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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-KSB/A
Amendment No. 1

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934. For the fiscal year ended June 30, 2002.

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934. For the transition period from __________ to __________

Commission file number 000-29731
Progressive Asset Management, Inc.
(Name of small business issuer in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 90-804853                           
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|1010 Oak Grove Road, Concord, CA         |  | 94518     
|(Address of principal executive offices) |  | (Zip Code)

Issuers telephone number (800) 786-2998

Securities registered under Section 12(b) of the Exchange Act:
NONE

Securities registered under Section 12(g) of the Exchange Act:
1,11983 shares of Common Stock

Common Stock
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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. [x ]  Yes [    ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [    ]

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|SIGNATURES



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Issuers revenues for its most recent fiscal year $497,772.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of
September 1, 2002, is $ 360,450.33.

The number of shares outstanding of each of the issuers classes of common
equity, as of September 1, 2002, is 1,220,483.

DOCUMENTS INCORPORATED BY REFERENCE

None of the following documents are incorporated by reference: (1) any annual
report to security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933.

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

INFORMATION REQUIRED IN ANNUAL REPORTS OF
TRANSITIONAL SMALL BUSINESS ISSUERS

The Issuer has elected to furnish the information required by Items 6-11 of
Model B of Form 1-A, as well as the information required by Parts II and III of
Form 10-KSB.

EXPLANATORY NOTE:

This amendment to Registrants Annual Report on Form 10-KSB, for the fiscal
year ended June 30, 2002, is filed to correct an omission in the Form 10-KSB as
filed on the EDGAR system. The omission was the line in the Financial
Statements under Statement of Cash Flows, Cash flows from financing
activities (page F-6 of the Form 10-KSB) reporting $16,000 for Proceeds from
sale of other investments for 2002. This correction does not change any other
part of the 10-KSB. Page F-6 as corrected is included in this amendment.

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Progressive Asset Management,
Inc.
Statement of Cash Flows
Years ended June 30, 2002 and 2001

|                                                  |                                                                                                |                                            |                                     |          |       |         |         |          |       |         |  
|------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------------------------------- | -------- | ----- | ------- | ------- | -------- | ----- | ------- | -
|                                                  |                                                                                                |                                            |                                     |          | 2002  |         | 2001   
|                                                  |                                                                                                |                                            |                                     |          |       |         |        
|Cash flows from operating activities              |                                                                                                |                                            |                                     |          |       |         |         |         
|                                                  | Net income (loss)                                                                              |                                            | $                                   | 47,684   |       |         | $       | 194,689  |      
|                                                  | Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities |                                            |                                     |          |       |         |         |          |      
|                                                  |                                                                                                | Unrealized loss (gain) on investments      |                                     |          |      |         |         |          | (855  | )      
|                                                  |                                                                                                | Depreciation and amortization              |                                     |          | 5,621 |         |         |          | 4,734 |        
|                                                  |                                                                                                | Issuance of common stock for director fees |                                     |          | 900   |         |         |          | 615   |        
|                                                  |                                                                                                | Changes in current assets and liabilities  |                                     |          |       |         |         |          |       |        
|                                                  |                                                                                                |                                            | Investment securities               |          |       | 108,979 |         |          |       | (95,000 | )
|                                                  |                                                                                                |                                            | Commissions and other receivables   |          |       | 20,327  |         |          |       | 30,053  |  
|                                                  |                                                                                                |                                            | Employee advances                   |          |       | 8,397   |         |          |       | 3,966   |  
|                                                  |                                                                                                |                                            | Prepaid expenses                    |          |       | (5,304  | )       |          |       | 4,020   |  
|                                                  |                                                                                                |                                            | Accounts payable                    |          |       | (7,532  | )       |          |       | (4,012  | )
|                                                  |                                                                                                |                                            | Salaries and commissions payable    |          |       | (4,994  | )       |          |       | (4,146  | )
|                                                  |                                                                                                |                                            | Accrued liabilities                 |          |       | (6,000  | )       |          |       | (13,383 | )
|                                                  |                                                                                                |                                            | Earth Trade settlement payment      |          |       | (44,225 | )       |          |       | (40,926 | )
|                                                  |                                                                                                |                                            | Income taxes receivable and payable |          |       |        |         |          |       | 1,600   |  
|                                                  |                                                                                                |                                            |                                     |          |       |         |         |          |      
|                                                  | Net cash provided (used) by operating activities                                               |                                            |                                     | 123,853  |       |         |         | 81,355   |      
|Cash flows from investing activities              |                                                                                                |                                            |                                     |          |       |         |         |         
|                                                  | Purchase of furniture and equipment                                                            |                                            |                                     | (3,999   | )     |         |         | 0        |      
|                                                  | Change in deposits                                                                             |                                            |                                     | 251      |       |         |         | 8,065    |      
|                                                  | Proceeds from sale of other investments                                                        |                                            |                                     | 16,000   |       |         |         |         |      
|                                                  |                                                                                                |                                            |                                     |          |       |         |         |          |      
|                                                  | Net cash provided (used) by investing activities                                               |                                            |                                     | 12,252   |       |         |         | 8,065    |      
|Cash flows from financing activities              |                                                                                                |                                            |                                     |          |       |         |         |         
|                                                  | Advances to unconsolidated subsidiary                                                          |                                            |                                     | (75,821  | )     |         |         | (24,179  | )    
|                                                  | Redemption of preferred stock, Series A                                                        |                                            |                                     | (44,226  | )     |         |         | (40,898  | )    
|                                                  | Repurchase of common stock                                                                     |                                            |                                     | (158,216 | )     |         |         | (51,085  | )    
|                                                  |                                                                                                |                                            |                                     |          |       |         |         |          |      
|                                                  | Net cash provided (used) by financing activities                                               |                                            |                                     | (278,263 | )     |         |         | (116,162 | )    
|                                                  |                                                                                                |                                            |                                     |          |       |         |         |          |      
|Net change in cash and cash equivalents           |                                                                                                |                                            | (142,158                            | )        |       |         | (26,742 | )       
|Cash and cash equivalents,                        |                                                                                                |                                            |                                     |          |       |         |         |         
|                                                  | Beginning of year                                                                              |                                            |                                     | 479,383  |       |         |         | 506,125  |      
|                                                  |                                                                                                |                                            |                                     |          |       |         |         |          |      
|                                                  | End of year                                                                                    |                                            | $                                   | 337,225  |       |         | $       | 479,383  |      
|                                                  |                                                                                                |                                            |                                     |          |       |         |         |         
|Supplemental disclosures of cash flow information |                                                                                                |                                            |                                     |          |       |         |         |         
|                                                  | Cash paid during the year for income taxes                                                     |                                            | $                                   | 1,600    |       |         | $       |         |      
|                                                  |                                                                                                |                                            |                                     |          |       |         |         |         

See accompanying footnotes

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                                                                                                   |  |                      
|-------------------------------------------------------------------------------------------------- |  | ---------------------
|Progressive Asset Management, Inc.                                                                 |  |                      
|                                                                                                  
|/s/ ERIC LEENSON

by Eric Leenson, President, Chief Executive
Officer, and Chief Financial Officer |  | Date: October 4, 2002
|                                                                                                  
|/s/ ERIC LEENSON

Eric Leenson, President, Chief Executive
Officer, and Chief Financial Officer    |  | Date: October 4, 2002

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

|                                                                                                                                 |  |                      
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------
|/s/ PETER CAMEJO

Peter Camejo, Chairman of the Board                                                                            |  | Date: October 4, 2002
|                                                                                                                                
|/s/ ERIC LEENSON

Eric Leenson, President, Chief Executive
Officer, Chief Financial Officer
and Member of the Board of Directors |  | Date: October 4, 2002
|                                                                                                                                
|/s/ CATHERINE CARTIER

Catherine Cartier, Secretary
and Member of the Board of Directors                                         |  | Date: October 4, 2002
|                                                                                                                                
|/s/ MICHAEL S. WYMAN

Michael S. Wyman,
Member of the Board of Directors                                                         |  | Date: October 4, 2002
|                                                                                                                                
|/s/ NINA LAU-BRANSON

Nina Lau-Branson,
Member of the Board of Directors                                                         |  | Date: October 4, 2002
|                                                                                                                                
|/s/ GENE VALENTINE

Gene Valentine,
Member of the Board of Directors                                                             |  | Date: October 4, 2002
|                                                                                                                                
|/s/ EDWARD L. PRICE

Edward L. Price,
Member of the Board of Directors                                                           |  | Date: October 4, 2002

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