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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 March 31, 2002
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from _______ to __________
Commission file number _________________________
PROGRESSIVE ASSET MANAGEMENT, INC.
(Exact name of small business issuer as specified in its charter)
CALIFORNIA (State or other jurisdiction of incorporation or organization) | 90-804853 (IRS Employer Identification No.) |
1010 Oak Grove Road, Concord, CA 94518
800-786-2998
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 [ ] 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: 1,220,983 shares of Common Stock as of April 30, 2002.
Transitional Small Business Disclosure Format (Check one): Yes [X] No [ ]
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PART I-FINANCIAL INFORMATION
Item 1. Financial Statements.
Progressive Asset Management, Inc.
Three months ended | Three months ended | ||||||||
March 31, 2002 | March 31, 2001 | ||||||||
Total revenues | $ | 110,472 | $ | 128,938 | |||||
Costs and expenses | |||||||||
Employee compensation and benefits | 58,426 | 43,555 | |||||||
Other costs and expenses | 51,058 | 44,402 | |||||||
Total costs and expenses | 109,484 | 87,957 | |||||||
Income before income taxes | 988 | 40,981 | |||||||
Taxes on income | 0 | 0 | |||||||
Net income (loss) | $ | 988 | $ | 40,981 | |||||
Net income (loss) per share | |||||||||
Basic | $ | 0.00 | $ | 0.03 | |||||
Fully diluted | $ | 0.00 | $ | 0.02 | |||||
Shares used to compute per share amounts | |||||||||
Basic | 1,346,572 | 1,537,667 | |||||||
Fully diluted | 2,584,072 | 2,711,986 | |||||||
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Progressive Asset Management, Inc.
Three months ended | Three months ended | ||||||||
March 31, 2002 | March 31, 2001 | ||||||||
Cash flows from operating activities | |||||||||
Net income (loss) | $ | 988 | $ | 40,981 | |||||
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities | 12,380 | (26,378 | ) | ||||||
Net cash provided (used) by financing activities | 13,368 | 14,603 | |||||||
Net cash provided (used) by investing activities | (87,341 | ) | 0 | ||||||
Net cash provided (used) by financing activities | (112,365 | ) | (37,424 | ) | |||||
Net change in cash and cash equivalents | (186,338 | ) | (22,821 | ) | |||||
Cash and cash equivalents, | |||||||||
Beginning of period | 486,927 | 528,683 | |||||||
End of period | $ | 300,589 | $ | 505,862 | |||||
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Progressive Asset Management, Inc.
March 31, 2002 | March 31, 2001 | |||||||||
Assets | ||||||||||
Current assets | ||||||||||
Cash and cash equivalents | $ | 300,589 | $ | 505,862 | ||||||
Commissions and other receivables | 26,211 | 69,904 | ||||||||
Other current assets | 35,596 | 46,558 | ||||||||
Total current assets | 362,396 | 622,324 | ||||||||
Property and equipment, net | 9,536 | 12,869 | ||||||||
Other assets | 131,975 | 40,273 | ||||||||
Total assets | $ | 503,907 | $ | 675,466 | ||||||
Liabilities and Stockholders’ Equity | ||||||||||
Current liabilities | ||||||||||
Accounts payable and accrued liabilities | $ | 16,022 | $ | 14,531 | ||||||
Total current liabilities | 16,022 | 14,531 | ||||||||
Other liabilities | 33,849 | 78,084 | ||||||||
Preferred stock, Series A | 50,644 | 8,184 | ||||||||
Stockholders’ equity | ||||||||||
Preferred stock, Series B | 25,000 | 25,000 | ||||||||
Common stock, no par value | 1,278,935 | 1,443,126 | ||||||||
Retained earnings (accumulated deficit) | (900,543 | ) | (893,449 | ) | ||||||
Total stockholders’ equity | 403,392 | 574,667 | ||||||||
Total liabilities and stockholders’ equity | $ | 503,907 | $ | 675,466 | ||||||
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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 April 30, 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 Quarterly 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 and the war on terrorism, 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. The terrible attack on September 11, 2001, on targets in the United States, creates even greater uncertainty and insecurity. No one yet knows the full ramifications of these incidents. 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 and Restrictions on Transfer Agreement Between and among Progressive Asset Management, Paradox Holdings Inc., and Financial West Group(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) | ||
Exhibit 19 | Report to Shareholders, dated April 30, 2002 |
Footnotes: (1) Incorporated by reference to the Company’s Registration Statement on Form 10-SB, Amendment 2, filed August 9, 2000. (2) Incorporated by reference to the Company’s Form 10-KSB, filed on 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.
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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: May 1, 2002 | /s/ Eric Leenson | |
Eric Leenson, President and Chief Executive Officer | ||
Date: May 1, 2002 | /s/ Catherine Cartier | |
Catherine Cartier, Secretary |
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