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 December 31, 2001
[ ] 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 90-804853
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1010 Oak Grove Road, Concord, CA 94518
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(Address of principal executive offices)
800-786-2998
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(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 l2, 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: 1,239,702 shares of Common Stock as
of January 31, 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.
Condensed Consolidated Statement of Operations
Three months Three months
ended ended
December 31 December 31
2001 2000
------------ ------------
Total revenues $ 146,752 $ 189,125
Costs and expenses
Employee compensation and benefits 63,516 47,436
Other costs and expenses 75,931 67,616
---------- ----------
Total costs and expenses 139,447 115,052
---------- ----------
Income before income taxes 7,305 74,073
Taxes on income 0 0
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Net income (loss) $ 7,305 $ 74,073
========== ==========
Net income (loss) per share
Basic $ 0.00 $ 0.05
Fully diluted $ 0.00 $ 0.03
========== ==========
Shares used to compute per share amounts
Basic 1,472,161 1,562,368
========== ==========
Fully diluted 2,624,366 2,736,687
========== ==========
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PROGRESSIVE ASSET MANAGEMENT, INC.
Condensed Consolidated Statement of Cash Flows
Three months Three months
ended ended
December 31 December 31
2001 2000
------------ ------------
Cash flows from operating activities
Net income (loss) $ 7,305 $ 74,073
Adjustments to reconcile net income (loss)
to net cash provided (used) by operating
activities 66,096 (25,329)
--------- ---------
Net cash provided (used) by operating
activities 73,401 48,744
Net cash provided (used) by investing activities 0 (18,145)
Net cash provided (used) by financing activities (45,727) (39,083)
--------- ---------
Net change in cash and cash equivalents 27,674 (8,484)
Cash and cash equivalents,
Beginning of period 459,253 537,167
--------- ---------
End of period $ 486,927 $ 528,683
========= =========
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PROGRESSIVE ASSET MANAGEMENT, INC.
Condensed Consolidated Statement of Financial Condition
December 31, December 31,
2001 2000
----------- -----------
Assets
Current assets
Cash and cash equivalents $ 486,927 $ 528,683
Commissions and other receivables 31,939 86,665
Other current assets 42,318 23,339
----------- -----------
Total current assets 561,184 638,687
Property and equipment, net 12,152 13,799
Other assets 43,479 40,273
----------- -----------
Total assets $ 616,815 $ 692,759
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities $ 17,400 $ 35,381
----------- -----------
Total current liabilities 17,400 35,381
Other liabilities 33,849 78,084
Preferred stock, Series A 50,644 45,608
Stockholders' equity
Preferred stock, Series B 25,000 25,000
Common stock, no par value 1,391,300 1,443,126
Retained earnings (accumulated deficit) (901,531) (934,430)
----------- -----------
Total stockholders' equity 514,769 533,696
----------- -----------
Total liabilities and stockholders' equity $ 616,662 $ 692,759
=========== ===========
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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 February 5, 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 February 5, 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: February 5, 2002 /s/
-----------------------------------------
Eric Leenson, President, Chief Executive
Officer and Chief Executive Officer
Date: February 5, 2002 /s/
-----------------------------------------
Catherine Cartier, Secretary
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