** |  | *****US$***** |      |            |      | *****************US$***
|                                                                       |               |      |                |  |                           |  |               |      |            |      |                        
|******Net (loss) Income**                                              | (18,830)      |      |                |  |                           |  | 109,094       |      |            |      |                        
|                                                                       |               |      |                |  |                           |  |               |      |            |      |                        
|******Basic EPS**                                                      |               |      |                |  |                           |  |               |      |            |      |                        
|(Loss) Income available to
common stockholders                         | (18,830)      |      | 20,336,264     |  | (0.001)                   |  | 109,094       |      | 20,489,256 |      | 0.005                  
|                                                                       |               |      |                |  |                           |  |               |      |            |      |                        
|Effect of Dilutive Securities                                          |               |      |                |  |                           |  |               |      |            |      |                        
|Stock options                                                          | -             |      | 183,667        |  |                           |  | 245           |      | 200,000    |      |                        
|                                                                       |               |      |                |  |                           |  |               |      |            |      |                        
|******Diluted EPS**                                                    |               |      |                |  |                           |  |               |      |            |      |                        
|(Loss) Income available to
common stockholders and
assumed conversions | (18,830)      |      | 20,519,931     |  | (0.001)                   |  | 109,339       |      | 20,689,256 |      | 0.005                  

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





On February 12, 2002 and March 9, 2002, certain stock grants to purchase an aggregate of
46,500 shares of common stock were granted and exercised at an exercise price of $nil pursuant to
the terms stipulated in the Company's 2000 Stock Plan.



Note 5.		Common Stock

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

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

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

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

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

On November 27, 2001, 1,000,000 shares of common stock have been cancelled and debited
as treasury stock.  The fair value of shares  cancelled was $180,000.

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

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

In conjunction with the Stock Purchase Agreement, pursuant to a private placement
prospectus filed on December 26, 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 $40,725.

As of March 31, 2002, the Company's issued and outstanding capital stock comprised of
20,195,550 shares of common stock, 1,000,000 shares of treasury stock and no shares of preferred
stock.

Note 6.		Pledge of Assets

The Group has pledged fixed deposits of US$1,454,630 to secure general banking facilities
granted by bankers to the Group.



****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.

The following table summarized the Group's operations for the three months ended March 31, 2002 and 2001 analyzed into air, sea and
land forwarding services:

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

| | 2002 |  | 2001 |  | 2002 |  | 2001 |  | 2002 |  | 2001 |  | 2002 |  | 2001
| | ---- |  | ---- |  | ---- |  | ---- |  | ---- |  | ---- |  | ---- |  | ----
| | US$  |  | US$  |  | US$  |  | US$  |  | US$  |  | US$  |  | US$  |  | US$ 

|Turnover | 2,107,927 |  | 1,610,438 |  | 863,007 |  | 684,810 |  | 5,937 |  | 29,362 |  | 2,976,871 |  | 2,324,610
|-------- | --------- |  | --------- |  | ------- |  | ------- |  | ----- |  | ------ |  | --------- |  | ---------

|Cost of sales                                  | (1,761,777) |  | (1,206,248) |  | (573,536) |  | (522,215) |  | (13,393) |  | (20,433) |  | (2,348,706) |  | (1,748,896)
|---------------------------------------------- | ----------- |  | ----------- |  | --------- |  | --------- |  | -------- |  | -------- |  | ----------- |  | -----------
|Depreciation                                   | (11,259)    |  | (6,760)     |  | (2,057)   |  | (7,471)   |  | (3,793)  |  | (5,502)  |  | (17,109)    |  | (19,733)   
|Interest expenses                              | (5,974)     |  | (451)       |  | -         |  | -         |  | (771)    |  | (3,430)  |  | (6,745)     |  | (3,881)    
|Other segment expenses attributable to
segment | (179,759)   |  | (141,282)   |  | (105,637) |  | (55,050)) |  | (13,056) |  | (29,044) |  | (298,452)   |  | (225,376)  
|                                               |             |  |             |  |           |  |           |  |          |  |          |  |             |  |            
|Segment income (loss)                          | 149,158     |  | 255,697     |  | 181,777   |  | 100,074   |  | (25,076) |  | (29,047) |  | 305,859     |  | 326,724    

|Net other unallocated expenses * |  |  |  |  |  |  | (324,689) |  | (217,630)
|-------------------------------- |  |  |  |  |  |  | --------- |  | ---------

|Net (loss) income |  |  |  |  |  |  |  |  |  | (18,830) |  | 109,094
|----------------- |  |  |  |  |  |  |  |  |  | -------- |  | -------

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

|Total assets | 4,792,281 |  | 3,667,991 |  | 1,678,888 |  | 1,115,357 |  | 60,970 |  | 80,473 |  | 6,532,139 |  | 4,863,821
|------------ | --------- |  | --------- |  | --------- |  | --------- |  | ------ |  | ------ |  | --------- |  | ---------

*	The amounts comprised general administration expenses such as office overhead for which it was impracticable to make an allocation into
each reportable segment.

****

Note 7.	Segment Information (continued)

(b)	Geographical segments



The table below summarized the Group's turnover for the three months ended March 31,
2002 and 2001 analyzed into geographical locations:

| |  |  |  | ********(unaudited)

Three months ended March 31,
| |  |  |  | -------------------------------------------------

|                             |      |              |          |  |  | ********2002 |  | 2001     
|---------------------------- | ---- | ------------ | -------- |  |  | ------------ |  | ---------
|                             |      |              |          |  |  | ********US$  |  | US$      
|                             |      |              |          |  |  |              |  |          
|******************Turnover** | **** | ************ | ******** |  |  |              |  |          
|*IATA Area 1                 |      |              |          |  |  | 2,108,401    |  | 936,724  
|*IATA Area 2                 |      |              |          |  |  | 162,866      |  | 8,708    
|*IATA Area 3                 |      |              |          |  |  | 705,604      |  | 1,379,178
|                             |      |              |          |  |  |              |  |          
|TOTAL                        |      |              |          |  |  | 2,976,871    |  | 2,324,610

| | ****(unaudited)

As of March 31, 2002 |  | (unaudited)

As of March 31, 2001
| | ------------------------------------- |  | ---------------------------------

|             | Trade
receivables |  | Other assets |  | Total assets |  | Trade
receivables |    | Other assets |    | Total assets
|------------ | ----------------- |  | ------------ |  | ------------ |  | ----------------- | -- | ------------ | -- | ------------
|             | *US$*             |  | *****US$*    |  | *US$*        |  | *US$*             | ** | *US$*        | ** | *US$*       
|             |                   |  |              |  |              |  |                   |    |              |    |             
|**Assets**   |                   |  |              |  |              |  |                   |    |              |    |             
|*IATA Area 1 | 1,825,319         |  | -            |  | 1,825,319    |  | 1,643,952         |    | -            |    | 1,643,952   
|*IATA Area 2 | 136,920           |  | -            |  | 136,920      |  | 5,679             |    | -            |    | 5,679       
|*IATA Area 3 | 1,123,357         |  | 3,446,543    |  | 4,569,900    |  | 713,586           |    | 2,500,604    |    | 3,214,190   
|             |                   |  |              |  |              |  |                   |    |              |    |             
|TOTAL        | 3,085,596         |  | 3,446,543    |  | 6,532,139    |  | 2,363,217         |    | 2,500,604    |    | 4,863,821   

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

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

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

Note 8.		Related Party Transactions

During the periods from January 1 to March 31, 2002 and 2001, the Group had the following
balances and transactions with related parties:

| |                                                                                | (unaudited) |  | (unaudited)
| | ------------------------------------------------------------------------------ | ----------- |  | -----------
| |                                                                                | 2002        |  | 2001       
| |                                                                                | *US$*       |  | *US$***    
| | Payment of freight cost to companies controlled by directors of the
Company    | (11659)     |  | (15104)    
| |                                                                                |             |  |            
| | Received freight income from companies controlled by directors of the
Company  | 58          |  | 368        
| |                                                                                |             |  |            
| | Received interest income from a company controlled by directors of
the Company | 1731        |  | 1316       

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

(b)     Loan to a related company amounting to $115,385 as of March 31, 2002 is unsecured, bears
interest at 6% p.a. and has no fixed repayment terms.

(c)	As of March 31, 2002, the balance due to the Group from a director amounting to $130,057
is unsecured, interest-free and has no fixed repayment terms.

(d)	As of March 31, 2002, general banking and loan facilities granted by various bankers to the
Group were secured by directors' personal guarantees amounting to $2,990,763.

Note 9      Post Balance Sheet Events

Subsequent to the balance sheet date, the Company acquired approximately an 81% interest
in a subsidiary, Airgate International Crop., which is a New York-based logistics and freight
forwarder.  In connection with this transaction, the Company has issued an aggregate of 1.7
million shares of common stock (issued without par value) and it will also pay over a two year
period of cash consideration in $1.5 million with this acquisition.  The closing of the transaction
is deemed effective as of April 30, 2002.

******ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION**

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

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

**OVERVIEW**

The following discussion is applicable to the Company's financial condition and results of
operations for the three-month periods ended March 31, 2002 and March 31, 2001.



Pacific CMA, Inc. (Pacific CMA) does not directly carry on any business activities.
However, its wholly owned subsidiary, AGI Logistics (HK) Ltd. (AGI), operates an integrated
logistics and freight forwarding business which is based in Hong Kong and which primarily
handles delivery of goods from South China and Hong Kong to overseas countries, mainly in the
Far East and the US.  The principal services provided by AGI Group are airfreight forwarding,
ocean freight forwarding, operation of feeder services from and to China and warehousing and
trucking (land forwarding).  In the Far East, Mainland China is the target market for expansion
by AGI Group.

The business of AGI was first established in August 1998 and now consists of its own
operations, as well as those of its subsidiaries.  On March 31, 2002, its Hong Kong incorporated
subsidiaries included Sparkle Shipping, Godown, Wharf & Transp. Co., Ltd. and Guangzhou
Huasheng Int'l Forwarding Ltd. (Guangzhou Huasheng).   The following discussion concerning
results of operations and liquidity and capital resources of Pacific CMA, is based solely upon the
business operations which are carried on by the group consisting of its wholly owned subsidiary
AGI, and the subsidiaries of AGI.  Overall, our net results during the period were adversely
affected by weakness in the global economy and by increases in overhead costs.  Traditionally,
the first quarter is the low season for the freight forwarding industry in Hong Kong compared to
other quarters of the year due to the Lunar New Year long holidays.



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



(1)	Expansion of the sales and marketing department by recruiting three additional sales
representatives to make a team of six sales persons.

(2)	Establishment of new agency partners in U.A.E., Japan, Indonesia, Canada and Germany.

(3)	Expansion of feeder voyage services to 3 voyages per week.  Sparkle Shipping, Godown,
Wharf& Transp. Co., Ltd. is a sole agent in Zhuhai Goalan effective from March 2002.

(4)	Subsequent to the end of the period the Company completed the acquisition of an 81%
controlling interest in Airgate International Corp., which is a New York based logistics and
freight forwarder.  The closing of the transaction was deemed effective as of April 30, 2002, and
accordingly, the Company's financial statements for the first quarter do not include the results of
operation of Airgate for the period.

**RESULTS OF OPERATIONS**

BUSINESS SEGMENT OPERATING RESULTS

Our total revenue for the period ended March 31, 2002 increased 28.06% as compared with
the period ended March 31, 2001, from US$2,324,610 in 2001 to US$2,976,871 in 2002.  The
increase in revenue was due to an increase in tonnage which is the result of our exploration of
new market in U.A.E., Japan, Singapore, Australia and Thailand and the establishment of
constant relationships with new customers in those markets.  In addition, there were increased
prepaid shipments within the first quarter.  During the period, our cost of forwarding increased
34.30%, from US$1,748,896 in 2001 to US$2,348,706 in 2002, mainly as a result of increased
costs in the airfreight business.  Gross margin for the period decreased from 24.77% in 2001 to
21.10% in 2002 and gross profit (revenue minus cost of forwarding) for the period increased
9.11%, from US$575,714 in 2001, to US$628,165 in 2002.  On the other hand, as a result of an
overall increase in overhead and administrative expenses, we had a net loss of US$18,830 for the
period as compared to net income of 103,681 in the same period of 2001.

The results of operations for each segment are as follows.



Airfreight operation: Revenue from airfreight operations increased 30.89% from US$1,610,438
in 2001 to US$2,107,927 in 2002.  The volumes and the sell rates of airfreight were improved in
2002 compared with 2001.  Our main customer base is in the garment industry which prefers
airfreight to sea freight transportation.  As a result of the effect of the September 11 terrorist attacks,
the inventory levels in the US were generally low in the first quarter of 2002.  This resulted in an
increase in demand for urgent shipments, especially from garment industry.  The increase in tonnage
caused an increase in the demand for shipment space.  In addition, it was the maintenance season for
airlines in February and March which resulted in a decrease in the number of available flights. These
factors led to a rise in the cost of purchasing airfreight space, especially in March of 2002. As a
result, costs for the airfreight forwarding operation increased 46.05% from US$1,206,248 in 2001
to US$1,761,777 in 2002 and the gross profit margin decreased from 25.10% to 16.42%.  This
resulted in a 14.36% decrease in gross profit, from US$404,190 in 2001 to US$346,150 in 2002.

Total segment overhead attributable to the airfreight operation increased 32.93% from
US$148,193 in 2001 to US$196,992 in 2002.  Details regarding the increase in overhead expenses
are discussed below under the section title "Other Operating Expenses."

Overall, net segment income for the airfreight operation decreased 41.67% for the period, from
US$255,697 in 2001 to US$149,158 in 2002.  The decrease in net income was mainly the result of
the increment in overheads attributable to airfreight operations.



Sea freight operation: Revenue from sea freight operation increased 26.02% to US$863,007
in 2002 from US$684,810 in 2001.  This increase in revenue for the quarter was due to
shipments made on behalf of customers from new markets we explored.  There was an increase
in profitable loose freight consolidation shipments to Australia and US during the quarter.  There
was a 9.83% increase in the cost of forwarding for the sea freight operation in the period, from
US$522,215 in 2001 to US$573,536 in 2002.  There was an abundant supply of space especially
for shipments to the West Coast of the US.  During the quarter the gross margin increased from
23.74% to 33.54%, and gross profit increased 78.03%, from US$162,595 in 2001 to US$289,471
in 2002.

Total segment overhead attributable to the sea freight operation increased by 72.25%, from
US$62,521 in 2001 to US$107,694 in 2002.  Overall net income for sea freight operation increased
81.64%, from US$100,074 in 2001 to US$181,777 in 2002.  The increase in net income was mainly
the result of the increase in gross margins attributable to the sea freight operation.

Trucking (Land forwarding): Revenue from trucking operations decreased 79.78% to
US$5,937 in 2002 from US$29,362 in 2001. Our strategic plan is to reduce our trucking
operations because of the level of competition in the local Hong Kong market and in China.  As a
result of the level of competition we have determined that there are limited opportunities for
acquiring market share and generating profits. We have determined that the overhead cost to
maintain own truck is too high.  We have been using more sub-contractors in order to reduce
fixed costs.  As a result, the manpower devoted to trucking has been reduced.  Costs associated
with the trucking operation decreased 34.45% during the year, from US$20,433 in 2001 to
US$13,393 in 2002.  During the period there was a gross loss of US$7,456 in 2002 as compared
to a gross profit of US$8,929 in 2001.  Overall, there was a net loss from trucking operations of
US$25,076 in 2002 as compared to a net loss of $29,047 in 2001.  For the period, overhead
expenses attributable to the trucking business decreased 53.60%, from US$37,976 in 2001 to
US$17,620 in 2002.

**OTHER OPERATING EXPENSES**

*****SELLING AND ADMINISTRATIVE EXPENSES*

Selling and administrative expenses increased 33.31% to US$591,221 in 2002 from
US$443,495 in 2001.  The following factors caused the increase in expenses:

****Compensation cost: On February 12, 2002 and March 9, 2002, an aggregate of 46,500 shares of
common stock were issued pursuant to the 2000 Stock Plan of Pacific CMA, Inc.  These shares were
valued at approximately US$40,725 as compensation cost.****

Legal and professional fees: Legal and professional fees were increased substantially, from US$444
in 2001 to US$11,182 in 2002.  This includes the cost of issuing share certificates, shareholder
maintenance and other market data access fees.

Overseas traveling: Expenses related to overseas traveling increased 92.87% from US$14,131 in
2001 to US$27,254 in 2002.  The increase in travel expenses was mainly due to costs attributable
to an increase in the number of trips to US by Company management for meetings with investment
bankers  and others.

Salaries and allowance: Salaries and allowances for the period increased by 61.05%, from
US$200,858 in 2001 to US$323,487 in 2002.  There was a salary increment effective from June
2001.  In addition, there were increased numbers of employees for the sales and marketing
department in the first quarter of 2002.



*****DEPRECIATION AND AMORTIZATION*

Depreciation and amortization increased from US$44,469 in 2001 to US$49,843 in 2002.  The
increase in depreciation expense was attributable to additional property, plant and equipment
acquired from April 2001 onwards.  The largest amounts expended for property, plant and equipment
were for the decoration of offices, design of the I.T. system, and purchases of computer hardware
and software.

NON-OPERATING INCOME

*****INTEREST AND OTHER INCOME*

Interest and other income decreased from US$25,229 in 2001 to US$14,084 in 2002.  This
was due to the decrease in bank interest income because of the decreased interest rate.

*****INTEREST EXPENSES*

Interest expenses increased to US$14,753 in 2002 from US$3,885 in 2001.  The increase in
interest expenses is due primarily to the bank trust receipts and bank overdrafts involved, and the
new inception of bank loans.

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

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

Cash used in operating activities for the period ended March 31, 2002 was US$729,630, as
compared to US$793,931 for the period ended March 31, 2001.  The cash outflow in the first quarter
of 2002 was primarily the result of a combination of two factors.  During the period we made prompt
payment of monies owed to our vendors (accounts payable).  This is reflected in the fact that during
the period we reduced our outstanding accounts payable by US$589,485, or a total of 21.97% as
compared to outstanding accounts payable as of March 31, 2001.  In addition, there were a cash
outflow of US$202,460 for deposits, prepayment and other items for the first quarter of 2002.

Net cash used in investing activities was US$142,792 in 2002, as compared to net cash used
in investing activities of US$171,505 during the year of 2001.  In 2001, the main cash outflow was
loan to a related party amounting to US$115,385.  The net cash outflow in 2002 was mainly due to
the fund advanced to a director.

Net cash obtained from financing activities was US$42,014 in the first quarter of 2001, as
compared to US$502,372 for the first quarter of 2002.  The cash obtained in 2001 was due to an
increase in additional paid-in capital.  In the same period of 2002, we obtained a short-term loan
from a bank for the amount of US$40,027.  There were also bank overdrafts withdrawn from our
bankers amounting to US$543,458.



We had cash and cash equivalents on hand of US$2,263,507 at the beginning of 2002, as
compared to cash and cash equivalents on hand of US$2,345,816 at the beginning of 2001.  Despite
the fact that we had an overall reduction of US$370,050 of cash and cash equivalents on hand as of
the end of the first quarter of 2002, we still had a total of US$1,894,903 of cash and cash equivalents
on hand as of the end of March 31, 2002, as compared to that of US$1,418,784 as of the end of
March 31,2001.  Management intends to rely primarily on cash flow from operations for short-term
liquidity, and believes that we have adequate liquidity to satisfy our cash needs for the twelve months
following the end of March 31, 2002.



If necessary, we believe we can obtain additional liquidity through further negotiation of
short-term loans from banks and other sources to satisfy our short-term funding needs.  Banking
facilities totaling US$2.74 million were granted by four banks in Hong Kong.  These banking
facilities are intended to assist in satisfying short-term funding needs, including overdraft protection
and revolving lines of credit.



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



**OTHER RISK FACTORS**



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



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



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



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



Additional risks and uncertainties include:

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

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

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

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

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

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

7.	The number of purchase orders from the US dropped as a result of a slowdown in the US
economy. This has resulted in a decrease in traffic volume for the business of freight forwarding.
We forecast there will be an adverse effect shown in both the first and second quarters of 2002.

8.	After the September 11 terrorist attacks in the US, airlines charge additional costs, such as
fuel surcharges, insurance surcharges and war risk surcharges.  As a result, the  transportation costs
for shippers and consignees have increased, since we pass most of the additional costs through to
freight payers.  This reduces the incentive of customers to make shipments and has resulted in an
increase in the number of order cancellations.



PART II

ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.

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

No matters were submitted to a vote of the security holders of the Company during the first quarter
ending March 31, 2002.

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

No reports on Form 8-K were filed during the quarter ended March 31, 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, Treasurer and Director

By:/S/ SCOTT TURNER

Scott Turner, President and Director

By:/S/ LOUISA CHAN

Louisa Chan, Director

Date: May 14, 2002