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<P><CENTER><STRONG>UNITED STATES</CENTER>
</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG><CENTER>SECURITIES AND EXCHANGE COMMISSION</CENTER>
</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>Washington, D.C. 20549</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><STRONG>FORM S-8</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER><STRONG>PACIFIC CMA, INC.</STRONG></CENTER>
</P>

<P><CENTER>(Exact name of Registrant as specified in its charter)</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="CG Times">Colorado</FONT><FONT FACE="Times New Roman"></FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="CG Times">0-27653</FONT><FONT FACE="Times New Roman"></FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="CG Times">84-1475073</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman">(State or other jurisdiction of
incorporation)</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">(Commission File
Number)</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">(IRS Employer Identification
Number)</FONT></TD></TR></TABLE>

<P><FONT FACE="Times New Roman"><CENTER> </CENTER>

<TABLE WIDTH="100%"></FONT>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P><FONT FACE="Times New Roman">Boulder,  Colorado </FONT><FONT FACE="Times New Roman"></FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT></P>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman">80305</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman">(Address of principal executive offices)</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">(Zip Code)</FONT></TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>N.C. CAPITAL MARKETS, INC. CONSULTING AGREEMENT</CENTER>
</FONT></P>

<P><FONT FACE="Times New Roman"><CENTER>(Full title of the plan)</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Lam, Alfred</FONT></P>

<P><FONT FACE="Times New Roman">Pacific CMA, Inc.</FONT></P>

<P><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P><FONT FACE="Times New Roman">Boulder,  Colorado</FONT><FONT FACE="Times New Roman"> 80305</FONT></P>

<P><FONT FACE="Times New Roman">(Name and address of agent for service)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(303) 494-3000</FONT></P>

<P><FONT FACE="Times New Roman">(Telephone number, including area code, of agent for service)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Copy To:</FONT></P>

<P><FONT FACE="Times New Roman">Gary S. Joiner</FONT></P>

<P><FONT FACE="Times New Roman">Frascona Joiner Goodman and Greenstein, P.C.</FONT></P>

<P><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P><FONT FACE="Times New Roman">Boulder, CO 80305</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>CALCULATION OF REGISTRATION FEE</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman"></FONT>Title of each class of
securities to be registered</TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">
<BR WP="BR1"><BR WP="BR2"></FONT>Amount to be
registered <FONT FACE="Times New Roman"> </FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">Proposed
maximum offering
price per share <SUP>(1)</SUP>  </FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">Proposed
maximum
aggregate
offeringprice</FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">Amount of
registration
fee</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">Common stock, no par value</FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">32,000 shares</FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">$ 0.74     </FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">$ 23,680       </FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">$1.92</FONT></TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><SUP>(1)</SUP>  Estimated pursuant to Rule 457 (h) (1) under the Securities Act, solely for the purpose of
calculating the registration fee, based on the price at which the options may be exercised or the
shares were granted.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>PART I</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 1.  PLAN INFORMATION.*</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">* The document(s) containing the information specified in Part I of Form S-8 will be sent or
given to participants as specified by Rule 428(b) (1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act"). Such
document(s) are not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 2 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>PART II</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">The following documents previously or concurrently filed by the Company with the Commission
are hereby incorporated by reference into this Registration Statement:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI><FONT FACE="Times New Roman">The Companys Annual Report on Form 10-KSB/A for the fiscal year ended
December 31, 2002 (the "Annual Report") filed by the Company (SEC File No. 0-27653) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with the Commission on June 17, 2003.</FONT></LI>
  </UL>
</UL>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Annual Report referred to in (a)
above.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(c)	The description of the Companys Common Stock set forth under the caption
"Description of Securities" in its 10-SB/A Registration Statement filed with the
Commission on December 21, 1999, is hereby incorporated by reference.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">All of the above documents and documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by
reference into this Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part hereof (the
"Prospectus") to the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by reference herein
or therein modifies or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">All documents incorporated by reference herein will be made available to all participants of  the
N.C. Capital Markets, Inc. Consulting Agreement without charge, upon written or oral request.
Other documents required to be delivered to participants pursuant to Rule 428(b) (1) under the
Securities Act of 1933 are also available without charge, upon written or oral request. All
requests for documents shall be directed to:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Pacific CMA, Inc.</FONT></P>

<P><FONT FACE="Times New Roman">c/o Gary S. Joiner</FONT></P>

<P><FONT FACE="Times New Roman">Frascona Joiner Goodman and Greenstein, P.C.</FONT></P>

<P><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P><FONT FACE="Times New Roman">Boulder, Colorado</FONT></P>

<P><FONT FACE="Times New Roman">(303) 494-3000</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 4. 	DESCRIPTION OF SECURITIES.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		Not applicable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 5. 	INTERESTS OF NAMED EXPERTS AND COUNSEL.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		Not applicable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 6.	 INDEMNIFICATION OF DIRECTORS AND OFFICERS.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	The Company is a Colorado corporation. The Colorado Business Corporation Act
provides authority for broad indemnification of officers, directors, employees and agents of a
corporation, with certain specified exceptions.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Article SEVENTH (c) of the Companys Articles of Incorporation provides that the
Company shall have the power to indemnify its directors, officers, employees and agents to the
maximum extent permitted by law.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Article VI, Section 1 of the Companys By-Laws provides for extensive indemnification
of its directors, officers, employees and agents.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	At the present time, the Company does not have any officer-director liability insurance,
nor does the Company have indemnification agreements with any of its directors, officers,
employees or agents.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P>ITEM 7. 	EXEMPTION FROM REGISTRATION CLAIMED.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Not Applicable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>ITEM 8. 	EXHIBITS.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	See the Exhibit Index following the signature page in this Registration Statement, which
Exhibit Index is incorporated herein by reference.</P>

<BR WP="BR1"><BR WP="BR2">
<P>ITEM 9. 	UNDERTAKINGS.</P>

<P>	</P>

<P>	(a) The undersigned Company hereby undertakes:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(1) To file, during any period in which offers or sales are  being made, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by
Section 10(a) (3) of the Securities Act; (ii) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement; PROVIDED, HOWEVER, that provisions (i) and (ii)
of this undertaking do not apply if the information required to be included in a post--effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to the Exchange Act that are incorporated by reference
into the Registration Statement;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(2)  That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(3)  To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(b) The Company hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Companys annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual
report pursuant to Section 15 (d) of the Exchange Act) that is incorporated by reference in
Registration Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(c)  Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and, is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or controlling person
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>SIGNATURES</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Registrant: Pursuant to the requirements of the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the city of Hong Kong on June 26, 2003.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"><STRONG>PACIFIC CMA, INC.</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	</FONT></P>

<P><FONT FACE="Times New Roman">By:/S/ ALFRED LAM</FONT></P>

<P><FONT FACE="Times New Roman">	Alfred Lam, Chairman </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Date: June 26, 2003</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the date indicated.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By:/S/ ALFRED LAM</FONT></P>

<P><FONT FACE="Times New Roman">	Alfred Lam, Chairman and Treasurer</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By: /S/ DAISY</FONT></P>

<P><FONT FACE="Times New Roman">	Daisy Law, Chief Accounting Officer</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By:/S/ SCOTT TURNER</FONT></P>

<P><FONT FACE="Times New Roman">Scott Turner, President and Director</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By:/S/ LOUISA CHAN</FONT></P>

<P><FONT FACE="Times New Roman">	Louisa Chan, Director</FONT><FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By:/S/ HENRIK M. CHRISTENSEN</FONT></P>

<P><FONT FACE="Times New Roman">	Henrik M. Christensen, Director</FONT></P>

<P><FONT FACE="Times New Roman">	</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By:/S/ KAZE CHAN</FONT></P>

<P><FONT FACE="Times New Roman">	Kaze Chan, Director</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Date: June 26, 2003</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">PACIFIC CMA, INC.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman">EXHIBIT INDEX TO</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman">FORM S-8 REGISTRATION STATEMENT</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"> </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">EXHIBIT NO.</FONT></TD>
<TD><FONT FACE="Times New Roman">DESCRIPTION</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">10.1</FONT></TD>
<TD><FONT FACE="Times New Roman">N.C. Capital Markets, Inc. Consulting Agreement</FONT></TD></TR>
<TR VALIGN="TOP"><TD>5.1</TD>
<TD>Opinion of Gary S. Joiner<FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">23.1</FONT></TD>
<TD><FONT FACE="Times New Roman">Consent of </FONT><FONT FACE="CG Times">Moores Rowland</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">23.2</FONT></TD>
<TD><FONT FACE="Times New Roman">Consent of Gary S. Joiner</FONT></TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Exhibit 10.1</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">CONSULTING AGREEMENT</FONT></P>

<P><FONT FACE="Times New Roman"> <STRONG>N.C. Capital Markets, Inc.</STRONG></FONT></P>

<P ALIGN="CENTER"><STRONG><FONT FACE="Times New Roman">18952 MacArthur Boulevard, Suite 315</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>Irvine, California 92612</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"><STRONG>949-500-3610</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"><STRONG></STRONG>Date 7/17/02</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Pacific CMA, Inc.</FONT></P>

<P><FONT FACE="Times New Roman">4750 Table Mesa Dr.</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Boulder, CO 80305</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Attn:  Alfred Lam</FONT></P>

<P><FONT FACE="Times New Roman"></FONT></P>

<P><FONT FACE="Times New Roman">Dear Mr. Lam:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">	This is to identify the services and pricing that <STRONG>NC Capital Markets, Inc</STRONG>. ("<STRONG>NCCM</STRONG>"), a wholly-owned subsidiary of The National Capital Companies, Inc., its successors, and affiliates, Steve Fryer and
George Moseman, known as <STRONG>NC Capital Company</STRONG> ("<STRONG>NCCC</STRONG>"), are able to provide as investment
Banker/Financial Advisors to <STRONG>Pacific CMA, Inc</STRONG>., (OTCBB: <STRONG>PCCM</STRONG>) (the "Company") with respect to
financial advisory, corporate finance and merger and acquisition matters for the <STRONG>Twelve </STRONG>month period
commencing the date hereof.  In connection with duties to be performed hereunder by NCCC or its affiliates,
each shall devote such business time and attention to matters on which the Company shall request its
services.  NCCC and/or its affiliates in Irvine, California, Oklahoma City, Oklahoma and/or New York, NY
shall render all services.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">A.	</FONT><FONT FACE="Times New Roman"><U>Financial Advisory Services</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">	During the term of this agreement, NCCC shall provide the Company with such regular and
customary financial advisory services as are reasonably requested by the Company, provided that NCCC
shall not be required to undertake duties not reasonably within the scope of the services in which it is
generally engaged. In performance of its duties, NCCC shall provide the Company with the benefits of its
best judgment and efforts. It is understood and acknowledged by the parties that the value of NCCC's advice
is not measurable in a quantitative manner and NCCC shall be obligated to render advice, upon the request
of the Company, in good faith, as shall be determined by NCCC. NCCC's duties may include, but will not
necessarily be limited to:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(i)	Advice regarding the formation of corporate goals and their implementation; and</FONT></P>

<P><FONT FACE="Times New Roman">(ii)	Advice regarding the financial structure of the Company or its divisions or any programs
and projects undertaken by any of the foregoing; and</FONT></P>

<P><FONT FACE="Times New Roman">(iii)	Advice regarding obtaining financing including debt and equity; and</FONT></P>

<P><FONT FACE="Times New Roman">(iv)		Advice regarding corporate organization, personnel or needed specialty skills; and</FONT></P>

<P><FONT FACE="Times New Roman">(v)		Advice regarding obtaining PR, IR and/or advertising firms or mediums; and</FONT></P>

<P><FONT FACE="Times New Roman">(vi)		Capital structures, banking methods and systems, financial transactions; and</FONT></P>

<P><FONT FACE="Times New Roman">(vii)	Broker/dealer and/or institutional investor contacts and introductions for Client; and</FONT></P>

<P><FONT FACE="Times New Roman">(viii)	Analyst Report issued by National Capital; and</FONT></P>

<P><FONT FACE="Times New Roman"></FONT></P>

<P><FONT FACE="Times New Roman">The Company acknowledges that NCCM and its affiliates are in the business of providing financial advisory
services (of all types contemplated by this agreement) to others. Nothing herein contained shall be construed
to limit or restrict NCCM or its affiliates in conducting such business with respect to others or in rendering
such advice to others.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">B. 	<U>Compensation</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">In consideration of financial advisory services which will include a sponsorship for the FSX meeting
in Phoenix on July 19-20 at a cost of <STRONG>$2,750</STRONG> to PCCM, assistance in debt raising capital, and other
duties as may be determined later, Company agrees to <STRONG>(i)</STRONG> pay NCCM a non-refundable due diligence
and document review fee of <STRONG>$5,000</STRONG> cash, which shall be payable upon the execution of this letter,
and <STRONG>(ii)</STRONG> issue to NCCC, or its designee(s), <STRONG>50,000</STRONG> shares of common stock to be held by NCCC or
its designee(s) as a long-term investment, payable upon the execution of this letter and <STRONG>(iii)</STRONG> a grant
to NCCC, or its designee(s), of <STRONG>100,000</STRONG> shares of common stock at a price of $0.50 each exercisable
at any time during this contract  period. (iv) a monthly payment  to Fryer and Moseman (NCCC) of
<STRONG>$5,000</STRONG> plus pre-approved expenses for the duration of the contract (until canceled by either party)
payable  by the 10<SUP>th</SUP> day of the following month after the signing of the contract.  For NCCC's capital
raising activities it will receive a ten percent (<STRONG>10%)</STRONG> fee and a <STRONG>3%</STRONG> expense fee. If a debt financing
agreement is consummated during the term of this agreement a fee equal to five percent (<STRONG>5%)</STRONG> of the
gross proceeds will be paid to NCCC</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">The payments referenced in this paragraph shall be in addition to any other compensation and reimbursement
of expenses described herein.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">C.	<U>Future Financings</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">	See compensation.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">D.	<U>Acquisition Transaction</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	For purposes of this agreement, the term "Acquisition Transaction" means (i) any merger,
consolidation, reorganization or other business combination pursuant to which the businesses of a third party
are combined with that of the Company, (ii) the acquisition, directly or indirectly, by the Company of all or
a substantial portion of the assets or common equity of a third party by way of negotiated purchase or
otherwise or (iii) the acquisition, directly or indirectly, by a third party of all or a substantial portion of the
assets or common equity of the Company by way of negotiated purchase or otherwise. </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">	In connection with a proposed Acquisition Transaction, NCCC's advisory services will include the
following: (i) assistance in the evaluation of a third party from a financial point of view, (ii) assistance and
advice with respect to the form and structure of the Acquisition Transaction and the financing thereof, (iii)
conducting discussions and negotiations regarding an Acquisition Transaction and (iv) providing other
related advice and assistance as the Company may reasonably request in connection with an Acquisition
Transaction.  NCCC will only advise on transactions in which NCCC has introduced a third party to the
Company or as requested in writing by the Company.  Any fees for services, as described herein, shall be
limited to only those transactions in which NCCC has introduced a party to the Company or a written request
has been delivered to NCCC by the Company to help facilitate a Transaction.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	For purposes of this agreement, "Consideration" means the aggregate value, whether in cash,
securities, assumption (or purchase subject to) of debt or liabilities (including, without limitation,
indebtedness for borrowed money, pension liabilities and guarantees) or other property, obligations or
services, paid or payable directly or indirectly (in escrow or otherwise) or otherwise assumed in connection
with an Acquisition Transaction. The value of such Consideration shall be determined as:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(a)	the value of securities, liabilities, obligations, property and services shall be the fair market
value as we shall mutually agree upon at the date of the closing of the Acquisition
Transaction; and</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(b)	the value of indebtedness, including indebtedness assumed, shall be the face amount.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">	If the Consideration payable in an Acquisition Transaction includes contingent payments to be
calculated by reference to uncertain future occurrences, such as future financial or business performance,
then any fees of NCCC relating to such Consideration shall be payable at the time of the receipt of such.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	In connection with our services, you agree that if, during the term of this agreement or, within one
year thereafter, an Acquisition Transaction is consummated with a third party introduced by NCCC, or the
Company enters into a definitive agreement with a third party introduced by NCCC, which at any time
thereafter results in an Acquisition Transaction, you will pay NCCC a transaction fee equal to five percent
(5%) of the Consideration; <EM>provided, however</EM>, if the Company (directly or through a third party) procures
the other party through an Acquisition Transaction without the direct or indirect introduction by NCCC, the
Company shall pay NCCC a fee equal to one percent (1%) of Consideration, with a minimum payment of
Twenty Five Thousand ($25,000) Dollars, <EM>but only in the event</EM> NCCC provides advisory services to the
Company in connection with the Acquisition Transaction.  The Company in writing to NCCC must request
such services.  If NCCC does not provide any services to a third party transaction as described above, the
Company will not be liable for any fees to NCCC.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">E.	<U>General</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">	The services to be provided by NCCC hereunder do not include the giving of tax, legal, regulatory,
actuarial or other specialist advice or the provision of any other services unless NCCC specifically agrees
in writing to provide such services. NCCC will have no liability in respect of any services or advice provided
to the Company by persons other than NCCC (including accountants, legal advisers and other specialist
advisers) and the degree to which NCCC may rely on the work of such other persons shall not be affected
by any limitation of liability for such work agreed between them and the Company.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	NCCC will not be held responsible or liable for any due diligence for the Company in relation to any
transaction (whether in terms of nature, extent, adequacy or performance). In particular, NCCC will not have
any responsibility for due diligence which would normally be carried out by specialist advisers (such as
accountancy, tax, legal or valuation advisers) notwithstanding that any information or advice from these
advisers may be passed on to NCCC or passed on by NCCC to the Company. It is solely the Company's
responsibility to ensure that the information and advice relating to such due diligence is received and
considered by the Company and is adequate for the purposes of the transaction.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Notwithstanding that NCCC is not held responsible or liable for due diligence, NCCC reserves the
right at its absolute discretion and for its own purposes to take whatever steps it may consider appropriate
to satisfy itself as to the accuracy and completeness of any public documents issued in connection with any
transaction and the Company agrees to co-operate fully with NCCC in the taking of such steps.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	If NCCC thinks it necessary or desirable, it may delegate the performance of any of the services set
out in this letter to any of its affiliated parties.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	In addition to all other charges payable to NCCC as per the terms hereof, the, Company agrees to
reimburse NCCC, upon requests made from time to time, for all of its reasonable pre-approved out-of-pocket
expenses incurred in connection with its activities under this agreement. </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">F.	<U>Indemnity</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">	The Company agrees to indemnify NCCM/NCCC and related persons in accordance with the
indemnification letter annexed hereto as Schedule A, the provisions of which are incorporated herein in their
entirety.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	This letter, including Schedule A, constitutes the entire understanding of the parties with respect to
the subject matter hereof and may not be altered or amended except in a writing signed by both parties. This
agreement shall be governed by and construed under the laws of the State of California without regard to
principles of conflicts of law thereof. Neither the execution and delivery of this letter by the Company nor
the consummation of the transactions contemplated hereby will, directly or indirectly, with or without the
giving of notice or lapse of time, or both: (i) violate any provisions of the Certificate of Incorporation or By-laws of the Company; or (ii) violate, or be in conflict with, or constitute a default under, any agreement,
lease, mortgage, debt or obligation of the Company or require the payment, any pre-payment or other penalty
with respect thereto. </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	This agreement will supercede all previous agreements with Donner and Fryer&amp; Associates upon
signing.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	If the foregoing correctly sets forth the terms of our agreement, kindly so indicate by signing and
returning the enclosed copy of this letter, along with a check made payable to NC Capital Company in the
appropriate amount as per the terms of this letter.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><STRONG>NC Capital Company</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	</FONT><FONT FACE="Forte" COLOR="#0000ff"></FONT></P>

<P><FONT FACE="Times New Roman">By: /S/ STEPHEN J. FRYER<U></U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">	</FONT><FONT FACE="Forte" COLOR="#0000ff"></FONT></P>

<P><FONT FACE="Times New Roman">By: /S/ GEORGE MOSEMAN</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	</FONT></P>

<P><FONT FACE="Times New Roman">ACCEPTED AND AGREED TO </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">this ____ day of ________, 2002:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By:<U>						</U></FONT></P>

<P><FONT FACE="Times New Roman">	</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="-1"></FONT><FONT FACE="Times New Roman">SCHEDULE A- INDEMNIFICATION</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"></FONT><FONT FACE="Times New Roman" SIZE="-1">	</FONT><FONT FACE="Times New Roman">Recognizing that matters of the type contemplated in this engagement sometimes result in litigation
and that NCCC's role is advisory, the Company agrees to indemnify and hold harmless NCCC, its affiliates
and their respective officers, directors, employees, agents and controlling persons (collectively, the
"Indemnified Parties"), from and against any losses, claims, damages and liabilities, joint or several, related
to or arising in any manner out of any transaction, financing, proposal or any other matter (collectively, the
"Matters") contemplated by the engagement of NCCC hereunder, and will promptly reimburse the
Indemnified Parties for all expenses (including fees and expenses of legal counsel) as incurred in connection
with the investigation of, preparation for or defense of any pending or threatened claim related to or arising
in any manner out of any Matter contemplated by the engagement of NCCC hereunder, or any action or
proceeding arising therefrom (collectively, "Proceedings"), whether or not such Indemnified Party is a formal
party to any such Proceeding. Notwithstanding the foregoing, the Company shall not be liable in respect of
any losses, claims, damages, liabilities or expenses that a court of competent jurisdiction shall have
determined by final judgment resulted solely from the gross negligence or willful misconduct of an
Indemnified Party. The Company further agrees that it will not, without the prior written consent of NCCC,
settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in
respect of which indemnification may be sought hereunder (whether or not NCCC or any Indemnified Party
is an actual or potential party to such Proceeding), unless such settlement; compromise or consent includes
an unconditional release of NCCC and each other Indemnified Party hereunder from all liability arising out
of such Proceeding. In addition, NCCC agrees that it will not settle, compromise or consent to the entry of
any judgment in any pending or threatened Proceeding in respect of which indemnification is sought under
this Agreement, without the prior written consent of the Company, which consent shall not be unreasonably
withheld, delayed or conditioned.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	The Company agrees that if any indemnification or reimbursement sought pursuant to this letter is
held by a court for any reason to not be available to any Indemnified Party or insufficient to hold it harmless
as and to the extent contemplated by this letter, then the Company shall contribute to the amount paid or
payable by such Indemnified Party in respect of losses, claims, damages and liabilities in such proportion
as is appropriate to reflect the relative benefits to the Company and its stockholders on the one hand, and
NCCC on the other, in connection with the Matters to which such indemnification or reimbursement relates
or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative
faults of such parties to the Company and/or its stockholders and to NCCC with respect to NCCC's
engagement shall be deemed to be in the same proportion as (i) the total value paid or received or to be paid
or received by the Company and/or its stockholders pursuant to the Matters (whether or not consummated)
for which NCCC is engaged to render financial advisory services bears to (ii) the fees paid to NCCC in
connection with such engagement. In no event shall the Indemnified Parties contribute or otherwise be liable
for an amount in excess of the aggregate amount of fees actually received by NCCC pursuant to such
engagement (excluding amounts received by NCCC as reimbursement of expenses).</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	The Company further agrees that no Indemnified Party shall have any liability (whether direct of
indirect, in contract or tort or otherwise) to the Company for or in connection with NCCC's engagement
hereunder except for losses, claims, damages, liabilities or expenses that a court of competent jurisdiction
shall have determined by final judgment resulted solely from the gross negligence or willful misconduct of
such Indemnified Party. The indemnity, reimbursement and contribution obligations of the Company shall
be in addition to any liability which the Company may otherwise have and shall be binding upon and inure
to the benefit of any successors, assigns, heirs and personal representatives of the Company or an
Indemnified Party.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">The indemnity, reimbursement, contribution provisions set forth herein shall remain operative and in full
force and effect regardless of (i) any withdrawal, termination or consummation of or failure to initiate or
consummate any Matter referred to herein, (ii) any investigation made by or on behalf of any party hereto
or any person controlling (within the meaning of Section 15 of the Securities Act of 1933, as amended, or
Section 20 of the Securities Exchange Act of 1934, as amended) any party hereto, (iii) any termination or
the completion or expiration of this letter or NCCC's engagement and (iv) whether or not NCCC shall, or
shall not be called upon to, render any formal or informal advice in the course of such engagement.</FONT></P>

<P><FONT FACE="Times New Roman"> </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><STRONG></STRONG><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">EXHIBIT 5.1</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Gary S. Joiner</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Frascona Joiner Goodman and Greenstein, P.C.</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Boulder, CO 80305</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman"> Phone: (303) 494-3000</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Facsimile:  (949) 494-6309</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P>June 26, 2003</P>

<BR WP="BR1"><BR WP="BR2">
<P>Pacific CMA, Inc.</P>

<P>4750 Table Mesa Drive</P>

<P>Boulder, CO 80305</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Re:  Registration Statement on Form S-8</P>

<BR WP="BR1"><BR WP="BR2">
<P>Ladies and Gentlemen:</P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	At your request, we have examined the Registration Statement on Form S-8 (the "Registration
Statement") as proposed to be filed by you with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of the offer and sale of 32,000 shares of
Common Stock, no par value per share, (the "Common Stock"), of Pacific CMA, Inc., a Colorado corporation
(the "Company")</FONT>, as compensation for services rendered pursuant to the Consulting Agreement between the
Company and N.C. Capital Markets, Inc., dated July 17, 2002.  We have further examined the proceedings
that you have previously taken and are familiar with the additional proceedings proposed to be taken in
connection with the authorization, issuance, and sale of the Common Stock.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Subject to compliance with applicable state securities and "Blue Sky" laws, we are of the opinion
that the Common Stock, upon issuance and sale (or resale, if applicable), in the manner described in the
Registration Statement, will be (or has been and is, if applicable), legally issued and fully paid, and will (or
does, if applicable) constitute nonassessable securities of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Very truly yours, </P>

<P>/S/ GARY S. JOINER </P>

<P>FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>EXHIBIT 23.1</P>

<BR WP="BR1"><BR WP="BR2">
<P>								</P>

<P><FONT SIZE="+1">Moores Rowland</FONT></P>

<P ALIGN="RIGHT">34<SUP>th</SUP> Floor, The Lee Gardens</P>

<P ALIGN="RIGHT">33 Hysan Avenue</P>

<P ALIGN="RIGHT">Causeway Bay, Hong Kong</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="RIGHT">Telephone (852) 2090 5555</P>

<P ALIGN="RIGHT">Facsimile   (852) 2810 0032</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>June 26, 2003</P>

<P><CENTER></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS</P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">We consent to the inclusion, through incorporation by reference, in this Registration Statement on Form
S-8, of our report dated April 9, 2003, except for note 3(#) as to which the date is May 26, 2003, on our
audit of the consolidated financial statements of Pacific CMA, Inc., which covered the consolidated
balance sheets as of December 31, 2001 and 2002, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period ended December 31, 2002,
contained in the Registrants' annual report on Form 10-KSB/A.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><STRONG></STRONG></FONT><FONT FACE="Times New Roman">Moores Rowland</FONT></P>

<P><FONT FACE="Times New Roman"><EM>Chartered Accountants</EM></FONT></P>

<P><FONT FACE="Times New Roman"><EM>Certified Public Accountants</EM></FONT></P>

<P><FONT FACE="Times New Roman">Hong Kong</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><FONT FACE="Times New Roman">	</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"></FONT><FONT FACE="Times New Roman" SIZE="-1"> </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT>Exhibit 23.2</P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Gary S. Joiner</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Frascona Joiner Goodman and Greenstein, P.C.</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Boulder, CO 80305</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman"> Phone: (303) 494-3000</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Facsimile:  (949) 494-6309</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P>June 26, 2003</P>

<BR WP="BR1"><BR WP="BR2">
<P>Pacific CMA, Inc.</P>

<P>4750 Table Mesa Drive</P>

<P>Boulder, CO 80305<FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Re:  Registration Statement on Form S-8</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Ladies and Gentlemen:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	We hereby consent to being named in your Registration Statement on Form S-8 as the attorneys
who will pass on legal matters in connection with the sale of the shares referred to therein, and to the
filing of our opinion as an Exhibit to the Registration Statement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Very truly yours, </FONT></P>

<P><FONT FACE="Times New Roman">/S/ GARY S. JOINER </FONT></P>

<P><FONT FACE="Times New Roman">FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C</FONT>.</P>

</BODY>
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{"company-data": {"conformed-name": "PACIFIC CMA INC", "cik": "0001071775", "assigned-sic": "4231", "irs-number": "841475073", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106523", "film-number": "03758643"}, "business-address": {"street1": "4750 TABLE MESA DR", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3034943000"}, "mail-address": {"street1": "7331 S MEADOW COURT", "city": "BOULDER", "state": "CO", "zip": "80301"}}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PACIFIC CMA, INC.
(Exact name of Registrant as specified in its charter)
Colorado
0-27653
84-1475073
(State or other jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer Identification
Number)
4750 Table Mesa Drive
Boulder,  Colorado
80305
(Address of principal executive offices)
(Zip Code)
N.C. CAPITAL MARKETS, INC. CONSULTING AGREEMENT
(Full title of the plan)
Lam, Alfred
Pacific CMA, Inc.
4750 Table Mesa Drive
Boulder,  Colorado
80305
(Name and address of agent for service)
(303) 494-3000
(Telephone number, including area code, of agent for service)
Copy To:
Gary S. Joiner
Frascona Joiner Goodman and Greenstein, P.C.
4750 Table Mesa Drive
Boulder, CO 80305
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
Amount to be
registered
Proposed
maximum offering
price per share
(1)
Proposed
maximum
aggregate
offeringprice
Amount of
registration
fee
Common stock, no par value
32,000 shares
$ 0.74
$ 23,680
$1.92
(1)
Estimated pursuant to Rule 457 (h) (1) under the Securities Act, solely for the purpose of
calculating the registration fee, based on the price at which the options may be exercised or the
shares were granted.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1.  PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
* The document(s) containing the information specified in Part I of Form S-8 will be sent or
given to participants as specified by Rule 428(b) (1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act"). Such
document(s) are not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 2 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by the Company with the Commission
are hereby incorporated by reference into this Registration Statement:
The Companys Annual Report on Form 10-KSB/A for the fiscal year ended
December 31, 2002 (the "Annual Report") filed by the Company (SEC File No. 0-27653) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with the Commission on June 17, 2003.
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Annual Report referred to in (a)
above.
(c)	The description of the Companys Common Stock set forth under the caption
"Description of Securities" in its 10-SB/A Registration Statement filed with the
Commission on December 21, 1999, is hereby incorporated by reference.
All of the above documents and documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by
reference into this Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part hereof (the
"Prospectus") to the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by reference herein
or therein modifies or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.
All documents incorporated by reference herein will be made available to all participants of  the
N.C. Capital Markets, Inc. Consulting Agreement without charge, upon written or oral request.
Other documents required to be delivered to participants pursuant to Rule 428(b) (1) under the
Securities Act of 1933 are also available without charge, upon written or oral request. All
requests for documents shall be directed to:
Pacific CMA, Inc.
c/o Gary S. Joiner
Frascona Joiner Goodman and Greenstein, P.C.
4750 Table Mesa Drive
Boulder, Colorado
(303) 494-3000
ITEM 4. 	DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. 	INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.	 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Colorado corporation. The Colorado Business Corporation Act
provides authority for broad indemnification of officers, directors, employees and agents of a
corporation, with certain specified exceptions.
Article SEVENTH (c) of the Companys Articles of Incorporation provides that the
Company shall have the power to indemnify its directors, officers, employees and agents to the
maximum extent permitted by law.
Article VI, Section 1 of the Companys By-Laws provides for extensive indemnification
of its directors, officers, employees and agents.
At the present time, the Company does not have any officer-director liability insurance,
nor does the Company have indemnification agreements with any of its directors, officers,
employees or agents.
ITEM 7. 	EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. 	EXHIBITS.
See the Exhibit Index following the signature page in this Registration Statement, which
Exhibit Index is incorporated herein by reference.
ITEM 9. 	UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are  being made, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by
Section 10(a) (3) of the Securities Act; (ii) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement; PROVIDED, HOWEVER, that provisions (i) and (ii)
of this undertaking do not apply if the information required to be included in a post--effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to the Exchange Act that are incorporated by reference
into the Registration Statement;
(2)  That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3)  To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Companys annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual
report pursuant to Section 15 (d) of the Exchange Act) that is incorporated by reference in
Registration Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and, is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or controlling person
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant: Pursuant to the requirements of the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the city of Hong Kong on June 26, 2003.
PACIFIC CMA, INC.
By:/S/ ALFRED LAM
Alfred Lam, Chairman
Date: June 26, 2003
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the date indicated.
By:/S/ ALFRED LAM
Alfred Lam, Chairman and Treasurer
By: /S/ DAISY
Daisy Law, Chief Accounting Officer
By:/S/ SCOTT TURNER
Scott Turner, President and Director
By:/S/ LOUISA CHAN
Louisa Chan, Director
By:/S/ HENRIK M. CHRISTENSEN
Henrik M. Christensen, Director
By:/S/ KAZE CHAN
Kaze Chan, Director
Date: June 26, 2003
PACIFIC CMA, INC.
EXHIBIT INDEX TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO.
DESCRIPTION
10.1
N.C. Capital Markets, Inc. Consulting Agreement
5.1
Opinion of Gary S. Joiner
23.1
Consent of
Moores Rowland
23.2
Consent of Gary S. Joiner
Exhibit 10.1
CONSULTING AGREEMENT
N.C. Capital Markets, Inc.
18952 MacArthur Boulevard, Suite 315
Irvine, California 92612
949-500-3610
Date 7/17/02
Pacific CMA, Inc.
4750 Table Mesa Dr.
Boulder, CO 80305
Attn:  Alfred Lam
Dear Mr. Lam:
This is to identify the services and pricing that
NC Capital Markets, Inc
. ("
NCCM
"), a wholly-owned subsidiary of The National Capital Companies, Inc., its successors, and affiliates, Steve Fryer and
George Moseman, known as
NC Capital Company
("
NCCC
"), are able to provide as investment
Banker/Financial Advisors to
Pacific CMA, Inc
., (OTCBB:
PCCM
) (the "Company") with respect to
financial advisory, corporate finance and merger and acquisition matters for the
Twelve
month period
commencing the date hereof.  In connection with duties to be performed hereunder by NCCC or its affiliates,
each shall devote such business time and attention to matters on which the Company shall request its
services.  NCCC and/or its affiliates in Irvine, California, Oklahoma City, Oklahoma and/or New York, NY
shall render all services.
A.
Financial Advisory Services
During the term of this agreement, NCCC shall provide the Company with such regular and
customary financial advisory services as are reasonably requested by the Company, provided that NCCC
shall not be required to undertake duties not reasonably within the scope of the services in which it is
generally engaged. In performance of its duties, NCCC shall provide the Company with the benefits of its
best judgment and efforts. It is understood and acknowledged by the parties that the value of NCCC's advice
is not measurable in a quantitative manner and NCCC shall be obligated to render advice, upon the request
of the Company, in good faith, as shall be determined by NCCC. NCCC's duties may include, but will not
necessarily be limited to:
(i)	Advice regarding the formation of corporate goals and their implementation; and
(ii)	Advice regarding the financial structure of the Company or its divisions or any programs
and projects undertaken by any of the foregoing; and
(iii)	Advice regarding obtaining financing including debt and equity; and
(iv)		Advice regarding corporate organization, personnel or needed specialty skills; and
(v)		Advice regarding obtaining PR, IR and/or advertising firms or mediums; and
(vi)		Capital structures, banking methods and systems, financial transactions; and
(vii)	Broker/dealer and/or institutional investor contacts and introductions for Client; and
(viii)	Analyst Report issued by National Capital; and
The Company acknowledges that NCCM and its affiliates are in the business of providing financial advisory
services (of all types contemplated by this agreement) to others. Nothing herein contained shall be construed
to limit or restrict NCCM or its affiliates in conducting such business with respect to others or in rendering
such advice to others.
B.
Compensation
In consideration of financial advisory services which will include a sponsorship for the FSX meeting
in Phoenix on July 19-20 at a cost of
$2,750
to PCCM, assistance in debt raising capital, and other
duties as may be determined later, Company agrees to
(i)
pay NCCM a non-refundable due diligence
and document review fee of
$5,000
cash, which shall be payable upon the execution of this letter,
and
(ii)
issue to NCCC, or its designee(s),
50,000
shares of common stock to be held by NCCC or
its designee(s) as a long-term investment, payable upon the execution of this letter and
(iii)
a grant
to NCCC, or its designee(s), of
100,000
shares of common stock at a price of $0.50 each exercisable
at any time during this contract  period. (iv) a monthly payment  to Fryer and Moseman (NCCC) of
$5,000
plus pre-approved expenses for the duration of the contract (until canceled by either party)
payable  by the 10
th
day of the following month after the signing of the contract.  For NCCC's capital
raising activities it will receive a ten percent (
10%)
fee and a
3%
expense fee. If a debt financing
agreement is consummated during the term of this agreement a fee equal to five percent (
5%)
of the
gross proceeds will be paid to NCCC
The payments referenced in this paragraph shall be in addition to any other compensation and reimbursement
of expenses described herein.
C.
Future Financings
See compensation.
D.
Acquisition Transaction
For purposes of this agreement, the term "Acquisition Transaction" means (i) any merger,
consolidation, reorganization or other business combination pursuant to which the businesses of a third party
are combined with that of the Company, (ii) the acquisition, directly or indirectly, by the Company of all or
a substantial portion of the assets or common equity of a third party by way of negotiated purchase or
otherwise or (iii) the acquisition, directly or indirectly, by a third party of all or a substantial portion of the
assets or common equity of the Company by way of negotiated purchase or otherwise.
In connection with a proposed Acquisition Transaction, NCCC's advisory services will include the
following: (i) assistance in the evaluation of a third party from a financial point of view, (ii) assistance and
advice with respect to the form and structure of the Acquisition Transaction and the financing thereof, (iii)
conducting discussions and negotiations regarding an Acquisition Transaction and (iv) providing other
related advice and assistance as the Company may reasonably request in connection with an Acquisition
Transaction.  NCCC will only advise on transactions in which NCCC has introduced a third party to the
Company or as requested in writing by the Company.  Any fees for services, as described herein, shall be
limited to only those transactions in which NCCC has introduced a party to the Company or a written request
has been delivered to NCCC by the Company to help facilitate a Transaction.
For purposes of this agreement, "Consideration" means the aggregate value, whether in cash,
securities, assumption (or purchase subject to) of debt or liabilities (including, without limitation,
indebtedness for borrowed money, pension liabilities and guarantees) or other property, obligations or
services, paid or payable directly or indirectly (in escrow or otherwise) or otherwise assumed in connection
with an Acquisition Transaction. The value of such Consideration shall be determined as:
(a)	the value of securities, liabilities, obligations, property and services shall be the fair market
value as we shall mutually agree upon at the date of the closing of the Acquisition
Transaction; and
(b)	the value of indebtedness, including indebtedness assumed, shall be the face amount.
If the Consideration payable in an Acquisition Transaction includes contingent payments to be
calculated by reference to uncertain future occurrences, such as future financial or business performance,
then any fees of NCCC relating to such Consideration shall be payable at the time of the receipt of such.
In connection with our services, you agree that if, during the term of this agreement or, within one
year thereafter, an Acquisition Transaction is consummated with a third party introduced by NCCC, or the
Company enters into a definitive agreement with a third party introduced by NCCC, which at any time
thereafter results in an Acquisition Transaction, you will pay NCCC a transaction fee equal to five percent
(5%) of the Consideration;
provided, however
, if the Company (directly or through a third party) procures
the other party through an Acquisition Transaction without the direct or indirect introduction by NCCC, the
Company shall pay NCCC a fee equal to one percent (1%) of Consideration, with a minimum payment of
Twenty Five Thousand ($25,000) Dollars,
but only in the event
NCCC provides advisory services to the
Company in connection with the Acquisition Transaction.  The Company in writing to NCCC must request
such services.  If NCCC does not provide any services to a third party transaction as described above, the
Company will not be liable for any fees to NCCC.
E.
General
The services to be provided by NCCC hereunder do not include the giving of tax, legal, regulatory,
actuarial or other specialist advice or the provision of any other services unless NCCC specifically agrees
in writing to provide such services. NCCC will have no liability in respect of any services or advice provided
to the Company by persons other than NCCC (including accountants, legal advisers and other specialist
advisers) and the degree to which NCCC may rely on the work of such other persons shall not be affected
by any limitation of liability for such work agreed between them and the Company.
NCCC will not be held responsible or liable for any due diligence for the Company in relation to any
transaction (whether in terms of nature, extent, adequacy or performance). In particular, NCCC will not have
any responsibility for due diligence which would normally be carried out by specialist advisers (such as
accountancy, tax, legal or valuation advisers) notwithstanding that any information or advice from these
advisers may be passed on to NCCC or passed on by NCCC to the Company. It is solely the Company's
responsibility to ensure that the information and advice relating to such due diligence is received and
considered by the Company and is adequate for the purposes of the transaction.
Notwithstanding that NCCC is not held responsible or liable for due diligence, NCCC reserves the
right at its absolute discretion and for its own purposes to take whatever steps it may consider appropriate
to satisfy itself as to the accuracy and completeness of any public documents issued in connection with any
transaction and the Company agrees to co-operate fully with NCCC in the taking of such steps.
If NCCC thinks it necessary or desirable, it may delegate the performance of any of the services set
out in this letter to any of its affiliated parties.
In addition to all other charges payable to NCCC as per the terms hereof, the, Company agrees to
reimburse NCCC, upon requests made from time to time, for all of its reasonable pre-approved out-of-pocket
expenses incurred in connection with its activities under this agreement.
F.
Indemnity
The Company agrees to indemnify NCCM/NCCC and related persons in accordance with the
indemnification letter annexed hereto as Schedule A, the provisions of which are incorporated herein in their
entirety.
This letter, including Schedule A, constitutes the entire understanding of the parties with respect to
the subject matter hereof and may not be altered or amended except in a writing signed by both parties. This
agreement shall be governed by and construed under the laws of the State of California without regard to
principles of conflicts of law thereof. Neither the execution and delivery of this letter by the Company nor
the consummation of the transactions contemplated hereby will, directly or indirectly, with or without the
giving of notice or lapse of time, or both: (i) violate any provisions of the Certificate of Incorporation or By-laws of the Company; or (ii) violate, or be in conflict with, or constitute a default under, any agreement,
lease, mortgage, debt or obligation of the Company or require the payment, any pre-payment or other penalty
with respect thereto.
This agreement will supercede all previous agreements with Donner and Fryer& Associates upon
signing.
If the foregoing correctly sets forth the terms of our agreement, kindly so indicate by signing and
returning the enclosed copy of this letter, along with a check made payable to NC Capital Company in the
appropriate amount as per the terms of this letter.
NC Capital Company
By: /S/ STEPHEN J. FRYER
By: /S/ GEORGE MOSEMAN
ACCEPTED AND AGREED TO
this ____ day of ________, 2002:
By:
SCHEDULE A- INDEMNIFICATION
Recognizing that matters of the type contemplated in this engagement sometimes result in litigation
and that NCCC's role is advisory, the Company agrees to indemnify and hold harmless NCCC, its affiliates
and their respective officers, directors, employees, agents and controlling persons (collectively, the
"Indemnified Parties"), from and against any losses, claims, damages and liabilities, joint or several, related
to or arising in any manner out of any transaction, financing, proposal or any other matter (collectively, the
"Matters") contemplated by the engagement of NCCC hereunder, and will promptly reimburse the
Indemnified Parties for all expenses (including fees and expenses of legal counsel) as incurred in connection
with the investigation of, preparation for or defense of any pending or threatened claim related to or arising
in any manner out of any Matter contemplated by the engagement of NCCC hereunder, or any action or
proceeding arising therefrom (collectively, "Proceedings"), whether or not such Indemnified Party is a formal
party to any such Proceeding. Notwithstanding the foregoing, the Company shall not be liable in respect of
any losses, claims, damages, liabilities or expenses that a court of competent jurisdiction shall have
determined by final judgment resulted solely from the gross negligence or willful misconduct of an
Indemnified Party. The Company further agrees that it will not, without the prior written consent of NCCC,
settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in
respect of which indemnification may be sought hereunder (whether or not NCCC or any Indemnified Party
is an actual or potential party to such Proceeding), unless such settlement; compromise or consent includes
an unconditional release of NCCC and each other Indemnified Party hereunder from all liability arising out
of such Proceeding. In addition, NCCC agrees that it will not settle, compromise or consent to the entry of
any judgment in any pending or threatened Proceeding in respect of which indemnification is sought under
this Agreement, without the prior written consent of the Company, which consent shall not be unreasonably
withheld, delayed or conditioned.
The Company agrees that if any indemnification or reimbursement sought pursuant to this letter is
held by a court for any reason to not be available to any Indemnified Party or insufficient to hold it harmless
as and to the extent contemplated by this letter, then the Company shall contribute to the amount paid or
payable by such Indemnified Party in respect of losses, claims, damages and liabilities in such proportion
as is appropriate to reflect the relative benefits to the Company and its stockholders on the one hand, and
NCCC on the other, in connection with the Matters to which such indemnification or reimbursement relates
or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative
faults of such parties to the Company and/or its stockholders and to NCCC with respect to NCCC's
engagement shall be deemed to be in the same proportion as (i) the total value paid or received or to be paid
or received by the Company and/or its stockholders pursuant to the Matters (whether or not consummated)
for which NCCC is engaged to render financial advisory services bears to (ii) the fees paid to NCCC in
connection with such engagement. In no event shall the Indemnified Parties contribute or otherwise be liable
for an amount in excess of the aggregate amount of fees actually received by NCCC pursuant to such
engagement (excluding amounts received by NCCC as reimbursement of expenses).
The Company further agrees that no Indemnified Party shall have any liability (whether direct of
indirect, in contract or tort or otherwise) to the Company for or in connection with NCCC's engagement
hereunder except for losses, claims, damages, liabilities or expenses that a court of competent jurisdiction
shall have determined by final judgment resulted solely from the gross negligence or willful misconduct of
such Indemnified Party. The indemnity, reimbursement and contribution obligations of the Company shall
be in addition to any liability which the Company may otherwise have and shall be binding upon and inure
to the benefit of any successors, assigns, heirs and personal representatives of the Company or an
Indemnified Party.
The indemnity, reimbursement, contribution provisions set forth herein shall remain operative and in full
force and effect regardless of (i) any withdrawal, termination or consummation of or failure to initiate or
consummate any Matter referred to herein, (ii) any investigation made by or on behalf of any party hereto
or any person controlling (within the meaning of Section 15 of the Securities Act of 1933, as amended, or
Section 20 of the Securities Exchange Act of 1934, as amended) any party hereto, (iii) any termination or
the completion or expiration of this letter or NCCC's engagement and (iv) whether or not NCCC shall, or
shall not be called upon to, render any formal or informal advice in the course of such engagement.
EXHIBIT 5.1
Gary S. Joiner
Frascona Joiner Goodman and Greenstein, P.C.
4750 Table Mesa Drive
Boulder, CO 80305
Phone: (303) 494-3000
Facsimile:  (949) 494-6309
June 26, 2003
Pacific CMA, Inc.
4750 Table Mesa Drive
Boulder, CO 80305
Re:  Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the "Registration
Statement") as proposed to be filed by you with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of the offer and sale of 32,000 shares of
Common Stock, no par value per share, (the "Common Stock"), of Pacific CMA, Inc., a Colorado corporation
(the "Company")
, as compensation for services rendered pursuant to the Consulting Agreement between the
Company and N.C. Capital Markets, Inc., dated July 17, 2002.  We have further examined the proceedings
that you have previously taken and are familiar with the additional proceedings proposed to be taken in
connection with the authorization, issuance, and sale of the Common Stock.
Subject to compliance with applicable state securities and "Blue Sky" laws, we are of the opinion
that the Common Stock, upon issuance and sale (or resale, if applicable), in the manner described in the
Registration Statement, will be (or has been and is, if applicable), legally issued and fully paid, and will (or
does, if applicable) constitute nonassessable securities of the Company.
Very truly yours,
/S/ GARY S. JOINER
FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C.
EXHIBIT 23.1
Moores Rowland
34
th
Floor, The Lee Gardens
33 Hysan Avenue
Causeway Bay, Hong Kong
Telephone (852) 2090 5555
Facsimile   (852) 2810 0032
June 26, 2003
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion, through incorporation by reference, in this Registration Statement on Form
S-8, of our report dated April 9, 2003, except for note 3(#) as to which the date is May 26, 2003, on our
audit of the consolidated financial statements of Pacific CMA, Inc., which covered the consolidated
balance sheets as of December 31, 2001 and 2002, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period ended December 31, 2002,
contained in the Registrants' annual report on Form 10-KSB/A.
Moores Rowland
Chartered Accountants
Certified Public Accountants
Hong Kong
Exhibit 23.2
Gary S. Joiner
Frascona Joiner Goodman and Greenstein, P.C.
4750 Table Mesa Drive
Boulder, CO 80305
Phone: (303) 494-3000
Facsimile:  (949) 494-6309
June 26, 2003
Pacific CMA, Inc.
4750 Table Mesa Drive
Boulder, CO 80305
Re:  Registration Statement on Form S-8
Ladies and Gentlemen:
We hereby consent to being named in your Registration Statement on Form S-8 as the attorneys
who will pass on legal matters in connection with the sale of the shares referred to therein, and to the
filing of our opinion as an Exhibit to the Registration Statement.
Very truly yours,
/S/ GARY S. JOINER
FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C
.