Edgar Filing: PROGRESSIVE TRAINING, INC.

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended February 29, 2008

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

Commission File Number: 000-52684

PROGRESSIVE TRAINING, INC.
(Name of Registrant as Specified in Its Charter)

Delaware 32-0186005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

17337 Ventura Boulevard, Suite 208
Encino, California 91316
Issuer's Telephone Number: (818) 759-1876
(Address and phone number of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X] No [_]

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

The Registrant has ---------------- shares of Common stock, par value
$.0001 per share issued and outstanding as of April 00, 2008

There currently is no public market for the Company's Stock.

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

Large accelerated filer [_] Accelerated filer [_]

Non-accelerated filer [_] Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

INDEX TO QUARTERLY REPORT
ON FORM 10-Q

PART I FINANCIAL INFORMATION
PAGE
----
Item 1. Condensed Consolidated Financial Statements ...................... 3
Balance Sheets
February 29, 2008 (Unaudited) and May 31, 2007 (audited)...... 4
Statements of Operations
For the Three- and Nine-Month Periods
Ended February 29, 2008 (Unaudited) and
February 28, 2007 (as restated) (Unaudited)................... 5
Statements of Shareholders' Deficit
For The Nine Months Ended
February 28, 2008 (Unaudited)................................. 6
Statements of Cash Flows
For the Nine Months Ended
February 29, 2008 (Unaudited)
and February 28, 2007(as restated) (Unaudited)................ 7
Notes to Financial Statements..................................... 8

Item 2. Management's Discussion and Analysis or Plan
of Operation......................................................11

Item 3. Controls and Procedures...........................................19

PART II OTHER INFORMATION

Item 1. Legal Proceedings.................................................21

Item 2. Changes in Securities and Use of Proceeds.........................21

Item 3. Defaults upon Senior Securities...................................21

Item 4. Submission of Matters to a Vote of Security Holders...............21

Item 5. Other Information.................................................21

Item 6. Exhibits..........................................................21

Signatures....................................................................22

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

(Financial Statements Commence on Following Page)

PROGRESSIVE TRAINING, INC. (formerly Advanced Media Training, Inc.)

CONDENSED BALANCE SHEETS
-------------------------------------------------------------------------------
February 29, May 31,
2008 2007
(Unaudited) (Audited)
----------- -----------
ASSETS

Accounts receivable, Net of allowance
for doubtful accounts of $21,872 ............. $ 18,918 $ 12,058

Property and equipment, Net of accumulated
depreciation of $11,709 and $14,872,
respectively ................................. -- 12,299

Accounts receivable, related party ............. -- 35,790

Prepaid expenses and other assets .............. 2,116 2,365
----------- -----------

TOTAL ASSETS ................................... $ 21,034 $ 62,512
=========== ===========

LIABILITIES AND SHAREHOLDERS' DEFICIT

LIABILITIES:
Bank overdraft ................................. $ 5,461 $ --
Line of credit ................................. 39,525 35,000
Accounts payable and accrued expenses .......... 77,942 81,020
Accrued professional fees ...................... 33,946 --
Accrued interest due to shareholder ............ 1,376 --
Note payable due to shareholder ................ 43,624 --
----------- -----------

Total liabilities .............................. 201,874 116,020
----------- -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
Common stock, par value - $.0001;
200,000,000 shares authorized; 2,280,000
shares issued and outstanding .............. 228 228
Additional paid-in capital ..................... 1,325,023 1,323,912
Accumulated deficit ............................ (1,506,091) (1,377,648)
----------- -----------
Total shareholders' deficit .................... (180,840) (53,508)
----------- -----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT .... $ 21,034 $ 62,512
=========== ===========

See accompanying notes to financial statements.

PROGRESSIVE TRAINING, INC. (formerly Advanced Media Training, Inc.)

CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED
FEBRUARY 29, 2008 AND FEBRUARY 28, 2007 (UNAUDITED)
--------------------------------------------------------------------------------------

THREE MONTHS NINE MONTHS
-------------------------- --------------------------
2008 2007 2008 2007
(as restated) (as restated)
----------- ----------- ----------- -----------

REVENUES .................. $ 50,596 $ 76,093 $ 169,695 $ 250,523

COST OF REVENUES .......... 13,085 21,659 43,044 62,761
----------- ----------- ----------- -----------

GROSS PROFIT .............. 37,511 54,434 126,651 187,762
----------- ----------- ----------- -----------

EXPENSES:
Selling and marketing ..... 18,976 18,264 62,611 71,565
General and administrative. 71,110 32,212 183,064 161,595
Research and development .. 426 200 4,577 200
Interest expense .......... 1,594 253 4,042 37,164
----------- ----------- ----------- -----------
Total expenses ............ 92,106 50,929 254,284 270,524
----------- ----------- ----------- -----------

INCOME(LOSS) BEFORE INCOME
TAXES ................. (54,595) 3,505 (127,643) (82,762)

INCOME TAXES .............. -- -- 800 800
----------- ----------- ----------- -----------

NET INCOME (LOSS) ......... $ (54,595) $ 3,505 $ (128,443) $ (83,562)
=========== =========== =========== ===========

BASIC AND DILUTED INCOME
(LOSS)PER SHARE ........ $ (0.02) $ (0.00) $ (0.03) $ (0.05)
=========== =========== =========== ===========

WEIGHTED AVERAGE SHARES
OUTSTANDING ............ 2,280,000 1,750,000 2,280,000 1,750,000
=========== =========== =========== ===========

See accompanying notes to financial statements.

PROGRESSIVE TRAINING, INC. (formerly Advanced Media Training, Inc.)

CONDENSED STATEMENTS OF SHAREHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED FEBRUARY 29, 2008 (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------

COMMON STOCK COMMON ADDITIONAL
------------------------- STOCK PAID-IN SHAREHOLDER
SHARES AMOUNT SUBSCRIBED CAPITAL (DEFICIT) TOTAL
----------- ----------- ----------- ----------- ----------- -----------

BALANCE, MAY 31, 2007 ........ 2,280,000 $ 228 $ -- $ 1,323,912 $(1,377,648) $ (53,508)

CONTRIBUTED CAPITAL .......... -- -- -- 31,200 -- 31,200

RELATED PARTY DEBT FORGIVENESS -- -- -- (30,089) -- (30,089)

NET LOSS ..................... -- -- -- -- (128,443) (128,443)
----------- ----------- ----------- ----------- ----------- -----------

BALANCE, FEBRUARY 29, 2008 .. 2,280,000 $ 228 $ -- $ 1,325,023 $(1,506,091) $ (180,840)
=========== =========== =========== =========== =========== ===========

See accompanying notes to financial statements.

PROGRESSIVE TRAINING, INC. (formerly Advanced Media Training, Inc.)

CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007 (UNAUDITED)
-------------------------------------------------------------------------------

2008 2007
(as restated)
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................... $(128,443) $ (83,562)
Adjustments to reconcile net loss to net
cash used by operating activities:
Contribution of capital for services.......... 31,200 20,800
Amortization of debt discount.................. -- 32,909
Provision for doubtful accounts................ 7,000 --
Changes in operating assets and liabilities:
Accounts receivable ....................... (13,619) 8,851
Accounts receivable, related party......... 5,701 (28,549)
Other assets .............................. 249 (669)
Accounts payable and accrued expenses ..... 32,244 (1,215)
Deferred revenue .......................... -- (5,570)
--------- ---------
Net cash used by operating activities .............. (65,668) (57,005)
--------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft ..................................... 5,461 240
Cash to Dematco, Inc................................ -- (22,701)
Net borrowings (repayments) from (to) shareholder .. 43,624 16,765
Net borrowings (repayments) on line of credit ...... 4,525 12,000
--------- ---------
Net cash provided (used) by financing activities.... 53,610 6,304
--------- ---------
NET DECREASE IN CASH ............................... (12,058) (50,701)

CASH, BEGINNING OF YEAR ............................ 12,058 50,701
--------- ---------
CASH, END OF YEAR .................................. $ -- $ --
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest ............................. $ 2,667 $ 1,347
Cash paid for income taxes ......................... $ -- $ 800

See accompanying notes to financial statements

PROGRESSIVE TRAINING, INC. (FORMERLY ADVANCED MEDIA TRAINING, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BUSINESS BACKGROUND

Progressive Training, Inc. (formerly Advanced Media Training, Inc.; the
"Company") was incorporated under this name in Delaware on October 31, 2006. The
Company is engaged in the development, production and distribution of training
and educational video products and services and has been in operation since
March 2000. From August 10, 2004 through December 11, 2006 the business of the
development, production and distribution of management and general workforce
training videos was conducted under the name Advanced Media Training, Inc.

2. INTERIM CONDENSED FINANCIAL STATEMENTS

FISCAL PERIODS

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

PREPARATION OF INTERIM CONDENSED FINANCIAL STATEMENTS

These interim condensed financial statements for the three and nine months ended
February 29, 2008 and 2007 have been prepared by the Company's management,
without audit, in accordance with accounting principles generally accepted in
the United States of America and pursuant to the rules and regulations of the
United States Securities and Exchange Commission ("SEC"). In the opinion of
management, these interim condensed consolidated financial statements contain
all adjustments (consisting of only normal recurring adjustments, unless
otherwise noted) necessary to present fairly the Company's financial position,
results of operations and cash flows for the fiscal periods presented. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted in these interim
financial statements pursuant to the SEC's rules and regulations, although the
Company's management believes that the disclosures are adequate to make the
information presented not misleading. The financial position, results of
operations and cash flows for the interim periods disclosed herein are not
necessarily indicative of future financial results. These interim condensed
consolidated financial statements should be read in conjunction with the annual
financial statements and the notes thereto included in the Company's most recent
Annual Report on Form 10K-SB (as amended) for the fiscal year ended May 31,
2007.

In December 2006, Advanced Media Training, Inc. acquired the outstanding common
stock of Dematco, Inc. ("Dematco"), a privately-held company with operations in
the United Kingdom. The transaction was accounted for as a recapitalization of
Dematco. The operations and business of Advanced Media Training, Inc. from June
1, 2006 to December 2006 and subsequently conducted under its new name,
Progressive Training, Inc. through May 31, 2007 have been included in these
financial statements, except as follows. In connection with the
recapitalization, Dematco agreed to retain certain assets and liabilities
amounting to approximately $260,000. These consisted of cash of approximately
$23,000, a convertible debenture issued by an affiliate of Dematco to Advanced
Media Training, Inc. in fiscal 2006, loans due to officers and related accrued
interest. The assets and liabilities were transferred at their historical book
value in December 2006 and, accordingly, recorded as a contribution to capital
on the books of the Company in December 2006. The assets and liabilities of
Advanced Media Training, Inc. that were not retained by Dematco were transferred
at their historical book value into the newly incorporated Progressive Training,
Inc.

Through February 2007, the Company was a wholly-owned subsidiary of Dematco. On
March 1, 2007, Dematco agreed to transfer 1 million shares of the Company's
common stock held by them in exchange for forgiveness of debt of $80,000 due to
Buddy Young, the Company's President and majority shareholder. Accordingly, the
Company was no longer a wholly-owned subsidiary of Dematco after March 1, 2007.

However, Dematco still owns 750,000 shares. For reporting purposes, only the
historical results of operations of Advanced Media Training, Inc. and
Progressive Training, Inc. are included in these financial statements.

USE OF ESTIMATES

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

RECLASSIFICATIONS

Certain amounts in the financial statements for the comparative prior fiscal
periods have been reclassified to be consistent with the current fiscal period's
presentation.

SIGNIFICANT CUSTOMERS

During the nine months ended February 29, 2008 the Company had one customer that
accounted for 16% of the Company's net sales. One customer exceeded 10% of sales
during the nine months ended February 28, 2007, (11%). Foreign sales (primarily
royalty income from Canada) amounted to $46,459 and $50,620 for the nine month
period ended February 29, 2008 and February 28, 2007, respectively.

NET LOSS PER SHARE

Basic and diluted net loss per share has been computed by dividing net loss by
the weighted average number of common shares outstanding during the applicable
fiscal periods. At February 29, 2008, the Company had no potentially dilutive
shares.

3. COMMITMENTS AND CONTINGENCIES

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

The Company leases its operating facility for $2,364 per month in Encino,
California under an operating lease which expires August 31, 2009. Rent expense
was $21,646 and $21,069 for the nine months ended February 29, 2008 and February
28, 2007, respectively.

4. LINE OF CREDIT

The Company has a revolving line of credit with a bank which permits borrowings
up to $40,000. The line is guaranteed by the Company's President. Interest is
payable monthly at 2.22% above the bank's prime rate of interest (9.48% at
February 29, 2008). The line is callable upon demand.

5. RELATED PARTY TRANSACTIONS

The Company has a consulting agreement with Howard Young, the son of Buddy Young
(the Company's Chief Executive Officer) which provides a monthly fee of $8,400
for administrative and sales consultation. The fee is allocated equally between
General and Administrative and Selling and Marketing expense in the Statement of
Operations for the nine months ended February 29, 2008 and February 28, 2007.
Total expense was $75,600 and $61,950 for the nine months ended February 29,
2008 and February 28, 2007, respectively.

We have an agreement with our President and majority shareholder to fund any
shortfall in cash flow up to $250,000 at 8% interest through June 30, 2008. The
note is secured by all our right, title and interest in and to our video
productions and projects, regardless of their state of production, including all
related contracts, licenses, and accounts receivable. Any unpaid principal and
interest under the Note will be due and payable on December 31, 2008. As of
February 29, 2008, the Company has borrowed $43,624 from Mr. Young.

During the quarter ended February 29, 2008, the Company agreed to forgive the
balance due from Dematco amounting to $30,089 in exchange for Dematco's issuance
of the remaining shares of the Company held by it (750,000 shares) to its
existing shareholders. The forgiveness of debt has been reflected in the
financial statements as a reduction of additional paid in capital.

PROGRESSIVE TRAINING, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

You should be aware that our results from operations could materially be
effected by a number of factors, which include, but are not limited to the
following: economic and business conditions specific to the management and
general workforce training industry; competition and the pricing and of products
offered by us and our competitors; changes in personnel training methods, i.e. a
decision by companies to allocate more of their budgets to computer based
training, rather than purchasing videos for training purposes; our ability to
control costs and expenses, and access to capital. There may be other factors
not mentioned above or included elsewhere in this report that may cause actual
results to differ materially from any forward-looking information.

INTRODUCTION. As noted elsewhere in this report, the Company's principal
customers are companies having 100 or more employees with an established
training department. In many cases training departments are part of and
supervised by the company's human resource department. In order to maintain our
relationship with these customers, we must work closely with them to make sure
that we are in a position to satisfy their training requirements. We strive to
accomplish this by being up to date and knowledgeable about the content of the
many videos currently available. This product awareness provides us the
opportunity to assist the customer in quickly and accurately selecting videos
that focus on subject matter that will fulfill their particular training needs.
We face competition from numerous other providers of training videos. We believe
many of these competitors are larger and better capitalized than the Company.
Additionally, if the Company is to grow its business by financing and producing
additional training videos, it will require additional capital. To date our cash
flow from operations has been minimal. Other than from operations and our line
of credit, our only source of capital is an agreement with our President and
majority shareholder to fund any shortfall in cash flow up to $250,000 at 8%
interest through June 30, 2008. Repayment is to be made when funds are available
with the balance of principal and interest due December 31, 2008. As of February
29, 2008, the Company has borrowed $43,624 from Mr. Young. We expect that the
cash flow from operations, together with the available funds under the above
referenced agreement with our president will be sufficient to fulfill our
capital requirements through fiscal 2008.

Our efforts during the next 12 months will mainly be focused on attempting to
increase revenue by (a) seeking to retain additional free lance commissioned
sales representatives, (b) improve the functionality of our website by adding
features such as providing customers the ability to preview videos online, and
by enhancing the website's search capabilities and user interface, and (c) by
allocating a greater portion of available cash flow for both the emailing and
direct mailing of marketing materials such as catalogues and notices of special
discounts to our customers. Although the amount spent in these areas will vary
depending on our cash flow, we anticipate spending during the next 12 months
approximately $20,000 on maintaining and improving our website, and
approximately $35,000 for the mailing of marketing materials as outlined above.
During the year ended May 31, 2007 we spent approximately $22,000 for these
purposes. During the nine months ended February 29, 2008 we spent approximately
$8,071or these purposes.

CRITICAL ACCOUNTING POLICIES

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

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

The second critical accounting policy relates to production costs. The Company
periodically incurs costs to produce new management training videos and to
enhance current videos. Historically, the Company has been unable to accurately
forecast revenues to be earned on these videos and has, accordingly, expensed
such costs as incurred.

RESULTS OF OPERATIONS

GENERAL

Our core business is the development, production and distribution of management
and general workforce training videos for use by businesses throughout the
world. Through February 2007, the Company was a wholly-owned subsidiary of
Dematco, Inc., formally known as Advanced Media Training. On March 1, 2007,
Dematco agreed to transfer 1 million shares of the Company's common stock held

by them in exchange for forgiveness of debt of $80,000 due to Buddy Young, the
Company's President and majority shareholder. Accordingly, the Company was no
longer a wholly-owned subsidiary of Dematco after March 1, 2007. For reporting
purposes, only the historical results of operations of Advanced Media Training,
Inc. and Progressive Training, Inc. are included in these financial statements.

The operations of the workforce training business were conducted from June 1,
2006 to December 2006 under Advanced Media Training, Inc. and subsequent thereto
under Progressive Training, Inc. The results of operations consist only of the
workforce training video business. The core assets and liabilities of the
business have been maintained at their historical book values in these financial
statements.

In addition to distributing videos produced by us, we market and distribute
training videos financed and produced by other producers, which currently
account for approximately 60% of our revenues. Workforce training industry
trends have demonstrated that the amount of money allocated by companies for the
training of their employees varies according to general economic conditions. In
many cases in a good economy training department budgets are increased, and as a
result more funds are available to purchase training videos and other employee
training products. Conversely, when economic conditions are not good companies
tend to cut back on the amount of funds spent on the purchase of workforce
training products. We anticipate that general economic conditions will continue
to have a direct effect on our revenues.

FOR THE THREE MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

SELECT FINANCIAL INFORMATION

2008 2007
--------- ---------
Statements of Operation Data:

Revenue .......................... $ 50,596 $ 76,093
Cost of revenues ................. 13,085 21,659
Gross profit ..................... 37,511 54,434
Total expenses ................... 92,106 50,929
Net income (loss) after taxes .... (54,595) 3,505
Net income (loss) per share ...... (0.02) 0.00

Balance Sheet Data:

Total assets ..................... $ 21,034 $ 40,468
Total liabilities ................ $ 201,874 $ 65,512
Stockholders' deficit ............ $(180,840) $ (25,044)

REVENUES

Our revenues for the three months ended February 29, 2008 were $50,596. Revenues
for the three months ended February 28, 2007, were $76,093. This represents a
decrease of $25,497. This decrease in revenues was caused by three major
factors: (1) a general slowdown in the economy causing organizations to trim
their expenditures for personnel training, (2) the aging of the training videos
currently in our library, and (3) the increased use by organizations of internet
based training. Product sales made up approximately 74% of the total revenue.
Royalties earned from the sales of our product amounted to approximately $17,854
during the three months ended February 29, 2008 and $19,900 during the three
months ended February 28, 2007. Rental of videos were less than 1% of our sales.
We expect the rentals of videos to continue to represent approximately the same
percentage of revenues for the foreseeable future. Sales of videos produced by
other companies accounted for approximately 51% of product sales.

COST OF REVENUES

The cost of revenues during the three months ended February 29, 2008, was
$13,085 as compared to $21,659 during the three months ended February 28, 2007.
The cost of revenues, as a percent of sales was 26% during the three months
ended February 29, 2008 and 29% during the three months ended February 28, 2007.
Although there may be occasional variances, we anticipate that the cost of goods
sold (excluding production costs expensed) as a percentage of total revenues
will continue to generally be approximately within the 15 to 35 percent range.

During most periods approximately 50% of our revenue is generated from the sale
of training videos produced by companies with which we have distribution
contracts with. The terms of these distribution contracts vary with regard to
percentage of discount we receive. These discounts range from a low of 35% to a
high of 50% of gross receipts. As we cannot predict which companies will produce
better selling videos in any one period, we cannot predict future product mix.
However, although there may be some variances, we anticipate that the cost of
goods sold as a percentage of revenues derived from the sale of third party
videos will generally be approximately within the 15 to 30 percent range.

EXPENSES

Selling and marketing expenses were $18,976 for the three months ended February
29, 2008 as compared to $18,264 for the three months ended February 28, 2007.
This represents an increase of $712. Our selling and marketing costs are
directly affected by the number of new training products we introduce into the
marketplace and the product mix of our sales.

General and administrative expenses for the three months ended February 29, 2008
were $71,110 as compared to $32,212 for the three months ended February 28,
2007. This represents an increase of $38,898. This is a result of an increase in
our accounting and professional services to $22,534 during the three months

ended February 29, 2008 from $0 during the three months ended February 28, 2007.
During the three months ended February 29, 2008 we also recorded $10,400 of
officer's compensation, as additional paid in capital that was not recorded
during the three months ended February 28, 2007.

Research and development expenses were $426 for the three months ended February
29, 2008. We recorded $200 for research and development expenses for the three
months ended February 28, 2007. We anticipate that we will incur minimal
research and development costs as we evaluate and develop new training video
products during the next fiscal period.

Interest expense totaled $1,594 for the three months ended February 29, 2008 and
$253 for the three months ended February 28, 2007. Interest expense relates to
our line of credit and borrowings from shareholder. On February 29, 2008 our
total term debt outstanding was $83,149 as compared to $12,000 on February 28,
2007. This change is due to the increased borrowings on our line of credit and
additional advances from our shareholder.

NET LOSS

As a result of the aforementioned, our net loss was $54,595 for the three months
ended February 29, 2008 as compared to a net income of $3,505 for the three
months ended February 28, 2007.

FOR THE NINE MONTHS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

SELECT FINANCIAL INFORMATION

2008 2007
--------- ---------

Statements of Operation Data:

Revenue ...................... $ 169,695 $ 250,523
Cost of revenues ............. 43,044 62,761
Gross profit ................. 126,651 187,762
Total expenses ............... 254,294 270,524
Net loss after taxes ......... (128,443) (83,562)
Net loss per share ........... (0.06) (0.05)

Balance Sheet Data:

Total assets ................. $ 21,034 $ 40,468
Total liabilities ............ $ 201,874 $ 65,512
Stockholders' deficit ........ $(180,840) $ (25,044)

REVENUES

Our revenues for the nine months ended February 29, 2008 were $169,565. Revenues
for the nine months ended February 28, 2007 were $250,523. This represents a
decrease of $80,928. This decrease in revenues was caused by three major
factors: (1) a general slowdown in the economy causing organizations to trim
their expenditures for personnel training, (2) the aging of the training videos
currently in our library, and (3) the increased use by organizations of internet
based training. Product sales made up approximately 74% of the total revenue.
Royalties earned from the sales of our product amounted to approximately $46,459
during the nine months ended February 29, 2008 and $50,620 during the nine
months ended February 28, 2007. Rental of videos were less than 1% of our sales.
We expect the rentals of videos to continue to represent approximately the same
percentage of revenues for the foreseeable future. Sales of videos produced by
other companies accounted for approximately 35% of product sales.

COST OF REVENUES

The cost of revenues during the nine months ended February 29, 2008, was $43,044
as compared to $62,761 during the nine months ended February 28, 2007. The cost
of revenues, as a percent of sales was 25% during the nine months ended February
29, 2008 and 25% during the nine months ended February 28, 2007. Although there
may be occasional variances, we anticipate that the cost of goods sold
(excluding production costs expensed) as a percentage of total revenues will
continue to generally be approximately within the 15 to 35 percent range.

EXPENSES

Selling and marketing expenses were $62,611 for the nine months ended February
29, 2008 as compared to $71,565 for the nine months ended February 28, 2007.
This represents a decrease of $8,954. This decrease is the result of a decrease
in our commission expense to $9,402 during the nine months ended February 29,
2008 from $17,383 during the nine months ended February 28, 2007. Our selling
and marketing costs are directly affected by the number of new training products
we introduce into the marketplace and the product mix of our sales.

General and administrative expenses for the nine months ended February 29, 2008
were $183,064 as compared to $161,595 for the nine months ended February 28,

2007. This represents an increase of $21,469. This increase is mainly the result
of an increase in our professional and outside services in the amount of
$18,163, to $90,633 during the nine months ended February 29, 2008 from $72,470
during the nine months ended February 28, 2007.

Research and development expenses were $4,577 for the nine months ended February
29, 2008, as compared to $200 for the nine months ended February 28, 2007. We
anticipate that we will incur minimal research and development costs as we
evaluate and develop new training video products during the next fiscal period.

Interest expense totaled $4,042 for the nine months ended February 29, 2008 and
$37,164 for the nine months ended February 28, 2007. Interest expense relates to
our line of credit and borrowings from our principal shareholder. On February
29, 2008 our total term debt outstanding was $83,149 as compared to $12,000 on
February 28, 2007. The additional interest expense during the nine months ended
February 28, 2007 is due to a convertible debenture being assumed by Dematco in
connection with our Asset and Liability Agreement.

NET LOSS

As a result of the aforementioned, our net loss was $128,443 for the nine months
ended February 29, 2008 and $83,562 for the nine months ended February 28, 2007.

PLAN OF OPERATION

Until March 1, 2007, the Company's was a wholly owned subsidiary of Dematco,
Inc. On that date Dematco transferred to us all of its assets and liabilities
related to the production and distribution of workforce training videos.

We will continue to devote our limited resources to marketing and distributing
workforce training videos and related training materials. At this time these
efforts are focused on the sale of videos produced by third parties.
Approximately 60% of our revenue is derived from these sales. Additionally, we
will continue to market videos produced by us, Among these are "The Cuban
Missile Crisis: A Case Study In Decision Making And Its Consequences," "What It
Really Takes To Be A World Class Company," "How Do You Put A Giraffe In The
refrigerator?." In addition, we anticipate spending some of our resources on the
production and marketing of additional training videos produced by us. The
amount of funds available for these expenditures will be determined by cash flow
from operations, as well as, our ability to raise capital through an equity
offering or further borrowing from our President, and other traditional
borrowing sources. There can be no assurance that we will be successful in these
efforts.

Management expects that sales of videos and training materials, along with
available funds under an agreement with its President and majority shareholder
should satisfy our cash requirements through fiscal 2008. The Company's
marketing expenses and the production of new training videos will be adjusted
accordingly.

We currently have one full time employee who manages our marketing and sales
efforts. Additionally we have two part time employees who assist with the
administration functions. We mainly utilize outside services to handle our
accounting and other administrative requirements, and commissioned sales
personnel to handle the selling and marketing of our videos. During the next 12
months we anticipate hiring one or two additional full-time employees to assist
in our sales and marketing requirements. In addition, Mr. Buddy Young, our Chief
Executive Officer, Chief Financial Officer and Chairman of the Board of
Directors, and L. Stephen Albright, our Vice President, Secretary and a
Director, each work on a part-time basis. During the nine months ended February
29, 2008, Mr. Young contributed non-cash compensation (representing the
estimated value of services contributed to the Company) of $31,200.

LIQUIDITY AND CAPITAL RESOURCES

Our working capital deficit was $135,842 at February 29, 2008.

Our cash flows used by operations were $65,668 for the nine months ended
February 29, 2008. This is the result of our net loss of $128,443 along with
cash used by accounts receivable in the amount of $13,619, offset by a decrease
in accounts receivable, related party in the amount of $5,701 and the increase
of accounts payable and accrued expenses in the amount of $30,868.

Our cash flows used by operations were $57,005 during the nine months ended
February 28, 2007. This is the result of our net loss in the amount of $83,562,
and the increase the amount due from related party in the amount of $28,549.

During the nine months ended February 29, 2008.and 2007 we did not use any cash
for investing activities.

Our cash flows provided by financing activities were $53,610 for the nine months
ended February 29, 2008.This is the result of borrowing from a shareholder in
the amount of $43,624 along with borrowing on our line of credit in the amount
of $4,525 and a bank overdraft in the amount of $5,461.

Our cash flows provided by financing activities were $6,304 for the nine months
ended February 28, 2007. This is the result of borrowing from a shareholder in
the amount of $16,765 along with borrowing on our line of credit in the amount
of $12,000 and a bank overdraft in the amount of $240. In addition, we
transferred $22,701 in cash to Dematco, Inc. pursuant to the Asset and Liability
Agreement.

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

We are a company with a limited operating history and a history of net losses.

We had a cash balance of $0 on February 29, 2008. We have an agreement with our
President and majority shareholder to fund any shortfall in cash flow up to
$250,000 at 8% interest through June 30, 2008. We owed our President a total of
$43,624 in principal under the agreement as of February 29, 2008. The note is
collateralized by all of our right, title and interest in and to our video
productions and projects, regardless of their stage of production, including all
related contracts, licenses, and accounts receivable. Any unpaid principal and
interest under the Note will be due and payable on December 31, 2008.

The Company has a revolving line of credit with Bank of America. This line of
credit permits the Company to borrow up to $40,000. The line of credit is
guaranteed by the Company's President. Interest is payable monthly at 2.22%
above the bank's prime rate of interest (9.48% at February 29, 2008). The line
of credit does not require the Company to meet performance criteria or maintain
any minimum levels of income or assets. It does require the Company to maintain
insurance, maintain a modern system of accounting in accordance with generally
accepted accounting principles ("GAAP") and to comply with the law. The Company
is in compliance with the terms and conditions of the line of credit. The
outstanding balance as of February 29, 2008, was $39,525.

If revenues from the sale of our videos do not provide sufficient funds to
maintain operations, then we believe the raising of funds through further
borrowings from our President or the sale of additional equity will be
sufficient to satisfy our budgeted cash requirements through December 31, 2008.
Additionally, we may attempt a private placement sale of our common stock.
Further, our ability to pursue any business opportunity that requires us to make
cash payments would also depend on the amount of funds that we can secure from
these various sources. If funding is not available from any of these sources to
meet our needs, we will either delay production of one or more of our planned
videos or delay any business transaction requiring the payment of cash, or both.

If funding is insufficient at any time in the future, we may not be able to take
advantage of business opportunities or respond to competitive pressures, any of
which could have a negative impact on the business, operating results and
financial condition. In addition, if additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on their percentage
of stock ownership in the Company.

ITEM 3. CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of the
Company, who are the same person ("the Certifying Officer") with the assistance
of advisors, evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in section
240.13a-14(c) and 240.15d-14(c) under the Exchange Act) within 90 days prior to
the filing of this annual report. Based upon the evaluation, the Certifying
Officer concludes that the Company's disclosure controls and procedures are

effective in timely alerting management to material information relative to the
Company which is required to be disclosed in its periodic filings with the SEC.

There were no significant changes in the Company's internal controls or
in other factors during the quarter that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended February 29, 2008, there were no matters
submitted to the Company's security holders.

ITEM 5. OTHER INFORMATION None.

ITEM 6. EXHIBITS

31.1 Certification of CEO Pursuant to Securities Exchange Act
Rules 13a-14 and 15d-14, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

SIGNATURES

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

PROGRESSIVE TRAINING, INC.
(Registrant)

Dated: April 14, 2008 /S/ BUDDY YOUNG
--------------------------------
Buddy Young, President and Chief
Executive Officer