******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, 2001.

___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

7331 South Meadow Court

Boulder, CO 80301

(Former name or former address, if changed since last report)

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 31, 2001, there were 20,742,000 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 2001,
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               | 5 
|Condensed Consolidated Statements of Operations      | 7 
|Condensed Consolidated Statements of Cash Flows      | 8 
|Notes to Condensed Consolidated Financial Statements | 10



**PACIFIC CMA, INC.**

**CONDENSED CONSOLIDATED BALANCE SHEETS**

|                                      |                   |  | (Unaudited)    
|------------------------------------- | ----------------- |  | ---------------
|                                      | December 31,
2000 |  | March 31,

2001
|                                      | US$               |  | US$            
|**ASSETS**                            |                   |  |                
|**Current assets**                    |                   |  |                
|Cash and cash equivalents             | 2,345,816         |  | 1,418,784      
|Fixed deposits                        | 27,708            |  | 28,352         
|Trade receivables                     | 2,753,215         |  | 2,438,717      
|Loan receivable                       | -                 |  | 115,385        
|Deposits, prepayment and other debtor | 168,870           |  | 273,857        
|Tax refundable                        | 755               |  | 754            
|**Total current assets**              | 5,296,364         |  | 4,275,849      
|                                      |                   |  |                
|Property, plant and equipment, net    | 360,881           |  | 357,200        
|Goodwill                              | 6,149             |  | 5,755          
|Deferred offering costs               | 225,364           |  | 225,017        
|                                      |                   |  |                
|**Total assets**                      | 5,888,758         |  | 4,863,821      
|                                      |                   |  |                

****See notes to condensed consolidated financial statements.****

**PACIFIC CMA, INC.**

**CONDENSED CONSOLIDATED BALANCE SHEETS**

| |                   |  | (Unaudited)    
| | ----------------- |  | ---------------
| | December
31, 2000 |  | March 31,

2001
| | US$               |  | US$****        

|**LIABILITIES AND STOCKHOLDERS' EQUITY**                      | ****      |  |          
|------------------------------------------------------------- | --------- |  | ---------
|**********Current liabilities**                               |           |  |          
|Trade payables                                                | 1,984,381 |  | 989,303  
|Accrued charges and other creditors                           | 193,004   |  | 53,061   
|Deposit received                                              | 12,382    |  | -        
|Due to a director                                             | 1,913     |  | 1,628    
|Obligations under hire purchase contracts - current portion   | 49,222    |  | 28,633   
|Income tax payable                                            | 89,577    |  | 66,089   
|****                                                          |           |  |          
|**Total current liabilities**                                 | 2,330,479 |  | 1,138,714
|Obligations under hire purchase contracts non-current portion | 28,767    |  | 16,436   
|Deferred taxes                                                | 14,495    |  | 14,473   
|                                                              |           |  |          
|**Total liabilities**                                         | 2,373,741 |  | 1,169,623
|                                                              |           |  |          
|Stockholders' equity                                          |           |  |          
|Common stock with no par value                                | 4,080     |  | 4,080    
|Additional paid-in capital                                    | 1,966,718 |  | 2,042,218
|Other comprehensive loss                                      | (2,912)   |  | (8,325)  
|Retained earnings                                             | 1,547,131 |  | 1,656,225
|                                                              |           |  |          
|**Total stockholders' equity**                                | 3,515,017 |  | 3,694,198
|****                                                          |           |  |          
|**Total liabilities and stockholders' equity**                | 5,888,758 |  | 4,863,821

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**

|                                         | (Unaudited)

Three months ended
March 31, 2000 |  | (Unaudited)

Three months ended
March 31, 2001
|---------------------------------------- | ---------------------------------------------- |  | ----------------------------------------------
|                                         | US$                                            |  | US$                                           
|                                         |                                                |  |                                               
|**Freight forwarding income**            | 2,535,831                                      |  | 2,324,610                                     
|                                         |                                                |  |                                               
|**Cost of forwarding**                   | (1,884,813)                                    |  | (1,748,896)                                   
|                                         |                                                |  |                                               
|**Gross profit**                         | 651,018                                        |  | 575,714                                       
|                                         |                                                |  |                                               
|**Operating expenses**                   |                                                |  |                                               
|Selling and administrative expenses      | (378,232)                                      |  | (443,495)                                     
|Depreciation                             | (18,752)                                       |  | (44,085)                                      
|                                         |                                                |  |                                               
|Total operating expenses                 | (396,984)                                      |  | (487,580)                                     
|                                         |                                                |  |                                               
|**Income from operations**               | 254,034                                        |  | 88,134                                        
|                                         |                                                |  |                                               
|**Non-operating income (expenses)**      |                                                |  |                                               
|Interest and other income                | 6,014                                          |  | 25,229                                        
|Interest expenses                        | (879)                                          |  | (3,885)                                       
|Amortization of goodwill                 | (384)                                          |  | (384)                                         
|                                         |                                                |  |                                               
|Net non-operating income                 | 4,751                                          |  | 20,960                                        
|                                         |                                                |  |                                               
|**Income before income taxes**           | 258,785                                        |  | 109,094                                       
|                                         |                                                |  |                                               
|Provision for income taxes               | -                                              |  | -                                             
|                                         |                                                |  |                                               
|**Net income**                           | 258,785                                        |  | 109,094                                       
|                                         |                                                |  |                                               
|**Other comprehensive income (loss)**    |                                                |  |                                               
|Foreign currency translation adjustments | 2,612                                          |  | (5,413)                                       
|                                         |                                                |  |                                               
|**Comprehensive income**                 | 261,397                                        |  | 103,681                                       
|                                         |                                                |  |                                               
|****Net income per share                 |                                                |  |                                               
|                                         |                                                |  |                                               

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

|Basic                                                           | 20,000,000 |  | 20,489,256
|--------------------------------------------------------------- | ---------- |  | ----------
|                                                                |            |  |           
|Diluted                                                         | 20,000,000 |  | 20,689,256
|                                                                |            |  |           
|**Net income per share of common stock**

**Basic and Diluted** | 0.013      |  | 0.005     

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**

| |  |  | (unaudited)

March 31, 2000 |  | (unaudited)

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

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

| | Net income |  | 258,785 |  | 109,094
| | ---------- |  | ------- |  | -------
| |            |  |         |  |        

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

| | **provided by (used in) by operating activities** |  | 
| | ------------------------------------------------- |  | 

| | Depreciation |  | 18,752 |  | 44,085
| | ------------ |  | ------ |  | ------

| | Amortization of goodwill | 384 |  | 384
| | ------------------------ | --- |  | ---

| | Loss on disposal of property, plant and equipment | - |  | 14,879
| | ------------------------------------------------- | - |  | ------

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

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

| | Deposits received |  | - |  | (12,363)
| | ----------------- |  | - |  | --------

| | Accounts receivable | (9,475) |  | 310,263
| | ------------------- | ------- |  | -------

| | Deposits, prepayment and other debtor | 11,483 |  | (105,247)
| | ------------------------------------- | ------ |  | ---------

| | Accounts payable |  | (53,476) |  | (983,930)
| | ---------------- |  | -------- |  | ---------

| | Accrued charges and other creditors | (90,234) |  | (147,746)
| | ----------------------------------- | -------- |  | ---------

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

|**Net cash provided by (used in) operating activities** | 136,219 |  | (793,931)
|------------------------------------------------------- | ------- |  | ---------

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

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

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

| | Due from other related parties                              | (278,320) |  | -       
| | ----------------------------------------------------------- | --------- |  | --------
| | Acquisition of subsidiaries                                 | (69,223)  |  | -       
| | Acquisition of property, plant and equipment                | (5,245)   |  | (69,941)
| | Sale proceed from disposal of property, plant and
equipment | -         |  | 14,103  

|**Net cash used in investing activities** | (352,788) |  | (171,223)
|----------------------------------------- | --------- |  | ---------

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

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

| | Fixed deposits                            | -         |  | (687)   
| | ----------------------------------------- | --------- |  | --------
| | Capital element of hire purchase payments | (2,950)   |  | (32,799)
| | Advances from/to a director               | (554,107) |  | (282)   
| | Additional paid-in capital                | 1,281,318 |  | 75,500  

|**Net cash provided by financing activities** | 724,261 |  | 41,732
|--------------------------------------------- | ------- |  | ------

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

|**Net increase (decrease) in cash and cash equivalents** | 507,692 |  | (923,422)
|-------------------------------------------------------- | ------- |  | ---------

|**Exchange difference** |  | 1,270 |  | (3,610)
|----------------------- |  | ----- |  | -------

|**Cash and cash equivalents at beginning of period** | 93,050 |  | 2,345,816
|---------------------------------------------------- | ------ |  | ---------

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

|**Cash and cash equivalents at end of period** | 602,012 |  | 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, 2000 and March 31,
2001and for the three months ended March 31, 2000 and 2001 have been prepared in accordance
with generally accepted accounting principles 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 generally
accepted accounting principles 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,
2001 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, 2000 included
in the Company's Form 10-K filed on March 30, 2001.

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 income for the three months ended March 31, 2000 and
2001 are presented in the following table:

|                                         | (unaudited)

2000 |  | (unaudited)

2001
|---------------------------------------- | ----------------- |  | -----------------
|                                         | US$               |  | US$              
|**Net income**                           | 258,785           |  | 109,094          
|**Other comprehensive income (loss)**    |                   |  |                  
|Foreign currency translation adjustments | 2,612             |  | (5,413)          
|**Comprehensive income**                 | 261,397           |  | 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,
2000** |  | ****Three Months Ended March 31, 2001**

|                                                                | **Income** | **** | ******Shares** |  | ****Per-Share
Amount** |  | **Income** | **** | **Shares** |  | ****Per-Share
Amount**
|--------------------------------------------------------------- | ---------- | ---- | -------------- |  | ---------------------- |  | ---------- | ---- | ---------- |  | ----------------------
|                                                                | ***US$***  |      |                |  | ***********US$***      |  | ***US$***  |      |            |  | ***********US$******* 
|                                                                |            |      |                |  |                        |  |            |      |            |  |                       
|******Net Income**                                              | 258,785    |      |                |  |                        |  | 109,094    |      |            |  |                       
|                                                                |            |      |                |  |                        |  |            |      |            |  |                       
|******Basic EPS**                                               |            |      |                |  |                        |  |            |      |            |  |                       
|Income available to
common
stockholders                         | 258,785    |      | 20,000,000     |  | 0.013                  |  | 109,094    |      | 20,489,256 |  | 0.005                 
|                                                                |            |      |                |  |                        |  |            |      |            |  |                       
|Effect of
Dilutive
Securities                                   |            |      |                |  |                        |  |            |      |            |  |                       
|Stock options                                                   | -          |      | -              |  |                        |  | 245        |      | 200,000    |  |                       
|                                                                |            |      |                |  |                        |  |            |      |            |  |                       
|******Diluted EPS**                                             |            |      |                |  |                        |  |            |      |            |  |                       
|Income available to
common
stockholders and
assumed conversions | 258,785    |      | 20,000,000     |  | 0.013                  |  | 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,
2001 and will expire on August 31, 2005.

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 has been issued at a price of US$0.25 per share pursuant to a plan of private
placement.  The proceeds from this issue, net of issuing expenses of US$10,000, was credited
to additional paid-in-capital.

As a result, at March 31, 2001, the Company's issued and outstanding capital stock comprised
of 20,742,000 shares of common stock and no shares of preferred stock.

Subsequent to March 31, 2001, the private placement continued. Up to April 30, 2001, a further
191,300 shares of common stock has been 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.  On May 8, 2001, the Company filed a registration statement with the
Securities and Exchange Commission for the purpose of registering for resale the aggregate
number of 533,300 shares of common stock sold pursuant to the private placement
memorandum.  The registration statement has not yet been declared effective.

Note 6.  Contingencies

The Group has pledged fixed deposits of US$28,352  to secure a guarantee of US$25,681 given
by a bank to third parties.

Note 7.	 Segment Information

The Group operates in three business segments. The accounting policies adopted by the Group
for segment reporting are described in the summary of significant accounting policies in the
Company's on Form 10-K filed for the year ended December 31, 2000.

The following table summarized the selected segment data for the three months ended March
31, 2000 and 2001:

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

| | 2000 |  | 2001 |  | 2000 |  | 2001 |  | 2000 |  | 2001 |  | 2000 |  | 2001
| | ---- |  | ---- |  | ---- |  | ---- |  | ---- |  | ---- |  | ---- |  | ----
| | US$  |  | US$  |  | US$  |  | US$  |  | US$  |  | US$  |  | US$  |  | US$ 

|Turnover | 1,734,300 |  | 1,610,438 |  | 798,761 |  | 684,810 |  | 2,770 |  | 29,362 |  | 2,535,831 |  | 2,324,610
|-------- | --------- |  | --------- |  | ------- |  | ------- |  | ----- |  | ------ |  | --------- |  | ---------

|Cost of sales                                  | (1,433,180) |  | (1,206,248) |  | (413,848) |  | (522,215) |  | (37,785) |  | (20,433) |  | (1,884,813) |  | (1,748,896)
|---------------------------------------------- | ----------- |  | ----------- |  | --------- |  | --------- |  | -------- |  | -------- |  | ----------- |  | -----------
|Gross Profit (loss)                            | 301,120     |  | 404,190     |  | 384,913   |  | 162,595   |  | (35,015) |  | 8,929    |  | 651,018     |  | 575,714    
|Depreciation                                   | (8,688)     |  | (6,760)     |  | (2,172)   |  | (7,471)   |  | (1,036)  |  | (5,502)  |  | (11,896)    |  | (19,733)   
|Other segment expenses attributable to
segment | (134,710)   |  | (141,282)   |  | (42,137)  |  | (55,050)) |  | (10,665) |  | (29,044) |  | (187,512)   |  | (225,376)  
|Segment income (loss)                          | 157,722     |  | 256,148     |  | 340,604   |  | 100,074   |  | (46,716) |  | (25,617) |  | 451,610     |  | 330,605    

|Net other unallocated expenses |  |  |  |  |  |  | (192,825) |  | (221,511)
|------------------------------ |  |  |  |  |  |  | --------- |  | ---------

|Net income |  |  |  |  |  |  |  |  |  | 258,785 |  | 109,094
|---------- |  |  |  |  |  |  |  |  |  | ------- |  | -------

Note 8. Related Party Transactions

During the periods from January 1 to March 31, 2000 and 2001, the Group had the following
balances and transactions with related parties:

|                                                                               | (unaudited)
2000 US$ | (unaudited)
2000 US$
|------------------------------------------------------------------------------ | -------------------- | --------------------
|Loan to a company controlled by the director of the
Company                    | -                    | 115,385             
|Payment of freight cost to companies controlled by
directors of the Company    | -                    | 15,104              
|Received freight income from companies controlled by
directors of the Company  | 1,483                | 368                 
|Received interest income from a company controlled by
directors of the Company | -                    | 1,316               

- As of Decembert 31, 2000 and March 31, 2001, the Company's directors have
beneficial interests in the Company and all the aforementioned related parties.
- Certain general and administrative expenses incurred by the Group during the
period on behalf of the related parties were reimbursed by the respective related
parties at cost.
- The Group received / made certain advances from / to a director.  The balances
due to the Group as of December 31, 2000 and March 31, 2001 were unsecured,
interest-free and have no fixed repayment terms.
- Loan to a related company as of March 31, 2001 is unsecured, bears interest at
6% p.a. and has no fixed repayment terms.

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



OVERVIEW

The following discussion is applicable to the Company's financial condition and results of
operations for the three-month periods ended March 31, 2001, and March 31, 2000.

The Company operates an integrated logistics business through its subsidiaries.  The
Company's principal services are airfreight forwarding, ocean freight forwarding, feeder
services from and to China, warehousing and trucking.

Overall, the Company's net results during the quarter were adversely affected by weakness in
the global economy and the increased overhead of the Company.  Traditionally, it is the low
season for the freight forwarding industry in Hong Kong for the first quarter compared to other
quarters of the year due to the Lunar New Year holiday.

During the first quarter of 2001, new developments have been made with respect to the
following:

- Development of new container feeder line to Gaolan, Zhuhai International Container
Terminals and opening representative office in Zhubai.

- Airfreight office and warehouse moved to new facilities, nearly doubling the warehousing
capacity at Chek Lap Kok airport.

- Became members of IATA, FIATA and HAFFA in January 2001.

RESULTS OF OPERATIONS

REVENUE

Revenue for the quarter decreased 8.33% to US$2,324,610 in 2001 from US$2,535,831 in
2000.  During the first quarter of 2000, there was high demand for shipment of electronic goods,
such as computer equipment and toys, because of the Y2K issue.  As a result, freight revenue
was high in the first quarter of 2000.  In 2001, revenue decreased to a more normal level as
compared to that of 2000.

Airfreight operation: Revenue from airfreight operations decreased 7.14% to US$1,610,438 in
the first quarter of 2001 as compared to US$1,734,300 in 2000.  Competitive pressure on
pricing and the slowdown in the economy combined to affect the performance of the airfreight
operation.  The decreased air export traffic, the primary contributor to airfreight forwarding
revenue, reflects a soft air outbound market, particularly in January and February, due to lower
activity levels from the customer base.

Sea freight operation: Revenue from sea freight operations decreased 14.27% to US$684,810 in
the first quarter of 2001 as compared to US$798,761 in 2000.  This decrease reflects the
slowdown in the economy that resulted in declining volumes, particularly in exports from Asia
to the United States.  Another development adversely affecting revenues was the increased
tonnage capacity deployed by the carriers at the same time as demand in the market was
weakening, which resulted in reductions in rates.  The increased tonnage capacity deployed by
the carriers also contributed to lower direct costs, thereby partially offsetting the adverse impact
on net revenue of lower volumes and lower rates.

Trucking: Revenue from trucking increased from US$2,770 in the first quarter of 2000 to
US$29,362 in 2001.  The Company has been devoting more effort to the trucking business by
exploring more potential customers during the first quarter of 2001.  In order to reduce fixed
costs, the Company has been using more sub-contractors rather than using its own vehicles for
delivery of goods.

COST

Costs for the Company decreased 7.21% to US$1,748,896 in the first quarter of 2001 from
US$1,884,813 in 2000.  This was due to an overall decrease of cargo volume which induced a
decrease in airline handling volume.  As a result of the decrease in volume, vendors were
willing to cut their prices, thereby lowering the Company's costs.

GROSS MARGIN

Gross margin decreased 11.57% to US$575,714 in 2001 from US$651,018 in 2000.  As a
percent of revenue, gross margin decreased to 24.77% from 25.67% in 2000.  The decrease in
gross margin was due to the competitive pressure on pricing and the effect of the slowdown in
the economy.

INTEREST AND OTHER INCOME

Interest and other income increased from US$6,014 to US$25,229.  This was due to the fact that
the Company had more cash resources invested in fixed deposits in order to generate stable and
low risk interest income.

INTEREST EXPENSES

Interest expenses increased 342.98% to US$3,885 in 2001 from US$879 in 2000.  The increase
in interest expenses is due primarily due to the fact that one more hire purchase creditor existed
in 2001, which increased the hire charges.

AMORTIZATION OF GOODWILL

Amortization of goodwill remained constant at US$384 in both 2001 and 2000.

SELLING AND ADMINISTRATIVE EXPENSES

Selling and administrative expenses increased 17.25% to US$443,495 in 2001 from
US$378,232 in 2000.  The following factors caused the increase in selling and administrative
expenses.

Salaries and allowances: Salaries and allowances increased by 19.45% from US$172,095 to
US$205,571.  The number of employees of the Group was relative constant for the two
quarters, totalling about 50 people.  The increased salaries were due to the salary increment
adopted April 2000.

Depreciation: Depreciation increased from US$18,752 in 2000 to US$44,085 in 2001.  The
increase in depreciation expense was the result of acquiring new fixed assets during the period
from April 2000 to March 2001.  The largest amounts expended for new fixed assets were for
the decoration of offices, design for the I.T. system, and for computer hardware and software.

Disposal of fixed assets: The Company disposed of a 44-ton tractor and a semi-trailer on March
30, 2001, causing a loss of US$6,482.  The Company chose to dispose of the tractor because of
ongoing expenses of repair and maintenance, and the fact that revenue from this tractor was not
satisfactory in management's view.  The Company s airfreight office moved to larger premises
at Chek Lap Kok airport on February 28, 2001, and disposed of the fixtures at the old office
location, causing a loss of US$8,397.

Mandatory provident fund: Following the implementation of the Mandatory Provident Fund

("MPF") in Hong Kong which became effective in December 2000, the Company now
maintains an MPF plan for its Hong Kong employees.  The assets of the MPF are held
separately from those of the Company in a provident fund managed by an independent trustee.
The Company was required to make contributions to the MPF beginning in January 2001, and
during the first quarter those contributions totaled US$11,993.

Repair and maintenance: Repair and maintenance increased from US$114 in 2000 to US$3,580
in 2001.  The increase in repair and maintenance expenses related to the move of the
Company's offices at Chek Lap Kok airport in 2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company has funded its operations and capital expenditures through cash flows from
operations and new issuances of share capital.

Cash used in operating activities for the three months ended March 31, 2001 was US$793,931,
compared to the cash inflow from operating activities of US$136,219 for the three months
ended March 31, 2000.    The increase in use of cash was the result of the Company's prompt
payment to its vendors, and slow collection from its overseas agents.  There was also Hong
Kong profits tax paid in the amount of US$23,350.

Cash used in investing activities decreased from US$352,788 in 2000 to US$171,223 in 2001.
In 2000, the Company had more funds devoted to investing activities because of its acquisition
of subsidiaries and amounts due to related parties.  However, in 2001, there was a loan
receivable from a related company with an interest at 6% p.a., with a principal amount of
US$115,385.

Cash obtained from financing activities was US$724,261 in 2000, and US$41,732 in 2001.  The
cash obtained in 2000 was due to the increase of additional paid-in capital as a result of the
acquisition of subsidiaries.  From January 1, 2001 to March 31, 2001, 342,000 of common stock
were sold as part of the Company's private placement, resulting in gross proceeds of
US$75,500.

Overall, there was a net increase in cash and cash equivalents in 2000 of US$507,692 as
compared to a net decrease in cash and cash equivalents in 2001 of US$923,422.  In the future,
the Company intends to devote more effort to management of its working capital resources.

OTHER RISK FACTORS

The Company's ability to provide service to its customers is highly dependent on its ability to
maintain good working relationships with a variety of entities such as airlines, steamship
carriers and governmental agencies.  Any breakdown in these working relationships would have
an adverse effect on Company operations.

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 marketplace
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 is negotiating
with the banks to get credit facilities for future financial needs.

Additional risks and uncertainties which could adversely effect Company operations include:

- Lower space allotments available from carriers.
- 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.
- Competitive marketplace conditions impeding the ability of the Company to pass future
cost increases to customers.
- Dependence of the Company on international trade resulting from favorable worldwide
economic conditions.
- Dependence of the Company on retention and addition of significant customers.
- The ability to recruit and retain skilled employees in a tight labor market.
- 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.

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, 2001.

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

The following reports on Form 8-K were filed during the quarter ended March 31, 2001:

- Current report on Form 8-K , dated March 15, 2001, filed with the US Securities and
Exchange Commission to report a change in certifying accountants.
- Current report on Form 8-K/A , date March 15, 2001, filed with the US Securities and
Exchange Commission to report the response of the previous auditor to the Company's
report of a change in certifying accountants.

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, President and Director

By: /S/ SCOTT TURNER

Scott Turner, Director

By: /S/ LOUISA CHAN

Louisa Chan, Director

Date: May 15, 2001