**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

X__Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
period ended March 31, 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 March 31, 2003, there were 22,594,588 shares outstanding.

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

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  The unaudited financial statements of registrant for the three months ended March 31, 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)**    |  |                   
|--------------------------------------------------------------------- | ------------------ |  | ------------------
|                                                                      | **March 31, 2003** |  | December 31,

2002
|                                                                      | **$**              |  | $                 
|**ASSETS**                                                            |                    |  |                   
|                                                                      |                    |  |                   
|**Current assets**                                                    |                    |  |                   
|Cash and cash equivalents                                             | **617,184**        |  | 441,657           
|Restricted cash                                                       | **3,028,597**      |  | 2,655,589         
|Trade receivables, net of allowance for doubtful accounts of $137,290 | **5,847,559**      |  | 6,464,141         
|Deposits, prepayments and other                                       | **1,740,796**      |  | 1,116,007         
|Loans receivable                                                      | **226,958**        |  | 249,600           
|Deferred income taxes                                                 | **82,350**         |  | 82,350            
|                                                                      |                    |  |                   
|**Total current assets**                                              | **11,543,444**     |  | 11,009,344        
|                                                                      |                    |  |                   
|Property, plant and equipment, net                                    | **352,931**        |  | 361,578           
|Goodwill                                                              | **4,399,768**      |  | 4,399,768         
|Deferred income taxes                                                 | **537,266**        |  | 537,266           
|Loan receivable                                                       | **65,584**         |  | 66,224            
|Certificate of deposit                                                | **50,000**         |  | 50,000            
|                                                                      |                    |  |                   
|**Total assets**                                                      | **16,948,993**     |  | 16,424,180        

See notes to condensed consolidated financial statements.





**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED BALANCE SHEETS)**

|                                               | **(Unaudited)**             |  |                   
|---------------------------------------------- | --------------------------- |  | ------------------
|                                               | ******March 31,**

**2003** |  | December 31,

2002
|                                               | **$**                       |  | $                 
|**LIABILIITES AND STOCKHOLDERS' EQUITY**       |                             |  |                   
|                                               |                             |  |                   
|**Current liabilities**                        |                             |  |                   
|Bank overdrafts                                | **2,687,589**               |  | 742,914           
|Trade payables                                 | **6,901,720**               |  | 7,855,965         
|Accrued charges and other creditors            | **308,966**                 |  | 509,316           
|Due to directors                               | **329,263**                 |  | 411,667           
|Obligations under finance leases               | **36,150**                  |  | 38,124            
|Debt maturing within one year                  | **364,227**                 |  | 479,607           
|Tax payable                                    | **188,374**                 |  | 240,845           
|                                               |                             |  |                   
|**Total current liabilities**                  | **10,816,289**              |  | 10,278,438        
|Obligations under finance leases               | **54,105**                  |  | 37,280            
|                                               |                             |  |                   
|**Total liabilities**                          | **10,870,394**              |  | 10,316,258        
|                                               |                             |  |                   
|**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                              | **2,748,341**               |  | 2,777,664         
|                                               |                             |  |                   
|******Total stockholders' equity**             | **6,078,599**               |  | 6,107,922         
|                                               |                             |  |                   
|**Total liabilities and stockholders' equity** | **16,948,993**              |  | 16,424,180        

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

**(CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS)**

| |  |  | **(Unaudited)**

**Three months ended**

**March 31,**
| |  |  | ------------------------------------------------------

|                                                                      |  |  |  |  | **2003**         |  | 2002       
|--------------------------------------------------------------------- |  |  |  |  | ---------------- |  | -----------
|                                                                      |  |  |  |  | **$**            |  | $          
|                                                                      |  |  |  |  |                  |  |            
|******Freight forwarding income**                                     |  |  |  |  | **14,026,380**   |  | 2,976,871  
|                                                                      |  |  |  |  |                  |  |            
|******Operating expenses**                                            |  |  |  |  |                  |  |            
|Cost of forwarding                                                    |  |  |  |  | **(11,693,998)** |  | (2,348,706)
|Selling and administrative expenses                                   |  |  |  |  | **(2,306,000)**  |  | (591,221)  
|Depreciation and amortization                                         |  |  |  |  | **(50,101)**     |  | (49,843)   
|                                                                      |  |  |  |  |                  |  |            
|Total operating expenses                                              |  |  |  |  | **(14,050,099)** |  | (2,989,770)
|                                                                      |  |  |  |  |                  |  |            
|**Loss from operations**                                              |  |  |  |  | **(23,719)**     |  | (12,899)   
|                                                                      |  |  |  |  |                  |  |            
|**Non-operating income**                                              |  |  |  |  |                  |  |            
|Interest and other income                                             |  |  |  |  | **47,500**       |  | 14,084     
|Interest expense                                                      |  |  |  |  | **(43,726)**     |  | (14,753)   
|                                                                      |  |  |  |  |                  |  |            
|Net non-operating income                                              |  |  |  |  | **3,774**        |  | (669)      
|                                                                      |  |  |  |  |                  |  |            
|**Loss before income taxes**                                          |  |  |  |  | **(19,945)**     |  | (13,568)   
|                                                                      |  |  |  |  |                  |  |            
|Provision for income taxes                                            |  |  |  |  | **(9,378)**      |  | (5,262)    
|                                                                      |  |  |  |  |                  |  |            
|**Net loss**                                                          |  |  |  |  | **(29,323)**     |  | (18,830)   
|                                                                      |  |  |  |  |                  |  |            
|**Other comprehensive (loss) income**                                 |  |  |  |  |                  |  |            
|Foreign currency translation adjustments                              |  |  |  |  | **-**            |  | -          
|                                                                      |  |  |  |  |                  |  |            
|**Comprehensive loss**                                                |  |  |  |  | **(29,323)**     |  | (18,830)   
|                                                                      |  |  |  |  |                  |  |            
|**Net loss per share**                                                |  |  |  |  |                  |  |            
|                                                                      |  |  |  |  |                  |  |            
|Weighted average number of shares
outstanding                         |  |  |  |  |                  |  |            
|Basic                                                                 |  |  |  |  | **22,594,588**   |  | 20,336,264 
|                                                                      |  |  |  |  |                  |  |            
|Diluted                                                               |  |  |  |  | **22,594,588**   |  | 20,336,264 
|                                                                      |  |  |  |  |                  |  |            
|******Net loss per share of common stock**

******Basic and diluted** |  |  |  |  | **(0.001)**      |  | (0.001)    

See notes to condensed consolidated financial statements.

**PACIFIC CMA, INC.**

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

| |  |  | **(Unaudited)**

**Three months ended**

**March 31,**
| |  |  | ------------------------------------------------------

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

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

| | Net loss |  | **(29,323)** |  | (18,830)
| | -------- |  | ------------ |  | --------

|**Adjustments to reconcile net loss to net cash used in** |  |  | 
|--------------------------------------------------------- |  |  | 

| | **operating activities**                                 |            |  |       
| | -------------------------------------------------------- | ---------- |  | ------
| | Depreciation and amortization                            | **50,101** |  | 49,843
| | Loss (Gain) on disposal of property, plant and equipment | **9,829**  |  | (135) 

| | Compensation cost |  | **17,656** |  | 40,725
| | ----------------- |  | ---------- |  | ------

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

| | Tax refundable |  | **-** |  | (31,351)
| | -------------- |  | ----- |  | --------

| | Trade receivables               | **616,582**   |  | 132,243  
| | ------------------------------- | ------------- |  | ---------
| | Deposits, prepayments and other | **(708,790)** |  | (202,460)

| | Trade payables |  | **(954,245)** |  | (589,485)
| | -------------- |  | ------------- |  | ---------

| | Accrued charges and other creditors | **(200,350)** |  | (106,767)
| | ----------------------------------- | ------------- |  | ---------

| | Deferred taxes |  | **-**        |  | (3,413)
| | -------------- |  | ------------ |  | -------
| | Tax payable    |  | **(52,471)** |  | -      

|                                          |                 |  |          
|----------------------------------------- | --------------- |  | ---------
|**Net cash used in operating activities** | **(1,251,011)** |  | (729,630)

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

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

| | Loan receivable |  | **23,283** |  | -
| | --------------- |  | ---------- |  | -

| | Due from (to) other related parties                          | **-**         |  | (133,732)
| | ------------------------------------------------------------ | ------------- |  | ---------
| | Acquisition of property, plant and equipment                 | **(25,694)**  |  | (11,239) 
| | Proceeds from sales of property, plant and equipment         | **10,897**    |  | 2,179    
| | Instalment received for the disposal of a subsidiary in 2002 | **66,346**    |  | -        
| | Instalment paid for the acquisition of a subsidiary in 2002  | **(300,000)** |  | -        

|                                          |               |  |          
|----------------------------------------- | ------------- |  | ---------
|**Net cash used in investing activities** | **(225,168)** |  | (142,792)

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

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

| | Restricted cash                            | **(373,008)** |  | (3,734) 
| | ------------------------------------------ | ------------- |  | --------
| | Bank overdrafts                            | **1,944,675** |  | 543,458 
| | Capital element of finance leases payments | **(22,176)**  |  | (13,569)
| | Advance to a director                      | **67,596**    |  | -       
| | Capital element of other loan payments     | **-**         |  | (67,365)
| | Borrowing of short-term debts              | **64,103**    |  | 40,027  
| | Repayment of short-term debts              | **(29,484)**  |  | -       

|                                              |               |  |        
|--------------------------------------------- | ------------- |  | -------
|**Net cash provided by financing activities** | **1,651,706** |  | 498,817

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

|Net increase (decrease) in cash and cash equivalents | **175,527** |  | (373,605)
|---------------------------------------------------- | ----------- |  | ---------

|**Exchange difference** | **** | **-** |  | 1,446
|----------------------- | ---- | ----- |  | -----

|**Cash and cash equivalents at beginning of period** | **441,657** |  | 841,472
|---------------------------------------------------- | ----------- |  | -------
|                                                     |             |  |        
|**Cash and cash equivalents at end of period**       | **617,184** |  | 469,313

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 March 31, 2003 and
for the three months ended March 31, 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 three months ended March
31, 2003 and 2002, and cash flows for the three months ended March 31, 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.

**Note 2.	Principles of Consolidation**

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

**PACIFIC CMA, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 3.	Comprehensive Income**

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

The components of total comprehensive loss for the three months ended March 31, 2003
and 2002 are presented in the following table:

| |  |  |  | (Unaudited)

**three months ended March 31,**
| |  |  |  | ---------------------------------------------

|                                          |  |  |  |  |  | **2003**     |  | 2002    
|----------------------------------------- |  |  |  |  |  | ------------ |  | --------
|                                          |  |  |  |  |  | **$**        |  | $       
|                                          |  |  |  |  |  |              |  |         
|Net loss                                  |  |  |  |  |  | **(29,323)** |  | (18,830)
|**Other comprehensive loss**              |  |  |  |  |  |              |  |         
|Foreign currency 	translation adjustments |  |  |  |  |  | **-**        |  | -       
|                                          |  |  |  |  |  |              |  |         
|Comprehensive loss                        |  |  |  |  |  | **(29,323)** |  | (18,830)

******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)**

********Three Months Ended March 31,**
| |  |  | ---------------------------------------------------------

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

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

|                                                              | **       |          |          |          | **       |              |          |      |      | *****$*****  |      |                |      | *****$***** |      | *****$*****              |  |            |  | *****$***
|------------------------------------------------------------- | -------- | -------- | -------- | -------- | -------- | ------------ | -------- | ---- | ---- | ------------ | ---- | -------------- | ---- | ----------- | ---- | ------------------------ |  | ---------- |  | ---------
|                                                              |          |          |          |          |          |              |          |      |      |              |      |                |      |             |      |                          |  |            |  |          
|******Net loss******                                          | ******** | ******** | ******** | ******** | ******** | ************ | ******** | **** | **** | **(29,323)** | **** |                |      |             |      | **************(18,830)** |  |            |  |          
|                                                              |          |          |          |          |          |              |          |      |      |              |      |                |      |             |      |                          |  |            |  |          
|******Basic EPS******                                         | ******** | ******** | ******** | ******** | ******** | ********     | ******** | **** | **** | ************ |      |                |      |             |      | ************************ |  |            |  |          
|Loss available to common
stockholders                         |          |          |          |          |          |              |          |      |      | (29,323)     | **** | **22,594,588** | **** | **(0.001)** | **** | (18,830)                 |  | 20,336,264 |  | (0.001)  
|                                                              |          |          |          |          |          |              |          |      |      |              |      |                |      |             |      |                          |  |            |  |          
|Effect of dilutive securities                                 |          |          |          |          |          |              |          |      |      |              |      |                |      |             |      |                          |  |            |  |          
|Stock options                                                 |          |          |          |          |          |              |          |      |      | -            | **** | **-**          | **** |             |      | ********-                |  | -          |  |          
|                                                              |          |          |          |          |          |              |          |      |      |              |      |                |      |             |      |                          |  |            |  |          
|******Diluted EPS******                                       | ******** | ******** | ******** | ******** | ******** | ********     | ******** | **** | **** | ************ |      |                |      |             |      | ************************ |  |            |  |          
|Loss available to common
stockholders and assumed
conversions |          |          |          |          |          |              |          |      |      | (29,323)     | **** | **22,594,588** | **** | **(0.001)** | **** | (18,830)                 |  | 20,336,264 |  | (0.001)  

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 March 31, 2003 and will expire on August 31, 2005.



During the period, 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).



****Stock options were considered to be antidilutive and would not be included in the diluted per-share computation when there was an
operating loss for the period ended March 31, 2003 and 2002.



**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 was 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 March 31, 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**

As of March 31, 2003, the Group had pledged the following assets:



(a)	Restricted cash deposits of $3,028,597 in respect of general banking facilities granted
by bankers.



(b)	Shares in Airgate acquired in 2002 (representing 81% controlling interest) to the
sellers in respect of the consideration payable to them for the acquisition of Airgate.





**Note 7.	Banking facilities**

As of March 31, 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
$4,287,820*.*  This was made up of (i) about $2,687,589 of overdrafts; (ii) about
$1,266,774 of invoice trust receipts which are included in trade payables; (iii) about
$64,227 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 period, 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.		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                
|Ms. Chan Wai Ying, Louisa ('Ms. Chan')               | Director of the Company                                
|AGL Logistics (Shenzhen) Limited ('AGI Shenzhen')    | Under common control of Mr. Lam until December
16, 2002
|Sparkle Shipping (China) Limited ('Sparkle China')   | Under common control of Mr. Lam until December
16, 2002



During the periods from January 1 to March 31, 2003 and 2002, the Group had the
following balances and transactions with related parties in which the Company's directors
have beneficial interests:

| |                                                                                |  |  | **2003**    |  | 2002    
| | ------------------------------------------------------------------------------ |  |  | ----------- |  | --------
| |                                                                                |  |  | ***$*****   |  | *$*     
| | Acquisition of Airgate in April 2002 from Mr. Turner:                          |  |  |             |  |         
| | - consideration payable                                                        |  |  | **300,000** |  | **-**   
| |                                                                                |  |  |             |  |         
| | Payment of freight cost to AGI Shenzhen controlled by
Mr. Lam                  |  |  | **-**       |  | (11,659)
| |                                                                                |  |  |             |  |         
| | Received freight income from AGI Shenzhen controlled
by Mr. Lam                |  |  | **-**       |  | 58      
| |                                                                                |  |  |             |  |         
| | Received interest income from Sparkle China controlled
by Mr. Lam and Ms. Chan |  |  | **-**       |  | 1,731   

(a)       As of March 31, 2003, the balance due to Mr. Lam from the Group amounting to $90,739
is uncollateralized, interest-free and has no fixed repayment terms.

(b)   The consideration payable to Mr. Turner for the acquisition of Airgate, after netting off a
loan receivable of $61,476 due from him to Airgate, is $238,524, which is collateralized by Airgate's
shares, interest-free and repayable in the remaining two quarterly installments pursuant to the stock
purchase agreement on July 31, 2003 and December 31, 2003.

(c)   As of March 31, 2003, general banking and loan facilities granted by various bankers to the
Group were collateralized by directors' (Mr. Lam and Ms. Chan) personal guarantees amounting to
$6,223,673.

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

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 10.	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.

The following table summarized the Group's operations for the three months ended March 31, 2003 and 2002 analyzed into air,
sea and land forwarding services:

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

|                                               | **2003**          |      | 2002        |  | **2003**          |      | 2002      |  | **2003**  |  | 2002     |  | **2003**            |  | 2002       
|---------------------------------------------- | ----------------- | ---- | ----------- |  | ----------------- | ---- | --------- |  | --------- |  | -------- |  | ------------------- |  | -----------
|                                               | **$**             |      | $           |  | **$**             |      | $         |  | **$**     |  | $        |  | **$**               |  | $          
|                                               |                   |      |             |  |                   |      |           |  |           |  |          |  |                     |  |            
|Turnover                                       | **9,054,673**     |      | 2,107,927   |  | **4,971,707**     |      | 863,007   |  | **-**     |  | 5,937    |  | **14,026,380**      |  | 2,976,871  
|                                               |                   |      |             |  |                   |      |           |  |           |  |          |  |                     |  |            
|Cost of forwarding                             | **(7,523,794)**   |      | (1,761,777) |  | **(4,170,204)**   |      | (573,536) |  | **-**     |  | (13,393) |  | **(11,693,998)**    |  | (2,348,706)
|                                               |                   |      |             |  |                   |      |           |  |           |  |          |  |                     |  |            
|Depreciation and amortization                  | **(12,161)**      |      | (11,259)    |  | **(11,670)**      |      | (2,057)   |  | **-**     |  | (3,793)  |  | **(23,831)**        |  | (17,109)   
|                                               |                   |      |             |  |                   |      |           |  |           |  |          |  |                     |  |            
|Interest expense                               | **(26,606)**      |      | (5,974)     |  | **(964)**         |      | -         |  | **-**     |  | (771)    |  | **(27,570)**        |  | (6,745)    
|                                               |                   |      |             |  |                   |      |           |  |           |  |          |  |                     |  |            
|Other segment expenses attributable to segment | ******(602,915)** |      | (179,759)   |  | ******(281,376)** |      | (105,637) |  | ******-** |  | (13,056) |  | ******(884,291)**   |  | (298,452)  
|                                               |                   |      |             |  |                   |      |           |  |           |  |          |  |                     |  |            
|Taxation                                       | **6,875**         |      | -           |  | **4,276**         |      | -         |  | **-**     |  | -        |  | **11,151**          |  | -          
|                                               |                   |      |             |  |                   |      |           |  |           |  |          |  |                     |  |            
|Segment income (loss)                          | **896,072**       |      | 149,158     |  | **511,768**       |      | 181,777   |  | **-**     |  | (25,076) |  | **1,407,841**       |  | 305,859    
|Net other unallocated expenses                 |                   |      |             |  |                   |      |           |  |           |  |          |  | ********(1,437,164) |  | (324,689)  
|                                               |                   |      |             |  |                   |      |           |  |           |  |          |  |                     |  |            
|********Net income                             |                   |      |             |  |                   |      |           |  |           |  |          |  | ********(29,323)    |  | (18,830)   
|                                               |                   |      |             |  |                   |      |           |  |           |  |          |  |                     |  |            
|********Goodwill                               | **2,840,252**     | **** | -           |  | **1,559,515**     | **** | -         |  | **-**     |  | -        |  | **4,399,767**       |  | -          
|Other assets                                   | **9,907,111**     | **** | 4,792,281   |  | **2,642,115**     | **** | 1,678,888 |  | **-**     |  | 60,970   |  | **12,549,226**      |  | 6,532,139  
|                                               |                   |      |             |  |                   |      |           |  |           |  |          |  |                     |  |            
|********Total assets                           | **12,747,363**    | **** | 4,792,281   |  | **4,201,630**     | **** | 1,678,888 |  | **-**     |  | 60,970   |  | **16,948,993**      |  | 6,532,139  

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

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Note 10.	Segment Information (continue)**

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

| |  |  |  | **(Unaudited)**

**Three months ended
March,**
| |  |  |  | ----------------------------------------------

|                   |      |  |  |  |  | ******200****3** |  | 2002
|------------------ | ---- |  |  |  |  | ---------------- |  | ----
|                   |      |  |  |  |  |                  |  |     
|**Major customer** | **** |  |  |  |  | **%**            |  | %   
|                   |      |  |  |  |  |                  |  |     
|B                  |      |  |  |  |  | **12**           |  | -   
|M                  |      |  |  |  |  | **-**            |  | 6   
|P                  |      |  |  |  |  | **-**            |  | 7   
|Q                  |      |  |  |  |  | **6**            |  | -   
|R                  |      |  |  |  |  | **12**           |  | -   
|S                  |      |  |  |  |  | **5**            |  | -   
|T                  |      |  |  |  |  | **-**            |  | 7   

****(c)   Geographical segments

The table below summarized the Group's turnover for the three months ended
March 31, 2003 and 2002 analyzed into geographical locations:

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

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

|              |      |  |  |  |  | ******200****3** |  | 2002     
|------------- | ---- |  |  |  |  | ---------------- |  | ---------
|              |      |  |  |  |  | ******$**        |  | $        
|              |      |  |  |  |  |                  |  |          
|**Turnover**  | **** |  |  |  |  |                  |  |          
|              |      |  |  |  |  |                  |  |          
|* IATA Area 1 |      |  |  |  |  | **1,831,939**    |  | 2,108,401
|* IATA Area 2 |      |  |  |  |  | **1,045,677**    |  | 162,866  
|* IATA Area 3 |      |  |  |  |  | **11,148,764**   |  | 705,604  
|              |      |  |  |  |  |                  |  |          
|TOTAL         |      |  |  |  |  | **14,026,380**   |  | 2,976,871

| | **(unaudited)**

**As of March 31, 2003** |  | (unaudited)

As of March 31, 2002
| | ----------------------------------------- |  | ---------------------------------

|                     | **Trade receivables** |  | **********Other assets
(including
goodwill)** |  | **Total assets** |  | Trade receivables |    | Other assets
(including
goodwill) |    | Total assets
|-------------------- | --------------------- |  | --------------------------------------------- |  | ---------------- |  | ----------------- | -- | --------------------------------- | -- | ------------
|                     | ***$*****             |  | ***************$*****                         |  | ***$*****        |  | *$*               | ** | *$*                               | ** | *$*         
|                     |                       |  |                                               |  |                  |  |                   |    |                                   |    |             
|**********Assets**   |                       |  |                                               |  |                  |  |                   |    |                                   |    |             
|*********IATA Area 1 | **4,265,577**         |  | **********6,156,646**                         |  | **10,422,223**   |  | 1,825,319         |    | -                                 |    | 1,825,319   
|*IATA Area 2         | **173,670**           |  | **********-**                                 |  | **173,670**      |  | 136,920           |    | -                                 |    | 136,920     
|*IATA Area 3         | **1,408,311**         |  | **********4,944,789**                         |  | **6,353,100**    |  | 1,123,357         |    | 3,446,543                         |    | 4,569,900   
|                     |                       |  |                                               |  |                  |  |                   |    |                                   |    |             
|********TOTAL        | **5,847,558**         |  | **********11,101,435**                        |  | **16,948,993**   |  | 3,085,596         |    | 3,446,543                         |    | 6,532,139   

****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.

********

**MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS 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 and goodwill

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

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 March 31, 2003, goodwill
totaled approximately $4.4 million and our long-lived assets, consisting primarily of net property,
plant and equipment, totaled $352,931. ****

We acquired 81% of the common stock of Airgate International Corporation, a privately held New
York based freight forwarder on April 30, 2002. As required by SFAS No. 142, we allocated the
purchase price to the assets, liabilities and goodwill acquired, based on the fair value at the date of
acquisition. We recorded $4.4 million in goodwill associated with this acquisition, which will not
be amortized but rather tested annually for impairment in accordance with SFAS No. 142. As a result
of such transaction, Airgate's results of operations for the period from January 1, 2003 to March 31,
2003 and its financial condition as of December 31, 2002 and March 31, 2003 were reflected on our
condensed consolidated financial statements of Pacific CMA, Inc. as of December 31, 2002 and
March 31, 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 March 31, 2003 and March 31, 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). AGI (Shenzhen)
and Sparkle were disposed of by AGI Group on May 11, 2001 and April 2, 2002, repectively, 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 GD Springfield 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 which 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 which 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 March 2003.

The significant new developments which have occurred during the period ending March 31, 2003
include the following:

1. 	A Cargo Sales Agency Agreement was signed between AGI (HK) and Cathay Pacific Airways,
a Hong Kong based airline, with effect from December 13, 2002.  The confirmation to
permanent agency status is subject to satisfactorily completing a six month trial period in which
AGI (HK) is committed to generate not less than $76,923 average net revenue per month.

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

3. 	We made plans to expand our investment in Shanghai, PRC, during the second quarter of
2003.

**RESULTS OF OPERATIONS**

PERIOD ENDED MARCH 31, 2003 COMPARED WITH PEIROD ENDED MARCH 31, 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 period ended March 31, 2003 increased 371.18% as compared with the period
ended March 31, 2002, from $2,976,871 in 2002 to $14,026,380 in 2003. The increase in revenue
was due to (i) organic growth of AGI and (ii) inclusion of Airgate's revenues in this quarter,
excluding the inter-company transactions among the group companies.

Revenue derived from operations of AGI increased 66.26% as compared to 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

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

****The revenue of Airgate represents approximately 70% of our total revenue for the first quarter of
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 397.89%, from $2,348,706 in 2002 to
$11,693,998 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 21.10% in 2002 to 16.63% in 2003 and gross profit
(revenue minus cost of forwarding) for the period increased 271.30%, from $628,165 in 2002, to
$2,332,382 in 2003. Overall, we realized a net loss of $29,323 in 2003 compared to a net loss of
$18,830 in 2002.

The decrease in overall gross margins was mainly due to lower gross margins attributable to existing
Airgate operations. However, since completing the Airgate acquisition, the Company has been
working to improve Airgate's profit margin through synergies between it and AGI. Airgate is also
putting great effort into finding new customers with higher profit margins, and has increased its
marketing staff in an effort to develop new markets with higher gross margins.

The results of operations for each segment are as follows:

Airfreight operations: Revenue from airfreight operations increased 329.55% from $2,107,927 in
2002 to $9,054,673 in 2003. Airfreight revenue for AGI Group was $3,491,220, while airfreight
revenue for Airgate was $6,975,360, and off-setting inter-company transactions totaled $1,411,907.
The volumes of airfreight were improved in 2003 compared with 2002. Our main customer base is
in the garment industry, which prefers airfreight to sea freight transportation. The second Gulf War
was 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 and 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
reallocation to the US government.  These factors led to an increase in air traffic prior to the
beginning of the war.  The tonnage increase caused the demand for shipment space to increase as
well, which led a rise in the cost of space. However, rate adjustments to clients were limited to
moderate levels since customers were reluctant to absorb the whole magnitude of the rate increase.
Costs for the airfreight forwarding operations increased 327.06% from $1,761,777 in 2002 to
$7,523,794 in 2003. Airfreight cost attributable to AGI Group was $2,886,458, while airfreight cost
attributable to Airgate was $6,136,204, and off-setting inter-company costs were $1,498,868. The
gross profit margin was quite constant.  It was 16.42% in 2002 and 16.91% in 2003. As a result of
increased revenues, overall gross profits increased 342.26% to $1,530,879.

Total segment overhead attributable to the airfreight operation increased from $196,992 in 2002 to
$634,807 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 500.75% for the period, from
$149,158 in 2002 to $896,072 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 476.09% to $4,971,707 in 2003
from $863,007 in 2002. Sea freight revenue for AGI Group was $1,126,254, while sea freight
revenue for Airgate was $3,991,331, and off-setting inter-company transactions were $145,878. The
increase in revenue for the period was due to inclusion of Airgate revenues and to revenues derived
from new customers in new markets. In addition, since ocean liners had already 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 thepending rate increase.  Thus ocean traffic recorded an
increase. Costs for the sea freight forwarding operation also increased 627.10% from $573,536 in
2002 to $4,170,204 in 2003. Sea freight costs attributable to AGI Group were $868,664, while costs
attributable to Airgate were $3,430,162, and inter-company costs were $128,622. As a result, the
gross profit margin decreased from 33.54% in 2002 to 16.12% in 2003. However, as a result of
increased revenues, overall gross profits increased 176.89% to $801,503.

Total segment overhead attributable to the sea freight operation increased 169.03%, from $107,694
in 2002 to $289,734 in 2003. Overall net income for the sea freight operation increased 181.54%,
from $181,777 in 2002 to $511,768 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 290.04% to $2,306,000 in 2003 from $591,221 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, salesmen 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 and
fax and bank charges.

Overseas traveling: Expenses related to overseas traveling increased 110.55% from $27,254 in 2002
to $57,384 in 2003. The increase in travel expenses was mainly due to costs attributable to an
increased number of trips to the US for meetings with investment bankers and discussions related
to capital raising efforts.

Legal and professional fees: Total legal fees incurred during the first quarter of 2003 were $125,074,
as compared to $11,182 in Year 2002.  The increase in legal fees was primarily the result of matters
related to work on a pending registration statement and work related to potential listing of our shares
on a stock exchange.



*DEPRECIATION AND AMORTIZATION*

Depreciation and amortization increased from $49,843 in 2002 to $50,101 in 2003, a 0.52% increase.

NON-OPERATING INCOME

*INTEREST AND OTHER INCOME*

Interest and other income increased from $14,084 in 2002 to $47,500 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 $43,726 in 2003 from $14,753 in 2002. The increase in interest
expenses is due primarily to the 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 affect the Company's business in unpredictable
ways.

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

The Company continues to assess and improve financial controls. The Company has negotiated
successfully with 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 is
increased.

LIQUIDITY AND CAPITAL RESOURCES

We used $1.2 million of cash in operating activities in the first quarter of 2003, as compared to
$700,000 in the same period of 2002.  This increase in the use of cash was mainly attributable to
additional amounts used in the settlement of trade payables. ($0.9 million was used during the first
quarter of 2003 as compared to $589,485 in the same period of 2002.

Net cash used in investing activities was $225,168, and $142,792 in the first quarter of 2003 and
2002 respectively. During first quarter of 2003, we paid an installment of $300,000 related to the
acquisition of Airgate in 2002. We also used $10,897 in acquiring plant and equipment to improve
our office facilities.  We have also received a payment of $66,346 related to our disposal of a
subsidiary in 2002.

Additional cash deposits totaling approximately $373,008 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 $1.9 millions.

Working capital maintained at $0.7 million March 31, 2003 (inclusive of restricted cash of $3
million) and December 31, 2002. We believe that we will be able to rely on cash flow from
operations for short-term liquidity and believe that we have adequate liquidity to satisfy our material
commitments for the twelve months following March 31, 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.

Pacific CMA, Inc. intends to continue its 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 US 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 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      |  | 90,255    | 36,150               | 54,105        | -               | -             
|Secured Loan                   |  | 600,000   | 600,000              | -             | -               | -             
|Unsecured Bank Loans           |  | 53,683    | 53,683               | -             | -               | -             
|Business Profit Tax Loan       |  | 10,544    | 10,544               | -             | -               | -             
|Operating Leases               |  | 991,277   | 434,830              | 521,313       | 21,301          | 13,833        
|Cargo Space Commitments        |  | 1,243,590 | 1,243,590            | -             | -               | -             
|Material Employment
Agreements |  | 1,372,250 | 499,000              | 873,250       | -               | -             

We have finance lease obligations of $90,255 as of March 31, 2003, of which $36,150 is repayable
within one year and $54,105 is repayable after 1 year.

As of March 31, 2003, we have $600,000 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 $600,000 in loans bear interest on a per annum
basis at the rate of 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 March 31, 2003.

The amount due to directors totaling $329,263 is comprised of $238,524 due to Mr.Turner, which
includes an outstanding balance of $300,000 representing partial consideration for the acquisition
of Airgate International Corp., after netting off a loan receivable of $61,476 due from him to a
subsidiary. It also includes $90,739 due to another director. Debts maturing within one year include
a loan payable of $300,000 due to Mr. Thomas representing partial consideration for the acquisition
of Airgate, unsecured short-term bank loan $53,684 and a $10,543 business tax loan.

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-cancellable
operating leases are $991,277 as of March 31, 2003. As of March 31, 2003, the current portion of
these commitments of $434,830 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 March 31, 2003, the amount
outstanding for such commitments to be entered in 2003 was approximately $1.2 million.****

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 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 March 31, 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                        | 2,687,589                   | 2,687,589                                     
|Invoice Trust Receipt            | 1,266,774                   | 1,266,774                                     
|Short-tern bank loans            | 64,227                      | 64,227                                        
|Guarantees by bank               | 269,230                     | 269,230                                       

As of March 31, 2003, to finance our working capital our available banking facilities were
approximately $6.6 millions mainly obtained from creditworthy commercial banks in Hong Kong.
As of that date, the total amount of banking facilities utilized was $4,287,820. This was made up of
(i) approximately $2,687,589 of overdrafts; (ii) approximately $1,266,774 of invoice trust receipts
which are included in trade payables; (iii) approximately $64,227 of short-term bank loans; and (iv)
approximately $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, this source of credit will continue to be available to
us.

**OUTLOOK**

We believe the following trends may have a positive impact on our future results of operation and
our financial conditions:

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 timely delivery of products at a lower cost and a 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 transact with a limited number of providers who are
familiar with their requirements, processes and procedures and can function as long-term partners.
As such, freight forwarders which 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**.**

Hong Kong

South China, including Hong Kong and the Pearl River Delta Region Area is one of the most active
transportation nodes in the World. The region has been growing dramatically in the past twenty years
owing to the open market policy put forth by the PRC Government since 1978. Overseas investment
over the world, especially from Taiwanese and Japanese conglomerates in the region, has resulted
in a significant increase in the number of factories and manufacturing plants in the region. The result
has been a significant increase in demand for freight forwarding services, with the need to import
raw materials into the region and export finished products out of the region. *(Hong Kong Year Book)*

In 1999, over 50% of the cargo into and out of the Pearl River Delta Region was handled though
Hong Kong International Airport and Kwai Chung Container Terminal. In response to the rapid
growth of the region, other transportation hubs around Hong Kong, such as Macau, Zhuhai,
Shenzhen and Guangzhou are gradually becoming key parts of the transport web. *(Hong Kong
Census and Statistical Department)*

The Hong Kong International Airport in Chep Lap Kok has been reported to be one of the largest
cargo centers in the World.

Since the beginning of the airport's fiscal year in April 2002, cargo traffic had risen by 24.7% as
compared with the same period in the previous year. Going forward, the Hong Kong Airport
Authority are formulating measures to improve cargo handling services which include building eight
new cargo stands bringing the total to 21, enlarging Hong Kong International's cargo catchment area
and developing logistic services on the airport island. *(Hong Kong Shipping Gazette Airfreight Fax
News, 17 May 2002)*

US

Airfreight continues to show strength in the US, albeit at a decelerating rate. International revenue
ton-mile performance for June 2002 was up 0.1% year over year as compared to June 2003, which
was the first month of positive year over year growth after 14 months of declines (including 7
straight months of double-digit decline).

In fact, airfreight volumes (gross revenues) from Asia to North America and Asia to Europe was
particularly strong year over year in the third and fourth quarters of 2002 due primarily to continued
strength in Chinese manufacturing activity and, to a lesser extent, some accelerated shipping ahead
of the then potential work stoppage at the West Coast ports.

Ocean freight volumes (gross revenue) from Asia to North America and Asia to Europe are also
expected to be strong year-over-year. However ocean freight gross yields will be down year over year
as capacity began to tighten meaningfully at the end of the second quarter of 2002. In spite of this,
strong expectations for year over year increases in ocean freight gross revenues should more than
offset expected year over year deterioration in ocean freight yields which should lead to ocean freight
net revenue year over year growth of at least high single digits. *("3Q:02 Earnings Preview -
Airfreight/Logistics" Bear Stearns, 16 October 2002)*

PRC

China is to phase out most restrictions on foreign companies distributing goods inside its borders
within four years of accession to the WTO. The rising levels of domestic affluence brought on by
China's WTO entry, which needs only ratification, will also fuel greater demand for production and
distribution of high-value and medium value goods, driving the need for a more flexible supply
chain. This would present an unrivalled level of opportunity for all air-freight movers if they could
meet the challenge.

With the value of China's exports and imports exceeding $475 billion in 2001, according to
government figures, and the consumption of higher value goods becoming a trend, air transport,
particularly express, is expected to become more evident within manufacturers' distribution
networks. *(China set to drop restraints; Fedex expects easier path for foreign air cargo companies
after WTO entry, South China Morning Post, 1 October 2001)*

Based on the above, we anticipate that our volume of business will increase significantly in 2003
over that of 2002.****

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

(b)	No reports on Form 8-K were filed during the quarter ended March 31, 2003.



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:   May 14, 2003

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

I, Scott Turner, certify that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

I, Alfred Lam, certify that:

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

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

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

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

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

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

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

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

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

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

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

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

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