**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

FORM 10-QSB

X__Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
period ended June 30, 2003.

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

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

(Exact name of registrant as specified in its charter)

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

|4750 Table Mesa Drive

Boulder, CO       | 80305     
|---------------------------------------- | ----------
|(Address of principal executive offices) | (Zip Code)

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

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

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

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

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date:  At June 30, 2003, there were 22,423,350 shares outstanding.

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

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  The unaudited financial statements of registrant for the six months ended June 30, 2003,
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 ConsolidatedStatements of Cash Flows       | 
|Notes to Condensed Consolidated Financial Statements | 



PACIFIC CMA, INC.

FORM 10-Q

PART 1	FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS

**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED BALANCE SHEETS)**

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

**2003** |  | December 31,

2002
|                                                                      | **$**                  |  | $                 
|**ASSETS**                                                            |                        |  |                   
|                                                                      |                        |  |                   
|**Current assets**                                                    |                        |  |                   
|Cash and cash equivalents                                             | **654,443**            |  | 441,657           
|Restricted cash                                                       | **3,031,798**          |  | 2,655,589         
|Trade receivables, net of allowance for doubtful accounts of $137,970 | **5,961,096**          |  | 6,464,141         
|Deposits, prepayments and other                                       | **1,980,968**          |  | 1,116,007         
|Loan receivable                                                       | **12,600**             |  | 249,600           
|Deferred income taxes                                                 | **82,350**             |  | 82,350            
|                                                                      |                        |  |                   
|**Total current assets**                                              | **11,723,255**         |  | 11,009,344        
|                                                                      |                        |  |                   
|Property, plant and equipment, net                                    | **307,604**            |  | 361,578           
|Goodwill                                                              | **2,683,768**          |  | 2,683,768         
|Intangible asset, net                                                 | **2,192,667**          |  | 2,478,667         
|Deferred taxes                                                        | **2,613**              |  | 2,613             
|Loan receivable                                                       | **64,934**             |  | 66,224            
|Certificate of deposit                                                | **50,000**             |  | 50,000            
|                                                                      |                        |  |                   
|**Total assets**                                                      | **17,024,841**         |  | 16,652,194        

See notes to condensed consolidated financial statements.





**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED BALANCE SHEETS)**

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

**2003** |  | December 31,

2002
|                                               | **$**                  |  | $                 
|**LIABILIITES AND STOCKHOLDERS' EQUITY**       |                        |  |                   
|                                               |                        |  |                   
|**Current liabilities**                        |                        |  |                   
|Bank overdrafts                                | **2,110,968**          |  | 742,914           
|Trade payables                                 | **7,767,762**          |  | 7,855,965         
|Accrued charges and other creditors            | **253,332**            |  | 509,316           
|Due to a director                              | **97,868**             |  | 411,667           
|Obligations under finance leases               | **36,150**             |  | 38,124            
|Debt maturing within one year                  | **187,858**            |  | 479,607           
|Tax payable                                    | **222,779**            |  | 240,845           
|                                               |                        |  |                   
|**Total current liabilities**                  | **10,676,717**         |  | 10,278,438        
|Obligations under finance leases               | **45,068**             |  | 37,820            
|Deferred tax liability                         | **452,047**            |  | 580,747           
|                                               |                        |  |                   
|**Total liabilities**                          | **11,173,832**         |  | 10,897,005        
|                                               |                        |  |                   
|**Commitments and contingencies (Note 9)**     | **-**                  |  | -                 
|                                               |                        |  |                   
|**Stockholders' equity**                       |                        |  |                   
|Common stock with no par value                 | **1,551,865**          |  | 1,551,865         
|Additional paid-in capital                     | **1,786,718**          |  | 1,786,718         
|Other comprehensive loss                       | **(8,325)**            |  | (8,325)           
|Retained earnings                              | **2,520,751**          |  | 2,424,931         
|                                               |                        |  |                   
|******Total stockholders' equity**             | **5,851,009**          |  | 5,755,189         
|                                               |                        |  |                   
|**Total liabilities and stockholders' equity** | **17,024,841**         |  | 16,652,194        

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS)**

| | **(Unaudited)**

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

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

|                                                                    | **2003**          |  | 2002         |  | **2003**         |  | 2002        
|------------------------------------------------------------------- | ----------------- |  | ------------ |  | ---------------- |  | ------------
|                                                                    | **$**             |  | $            |  | **$**            |  | $           
|                                                                    |                   |  |              |  |                  |  |             
|******Freight forwarding income**                                   | **30,988,201**    |  | 13,546,135   |  | **16,961,821**   |  | 10,569,264  
|                                                                    |                   |  |              |  |                  |  |             
|******Operating expenses**                                          |                   |  |              |  |                  |  |             
|Cost of forwarding                                                  | **(26,003,696)**  |  | (11,244,767) |  | **(14,309,698)** |  | (8,896,061) 
|Selling and administrative expenses                                 | **(4,590,107)**   |  | (1,873,974)  |  | **(2,284,107)**  |  | (1,282,752) 
|Depreciation and amortization                                       | **(386,736)**     |  | (198,226)    |  | **(193,635)**    |  | (148,384)   
|                                                                    |                   |  |              |  |                  |  |             
|Total operating expenses                                            | **(30,980,539)**  |  | (13,316,967) |  | **(16,787,440)** |  | (10,327,197)
|                                                                    |                   |  |              |  |                  |  |             
|**Income from operations**                                          | **7,662**         |  | 229,168      |  | **174,381**      |  | 242,067     
|                                                                    |                   |  |              |  |                  |  |             
|**Non-operating income (expense)**                                  |                   |  |              |  |                  |  |             
|Net gain on disposal of a subsidiary                                | **-**             |  | 11,390       |  | **-**            |  | 11,390      
|Interest and other income                                           | **86,143**        |  | 53,534       |  | **38,643**       |  | 39,450      
|Interest expense                                                    | **(82,961)**      |  | (40,117)     |  | **(39,235)**     |  | (25,363)    
|                                                                    |                   |  |              |  |                  |  |             
|Net non-operating income (expense)                                  | **3,182**         |  | 24,807       |  | **(592)**        |  | 25,477      
|                                                                    |                   |  |              |  |                  |  |             
|**Income before income taxes**                                      | **10,844**        |  | 253,975      |  | **173,789**      |  | 267,544     
|                                                                    |                   |  |              |  |                  |  |             
|Provision for income taxes                                          | **84,976**        |  | (72,551)     |  | **30,004**       |  | (67,290)    
|                                                                    |                   |  |              |  |                  |  |             
|**Net income**                                                      | **95,820**        |  | 181,424      |  | **203,793**      |  | 200,254     
|                                                                    |                   |  |              |  |                  |  |             
|**Net income per share**                                            |                   |  |              |  |                  |  |             
|                                                                    |                   |  |              |  |                  |  |             
|Weighted average number of shares
outstanding                       |                   |  |              |  |                  |  |             
|Basic                                                               | **22,422,812**    |  | 20,368,713   |  | **22,423,350**   |  | 20,368,713  
|                                                                    |                   |  |              |  |                  |  |             
|Diluted                                                             | **22,596,240**    |  | 20,552,380   |  | **22,596,778**   |  | 20,552,380  
|                                                                    |                   |  |              |  |                  |  |             
|**Net income per share of common stock**

******Basic and Diluted** | **********0.004** |  | 0.009        |  | ******0.009**    |  | 0.010       

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

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

| |  |  | **(unaudited)**

**June 30, 2003** |  | (unaudited)

June 30, 2002
| |  |  | ---------------------------------- |  | --------------------------
| |  |  | **$**                              |  | $                         

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

| | Net income |  | **95,820** |  | 181,424
| | ---------- |  | ---------- |  | -------

|**Adjustments to reconcile net income to net cash (used in) provided** |  |  | 
|---------------------------------------------------------------------- |  |  | 

| | Depreciation and amortization                     | **386,736** |  | 198,226
| | ------------------------------------------------- | ----------- |  | -------
| | Loss on disposal of property, plant and equipment | **11,021**  |  | 896    

| | Net gain on disposal of a subsidiary |  | **-**      |  | (11,390)
| | ------------------------------------ |  | ---------- |  | --------
| | Compensation cost                    |  | **35,313** |  | 53,725  

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

| | Tax refundable |  | **-** |  | 19,530
| | -------------- |  | ----- |  | ------

| | Trade receivables               | **503,045**     |  | 618,502  
| | ------------------------------- | --------------- |  | ---------
| | Deposits, prepayments and other | **(1,032,966)** |  | (442,036)

| | Deferred taxes |  | **(128,700)** |  | 10,202   
| | -------------- |  | ------------- |  | ---------
| | Trade payables |  | **(88,203)**  |  | (196,622)

| | Accrued charges and other creditors | **(255,984)** |  | (33,026)
| | ----------------------------------- | ------------- |  | --------

| | Tax payable |  | **(18,066)** |  | 5,521
| | ----------- |  | ------------ |  | -----

|                                                        |               |  |        
|------------------------------------------------------- | ------------- |  | -------
|**Net cash (used in) provided by operating activities** | **(491,984)** |  | 404,952

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

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

| | Loan receivable |  | **238,290** |  | 68,267
| | --------------- |  | ----------- |  | ------

| | Acquisition of property, plant and equipment                  | **(32,194)**  |  | (69,503) 
| | ------------------------------------------------------------- | ------------- |  | ---------
| | Sales proceeds from disposal of property, plant and equipment | **10,898**    |  | 2,179    
| | Installments paid for acquisition of a subsidiary             | **(600,000)** |  | (313,618)
| | Installments received for disposal of a subsidiary            | **132,692**   |  | (36,622) 

|                                          |               |  |          
|----------------------------------------- | ------------- |  | ---------
|**Net cash used in investing activities** | **(250,314)** |  | (349,297)

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

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

| | Restricted cash                   | **(376,209)** |  | (667,856)
| | --------------------------------- | ------------- |  | ---------
| | Capital element of finance leases | **(31,213)**  |  | (18,002) 
| | Repayment to a director           | **(13,799)**  |  | (354,257)
| | Repayment of other loans          | **-**         |  | (50,117) 
| | Bank overdrafts                   | **1,368,054** |  | 836,999  
| | Borrowing of short-term debts     | **64,102**    |  | -        
| | Repayment of short-term debts     | **(55,851)**  |  | (138,980)

|                                                        |             |  |          
|------------------------------------------------------- | ----------- |  | ---------
|**Net cash provided by (used in) financing activities** | **955,084** |  | (392,213)

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

|Net increase (decrease) in cash and cash equivalents | **212,786** |  | (336,558)
|---------------------------------------------------- | ----------- |  | ---------

|**Exchange difference** |  | **-** |  | 2,046
|----------------------- |  | ----- |  | -----

|**Cash and cash equivalents at beginning of period** | **441,657** |  | 841,472
|---------------------------------------------------- | ----------- |  | -------
|                                                     |             |  |        
|**Cash and cash equivalents at end of period**       | **654,443** |  | 506,960

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 June 30, 2003 and December 31, 2002
and for the six months and three months ended June 30, 2003 and 2002 have been prepared in
accordance with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.  In the opinion of the Company's
management, all adjustments, consisting only of normal recurring adjustments, considered
necessary to present fairly the condensed consolidated financial statements have been made.

The condensed consolidated statement of operations for the six months and three months ended
June 30, 2003 and 2002, and cash flows for the six months ended June 30, 2003 and 2002 are
not necessarily indicative of the results that may be expected for the entire year.  These
condensed consolidated financial statements should be read in conjunction with the consolidated
financial statements and the related notes thereto for the year ended December 31, 2002 included
in the Company's Form 10-K filed on April 10, 2003.

******Restatement of financial statements**

Subsequent to the issuance of the Group's 2002 and 2003 first quarter consolidated financial
statements, management determined that the financial statements for 2002's second and third
quarters, 2002 full year, as well as 2003 first quarter required restatement due to the recognition
of a non-contractual customer relationship intangible asset at the date of acquisition of Airgate.

The Airgate acquisition occurred on April 30, 2002, shortly after the required implementation
date of SFAS No. 141 and SFAS No. 142.  At the time of the transaction, the Company made
a diligent attempt to apply the provisions of SFAS No. 141.  It determined that it did not have
a legal-contractual relationship with its customers.  Further, it did not believe that its relationship
with its customers met the 'separability' criterion.  However, the Company understands that in
adopting SFAS 141, practice has evolved which considers a broader concept of customer
relationship intangibles.  Accordingly, the management believes that a portion of the purchase
price of Airgate should be assigned to a non-contractual customer relationship intangible asset
with its corresponding deferred tax liability recognized in accordance with SFAS No. 109.

The restatement is attributable only to the recognition of a non-contractual customer
relationship, its amortization charges as well as the corresponding tax benefits.  The restatement
decreased the Group's 2002 first two quarters' net income by $111,083 from $292,507 or $0.01
per share, as originally reported, to $181,424 or $0.01 per share.  As a result, the restatement
reduced the Group's retained earnings by $111,083 from $2,014,588 as originally reported, to
$1,903,505.  Operating expenses and provision for income taxes for the 2002 second quarter
presented herein have been restated.

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 2.	Principles of Consolidation**

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

******Note 3.	Comprehensive income**

Comprehensive income for the six months and three months ended June 30, 2003 and 2002
equaled the reported net income.  Accumulated other comprehensive loss for all periods
represented 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.

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 4.	Earnings Per Share**

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

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

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

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

| | ******2003** |  | 2002 |  | ****2003**** | **** | ****2002
| | ------------ |  | ---- |  | ------------ | ---- | --------

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

|                                                                | ******$**                  |          |                     |          | **$**     |          | ****$               |          |            |          | $        |          | ******$**   |      |                |      | ******$**         |      | ****$                    |  |            |  | ****$
|--------------------------------------------------------------- | -------------------------- | -------- | ------------------- | -------- | --------- | -------- | ------------------- | -------- | ---------- | -------- | -------- | -------- | ----------- | ---- | -------------- | ---- | ----------------- | ---- | ------------------------ |  | ---------- |  | -----
|                                                                |                            |          |                     |          |           |          |                     |          |            |          |          |          |             |      |                |      |                   |      |                          |  |            |  |      
|******Net Income******                                          | **********95,820******     | ******** | ********            | ******** | ********  | ******** | ********181,424**** | ******** | ********   | ******** | ******** | ******** | **203,794** | **** |                |      |                   |      | ****************200,254  |  |            |  |      
|                                                                |                            |          |                     |          |           |          |                     |          |            |          |          |          |             |      |                |      |                   |      |                          |  |            |  |      
|******Basic EPS******                                           | ********                   | ******** | ********            | ******** | ********  | ******** | ********            | ******** | ********   | ******** | ******** | ******** | ********    |      |                |      |                   |      | ************************ |  |            |  |      
|Income available to
common
stockholders                         | ****95,820                 |          | ****22,422,812      |          | ****0.004 |          | 181,424             |          | 20,368,713 |          | 0.009    |          | ****203,794 | **** | ****22,423,350 | **** | ****0.009         | **** | 200,254                  |  | 20,368,713 |  | 0.010
|                                                                |                            |          |                     |          |           |          |                     |          |            |          |          |          |             |      |                |      |                   |      |                          |  |            |  |      
|Effect of dilutive
securities                                   |                            |          |                     |          |           |          |                     |          |            |          |          |          |             |      |                |      |                   |      |                          |  |            |  |      
|Stock options                                                   | **********-**              |          | **********173,428** |          |           |          | -                   |          | 183,667    |          |          |          | ****-       | **** | ****173,428    | **** |                   |      | ********-                |  | 183,667    |  |      
|                                                                |                            |          |                     |          |           |          |                     |          |            |          |          |          |             |      |                |      |                   |      |                          |  |            |  |      
|******Diluted EPS******                                         | ********                   | ******** | ********            | ******** | ********  | ******** | ********            | ******** | ********   | ******** | ******** | ******** | ********    |      |                |      |                   |      | ************************ |  |            |  |      
|Income available to
common
stockholders and
assumed
conversions | ****

****

******95,820** | ****     | ****22,596,240      |          | ****0.004 |          | 181,424             |          | 20,552,380 |          | 0.009    |          | ****203,794 | **** | ****22,596,778 |      | ************0.009 | **** | 200,254                  |  | 20,552,380 |  | 0.010

Stock options were granted to purchase 200,000 shares of common stock at an exercise price of $0.098 on September 1, 2000. These options are still
outstanding at the end of June 30, 2003 and will expire on August 31, 2005.



During the first quarter of 2003, stock grants to purchase an aggregate of 900 shares of common stock have been granted and exercised at an exercise
price of $nil pursuant to the terms stipulated in the Company's 2000 Stock Plan. (note 5).



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

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

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

As of December 31, 2001, 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
20,149,050 shares of common stock and no shares of preferred stock.

During the period from February 12, 2002 to December 2, 2002, an aggregate of 523,400 shares
of common stock was issued pursuant to the Company's 2000 Stock Plan.  These shares are
valued at approximately $128,200.

The above-mentioned stock grants were made to (i) the Group's employees and their family
members (37,200 shares of common stock in aggregate) as compensation for the employees'
services; (ii) the Group's business partners (239,200 shares of common stock in aggregate) as
incentive for their support to the Group's freight business; and (iii) professional lawyer and
public relation consultant firms (247,000 shares of common stock in aggregate) as consideration
for their respective services rendered to the Group.



The Group recorded the aggregate value of the stock grants of $70,075 as compensation cost and
expensed it during the period. This $70,075 represented the value of stock issued. The unit share
price and thus the fair value of stock were determined by management by reference to the
average market price of the Company's common stock, having taken into account other factors
affecting the market price such as the trading volume, daily turnover etc. less any stock issuing
costs. In respect of the stock grants given to professionals, management believes that the value
is comparable to the values of similar services offered by other service providers in the market.

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

In November 2002, the Company's legal action against Infinity Venture was settled, pursuant
to which 50,000 shares of common stock were deemed as issued to them at a fair value of
$12,500.

On February 4, 2003, 900 shares of common stock were issued pursuant to the Company's 2000
Stock Plan (note 4).  These shares are valued at approximately $558.

The Company's articles of incorporation authorized up to 100,000,000 shares of common stock,
no par value per share.  As of June 30, 2003, the Company's issued and outstanding capital stock
comprised 22,423,350 shares of common stock and no shares of preferred stock.

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

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

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

At balance sheet date, the Group had pledged the following assets:



(a)	Restricted cash deposits of $3,031,798 in respect of general banking facilities granted by
bankers.



(b)	 Shares in the newly acquired subsidiary (representing 81% interest) to the sellers in respect
of the consideration payable to them for the acquisition of the subsidiary.

**********Note 7.	Banking facilities**

As of June 30, 2003, to finance its working capital the Group's available banking facilities were
approximately $6,600,000 mainly obtained from creditworthy commercial banks in Hong Kong.
 As of that date, the total amount of banking facilities utilized was $4,327,781.  This was made
up of (i) about $2,110,968 of overdrafts; (ii) about $1,909,725 of invoice trust receipts which
are included in trade payables; (iii) about $37,858 of short-term bank loans; and (iv) about
$269,230 of bank guarantees for granting credit facilities to a subsidiary for airfreight payment.





**Note 8.	Non-cash transactions**

****During the first quarter of 2003, the Group entered into finance lease arrangements in respect
of assets with a total capital value at the inception of the contracts of $36,487.

**Note 9.	Commitments and contingencies**



*Commitments under operating leases*



There was no new operating lease agreement signed since last fiscal year 2002.



*Cargo space commitments*

****The Group has entered into written agreements with various carriers pursuant to which the
Group is committed to utilize a guaranteed minimum amount of cargo space each year.  As of
June 30, the minimum amount of such cargo space to be utilized in 2003 was approximately
$510,000.





**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 10.	Related party transactions**

|******Name and relationship of related parties** |                                          
|------------------------------------------------ | -----------------------------------------
|                                                 |                                          
|**********Name**                                 | ******R****elationship with the Company**
|Mr. Lam King Ko, Alfred ('Mr. Lam')              | Shareholder and director of the Company  
|Mr. Scott Turner ('Mr. Turner')                  | Shareholder and director of the Company  

During the six months and three months ended June 30, 2003 and 2002, the Group had the
following balances and transactions with related parties:

| |  | **(unaudited)**

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

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

|                                                                  |  | **2003** |  | 2002    |  | **2003** |  | 2002   
|----------------------------------------------------------------- |  | -------- |  | ------- |  | -------- |  | -------
|                                                                  |  | $        |  | $       |  | $        |  | $      
|Instalments payment to Mr.
Turner for acquisition of a
subsidiary |  | 300,000  |  | 150,000 |  | 150,000  |  | 150,000

(a)	As of June 30, 2003, the balance due to Mr. Lam from the Group amounting to $8,694 is
collateralized, interest-free and has no fixed repayment terms.

(b)	The consideration payable to Mr. Turner of $150,000 for the acquisition of Airgate, after
netting off a loan receivable of $60,826 due from him to Airgate, is $89,174, which is
collateralized by Airgate's shares, interest-free and repayable in December 2003 pursuant
to the stock purchase agreement.

(c)	As of June 30, 2003, general banking and loan facilities granted by various bankers to the
Group were secured by directors' personal guarantees amounting to $6,249,314.

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 11.	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, 2002.

(i)	The following table summarized the Group's operations for the six months ended June 30, 2003 and 2002 (unaudited) analyzed
into air, sea and land forwarding services:

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

|                                               | **2003**            |  | 2002        |  | **2003**          |  | 2002        |  | **2003**  |  | 2002     |  | **2003**                |  | 2002        
|---------------------------------------------- | ------------------- |  | ----------- |  | ----------------- |  | ----------- |  | --------- |  | -------- |  | ----------------------- |  | ------------
|                                               | **$**               |  | $           |  | **$**             |  | $           |  | **$**     |  | $        |  | **$**                   |  | $           
|                                               |                     |  |             |  |                   |  |             |  |           |  |          |  |                         |  |             
|Turnover                                       | **20,033,792**      |  | 9,443,007   |  | **10,954,409**    |  | 4,097,192   |  | **-**     |  | 5,936    |  | **30,988,201**          |  | 13,546,135  
|                                               |                     |  |             |  |                   |  |             |  |           |  |          |  |                         |  |             
|Cost of forwarding                             | **(16,614,202)**    |  | (7,849,712) |  | **(9,389,494)**   |  | (3,381,663) |  | **-**     |  | (13,393) |  | **(26,003,696)**        |  | (11,244,768)
|                                               |                     |  |             |  |                   |  |             |  |           |  |          |  |                         |  |             
|Depreciation and amortization                  | **(239,210)**       |  | (98,546)    |  | **(83,371)**      |  | (29,665)    |  | **-**     |  | (3,793)  |  | **(322,581)**           |  | (132,004)   
|                                               |                     |  |             |  |                   |  |             |  |           |  |          |  |                         |  |             
|Interest expenses                              | **(45,622)**        |  | (17,449)    |  | **(2,264)**       |  | -           |  | **-**     |  | (771)    |  | **(47,886)**            |  | (18,220)    
|                                               |                     |  |             |  |                   |  |             |  |           |  |          |  |                         |  |             
|Other segment expenses
attributable to segment | ******(1,279,817)** |  | (619,934)   |  | ******(632,442)** |  | (251,073)   |  | ******-** |  | (13,056) |  | **********(1,912,259)** |  | (884,063)   
|                                               |                     |  |             |  |                   |  |             |  |           |  |          |  |                         |  |             
|Taxation                                       | **67,172**          |  | (95,310)    |  | **17,804**        |  | 22,759      |  | **-**     |  | -        |  | **84,976**              |  | (72,551)    
|                                               |                     |  |             |  |                   |  |             |  |           |  |          |  |                         |  |             
|Segment income (loss)                          | **1,922,113**       |  | 762,056     |  | **864,642**       |  | 457,550     |  | **-**     |  | (25,077) |  | **2,786,755**           |  | 1,194,529   
|Net other unallocated expenses                 |                     |  |             |  |                   |  |             |  |           |  |          |  | (2,690,935)             |  | (1,013,105) 
|                                               |                     |  |             |  |                   |  |             |  |           |  |          |  |                         |  |             
|Net income                                     |                     |  |             |  |                   |  |             |  |           |  |          |  | 95,820                  |  | 181,424     

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 11.	Segment Information (continued)**

(a)	Business segments (continued)

(ii)	The following table summarized the selected segment data for the three months ended June 30, 2003 and 2002 (unaudited):

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

|                                               | **2003**          |  | 2002        |  | **2003**          |  | 2002        |  | **2003** |  | 2002 |  | **2003**            |  | 2002       
|---------------------------------------------- | ----------------- |  | ----------- |  | ----------------- |  | ----------- |  | -------- |  | ---- |  | ------------------- |  | -----------
|                                               | **$**             |  | $           |  | **$**             |  | $           |  | **$**    |  | $    |  | **$**               |  | $          
|                                               |                   |  |             |  |                   |  |             |  |          |  |      |  |                     |  |            
|Turnover                                       | **10,979,119**    |  | 7,335,080   |  | **5,982,702**     |  | 3,234,184   |  | **-**    |  | -    |  | **16,961,821**      |  | 10,569,264 
|                                               |                   |  |             |  |                   |  |             |  |          |  |      |  |                     |  |            
|Cost of forwarding                             | **(9,090,408)**   |  | (6,087,934) |  | **(5,219,290)**   |  | (2,808,127) |  | **-**    |  | -    |  | **(14,309,698)**    |  | (8,896,061)
|                                               |                   |  |             |  |                   |  |             |  |          |  |      |  |                     |  |            
|Depreciation and amortization                  | **(119,799)**     |  | (87,287)    |  | **(35,951)**      |  | (27,608)    |  | **-**    |  | -    |  | **(155,750)**       |  | (114,895)  
|                                               |                   |  |             |  |                   |  |             |  |          |  |      |  |                     |  |            
|Interest expenses                              | **(19,016)**      |  | (11,475)    |  | **(1,300)**       |  | -           |  | **-**    |  | -    |  | **(20,316)**        |  | (11,475)   
|                                               |                   |  |             |  |                   |  |             |  |          |  |      |  |                     |  |            
|Other segment expenses
attributable to segment | ******(676,902)** |  | (440,176)   |  | ******(351,066)** |  | (145,435)   |  | **-**    |  | -    |  | ******(1,027,968)** |  | (585,611)  
|                                               |                   |  |             |  |                   |  |             |  |          |  |      |  |                     |  |            
|Taxation                                       | **12,035**        |  | (90,049)    |  | **(2,560)**       |  | 22,759      |  | **-**    |  | -    |  | **9,475**           |  | (67,290)   
|                                               |                   |  |             |  |                   |  |             |  |          |  |      |  |                     |  |            
|Segment income                                 | **1,085,029**     |  | 618,159     |  | **372,535**       |  | 275,773     |  | **-**    |  | -    |  | **1,457,564**       |  | 893,932    
|Net other unallocated expenses                 |                   |  |             |  |                   |  |             |  |          |  |      |  | ********(1,253,771) |  | (693,678)  
|                                               |                   |  |             |  |                   |  |             |  |          |  |      |  |                     |  |            
|********Net income                             |                   |  |             |  |                   |  |             |  |          |  |      |  | ********203,793     |  | 200,254    

****(iii)	The following table summarized the Group's assets as of period ended June 30, 2003 and 2002 (unaudited) analyzed into air,
sea and land forwarding services:

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

|                      | **2003**       |  | 2002       |  | **2003**      | **** | 2002      |  | **2003** |  | 2002  |  | **2003**       |  | 2002      
|--------------------- | -------------- |  | ---------- |  | ------------- | ---- | --------- |  | -------- |  | ----- |  | -------------- |  | ----------
|                      | **$**          |  | $          |  | **$**         | **** | $         |  | **$**    |  | $     |  | **$**          |  | $         
|                      |                |  |            |  |               |      |           |  |          |  |       |  |                |  |           
|Goodwill              | **2,012,826**  |  | 2,010,145  |  | **670,942**   | **** | 670,048   |  | **-**    |  | -     |  | **2,683,768**  |  | 2,680,193 
|Intangible asset, net | **1,644,500**  |  | 2,073,500  |  | **548,167**   | **** | 691,167   |  | **-**    |  | -     |  | **2,192,667**  |  | 2,764,667 
|Other assets          | **8,633,750**  |  | 6,868,428  |  | **3,514,656** | **** | 2,235,241 |  | **-**    |  | 1,342 |  | **12,148,406** |  | 9,105,011 
|                      |                |  |            |  |               |      |           |  |          |  |       |  |                |  |           
|Total assets          | **12,291,076** |  | 10,952,073 |  | **4,733,765** | **** | 3,596,456 |  | **-**    |  | 1,342 |  | **17,024,841** |  | 14,549,871

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 11.	Segment Information (continued)**

(b)	Details of individual customers accounting for more than 5% of the Group's sales for the
six months and three months ended June 30, 2003 and 2002 are as follows:

| |  | **(Unaudited)**

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

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

|                   |      | ******200****3** |  | 2002 |  | ******200****3** |  | 2002
|------------------ | ---- | ---------------- |  | ---- |  | ---------------- |  | ----
|                   |      |                  |  |      |  |                  |  |     
|**Major customer** | **** | **%**            |  | %    |  | **%**            |  | %   
|                   |      |                  |  |      |  |                  |  |     
|B                  |      | **12**           |  | 9    |  | **12**           |  | 12  
|H                  |      | **-**            |  | -    |  | **-**            |  | 5   
|I                  |      | **-**            |  | -    |  | **-**            |  | 5   
|Q                  |      | **5**            |  | -    |  | **5**            |  | -   
|R                  |      | **13**           |  | -    |  | **13**           |  | -   

(c)	Geographical segments

The table below summarized the Group's turnover for the six months and three months
ended June 30, 2003 and 2002 analyzed into geographical locations:

| |  | **(unaudited)**

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

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

|              |      | **2003**       |  | 2002       |  | ******200****3** |  | 2002      
|------------- | ---- | -------------- |  | ---------- |  | ---------------- |  | ----------
|              |      | **$**          |  | $          |  | ******$**        |  | $         
|              |      |                |  |            |  |                  |  |           
|**Turnover**  | **** |                |  |            |  |                  |  |           
|              |      |                |  |            |  |                  |  |           
|* IATA Area 1 |      | **4,093,811**  |  | 4,707,682  |  | **2,261,872**    |  | 2,599,282 
|* IATA Area 2 |      | **5,012,616**  |  | 1,278,074  |  | **3,966,939**    |  | 1,115,208 
|* IATA Area 3 |      | **21,881,774** |  | 7,560,379  |  | **10,733,010**   |  | 6,854,774 
|              |      |                |  |            |  |                  |  |           
|TOTAL         |      | **30,988,201** |  | 13,546,135 |  | **16,961,821**   |  | 10,569,264

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

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 11.	Segment Information (continued)**

(d)	Geographical segments (continued)

****The table below summarized the Group's asset as of period ended June 30, 2003 and 2002
analyzed into geographical locations:

| | **(unaudited)**

**As of June 30, 2003** |  | (unaudited)

As of June 30, 2002
| | ---------------------------------------- |  | --------------------------------

|             | **Trade
receivables** |  | **********Other
assets** |  | **Total
assets** |  | **Trade
receivables** |  | **Other
assets** |  | **Total
assets**
|------------ | --------------------- |  | ------------------------ |  | ---------------- |  | --------------------- |  | ---------------- |  | ----------------
|             | **$**                 |  | **$**                    |  | **$**            |  | $                     |  | $                |  | $               
|             |                       |  |                          |  |                  |  |                       |  |                  |  |                 
|**Assets**   |                       |  |                          |  |                  |  |                       |  |                  |  |                 
|*IATA Area 1 | **4,353,298**         |  | **6,177,614**            |  | **10,530,912**   |  | 3,410,466             |  | 5,991,080        |  | 9,401,546       
|*IATA Area 2 | **145,631**           |  | **-**                    |  | **145,631**      |  | 160,720               |  | -                |  | 160,720         
|*IATA Area 3 | **1,462,167**         |  | **4,886,131**            |  | **6,348,298**    |  | 883,534               |  | 4,104,071        |  | 4,987,605       
|             |                       |  |                          |  |                  |  |                       |  |                  |  |                 
|TOTAL        | **5,961,096**         |  | **11,063,745**           |  | **17,024,841**   |  | 4,454,720             |  | 10,095,151       |  | 14,549,871      

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.



ITEM 2. 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION OR PLAN OF OPERATIONS

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.

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

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

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

Recognition of Cost of Forwarding

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

Accounting for Income Taxes

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

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

Valuing long-lived assets, intangible and goodwill

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

1. 	Significant under-performance relative to expected historical or projected future
operating results;

2. 	Significant changes in the manner of our use of the acquired assets or the strategy
for our overall business; and

3. 	Significant negative economic trends.

When determining whether the carrying value of long-lived assets and goodwill is impaired
based upon the existence of one or more of the above factors, we determine the existence of an
impairment by comparison of the carrying amount of the asset to expected future cash flows to be
generated by the asset. If such assets are considered impaired, the impairment is measured as the
amount by which the carrying value of the assets exceeds the fair value of the assets.  As of June
30, 2003, goodwill totaled approximately $2.68 million, intangible amounted to approximately
$2.2 million and our long-lived assets, consisting primarily of net property, plant and equipment,
totaled $307,604.

As required by SFAS No. 142, goodwill and intangible assets with indefinite lives are to no
longer to be amortized, but rather are to be tested at least annually for impairment. This
pronouncement also requires that intangible assets with definite lives be amortized over their
respective lives to their estimated residual value and reviewed for impairment in accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". On April 30,
2002, we acquired 81% of the common stock of Airgate International Corporation, a privately
held New York based freight forwarder.  As required by SFAS No. 142, we allocated the
purchase price to the assets, liabilities, intangibles and goodwill acquired, based on the fair value
at the date of acquisition. We recorded $2.86 million of intangible assets with finite lives
(customer relationships) and $2.68 million in goodwill associated with this acquisition. The
intangible customer relationship asset is amortized over a period of five years while goodwill is
not amortized, but rather is tested annually for impairment in accordance with SFAS No. 142.
The acquisition was accounted for as a purchase, and the results of operations of Airgate for the
period from January 1, 2003 to June 30, 2003, and its financial condition as of December 31,
2002 and June 30, 2003 are reflected in our condensed consolidated financial statements as of
December 31, 2002 and June 30, 2003. All significant intercompany balances and transactions
have been eliminated in consolidation.

OVERVIEW

The following discussion is applicable to the Company's financial condition and results of
operations for the periods ended June 30, 2003 and June 30, 2002.

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

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

The business of AGI was first established in August 1998 and now consists of its own
operations, as well as those of its subsidiaries. On January 1, 2001, its Hong Kong incorporated
subsidiaries included Sparkle Shipping, Godown, Wharf & Transp. Co., Ltd. (Sparkle) and
Guangzhou Huasheng Int'l Forwarding Ltd. (GZ Huasheng), and AGI Logistics (Shenzhen) Ltd.
(AGI (Shenzhen)) which was incorporated in The Peoples Republic of China ("the PRC"). On
June 14, 2002, GZ Huasheng was renamed as Guangdong Springfield Logistics Services Ltd.
(GD Springfield).  On June 5, 2003, GD Springfield was renamed as Shenzhen Careship
International Transportation Ltd. (SZ Careship).  AGI (Shenzhen) and Sparkle were disposed of
by AGI Group on May 11, 2001 and April 2, 2002, respectively, in conjunction with a decision
by AGI to concentrate on the international freight forwarding business. The business activities of
Sparkle were concentrated on local feeder voyages and trucking operations along the Jujiang
Delta Area of Mainland China and it was determined that Sparkle would need to purchase its
own boats and trucks to maintain its competitive position. As a result, its business operations
diverged from the Group's non-asset based strategic plan. AGI Group has elected to concentrate
its resources and investments on the operations of AGI HK and SZ Careship in order to seek to
improve the tonnage performance in Hong Kong and South China, US and Europe.

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

The following discussion concerning results of operations and liquidity and capital resources of
Pacific CMA, is based solely upon the business operations which are carried on by the group
consisting of its wholly owned subsidiary AGI and its subsidiaries, and the results of Airgate
from January to June 2003.

The significant new developments, which have occurred during the period ending June 30, 2003,
include the following:

1. 	We entered into agreements with new agency partners in Dubai and Sri Lanka.

2. 	We made plans to expand our investment in Shanghai, PRC, starting from the
second quarter of 2003.

**RESULTS OF OPERATIONS**

THREE MONTHS ENDED JUNE 30, 2003 COMPARED WITH THREE MONTHS ENDED
JUNE 30, 2002

**BUSINESS SEGMENT OPERATING RESULTS**

Freight forwarders are compensated on a transactional basis for the movement of goods and
provision of related services to their customers. Therefore, our revenue is derived from our
freight forwarding services based upon the rates that we charge our customers for the movement
of their freight from origin to destination. The carrier's contract is with us, not with our
customers. We are responsible for the payment of the carrier's charges and we are legally
responsible for the shipment of the goods. We are responsible for any claims for damage to the
goods while in transit. In most cases, we receive reimbursement from the carriers for any claims.
Since many shippers do not carry insurance sufficient to cover all losses, we also carry insurance
to cover any unreimbursed claims for goods lost or destroyed in the event of a total loss. Gross
revenue represents the total dollar value of services we sell to our customers. Our costs of
transportation, products and handling include the direct cost of transportation, including tracking,
rail, ocean, air and other costs. We commit to pay for space with shippers prior to receiving
committed orders from our customers. We act principally as a service provider to add value and
expertise in the procurement and execution of these services for our customers. Therefore, our
gross profits (gross revenues less the direct costs of transportation, products, and handling) are
indicative of our ability to source, add value and resell services and products that are provided by
third parties.

Total revenue for the three months ended June 30, 2003, increased 60.48% compared with the
three months ended June 30, 2002, from $10,569,264 in 2002 to $16,961,821 in 2003. The
increase in revenue was due to both organic growth of AGI and the three-month inclusion of
Airgate's revenues in this quarter compared with only two months in the year earlier quarter,
excluding the inter-company transactions among the group companies.

The revenue of Airgate represented approximately 70% of our total revenue for the second
quarter of 2003. Airgate focuses its operations on the import of goods from the Far East, and
leases its own bonded warehouse where deconsolidation of cargo is performed. In order to
explore new markets in the Midwest, Airgate established a new office in Chicago, Illinois in June
2002.

During the period, our cost of forwarding increased 60.85 %, from $8,896,061 in 2002 to
$14,309,698 in 2003. This increase in costs was due to the organic growth of AGI and the
inclusion of Airgate freight costs in this quarter.

Gross margin for the period decreased from 15.83 % in 2002 to 15.64 % in 2003 and gross profit
(revenue minus cost of forwarding) for the period increased 58.51 %, from $1,673,203 in 2002,
to $2,652,123 in 2003. Overall, we realized a net income of $203,793 in 2003 compared with a
net income of $200,254 in 2002.

The results of operations for each segment are as follows:

Airfreight operations: Revenue from airfreight operations increased 49.68 % from $7,335,080 in
2002 to $10,979,119 in 2003.  Airfreight revenue for AGI Group was $3,362,766, while
airfreight revenue for Airgate was $8,820,764, and offsetting inter-company transactions totaled
$1,204,411. The volumes of airfreight were improved in 2003 compared with 2002.  However,
for AGI Group, there was a slight decrease in revenue from $3,491,220 in the first quarter to
$3,362,766 in the second quarter.  Because of the outbreak of SARS in Asia  starting at the end
of March 2003, both purchase orders and freight volume decreased, especially  the volume of air
exports in May 2003.  The volume for air export for June and onwards was lower than that of last
year.  Many scheduled freighter and passenger flights were cancelled during the peak SARS
period.  For example, there was a 40% cancellation for the cargo flights of Cathay Pacific
Airways during the SARS period.  The supply of cargo space was decreased dramatically, and the
freight cost was maintained at a high level.  Except for the SARS factor the Company actually
experienced operating improvements.  We had new sources of customers and agents for the air
import business.  Our main customer base is in the garment industry, which prefers airfreight to
sea freight transportation. After the second Gulf War, the war surcharge and fuel surcharge were
decreased.  These factors led to an increase in air traffic.  Costs for airfreight forwarding
operations increased 49.32 %, from $6,087,934 in 2002 to $9,090,408 in 2003. Airfreight cost
attributable to AGI Group was $2,762,856, while airfreight cost attributable to Airgate was
$7,537,960, and offsetting inter-company costs were $1,210,408.  The gross profit margin was
relatively constant on a quarterly basis. It was 17 % in 2002 and 17.20 % in 2003. As a result of
increased revenues, overall gross profits increased 51.44 %, to $1,888,711.

Total segment overhead attributable to the airfreight operation increased from $628,987 in 2002
to $803,682 in 2003. Details regarding the increase in overhead expenses are discussed below
under the section titled "Other Operating Expenses."

Overall, net segment income for the airfreight operation increased 75.53 % for the period, from
$618,159 in 2002 to $1,085,029 in 2003. The increase in net income was mainly the result of the
inclusion of Airgate's business,  and the improvement in the results of the AGI Group.

Sea freight operation: Revenue from sea freight operations increased 84.98 % to $5,982,702 in
2003 from $3,234,184 in 2002. Sea freight revenue for AGI Group was $1,547,713, while sea
freight revenue for Airgate was $4,595,254, and offsetting inter-company transactions were
$160,265. The increase in revenue for the period was due to inclusion of Airgate revenues and to
revenues derived from new customers in new markets.  The addition of new agents in Japan and
Turkey resulted in more customers using our network, and higher revenue due to increased
business in the growing Shanghai marketplace.  Since ocean liners had a general rate increase
effective May 1, 2003 (peak season surcharge and rate adjustment), ocean traffic costs recorded
an increase. Costs for sea freight forwarding operations increased 85.86 %, from $2,808,127 in
2002 to $5,219,290 in 2003. Sea freight costs attributable to AGI Group were $1,229,815, while
costs attributable to Airgate were $4,151,420, and inter-company costs were $161,945. As a
result, the gross profit margin decreased from 13.17 % in the second quarter of 2002 to 12.76 %
in the same period this year. However, as a result of increased revenues, overall gross profits
increased 79.18 % to $763,412.

Total segment overhead attributable to sea freight operations increased 160.09 %, from $150,284
in 2002 to $390,877 in 2003. Overall net income for sea freight increased 35.09 %, from
$275,773 in 2002 to $372,535 in 2003. The increase in net income was mainly the result of
inclusion of Airgate's operations, and the improvement in the results of the AGI Group.

OTHER OPERATING EXPENSES

*SELLING AND ADMINISTRATIVE EXPENSES*

Selling and administrative expenses during the second quarter increased 78.06 %, to $2,284,107 in
2003 from $1,282,752 in 2002. The following factors caused the increase in expenses:

Due to the consolidation of Airgate's overhead in this quarter, there was a significant incremental
increase in expenses for the following items: advertising, sales commissions, insurance, legal and
professional fees, motor vehicle expenses, postage and courier fees, rent and rates, repair and
maintenance, salaries and allowances, sundry expenses, telephone, fax and bank charges.

Legal and professional fees: Total legal fees incurred during the second quarter of 2003 were
$185,580, compared with $30,269 in last year's second quarter. The increase in legal fees was
primarily the result of matters related to working on a registration statement, and work related to
potential listing of our shares on a stock exchange.

*DEPRECIATION AND AMORTIZATION*

There was a significant increase in depreciation and amortization expense in the second quarter of
2003, which is attributable to the amortization of an intangible customer relationship asset recorded
in conjunction with the acquisition of Airgate on April 30, 2002. We recorded this asset at cost
$2,860,000, and it is being amortized on a straight-line basis over a period of 5 years. During the
three months ended June 30, 2003, the amortization expense attributable to this asset was $143,000.

NON-OPERATING INCOME

*INTEREST EXPENSES*

Interest expenses increased to $39,235 in 2003, from $25,363 in 2002. The increase in interest
expenses is due primarily to the bank trust receipts (invoice financing), bank loans and bank
overdrafts involved.

SIX MONTHS ENDED JUNE 30, 2003 COMPARED WITH SIX MONTHS ENDED JUNE 30,
2002

**BUSINESS SEGMENT OPERATING RESULTS**

************Total revenue for the six-month period ended June 30, 2003 increased 128.76% compared with the
period ended June 30, 2002, from $13,546,135 in 2002 to $30,988,201 in 2003. The increase in
revenue was due to both to organic growth of AGI and the six-month inclusion of Airgate's revenues
in this period while there was only a two-month inclusion in the same period last year, excluding the
inter-company transactions among the group companies.

Revenue during the period derived from operations of AGI increased approximately 50% as
compared with 2002. This significant organic growth is the result of the following factors:

1.	An increase in routed freight traffic from existing agency partners;

2.	An increase in the number of new overseas agency partners;

3.	Improvements in the agency network which enabled AGI to secure new freight
business;

4.	Exploring new markets in India, Japan and Sri Lanka.

The revenue of Airgate represents approximately 70% of our total revenue for the period ended June
30, 2003. Airgate focuses its operations on the import of goods from the Far East. Airgate currently
leases its own bonded warehouse where deconsolidation of cargo is performed. In order to explore
new markets in the Midwest, Airgate established a new office in Chicago, Illinois in June 2002.

During the period, our cost of forwarding increased 131.25%, from $11,244,767 in 2002 to
$26,003,696 in 2003. This increase in costs was due to the organic growth of AGI and the inclusion
of Airgate freight costs in this period.

Gross margin for the period decreased from 16.99% in 2002 to 16.09% in 2003 and gross profit
(revenue minus cost of forwarding) for the period increased 116.59%, from $2,301,368 in 2002, to
$4,984,505 in 2003. Overall, we realized a net income of $95,820 in 2003 compared with a net
income of $181,424 in 2002.

The results of operations for each segment are as follows:

Airfreight operations: Revenue from airfreight operations increased 112.15%, from $9,443,007 in
2002 to $20,033,792 in 2003. Airfreight revenue for AGI Group was $6,853,985, while airfreight
revenue for Airgate was $15,782,866, and offsetting inter-company transactions totaled $2,603,059.
The volumes of airfreight were improved in 2003 compared with 2002.  The second Gulf War started
in mid-March of 2003.  Prior to the beginning of the war, importers were concerned about the
possible impact of the war on costs, including extra payments for fuel and security.  It was also
expected that if war began, the space for airfreight shipment would be decreased in order to allow
for space reallocations to the U.S. government.  These factors led to an increase in air traffic prior
to the beginning of the war in the first quarter.  The tonnage increase caused the demand for
shipment space to increase as well, which led to a rise in the cost of space in the first quarter.
However, our rate adjustments to clients were limited to moderate levels, since customers were
reluctant to absorb the whole magnitude of the rate increase.  However, after the second Gulf War,
the war surcharge and fuel surcharge were decreased.   Because of the outbreak of SARS in Asia
from the end of March 2003, both purchase orders and freight volume decreased, especially the
volume of air export in May 2003.  The volume for air-export for June and onwards was lower than
that of last year.  Many scheduled freighter and passenger flights were cancelled during the peak
SARS period.  For example, there was a 40% cancellation for the cargo flights of Cathay Pacific
Airways during the SARS period.  The supply of cargo space was decreased dramatically, and the
freight cost was maintained at a high level.  Except for the impact of SARS, the Company registered
improvements.  We had more new sources of customers and agents for air-import that led to an
increase in air traffic.  Costs for the airfreight forwarding operations increased 111.65%, from
$7,849,712 in 2002 to $16,614,202 in 2003. Airfreight cost attributable to AGI Group was
$5,649,314, while airfreight cost attributable to Airgate was $13,667,104, and offsetting inter-company costs were $2,702,216. The gross profit margin was increased from 16.87% in 2002 and
17.07 % in 2003. As a result of increased revenues and the increase in gross margins, overall gross
profits increased 114.62% to $3,419,590.

Total segment overhead attributable to the airfreight operation increased from $831,239 in 2002 to
$1,497,477 in 2003. Details regarding the increase in overhead expenses are discussed below under
the section title "Other Operating Expenses."

Overall, net segment income for the airfreight operation increased 152.23% for the period, from
$762,056 in 2002 to $1,922,113 in 2003. The increase in net income was mainly the result of the
inclusion of Airgate's business and the improvement in the results of the AGI Group.

Sea freight operation: Revenue from sea freight operations increased 167.36% to $10,954,409 in
2003 from $4,097,192 in 2002. Sea freight revenue for AGI Group was $2,673,967, while sea freight
revenue for Airgate was $8,599,843, and offsetting inter-company transactions were $319,401. The
increase in revenue for the period was due to inclusion of Airgate revenues and to revenues derived
from new customers in new markets. Since ocean liners proposed a general rate increase to take
effect on May 1, 2003, customers increased their shipments in order to take advantage of lower rates
in effect before the pending rate increases.  Thus ocean traffic recorded an increase in the first
quarter.  Our new agents in Japan and Turkey introduced more customers into our network, which
led to more revenue from Shanghai in the second quarter.   The general increase of peak season
surcharges and rate adjustments by ocean liners starting May 1, 2003, resulted in an incremental
increase in ocean traffic costs.  Costs for the sea freight forwarding operation increased 177.66%,
from $3,381,663 in 2002 to $9,389,494 in 2003. Sea freight costs attributable to AGI Group were
$2,098,479, while costs attributable to Airgate were $7,588,640, and inter-company costs were
$297,625. As a result, the gross profit margin decreased from 17.46% in 2002 to 14.29% in 2003.
However, as a result of increased revenues, overall gross profits increased 118.71%, to $1,564,915.

Total segment overhead attributable to the sea freight operation increased 171.45%, from $257,979
in 2002 to $700,273 in 2003. Overall net income for the sea freight operation increased 88.97%,
from $457,550 in 2002 to $864,642 in 2003. The increase in net income was mainly the result of
inclusion of Airgate's operations and the improvement in the results of the AGI Group.

OTHER OPERATING EXPENSES

*SELLING AND ADMINISTRATIVE EXPENSES*

Selling and administrative expenses increased 144.94%, to $4,590,107 in 2003 from $1,873,974 in
2002. The following factors caused the increase in expenses:

Due to the consolidation of Airgate's overhead in this quarter, there was a significant incremental
increase in expenses for the following items: advertising, sales commissions, entertainment,
insurance, legal and professional fees, local traveling, motor vehicle expenses, postage and courier
fees, rent and rates, repair and maintenance, salaries and allowance, sundry expenses, telephone, fax
and bank charges.

Overseas traveling: Expenses related to overseas traveling increased 10.02%, from $78,877 in 2002
to $86,781 in 2003.  The increase in travel expenses was mainly due to costs attributable to an
increased number of trips to the U.S., Singapore and Taiwan for meetings with investment bankers
and discussions related to capital raising efforts.

Legal and professional fees: Total legal fees incurred during the period ended June 30, 2003 were
$310,654, as compared to $41,451 in the prior year period. The increase in legal fees was primarily
the result of matters related to working on a registration statement and work related to potential
listing of our shares on a stock exchange.

*DEPRECIATION AND AMORTIZATION*

There was a significant increase in depreciation and amortization expense during the period ended
June 30, 2003, which is attributable to the amortization of an intangible customer relationship asset
recorded in conjunction with the acquisition of Airgate on April 30, 2002. We recorded this asset
at cost ($2,860,000) and it is being amortized on a straight-line basis over a period of 5 years. During
the period ended June 30, 2003, the amortization expense attributable to this asset was $286,000.

NON-OPERATING INCOME

*INTEREST AND OTHER INCOME*

******Interest and other income increased from $53,534 in 2002 to $86,143 in 2003.  This was due to the
interest income from loan receivables and management fee income received from third parties.

*INTEREST EXPENSES*

Interest expenses increased to $82,961 in 2003 from $40,117 in 2002. The increase in interest
expenses is due primarily to bank trust receipts (invoice financing), bank loans and bank overdrafts
involved.

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.

Unlike other U.S. logistics companies, the Company bears a significant amount of inventory risk.
We pay for the guarantees we put up to the carriers, even if we do not have any customer cargo to
fill the space. We are not able to ask our clients to make these guarantees and, accordingly, we
assume all of the risks.

The Company has freight forwarders liability insurance that covers it against claims from clients. We
take responsibility for the cargo, and we are responsible for its safe delivery. Therefore, we can be
held responsible and incur losses if anything goes wrong.

Changes in governmental deregulation efforts, regulations governing the Company's products, and/or
the international trade and tariff environment could all 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, and has negotiated successfully
with its banks to get credit facilities for future financial needs.

Additional risks and uncertainties include:

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

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

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

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

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

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

7. 	Following the September 11 attacks, airlines charge additional costs such as a fuel
surcharge, insurance surcharge and war risk surcharge. These surcharges are
generally passed through to shippers and consignees, which increases their shipping
costs. As a result of these increased costs, the shipping incentive of customers is
reduced, and the rate of canceling orders has increased.

8.  	During March of 2003, The World Health Organization received reports of
'Severe Acute Respiratory Syndrome' in various parts of the world.  SARS caused
airlines to reduce capacity and adversely affected external trade from Hong Kong
and the Pearl River Delta.  In view of this, the Company recognizes that its
performance in the second half of the year might be impacted by this health
problem.

LIQUIDITY AND CAPITAL RESOURCES

We used $491,984 of cash in operating activities in the first half of 2003, as compared with cash
inflow of $404,952 in the same period of 2002. This increase in the use of cash was mainly
attributable to additional amounts used in deposits, prepayments and other receivables. It is also due
to an increase in Deferred Tax assets.

Net cash used in investing activities was $250,314, and $349,297 in the first half of 2003 and 2002,
respectively. During the period from January to June 2003, we paid back a $600,000 installment loan
for the acquisition of Airgate.  We also used  $32,194 in acquiring plant and equipment to improve
our office facilities.  However, we also were paid a loan receivable of $238,290, and an additional
$10,898 from the disposal of a subsidiary in 2002.

Additional cash deposits totaling approximately $376,209 were pledged to banks to generate
additional bank facilities, and are classified as restricted cash. This increase was offset by the
inception of bank overdrafts of  $1.4 million.

Working capital was improved by $315,632, from $730,906 as of December 31, 2002, to $1,046,538
as of June 30, 2003 (inclusive of restricted cash of $3 million).  We believe that we will be able to
rely on cash flow from operations for short-term liquidity, and also believe that we have adequate
liquidity to satisfy our material commitments for the twelve months following June 30, 2003. We
also believe that we can obtain additional liquidity through further negotiation of short-term loans
from banks to satisfy our short-term funding needs, if any.

We intend to continue our expansion plans through a mixture of organic growth and acquisitions.
Future acquisitions will focus on companies that serve as freight forwarders in key markets or offer
services (such as customs brokerage) that complement our existing services. We intend to achieve
organic growth through the establishment of new branch offices in the U.S. and joint ventures in the
PRC, and through a major marketing campaign through the Indian subcontinent, including India, Sri
Lanka and Bangladesh. In order to achieve this goal, we will be required to raise a certain amount
of capital. To a certain extent, these activities will have a significant impact on both liquidity and
capital resources.

**CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENT**

From time to time, we have entered into various contractual obligations, which may be summarized
as follows:

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

|**Contractual
Obligations**    | **Total** | **Less than 1
year** | **1-3 years** | **4 - 5 years** | **Thereafter**
|------------------------------ | --------- | -------------------- | ------------- | --------------- | --------------
|                               | $         | $                    | $             | $               | $             
|Finance lease
Obligations      | 81,218    | 36,150               | 45,068        | -               | -             
|Secured Loan                   | 300,000   | 300,000              | -             | -               | -             
|Unsecured Bank
Loans           | 37,858    | 37,858               | -             | -               | -             
|Operating Leases               | 1,285,914 | 392,012              | 441,165       | 391,820         | 60,917        
|Cargo Space
Commitments        | 512,821   | 512,821              | -             | -               | -             
|Material
Employment
Agreements | 1,122,750 | 499,000              | 623,750       | -               | -             

We have finance lease obligations of $81,218 as of June 30, 2003, of which $36,150 is repayable
within one year, and $45,068 is repayable after 1 year.

As of June 30, 2003, we have $300,000 in loan payables to Mr. Scott Turner (our director) and Mr.
Thomas Zambuto, in respect of the consideration for the acquisition of Airgate International Corp.
Pursuant to the stock purchase agreements, these $300,000 in loans bear interest on a per annum
basis at the prime rate plus 1.5%, and are repayable in two quarterly installments. The loans are
secured by a pledge of the Airgate shares acquired in this transaction. Messrs. Turner and Zambuto
waived the interest payment due on June 30, 2003.

The amount due to directors, totaling $97,868, is comprised of $89,174 due to Mr.Turner, which
includes an outstanding balance of $150,000 representing partial consideration for the acquisition
of Airgate International Corp., after netting off a loan receivable of $60,826 due from him to a
subsidiary. It also includes $8,694 due to another director. Debts maturing within one year include
a loan payable of $150,000 due to Mr. Zambuto, representing partial consideration for the acquisition
of Airgate, and an unsecured short-term bank loan of $37,858.

We also entered into various lease commitments for office premises and warehouses in the
United States, Hong Kong and China. The total outstanding lease commitments under non-cancelable operating leases are $1,285,914 as of June 30, 2003. As of June 30, 2003, the current
portion of these commitments of $392,012 is payable within one year.

We have entered into written agreements with various sea and airfreight carriers committing to
take up a guaranteed minimum amount of cargo space each year. As of June 30, 2003, the
amount outstanding for such commitments to be entered in 2003 was approximately $512,821.****

In connection with the acquisition of Airgate International Corporation, we also entered into
three-year employment agreements, dated April 30, 2002, with Mr. Turner and Mr. Zambuto,
respectively, as described in a Current Report on Form 8-K filed on May 14, 2002. Under these
agreements, we agreed to pay each of them an annual base salary of $249,500 per annum
commencing January 1, 2003, and for each year thereafter during the term of their employment
agreements.

As of June 30, 2003, our commercial commitments may be summarized as follows:

|**Other Commercial
Commitments** | **Total Amounts
Committed** | **Amount of Commitment
Expiration Per Period**
|-------------------------------- | --------------------------- | ----------------------------------------------
|                                 |                             | **Less than 1 year**                          
|                                 | **$**                       | **$**                                         
|Overdraft                        | 2,110,968                   | 2,110,968                                     
|Invoice Trust Receipt            | 1,909,725                   | 1,909,725                                     
|Short-tern bank loans            | 37,858                      | 37,858                                        
|Guarantees by bank               | 269,230                     | 269,230                                       

As of June 30, 2003, to finance our working capital, our available banking facilities were
approximately $6.6 million, mainly obtained from creditworthy commercial banks in Hong
Kong.  As of that date, the total amount of bank credit facilities utilized was $4,327,781.  This
was made up of (i) $2,110,968 of overdrafts; (ii) $1,909,725 of invoice trust receipts included in
trade payables; (iii) $37,858 of short-term bank loans; and (iv) $269,230 of bank guarantees for
granting credit facilities to a subsidiary for airfreight payment. While these banks are not
obligated to advance any further funds to us, we believe that absent any significant downtrend in
business, these sources of credit will continue to be available to us.

**OUTLOOK**

Despite a global economic downturn, we believe the following factors may have a positive
impact on our future results of operation and our financial conditions:

Closer Economic Partnership Arrangement ("CEPA")

The Closer Economic Partnership Arrangement that was signed on June 29, 2003, which
originally is focused on stimulating and enhancing Hong Kong's economy recovery.  In theory,
this act significantly lowers the barriers for Hong Kong enterprises to tap the mainland China
market.

Under the CEPA, Hong Kong companies are permitted to set up wholly owned enterprises in the
Mainland to provide logistics services and related consultancy services for ordinary road freight,
and to engage in the management and operation of logistics services through electronic means.  It
permits freight forwarding agents to operate in the Mainland on a wholly owned basis a full two
years ahead of China's WTO entrance timetable, and will permit such agents to enjoy national
treatment in respect of the minimum registered capital requirement.  In addition, it eliminates the
import tariffs to the Mainland on a host of goods made in Hong Kong, allowing most Hong Kong
companies to sell high value-added products across the border.  In terms of economic benefits,
the CEPA has good potential to open up many new business opportunities in the Mainland for
Hong Kong.  Although it is difficult to quantify the potential  benefit we may realize from CEPA,
through our Hong Kong-based AGI Logistics (HK) Ltd and AGI China Ltd, we believe we can
enjoy  "first mover" advantage.

Outsourcing of non-core activities

Companies are increasingly outsourcing freight forwarding; warehousing and other supply chain
activities so that they may focus on their respective core competencies. Companies are
increasingly turning to freight forwarders, and logistics and supply chain management providers,
to manage their purchase orders and assure timely delivery of products at a lower cost and at
greater efficiency than if the function was undertaken directly.

Globalization of trade

As barriers to international trade are gradually reduced, international trade will similarly increase.
In addition, companies are increasingly sourcing for supplies and raw materials from the most
competitive suppliers throughout the world. This form of sourcing would generally also lead to
increased volumes of trade.

Increased need for time-definite delivery

The demand for just-in-time and other time definite delivery has increased as a result of the
globalization of manufacturing, greater implementation of demand-driven supply chains, the
shortening of product cycles and the increasing value of individual shipments.

A shift towards a decreasing number of global supply chain management providers

Companies are decreasing the number of freight forwarders and supply chain management
providers with which they interact so that they might work with a limited number of providers
who are familiar with their requirements, processes and procedures, and who can function as
long-term partners. As such, freight forwarders that are globally integrated and are able to
provide a full complement of services, including pick-up and delivery, shipment via air, sea and
land, warehousing and distribution and customs brokerage, are well positioned to gain from this
shift**.******  ****

****ITEM 3.	CONTROLS AND PROCEDURES

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

PART II

ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

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

(a) CERTIFICATIONS PURSUANT TO SECTION 302 OF THE  SARBANES-OXLEY ACT OF 2002 are filed herewith.

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

****

(c)	One report on Form 8-K was filed during the quarter ended June 30, 2003.  The
report was dated June 17, 2003, and was filed to report that a press release had
been filed to announce that the company had restated its financial statements for
the second and third quarters of 2002, for the year ended December 31, 2002, and
for the first quarter of 2003.  No financial statements were included in the report
on Form 8-K.

SIGNATURES

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

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



By:/S/ ALFRED LAM

Alfred Lam, Chairman and Treasurer

By:/S/ SCOTT TURNER

Scott Turner, President and Director

By:/S/ LOUISA CHAN

Louisa Chan, Director

By:/S/ HENRIK M. CHRISTENSEN

Henrik M. Christensen, Director



By:/S/ KAZE CHAN

Kaze Chan, Director

Date: August 14, 2003

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

I, Scott Turner, certify that:

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

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

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

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

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

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

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

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

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

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

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

|Date: August 14, 2003 | By:/S/ SCOTT TURNER

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

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

I, Alfred Lam, certify that:

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

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

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

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

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

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

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

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

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

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

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

|Date:    August 14, 2003 | By:/S/ ALFRED LAM

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

Exhibit 99.1
PACIFIC CMA, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pacific CMA, Inc. (the "Company") on Form 10-QSB for the
period ending June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Scott Turner, President and a Director of the Company, certify, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.

By:/S/ SCOTT TURNER

Scott Turner, President and Director
Date: August 14, 2003

Exhibit 99.2
PACIFIC CMA, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pacific CMA, Inc. (the "Company") on Form 10-QSB for the
period ending June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Alfred Lam, Chairman, Treasurer, and a Director, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.



By:/S/ ALFRED LAM

Alfred Lam, Chairman, Treasurer and Director
Date: August 14, 2003