U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549










Form 10-Q





(Mark One)


[X]           Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934





For the quarterly period ended August 31, 2010








[  ]           Transition Report under Section 13 or 15(d) of the Exchange Act for the Transition Period from ________ to ___________





Commission File Number: 0-50333





PROGRESSIVE TRAINING, INC.


(Exact name of small business issuer as specified in its charter)





Delaware

(State or other jurisdiction ofincorporation or organization)
32-0186005

(I.R.S. Employer Identification No.)





17337 Ventura Boulevard, Suite 305


Encino, California    91316


Issuer's Telephone Number:  (818) 784-0040


(Address and phone number of principal executive offices)





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 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 [_]





Indicate by check  mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter  period that the registrant was required to submit and post such files).  Yes [_]   No [_]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer o
Accelerated filer oNon-accelerated filer o

(Do not check if smaller reporting company)
Smaller reporting company x





Check whether the issuer is a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [_] No [X]





As of August 31, 2010 the issuer had of 5,280,000 shares of common stock outstanding.





Traditional Small Business Disclosure Format (check one)  Yes [_]   No [X]

















INDEX TO QUARTERLY REPORT


ON FORM 10-Q








PART I
FINANCIAL INFORMATION
PageItem 1.
Financial Statements (Unaudited)
3Condensed Balance Sheets

August 31, 2010 and February 28, 2010
4Condensed Statements of Operations

For the Three- and Six-Month PeriodsEnded August 31, 2010 and 2009
5Condensed Statements of Stockholders’ Deficit

For the Six Months Ended August 31, 2010
6Condensed Statements of Cash Flows

For the Six Months Ended August 31, 2010 and 2009
7Notes to Financial Statements
8Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11Item 3.
Quantitative and Qualitative Disclosures About Market Risk
16Item 4T.
Controls and Procedures
16PART II
OTHER INFORMATIONItem 1.
Legal Proceedings
18Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
18Item 3.
Defaults upon Senior Securities
18Item 4.
Submission of Matters to a Vote of Security Holders
18Item 5.
Other Information
18Item 6.
Exhibits
18Signatures

19

















2








PART I


FINANCIAL INFORMATION





ITEM 1.  FINANCIAL STATEMENTS





(Financial Statements Commence on Following Page)










3











PROGRESSIVE TRAINING, INC.


CONDENSED BALANCE SHEETS





August 31, 2010

(Unaudited)

May 31,

2010ASSETSCash

$
8,137


$
8,238Accounts receivable, net of allowance for doubtful accounts of $8,200


2,794



4,439Prepaid expenses and other assets


900



900TOTAL ASSETS

$
11,831


$
13,577LIABILITIES AND SHAREHOLDERS’ DEFICITLIABILITIES:Line of credit

$
39,338


$
39,338Accounts payable and accrued expenses


64,470



44,106Accrued interest due to shareholder


12,046



10,700Note payable due to shareholder


66,767



66,767Total liabilities


182,621



160,911COMMITMENTS AND CONTINGENCIESSHAREHOLDERS’ DEFICIT:Common Stock, par value - $.0001; 100,000,000 shares authorized; 5,280,000 shares issued and outstanding


528



528Additional paid-in capital


1,608,723



1,598,323Accumulated deficit


(1,780,041
)


(1,746,185
)Total shareholders’ deficit


(170,790
)


(147,334
)TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$
11,831


$
13,577





See accompanying notes to financial statements.






4








PROGRESSIVE TRAINING, INC.


CONDENSED STATEMENTS OF OPERATIONS


FOR THE THREE MONTHS ENDED AUGUST 31, 2010 AND 2009 (UNAUDITED)





2010


2009NET REVENUES

$
19,172


$
31,873COST OF REVENUES


895



7,709GROSS PROFIT


18,277



24,164EXPENSES:Selling and marketing


3,188



3,877General and administrative


46,256



39,817Interest expense


1,889



1,064Total expenses


51,333



44,758LOSS BEFORE INCOME TAXES


(33,056)



(20,594)INCOME TAXES


800



800NET LOSS

$
(33,856)


$
(21,394)BASIC AND DILUTED LOSS PER SHARE

$
(0.01)


$
(0.00)WEIGHTED AVERAGE SHARES


5,280,000



5,280,000







See accompanying notes to financial statements.






5








PROGRESSIVE TRAINING, INC.


CONDENSED STATEMENT OF SHAREHOLDERS' DEFICIT


FOR THE THREE MONTHS ENDED AUGUST 31, 2010 (UNAUDITED)





COMMON STOCK


ADDITIONAL

PAID-IN


ACCUMULATEDSHARES


AMOUNT


CAPITAL


(DEFICIT)


TOTALBALANCE, MAY 31, 2010


5,280,000


$
528


$
1,598,323


$
(1,746,185
)

$
(147,334
)CONTRIBUTED CAPITAL


-



-



10,400



-



10,400NET LOSS


-



-



-



(33,856
)

$
(33,856
)BALANCE, AUGUST 31, 2010


5,280,000


$
528


$
1,608,723


$
(1,780,041
)

$
(170,790
)





See accompanying notes to financial statements.








6








PROGRESSIVE TRAINING, INC.


CONDENSED STATEMENTS OF CASH FLOWS


FOR THE THREE MONTHS ENDED AUGUST 31, 2010 AND 2009




2010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(33,856
)

$
(21,394
)Adjustments to reconcile net loss to net cash used by operating activities:Contribution of capital for services


10,400



10,400Changes in operating assets and liabilities:Accounts receivable


1,645



1,204Prepaid expenses


-



96Accounts payable and accrued expenses


21,710



(9,487
)Net cash used by operating activities


(101
)


(19,181
)CASH FLOWS FROM FINANCING ACTIVITIES:Net borrowings (repayments) from (to) shareholder


-



17,778Net borrowings (repayments) on line of credit


-



612Net cash provided by financing activities


-



18,390NET DECREASE IN CASH


(101
)


(791
)CASH, BEGINNING OF PERIOD


8,238



2,318CASH, END OF PERIOD

$
8,137


$
1,527SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest

$
543


$
535Cash paid for income taxes

$
-


$
-







See accompanying notes to financial statements






7







PROGRESSIVE TRAINING, INC.




NOTES TO FINANCIAL STATEMENTS




1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




BUSINESS BACKGROUND




Progressive Training, Inc. the "Company") was incorporated under this name in Delaware on October 31, 2006. The Company is engaged in the development, production and distribution of training and educational video products and services. From August 10, 2004 through December 11, 2006 the business of the development, production and distribution of management and general workforce training videos was previously conducted under the name Advanced Media Training, Inc.





2. INTERIM CONDENSED FINANCIAL STATEMENTS





FISCAL PERIODS





The Company's fiscal year-end is May 31. References to a fiscal year refer to the calendar year in which such fiscal year ends.




UNCLASSIFIED BALANCE SHEET




In accordance with the provisions of AICPA Statement of Position 00-2, "ACCOUNTING BY PRODUCERS OR DISTRIBUTORS OF FILMS," the Company has elected to present unclassified balance sheets.





PREPARATION OF INTERIM CONDENSED FINANCIAL STATEMENTS





These interim condensed financial statements for the three months ended August 31, 2010 and 2009 have been prepared by the Company's management, without audit, in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). In the opinion of management, these interim condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, unless otherwise noted) necessary to present fairly the Company's financial position, results of operations and cash flows for the fiscal periods presented. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in these interim financial statements pursuant to the SEC's rules and regulations, although the Company's management believes that the disclosures are adequate to make the information presented not misleading. The financial position, results of operations and cash flows for the interim periods disclosed herein are not necessarily indicative of future financial results. These interim condensed consolidated financial statements should be read in conjunction with the annual financial statements and the notes thereto included in the Company's most recent Annual Report on Form 10K for the fiscal year ended May 31, 2010.





The Company has evaluated subsequent events the date these condensed financial statements were issued.






8








RECLASSIFICATIONS




Certain 2009 amounts have been reclassified to conform to presentation in 2010.




USE OF ESTIMATES




The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenue and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company's historical results as well as management's future expectations. The Company's actual results could vary materially from management's estimates and assumptions.




SIGNIFICANT CUSTOMERS





During the three months ended August 31, 2010 the Company had one customer that accounted for 41% of the Company's revenues. During the three months ended August 31, 2009, the Company had two customers that accounted for 36% and 11% of the Company’s revenues.  Foreign sales (primarily royalty income from Canada) amounted to $11,652 and $8,799 for the three months ended August, 2010 and 2009, respectively.




NET LOSS PER SHARE




Basic and diluted net loss per share has been computed by dividing net loss by the weighted average number of common shares outstanding during the applicable fiscal periods. At August 31, 2010 and 2009, the Company had no potentially dilutive shares.





RECENTLY ISSUED ACCOUNTING STANDARDS





There are no recently issued accounting standards with pending adoptions that the Company’s management currently anticipates will have any material impact upon its financial statements.





3. LINE OF CREDIT




The Company has a revolving line of credit with a bank which permits borrowings up to $40,000. The line is guaranteed by the Company's President. Interest is payable monthly at 2.22% above the bank's prime rate of interest (total interest rate was 5.48% at August 31, 2010). The line is callable upon demand.




4. COMMITMENTS AND CONTINGENCIES




The Company has agreements with companies to pay a royalty on sales of certain videos (co produced with these companies). The royalty is based on a specified formula, which averages approximately 35% of net amounts collected.




The Company currently rents office space for $900 per month on a month-to-month basis. Rent expense was $2,700 and $7,500 for the three months ended August 31, 2010 and 2009, respectively.






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5. RELATED PARTY TRANSACTIONS





The Company has an agreement with its President and majority shareholder to fund any shortfall in cash flow up to $250,000 at 8% interest through June 30, 2011. The note is secured by all right, title and interest in and to the Company’s video productions and projects, regardless of their state of production, including all related contracts, licenses, and accounts receivable. Any unpaid principal and interest under the Note will be due and payable on December 31, 2011. On March 16, 2009, the Company issued 3,000,000 shares of its common stock to its President in payment of $180,000 on this note.  As of August 31, 2010, the balance on the note and related accrued interest was $66,767 and $12,046, respectively.





6. SUBSEQUENT EVENT





On March 24, 2010, the Company entered into a non-binding Letter of Intent, (“LOI”), with PharmCo, LLC, (“PharmCo”).  The LOI provides for a recapitalization of the Company with Pharmco surviving as the ongoing operating entity.  The LOI also provides for the acquisition of all the Company’s existing assets by the Young Family Trust (the “Trust) as administered by Buddy Young, the Company’s CEO and President, in consideration of the Trust’s assumption of all the Company’s existing liabilities, as defined. The Company anticipates finalizing and closing this transaction on or before November 30, 2010.







10








Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations





You should read this section together with our financial statements and related notes thereto included elsewhere in this report. In addition to the historical information contained herein, this report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are not based on historical information but relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. Certain statements contained in this Form 10, including, without limitation, statements containing the words "believe," "anticipate," "estimate," "expect," "are of the opinion that" and words of similar import, constitute "forward-looking statements." You should not place any undue reliance on these forward-looking statements.





You should be aware that our results from operations could materially be effected by a number of factors, which include, but are not limited to the following: economic and business conditions specific to the workforce training industry, competition from other producers and distributors of training videos; our ability to control costs and expenses, access to capital, and our ability to meet contractual obligations. There may be other factors not mentioned above or included elsewhere in this report that may cause actual results to differ materially from any forward-looking information.




CRITICAL ACCOUNTING POLICIES




Our discussion and analysis of our financial condition and results of operations are based upon our statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with our Board of Directors, we have identified two accounting policies that we believe are key to an understanding of our financial statements. These are important accounting policies that require management's most difficult, subjective judgments.




The first critical accounting policy relates to revenue recognition. We recognize revenue from product sales upon shipment to the customer. Rental income is recognized over the related period that the videos are rented. Based on the nature of our product, we do not accept returns. Damaged or defective product is replaced upon receipt. Such returns have been negligible since the Company's inception.




The second critical accounting policy relates to production costs. The Company periodically incurs costs to produce new management training videos and to enhance current videos. Historically, the Company has been unable to accurately forecast revenues to be earned on these videos and has, accordingly, expensed such costs as incurred. No such costs were incurred in the three months ended August 31, 2010 or 2009.








11








RESULTS OF OPERATIONS




GENERAL




Our principal customers are companies having 100 or more employees with an established training department. In many cases, training departments are part of and supervised by the company's human resource department.




We face competition from numerous other providers of training videos. We believe many of these competitors are larger and better capitalized than the Company. Additionally, if the Company is to grow its business by financing and producing additional training videos, it will require additional capital. Further, as reflected in our financial statements, our revenues have been severely impacted by the current general economic condition. Corporations tend to reduce their training budgets during an economic slowdown.




To date our cash flows from operations have been minimal. Other than from operations and our line of credit, our only source of capital is an agreement with our President and majority shareholder to fund any shortfall in cash flow up to $250,000 at 8% interest through June 30, 2011. Repayment is to be made when funds are available with the balance of principal and interest due December 31, 2011. On March 16, 2009, the Company entered into an agreement to issue 3.0 million shares of restricted common stock of the Company in exchange for a total of $180,000 of debt due to the Company’s President. As of August 31, 2010, the Company owes Mr. Young a total of $66,767 in principal, and a total of $12,046 in related accrued interest.




We anticipate that the cash flow from operations, together with the available funds under the above referenced agreement with our president will be sufficient to fulfill our capital requirements through fiscal year 2011.




Our efforts during the next 12 months will mainly be focused on, increasing revenue by (a) seeking to retain additional free lance commissioned sales representatives, (b) improve the functionality of our website by adding features such as providing customers the ability to preview videos online, and by enhancing the website's search capabilities and user interface, and (c) by allocating a portion of available cash flow for the production of new training videos. Further, in all probability, we will attempt to raise additional funds through the sale of equity, which may have a substantial dilutive effect on the holdings of existing shareholders.





If during the next twelve months we do not complete the recapitalization of the Company with Pharmco (see Note 6), our revenue is insufficient to continue operations, or we are unable to raise funds through the sale of additional equity, or from traditional borrowing sources, we may be required to totally abandon our business plan and seek other business opportunities in a related or unrelated industry. Such opportunities may include a reverse merger with a privately held company. The result of which could cause the existing shareholders to be severely diluted.






12








Three-Month Period Ended August 31, 2010 Compared to Three-Month Period Ended August 31, 2009





Revenues





Our revenues for the three month period ended August 31, 2010 were $19,172.  Revenues for the prior three month period ended August 31, 2009, were $31,873.  This represents a decrease of $12,701.  This substantial decrease is mainly the result of the following factors:(a) the slowdown in the general economy which has a direct impact on corporate training budgets, (b) the aging of the videos produced by us and the fact that we have not introduced any new videos into the marketplace during the past three fiscal years, and (c) the inability to hire sales personnel due to the lack of available funds.





Domestic product sales and rentals, royalties resulting from the closed circuit telecast of our videos, and royalties derived from international sales made up 98% and 100% of the total revenue in the three-month periods ended August 31, 2010 and 2009, respectively. Sales of videos produced by other companies accounted for approximately 5% of revenues in the three-month period ended August 31, 2010 and approximately 70% in the same period in 2009. As a result of our limited financial resources which prevent us from financing and producing any new videos, we expect that the sale of videos produced by others will continue to vary significantly in each period.





Costs and Expenses





Our cost of goods sold during the three month period ended August 31, 2010, decreased to $895 from $7,709 during the three months ended August 31, 2009.   This represents a decrease of $6,814.  The cost of goods sold as a percent of sales decreased by approximately 19% (24% in 2009 to 5% in 2010). This decrease is a direct result of the sales mix during the quarter ended August 31, 2010 shifting to higher gross profit items (i.e., royalties on previously produced product).





Approximately 5% of our revenue was generated from the sale of training videos produced by companies with which we have distribution contracts with.  The terms of these distribution contracts vary with regard to percentage of discount we receive.  These discounts range from a low of 35% to a high of 50% of gross receipts.  As we cannot predict which companies will produce better selling videos in any one period, we cannot predict future product mix.  However, we anticipate that excluding production costs, the cost of goods sold as a percentage of revenues will be approximately within the 15 to 35 percent range.





Total operating expenses increased to $51,333 during the three months ended August 31, 2010 from $44,758 in the three month period ended August 31, 2009.  This represents an increase of $6,575.






13








Selling and marketing expenses decreased to $3,188 during the three months ended August 31, 2010 from $3,877 during the three months ended August 31, 2009. This represents a decrease of $689.  These costs are mainly comprised of the creation of advertising and publicity materials, the making of preview copies of the video to be sent to other distributors, advertising space in trade publications, and commissions on sales.


General and administrative expenses increased to $46,256 during the three months ended August 31, 2010 from $39,817 during the three months ended August 31, 2009. This represents an increase of $6,439.  The main components in these general and administrative expenses are the contribution of services by our CEO valued at $10,400 per quarter, consulting fees, and professional fees for accounting and legal services, and rent.  We anticipate that our general and administrative expenses will remain at this level until we generate additional revenues to support an increase in our infrastructure.





The Company incurred no significant research and development expenses in either period. This was due to the fact that we did not research any new training products during these periods due to negative cash flows in 2010 and 2009.




Interest expense increased to $1,889 during the three months ended August 31, 2010 from $1,064 during the three months ended August 31, 2009. This represents an increase $825.  This increase is primarily due to the Company additional borrowings from he Company’s President. As a result, the Company owes Mr. Young $66,767 as of August 31, 2010, pursuant to an agreement to fund any shortfall in cash flow up to $250,000 at 8% interest through June 30, 2011. Repayment is to be made when funds are available with the balance of principal and interest due December 31, 2011.





Our net loss increased to $33,856 during the three months ended August 31, 2010 from $21,394 during the three months ended August 31, 2009.  This is an increase of $12,462. The primary cause of this increase is due to the increase in the professional fees. The increase in our net loss was partially offset by the decrease in sales, along with a general decrease in the remaining operating expenses.




PLAN OF OPERATION




We will continue to devote our very limited resources to marketing and distributing workforce training videos and related training materials, through our website. At this time these efforts are focused on the sale of videos produced by third parties since these are generally newer and more accepted in the marketplace. Historically up to 50% of our revenue has been derived from these revenues, although such sales were only 30% in 2010 and 40% in 2009. Additionally, we will continue to market videos produced by us, Among these are "The Cuban Missile Crisis: A Case Study In Decision Making And Its Consequences," "What It Really Takes To Be A World Class Company," "How Do You Put A Giraffe In The refrigerator?." If cash flow permits we will spend some of our resources on the production and marketing of additional training videos produced by us. The amount of funds available for these expenditures will be determined by cash flow from operations, as well as, our ability to raise capital through an equity offering or further borrowing from our President, and other traditional borrowing sources.






14







Pursuant to a March 24, 2010, non binding Letter of Intent between the Company and PharmCo. LLC., management, while conducting its operations as outlined above, will continue its negotiations  to acquire all of the outstanding membership interests of PharmCo. LLC. Located in Florida, PharmCo. LLC operates a retail pharmacy in South Florida.




Should our recapitalization with Pharmco LLC not be consummated, management expects that sales of videos and training materials, along with available funds under an agreement with its President and majority shareholder should satisfy our cash requirements through fiscal 2011. The Company's marketing expenses and the production of new training videos will be adjusted accordingly.





If during the next twelve months our revenue is insufficient to continue operations, and we are unable to raise funds through the sale of additional equity, or are unsuccessful in completing the acquisition of all the PharmCo, LLP membership interests, we may be required to totally abandon our business plan and seek other business opportunities in a related or unrelated industry. Such opportunities may include a reverse merger with a privately held company. The result of which could cause the existing shareholders to be severely diluted.




We currently have no full time employees. We do have two part time consultants who assist with the administration functions. We mainly utilize outside services to handle our accounting and other administrative requirements, and commissioned sales personnel to handle the selling and marketing of our videos. Mr. Buddy Young, our Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors, works on a part-time basis. During the quarter ended August 31, 2010, Mr. Young contributed non-cash compensation (representing the estimated value of services and the use of personal equipment contributed to the Company) of $10,400.





Liquidity and Capital Resources





Our working capital deficit increased to $91,977 during the three months ended August 31, 2010 from $79,306 during the three months ended August 31, 2009.  This is the result of a decrease in our revenues during the quarter and continuing fixed expenses





Our cash flows used by operations were $101 during the three months ended August 31, 2010.  This is the result of our net loss of $33,856 partially offset by a contribution of capital for services in the amount of $10,400 and an increase in accounts payable and accrued expenses of $21,710.





Our cash flows used by operations were $19,181 during the three months ended August 31, 2009.  This is the result of our net loss of $21,394 partially offset by a contribution of capital for services in the amount of $10,400 and a decrease in accounts payable and accrued expenses of $9,487.





During 2010 and 2009 we did not use any cash for investing activities.






15








During the three months ended August 31, 2010 we did not have any cash flows from financing activities.





Our cash flows provided by financing activities were $18,390 during the three months ended August 31, 2009. During the three months ended August 31, 2009 we borrowed an additional $17,778, from our shareholder and an additional $612 on our line of credit.





We currently have no material commitments at this time to fund development of new videos or to acquire any significant capital equipment





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Based on the nature of our current operations, we have not identified any issues of market risk at this time.





ITEM 4T.  CONTROLS AND PROCEDURES




Disclosure Controls and Procedures




We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of August 31, 2010 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of Buddy Young, who serves as both our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, Mr. Young concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.




Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.




Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our annual report on Form 10-K, for our year ended May 31, 2010, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended August 31, 2010 accurately present our financial condition, results of operations and cash flows in all material respects.






16







Changes in Internal Control over Financial Reporting




As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2010 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.




Limitations on the Effectiveness of Controls and Procedures




Our management, including Buddy Young our Chief Executive Officer and the Chief Financial Officer, do not expect that our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.






17











PART II


OTHER INFORMATION








ITEM 1.
LEGAL PROCEEDINGS     None.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 HOLDERSDuring the quarter ended August 31, 2010, no matters were submitted to the Company's security holders.ITEM 5.
OTHER INFORMATION     None.ITEM 6.
EXHIBITS31.1
Certification of CEO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.











18











SIGNATURES





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





PROGRESSIVE TRAINING, INC.

(Registrant)Dated: October 13, 2010
/s/ Buddy Young

Buddy Young, President and Chief

Executive Officer









19