FULLER, TUBB, POMEROY & STOKES
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW
                      201 ROBERT S. KERR AVE., SUITE 1000
                            OKLAHOMA CITY, OK 73102
G.M.  FULLER  (1920-1999)                               TELEPHONE:  405-235-2575
JERRY TUBB                                               FACSIMILE: 405-232-8384
DAVID  POMEROY
TERRY  STOKES
---------------

OF  COUNSEL:
MICHEL  A.  BICKFORD                                     THOMAS J. KENAN E-MAIL:
THOMAS  J.  KENAN                                              kenan@ftpslaw.com
ROLAND  TAGUE
DAN  M.  PETERS

                                  May 5, 2004

Securities  and  Exchange  Commission
Division  of  Corporation  Finance
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

     Re:     Amendment  1  to  Annual  Report  on  Form  10-KSB
             for  the  fiscal  year  ended  December  31,  2003
             Consortium  Service  Management  Group,  Inc.
             Commission  File  No.  0-27359

Gentlemen:

As counsel to Consortium Service Management Group, Inc., I enclose Amendment No.
1  to  its  Form  10-KSB  for  the  fiscal  year  ended December 31, 2003.  This
amendment  makes  no  revisions  to  the  text of the report or to the financial
statements.  The  auditor  revised  his  audit  report  and  notes  to financial
statements,  replacing  Note  7  and  including  a  new  Note  8.

We  are  providing  by  FedEx, as courtesy copies, three redlined hard copies as
well  as  three  hard  copies  of  the filed version of the Amended Form 10-KSB.

If  there  are  questions  or matters that could be resolved more effectively by
telephone,  please  call  me  at  405-235-2575.  My  fax number is 405-232-8384.

Sincerely,

/s/  Thomas  J.  Kenan


Thomas  J.  Kenan


Attachment

cc:  Donald  S.  Robbins  (w/attachment)
     Gordon  W.  Allison  (w/attachment)
     Gary  Skibicki,  C.P.A.  (w/attachment)




<PAGE>

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

                         AMENDMENT NO. 1 TO FORM 10-KSB

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       or

                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NO. 0-27359

                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                 (Name of small business issuer in its charter)

          Texas                                                74-2653437
------------------------                              --------------------------
(state of incorporation)                              (IRS Employer I.D. Number)

                   500 North Shoreline Drive, Suite 701 North
                            Corpus Christi, TX 78471
                      -------------------------------------
                      (Address principal executive offices)

                    Issuer's telephone number: 361-887-7546

         Securities registered under Section 12(b) of the Exchange Act:

                           Title of each class: None.

                Name of each exchange on which registered: None.

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                                (Title of class)

                        Preferred Stock, $0.001 par value
                                (Title of class)


     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 for 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  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]



<PAGE>

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $100.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a  specified  date within the past 60 days:  $3,026,085 computed by reference to
the  $0.525  average of the bid and asked price of the company's Common Stock on
April  13,  2004.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of March 22, 2004: 9,135,622 shares of Common Stock, $0.001
par  value.

DOCUMENTS  INCORPORATED  BY  REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(3) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule  424(b)  or (c) of the Securities Act of 1933 ("Securities Act").  The list
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for fiscal year ended December 24, 1990).   None.

Transitional  Small  Business  Disclosure  Format  (check  one): Yes [ ] No [X]



















                                       ii
<PAGE>

                                TABLE OF CONTENTS


                                                                           Page
                                                                           ----

Item     1.     Description  of  Business                                     1

                Business  Development                                         1
                Business  of  the  Company                                    4
                Live  Tissue  Bonding  Equipment                              4
                Anaerobic  Farm-Waste  Disposal  Equipment                    6
                Carbon  Dioxide  Separator                                    8
                CSMG  Gastech  LLC                                            8
                Raw  Materials,  Suppliers  and  Manufacturing                9
                Distribution  Methods                                        10
                Competition                                                  10
                Patents,  Trademarks  and  Licenses                          10
                Government  Approval  and  Regulations  .                    11
                Research  and  Development                                   11
                Cost  of  Compliance  with  Environmental  Laws              11
                Seasonality.                                                 11
                Employees                                                    11

Item     2.     Properties                                                   11

Item     3.     Legal  Proceedings                                           12

Item     4.     Submission  of  Matters to a Vote of Security Holders        12

Item     5.     Market for Common Equity and Related Stockholder Matters     12

                Holders                                                      13
                Dividends                                                    13
                Recent  Sales  of  Unregistered  Securities                  14

Item     6.     Management's  Discussion  and  Analysis                      15

                Sales                                                        15
                Selling,  General  and  Administrative  Expenses             15
                Net  Loss                                                    15
                Liquidity  and  Outlook                                      16

Item     7.     Financial  Statements                                        17

Item     8.     None

Item     9.     Directors,  Executive  Officers,  Promoters
                     and Control Persons;  Compliance  with
                     Section  16(a)  of  the  Exchange  Act                  30

Item     10.    Executive  Compensation                                      32


                                      iii
<PAGE>

Item     11.    Security Ownership of Certain Beneficial Owners
                     and Management                                          32

Item     12.    Certain  Relationships  and  Related  Transactions           33

Item     13.    Exhibits  and  Reports  on  Form  8-K                        33

Item     14.    Controls  and  Procedures                                    36

                Signatures.                                                  37






















                                       iv
<PAGE>

ITEM  1.  DESCRIPTION  OF  BUSINESS.

Business  Development
---------------------

     We  were  incorporated  on  November  17,  1992  in the State of Texas.  We
conduct  our  business  from  our  headquarters  in  Corpus Christi, Texas; from
offices in Oklahoma City, Oklahoma; and from offices in Kiev, Ukraine.  We first
had  revenues  from  operations in 1995.  We are a technology management company
that  develops,  invests  in,  patents,  owns,  manages,  and  brings  to market
innovative  technologies.

     We  have  a  formal  relationship with several prestigious organizations in
Ukraine.  They have, as their stockholders or members, many of Ukraine's leading
scientists,  engineers  and  technicians.

     We  believe  we  are  unique  in  our  business mission.  We facilitate the
transfer  to the U.S. and other developed countries of technologies developed by
the  scientists  and  engineers  of  UkraineIncluded  in these technologies and
independent  of  other  Ukraine  business  interests  are  -

     -    our  platform,  medical,  Live  Biological  Tissue Bonding technology,
          which bonds human tissue without the use of sutures, staples, sealants
          or  glues.  More  than  1,000  successful  human  surgeries  have been
          performed  in  clinical trials in Ukraine using more than 30 different
          types  of  surgical  procedures,

     -    the  390,000-pound  proprietary  Landfill  Gas  Purification  System,
          installed  at  a  municipal  waste landfill in Chastang, Alabama, that
          processes  raw  landfill  gas  to  pipeline  quality,  and

     -    the  environmentally  friendly,  large-farm,  Anaerobic  Animal  Waste
          Processing  System.

     We  are the largest shareholder and foreign investor in "United Engineering
Closed  Joint  Stock  Company  with  Foreign  Investment,"  a successful Ukraine
private engineering company specializing in defense contracts that has also been
successful  in securing private sector contracts.  The Ukraine company's name is
United  Engineering  Company. It is called a "joint stock company with a foreign
investor."   The  foreign  investor  is  us.  United  Engineering   Company   is
authorized  by Ukraine law, among other things, to perform classified and secret
construction  works  related  to  the  national  security  of  Ukraine.

     We  formalized  our  first  relationship with them in February 1994 when we
registered  with the Ukraine Government a Ukraine company owned 50 percent by us
and  50  percent by the Ukraine organizations.  We now own 33-1/3 percent of the
Ukraine  company,  33 1/3 is owned by key UEC executive employees and members of
the  Supervisory  Council  and  33 1/3 percent is owned by the following Ukraine
companies  or  organizations:

     -    The  State Property Fund of Ukraine. It owns all state enterprises and
          property  of  the  state,  and  it  is  represented  by:

                                        1
<PAGE>

     -    Yuzhnoye  (Southern)  Machine  Building  Plant.  This  is  a  giant
          manufacturing complex located in Dniepropetrovsk. It built many of the
          missiles  and  nuclear missiles for the former Soviet Union. Today, it
          manufactures  commercial  satellites,  farming  tractors  for  export,
          trolley  cars,  and  other  heavy  products.

     -    Design  Bureau  "Yuzhnoye". This organization was established in 1954.
          It  developed  and turned over to the Ukraine Army several generations
          of  missiles  (specifically,  SS-18  "Satan"  satellite and the launch
          rockets  "Cyclone" and "Zinet"), space carrier rockets, and artificial
          satellites.  Design  Bureau  employs  several thousand researchers and
          production  engineers and is the leading enterprise in Ukraine for the
          development  of  rocket  and other jet systems. It also is the leading
          enterprise  for  the  elimination  of  launching sites in Ukraine. The
          Bureau  also  works  on conversion projects, trolley busses, pumps for
          the  oil industry, small-sized vehicles for cleaning city streets, and
          devices  for  manufacturing  margarine,  oils,  etc.  It  is under the
          direction of Academician Stanislav Nikolayevich Konyukhov, who also is
          president  of  United  Engineering  Company.

     -    Trust No. 5 for Special Construction Works. This organization believes
          itself to be the highest technical and most qualified engineering firm
          in  the  former  Soviet  Union. It was involved in building all of the
          former  Soviet  Union's nuclear and non-nuclear missile launching pads
          and silos, the Soviet space station, several chemical and oil industry
          plants  and  pipelines,  and other installations requiring the highest
          technologies  of  the  former  Soviet  Union.

     -    E.O.  Paton  Institute  of  Electric  Welding.  This  organization was
          founded in 1934 by the Academy of Sciences of the Ukraine S.S.R. It is
          headed  today  by  Professor Boris Paton, the president of the Ukraine
          Academy  of  Sciences.  It developed the collapsible, titanium-welded,
          building-structure technology that was used in the construction of the
          Soviet  space station "MIRE." We believe the Paton Institute is one of
          the  world's  most prominent scientific institutions involved in metal
          casting  and  bonding  ceramics,   microwave  bonding  of  metals  and
          plastics,  explosive  welding  and  cutting,  welding   in  space  and
          underwater,  electro  metallurgy,  protective  coatings,   and  bridge
          building  and  coating.  It  employed  at  one  time  more  than 5,000
          scientists and engineers and employs today more than 200 engineers and
          executives. It has joint ventures with several multinational companies
          and  governmental agencies including the U.S. Department of Energy and
          NASA.

     -    Spivdruznist  Business  Association.  This was formed by major defense
          enterprises  to develop and implement methods of dismantling munitions
          and  converting  the  metals and explosive by-products to commercially
          marketable  products.  It  is  composed  of  6  large  manufacturing
          facilities  that  developed  and  manufactured explosives, weapons and
          military  equipment  during  the  Cold  War.

     -    Pivdenexo,  Ltd. This is a research, development and production-design
          "think  tank."


                                        2
<PAGE>

     The  above  organizations work with us as  well as with other organizations
in  Ukraine.  Our  working  relationship  generally  focuses  on  two  types  of
opportunities:

     -    When the above organizations negotiate with local enterprises that aim
          to  bring  new  ideas  and  projects to the U.S. and to world markets.

     -    After  we first identify technologies developed in Ukraine that appear
          to  have  promising  commercial  application.  In  such  instances, we
          frequently  finance  the  costs  of  research  and development, patent
          applications,  manufacturing, and market distribution, and we then own
          these  technologies.   Our  anaerobic  Farm-Waste  Disposal  Equipment
          Project  is  such  a  project.

     There  are no specific funding arrangements required of the stockholders of
United  Engineering  Company.  Projects  are funded on a case-by-case basis.  An
aggregate of $2,078,072 in costs have been contributed to projects by us and the
Ukraine  shareholders  of  United  Engineering  Company,  and  in  return United
Engineering  Company  pays  us  a  dividend  equal to 10% of the previous year's
profit  pro  rated  on  our  percentage  of  ownership.  The  remaining  90%  is
reinvested  to  avoid  United  Engineering  Company borrowing funds from Ukraine
banks  at  interest  rates  that  ranged  between  35%  to  190%.

     We  have recovered $218,176 of our share of the costs of United Engineering
projects.  We  wrote  off  $323,612  of  these costs because we do not expect to
recover  this amount of these costs within one year, even though we do expect to
recover  these  funds  over  the  next  several  years.

     Business in Ukraine is built on personal relationships and trust as well as
dealing with people who have the authority to make a project work.  In late 1992
and  early  1993  we  dealt with middle management people who had good ideas but
could  not  make anything happen.  We then developed personal relationships with
partners  such  as  the  President  of  the Academy of Science, Yuzhnoye Machine
Building,  Yuzhnoye  Design Bureau and the 43rd missile army.  We were then able
to  reach  the proper leaders and decision-makers to make our progress easier in
working  through  the  bureaucratic  process.

     Ukraine  requires  a  good  deal of documentation for both the national and
regional  governments.  We  have  found  these  problems  are best solved by our
Ukraine  partners,  who are accustomed to dealing with these issues and know how
to  work  through  the  bureaucratic  process.

     The  economic  laws  in Ukraine change often, and our offices deal with the
changing  laws  on  a weekly basis.  In Ukraine and throughout the former Soviet
Union  there  is  constant  change  in  the  economic conditions as well as high
inflation.  We  have  seen bank loan interest rates fluctuate from a high of 190
percent  per  annum  to  a  low  of  35  percent  per annum.  We and the Ukraine
shareholders  in United Engineering Company reinvest the majority of our profits
to  avoid  paying  these  high  loan  rates.

     The  local currency falling on the international currency markets has had a
strong  negative  impact on our balance sheet.  The exchange rate fell from 1.54
Hryvna  to  the  dollar  in  1997  to  5.47  Hryvna  to  the  dollar  in  2000.


                                        3
<PAGE>

     We  have  experienced  hyperinflation  during  some  years.  This  has been
neutralized  somewhat  as a result of the UEC contracts being negotiated in U.S.
dollars  and  UEC's  having  been  able  to  take advantage of the exchange rate
fluctuations.  Once  the U.S. funds are received by UEC and converted to Hryvna,
the  exchange  rate  works  against us, as the amount of profit and dividends is
adjusted  to  the December 31 currency exchange rate.  The primary step taken to
offset  the  currency  exchange problem and inflation problem is for UEC to hold
the U.S. currency as long as possible before converting to Hryvna.  UEC has also
invested  in  a  number of inflation sensitive assets that it uses in day-to-day
operations,  such  as  ownership  of  its  offices  in Kiev, Dneipropetrovsk and
Pervomaysk.  Other  difficulties such as language barrier and local customs have
been  solved by hiring quality Ukrainian, bi-lingual, English-speaking staff and
training  them  to  meet  our  standard  and  expectations  of  doing  business.


     There  are  no restrictions related to our investment in United Engineering
Company  including  restrictions on its ability to declare and record dividends.

     Inside  Ukraine,  we  have  assisted  United  Engineering  Company  in  its
negotiation  of  contracts  for  the  dismantling  of  the  Ukraine  nuclear and
non-nuclear  missiles,  silos,  and  related  equipment.   This  dismantling  is
required by the treaty known as START and will be paid for by the U.S. and other
western  countries.  The  Ukraine  members  of UEC designed, built and commanded
these  missiles  and silos, are logical organizations to dismantle them, and are
expected  to  receive  a substantial portion of the contracts to dismantle them.

     Since  1995  United  Engineering  Company has completed contracts with U.S.
contractors  for  more  than  $6.0 million with respect to ICBM dismantlement in
Ukraine  and for more than DM4.7 million in contracts with the German Government
and  German  contractors  for  new  methods  of  dismantling  ICBM  silos.

     Outside  Ukraine,  we  have  identified several promising Ukraine-developed
technologies.  We  have  been  both  successful  and unsuccessful in negotiating
technology  transfer   agreements  between   Ukraine  entities  or  one  of  its
constituent Ukraine organizations and companies in the U.S.  Working through the
Ukraine Academy of Services and the E.O. Paton Institute of Electric Welding, we
have  successfully negotiated technology transfer agreements for the Live Tissue
Bonding  Equipment  Project  and  the Carbon Dioxide Separator Project set forth
below.

Business  of  the  Company
--------------------------

     Live  Tissue  Bonding Equipment.  The E.O. Paton Electric Welding Institute
of  Kiev,  Ukraine developed equipment that bonds blood vessels and soft tissues
in substantially less time than other technologies take and apparently leaves no
or  minimal  trace  scar  tissues  after  a  lapse  of  six  to  seven  months.

     The  equipment  bonds  the  soft biological tissue with a special miniature
surgical  tool.  No  glues,  sutures,  staples or other foreign matter are used.
The  process  is best described as a welding process.  The scar tissue is either
minimal  or  non-existent.  Tests  conducted  in  Louisville,  Kentucky  by U.S.
surgeons  on  rabbits'  stomachs resulted in scar tissue only forty microns wide


                                        4
<PAGE>

six months after surgery.  It appears that the Ukraine scientists have developed
a  superior,  all-purpose,  seamless  method of bonding soft biological tissues,
which  method  is  characterized  by simple manipulation applicable to different
surgical operations and the fast restoration of tissues without the formation of
coarse  scars.  Apparently  there  is  no need for prolonged special training of
surgeons  and  surgical  personnel.

     The  Ukraine  prototype  for the equipment was successfully demonstrated to
physicians  and  surgeons  in the U.S. in June 1996 on the blood vessels, nerves
and  stomachs  of  rats  and  rabbits.  Additional, subsequent demonstrations on
animals  were  performed  in  Ukraine  by Ukraine surgeons with U.S. surgeons in
attendance.  In  1998 the U.S. surgeons performed successful tests on animals in
Louisville, Kentucky.  Testing on humans in Ukraine began in mid-year 1998.  One
patient  had  a  blood  vessel  welded,  and the other patient had a torn uterus
repaired  using  minimally  invasive  surgery  tools.  According  to the Ukraine
doctors,  both  patients  recovered in the normal amount of healing time without
side  effects.

     E.O. Paton Institute of Electric Welding of the Ukraine National Academy of
Sciences  and  International Association of Welding filed U.S. and international
patent  applications  on  the process in February 1999.  An Australia patent has
been  issued,  but no other patents have been issued.  We own the technology and
have  been  assigned  the exclusive world rights of the patents - should they be
issued.  See  Exhibit  10.3  filed  as  part  of  our  Form  10-SB.

     We  have  submitted  no  applications,  requests  or testing results to the
Federal  Drug Administration.  We have not marketed the bonding equipment in the
Ukraine or any other non-U.S. country and have no plans at this time to do this.
Our  plans  are  to  manufacture  prototypes only in Ukraine and to set up fully
controlled clinical trials in Ukraine for comprehensive human testing.  We began
this  clinical  work  in  May  2000.  To date we have completed more than  1,000
successful  human  surgeries  at Ukraine hospitals. We are currently negotiating
with  a  group  of private investors who are familiar with our company for these
funds.

     In  2002  we  formed  Live  Tissue  Connect,  Inc., a Delaware corporation,
through  which  we  propose to develop our Tissue Bonding technology.  We own 86
percent  of  Live  Tissue  Connect,  Inc.

     We  estimate  that in excess of $2 million have been expended in developing
the  project and that $2.5 million of additional funds must be expended to bring
this  product  to market.  We estimate that the first surgical equipment will be
manufactured  in  the  U.S.  when  the U.S. patent applications are approved and
patents  are  issued.

     This  project is still in the development stage, even though the Ukrainians
have  created  a  finished  product  in  their  special miniature surgical tool.
Improvements  in  the tool are possible, and testing on live tissue of humans to
U.S.  testing  standards  is required.  Approval of the process and equipment by
the  Federal  Drug  Administration  is  required.


     Anaerobic Farm-Waste Disposal Equipment.  We are marketing a closed system,
no  lagoon,  anaerobic  plant  that:

     -    processes  farm-animal  waste  into  a  high grade organic fertilizer,


                                        5
<PAGE>

     -    captures  the  methane  gas  for  commercial  use,

     -    reduces  the  odor,  and

     -    prevents  all  runoff  and  contamination  of  the  environment.

     This  processing  plant  was developed in Ukraine before the breakup of the
Soviet  Union.  The  developer  is  a more-than-100-year-old Ukraine joint stock
company that is the Ukraine's largest enterprise that manufactures equipment for
the  petroleum  and  chemical  industries.  The  company's  name  is Sumy Frunze
Machine-Building  Science-and-Production  Association,  called  herein "Frunze."
Through  United  Engineering  Company  we have obtained the exclusive, worldwide
rights  to  market  Frunze's  anaerobic  farm-waste  disposal  plant.

     Frunze developed the processing plant to solve the above-mentioned problems
that  were  associated  with  a 3,000-head swine farm located in the center of a
city  of  400,000  people.  The  plant  has  operated successfully for more than
twelve  years.

     This  technology was patented in 1991 in U.S.S.R.  Patent applications have
not  been  filed  in the U.S.  Frunze has assigned to us the worldwide rights to
market, distribute, license and service products covered by the U.S.S.R. patents
and any upgrades of the 17-year-duration patents.  This assignment extends until
June  4,  2019  but  will  become  non-exclusive  if,  after  the first plant is
installed  and  fully  operational in the U.S., we fail to place orders annually
for  at  least  $1 million in plant and equipment to be manufactured in Ukraine.
We  are  required  to  pay  royalties  equal to five percent of the costs of all
equipment  manufactured  in  Ukraine.

     Under our license agreement with United Engineering Company and the Ukraine
inventor,  Ivan  Semenenko,  the  Ukrainians  are

     -    to  design  each anaerobic farm-waste disposal facility after visiting
          the  site  where  it  is  to  be  placed,

     -    to  construct  all  of the facility in Ukraine except for the electric
          motors,  generators,  tanks  and  computer  controls,

     -    to  oversee  the  installation  and  startup  of  the facility at each
          project  site,  and

     -    to  provide  equipment  warranties  acceptable  to  us.

     Our  obligations  are

     -    to  obtain  contracts  for  the  installation  of  the  facilities,

     -    to  pay  the  expenses  of the Ukrainians' visits to the U.S. or other
          countries  in  the performance of their obligations under the license,


                                        6
<PAGE>

     -    to  pay  for and arrange for the delivery to the facility sites of all
          equipment  not  manufactured  in  Ukraine,  and

     -    to  act  as  a  liaison  between  the  Ukrainians  and  persons in the
          countries  where  facilities  are  to  be  installed.

     United  Engineering  Company  coordinates  our  relations  with Frunze, the
manufacturer,  in  Ukraine.  The  plants  will be custom designed for each user.
The  major  portion  of  each plant will be manufactured initially, at least, by
Frunze in Ukraine.  The electric motors, generators, tanks and computer controls
will  be  obtained in the U.S.  Approximately 70% of the cost of a plant will be
for  Ukraine-manufactured parts at a cost far less than could be obtained in the
U.S.

     We  are  attempting  to market this technology ourselves in Oklahoma and in
other  states.  We  are  negotiating  contracts  now.  We expect contracts to be
executed  during  2004.

     We  believe  a  considerable  market  exists  for  the  plant, should it be
accepted  by the industry.  At the end of 1997 there were 1,520 U.S. swine farms
with  5,000  head  or  more.

     The  cost of a Farm Waste Anaerobic Plant can be recovered by the farmer or
producer  over  time  from:

     -    organic  fertilizer  sales,

     -    methane  gas  converted  to  electricity  used  on  the  farm and sold
          commercially,

     -    elimination  of  waste  lagoon  expense,  and

     -    reduction  of  other  operating  costs.

     Of  major  public  relations  importance is a reduction of foul odors.  The
only  exposure  of  the  animal  waste  to the atmosphere is the one-day-or-less
period  that  elapses  before  it  is  hosed  or  scraped  to  the pump site for
transportation  to the closed storage tanks or directly to the processing plant.
Little  decomposition  and  emission  of gases occur during this initial period.

     Of  major  health  importance  are:

     -    the  elimination  of the volatile organic acids, which are consumed by
          the  gas-producing  bacteria,

     -    the  elimination  of  surface  and  ground  water  contamination,  and

     -    the  dramatic  reduction  of  pathogen  populations  in  the  heated
          digesters.

     We have met resistance from swine and dairy farmers, in our efforts to sell
our  Farm  Waste  Anaerobic  Plant,  due to the long period of time required for
small  farms  to  recover the costs of the plant and due to falling milk prices.



                                        7
<PAGE>

     Carbon  Dioxide Separator.  We own the exclusive and perpetual world rights
to  service,  license  and  market  certain unpatented equipment manufactured in
Ukraine that separates carbon dioxide and other impurities from the gas produced
in  landfills.  The  equipment  converts  the  remaining gas to a cleaner, up to
98-percent  pure  methane gas for use in internal combustion engines or for sale
to  natural gas companies.  This equipment was developed for us by the Institute
of  Gas,  Ukraine  National  Academy of Sciences and will be manufactured for us
only  by  Sumy  Frunze  in  Sumy,  Ukraine.  We  have installed the first set of
equipment at the landfill in Chastang (Mobile), Alabama.  We are now testing the
equipment and fine-tuning the synchronization of the equipment with the 70 wells
drilled  in  the  landfill.

     The manufacturing costs of our CO2 separator plants are substantially lower
than  the  costs  of  competitive units. We have executed an operating agreement
with  Resource  Technology  Corporation  of  Chicago,  Illinois, to exploit this
technology.  Our  first  plant  has  been  placed on a landfill in Mount Vernon,
Alabama.  The  plant  was  manufactured  in  Ukraine. The landfill operator will
provide all other equipment needed as well as the operations. Our agreement with
Resource Technology Corporation requires us to provide the plant and bring it to
the  U.S.  We  have  secured  and  spent approximately $1,450,490 to fulfill our
obligations  under  the  agreement  and  still  owe  $206,749Resource Technology
Corporation  will  contribute  all  necessary  government approvals, all piping,
gathering  system,  wells,  blower,  metering  system, pipeline, tanks and other
auxiliary  equipment.  Revenue  from  the  plant  will  be shared 65 percent for
Resources Technology Corporation and 35 percent for us until payout of costs, at
which  time  revenue  will  be  shared  equally.

     CSMG  Gastech  LLC.  In February 2001 CSMG, as its manager, formally formed
CSMG  Gastech  LLC  ("Gastech") as a Texas limited liability company.  Gastech's
purpose  was  to  raise  the  funds needed to buy CO2 Gas Separator equipment to
install  on  landfills to be operated by Resource Technology Corporation ("RTC")
or  other  entities.  We had entered into an agreement with RTC whereby we would
pay  for  and  furnish the CO2 Separator equipment made in Ukraine, installation
and  start-up  and  RTC would furnish all other equipment and expenses needed to
install  and operate the gas gathering system, gas delivery to the CO2 separator
system,  metering  and  the  gas pipeline from the CO2 separator to the customer
pipelineFrom  the  monthly  gross proceeds of sales of  methane gas, each of RTC
and  CSMG  are to first recover its monthly expenses related to the facility and
its  equipment  costs amortized over an eight-year period.  The net proceeds are
then  to  be  shared  50-50  by  RTC  and  us.

     We  assigned  our  interest in the RTC agreement to Gastech and proposed to
potential  investors  in  Gastech that they contribute $800,000 for a 40-percent
interest  in  Gastech.  After Gastech had raised $226,000 from ten investors, in
March 2001 the Texas Securities Commission commenced an investigation of Gastech
and  wrote  letters  to its investors asking them if they had been advised by us
that  RTC  was  a  chapter  11  debtor  in  a  proceeding in Chicago.  The Texas
Securities  Commission  then  required  us  to  offer  to rescind the securities
purchases  of  the  ten  investors.  We  did  so.  Two  investors  accepted  the
rescission  offer,  and each was returned his $10,000 investment.  We regard the
Texas  Securities  Commission  matter  closed.


                                        8
<PAGE>

     No  further  interests in Gastech were sold, due to the action of the Texas
Securities  Commission.  To  cover  the shortfall in funds needed to pay for the
first  CO2 Separator to be used in a landfill to be operated by RTC, we borrowed
$551,000  in  increments  from  StoneGate LLC of Florida on one-year notes at 10
percent  interest  due  as follows:  $115,000 plus interest was due in May 2002,
$362,000 plus interest was due in July 2002 and $74,000 plus interest was due in
August 2002.  To date these notes have not been repaid and our corporate counsel
is  working  with  the  lenders  on  a  repayment  solution.

     The  CO2  Separator  equipment  was  designed by the Gas Institute National
Academy  of  Sciences  of  Ukraine  during  the  latter part of 2000. A purchase
contract  was  executed in February 2001 with Sumy-Frunze Joint Stock Company of
Ukraine.  The  price  included  all  necessary  certifications,  all  necessary
equipment  for  operation,  shipping  to  the  Port  of  Houston and supervision
personnel  for installation. The tonnage of the equipment is 177 metric tons. No
additional  equipment  is  needed.

     The  equipment  was  partially  paid  (we still owe $260,749) for using the
funds  of  Gastech, the funds borrowed from StoneGate LLC and other sources. The
equipment  arrived  in  Houston, Texas on November 22, 2001. It was installed at
the  Chastang  Landfill  near Mobile, Alabama during the first fiscal quarter of
2003.  We  completed  installation of the plant during the second week of March.
Start-up  and  equipment  adjustment were delayed while waiting for the landfill
gas  owner  to  complete  installation of the end-user pipeline and gas metering
system. This was installed near the end of March just as our Ukraine supervisory
team  had  to  return to Ukraine. In addition, the landfill gas quality was well
below expected levels and required repairs to the gas gathering system to reduce
air  intake.  The  landfill  gas  owner  coordinated and completed these repairs
during  the  next  few  weeks,  finishing  toward  the  end  of May. The Ukraine
supervisory  team returned in early June to oversee service, start-up and adjust
the  equipment.  Poor weather caused some delays but this was completed in about
two weeks. As we prepared to begin start-up operations and equipment adjustment,
Waste  Management  Inc.  ("WMC",  the operator of the landfill) ordered Resource
Technology  Corporation "RTC" (the holder of the gas ownership contract) off the
landfill  and  contended  that  our CO2 separator equipment produces methane gas
that fails to meet gas quality specifications and that, therefore, the agreement
to  buy  the  gas is terminated. This contention is now being litigated in RTC's
chapter 11 reorganization proceeding. It is possible that our gas collection and
conversion  systems  could  be  determined  to  be  out  of  specifications thus
necessitating  installing  upgrades  estimated  to  cost  between  $200,000  and
$300,000 to enable the equipment to meet the gas quality requirements. Currently
the  Company  has  a  caretaker  at  the  landfill to maintain the equipment. If
additional funds are required to upgrade the system the possibility remains that
the process will still not meet the city of Mobile's specifications and if so it
will  be necessary to move the equipment from the Chastain landfill. Should this
occur  it  is unclear if any future carbon dioxide projects will be possible and
if  so the continued existence of the Company will depend on live tissue bonding
and  anaerobic  farm  waste  technology  sales.

     The eight investors in Gastech that invested $206,000 will get 10.3 percent
of  our  and  Gastech's  share  of  the  monthly proceeds from production of the
Chastang  facility  and  we  will get 89.7 percent of this share.  We propose to
assign  part  of  this  89.7 percent interest to persons - as yet unidentified -
that  provide  the  funds  that repay to StoneGate LLC the $551,000 it loaned us
plus  interest  on  the  loans.

     In  December  2001  the  U.S.  Bankruptcy  Court  in Chicago affirmed RTC's
contract  rights  at Chastang.  RTC has not been able to emerge from Chapter 11,
and a court-appointed trustee has been appointed to take over management of RTC.


                                        9
<PAGE>

     Raw  Materials,  Suppliers  and  Manufacturing
     ----------------------------------------------

     No  manufacturer  has  been  selected  for  the  tissue  bonding equipment.

     The  anaerobic  plants  will  be  manufactured in Ukraine by Sumy Frunze in
cooperation  with  United  Engineering  Company  at a cost far less than what it
would  cost  in  the  U.S.

     The  carbon  dioxide separator plants will be manufactured in Kiev, Ukraine
by Sumy Frunze in cooperation with International Welding Association, again at a
cost  far  less  than  what  it  would  cost  in  the  U.S.

     Distribution  Methods
     ---------------------

     We  propose  to negotiate with a medical equipment manufacturing company to
market  and  distribute  the  live  tissue  bonding  equipment once Federal Drug
Administration  approval is obtained.  We have no specific manufacturing company
to  do  this  at  this  time.

     We  have organized a majority-owned subsidiary, Anaerobic Farm Waste, Inc.,
to  own  and lease the anaerobic farm waste disposal equipment.  The officers of
our  company  are  also  the  principal  officers  of  the  subsidiary  company.

     We  have  had  a  number of inquiries from major landfill operators and are
currently working with a major landfill company that is interested in installing
our  units  on  several  of  their  landfills.  This  is  in addition to the CO2
separator  equipment  RTC would like for us to install on more of their landfill
sites.

     Competition
     -----------

          Live  tissue  bonding  equipment.  We  have  the only equipment in the
world that bonds live tissues with little or no scarring.  We are in competition
only  with  older  surgical  methods  of  closing  tissue  openings.

          Anaerobic  farm  waste  disposal plants.  There are ten companies that
offer  various types of anaerobic systems in the U.S.  Based upon our experience
in  the  industry,  it  is  our  belief that none of these systems processes the
manure  and  water  to  the  extent of the Ukraine-made plant.  The plant now in
operation  in  Ukraine  is  the  product of years of experience in designing and
building  various  types  of anaerobic plants.  It is our belief that the design
now  in  operation  will  prove  to  be  the  most  effective and economical for
anaerobically  processing  animal  wastes.

     CO2  Separator.  Numerous  companies  make  CO2 separators in the U.S. but,
based  upon  our  experience  in  the  industry, we believe none will be able to
compete  with  the  quality  of  our  separators  or  with our price.  It is our
observation  that  their prices are multiples of what we believe we will be able
to  charge  for  our  plants.  Their  separators produce no better than 75 to 90
percent pure methane; based on the CO2 separator plants in operation in Ukraine,
we  believe  ours  will  produce  98-percent  pure  methane.



                                       10
<PAGE>

     Patents,  Trademarks  and  Licenses
     -----------------------------------

     The  live  tissue  bonding  equipment  is the subject of patents and patent
applications  filed  by the Ukraine inventor in the Ukraine, the U.S., and other
countries.  The  patents  and the patent applications for the U.S., the European
Patent  Convention,  Australia,  Canada and Japan have been assigned to us.  The
Australia  patent  has  been  issued.

     The  anaerobic  farm-waste  disposal  equipment was patented in U.S.S.R. in
1991 but is not the subject of any patent application filed in the U.S.  The CO2
separator  equipment  is  not the subject of any existing patent; the technology
has  been  known  for  more  than  30  years.

     We  have  been assigned the exclusive world rights to license, manufacture,
market,  and distribute both the anaerobic farm waste disposal equipment and the
CO2  separator  equipment.  We will pay a five percent royalty to the Ukrainians
when  the  equipment  is  installed  and fully operational based on the adjusted
retail  price  of  the  equipment.

     Government  Approval  and  Regulations
     --------------------------------------

     The  live  tissue bonding equipment must obtain the approval of the Federal
Drug  Administration  before  it  can  be  sold to be used on humans in the U.S.

     The  anaerobic  farm  waste  disposal  plants  and the CO2 separator plants
require  no  governmental approval before being placed into use, but the results
of  their  usage  are  subject  to  the oversight authority of the Environmental
Protection  Agency.

     Research  and  Development
     --------------------------

     During  2003,  we  expended  no  funds  on  research  and  development.

     Cost  of  Compliance  with  Environmental  Laws
     -----------------------------------------------

     Our  anaerobic  farm  waste disposal plants are designed to dispose of farm
waste  in  a  manner that meets all environmental regulations.  The same is true
with  regard  to  our  CO2  separator  plants.  All  costs  of  complying  with
environmental  regulations are costs of the projects and reduce our share of the
gross  revenue  produced  from  the  installation  and  use  of  our  equipment.

     Seasonality
     -----------

     There  is  no  seasonal  aspect  of  our  business.

     Employees
     ---------

     We  employ three persons full time in the U.S. and two persons full time in
Kiev,  Ukraine.


                                       11
<PAGE>

ITEM  2.  PROPERTIES

     We  lease  office  space  in  the  following  cities  as  follows:
<TABLE>
<CAPTION>
                                  Approximate      Monthly      Term  of
                                  Square  Feet     Rental         Lease
                                  ------------    --------     --------------
<S>                                  <C>           <C>         <C>
     Corpus  Christi,  TX            1,000         $   999     12-31-2004
     Oklahoma  City,  OK               500         $   500     Month-to-Month
     Kiev,  Ukraine                    800         $ 1,200     Month-to-Month
</TABLE>

ITEM  3.  LEGAL  PROCEEDINGS

     The  Texas  Department  of  Securities  investigated  our sale of ownership
interests  in CSMG Gastech LLC, the entity we created to assist our financing of
our  share  of  the costs of the CO2 separator projects with Resource Technology
Corporation  or  other entities.  The Texas enforcement agency took the position
that  we  were  selling  securities  by means of representations that omitted to
state  a  material  fact  - that Resource Technology Corporation is a chapter 11
debtor.  We  were asked to make a rescission offer to all investors.  We did so.
Two  investors  accepted  the  rescission  offer,  and we returned to them their
$10,000 investments.  We have heard nothing further from the Texas Department of
Securities.

     On March 2, 2004 a default judgement was entered against the Company in the
amount  of  $32,091 in favor of Bagby & Russell Electric Company.  The judgement
is  a  result  of  an unpaid invoice for electrical work performed pertaining to
installing  carbon  dioxide  equipment  at Chastain landfill in Mobile, Alabama.
The  original  amount  was  $48,000  and, although the Company made payments and
offered  to  pay  $5,000  per  month,  it  was  rejected.

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


     On  December  16,  2003  we  held  an  annual  meeting of the stockholders.
Proxies  were solicited.  At the meeting, the following matters were unanimously
approved  by  the  shareholders  voting  in  person  and  by  proxy:

     -    The  directors  nominated  by  management  were elected to hold office
          until  the  next  annual  meeting  of  stockholders.
     -    The  appointment  of  Gary Skibicki, CPA, as the company's auditor was
          ratified  and  approved.
     -    Our  2003  Stock  Option  Plan  was  approved.

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     The company's Common Stock is quoted on the OTC Bulletin Board.  Its symbol
is  "CTUM,"  or,  depending upon the Internet service that quotes Bulletin Board
stocks,  CTUM.OB.

     We  filed  a  1934  Exchange Act registration statement with the Commission
that  became  effective  November 15, 1999.    However, our financial statements
did not meet the U.S. GAAP requirements, and our stock was "demoted" to the Pink
Sheets until January 16, 2003, when the SEC staff accepted our revised financial
statements and we became eligible again to be quoted on the Bulletin Board.  Our
difficulties  with  our  financial  statements  were  caused  by  the accounting
practices  in  Ukraine  that  had  not  been  reconciled  with  U.S.  GAAP.


                                       12
<PAGE>

     Our common stock first traded on April 21, 1998.  The range of high and low
bid  information  for  our Common Stock is set forth below.  The sources of this
information  are  the Pink Sheets (2002) and the OTC Bulletin Board (2003).  The
quotations  reflect  inter-dealer  prices  without  retail  markup,  markdown or
commissions  and  may  not  represent  actual  transactions.
<TABLE>
<CAPTION>
                                    High               Low
                                    ----               ---
     2002
     ----
<S>                                 <C>                <C>
          1st  Qtr                  0.25               0.10
          2nd  Qtr                  0.14               0.10
          3rd  Qtr                  0.80               0.10
          4th  Qtr                  0.80               0.53

     2003
     ----
          1st  Qtr                  0.65               0
          2nd  Qtr.                 1.25               0.53
          3rd  Qtr.                 1.25               0.41
          4th  Qtr.                 0.80               0.31
</TABLE>

     On March 22, 2004, there were 9,135,622 shares of Common Stock outstanding.
There  are  865,000  shares  subject  to  outstanding  options  to  purchase, or
securities  convertible  into,  such shares of stock.  During 2003 850,000 stock
options  were  exercised  by the president and chief financial officer at $0.165
per  share.

Holders
-------

     As  of March 22, 2004 there were approximately 307 holders of record of our
Common  Stock.

Dividends
---------

     We have paid no dividends to our common stockholders and do not plan to pay
dividends on our Common Stock in the foreseeable future.  We currently intend to
retain  any  earnings  to  finance  future  growth.

Recent  Sales  of  Unregistered  Securities
-------------------------------------------

     During  the  past  three  years  our  company sold the following securities
without  registering  the  securities  under  the  Securities  Act  of  1933:





                                       13
<PAGE>
<TABLE>
<CAPTION>
                                No.  of
                                Common
                                 Shares                Offering
           Date                  Sold                   Price
          -----                 -------                --------
<S>                          <C>                      <C>
          2001               1,059,957(1)             $  540,528
          2001               1,135,000(3)                756,690
          2001                  76,669(3)                     76
          2002                 430,361(2)                318,687
          2002                  60,000(1)                 37,500
          2002                 244,764(4)                181,250
          2003                 119,350(1)                 74,595
          2003               1,645,801(4)                742,780
          2003                 178,885(2)                119,185
          2003                 217,000(5)                190,465
--------------------------
</TABLE>

(1)  These  shares  were sold to accredited investors in an offering exempt from
     registration  pursuant  to Regulation D, Rule 506. The securities were sold
     by  officers  of the corporation who received no commissions with regard to
     the  sales.

(2)  These  shares were issued in exchange for the cancellation of interest owed
     on  notes  payable.  The notes were held by shareholders of the company who
     had  loaned  money  to  the  company.

(3)  Don  Robbins,  CEO  of  the  company,  and  Gordon  Allison, Executive Vice
     President  of  the  company, had in earlier years been issued shares of the
     company's  Series  A  Preferred  Stock  for  services  rendered  in lieu of
     salaries.  In  2002 they exchanged these shares for shares of Common Stock.
     Even though the shares of Preferred Stock were issued for services rendered
     prior  to  2001,  the  company's  auditor  allocated  $756,690  to services
     rendered  in  2001  and $76 to the par value of the common shares exchanged
     for  the  Preferred  Shares.

(4)  These  shares were issued for management and marketing services rendered to
     the  company.

(5)  These  shares  were issued as compensation for persons that loaned $549,900
     to  the  company.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     The  following  discussion  and analysis should be read in conjunction with
the  financial statements and the accompanying notes thereto. It is qualified in
its  entirety  by  the  foregoing  and  by  more  detailed financial information
appearing  elsewhere.  See  "Financial  Statements."


                                       14
<PAGE>

     Sales
     -----

     We  had  no  revenues in FY 2003 compared with revenues of $171 in FY 2002.
We  did  report a loss of $47,120 in FY 2002 and a loss of $56,900 in FY 2003 as
our  33.3 percent interest in the income of an unconsolidated subsidiary, United
Engineering  Company,  a Ukraine company that represents a joint venture between
us  and  several  Ukraine entities.  This income and loss represent our share of
the  profits  and  losses  from the missile site conversion activities of United
Engineering  Company.

     Selling,  General  and  Administrative  Expenses
     ------------------------------------------------

     We  increased  our  general and administrative expenses from $977,174 in FY
2002  to  $1,881,010  during  FY 2003.  The activities which these expenses were
intended  to  benefit  were our anaerobic farm-waste disposal equipment project,
our  carbon dioxide separator project and our human tissue bonding project.  The
first  two  of  these  projects  -  both  of  which  are  based  upon  excellent
Ukraine-developed  equipment that can be manufactured in Ukraine, brought to the
U.S.  and  installed at considerable savings to the employment of U.S. equipment
of comparable or inferior quality - represent a substantial part of our business
plan  for  the  future.

     Net  Loss
     ---------

     We increased our fiscal year 2002 net loss of $1,052,773, or $0.16 a share,
to  a  net  loss  of  $2,319,891 in FY 2003, or $0.30 a share.  There had been a
significant  increase  in  our  operations  in  2002 in our three projects - our
tissue  bonding  project, our anaerobic farm waste project and our CO2 separator
project.

     Liquidity  and  Outlook
     -----------------------

     We  have  never  operated  at  a profit.  We were able to stay in operation
during 2003 only from the proceeds of $74,595 from the sale of  common stock, an
increase  in Notes Payable of $549,900, the issuance of common stock in exchange
for  consulting  services valued at $742,780 and the issuance of common stock as
payment  of  $119,185  in  interest  on  notes  payable  to  individuals.

     Management  believes  our prospects for financial liquidity depend upon the
following:

     -    obtaining  contracts  for  the  leasing  of  our  anaerobic farm waste
          equipment;

     -    obtaining  contracts  for  the  joint  venturing of our CO2 separator;

     -    the  sale  of  capital  stock in either our company or our subsidiary,
          Anaerobic  Farm  Waste,  Inc.;  and

     -    loans  to  finance  the purchase of anaerobic farm waste units and CO2
          separators.

At  this time, we have not identified the sources for additional equity capital.



                                       15
<PAGE>

     Outlook
     -------

     The  statements  made  in  this  Outlook  are  based  on  current plans and
expectations.  These statements are forward-looking, and actual results may vary
considerably  from  those  that  are  planned.

     Live  Biological  Tissue  Bonding/Welding:
     ------------------------------------------

     Considerable  progress  has  been  made  during  the  past  several months.
Surgeons  in  Ukraine  had  performed  over  1,000  successful  human  surgical
procedures  by  the  end of 2002 and are currently performing between 80 and 100
new  surgeries  per  month.  The  technique and equipment have full approval for
hospital  use  in  that country. The Ukraine team is now using the technology in
five  Ukraine  hospitals  and  clinics developing new tissue welding techniques,
tools  and  procedures  for  human  surgeries.

     We reached a major milestone in the project when the U.S. patent was issued
in  May  2003. After receiving the issued patent we retained an executive search
firm and have started interviewing qualified medical industry candidates for the
Chief  Executive  Officer  -  "CEO"  -  position  of our subsidiary, Live Tissue
Connect,  Inc.  The new CEO will help lead the subsidiary company and technology
to  its  next  level. We have selected a Chief of Technology Officer who will be
joining  Live Tissue Connect in the near future. We have continued interest from
a  major  international  medical  device  company.

     The  Ukraine  hospitals  are using the live tissue bonding technology daily
for open and laparoscopic surgical procedures and techniques.  The procedures so
far  have  involved  the  bonding and reconnecting of incised or separated human
tissues  in  the  following body areas - nasal septum, intestine, stomach, skin,
gall  bladder,  liver,  spleen,  blood  vessels,  nerves,  alba  linea,  uterus,
fallopian tube, ovary and testicles - while restoring the normal function of the
body  organ  or  tissue.

     The  tissue  bonding  device  bonds  and  reconnects living soft biological
tissue  without the use of foreign matters or conventional wound closing devices
such  as  sutures,  staples, sealant, or glues.  The smokeless technology leaves
little  or  no  scar  tissue  visible  to the naked eye after a few months, said
Robbins.  Unlike other tissue coagulation methods that tend to destroy tissue by
charring,  searing  and  necrosis,  our patented technology bonds and reconnects
incised  tissue  and  avoids  charring,  searing  and necrosis, using a low heat
delivery  method aimed at restoration of the normal functions of the live organs
and  tissue.

     United  States  and  Australia  patents have been issued with other foreign
patents  pending.  We  maintain a team of more than 30 academicians, professors,
researchers,  surgeons,  engineers,  technicians and clinical test facilities in
Ukraine  and  have offices in Corpus Christi, Texas; Oklahoma City, Oklahoma and
Kiev,  Ukraine.

     We  own  the  technology  and  exclusive world rights to the medical device
through  Live  Tissue  Connect  Inc,  a  subsidiary  corporation  formed for the
development  and  exploitation  of  the  medical  device  platform  technology.


                                       16
<PAGE>

     Our clinical surgeons recently performed 17 human neurosurgeries in Ukraine
that  made use of our live tissue bonding technology. The surgeries involved the
reconnection  of  Dura  Matter, procedures for removal of a meningioma tumor and
the removal of right-side lobe brain tumor.  This is a major breakthrough in the
continued  development  and  expansion  of  procedures  of  the  company's  live
biological  tissue  bonding  platform  technology.

     CO2  Separation  for  Landfill  Methane  Gas:
     ---------------------------------------------

     We  completed  installation  of  the plant during the second week of March.
Start-up and equipment adjustment was delayed while waiting for the landfill gas
owner to complete installation of the end-user pipeline and gas metering system.
This  was  installed  near the end of March just as our Ukraine supervisory team
had  to return to Ukraine.  In addition, the landfill gas quality was well below
expected  levels  and required repairs to the gas gathering system to reduce air
intake.  The  landfill  gas owner coordinated and completed these repairs during
the  next  few  weeks, finishing toward the end of May.  The Ukraine supervisory
team  returned  in  early  June  to  oversee  service,  start-up  and adjust the
equipment.   Poor weather caused some delays but this was completed in about two
weeks.  As  we  prepared  to begin start-up operations and equipment adjustment,
Waste  Management  Inc.  ("WMC",  the operator of the landfill) ordered Resource
Technology  Corporation "RTC" (the holder of the gas ownership contract) off the
landfill  over  a  contract dispute that is not related to our company.  We have
since  received  permission from both parties to go on the site and maintain our
equipment.  We  hope negotiations between RTC and WMC will allow us to begin gas
production soon.  We believe the production of gas is advantages for all parties
involved and will generate revenues while the two other companies work out their
dispute.

     The  spot  price  for  natural  has increased to $4.79 per MMBtu today from
$4.60  three  months  ago.  We  have several major companies that have indicated
serious  interest  in  installing  CO2  separation  units.

     Anaerobic  Farm  Waste,  Inc.:
     ------------------------------

     We  have  so  far  been  unable to obtain grower contracts or funding for a
demonstration  plant  for  this  technology.  We  met  several times in the past
months  with the Southeastern Oklahoma Chicken Growers Association, and together
we  drafted  a  plan  to  form  a  farmers co-op as a joint venture.  We jointly
applied  to  the  Oklahoma  Department  of  Agriculture for a loan or a grant to
finance  an  engineering  and  marketing  feasibility  study.

     We  had  a  joint meeting with the Department of Agriculture on January 21,
2003.  The Department was receptive to our request, but declined our request for
then and asked us to resubmit the application in April because Oklahoma had just
inaugurated  a  new  Governor.  The amount requested is $80,000.  We resubmitted
our  application  in  April,  but  it  was  declined  due  to  the lack of funds
appropriated  by  the  Legislature.

     We  continue to negotiate with the Southeast Poultry Growers Association on
doing  a  feasibility study regarding a proposed system for chicken litter.  The


                                       17
<PAGE>

project  has been delayed because of a quarantine that affects chicken houses in
Southeast  Oklahoma due to a chicken disease that developed in nearby Texas.  In
the  meantime we continue to contact swine and dairy farms for possible sales of
our  anaerobic  farm  waste  system.

     The  disposal  of farm animal waste is an enormous environmental problem in
this  country.  We are convinced our proprietary anaerobic treatment process can
and  will  be  a  part  of  the  solution.

     The  company's  future  results of operations and the other forward-looking
statements contained in this report involve a number of risks and uncertainties.
Among  the  factors that could cause actual results to differ materially are the
following: inability of the company to obtain needed additional capital, loss of
personnel  - particularly Chief Executive Officer Donald S. Robbins or Executive
Vice  President  and  Chief Financial Officer Gordon W. Allison - as a result of
accident  or  for  health reasons, interruptions in the supply of equipment from
manufacturers  of  the  equipment,  the  development  of  competing  products by
well-capitalized  competitors,  and an accident involving life or serious bodily
harm  that  fairly or unfairly would bring into question the safety of using the
company's  products.



ITEM     7.     FINANCIAL  STATEMENTS

     Independent  Auditors  Report                                            19
     Balance  Sheet  December  31, 2003 and 2002                              20
     Statement  of  Operations  Year  Ended  December  31,
          2003  and  2002                                                     22
     Statement  of  Cash  Flows  Year  Ended  December  31,
          2003  and  2002                                                     23
     Statement  of  Changes  in  Stockholders'  Equity  from
     January  1,  2000  to  December  31,  2003                               24
     Notes  to  Financial  Statements                                         25













                                       18
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



To  the  Shareholders  and  Board  of  Directors
Consortium  Service  Management  Group,  Inc.  and  Subsidiaries

I  have  audited  the  accompanying  consolidated  balance  sheets of Consortium
Service  Management  Group,  Inc.  and  Subsidiaries as of December 31, 2003 and
December  31,  2002,  and  the related statements of operations, changes in cash
flows  and  stockholders'  equity  for  the  years  then ended.  These financial
statements   are   the   responsibility   of  the  Company's   management.    My
responsibility  is  to express an opinion on these financial statements based on
my  audit.

I  have  conducted  my  audits  in  accordance  with the standards of the Public
Company  Accounting  Oversight  Board.  Those  standards require that I plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial statement presentation.  I believe that my audits provide a reasonable
basis  for  my  opinion.

In  my  opinion, the consolidated financial statements referred to above present
fairly,  in  all material respects, the financial position of Consortium Service
Management Group, Inc. and Subsidiaries as of December 31, 2003 and December 31,
2002, and the results of its operations and cash flows for the years then ended,
in  conformity  with  generally  accepted  accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As disclosed in Note 2 to
the  financial  statements,  the  Company  has  suffered  recurring  losses from
operations  that  raises  substantial  doubt  about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in  Note  2.  The financial statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.


As  more  fully  discussed  in  Note  8  the  Notes  to  the Company's Financial
Statements  have  been  revised.


/s/  Gary  Skibicki

Gary  Skibicki,  CPA,  PC
Oklahoma  City,  OK

May  4,  2004



                                       19
<PAGE>

                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31,

                                     ASSETS

<TABLE>
<CAPTION>
                                                       2003            2002
                                                  ------------    -------------
CURRENT  ASSETS
<S>                                               <C>             <C>
  Cash                                            $     13,118    $       3,905
                                                  ------------    -------------
      Total  Current  Assets                            13,118            3,905


FIXED  ASSETS
  Furniture  and  Equipment                             61,409           61,409
  Less  Accumulated  Depreciation                      (58,881)         (51,171)
                                                  ------------    -------------
      Total  Fixed  Assets                               2,528           10,238


OTHER  ASSETS
  Investment  -  United  Engineering  Company          255,318          314,428
  Investment  -  CO2  Equipment                      1,450,490        1,159,788
  CO2  Equipment  Patent                                 8,000                -
  Tissue  Bonding  Patent                              236,018          197,959
  Less  Accumulated  Amortization                      (20,514)         (10,514)
                                                  ------------    -------------
      Total  Other  Assets                        $  1,929,312    $   1,661,661
                                                  ------------    -------------


      Total  Assets                               $  1,944,958    $   1,675,804
                                                  ============    =============
</TABLE>







   The accompanying notes are an integral part of these financial statements.

                                       20
<PAGE>

                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                                AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                  DECEMBER 31,

                                  LIABILITIES

<TABLE>
<CAPTION>
                                                       2003            2002
                                                  ------------    -------------
CURRENT  LIABILITIES
<S>                                               <C>             <C>
  Accounts Payable                                $    680,969    $    326,767
  Interest  Payable                                    199,266         163,939
  Payroll  Taxes  Payable                               26,046          17,708
  Notes  Payable  to  Stockholders                   3,475,802       2,492,039
  CO2  Equipment  Payable                              206,749          92,474
                                                  ------------    ------------
      Total  Current Liabilities                     4,588,832       3,092,927


Minority  Interest  in  Consolidated  Subsidiary       206,000         206,000


STOCKHOLDERS'  EQUITY
  Common  stock  $.001  par  value, 40,000,000
    shares  authorized;  9,175,874,  shares
    issued  and 9,095,161  shares  outstanding
    at  December  31,  2003 and  6,934,125
    shares  issued  and  outstanding  at
    December  31,  2002                                  9,175           6,934

  Additional  Paid  in  Capital                      5,410,293       4,285,509

  Accumulated  Other  Comprehensive (Loss)            (343,375)       (341,775)

  Accumulated  (Deficit)                            (7,893,682)     (5,573,791)

  Treasury  Stock                                      (32,285)              -
                                                  ------------    ------------

      Total  Stockholders'  Equity                  (2,849,874)     (1,623,123)
                                                  ------------    ------------

      Total  Liabilities  and
        Stockholders'  Equity                     $  1,944,958    $  1,675,804
                                                  ============    ============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       21
<PAGE>

                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  DECEMBER 31,


<TABLE>
<CAPTION>
                                                       2003            2002
                                                  ------------    -------------
<S>                                               <C>             <C>
Revenues                                          $         -     $        171

General  and  Administrative  Expenses              1,881,010          977,174
  Funded R & D                                              -                -
  Cost  of  Funded  R  &  D                           382,000           28,650
  Net  R  &  D  Cost                                  382,000           28,650
                                                  -----------     ------------
      Operating  (Loss)                            (2,263,010)      (1,005,653)
                                                  -----------     ------------

Interest  Income                                           19                -

Interest  in  Income  of
  Unconsolidated  Companies                           (56,900)         (47,120)
                                                  -----------     ------------
      (Loss)  from  Continuing  Operations         (2,319,891)      (1,052,773)

Income  Taxes                                               -                -
                                                  -----------     ------------

      Net  (Loss)                                 $(2,319,891)    $ (1,052,773)
                                                  ===========     ============

Net  (Loss)  Per  Share  Common  Stock                  (0.30)           (0.16)

Weighted  Average  Common  Shares  Outstanding      7,633,940        6,566,563
</TABLE>


Basic  and diluted earnings per share are the same. The corporation is reporting
a net loss for the reporting periods and any potentially dilutive securities are
antidilutive  (reduce  net  loss)  and  therefore  not  presented.







   The accompanying notes are an integral part of these financial statements.

                                       22

<PAGE>

                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      JANUARY 1, 2002 TO DECEMBER 31, 2003


<TABLE>
<CAPTION>
                                                                    Accumulated
                                                      Additional      Other
                                No Common     Par       Paid In    Comprehensive   Accumulated   Treasury
DESCRIPTION                      Shares      Value      Capital    Income (Loss)     Deficit       Stock       Total
------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>      <C>          <C>             <C>           <C>        <C>
Balance  January 1, 2002         6,199,000   $6,199   $3,748,807   $(343,187)      $(4,521,018)         -   $(1,109,199)
Common  Stock  Sold  2002           60,000       60       37,440           -                 -          -        37,500
Common Stock Issued for Services   244,764      245      181,005           -                 -          -       181,250
Common  Shares  Issued
  for  Interest                    430,361      430      318,257           -                 -          -       318,687
Net (Loss) Year Ended 2002               -        -            -           -        (1,052,773)         -    (1,052,773)
Other  Comprehensive
    Income  (Loss)                       -        -            -           -                 -          -             -
Foreign  Exchange  Gain                  -        -            -       1,412                 -          -         1,412
                                 --------------------------------------------------------------------------------------
Balance  January 1, 2003         6,934,125   $6,934   $4,285,509   $(341,775)      $(5,573,791)         -   $(1,623,123)

Common  Stock  Sold  2003          119,350      119       74,476           -                 -          -        74,595
Common  Stock  Issued  for
  Services                       1,645,801    1,646      741,134           -                 -          -       742,780
Common  Stock  Issued
  for  Interest                    178,885      179      119,006           -                 -          -       119,185
Common  Stock  Issued
  for  Notes                       217,000      217      190,248           -                 -          -       190,465
Treasury  Stock                     80,713       80          (80)          -                 -    (32,285)      (32,285)
Net  (Loss)  Year
  Ended  2003                            -        -            -           -        (2,319,891)         -    (2,319,891)
Other  Comprehensive (Loss)              -        -            -           -                 -          -             -
Foreign  Exchange  (Loss)                -        -            -      (1,600)                -          -        (1,600)
                                 --------------------------------------------------------------------------------------
Balance  December  31,  2003     9,175,874   $9,175   $5,410,293   $(343,375)      $(7,893,682)  $(32,285)  $(2,849,874)
                                 ======================================================================================
</TABLE>






   The accompanying notes are an integral part of these financial statements.

                                       23

<PAGE>

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      JANUARY 1, 2002 TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                       2003            2002
                                                  ------------    -------------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES
<S>                                               <C>             <C>
Net  (Loss)                                       $(2,319,891)    $(1,052,773)
Equity (Loss) from Investees                           56,900          47,120
Depreciation                                            7,710           7,710
Amortization                                           10,000           9,548
Dividends  from  Investees                                  -          11,200
Interest  Expense  for  Common  Stock                 119,185         318,687
Services  for  Notes  Payable                         380,432               -
Services  for  Common  Stock                          742,780         181,250
Increase  in  Accounts  Payable                       468,477         242,598
(Decrease)  Increase  in  Federal
  Payroll Taxes Payable                                 8,338          (4,951)
(Decrease) Increase in Interest Payable                     -         (15,599)
Other                                                  (1,159)         42,861
                                                  -----------     -----------
      Net  Cash  (used  in)
        Operating  Activities                        (527,228)       (212,349)


CASH  FLOWS  FROM  INVESTING  ACTIVITIES
Purchase  CO2  Equipment                              (77,764)       (255,735)
Acquire  Tissue  Bonding  Patent                      (10,290)       (168,980)
                                                  -----------     -----------
      Net  Cash  (used  in)
        Investing  Activities                         (88,054)       (424,715)
                                                  -----------     -----------


CASH  FLOWS  FROM  FINANCING  ACTIVITIES
Increase  in  Stock  Issue                             74,595          37,500
Proceeds  from  Notes  Payable                        549,900         589,072
                                                  -----------     -----------
      Net  Cash  provided  by
        Financing  Activities                         624,495         626,572
                                                  -----------     -----------


NET  INCREASE  (DECREASE)  IN  CASH  AND
  CASH  EQUIVALENTS                                     9,213         (10,492)

Cash and Cash Equivalents at Beginning of Year          3,905          14,397
                                                  -----------     -----------

Cash and Cash Equivalents at End of Year          $    13,118     $     3,905
                                                  ===========     ===========
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                       24

<PAGE>

                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                      DECEMBER 31, 2003, DECEMBER 31, 2002

                                     NOTE 1
                        SIGNIFICANT ACCOUNTING POLICIES

Nature  of  Operations

Consortium  Service Management Group, Inc. (the "Company"), a Texas corporation,
was  incorporated  on  November 17, 1992.  The planned operations of the Company
are  to  develop  business  and investment opportunities worldwide by licensing,
marketing  and  distributing rights in advanced technologies developed primarily
in  the  Ukraine.


The technologies involve live tissue bonding, CO2 (carbon dioxide) separation of
landfill  gas,  and  anaerobic  animal  waste disposal.  The live tissue bonding
focuses  on  bonding  living  soft biological tissue used in surgical procedures
which  eliminates the need for sutures, staples, sealants or glues.  The Company
has  an  agreement  with  the  E.O.  Paton  Institute of Electric Welding of the
Ukraine  National  Academy  of Sciences and International Association of Welding
and  owns  the  technology  including  the world rights on licensing, patenting,
manufacturing,  development  and  distribution  of  this  technology.  The  live
biological  tissue  bonding process has been approved by the Ukraine Ministry of
Health  for  human  surgical  procedures and patents for the equipment have been
obtained  for  the United States and Australia with other U.S. and international
patents pending.


The  Company  owned and patent pending carbon dioxide separator technology, also
developed  in  the  Ukraine,  promotes the economical separation of methane from
carbon  dioxide  gas  emanating from landfills.  Landfills generate a commingled
mixture  of  methane  and  carbon  dioxide  gas  which  prevents  it  from being
commercially  sold  as fuel.  The Ukraine technology has developed an economical
carbon  dioxide separator that isolates methane gas to the extent that it can be
sold  to utility companies as well as other industrial and commercial customers.
The  first  installation  began  in  2002  in  Mobile,  Alabama  with completion
originally  estimated  to  be  in  the  second  quarter  of  2003.


The  carbon  dioxide  equipment  is  now  installed  at the Chastang landfill in
Mobile,  Alabama  which  is  owned  by  the city of Mobile but operated by Waste
Management  Inc. and Transamerican Waste Industries Inc.  An agreement currently
exists  between  Transamerican  Waste  Industries  Inc.  and Resource Technology
Corporation  (RTC)  which  gives  RTC  the  sole and exclusive right to collect,
extract and remove landfill gas from the property.  To accomplish this objective
carbon dioxide equipment manufactured by Ukraine subcontractors and owned by the
Company  was  installed  at  the landfill during 2002 and 2003. Waste Management
Inc.  asserts  the  carbon  dioxide equipment produces methane gas that fails to
meet  Mobile  Gas  quality  specifications  and  accordingly  contends the above
agreement  is  terminated.  RTC maintains that the Ukraine gas conversion system
was  fully  operational  prior  to the March 31, 2003 contract deadline and that
specification  problems  associated  with  processed  gas were contributed to by
Waste  Management  Inc. and Transamerican Waste Industries Inc. RTC is currently
in  voluntary  Chapter 11 bankruptcy.  In July 2003 RTC filed a lawsuit with the
United States Bankruptcy Court Northern District of Illinois Eastern Division to
resolve  this  dispute  and  as of the date of this audit report no decision has
been  reached  nor  is  it possible to estimate when one will be. It is possible
that  the gas collection and conversion systems could be determined to be out of
specifications  thus necessitating installing upgrades estimated to cost between
$200,000  and  $300,000  to  enable  the  equipment   to  meet  the  Mobile  gas
requirements.  Currently the Company has a caretaker at the landfill to maintain
the  equipment.


Accounting  standards  require  management and auditors to address impairment of
long lived assets so that losses or devaluation be recognized to the extent that
remaining book values can be recovered from undiscounted future cash flows.  Due
to  the  above  mentioned  litigation the carbon dioxide equipment has not had a
sustained  production  run  making  it impossible to determine if any impairment
exists  and  accordingly  no  write downs are included in the enclosed financial
statements.


                                       25
<PAGE>

At  the  end  of  December  2003  the  Company has invested $1,450,490 on carbon
dioxide  separator  equipment  with  $206,749  remaining  due and payable to the
Ukraine  manufacturer  Sumy  Frunze  Machine  Building  Science  and  Production
Association.

The  third  technology  developed  in  the  Ukraine is an anaerobic animal waste
process  that  via  a  closed  loop  system  eliminates  animal waste, odors and
microorganisms. The Company owns the exclusive marketing and distribution rights
for  this equipment.  A by-product of this process is an organic fertilizer that
will  also be marketed in the U.S. and Canada in accordance with rights owned by
the  Company.

The Company does not internally separate financial information including results
of operations by segments such as geographic areas, products, major customers or
operating  segments.  With  the major component of earnings in past years coming
from  earnings  of  United  Engineering Company (UEC), and losses in more recent
years  such  as  2003  and  2002, management considers it impractical to further
segment  financial  information.

Investments in companies in which the Company has an equity interest of at least
20%  are  accounted  for  under the equity method. Under this method the Company
records  its  share  of  income  or  losses  as  Interest  Income  or  Losses of
Unconsolidated  Companies  with  corresponding  increases  or  decreases  in the
investment  account.  Investments  in   which  the  Company  has  a  controlling
financial interest represented by either direct or indirect controlling interest
(more  than 50%) are consolidated.  In 2002 Live Tissue Connect, Inc. was formed
(86%  Company  owned) to manage live tissue bonding activities, and in 2001 CSMG
Gastech,  LLC  (89.7%  Company  owned)  was  formed  to  manage  carbon  dioxide
operations.  In  1999  Anaerobic Farm Waste, Inc. was incorporated (100% Company
owned)  to  manage  that technology.  The 2003 and 2002 financial statements are
presented  with  parent  and these majority owned subsidiaries consolidated with
intercompany  transactions  and  accounts  eliminated.

Cash  and  Cash  Equivalents

For  purposes  of the statements of cash flows, the Company considers all highly
liquid  investments  with  maturities  of  less  than  three  months  to be cash
equivalents.

Revenue  Recognition

The  Company  has  experienced  long  and  uncertain  collection time frames and
accordingly  the  general  policy  is  revenue  is  recognized  as  received.

Furniture,  Fixtures  and  Equipment

Furniture,  fixtures  and  equipment  are  stated  at  cost and are straightline
depreciated  over  the  estimated  economic  lives of the assets, primarily five
years.  Equipment  with  no  continuing  value  is  written  off.

Foreign  Operations

Foreign  currency transactions and financial statements are translated into U.S.
dollars  in  accordance  with Statement of Financial Accounting Standards No. 52
"Foreign  Currency  Translations."  All  balance  sheet  accounts  have  been
translated  using the exchange rate at the balance sheet date.  Income Statement
accounts  have  been  translated  using the average exchange rates for the year.
The  Company owns a 33.3% interest in UEC which was organized in and operates in
Ukraine.  In  2003  the  average  exchange rate used to record income was .19281
functional currency to U.S. dollars and the year end exchange rate used to value
the  UEC  investment account was .19270 functional currency to U.S. dollars.  In
2002  the  average  exchange  rate  used  to record income was .19311 functional
currency  to  U.S.  dollars and the year end exchange rate used to value the UEC
investment  account  was  .19390  functional  currency  to  U.S.  dollars.

The  summarized  2003  and  2002  financial  information  of  UEC  presented  in
accordance  with  U.S.  GAAP  and  translated  into U.S. dollars is presented as
follows:

                                       26
<PAGE>


                           UNITED ENGINEERING COMPANY
                            DNIPROPETROVSK, UKRAINE

<TABLE>
<CAPTION>
                                                       2003            2002
                                                  ------------    -------------
<S>                                               <C>             <C>
Current  Assets                                   $    387,500    $     736,000
Non  Current  Assets                                   389,800          310,000
                                                  ------------    -------------
      Total  Assets                                    777,300        1,046,000

Current  Liabilities                                    11,500          105,000
Non  Current  Liabilities                                    0                0
                                                  ------------    -------------

      Total  Liabilities                                11,500          105,000

Equity                                                 765,800          941,000
                                                  ------------    -------------

      Total  Liabilities  and  Equity                  777,300        1,046,000

Sales                                                1,159,000        1,623,000

Gross  Profit                                          132,800          342,000
Operating  Expense                                     303,500          483,360
                                                  ------------    -------------
      Net  (Loss)                                 $   (170,700)   $    (141,360)
                                                  ============    =============
</TABLE>

On  the  notes  to  the  2002  financial  statements  UEC sales were reported as
$1,642,000  which  included  $19,000  in  value  added tax (VAT) collected.  For
comparison  purposes  the  VAT  has been removed from sales and UEC revenues for
2003  and 2002 are net of tax collected. UEC's equity decreased by $175,200 from
2002  to  2003  which  is  $4,500 more than the 2003 loss of $(170,700) with the
difference  attributed to losses in foreign exchange reported under "Accumulated
Other  Comprehensive  (Loss)"  on  the  balance  sheet.

Loss  Per  Share

The  computation  of  loss  per  share  of common stock is based on the weighted
average  number  of   shares  outstanding.    The  Company  had  net  losses  of
$(2,319,891)  in 2003 and $(1,052,773) in 2002 and accordingly basic and diluted
earnings  per  share  are  the same because any dilutive or potentially dilutive
securities  would  be  antidilutive.

Issuance  of  Shares  for  Services  and  Interest

Valuation  of shares for services and interest is based on the fair market value
of  services  and  the  stated  interest  rates  on  notes  payable.

In  2003 1,645,801 shares were issued in exchange for $742,780 in management and
marketing services.  The cost of the services has been charged to operations and
additional  paid  in  capital  has  been  increased by $741,134 representing the
excess  of  the  cost  of  the  services  over the par value of the common stock
issued.  Also  in  2003  the  Company  issued 178,885 shares of common stock for
interest  on  notes payable to shareholders with the cost charged to operations,
and  additional  paid in capital increased by $119,006 representing the interest
expense  over  the  par  value  of  the  common  stock  issued.

In  2002  244,764  shares were issued in exchange for $181,250 in management and
marketing services.  The cost of the services has been charged to operations and
additional  paid  in  capital  has  been  increased by $181,005 representing the
excess  of  the  cost  of  the  services  over the par value of the common stock
issued.  Also  in  2002  the  Company  issued 430,361 shares of common stock for
interest  on  notes payable to shareholders with the cost charged to operations,
and  additional paid in capital increased by $318,257 representing the excess of
the  interest  expense  over  the  par  value  of  the  common  stock  issued.


                                       27
<PAGE>

Preferred  Stock

On  December  28,  1995  the Company authorized the issuance of 75,669 shares of
Series  A  preferred  stock,  $10.00  face  amount,  .001 par value which paid a
cumulative  dividend  on  net corporate profit equal to 8% of the face amount of
the outstanding stock.  If the Company does not realize profits, preferred stock
dividends  are  not  accruable.  Such preferred Series A stock is preferred over
all  common  stock  in the event of corporate liquidation and dissolution to the
extent  of  its  unredeemed  face  amount.

On  September  29, 2000 the Board of Directors approved converting all preferred
shares  outstanding  to  common  stock.  In  2001  75,669  preferred shares were
converted  to  1,210,704  common  shares  as  compensation  for  unpaid services
recorded  at  $756,690  in  compensation  expense  with corresponding entries to
common  stock  and  paid  in  capital.

Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual  results  could  differ  from  those  estimates.

Accounting  Pronouncements  Adopted

During  2003,  the  Financial  Accounting  Standards  Board issued the following
statements  of  financial  accounting  standards  (SFAS).

     (1)  SFAS  No.  145 - Debt Extinguishment, Sale-Leasedback, Rescind FASB 44
     (2)  SFAS  No.  146  -  Costs  Associated  with Exit or Disposal Activities
     (3)  SFAS  No.  147  -  Acquisitions  of  Certain  Financial  Institutions
     (4)  SFAS  No.  148  -  Stock-Based  Compensation
     (5)  SFAS No. 149 - Derivative Instruments & Hedging Activities, Amend FASB
          133
     (6)  SFAS  No.  150  -  Financial  Instruments  with  Characteristics  of
          Liabilities,  Equity  or  Both

Adoption  of  SFAS  No.  145 (Debt Extinguishment) and SFAS No. 148 (Stock-Based
Compensation)  will  not  have  a  material  effect  on  the Company's financial
position,  results  of  operations,  or  on  disclosures  within  the  financial
statements.  In  2003  the  Company negotiated a settlement to reduce previously
expensed  legal  fees  totaling  $77.860  which  is  included  in  general  and
administrative  expenses  on the Statement of Operations.  Prior to the adoption
of  SFAS 145 debt extinguishments would have been classified as an extraordinary
gain but because this has occurred at other times it is presented as a reduction
in  operating  expenses.

During  2002,  the  Financial  Accounting  Standards  Board issued the following
statements  of  financial  accounting  standards  (SFAS).  Adoption  of  these
standards  did  not have a material effect on the financial position, results of
operations,  or  on  disclosures  within  the  financial  statements.

     (1)  SFAS  No  142  -  Goodwill  and  Intangible  Assets
     (2)  SFAS  No  143  -  Retirement  of  Tangible  Long  Lived  Assets
     (3)  SFAS  No  144  -  Impairment  on  Disposal  of  Long  Lived  Assets

Income  Taxes

The  Company  records  its  income tax provision in accordance with Statement of
Financial  Standards  No.  109,  "Accounting  for  Income  Taxes."  (See Note 3)


                                       28
<PAGE>




                                     NOTE 2
                BASIS OF PRESENTATION AND CONSIDERATIONS RELATED
                     TO CONTINUED EXISTENCE (GOING CONCERN)


The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal course of business.  The Company incurred a net
loss  of  $(2,319,891) for the year ended December 31, 2003 and $(1,052,773) for
the  year ended December 31, 2002 and these factors combined with prior year net
losses  raises  substantial  doubt  as  to  the Company's ability to obtain debt
and/or  equity  financing  and  achieve  profitable  operations.


The  Company's  management  intends  to raise additional operating funds through
equity  and/or  debt offerings and the sale of technologies.  However, there can
be  no  assurance  management will be successful in its endeavors.  The possible
consequences  of not obtaining additional funds either through equity offerings,
debt  offerings,  or  sale  of technologies is that there will not be sufficient
money to fund the capital projects required to earn long term revenues.  A major
component of planned future operations involves the construction of animal waste
and  disposal  facilities  for either sale and/or lease and these activities are
only  possible from outside financing.  In 2002 the company began carbon dioxide
separator  equipment  installation  at the Chastang landfill in Mobile, Alabama.
By  the  end of 2003 the Company invested $1,450,490 in carbon dioxide separator
equipment  with  installation  completed  during  the  first  quarter  of  2003.
Included  in  this  amount  are  $206,749  in  payables  owed   to  the  Ukraine
manufacturer  and as of the date of this audit report no sustained production of
methane gas processing has occurred nor has any gas been sold.  It is determined
that  if  additional  funds  are  required to upgrade the system the possibility
remains that the process will still not meet Mobile Gas specifications and if so
it  will  be necessary to move the equipment from the Chastang landfill.  Should
this  occur it is unclear if any future carbon dioxide projects will be possible
and  if  so  the  continued  existence of the Company will depend on live tissue
bonding  and  anaerobic  farm  waste  technology  sales.


The  possible consequences of not obtaining additional financing for either farm
waste  disposal,  tissue  bonding  research,  and/or carbon dioxide projects are
operations  ceasing  resulting  in  liquidation  of  the  Company.

                                     NOTE 3
                                  INCOME TAXES

The  Company  records  its  income tax provision in accordance with Statement of
Financial  Accounting  Standards  No.  109,  "Accounting for Income Taxes" which
requires  the  use  of  the  liability  method of accounting for deferred income
taxes.

With the Company not generating taxable income since inception, no provision for
income  taxes  has  been  provided.  At  December  31,  2003  net operating loss
carryforward  will  exceed  $5,000,000  making it reasonably uncertain if any of
these  loss  carryforwards  will  result  in  tax  benefits.

                                     NOTE 4
                    INVESTMENT - UNITED ENGINEERING COMPANY

At  December  31,  1999  the  Company was a 50% owner of UEC, a Ukraine and U.S.
joint stock company registered under the laws of Ukraine. The other 50% of UEC's
equity  was  owned  by  several Ukraine organizations one of which was the State
Property  Fund  of  Ukraine.  UEC  is  a Ukraine closed joint stock company with
foreign investment, the Company being the foreign investor, that holds a Ukraine
license to perform classified and secret construction works relating to projects
that  are  in  the  Ukraine national security sector. To complete its authorized
capital  during the year ending December 31, 2000, approximately 9 UEC employees
were  given  the   opportunity   to  purchase  stock  and   paid  26,100  gryvna
(approximately  $4,760 U.S. dollars) for 5,000 shares.  The sale of stock to its


                                       29
<PAGE>

employees completed the full complement of its 20,000 registered shares that was
authorized  by  UEC  with  the  Company  owning 6,666 shares or 33.3% ownership.
Although  the  Company now owns only a 33.3% interest in UEC all major decisions
require  a 75% stockholder approval which enables CSMG to have an active role in
setting  policy.  For  the  year ended December 31, 2003 UEC in U.S. dollars had
revenues  of  $1,159,000,  assets  of $777,300, liabilities of $11,500 and a net
worth  of  $765,000.  For  the  year  ended  December  31,  2002  revenues  were
$1,623,000,  assets  were $1,046,000, liabilities were $105,000 with a net worth
of  $941,000.

A  portion  of  investment,  which is included in the UEC investment account, is
considered a Founders Fund and has special priority in the event of liquidation.
In  1994  the  Company  made  its  original  investment  in  UEC  which included
contributing  $73,843  in  autos,  equipment and furniture.  The Company and UEC
agreed  that  in  the  event  of UEC liquidating, $73,843 would be repaid to the
Company  in  preference  to all creditors.  As an incentive to encourage foreign
investment,  the  Ukraine  government  has  guaranteed  repayment  if,  upon
liquidation,  UEC  has  insufficient  funds  to  do  so.  This  special  funding
arrangement continues to exist and for presentation purposes is included as part
of  the  UEC  investment  account  on  the  balance  sheet.

                                     NOTE 5
                                  SUBSIDIARIES:
                                CSMG GASTECH, LLC
                           ANAEROBIC FARM WASTE, INC.
                            LIVE TISSUE CONNECT, INC.

In  2001  CSMG Gastech, LLC was formed in which the Company owns 89.7% interest.
The  consolidated  financial  statements  show  $206,000  in  Membership Capital
representing  the investment of 8 members.  CSMG Gastech, LLC is a Texas Limited
Liability  Company  formed  February  15,  2001  to  produce  landfill  gas  for
commercial  sale.

Anaerobic Farm Waste, Inc. is an Oklahoma corporation formed January 12, 2000 to
sell  anaerobic  farm  waste  technologies  primarily  to  the United States and
Canadian  markets.  With  2002  and  2003  efforts  focused  primarily on carbon
dioxide  and  tissue  connecting  activities,  farm  waste disposal efforts were
primarily  devoted  to  establishing  contacts   and  providing  information  to
potential  users  of its technology.  Anaerobic Farm Waste, Inc. is 100% Company
owned.

Live  Tissue  Connect,  Inc.  is  a  Delaware  corporation  formed May 22, 2002.
Although  the  purpose  of  the  corporation  can  be any lawful act or activity
permitted  for Delaware corporations, its specific purpose is to develop, market
and  sale  live  tissue  bonding technologies throughout the world.  Live Tissue
Connect,  Inc.  is  86%  Company  owned.

                                     NOTE 6
                          NOTES PAYABLE TO STOCKHOLDERS

Notes  to  shareholders  consist  of 81 short-term (generally one year) interest
bearing  unsecured  notes  with  varying maturity dates the most common interest
rate  being 11% per annum on the unpaid balance. December 31, 2003 notes payable
to shareholders totaled $3,475,802 with interest expense of $509,118 as follows:
<TABLE>
<CAPTION>
<S>                                                   <C>
          a.  Cash  paid  to noteholders              $   13,930
          b.  Common stock  issued  for  interest        119,185
          c.  Accrued  interest  through  12/31/03       305,879
                                                      ----------
                                                      $  438,994
                                                      ==========
</TABLE>

December 31, 2002 notes payable to shareholders totaled $2,492,039 with interest
expense  of  $359,879  as  follows:

<TABLE>
<CAPTION>
<S>                                                   <C>
          a.  Cash  paid  to noteholders              $   13,930
          b.  Common stock  issued  for  interest        318,687
          c.  Accrued  interest  through  12/31/02        27,262
                                                      ----------
                                                      $  359,879
                                                      ==========
</TABLE>


                                       30
<PAGE>

The  Company  currently owes Stonegate Management $762,115 in past due principal
and  interest  as  of December 31, 2003.  Specifically, four notes with original
principals of $362,000, $100,000, $53,000 and $115,000 (total $630,000) all came
due  in  2002  and  the  Company's  attorney  is  currently in negotiations with
Stonegate  to  restructure  a  repayment  schedule.  At the date of this audit a
revised  payment  schedule  on  restructuring  agreement has not been finalized.

Subsequent  Events


On  March  2,  2004  a  default judgement was entered against the Company in the
amount  of  $32,091 in favor of Bagby & Russell Electric Company.  The judgement
is  a  result  of  an unpaid invoice for electrical work performed pertaining to
installing  carbon  dioxide  equipment  at Chastang landfill in Mobile, Alabama.
The  original  amount  was  $48,000  and, although the Company made payments and
offered  to  pay  $5,000  per  month,  it  was  rejected.


                                     NOTE 7
                                  STOCK OPTIONS


At the beginning of 2003 there were 1,500,000 stock options outstanding with the
following  plan  provisions:

<TABLE>
<CAPTION>
                 Option  Period    Original                                                           Market
                     From           No  of            Options        Options             Option      Price  at
Plan  Date        Grant  Date      Options             Issued       Exercised             Price     Grant Date
----------       ---------------  ---------    ------------------   ----------             ------   ----------
<S>              <C>              <C>          <C>                  <C>                   <C>         <C>
12/31/98         10  years;       1,500,000    850,000 on 1/31/98                         .165/Sh     .15/Sh
                 5  years  if                  215,000 on 1/28/00                         .280/Sh     .25/Sh
                 optionee  owns                435,000 on 9/28/00                         .330/Sh     .30/Sh
                 more than 10% of                                   850,000 on 12/30/03   .165/Sh     .40/Sh
                 voting stock at
                 time of grant

5/8/03           10  years; 5     1,000,000    865,000 on 5/8/03                          .605/Sh     .55/Sh
                 years if optionee
                 owns more than
                 10% of voiting
                 stock at time of
                 grant

Total  options  outstanding  at  December  31,  2003:
12/31/1998  plan                    650,000
5/8/2003  plan                      865,000
                                  ---------
     Total                        1,515,000
</TABLE>


At  the end of December 2003, 850,000 stock options were exercised at the option
price  of  .165.  Each officer was given 425,000 shares of stock in exchange for
reducing  liabilities  and returning 80,713 shares of CSMG stock to the treasury
at  a  price per share of .40.  On December 1, 2003 CSMG stock opened at .35 and
on  December  31,  2003  closed  at  .45.  Compensation  expense of $199,750 was
recorded which represents the excess of the option price, .165 over market value
..40  reduced  by  $107,965  in  satisfaction  of  liabilities  and  $32,285  in
surrendered  stock.  Par  value  capital stock was increased by $850 and paid in
capital  increased  by  $339,150.


                                     NOTE 8
                                REVISION TO NOTES

Subsequent  to  the  issuance  of the Company's financial statements and notes a
revision  to  Note  2  became  necessary   to  indicate  that  the  methane  gas
specifications  are  those of Mobile Gas and not the city of Mobile.  The second
paragraph  of  Note  2  has been revised to indicate this change.  Additionally,
Note  7  has  been  revised to indicate the issue dates and exercise date of the
December  31,  1998  stock  options.  Note  7  also corrects the number of stock
options outstanding at the beginning of 2003, the number of stock options issued
and  the  number  of  stock  options  outstanding  at  December  31,  2003.

These  notes  do  not  require  the  originally filed financial statements to be
changed  and  accordingly  have no effect on the originally presented (loss) per
share  of  $(.30)  in  2003  and  $(.16)  in  2002.


                                       31


<PAGE>

ITEM  9.  DIRECTORS,   EXECUTIVE   OFFICERS,  PROMOTERS   AND   CONTROL PERSONS;
          COMPLIANCE  WITH  SECTION  16(a)  OF  THE EXCHANGE  ACT

     Set forth below are the names and terms of office of each of the directors,
executive officers and significant employees of the company and a description of
the  business  experience  of  each.

<TABLE>
<CAPTION>
                                                                      Director's
                                                        Director        Term
      Person                 Positions  and  Offices      Since        Expires
      ------                 -----------------------    --------      ----------
<S>                          <C>                          <C>           <C>
Esmeralda G. Robbins,  59    Chairman  of the Board       1992          2004
                             of  Directors

Donald  S.  Robbins,  59     President,  Chief            1992          2004
                             Executive  Officer  and
                             Director

Gordon  W.  Allison,  77     Executive Vice Presi-        1992          2004
                             dent,  Chief  Financial
                             Officer,  Secretary  and
                             Director

James  Workman,  76          Director                     1998          2004

Robert  Jay  Machen, 72      Director                     2003          2004

Carl  Pojezny,  52           Director                     2003          2004

David  R.  Selby,  60        Director                     2003          2004

Conrad  Derdeyn,  70         Director                     2003          2004
</TABLE>

     Esmeralda  G.  Robbins.  From  1979  to 1993 Mrs. Robbins worked as Product
Consultant  and  Salon  Coordinator  for  Corpus Christi Beauty Supply, a family
owned  business  that  covered   a  500-mile  radius.   Mrs.  Robbins  consulted
boutiques,  beauty,  and  barber  salons  providing  the  equipment and products
necessary  for  them to start a new salon.  Working with furniture manufacturers
and  product  technicians she also coordinated large-scale seminars to introduce
shop  owners and their employees to new products and ideas to improve and update
their  services.  Mrs.  Robbins  would also oversee the day-to-day operations of
the  business  along with other family members.  In 1993 the business was closed
due  to  the  declining  health  of  elder  family  members.  Mrs. Robbins is an
original  founder  of  Consortium  Service  Management  Group  and  has been its
Chairman  of  the  Board  since  1992.  She has worked full time for the company
since  1993.  She  is the spouse of Donald S. Robbins, president of the company.

     Donald S. Robbins, President and Chief Executive Officer.  Mr. Robbins is a
founder  of  our  company  and  currently  serves  as President, Chief Executive
Officer  and  Board  Member.  Mr.  Robbins  has  been instrumental in developing
relationships  with the company's foreign and domestic partners and oversees the
management  of  the  company,  as  well  as  any  new  technology  acquisitions,
evaluation  and  investment.  These  acquisitions have included state of the art
technologies, such as Live Soft Biological Tissue Bonding for humans and animals


                                       32
<PAGE>

and  CO2  separation  technologies  for  landfill gas and anaerobic animal waste
processing.  Prior  to  founding  our  company,  Mr.  Robbins  gained  extensive
experience  in  the  financial  services and insurance industries, where he held
numerous  licenses  such  as   Registered  Investment  Advisor  and   Registered
Principal.  He  was nationally recognized in the financial services industry and
has  lectured in public seminars as well as industry related symposiums.  During
his  22  years in the financial services industry, Mr. Robbins has received over
140  awards  and  honors  including  numerous  "Man  of  the  Year"  awards from
multinational  financial  service  and insurance companies.  Mr. Robbins is also
President and CEO of Live Tissue Connect, Inc. and Chairman and CEO of Anaerobic
Farm Waste, Inc., both of which are subsidiaries of our company.  Mr. Robbins is
on the Supervisory Council of United Engineering Company and serves as a foreign
member  of the International Association of Welding of the E. O. Paton Institute
of Electric Welding National Academy of Sciences of Ukraine.  He devotes all his
time  to  the affairs of our company.  Mr. Robbins is the spouse of Esmeralda G.
Robbins,  the  chairman  of  our  board  of  directors.

     Gordon  W.  Allison,  Executive Vice President and Chief Financial Officer.
Mr.  Allison  is  a  founder  of  our  company  and serves as its Executive Vice
President, Chief Financial Officer and Board Member.  Mr. Allison is responsible
for  the  company's  public  regulatory issues and coordination, as well as U.S.
operations  when  Mr.  Robbins is out of the country. Mr. Allison also serves as
President  of  Anaerobic  Farm  Waste,  Inc.,  where  he  is responsible for the
company's  everyday  operations.  Mr.  Allison  has an exceptional track record,
with over 35 years in the insurance services industry, of which 28 years were in
executive  management level positions for public companies.  Mr. Allison is also
Secretary  Treasurer  and  CFO of Live Tissue Connect, Inc., a subsidiary of our
company.  Mr.  Allison  served  as  a  bank  director and served as a Trustee of
Oklahoma City University for 21 years.  He has received a number of industry and
public service honors and awards.  He devotes all his time to the affairs of our
company.

     James  Workman.  An  agriculture entrepreneur and expert, James Workman has
spent  his  entire  working  life  in agriculture projects.  For 35 years he has
operated  and  owned  several thousand acres of farming.  He retired in 1993 and
sold his 26,000-acre farming operation in Mississippi specializing in soy beans,
rice, cotton, corn and wheat.  Prior to moving to Mississippi, James Workman had
operated  a  10,000-acre farm operation in Arkansas for a German company farming
rice,  cotton,  corn  and  soy  beans.  He  specialized  in  land clearing, land
precision leveling, drainage and irrigation for the German company.  Mr. Workman
has  worked  part  time  with  Consortium Service Management Group since January
1993.

     Robert Jay Machen.  Mr. Machen, a graduate of Auburn University, is a civil
engineer.  After several years early experience in building dams and bridges, he
was  employed  from  1964 to August 1997 by McDermott International, Inc., a New
Orleans-based energy services company serving the energy and power industry.  He
held  positions  as  vice  president  and  general  manager  for  fabrication of
off-shore  installations  in  the  Gulf of Mexico, the British North Sea and the
Western  Hemisphere  outside  the  U.S.  He  also  held positions as Senior Vice
President  for  Government  Relations in Washington, D.C. and as the Senior Vice
President and Chief Representative for corporate sales efforts in Russia, China,
Taiwan  and  Hong  Kong.  From  October  1997  to  the present he has acted as a
director  and  adviser  to  MODEC  International  of  Houston,  Texas, a leading
provider of floating production and storage systems and platforms on legs to the
offshore  petroleum  industry  around  the  world.

     Carl  Pojezny.  Mr.  Pojezny,  a graduate of Oklahoma State University, has
been  self-employed  since  1979  under  the  entity  Carl  Pojezny  Enterprises


                                       33
<PAGE>

specializing  in  commercial  income-producing real property.  His work involves
the  development,  construction management, sales and leasing of commercial real
estate.  Since  1979  he  has  been and is the president of Eastmoor Industries,
Inc.,  the general partner of Eastmoor Shopping Center, Ltd. which owns a 52,000
square-foot  shopping  center in Moore, Oklahoma,  Since 1983 he has been and is
the president of Chickasha Shopping Center, Inc. and managing general partner of
Grandview,  Ltd.,  which owns a 73,000 square foot shopping center in Chickasha,
Oklahoma,  Since  1986  he  has  been  and  is  the  president of Property Asset
Management,  Inc.,  a  H.U.D.-certified  Oklahoma company for the management and
marketing  of  commercial  and  residential  real properties that become held by
H.U.D.  Since  1986  he  has  been and is the president of Instar Corporation, a
successor  to  a  reorganized  Chapter  11  company,  Pepco,  Inc,.   that  owns
multifamily  and commercial real property once valued in excess of $130 million.
Since  1984 Mr. Pojezny has been appointed and served as receiver in federal and
state  courts  throughout  Oklahoma  in 39 separate cases involving all types of
commercial  real  properties,  single-family  dwellings  and  undeveloped  land.

     David  R.  Selby.  Mr.  Selby  has degrees in economics from Oklahoma State
University and a graduate degree in Health Administration from the University of
Oklahoma.  Since  1994 he has been employed as president of Selby and Associates
in Oklahoma City, a health care systems consulting firm that provides management
and technical consultations to Indian Tribal Organizations in the management and
operation  of  health delivery systems for specific beneficiaries.  From 1990 to
1993  he  was employed in Oklahoma City as the director of the Oklahoma Regional
Development  Center  of  the  Indian  Health Services.  From 1984 to 1990 he was
employed  in  Oklahoma City as the Chief, Program Analysis and Statistics Branch
for  the Oklahoma Area Indian Health Services.  Prior to 1984 he was employed in
various  capacities, primarily of a statistical, planning and evaluation nature,
for the Oklahoma Area Indian Health Services in Oklahoma City and for the United
States  Public  Health  Service  Regional  Office  in  Kansas  City,  Missouri.

     Conrad  Derdeyn.  Mr.  Derdeyn  has  degrees  in civil engineering from the
University  of Texas at Austin.  In addition to being employed from 1963 to 2002
by  Caterpillar,  Inc.,  and  its   affiliated  companies,  which   are  leading
manufacturers of heavy earthmoving, mining, pipeline and construction equipment,
he  served  from  1956  to  1994  in  the  Transportation Corps of the U.S. Army
Reserves, retiring with the rank of colonel.  His positions with Caterpillar and
its  affiliates  were Manager, Special Projects (1963-1965); Construction Market
engineer   for   mines,   pipelines  and  dams  (1965-1969);  Supervisor,  Heavy
Construction  (1969-1970);  Manager  of  Pipeline Market Sales, Finning Tractor,
Vancouver,  B.C.  (1970-1972); Marketing Engineer, Peoria, Illinois (1972-1973);
Area  Director,  Caterpillar Overseas, Madrid, Spain (1973-1975); Sales Manager,
Caterpillar  Brazil,  San  Paulo  Brazil (1975-1979); Manager of CONEXDO 1981, a
worldwide  construction  industry  exposition  held every six years (1980-1981);
Manager,  Caterpillar,  Inc.'s Southwest Division (1981-1983); District Manager,
Caterpillar,  Inc.'s  Gulf  Coast  Area  (1982-1999);  and Manager, Caterpillar,
Inc.'s  Pipeline  Division  (1998-2002).

     Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act.
     ---------------------------------------------------------------------

     Based  solely upon a review of Forms 3 and 4 furnished to the company under
Rule  16a-3(e) of the Securities Exchange Act during its most recent fiscal year
and Forms 5 furnished to the company with respect to its most recent fiscal year
and any written representations received by the company from persons required to
file  such  forms,  the  following  persons  -  either  officers,  directors  or


                                       34
<PAGE>

beneficial owners of more than ten percent of any class of equity of the company
registered  pursuant  to  Section  12 of the Securities Exchange Act - failed to
file  on  a  timely  basis  reports  required by Section 16(a) of the Securities
Exchange  Act  during  the  most  recent  fiscal  year  or  prior  fiscal years:
<TABLE>
<CAPTION>
                                                                        No. of Failures
                                                 No. of Transactions       to File a
                         No. of Late Reports     Not Timely Reported     Required Report
                         -------------------     -------------------    ----------------
<S>                             <C>                     <C>                    <C>
Esmeralda G. Robbins            None                    None                   None
Donald S. Robbins               None                    None                   None
Gordon W. Allison               None                    One                    One
James Workman                   None                    None                   None
</TABLE>

ITEM  10.  EXECUTIVE  COMPENSATION

     Set  forth  below  is  the aggregate compensation during fiscal years 2001,
2002,  and  2003  of  the  chief  executive  officer of the company.  During the
period,  no executive officer of the company received compensation that exceeded
$100,000.
<TABLE>
<CAPTION>

            Name                 Fiscal Year  Annual Salary   Other Compensation
            ----                 -----------  -------------   ------------------
<S>                                  <C>        <C>                <C>
Donald S. Robbins, President         2003       $  49,063          $       0
Gordon Allison, Exec. Vice Pres.     2003       $  32,000          $       0
Donald S. Robbins, President         2002       $  69,514          $       0
Gordon Allison, Exec. Vice Pres.     2002       $  32,356          $       0
Donald S. Robbins, President         2001       $  99,678          $ 438,222
Gordon Allison, Exec. Vice Pres.     2001       $  48,500          $ 317,333
</TABLE>

     Stock  Options.  Set forth below is information concerning each exercise of
stock  options  during  the  last  fiscal  year  by  each of the named executive
officers  and  the fiscal year-end values of unexercised options, provided on an
aggregated  basis:
<TABLE>
<CAPTION>
                                                No.  of  Shares
                                                  Underlying         Value  of  Unexercised
                                             Unexercised  Options        In-the-Money
                       Shares                   at  FY-End            Options  at  FY-End
                      Acquired     Value        Exercisable/              Exercisable/
       Name        or Exercised   Realized      Unexercisable             Unexercisable
       ----        ------------   --------   --------------------    ----------------------
<S>                      <C>          <C>          <C>                       <C>
Donald S. Robbins        425,000      $121,125     225,000/0                 0/0
Gordon W. Allison        425,000      $121,125     225,000/0                0/0
</TABLE>

     2003  Stock Option Plan.  The following options were granted on May 8, 2003
to  the  following  persons:
<TABLE>
<CAPTION>
                                        No.  of  Shares                                Market  Value  at  Year  End
                                        Underlying         Exercise     Expiration      of  In-the-Money  Options
Name  and Position                      the  Options       Prices       Dates           Exercisable/Unexercisable
------------------                      ---------------    --------     ----------     ----------------------------
<S>                                     <C>                <C>           <C>                     <C>
Donald S. Robbins, CEO and Director     225,000            $0.605        05-08-08                $0/0
Gordon W. Allison, CFO and Director     225,000            $0.605        05-08-08                $0/0
James Workman, Director                  50,000            $0.55         05-08-13                $0/0
Ernest Stern, consultant                 50,000            $0.55         05-08-13                $0/0
K. Bruce Jones, consultant              100,000            $0.55         05-08-13                $0/0
Charles Hanor, consultant                50,000            $0.55         05-08-13                $0/0


                                       35
<PAGE>

Thomas J. Kenan, attorney                50,000            $0.55         05-08-13                $0/0
Sherie S. Adams, consultant              15,000            $0.55         05-08-13                $0/0
Herman Hohauser, attorney               100,000            $0.55         05-08-13                $0/0
</TABLE>


     Directors  of  the  company  receive  no compensation for their services as
directors.


ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  table  below sets forth, as of December 31, 2003, the number of shares
of  Common  Stock of the company beneficially owned by each officer and director
of  the  company,  individually  and as a group, and by each person known to the
company  to  be  the  beneficial  owner  of more than five percent of the Common
Stock.
<TABLE>
<CAPTION>
                                                   Number  of
                                                   Shares  of
     Name  and  Address                            Common  Stock      Percent
     ------------------                           --------------      -------
<S>                                                <C>                 <C>
     Esmeralda  G.  Robbins(1)                       300,000            3.3
     701  CCNB  North  Tower
     500  North  Shoreline
     Corpus  Christi,  TX  78471

     Donald  S.  Robbins(1)                        1,599,752           17.5
     701  CCNB  North  Tower
     500  North  Shoreline
     Corpus  Christi,  TX  78471

     Gordon  W.  Allison                           1,122,506           12.3
     12205  Maple  Ridge  Road
     Oklahoma  City,  Oklahoma  73120

     James  Workman                                  120,000            1.3
     1826  War  Eagle  Street
     North  Little  Rock,  AR  72116

     David  Selby                                     75,000              *
     14913  Jefferson  Lane
     Oklahoma  City,  OK  73134

     Robert  Machen                                   84,000              *
     5327  Westerdale  Drive
     Fulshear,  TX  77441



                                       36
<PAGE>

     Conrad  Derdeyn                                  44,000              *
     11554  Spicewood  Parkway
     Austin,  TX  78750-2602

     Carl  Pojezny                                    64,800              *
     5900  Mosteller  Drive,  Ste.  1700
     Oklahoma  City,  OK  73112

     Officers  and  Directors                      3,410,058           37.3
     as  a  group  (8  persons)
     --------------------------
</TABLE>

*     Less  than  one  percent.
(1)   Esmeralda  G.  Robbins  and  Donald  S.  Robbins  are  wife and husband.

Changes  in  Control
--------------------

     There  are  no  arrangements which may result in a change in control of the
company.

ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     There  have  been  no  transactions  during the past two years, or proposed
transactions,  to  which  our  company  was  or  is  to be a party, in which any
director,  executive  officer,  nominee  for election as a director, a holder of
more  than  five  percent  of  our voting stock or any member of their immediate
family  had  or  is  to  have  a  direct  or  indirect  material  interest.

ITEM 13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

     The following exhibits are filed, by incorporation by reference, as part of
this  Form  10-KSB:

     Exhibit  No.                    Description
     ------------                    -----------

           3          -     Amended  and  Restated  Articles of Incorporation of
                            Consortium  Service  Management  Group,  Inc.*

           3.1        -     Bylaws  of   Consortium  Service  Management  Group,
                            Inc.*

          10          -     Founders'  Agreement  of United Engineering Company*

          10.1        -     Statutes  (Bylaws)  of United Engineering Company*

          10.2        -     Agreement  of   April  24,  1996  between Consortium
                            Service Management Group, Inc. and The L Group, Inc.
                            concerning tissue bonding technology* (rescinded  in
                            January  2000)

                                       37
<PAGE>

          10.3        -     Agreement   of   July  9,  1996  between  Consortium
                            Service  Management  Group, Inc.  and  International
                            Welding concerning tissue bonding  technology*

          10.4        -     Agreement   among   Consortium   Service  Management
                            Group,  Inc., United Engineering Company and Ivan V.
                            Semenenko, the inventor of the anaerobic farm  waste
                            technology*

          10.5        -     Agreement  of  June 9, 1998 among Consortium Service
                            Management  Group, Inc.,  The  Sumy  Frunze  Machine
                            Building  Science  and  Production Association,  and
                            United Engineering Company  concerning the anaerobic
                            farm waste technology*

          10.6        -     Agreement  between  Consortium   Service  Management
                            Group,  Inc.  and  Western  Waste  Management,  Inc.
                            concerning the anaerobic farm waste  technology*

          10.7        -     Agreement  between  Consortium   Service  Management
                            Group,  Inc.   and  Aardema  Dairy  concerning   the
                            anaerobic farm waste technology*

          10.8        -     Agreement  between  Consortium   Service  Management
                            Group, Inc. and John  and  Ruth  Beukers  concerning
                            the anaerobic farm waste technology*

          10.9        -     Agreement  of  December  1998 between  International
                            Welding Association of  Kiev, Ukraine and Consortium
                            Service Management Group, Inc. concerning the carbon
                            dioxide  separator  technology*

          10.10       -     Operating  Agreement   of   June  14,  2001  between
                            Consortium  Service  Management  Group,  Inc.    and
                            Resource Technology Corporation***

          10.11       -     Contract  Agreement   Effective   August  14,   2000
                            between        Consortium     Service     Management
                            Group/Anaerobic   Farm Waste   Co.    and    Rondeau
                            Anaerobic***

          10.12      -     Contract     IAW-USA    002-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine  and  Consortium  Service Management
                           Group,  Inc.***

          10.13      -     Contract    IAW-USA     003-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine  and  Consortium  Service Management
                           Group,  Inc.***



                                       38
<PAGE>

          10.14      -     Contract    IAW-USA     004-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine and  Consortium  Service  Management
                           Group,  Inc.***

          10.15      -     Contract    IAW-USA     005-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine  and  Consortium  Service Management
                           Group,  Inc.***

          10.16      -     Contract    IAW-USA     006-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine  and  Consortium  Service Management
                           Group,  Inc.***

          10.17      -     Contract    IAW-USA     007-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine  and  Consortium  Service Management
                           Group,  Inc.***

          10.18      -     Contract    IAW-USA    008-PR  between  International
                           Association Welding,  Kiev,  Ukraine  and  Consortium
                           Service Management Group, Inc.***

          10.19      -     Natural  Gas  Purchase Agreement  of  June  20,  2000
                           between  Texas  Energy  Transfer  Company,  Ltd.  and
                           Resource Technology Corp.****

          10.20      -     Agency  Agreement   between   Joint   Stock   Company
                           "Sumy Frunze Machine-Building Science and  Production
                           Association"  of  Ukraine  and   Consortium   Service
                           Management  Group,  Inc.+

          10.21       -    2003  Stock  Option  Plan adopted  by  the  board  of
                           directors of  Consortium  Service  Management  Group,
                           Inc.++

          16          -    Letter  dated January 29, 2000 from Jaak (Jack) Olesk
                           to Consortium  Service  Management  Group,  Inc.  Re:
                           Termination as Auditor**

          31          -    Certification  of Chief Executive Officer pursuant to
                           18  U.S.C.   Section  1350,   as adopted  pursuant to
                           Section 302 of the Sarbanes-Oxley Act  of  2002.



                                       39
<PAGE>

          31.1        -    Certification  of Chief Financial Officer pursuant to
                           18  U.S.C.  Section  1350,  as  adopted  pursuant  to
                           Section  302  of  the Sarbanes-Oxley  Act  of  2002.

          32          -    Certification  of Chief Executive Officer pursuant to
                           18 U.S.C.  Section 1350,   as  adopted  pursuant   to
                           Section 906 of the Sarbanes-Oxley Act  of  2002.

          32.1        -    Certification of  Chief Financial Officer pursuant to
                           18  U.S.C.  Section  1350,  as  adopted  pursuant  to
                           Section  906  of  the Sarbanes-Oxley  Act  of  2002.

          99          -    Ukraine  Ministry  of   Health,   State   Department,
                           Certificate  of  State Registration  No.  1105-193***


     *Previously filed with Form 10-SB; Commission File No. 0-27359 incorporated
     herein.

     **Previously  filed with Amendment No. 1 to Form 10-SB; Commission File No.
     0-27359  incorporated  herein.

     ***Previously filed with Amendment No. 2 to Form 10-SB; Commission File No.
      0-27359  incorporated  herein.

     ****Previously  filed  with  Amendment  No. 1 to Form 10-QSB for the period
     ended  September  30,  2002;  Commission   File  No.  0-27359  incorporated
     herein.

     +Previously  filed  with  Form 10-KSB for the year ended December 31, 2002;
     Commission  File  No.  0-27359  incorporated  herein.

     ++Previously filed with Amendment No. 1 to Form 10-QSB for the period ended
     March  31,  2003;  Commission  File  No.  0-27359  incorporated  herein.

(b)  Reports  on  Form  8-K

     None


Item 14.  Controls  and  Procedures

     Evaluation of disclosure controls and procedures.  We maintain controls and
procedures  designed to ensure that information required to be disclosed in this
report  is  recorded, processed, accumulated and communicated to our management,
including  our chief executive officer and our chief financial officer, to allow
timely decisions regarding the required disclosure.  Within the 90 days prior to
the  filing  date  of this report, our management, with the participation of our
chief  executive  officer and chief financial officer, carried out an evaluation


                                       40
<PAGE>

of  the  effectiveness  of the design and operation of these disclosure controls
and  procedures.  Our  chief  executive  officer  and  chief  financial  officer
concluded,  as  of  fifteen  days  prior to the filing date of this report, that
these  disclosure  controls  and  procedures  are  effective.

     Changes  in  internal  controls.  Subsequent  to  the  date  of  the  above
evaluation,  we made no significant changes in our internal controls or in other
factors  that  could  significantly  affect  these controls, nor did we take any
corrective  action,  as  the  evaluation revealed no significant deficiencies or
material  weaknesses.































                                       41
<PAGE>

                                   SIGNATURES


     In accordance with Section 15(d) of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

                                CONSORTIUM  SERVICE  MANAGEMENT  GROUP,  INC.


                                By:/s/  Donald  S.  Robbins
Date:  May  5,  2004               ---------------------------------------------
                                   Donald  S.  Robbins,  Chief Executive Officer

     In  accordance  with  the  Exchange Act, this report has been signed by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.


                                /s/  Donald  S.  Robbins
Date:  May  5,  2004               ---------------------------------------------
                                Donald  S.  Robbins,  President,  Chief
                                     Executive  Officer  and  Director


                                /s/  Esmeralda  G.  Robbins
Date:  May  5,  2004               ---------------------------------------------
                                    Esmeralda  G.  Robbins,  Chairman  of  the
                                      Board  and  Director


                                /s/  Gordon  W.  Allison
Date:  May  5,  2004               ---------------------------------------------
                                   Gordon  W.  Allison,  Chief Financial Officer
                                     and  Director


                                /s/  James  Workman
Date:  May  5,  2004               ---------------------------------------------
                                   James  Workman,  Director


                                /s/  Robert  Jay  Machen
Date:  May  5,  2004               ---------------------------------------------
                                    Robert  Jay  Machen,  Director



                                       42
<PAGE>

                                /s/  Carl  Pojezny
Date:  May  5,  2004               ---------------------------------------------
                                   Carl  Pojezny,  Director


                                /s/  David  R.  Selby
Date:  May  5,  2004               ---------------------------------------------
                                   David  R.  Selby,  Director


                                /s/  Conrad  Derdeyn
Date:  May  5,  2004               ---------------------------------------------
                                   Conrad  Derdeyn,  Director






















                                       43
<PAGE>

                    Consortium Service Management Group, Inc.
                          Commission File No. 0-27359

                                  EXHIBIT INDEX

                         AMENDMENT NO. 1 TO FORM 10-KSB

                  For the fiscal year ended December 31, 2003


     The following exhibits are filed, by incorporation by reference, as part of
this  Form  10-KSB:

     Exhibit  No.                    Description
     ------------                    -----------

           3          -     Amended  and  Restated  Articles of Incorporation of
                            Consortium  Service  Management  Group,  Inc.*

           3.1        -     Bylaws  of   Consortium  Service  Management  Group,
                            Inc.*

          10          -     Founders'  Agreement  of United Engineering Company*

          10.1        -     Statutes  (Bylaws)  of United Engineering Company*

          10.2        -     Agreement  of   April  24,  1996  between Consortium
                            Service Management Group, Inc. and The L Group, Inc.
                            concerning tissue bonding technology* (rescinded  in
                            January  2000)

          10.3        -     Agreement   of   July  9,  1996  between  Consortium
                            Service  Management  Group, Inc.  and  International
                            Welding concerning tissue bonding  technology*

          10.4        -     Agreement   among   Consortium   Service  Management
                            Group,  Inc., United Engineering Company and Ivan V.
                            Semenenko, the inventor of the anaerobic farm  waste
                            technology*

          10.5        -     Agreement  of  June 9, 1998 among Consortium Service
                            Management  Group, Inc.,  The  Sumy  Frunze  Machine
                            Building  Science  and  Production Association,  and
                            United Engineering Company  concerning the anaerobic
                            farm waste technology*

          10.6        -     Agreement  between  Consortium   Service  Management
                            Group,  Inc.  and  Western  Waste  Management,  Inc.
                            concerning the anaerobic farm waste  technology*


                                        1
<PAGE>

          10.7        -     Agreement  between  Consortium   Service  Management
                            Group,  Inc.   and  Aardema  Dairy  concerning   the
                            anaerobic farm waste technology*

          10.8        -     Agreement  between  Consortium   Service  Management
                            Group, Inc. and John  and  Ruth  Beukers  concerning
                            the anaerobic farm waste technology*

          10.9        -     Agreement  of  December  1998 between  International
                            Welding Association of  Kiev, Ukraine and Consortium
                            Service Management Group, Inc. concerning the carbon
                            dioxide  separator  technology*

          10.10       -     Operating  Agreement   of   June  14,  2001  between
                            Consortium  Service  Management  Group,  Inc.    and
                            Resource Technology Corporation***

          10.11       -     Contract  Agreement   Effective   August  14,   2000
                            between        Consortium     Service     Management
                            Group/Anaerobic   Farm Waste   Co.    and    Rondeau
                            Anaerobic***

          10.12      -     Contract     IAW-USA    002-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine  and  Consortium  Service Management
                           Group,  Inc.***

          10.13      -     Contract    IAW-USA     003-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine  and  Consortium  Service Management
                           Group,  Inc.***

          10.14      -     Contract    IAW-USA     004-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine and  Consortium  Service  Management
                           Group,  Inc.***

          10.15      -     Contract    IAW-USA     005-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine  and  Consortium  Service Management
                           Group,  Inc.***

          10.16      -     Contract    IAW-USA     006-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine  and  Consortium  Service Management
                           Group,  Inc.***


                                        2
<PAGE>

          10.17      -     Contract    IAW-USA     007-PR-19.04.2000     between
                           International  Association  Welding,  Kiev  and  E.O.
                           Paton  Electric  Welding Institute  National  Academy
                           Science  Ukraine  and  Consortium  Service Management
                           Group,  Inc.***

          10.18      -     Contract    IAW-USA    008-PR  between  International
                           Association Welding,  Kiev,  Ukraine  and  Consortium
                           Service Management Group, Inc.***

          10.19      -     Natural  Gas  Purchase Agreement  of  June  20,  2000
                           between  Texas  Energy  Transfer  Company,  Ltd.  and
                           Resource Technology Corp.****

          10.20      -     Agency  Agreement   between   Joint   Stock   Company
                           "Sumy Frunze Machine-Building Science and  Production
                           Association"  of  Ukraine  and   Consortium   Service
                           Management  Group,  Inc.+

          10.21       -    2003  Stock  Option  Plan adopted  by  the  board  of
                           directors of  Consortium  Service  Management  Group,
                           Inc.++

          16          -    Letter  dated January 29, 2000 from Jaak (Jack) Olesk
                           to Consortium  Service  Management  Group,  Inc.  Re:
                           Termination as Auditor**

          31          -    Certification  of Chief Executive Officer pursuant to
                           18  U.S.C.   Section  1350,   as adopted  pursuant to
                           Section 302 of the Sarbanes-Oxley Act  of  2002.

          31.1        -    Certification  of Chief Financial Officer pursuant to
                           18  U.S.C.  Section  1350,  as  adopted  pursuant  to
                           Section  302  of  the Sarbanes-Oxley  Act  of  2002.

          32          -    Certification  of Chief Executive Officer pursuant to
                           18 U.S.C.  Section 1350,   as  adopted  pursuant   to
                           Section 906 of the Sarbanes-Oxley Act  of  2002.

          32.1        -    Certification of  Chief Financial Officer pursuant to
                           18  U.S.C.  Section  1350,  as  adopted  pursuant  to
                           Section  906  of  the Sarbanes-Oxley  Act  of  2002.

          99          -    Ukraine  Ministry  of   Health,   State   Department,
                           Certificate  of  State Registration  No.  1105-193***


     *Previously filed with Form 10-SB; Commission File No. 0-27359 incorporated
     herein.

     **Previously  filed with Amendment No. 1 to Form 10-SB; Commission File No.
     0-27359  incorporated  herein.


                                        3
<PAGE>

     ***Previously filed with Amendment No. 2 to Form 10-SB; Commission File No.
      0-27359  incorporated  herein.

     ****Previously  filed  with  Amendment  No. 1 to Form 10-QSB for the period
     ended  September  30,  2002;  Commission   File  No.  0-27359  incorporated
     herein.

     +Previously  filed  with  Form 10-KSB for the year ended December 31, 2002;
     Commission  File  No.  0-27359  incorporated  herein.

     ++Previously filed with Amendment No. 1 to Form 10-QSB for the period ended
     March  31,  2003;  Commission  File  No.  0-27359  incorporated  herein.

























                                        4