10QSB

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 quarterly period ended September 30, 2002

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______ to __________

Commission file number 000-29731

PROGRESSIVE ASSET MANAGEMENT, INC.
(Exact name of small business issuer as specified in its charter)

CALIFORNIA	90-804853
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1010 Oak Grove Road, Concord, CA 94518

(Address of principal executive offices)

800-786-2998

(Issuer’s telephone number)

Former name, former address and former fiscal year, if changed since last report)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant 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 o  No o

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: 1,220,483, shares of Common Stock as of September 30, 2002.

Transitional Small Business Disclosure Format (Check one): Yes x  No o

1

TABLE OF CONTENTS

PART I-FINANCIAL INFORMATION
	Item 1. Financial Statements.
		Condensed Consolidated Statement of Operations
		Condensed Consolidated Statement of Cash Flows
		Condensed Consolidated Statement of Financial Condition
	Item 2. Management’s Discussion and Analysis or Plan of Operation.
PART II-OTHER INFORMATION
	Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
Exhibit 19

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

Progressive Asset Management, Inc.
Condensed Consolidated Statement of Operations

				Three months ended		Three months ended
				September 30, 2002		September 30, 2001
Total revenues				$	108,223	$	122,790
	Costs and expenses
		Employee compensation and benefits			59,282		55,922
		Other costs and expenses			48,178		46,106
		Total costs and expenses			107,460		102,028
Income before income taxes					763		20,762
Taxes on income					291		—
Net income (loss)				$	472	$	20,762
Net income (loss) per share
			Basic	$	0.00	$	0.01
			Fully diluted	$	0.00	$	0.01
Shares used to compute per share amounts
			Basic		1,220,483		1,537,667
			Fully diluted		2,343,692		2,711,986

2

Progressive Asset Management, Inc.
Condensed Consolidated Statement of Cash Flows

			Three months ended			Three months ended
			September 30, 2002			September 30, 2001
Cash flows from operating activities
		Net income (loss)	$	472		$	20,762
		Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities		14,619			31,213
		Net cash provided (used) by operating activities		15,091			51,975
Net cash provided (used) by investing activities				0			(2,493	)
Net cash provided (used) by financing activities				(33,849	)		(69,612	)
Net change in cash and cash equivalents				(18,758	)		(20,130	)
Cash and cash equivalents,
	Beginning of period			337,225			479,383
	End of period		$	318,467		$	459,253

3

Progressive Asset Management, Inc.
Condensed Consolidated Statement of Financial Condition

			September 30, 2002			September 30, 2001
Assets
	Current assets
		Cash and cash equivalents	$	318,467		$	459,253
		Commissions and other receivables		13,861			31,748
		Other current assets		24,403			124,156
		Total current assets		356,731			615,157
	Property and equipment, net			8,332			12,152
	Other assets			103,301			43,479
	Total assets		$	468,364		$	670,788
Liabilities and Stockholders’ Equity
	Current liabilities
		Accounts payable and accrued liabilities	$	13,290		$	33,104
		Total current liabilities		13,290			33,104
	Other liabilities			—			33,849
	Preferred stock, Series A			50,646			55,069
	Stockholders’ equity
		Preferred stock, Series B		25,000			25,000
		Common stock, no par value		1,260,871			1,392,800
		Retained earnings (accumulated deficit)		(881,443	)		(869,034	)
		Total stockholders’ equity		404,428			548,766
	Total liabilities and stockholders’ equity		$	468,364		$	670,788

4

Item 2. Management’s Discussion and Analysis or Plan of Operation.

Results of Second Quarter. The results of PAM’s Second Quarter is described in the “REPORT TO SHAREHOLDERS” dated November 7, 2002. A copy is included as Exhibit 19 to this Form 10-QSB and is incorporated by reference as part of this Item 2.

Forward-Looking Statements. Any statements contained in this Report that relate to future plans, events, or performance are forward-looking statements that involve risks and uncertainties. These include, but are not limited to, changes in general economic conditions, particularly the recent down-turn in the economy, the war against terrorism, possible military activity in the Middle East, intense competition for customers, pressures on brokerage, other fees charged, most notably the competition among firms offering brokerage services on-line, the mood of the investing public and the changes in political attitude toward socially responsible investments. PAM cautions that the foregoing list of important factors is not exclusive. Developments in any of these areas could cause PAM’s results to differ materially from results that have been or may be projected by or on behalf of PAM. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this statement. PAM does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of PAM.

PART II-OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

(a)  Exhibits required by Item 601 of Regulation S-B.

Exhibit 2	(a) Restated Articles of Incorporation(1)
	(b) Bylaws(1)
Exhibit 6	(a) Stock Option Plan(1)
	(b) Standstill Agreement between PAM and Paradox Holdings(1)
	(c) Agreement between PAM and Sustainable Systems, Inc.(2)
	(d) Amendment to Standstill and restrictions on Transfer Agreement Between and Among Progressive Asset Management, Paradox Holdings, Inc., and Financial West Group(3)
Exhibit 12	(a) Purchase Agreement Among Paradox Holdings, PAM and FWG(1)

Footnotes:

(1)  Incorporated by reference to PAM’s Registration Statement on Form 10SB, Amendment 2, filed August 9, 2000.

(2)  Incorporated by reference to PAM’s Annual Report on Form 10-KSB, filed September 28, 2000.

(3)  Incorporated by reference to the Company’s Schedule TO (Exhibit (d)(3)), filed on November 14, 2001.

(b)  Reports on Form 8-K. No Forms 8-K were filed during the quarter for which this report is filed, listing the items reported, any financial statements filed and the dates of such reports.

5

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 ASSET MANAGEMENT, INC.

Date: November 7, 2002	/s/
	Eric Leenson, President, Chief Executive Officer and Chief Executive Officer

Date: November 7, 2002	/s/
	Catherine Cartier, Secretary

6 EX-19 3 f85652exv19.htm EXHIBIT 19

[Progressive Asset Management, Inc. letterhead] EXHIBIT 19

REPORT TO SHAREHOLDERS Quarter Ending September 30, 2002

I. Overview

Since the publication of Progressive Asset Management’s (PAM) 2002 Annual Report five weeks ago, there are few additional developments to communicate. PAM has signed an advantageous lease agreement to move its national headquarters back to Oakland, California in late November of this year. The fact that PAM was looking to make such a move was disclosed in the Annual Report.

As was discussed in the Annual Report, PAM management has initiated the process necessary for PAM’s stock being reported on the Electronic Pink Sheets (EPS) rather than on the Over the Counter Bulletin Board (OTCBB), hopefully starting in early 2003. This switch should result in considerable cost savings without jeopardizing liquidity of the shares. During the quarter ending September 30th 2002, there were no transactions in PAM stock (which trades under the symbol PAMI).

With regard to implementation of PAM’s business plan, Richard Greenberg, who is located in Boca Raton, Florida joined the PAM Network in October, giving PAM its first presence in the Southeast. Other broker recruitment efforts are proceeding, with PAM receiving positive responses from several persons contacted, but no definitive acceptances as of yet.

II. Finances

Overall stock market results were quite negative during the quarter and were highlighted by sharp declines in the major indices: Dow Jones -17.9%; S&P 500 —17.2; and the NASDAQ —19.9%. PAM revenues, of course, are directly impacted by the fall in value of asset-based accounts, as well as by the seeming paralysis of individual clients to make decisions in transaction based relationships.

During the quarter ending September 30, 2002, PAM again narrowly achieved positive financial results. PAM produced total revenues of $108,223, on expenses of $107,751 thereby generating a net profit of $ 472.00, a break even with regard to cents earned per share. Net profits fell $20,290 from the same quarter of the previous year. This decline resulted principally from a fall-off in revenues of $14,567, since expenses increased by $5,723 during the same period. Each shareholder receives as part of this Quarterly Report, the unaudited financial statement for the quarter ended September 30, 2002, prepared by the accounting firm of Markle Stuckey Hardesty & Bott.

Under the strategic alliance with Financial West Group (FWG), FWG executes securities transactions and receives the commissions for those transactions generated by registered representatives who are members of the PAM Network. FWG then distributes the preponderance of the commissions to the registered representatives, retaining a portion, which is shared with PAM. The alliance is described in more detail in PAM’s annual 10-KSB filed with the Securities and Exchange Commission on September 26, 2002, and available online at its website or from PAM’s secretary.

1

III. ProgressiveTrade Securities, Inc.

ProgressiveTrade Securities, Inc. (PTS) is the online trading firm developed by PAM and Sustainable Systems, Inc. As described in PAM’s most recent Annual Report, PTS completed an “alpha” version of its “Social Screening Module,” a proprietary technology that permits investors to create their own social screens and be notified electronically of whether particular companies pass those screens. Demonstrations of this module have been well received by a spectrum of investment professionals, with long experience in the socially-responsible investment field.

The primary obstacle to the launch of this innovative product is obtaining the necessary financial support. Raising capital is especially difficult under present conditions, particularly for internet—related start-ups. Should PTS be unsuccessful in its efforts to secure capital of $300,000 to implement this next stage of PTS business plan, PAM will not realize any return on its $100,000 investment.

IV. Looking to the Future

The quarter ending September 30, 2002, was the 13th consecutive quarter of profitability for PAM under the strategic alliance with FWG. However, unless investor sentiment soon becomes positive, it is likely that PAM will experience the same red ink that so many other firms in the financial services industry have already suffered. Fortunately, the structure of the PAM Network and of the alliance with FWG, have provided PAM with the financial resilience to withstand the trying circumstances of the last two years.

As we enter our 16th year of seeking to achieve financial return and social progress for our clients, we thank you, our shareholders for your ongoing support.

Eric Leenson
President and CEO Peter Camejo
Board Chair

November 7, 2002

Forward-Looking Statements. Any statements contained in this Report that relate to future plans, events, or performance are forward-looking statements that involve risks and uncertainties. These include, but are not limited to, changes in general economic conditions, particularly the recent down-turn in the economy, the war against terrorism, possible military activity in the Middle East, intense competition for customers, pressures on brokerage, other fees charged, most notably the competition among firms offering brokerage services on-line, the mood of the investing public and the changes in political attitude toward socially responsible investments. PAM cautions that the foregoing list of important factors is not exclusive. Developments in any of these areas could cause PAM’s results to differ materially from results that have been or may be projected by or on behalf of PAM. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this statement. PAM does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of PAM.

2 -----END PRIVACY-ENHANCED MESSAGE-----

EX-19

exv19