UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

[ ]      Annual  Report  Pursuant  to  Section  13 or  15(d)  of The  Securities
         Exchange Act of 1934

                   For the Fiscal Year Ended December 31, 2003

[ ]      Transition  Report  Pursuant  to Section 13 or 15(d) of The  Securities
         Exchange Act of 1934

                        Commission File Number 000-33315

                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

            Delaware                                             13-3968990
-------------------------------                              -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

            56 West 400 South, Suite #220, Salt Lake City, Utah 84101
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Issuer's telephone no.:  (801) 322-3401

Securities registered pursuant to Section 12(b) of the Exchange Act:   None

Securities registered pursuant to Section 12(g) of the Exchange Act:   Common

         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 the  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. [ ]

         State the issuer's revenues for its most recent fiscal year.  $ -0-

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and ask prices of such stock as of a specified date within 60
days. $ -0- (No reported trades)

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

       Class                                  Outstanding as of April 1, 2004
-----------------------                       -------------------------------
Common Stock, Par Value                                  7,499,480
    $.01 per share

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

Transitional Small Business Disclosure Format.   Yes [ ]   No [ ]


<PAGE>


<TABLE>
<CAPTION>

                                         CONSOLIDATED TRAVEL SYSTEMS, INC.

                                                 TABLE OF CONTENTS

                                                                                                          Page

                                                      PART I

<S>               <C>                                                                                        <C>
Item 1.           Description of Business .......................................................            3

Item 2.           Description of Property........................................................            9

Item 3.           Legal Proceedings..............................................................            9

Item 4.           Submission of Matter to a Vote of Security Holders.............................           10

                                                      PART II

Item 5.           Market for Common Equity and Related Stockholder Matters.......................           10

Item 6.           Management's Discussion and Analysis or Plan of Operation......................           12

Item 7.           Financial Statements...........................................................           15

Item 8.           Changes in and Disagreements with Accountants on Accounting
                     and Financial Disclosure....................................................           16

Item 8A.          Controls and Procedures........................................................           16

                                                     PART III

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

Item 10.          Executive Compensation.........................................................           18

Item 11.          Security Ownership of Certain Beneficial Owners and Management.................           19

Item 12.          Certain Relationships and Related Transactions.................................           19

Item 13.          Exhibits and Reports on Form 8-K...............................................           19

Item 14.          Principal Accountant Fees and Services.........................................           20

                  Signatures.....................................................................          S-1
</TABLE>
                                                        -2-

<PAGE>
                                     PART I

Item 1.       Description of Business

Business Development

     History

     Consolidated  Travel  Systems,  Inc.  was  organized  as  Molecular  Energy
Corporation  on January  31,  1968 under the laws of the State of  Delaware,  to
engage in the business of research,  development and manufacture of custom-built
batteries. Our initial capitalization was 1,200,000 shares of capital stock, par
value  $.01 per  share,  consisting  of  1,000,000  shares  of Class A Stock and
200,000  shares  of  Class  B  Stock.  In  1970,  we  amended  our  Articles  of
Incorporation to change the capitalization to 1,500,000 shares of Class A Stock,
par value $.04 per share, and 47,500 shares of Class B Stock, par value $.40 per
share.

     In 1970, we filed with the SEC a  registration  statement on Form S-1 under
the  Securities  Act of 1933,  for the public  offering of 135,000 shares of our
stock.  Available  corporate records,  including stock transfer records,  do not
reflect  the  number  of  shares  actually  sold  pursuant  to the  registration
statement.  Because  this  offering  took place more than  thirty  years ago and
certain  corporate  records are  incomplete  or missing,  it is not  possible to
accurately  determine which shares of our outstanding stock were issued pursuant
to  the  registration   statement  and  which  shares  were  issued  in  private
transactions pursuant to exemptions under the 1933 Act.

     In July 1976, we discontinued  operations and subsequently filed a petition
for protection  under the  provisions of Chapter XI of the  Bankruptcy  Act. The
petition  was  dismissed on August 24,  1981.  The State of Delaware  voided our
charter for  non-payment  of taxes on March 1, 1977 and, on September  19, 1983,
our charter was revived.

     In January 1984, our shareholders  approved an amendment to the Certificate
of Incorporation to change the authorized capitalization to 20,000,000 shares of
Class A Stock, par valued $.01 per share, and to eliminate the Class B Stock. In
April  1984,  the  shareholders  approved an  amendment  to the  Certificate  of
Incorporation to change the corporate name to Universal Medtech, Inc.

     On November 30, 1987, our shareholders voted to acquire all the outstanding
shares of Consolidated Travel Systems, Inc., a Delaware corporation, in exchange
for  1,666,666  shares of our  common  stock.  The  shareholders  also  approved
proposals to change our corporate name to Consolidated Travel Systems,  Inc. and
to effect a reverse  stock  split of our  outstanding  shares on a one share for
four shares basis.  We filed a Certificate  of Merger with the State of Delaware
to reflect the  consolidation of the two entities.  In April 1988,  shareholders
approved by written  consent the proposal to effect a forward stock split of our
outstanding shares on a three shares for one share basis.

     In October 1988,  the Board of Directors  moved to rescind the  acquisition
and to cancel the shares  that were to be issued  pursuant  to the  acquisition.
Because  the  1,666,666  shares  had never  been  certificated  and  issued,  no
affirmative action was taken to cancel the shares.

     Current Business Activities

     In recent years we have  engaged in sporadic  business  operations  and are
deemed a development stage company. Presently, we are actively seeking potential
operating  businesses and business  opportunities  with the intent to acquire or
merge with such businesses. No representation is made, nor is any intended, that
we will be able to carry on future business  activities  successfully.  Further,
there can be no assurance that we will have the ability to acquire or merge with
an operating business, business opportunity or property that will be of material
value to us.
                                       -3-
<PAGE>
     Any target  acquisition or merger candidate will become subject to the same
reporting requirements as us upon consummation of a merger or acquisition. Thus,
if we  successfully  complete  the  acquisition  of or merger with an  operating
business  opportunity,  that business opportunity must provide audited financial
statements  for at least the two most recent  fiscal  years or, in the event the
business  opportunity  has been in  business  for less than two  years,  audited
financial  statements  will be required from the period of its  inception.  This
could limit potential  target business  opportunities  due to the fact that many
private business  opportunities  either do not have audited financial statements
or are unable to produce audited statements without undo time and expense.

     Management intends to investigate,  research and, if justified, potentially
acquire or merge  with one or more  businesses  or  business  opportunities.  We
currently have no commitment or arrangement,  written or oral, to participate in
any  business  opportunity  and  management  cannot  predict  the  nature of any
potential  business  it may  ultimately  consider.  Management  will have  broad
discretion in its search for and  negotiations  with any  potential  business or
business opportunity.

     Our  principal  executive  offices are located at 56 West 400 South,  Suite
#220, Salt Lake City, Utah 84101, and our telephone number is (801) 322-3401.

     Sources of Business Opportunities

     Management  intends to use various  resources  in its search for  potential
business  opportunities   including,  but  not  limited  to,  our  officers  and
directors,  consultants,  special advisors,  securities broker- dealers, venture
capitalists,  members of the  financial  community  and  others who may  present
management with unsolicited  proposals.  Because of our lack of capital,  we may
not be able to  retain,  on a fee  basis,  professional  firms  specializing  in
business  acquisitions and reorganizations.  We will most likely have to rely on
outside  sources,  not  otherwise  associated  with us, that will  accept  their
compensation only after we have finalized a successful acquisition or merger. To
date,  we have  not  engaged  or  entered  into  any  discussion,  agreement  or
understanding  with a particular  consultant  regarding  our search for business
opportunities.  Management has in the past  consulted  with Williams  Investment
Company, a consulting company located in Salt Lake City, Utah, principally owned
by H. Deworth  Williams,  the father of Geoff  Williams,  one of our  directors.
Because there is no agreement or understanding with Williams Investment,  we may
use other consultants if we so elect.  However,  due to past experience,  we may
use the consulting and advisory services of Williams Investment.  Presently,  no
final  decision  has been made nor is  management  in a position to identify any
future prospective consultants.

     If we elect to  engage  an  independent  consultant,  we will  look only to
consultants that have experience in working with small companies in search of an
appropriate business  opportunity.  Also, any consultant must have experience in
locating  viable merger and/or  acquisition  candidates  and have a proven track
record of finalizing such business  consolidations.  We would prefer to engage a
consultant that will provide  services for only nominal  up-front  consideration
and is  willing  to be  fully  compensated  only  at  the  close  of a  business
consolidation.

     We do not intend to limit our search to any  specific  kind of  industry or
business.  We may  investigate  and ultimately  acquire a venture that is in its
preliminary or development stage, is already in operation,  or in various stages
of its corporate  existence and development.  Management  cannot predict at this
time the  status  or  nature  of any  venture  in which  we may  participate.  A
potential  venture  might need  additional  capital or merely desire to have its
shares  publicly  traded.  The most  likely  scenario  for a  possible  business
arrangement  would  involve  the  acquisition  of or  merger  with an  operating
business  that does not need  additional  capital,  but which merely  desires to

                                       -4-
<PAGE>
establish a public  trading market for its shares.  Management  believes that we
could  provide a potential  public  vehicle for a private  entity  interested in
becoming a publicly  held  corporation  without the time and  expense  typically
associated with an initial public offering.

     Evaluation

     Once we identify a particular  entity as a potential  acquisition or merger
candidate,  management will seek to determine  whether  acquisition or merger is
warranted,  or whether further  investigation is necessary.  Such  determination
will generally be based on management's  knowledge and  experience,  or with the
assistance  of outside  advisors  and  consultants  evaluating  the  preliminary
information   available  to  them.   Management  may  elect  to  engage  outside
independent  consultants to perform  preliminary  analysis of potential business
opportunities.  However,  because  of our  lack of  capital  we may not have the
necessary  funds for a complete and exhaustive  investigation  of any particular
opportunity.

     In evaluating such potential business  opportunities,  we will consider, to
the extent relevant to the specific opportunity, several factors including:

     *   potential benefits to us and our shareholders;
     *   working capital;
     *   financial requirements and availability of additional financing;
     *   history of operation, if any;
     *   nature of present and expected competition;
     *   quality and experience of management;
     *   need for further research, development or exploration;
     *   potential for growth and expansion;
     *   potential for profits; and
     *   other factors deemed relevant to the specific opportunity.

     Because  we have  not yet  located  or  identified  any  specific  business
opportunity,  there are certain  unidentified  risks that  cannot be  adequately
expressed prior to the identification of a specific business opportunity.  There
can be no assurance following consummation of any acquisition or merger that the
business  venture  will  develop  into a going  concern  or, if the  business is
already operating, that it will continue to operate successfully. Many potential
business  opportunities  available to us may involve new and untested  products,
processes or market strategies which may not ultimately prove successful.

     Form of Potential Acquisition or Merger

     We cannot predict the manner in which we might participate in a prospective
business opportunity.  Each separate potential opportunity will be reviewed and,
upon  the  basis of that  review,  a  suitable  legal  structure  or  method  of
participation will be chosen. The particular manner in which we participate in a
specific  business  opportunity will depend upon the nature of that opportunity,
the  respective  needs and  desires  of our  management  and  management  of the
opportunity,  and the  relative  negotiating  strength of the parties  involved.
Actual  participation  in a  business  venture  may  take  the  form of an asset
purchase,   lease,  joint  venture,   license,   partnership,   stock  purchase,
reorganization,  merger or  consolidation.  We may act  directly  or  indirectly
through  an  interest  in  a   partnership,   corporation,   or  other  form  of
organization, however, we do not intend to participate in an opportunity through
the purchase of a minority stock position.

     Because we have no assets and a limited operating history,  in the event we
successfully  acquire or merge with an  operating  business  opportunity,  it is
likely that our present shareholders will experience substantial dilution. It is
also probable that there will be a change in control of our company.  The owners
of any  business  opportunity  which we acquire  or merge with will most  likely

                                      -5-
<PAGE>
acquire control following such  transaction.  Management has not established any
guidelines  as to the amount of control  it will offer to  prospective  business
opportunities, but rather management will attempt to negotiate the best possible
agreement for the benefit of our shareholders.

     Presently,  management  does not intend to borrow funds to  compensate  any
person,  consultant,  promoter or affiliate in relation to the consummation of a
potential  merger or acquisition.  However,  if we engage any outside advisor or
consultant in our search for business opportunities,  it may be necessary for us
to attempt to raise  additional  funds. As of the date hereof,  we have not made
any arrangements or definitive agreements to use outside advisors or consultants
or to raise any capital.  In the event we do need to raise capital,  most likely
the only method  available  to us would be the private  sale of our  securities.
These  possible  private  sales would most likely have to be to persons known by
our  directors  or to  venture  capitalists  that would be willing to accept the
risks associated with investing in a company with no current operation.  Because
we are a development  stage company,  it is unlikely that we could make a public
sale of  securities  or be able to  borrow  any  significant  sum from  either a
commercial or private  lender.  Management  will attempt to acquire funds on the
best available terms. However, there can be no assurance that we will be able to
obtain  additional  funding  when  and if  needed,  or  that  such  funding,  if
available,  can be obtained on  reasonable  or  acceptable  terms.  Although not
presently  anticipated,  there  is a  remote  possibility  that  we  could  sell
securities to our management or affiliates.

     There  exists a  possibility  that the terms of any future  acquisition  or
merger  transaction  might  include  the sale of  shares  presently  held by our
officers  and/or  directors  to parties  affiliated  with or  designated  by the
potential business  opportunity.  Presently,  management has no plans to seek or
actively negotiate such terms. However, if this situation does arise, management
is  obligated  to  follow  our  Articles  of  Incorporation  and all  applicable
corporate  laws in  negotiating  such an  arrangement.  Under this scenario of a
possible sale by officers and  directors,  it is unlikely that similar terms and
conditions would be offered to all other shareholders or that shareholders would
be given the opportunity to approve such a transaction.

     In the event of a successful  acquisition or merger, a finder's fee, in the
form of cash or securities,  may be paid to a person or persons  instrumental in
facilitating  the  transaction.  No criteria or limits have been established for
the determination of an appropriate finder's fee, although it is likely that any
fee will be based upon  negotiations  by us, the  business  opportunity  and the
finder. Management cannot at this time make an estimate as to the type or amount
of a potential  finder's fee that might be paid.  It is unlikely that a finder's
fee will be paid to an affiliate  because of the potential  conflict of interest
that might result.  If such a fee was paid to an affiliate,  it would have to be
in such a manner so as not to compromise an affiliate's  possible fiduciary duty
to us or to violate  the  doctrine of  corporate  opportunity.  Further,  in the
unlikely event a finder's fee is paid to an affiliate, we would most likely have
such an arrangement ratified by the shareholders in an appropriate manner.

     Our Board believes that it is highly unlikely that we will acquire or merge
with a business opportunity in which current management, affiliates or promoters
have an ownership interest.  Any possible related party transaction of this type
would have to be  ratified  by a  disinterested  Board of  Directors  and by the
shareholders.  Management does not anticipate that we will acquire or merge with
any  related  entity.  Further,  as of the date  hereof,  none of our  officers,
directors,  or  affiliates  or associates  have had any  preliminary  contact or
discussions with any specific  business  opportunity,  nor are there any present
plans, proposals, arrangements or understandings regarding the possibility of an
acquisition or merger with any specific business opportunity.

                                      -6-
<PAGE>

Rights of Shareholders

     Management  anticipates  that  prior to  consummating  any  acquisition  or
merger,  we will, if required by relevant  state laws and  regulations,  seek to
have  the  transaction  ratified  by  shareholders  in the  appropriate  manner.
However,  under Delaware law, certain actions that would routinely be taken at a
meeting of shareholders,  may be taken by written consent of shareholders having
not less than the minimum  number of votes that would be  necessary to authorize
or take the action at a meeting of shareholders. Thus, if shareholders holding a
majority of our  outstanding  shares decide by written  consent to consummate an
acquisition  or  a  merger,   minority  shareholders  would  not  be  given  the
opportunity  to vote on the  issue.  The  Board  will  have  the  discretion  to
consummate an acquisition or merger by written consent if it is determined to be
in our best  interest  to do so.  Regardless  of whether an action to acquire or
merge is ratified by written consent or by holding a shareholders'  meeting,  we
intend  to  provide  to  our  shareholders  complete  disclosure   documentation
concerning a potential  target  business  opportunity  including the appropriate
audited   financial   statements  of  the  target.   This  information  will  be
disseminated by proxy statement in the event a shareholders' meeting is held, or
by an  information  statement  pursuant to Regulation 14C of the Exchange Act if
the action is taken by written consent.

     Under  Delaware  corporate  laws,  shareholders  may be  entitled to assert
appraisal  or  dissenters'  rights  if we  acquire  or  merge  with  a  business
opportunity. Shareholders will be entitled to dissent from and obtain payment of
the fair value of their shares in the event of  consummation of a plan of merger
to which we are a party,  if approval  by the  shareholders  is  required  under
applicable Delaware law. Also, shareholders will be entitled to appraisal rights
if we enter into a share  exchange  whereby  our shares  are to be  acquired.  A
shareholder who is entitled to assert appraisal rights and obtain the fair value
for  their  shares,  may  not  challenge  the  corporate  action  creating  this
entitlement,  unless the action is unlawful or  fraudulent  with  respect to the
shareholder or the company.  A dissenting  shareholder shall refrain from voting
their shares in approval of the  corporate  action.  If the  proposed  action is
approved  by the  required  vote of  shareholders,  we must  give  notice to all
shareholders who delivered to us their written notice of dissent.

Competition

     Because we have not identified a specific  potential  acquisition or merger
candidate,  we are  unable  to  evaluate  the  type  and  extent  of our  likely
competition.  There are several other public  companies with only nominal assets
that  are  also   searching  for  operating   businesses   and  other   business
opportunities as potential  acquisition or merger  candidates.  We are in direct
competition  with these  other  public  companies  in our  search  for  business
opportunities and, due to our lack of funds, it may be difficult to successfully
compete with these other companies.

Employees

     As of the date hereof,  we do not have any  employees and have no plans for
retaining  employees  until such time as our business  warrants the expense,  or
until we successfully  acquire or merge with an operating business.  We may find
it necessary to periodically hire part-time clerical help on an as-needed basis.

Facilities

     We currently use as our principal place of business the business offices of
our President,  Geoff Williams,  located in Salt Lake City, Utah. The facilities
are shared with other businesses.

                                      -7-
<PAGE>

     Although we have no written agreement and currently pay no rent for the use
of these  facilities,  it is contemplated that at such future time as we acquire
or merge with an operating business, we will secure commercial office space from
which we will conduct our business.  However,  until such time as we complete an
acquisition or merger,  the type of business in which we will be engaged and the
type of office and other facilities that will be required,  is unknown.  We have
no current plans to secure such commercial office space.

Industry Segments

     No information is presented regarding industry segments. We are presently a
development  stage company  seeking a potential  acquisition of or merger with a
yet to be identified business  opportunity.  Reference is made to the statements
of income  included  herein in  response  to Part F/S of this Form  10-KSB for a
report of our operating history for the past two fiscal years.

Risk Factors Related to Our Business

     We are, and will be, subject to substantial  risks specific to a particular
business or business  opportunity,  which  specific  risks cannot be ascertained
until a potential acquisition or merger candidate has been identified.  However,
at a minimum,  our  present  and  proposed  business  operations  will be highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven venture, and will include the types of risk factors outlined below.

     We have no assets and no source of revenue
     ---------------------------------------------------------------------------
     We currently have no assets and have had no revenues for several years.  It
is unlikely that we will realize any revenues  until we complete an  acquisition
or merger. There can be no assurance that any acquired business will produce any
material  revenues for us or our  stockholders  or that any such  business  will
operate on a profitable basis.

     Our auditors have expressed a going concern opinion
     ---------------------------------------------------------------------------
     Our independent auditors discuss in their report our ability to continue as
a going  concern.  They  include a statement in the  footnotes to the  financial
statements  that:  "[i]n order to continue as a going concern,  the Company will
need, among other things,  additional capital  resources.  Management's plans to
obtain  such  resources  for the  Company  include (1)  obtaining  capital  from
management and significant shareholders sufficient to meet its minimal operating
expenses,  and (2) seeking out and completing a merger or other transaction with
an existing operating company. "

     If we  are  not  able  to  secure  necessary  funding  or to  consummate  a
successful acquisition or merger, we may be forced to cease operations.  You are
encouraged to read Note 3 to financial statements included herewith.

     Discretionary use of proceeds
     ---------------------------------------------------------------------------
     We are not currently engaged in any substantive  business  activities other
than  looking  for  and  investigating  business   opportunities.   Accordingly,
management  has broad  discretion  with respect to the potential  acquisition of
assets, property or business.  Although management intends to apply any proceeds
it may  receive  through  the  future  issuance  of stock or debt to a  suitable
acquired business,  we will have broad discretion in applying these funds. There
can be no assurance that our use or allocation of such proceeds will allow it to
achieve its business objectives.

                                      -8-
<PAGE>

     No substantive disclosure relating to prospective acquisitions
     ---------------------------------------------------------------------------
     Because  we have  not yet  identified  any  specific  industry,  assets  or
business that we may seek,  potential  investors in our securities  will have no
substantive  information  upon which to base a decision whether to invest in our
securities  until  such  a  transaction  is  completed.   Prospective  investors
currently  have no basis  to  evaluate  the  comparative  risks  and  merits  of
investing in the industry or business in which we may acquire.  These  investors
would have access to significantly more information if we had already identified
a potential acquisition or if the acquisition target had made an offering of its
securities directly to the public.

     Future acquisition or merger may result in substantial dilution
     ---------------------------------------------------------------------------
     We are currently authorized to issued 20,000,000 shares of common stock, of
which 7,499,480  shares are  outstanding as of the date hereof.  The issuance of
additional  shares in connection with any  acquisition or merger  transaction or
the raising of capital  may result in  substantial  dilution of the  holdings of
current shareholders.

     Management will devote only minimal time to our business
     ---------------------------------------------------------------------------
     Presently,  our three  directors have other full time  obligations and will
devote only such time to our business as  necessary  to maintain our  viability.
Thus,  because of management's  other time  commitments,  together with the fact
that we have no business operations,  management anticipates that it will devote
only a minimal amount of time to our activities,  at least until such time as we
have identified a suitable acquisition candidate.

     Effective voting control held by two shareholders
     -------------------------------------------------
     Two principal shareholder,  H. Deworth Williams and Edward F. Cowle, own in
the aggregate  approximately 83% of our outstanding voting securities.  No other
single  shareholder owns in excess of 5%.  Accordingly,  theses two shareholders
will have the  ability  to elect  all of our  directors,  who in turn  elect all
executive  officers,  without  regard  to the votes of other  shareholders.  Mr.
Williams is the father of Geoff Williams,  President,  C.E.O.  and a director of
our company.

     No active market for our common stock
     -------------------------------------
     Our shares were initially  included for quotation on the OTC Bulletin Board
on January 5, 2004. We are not aware of any current active market for our shares
and there can be no  assurance  that any such  market  will ever  develop  or be
maintained.  Any active  trading market for our common stock that may develop in
the future will most likely be very  volatile  and numerous  factors  beyond our
control may have a significant effect on the market.  Only companies that report
their  current  financial  information  to the SEC  may  have  their  securities
included on the OTC Bulletin  Board.  Therefore,  in the event that we lose this
status as a "reporting  issuer," continued  quotation of our common stock on the
OTC Bulletin Board would be jeopardized.

Item 2.       Description of Property

     We do not presently own any property.

Item 3.       Legal Proceedings

     There are no  material  pending  legal  proceedings  to which  Consolidated
Travel  Systems,  or any subsidiary  thereof,  is a party or to which any of our
property is subject and, to the best of our knowledge,  no such actions  against
us are contemplated or threatened.

                                      -9-
<PAGE>

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

     No matters were  submitted to a vote of our  securities  holders during the
fourth quarter of the fiscal year ended December 31, 2003.

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters

     Our shares were accepted for quotation on the OTC Bulletin Board on January
5, 2004 under the trading  symbol  "COVSA."  Inclusion on the OTC Bulletin Board
permits price quotations for our shares to be published by such service.  We are
not aware of any current  active  trading  market for our common  stock and only
nominal trades have occurred since  inclusion on the OTC Bulletin  Board.  We do
not anticipate our shares to be traded  actively in the public market until such
time as a merger or acquisition can be consummated.  Also,  secondary trading of
our shares may be subject to  certain  state  imposed  restrictions.  We have no
plans, proposals,  arrangements or understandings with any person concerning the
further development of a trading market in any of our securities.

     The  ability  of an  individual  shareholder  to trade  their  shares  in a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuer's  securities  be registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to trade in that state.  Presently,  we have no plans to register our
securities in any  particular  state.  Our shares are most likely subject to the
provisions  of  Section  15(g)  and Rule  15g-9 of the  Exchange  Act,  commonly
referred  to as the  "penny  stock"  rule.  Section  15(g)  sets  forth  certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1)  incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

     The SEC generally  defines penny stock to be any equity security that has a
market  price  less than $5.00 per share,  subject to certain  exceptions.  Rule
3a51-1  provides  that any equity  security  is  considered  to be a penny stock
unless that security is:

         *    registered and traded on a national  securities  exchange  meeting
              specified criteria set by the SEC;
         *    authorized for quotation on The NASDAQ Stock Market;
         *    issued by a registered investment company;
         *    excluded from the definition on the basis of price (at least $5.00
              per share) or the issuer's net tangible assets; or
         *    exempted from the definition by the SEC.

     As a penny  stock,  trading in our shares are subject to  additional  sales
practice  requirements on broker-dealers  who sell penny stocks to persons other
than  established  customers and accredited  investors,  generally  persons with
assets in excess of $1,000,000 or annual income exceeding $200,000,  or $300,000
together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in our common stock and may affect the ability of
shareholders to sell their shares.
                                      -10-
<PAGE>

     As of April 1, 2004 there were  approximately  431 holders of record of our
common  stock,  which  figure  does not take  into  account  shareholders  whose
certificates are held in the name of  broker-dealers  or other nominee accounts.
Because there has been no established  public trading market for our securities,
no trading history is presented herein.

     Although we filed a registration statement in 1970 under the Securities Act
of 1933,  corporate records do not reflect the number of shares sold pursuant to
that registration statement.  Accordingly,  we cannot accurately determine which
shares of our  outstanding\  stock  were  issued  pursuant  to the  registration
statement  and which  shares  were  issued in private  transactions  pursuant to
exemptions  under  the 1933  Act.  Accordingly,  we have  considered  all of our
outstanding  shares to be restricted  securities.  Available  corporate  records
indicate  that all of our issued  and  outstanding  shares of common  stock were
issued between 1968 and 1997 in various,  isolated transactions.  We have relied
upon the  exemption  provided by Section 4(2) of the 1933 Act in the issuance of
shares privately.  To the best of our knowledge, no private placement memorandum
was used in relation to the issuance of shares.

     Under Rule 144(k) of the 1933 Act, the requirements of paragraphs (c), (e),
(f),  and (h) of Rule 144 do not  apply to  restricted  securities  sold for the
account of a person who is not an affiliate of an issuer at the time of the sale
and has not been an affiliate  during the preceding  three months,  provided the
securities have been  beneficially  owned by the seller for a period of at least
two years prior to their sale. Thus of the total outstanding  shares,  1,252,603
shares are considered freely tradeable  pursuant to Rule 144(k) and may be sold,
transferred or otherwise traded in the public market without restriction, unless
held by an affiliate  or  controlling  shareholder.  For purposes of this report
only, a controlling  shareholder is considered to be a person owning ten percent
(10%)  or more of our  total  outstanding  shares,  or is  otherwise  deemed  an
affiliate.  No individual  person owning a portion of the 1,252,603  shares owns
more than five percent (5%) of the total outstanding shares.

     The remaining  6,246,877  shares are considered  restricted  securities and
presently held by two shareholders. All of these 6,246,877 restricted shares are
presently  eligible for sale pursuant to the provisions of Rule 144,  subject to
the volume and other limitations set forth under Rule 144.

     Under the provisions of Rule 144 of the Securities Act of 1933,  restricted
securities may be sold into the public market, subject to holding period, volume
and other  limitations  set forth under the Rule. In general,  under Rule 144 as
currently in effect,  a person (or persons whose shares are  aggregated) who has
beneficially owned restricted shares for at least one year, including any person
who may be deemed to be an "affiliate" (as the term "affiliate" is defined under
the Securities  Act), is entitled to sell,  within any  three-month  period,  an
amount of shares that does not exceed the greater of

         *    the average weekly trading volume in the common stock, as reported
              through the automated quotation system of a registered  securities
              association,  during the four calendar weeks  preceding such sale,
              or
         *    1% of the shares then outstanding.

     In order  for a  shareholder  to rely on Rule 144,  we must have  available
adequate  current public  information with respect to our business and financial
status.  A person  who is not  deemed to be an  "affiliate"  and has not been an
affiliate for the most recent three months,  and who has held restricted  shares
for at least two years would be  entitled to sell such shares  under Rule 144(k)
without regard to the various resale limitations of Rule 144.

                                      -11-
<PAGE>

Dividend Policy

     We have not declared or paid cash  dividends or made  distributions  in the
past on our  common  stock,  and we do not  anticipate  that we  will  pay  cash
dividends or make  distributions in the foreseeable  future. We currently intend
to retain and invest future earnings to finance operations.

Item 6.       Management's Discussion and Analysis or Plan of Operation

     The following  information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-KSB.

     We are considered a development stage company with no assets or capital and
with no material operations or income.  Expenses associated with the preparation
and filing of this report and other  reports and our  registration  statement in
2001 have been paid for by advances  from  shareholders,  which are evidenced on
our financial statements as current liabilities.  It is anticipated that we will
require only nominal  capital to maintain our corporate  viability and necessary
funds  will  most  likely be  provided  by our  officers  and  directors  in the
immediate future. However, unless we are able to facilitate an acquisition of or
merger  with an  operating  business or are able to obtain  significant  outside
financing,  there is substantial  doubt about our ability to continue as a going
concern.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material effect on our operations until such time as we successfully complete an
acquisition  or merger.  At that time,  management  will  evaluate  the possible
effects of inflation related to our business and operations.

Plan of Operation

     During  fiscal year 2004,  we intend to actively  seek out and  investigate
possible business  opportunities with the intent to acquire or merge with one or
more business  ventures.  In our search for business  opportunities,  management
will follow the procedures  outlined in Item 1 above.  Because we lack funds, it
may be necessary for our officers and directors to either advance funds to us or
to accrue expenses until such time as a successful business consolidation can be
made. Management intends to hold expenses to a minimum and to obtain services on
a  contingency  basis  when  possible.  Further,  our  directors  will defer any
compensation until such time as an acquisition or merger can be accomplished and
will strive to have the business  opportunity provide their remuneration.  If we
engage outside advisors or consultants in our search for business opportunities,
it may be necessary for us to attempt to raise additional  funds. As of the date
hereof,  we have not made  any  arrangements  or  definitive  agreements  to use
outside advisors or consultants or to raise any capital. In the event we do need
to raise  capital,  most  likely the only  method  available  to us would be the
private sale of our  securities.  Because of our nature as a  development  stage
company,  it is unlikely  that we could make a public sale of  securities  or be
able to borrow any  significant  sum from either a commercial or private lender.
There can be no assurance that we will be able to obtain additional funding when
and if needed, or that such funding, if available, can be obtained on acceptable
terms.

     Until we are able to successfully consummate a merger or acquisition, we do
not intend to use employees,  with the possible  exception of part-time clerical
assistance on an as-needed  basis.  Outside advisors or consultants will be used
only if they can be obtained  for minimal cost or on a deferred  payment  basis.
Management  is  confident  that it will be able to operate in this manner and to
continue its search for business opportunities during the next twelve months.

                                      -12-
<PAGE>

Net Operating Loss

     We  have   accumulated   approximately   $47,000  of  net  operating   loss
carryforwards  as of December  31, 2003.  This loss carry  forward may be offset
against  taxable income and income taxes in future years and expires in the year
2023.  The use of these losses to reduce  future income taxes will depend on the
generation  of  sufficient  taxable  income prior to the  expiration  of the net
operating loss carryforwards.  In the event of certain changes in control, there
will be an annual  limitation on the amount of net operating loss  carryforwards
which can be used. No tax benefit has been reported in the financial  statements
for the year ended  December  31,  2003  because  it has been fully  offset by a
valuation  reserve.  The use of future tax benefit is undeterminable  because we
presently have no operations.

Forward-Looking Statements and Cautionary Statements

     This annual  report on Form 10-KSB  includes  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, and Section 21E
of the Securities  Exchange Act of 1934.  These  forward-looking  statements may
relate to such matters as anticipated financial performance,  future revenues or
earnings,  business prospects,  projected  ventures,  new products and services,
anticipated market performance and similar matters.

     When used in this report,  the words "may," "will,"  expect,"  anticipate,"
"continue,"   "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended to identify  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events,  conditions,  and financial trends that may affect our
future plans of operations,  business strategy, operating results, and financial
position.  We caution  readers that a variety of factors  could cause our actual
results to differ  materially  from the  anticipated  results  or other  matters
expressed in forward-looking statements. These risks and uncertainties,  many of
which are beyond our control, include:

         *    the sufficiency of existing  capital  resources and our ability to
              raise  additional  capital  to fund cash  requirements  for future
              operations;
         *    uncertainties  following  any  successful  acquisition  or  merger
              related  to  the  future  rate  of  growth  of  our  business  and
              acceptance of our products and/or services;
         *    volatility of the stock market, particularly within the technology
              sector; and
         *    general economic conditions.

Although  we  believe  the  expectations   reflected  in  these  forward-looking
statements are reasonable,  such  expectations  cannot guarantee future results,
levels of activity, performance or achievements.

Recent Accounting Pronouncements

     In August 2001,the  Financial  Accounting  Standards Board, or FASB, issued
Statement of Financial  Accounting Standards (SFAS) SFAS No. 143, Accounting for
Asset  Retirement  Obligations,  which  established  a uniform  methodology  for
accounting for estimated  reclamation and abandonment  costs.  The statement was
effective for fiscal years  beginning  after June 15, 2002. The adoption of SFAS
143 did not have a material effect on our financial statements.

                                      -13-
<PAGE>

     On April 30,  2002,  the FASB  issued  FASB  Statement  No. 145 (SFAS 145),
"Rescission of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement
No. 13, and Technical  Corrections." SFAS 145 rescinds both FASB Statement No. 4
(SFAS 4),  "Reporting  Gains and Losses  from  Extinguishment  of Debt," and the
amendment to SFAS 4, FASB Statement No. 64 (SFAS 64),  "Extinguishments  of Debt
Made to Satisfy Sinking-Fund  Requirements."  Through this rescission,  SFAS 145
eliminates  the  requirement  (in both SFAS 4 and SFAS 64) that gains and losses
from the extinguishment of debt be aggregated and, if material, classified as an
extraordinary item, net of the related income tax effect.  However, an entity is
not prohibited from classifying such gains and losses as extraordinary items, so
long as it meets the  criteria in paragraph 20 of  Accounting  Principles  Board
Opinion No. 30,  Reporting  the Results of  Operations  Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions.  Further,  SFAS 145 amends paragraph 14(a) of
FASB Statement No. 13,  "Accounting  for Leases," to eliminate an  inconsistency
between  the  accounting  for  sale-leaseback  transactions  and  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions.  The amendment  requires that a lease  modification (1) results in
recognition of the gain or loss in the 9 financial statements, (2) is subject to
FASB  Statement  No. 66,  "Accounting  for Sales of Real  Estate," if the leased
asset is real estate (including integral equipment),  and (3) is subject (in its
entirety) to the sale-leaseback  rules of FASB Statement No. 98, "Accounting for
Leases: Sale-Leaseback Transactions Involving Real Estate, Sales- Type Leases of
Real Estate,  Definition of the Lease Term,  and Initial  Direct Costs of Direct
Financing Leases."  Generally,  FAS 145 is effective for transactions  occurring
after May 15, 2002.  The adoption of SFAS 145 did not have a material  effect on
our financial statements.

     In June  2002,  the FASB  issued  SFAS  No.  146,  "Accounting  for Exit or
Disposal Activities" (SFAS 146). SFAS 146 addresses significant issues regarding
the  recognition,  measurement,  and reporting of costs that are associated with
exit  and  disposal  activities,  including  restructuring  activities  that are
currently accounted for under EITF No. 94-3, "Liability  Recognition for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (including
Certain Costs Incurred in a Restructuring)." The scope of SFAS 146 also includes
costs  related  to  terminating  a  contract  that is not a  capital  lease  and
termination  benefits that employees who are  involuntarily  terminated  receive
under  the  terms of a one-  time  benefit  arrangement  that is not an  ongoing
benefit arrangement or an individual deferred- compensation  contract.  SFAS 146
will be  effective  for exit or disposal  activities  that are  initiated  after
December 31, 2002 and early  application is  encouraged.  The provisions of EITF
No. 94-3 shall  continue to apply for an exit activity  initiated  under an exit
plan that met the  criteria of EITF No. 94-3 prior to the  adoption of SFAS 146.
The effect on adoption of SFAS 146 will change on a prospective basis the timing
of when the  restructuring  charges are recorded from a commitment date approach
to when the  liability  is  incurred.  The  adoption  of SFAS 146 did not have a
material effect on our financial statements.

     In October  2002,  the FASB issued SFAS No. 147,  "Acquisitions  of Certain
Financial  Institutions" which is effective for acquisitions on or after October
1, 2002. This statement provides interpretive guidance on the application of the
purchase  method  to  acquisitions   of  financial   institutions.   Except  for
transactions  between two or more mutual  enterprises,  this  Statement  removes
acquisitions  of  financial  institutions  from the  scope  of both  SFAS 72 and
Interpretation  9 and  requires  that those  transactions  be  accounted  for in
accordance with SFAS No. 141, "Business Combinations" and No. 142, "Goodwill and
Other  Intangible  Assets." The adoption of SFAS No. 147 did not have a material
effect on our financial statements.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
Compensation-  Transition and Disclosure-an amendment of FASB Statement No. 123"
which is effective for financial statements issued for fiscal years ending after

                                      -14-
<PAGE>

December 15, 2002. This Statement  amends SFAS 123,  "Accounting for Stock-Based
Compensation,"  to provide  alternative  methods of  transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition, this Statement amends the disclosure requirements of
SFAS 123 to require  prominent  disclosures in both annual and interim financial
statements about the method of accounting for stock- based  compensation and the
effect of the method used on reported results.  The adoption of SFAS No. 148 did
not have a material effect on our financial statements.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments and Hedging Activities" which is effective for contracts
entered  into or  modified  after June 30,  2003 and for  hedging  relationships
designated  after June 30, 2003. This statement  amends and clarifies  financial
accounting for derivative instruments embedded in other contracts  (collectively
referred to as derivatives) and hedging  activities under SFAS 133. The adoption
of SFAS No. 149 did not have a material effect on our financial statements.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of both Liabilities and Equity" which
is effective for financial  instruments  entered into or modified  after May 31,
2003,  and is otherwise  effective at the beginning of the first interim  period
beginning after June 15, 2003. This Statement  establishes  standards for how an
issuer  classifies and measures in its statement of financial  position  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a  liability  (or an  asset in some  circumstances)  because  that  financial
instrument  embodies an obligation  of the issuer.  The adoption of SFAS No. 150
did not have a material effect on our financial statements.

     FASB  Interpretation  No.  45,   "Guarantor's   Accounting  and  Disclosure
Requirements for Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others - an  Interpretation  of FASB  Statements No. 5, 57 and 107". The initial
recognition and initial measurement  provisions of this Interpretation are to be
applied  prospectively to guarantees issued or modified after December 31, 2002.
The disclosure  requirements in the Interpretation  were effective for financial
statements  of interim or annual  periods  ending after  December 15, 2002.  The
adoption  of FASB  Interpretation  No. 45 did not have a material  effect on our
financial statements.

     In January 2003, the FASB issued FASB  Interpretation No. 46 "Consolidation
of Variable Interest  Entities." FIN 46 provides guidance on the  identification
of entities  for which  control is  achieved  through  means other than  through
voting rights,  variable interest entities,  and how to determine when and which
business  enterprises  should  consolidate  variable  interest  entities.   This
interpretation  applies  immediately to variable interest entities created after
January  31,  2003.  It  applies  in the first  fiscal  year or  interim  period
beginning  after  June 15,  2003,  to  variable  interest  entities  in which an
enterprise  holds a variable  interest that it acquired before February 1, 2003.
The  adoption  of  FIN 46  did  not  have a  material  impact  on our  financial
statements.

Item 7.       Financial Statements

     Financial  statements for the fiscal years ended December 31, 2003 and 2002
have been examined to the extent indicated in their reports by H J & Associates,
LLC,  independent  certified  public  accountants  and  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America  and  pursuant  to  Regulation  S-B  as  promulgated  by  the  SEC.  The
aforementioned financial statements are included herein under starting with page
F-1.

                                      -15-
<PAGE>

Item 8.       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure

     This Item is not Applicable.

Item 8A.      Controls and Procedures

     As of the end of the period  covered  by this  report,  we  carried  out an
evaluation,  under the  supervision  and with the  participation  of management,
including  our chief  executive  officer  and chief  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as  defined  in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange Act of 1934.  Based upon that evaluation,  our chief executive  officer
and  chief  financial  officer  concluded  that  our  disclosure   controls  and
procedures  are  effective  to cause the  material  information  required  to be
disclosed  by us in the reports that we file or submit under the Exchange Act to
be  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms.  There have been no significant  changes
in our internal  controls or in other factors which could  significantly  affect
internal controls subsequent to the date we carried out our evaluation.



                                    PART III

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

     The  following  table sets forth the names,  ages,  and offices held by our
directors and executive officers:

                   Name                   Age                   Position
                   ----                   ---                   --------
         Geoff Williams                    33        President, Chief Executive
                                                        Officer and Director
         J.  Rockwell  Smith               64        Vice President and Director

         Sharon  Walter                    37        Secretary and Director
---------------------------

     All directors hold office until the next annual meeting of stockholders and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with respect to the election of directors.  We have not  compensated
our directors  for service on the Board of Directors or any  committee  thereof,
but directors are entitled to be reimbursed for expenses incurred for attendance
at meetings of the Board and any  committee  of the Board.  However,  due to our
lack of funds,  directors will defer their expenses and any  compensation  until
such time as we can  consummate a successful  acquisition  or merger.  As of the
date hereof, no director has accrued any expenses or compensation.  Officers are
appointed  annually  by the  Board  and each  executive  officer  serves  at the
discretion of the Board. We do not have any standing committees.

     None of our  directors  are  currently,  nor for the past three  years have
been, a director of a "shell" or "blank check" company or other corporation that
is actively pursuing acquisitions or mergers, except as set forth below in their
respective resumes.

     No  director,  officer,  affiliate  or promoter  has,  within the past five
years, filed any bankruptcy  petition,  been convicted in or been the subject of
any  pending  criminal  proceedings,  or is any such  person the  subject or any
order,  judgment,  or decree  involving  the  violation  of any state or federal
securities laws.
                                      -16-
<PAGE>

     Our present directors have other full-time  employment or sources of income
and will routinely  devote only such time to our business  necessary to maintain
our  viability.  It is estimated  that each  director  will devote less than ten
hours  per month to our  activities.  The  directors  will,  when the  situation
requires,  review potential  business  opportunities or actively  participate in
negotiations for a potential merger or acquisition on an as-needed-basis.

     Currently,  there is no  arrangement,  agreement or  understanding  between
management  and  non-  management   shareholders   under  which   non-management
shareholders  may  directly  or  indirectly  participate  in  or  influence  the
management of our affairs. Present management openly accepts and appreciates any
input or  suggestions  from  shareholders.  However,  the Board of  Directors is
elected by the shareholders  and the  shareholders  have the ultimate say in who
represents them on the Board.  There are no agreements or understandings for any
officer or director  to resign at the request of another  person and none of the
current  offers  or  directors  are  acting  on  behalf  of,  or will act at the
direction of any other person.

     The business experience of each of the persons listed above during the past
five years is as follows:

     Geoff  Williams.  Mr. Williams became a director on August 19, 1999 and was
appointed President on February 13, 2001. From 1994 to the present, Mr. Williams
has been a representative  of Williams  Investments  Company,  a Salt Lake City,
Utah financial consulting firm involved in facilitating  mergers,  acquisitions,
business consolidations and financings.  Mr. Williams attended the University of
Utah and California Institute of the Arts.

     Mr.  Williams has been an executive  officer and director of the  following
companies, each of which is considered a blank check company:

         o    Calypso Financial Services, Inc. (Secretary and director from 1999
              to the present).
         o    Eastgate Acquisition Corp., now known as Talavera's Fine Furniture
              (Secretary and director from 1999 to the present).
         o    Grant  Ventures,  Inc.  (Secretary  and director  from 1999 to the
              present).
         o    Green Mt. Labs., Inc., (Secretary and director from August 2002 to
              the present and President commencing April 1, 2004).
         o    Ocean Express Lines,  Inc., now known as  Cementitious  Materials,
              Inc. (President from February 2000 to February 2003).
         o    RAKO Capital Corporation (President and director from June 2001 to
              December  2002).  o Westgate  Acquisitions  Corp.  (Secretary  and
              director from 1999 to the present).

     J.  Rockwell  Smith.  Mr.  Smith  became a director  and Vice  President on
February  13,  2001.  From  1977 to 1989,  he owned  and  operated  Rocky  Smith
Construction,  a  construction  company  in  Park  City,  Utah  that  supervised
construction  projects in the resort  community.  Since 1990, Mr. Smith has been
semi-retired  while being active with his private  investments  and working as a
part-time  driver  for Park  City  Transportation  Company.  Mr.  Smith  studied
engineering at Seattle University and the University of Washington.

     Mr.  Smith  has  been  an  executive  officer,  director  and/or  principal
shareholder of the following companies:

         o    The  Auxer  Gold  Mines,  now  know  as  Auxer  Industries,   Inc.
              (President and director until April 1995).
         o    Eagle's   Nest   Mining   Company,   now   known  as   Nanoscience
              Technologies, Inc. (director from October 1997 to March 2004).
         o    Grant Silver, Inc. (principal shareholder until September 1997).

                                      -17-
<PAGE>
         o    Green MT. P.S.  (Principal  shareholder  until January 1998),  now
              known as Generex Biotechnology Corporation.
         o    Index Daley Mines, now known as International Digital Technologies
              (principal shareholder until June 1998).
         o    Kaniksu  Ventures,  Inc.,  now  known as Ocean  Power  Corporation
              (Secretary and director until March 1996).
         o    Nava Leisure,  U.S.A.,  Inc.,  now known as Senesco  Technologies,
              Inc. (President and director until January 1999).
         o    Park Avenue, Inc., now known as Electrical Generation  Technology,
              Inc. (President and director until March 1994).
         o    Regal Gold & Silver,  now known as American  Image Motor  Company,
              Inc. (President and director until August 1996).
         o    Rock City  Ventures,  Inc.  (President  and director until January
              1995).
         o    THO2 & Rare Metals Exp., now known as Golf  Technologies  Holding,
              Inc. (President and director until December 1994).
         o    Whitestone   Financial,   Inc.,  now  known  as  Happy  Food  Corp
              (principal shareholder).

     Sharon  Walter.  Ms. Walter became a director and Secretary on February 13,
2001.  From May 2001 to 2003,  Ms. Walter was a  Horticultural  Technician  with
Cactus and  Tropicals in Salt Lake City,  Utah.  From 1995 to 2000,  Ms.  Walter
worked as a personal assistant at Williams Investment Company,  and from 1985 to
1995, she was a flight  attendant for Delta  Airlines.  Ms. Walter  attended the
University of Utah from 1999 to 2000.

     Ms. Walter has been an executive  officer and/or  director of the following
companies,  each of which is considered a blank check company:  American Natural
Technology  Sciences,  Inc.  (director from July 2000 to the present);  and ANTS
Research & Development (director from July 2000 to the present).

Item 10.      Executive Compensation

     We have not had a bonus, profit sharing, or deferred  compensation plan for
the benefit of employees,  officers or directors.  We have not paid any salaries
or other  compensation  to officers,  directors or employees for the years ended
December  31, 2003 and 2002.  Further,  we have not entered  into an  employment
agreement  with any of our officers,  directors or any other persons and no such
agreements  are  anticipated  in the immediate  future.  It is intended that our
directors  will  defer any  compensation  until such time as an  acquisition  or
merger can be  accomplished  and will  strive to have the  business  opportunity
provide  their  remuneration.  As of the date hereof,  no person has accrued any
compensation.

Item 11.      Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth  information,  to the best of our knowledge,
as of April 1, 2004, with respect to each person known by us to own beneficially
more than 5% of the  outstanding  common stock,  each director and all directors
and officers as a group.
<TABLE>
<CAPTION>
Name and Address                                       Amount and Nature of                 Percent
of Beneficial Owner                                    Beneficial Ownership                of Class(1)
--------------------                                   --------------------                -----------
<S>                                                           <C>                             <C>
H. Deworth Williams                                           3,203,149(2)                    42.7%
  54 West 400 South, Suite 220
  Salt Lake City, UT 84101
Edward F. Cowle                                               3,043,728                       40.6%
  6 East 45th Street, 10th Floor
  New York, NY 10017
All directors and officers                                            0                          0%
  a group (3 persons)
</TABLE>
                                      -18-
<PAGE>
         *   Director and/or executive officer

         Note: Unless otherwise  indicated in the footnotes  below, we have been
               advised that each  person  above has sole  voting  power over the
               shares indicated above.

         (1)  Based upon 7,499,480  shares of common stock  outstanding on April
              1, 2004.
         (2)  Includes  181,189 in the  registered  name of Williams  Investment
              Company, of which Mr. Williams is the principal owner.

Item 12.      Certain Relationships and Related Transactions

     There have been no material  transactions  during the past two fiscal years
between us and any officer,  director,  nominee for election as director, or any
shareholder owning greater than 5% of our outstanding  shares, nor any member of
the above referenced individuals' immediate family.

     Our  officers  and  directors  are  subject to the  doctrine  of  corporate
opportunities  only insofar as it applies to business  opportunities in which we
have indicated an interest, either through a proposed business plan or by way of
an express  statement of interest  contained in our  minutes.  If directors  are
presented with business  opportunities that may conflict with business interests
identified by us, such  opportunities must be promptly disclosed to the Board of
Directors  and made  available  to us. In the event  the Board  shall  reject an
opportunity  so  presented  and  only  in that  event,  any of our  officers  or
directors may avail themselves of such an opportunity. Every effort will be made
to  resolve  any  conflicts  that may  arise in  favor  of us.  There  can be no
assurance, however, that these efforts will be successful.

     In the event of a successful  acquisition or merger, a finder's fee, in the
form of cash or securities,  may be paid to persons instrumental in facilitating
the  transaction.  We have  not  established  any  criteria  or  limits  for the
determination  of a finder's fee,  although it is likely that an appropriate fee
will be based upon negotiations by us and the appropriate  business  opportunity
and the finder.  Such fees are estimated to be customarily  between 1% and 5% of
the size of the transaction,  based upon a sliding scale of the amount involved.
Management  cannot at this time make an  estimate  as to the type or amount of a
potential  finder's fee that might be paid,  but is expected to be comparable to
consideration normally paid in like transactions. It is unlikely that a finder's
fee will be paid to an affiliate  because of the potential  conflict of interest
that might result. Any such fee would have to be approved by the shareholders or
a disinterested Board of Directors.

Item 13.          Exhibits and Reports on Form 8-K

     (a) Exhibits

Exhibit No.                      Exhibit Name

   *3.1    Certificate of Incorporation and all amendments thereto
   *3.2    By-Laws
   *4.1    Instrument defining rights of holders
   31.1    Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley
           Act of 2002
   31.2    Certification of Principal Accounting Officer Pursuant to Section 302
           of the Sarbanes-Oxley Act of 2002
   32.1    Certification  of C.E.O.  Pursuant  to 18  U.S.C.  Section  1350,  as
           Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   32.2    Certification of Principal  Accounting  Officer Pursuant to 18 U.S.C.
           Section   1350,   as  Adopted   Pursuant   to  Section   906  of  the
           Sarbanes-Oxley Act of 2002
-----------------------
     *   Previously filed as Exhibit to Form 10-SB dated November 9, 2001

                                      -19-
<PAGE>
         (b)      No report on Form 8-K was filed  during the three month period
                  ended December 31, 2003.

Item 14.      Principal Accountants Fees and Services

     Audit Fees

     We do not  have an audit  committee  and as a result  our  entire  board of
directors performs the duties of an audit committee. Our board of directors will
approve in advance the scope and cost of the engagement of an auditor before the
auditor  renders audit and non-audit  services.  As a result,  we do not rely on
pre-approval policies and procedures.

     Audit Fees

     The aggregate fees billed by our  independent  auditors,  H J & Associates,
for  professional  services  rendered  for the  audit  of our  annual  financial
statements  included  in our Annual  Reports on Form  10-KSB for the years ended
December 31, 2003 and 2002, and for the review of quarterly financial statements
included in our Quarterly  Reports on Form 10-QSB for the quarters  ending April
30, June 30 and September 30, 2003 and 2002, were $4,203 for 2003 and $3,544 for
2002.

     Audit Related Fees

     For the years ended  December 31, 2003 and 2002,  there were no fees billed
for  assurance  and  related  services  by  H J &  Associates  relating  to  the
performance  of the audit of our  financial  statements  which are not  reported
under the caption "Audit Fees" above.

     Tax Fees

     For the years ended  December 31, 2003 and 2002,  H J & Associates  did not
bill for any tax compliance, tax advice and tax planning services.

     We do not use H J & Associates for financial  information system design and
implementation. These services, which include designing or implementing a system
that  aggregates  source data  underlying the financial  statements or generates
information  that is  significant  to our  financial  statements,  are  provided
internally or by other service  providers.  We do not engage H J & Associates to
provide compliance outsourcing services.

     The board of directors has  considered the nature and amount of fees billed
by H J & Associates  and believes that the provision of services for  activities
unrelated  to  the  audit  is  compatible  with  maintaining  H J &  Associates'
independence.

                                      -20-
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         Consolidated Travel Systems, Inc.



                                         By:     /S/ GEOFF WILLIAMS
                                             -----------------------------------
                                                  Geoff Williams
                                                  President and C.E.O.

Dated:   April 8, 2004


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  Registrant and in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>

           Signature                                     Title                                       Date
           ---------                                     -----                                       ----


<S>                                             <C>                                              <C>
                                                President, C.E.O. and                            April 8, 2004
/S/ GEOFF WILLIAMS                              Director
--------------------------------------
         Geoff Williams

                                                Vice President and Director                      April 8, 2004
/S/ J. ROCKWELL SMITH                           Principal Accounting Officer
--------------------------------------
         J. Rockwell Smith



                                                Secretary / Treasurer and                        April 8, 2004
/S/ SHARON WALTER                               Director
--------------------------------------
         Sharon Walter

</TABLE>





                                       S-1

<PAGE>






                        Consolidated Travel Systems, Inc.
                          (A Development Stage Company)

                              Financial Statements
                                December 31, 2003











                                      F-1
<PAGE>




                                                  C O N T E N T S



Independent Auditors' Report.................................................F-3

Balance Sheet................................................................F-4

Statements of Operations.....................................................F-6

Statements of Stockholders' Equity (Deficit).................................F-7

Statements of Cash Flows.....................................................F-9

Notes to the Financial Statements...........................................F-11





                                      F-2
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Consolidated Travel Systems, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying  balance sheet of Consolidated  Travel Systems,
Inc. (a  development  stage  company),  as of December 31, 2003, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
years ended  December 31, 2003 and 2002 and from  inception  of the  development
stage  on  September  19,  1983  through  December  31,  2003.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we 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.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Consolidated  Travel Systems,
Inc. (a  development  stage  company) as of December 31, 2003 and the results of
its operations and its cash flows for the years ended December 31, 2003 and 2002
and from  inception  of the  development  stage on  September  19, 1983  through
December 31, 2003 in conformity with accounting principles generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company is a development stage company with a deficit
in  working  capital  and  stockholders  equity in  addition  to no  significant
operating  results  to date,  all of which  raise  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.

/s/ HJ & Associates, LLC
--------------------------
HJ & Associates, LLC
Salt Lake City, Utah
March 23, 2004





                                      F-3
<PAGE>



                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                          (A Development Stage Company)
                                  Balance Sheet

                                     ASSETS
                                    --------

                                                        December 31,
                                                            2003
                                                         ----------

CURRENT ASSETS

  Cash                                                   $    --
                                                         ----------
    Total Current Assets                                      --
                                                         ----------

    TOTAL ASSETS                                         $    --
                                                         ==========







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


                                      F-4
<PAGE>



                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                          (A Development Stage Company)
                            Balance Sheet (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                             December 31,
                                                                 2003
                                                              ----------

CURRENT LIABILITIES

  Accounts payable                                            $    4,203
  Due to stockholder                                              27,896
                                                              ----------
   Total Current Liabilities                                      32,099
                                                              ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock at: $0.01 par value; authorized
  20,000,000 common shares, 7,499,480 common
  shares issued and outstanding                                   74,995
  Additional paid-in capital                                     816,674
  Deficit accumulated prior to the development stage            (822,748)
  Deficit accumulated during the development stage              (101,020)
                                                              ----------
    Total Stockholders' Equity (Deficit)                         (32,099)
                                                              ----------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
     (DEFICIT)                                                $     --
                                                              ==========



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


                                      F-5
<PAGE>

                           CONSOLIDATED TRAVEL SYSTEMS, INC.
                            (A Development Stage Company)
                               Statements of Operations


                                                                From
                                        For the             Inception on
                                      Years Ended           September 19,
                                      December 31,          1983 Through
                               --------------------------   December 31,
                                  2003            2002          2003
                               -----------    -----------    -----------
REVENUES                       $      --      $      --      $      --

EXPENSES                             8,913         12,649        (98,766)
                               -----------    -----------    -----------
LOSS FROM OPERATIONS                (8,913)       (12,649)       (98,766)
                               -----------    -----------    -----------

OTHER EXPENSES

   Interest expense                 (2,254)          --           (2,254)
                               -----------    -----------    -----------

       Total Other Expenses         (2,254)          --           (2,254)
                               -----------    -----------    -----------

NET LOSS BEFORE INCOME TAXES       (11,167)       (12,649)      (101,020)

   Income taxes                       --             --             --
                               -----------    -----------    -----------

NET LOSS                       $   (11,167)   $   (12,649)   $  (101,020)
                               ===========    ===========    ===========
BASIC NET LOSS PER SHARE
                               $     (0.00)   $     (0.00)
                               ===========    ===========

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING          7,499,480      7,499,480
                               ===========    ===========








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

                                      F-6
<PAGE>



<TABLE>
<CAPTION>

                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
          From Inception of the development stage on September 19, 1983
                            through December 31, 2003


                                         Common Stock         Additional
                                   ------------------------     Paid-In     Accumulated
                                     Shares        Amount       Capital        Deficit
                                   ----------    ----------    ----------    ----------
<S>                                 <C>          <C>           <C>           <C>
Balance at inception of
the development stage
on September 19, 1983               1,499,480    $   14,995    $  809,889    $ (822,748)

Net loss from inception on
September 19,1983 through
December 31, 1996                        --            --            --          (4,136)
                                   ----------    ----------    ----------    ----------
Balance, December 31,
1996                                1,499,480        14,995       809,889      (826,884)

Issuance of common stock
for services and debt at
$0.01 per share on March
17, 1997                            6,000,000        60,000          --            --

Net loss for the year ended
December 31, 1997                        --            --            --         (58,000)
                                   ----------    ----------    ----------    ----------
Balance, December 31,
1997                                7,499,480        74,995       809,889      (884,884)

Net loss for the year ended
December 31, 1998                        --            --            --            --
                                   ----------    ----------    ----------    ----------
Balance, December 31,
1998                                7,499,480        74,995       809,889      (884,884)

Capital contributed for
expenses paid by shareholder             --            --           1,500          --


Net loss for the year ended
December 31, 1999                        --            --            --          (2,500)
                                   ----------    ----------    ----------    ----------
Balance, December 31,
1999                                7,499,480    $   74,995    $  811,389    $ (887,384)
                                   ----------    ----------    ----------    ----------
</TABLE>






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

                                      F-7
<PAGE>
<TABLE>
<CAPTION>

                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
          From Inception of the development stage on September 19, 1983
                            through December 31, 2003


                                         Common Stock         Additional
                                   ------------------------     Paid-In      Accumulated
                                     Shares        Amount       Capital        Deficit
                                   ----------    ----------    ----------    ----------
<C>                                 <C>          <C>           <C>           <C>
Balance, December 31,
1999                                7,499,480    $   74,995    $  811,389    $ (887,384)

Capital contributed for
expenses paid by shareholder             --            --           1,232          --

Net loss for the year ended
December 31, 2000                        --            --            --          (1,232)
                                   ----------    ----------    ----------    ----------
Balance, December 31,
2000                                7,499,480        74,995       812,621      (888,616)

Capital contributed for
expenses paid by shareholder             --            --           3,513          --

Net loss for the year ended
December 31, 2001                        --            --            --         (11,336)
                                   ----------    ----------    ----------    ----------
Balance, December 31,
2001                                7,499,480        74,995       816,134      (899,952)

Net loss for the year ended
December 31, 2002                        --            --            --         (12,649)
                                   ----------    ----------    ----------    ----------
Balance December 31,
2002                                7,499,480        74,995       816,134      (912,601)

Services contributed by
shareholders                             --            --             540          --

Net loss for the year                    --            --            --         (11,167)
ended December 31, 2003            ----------    ----------    ----------    ----------

Balance, December 31,
2003                                7,499,480    $   74,995    $  816,674    $ (923,768)
                                   ==========    ==========    ==========    ==========

Deficit accumulated prior to the development stage                           $ (822,748)

Deficit accumulated during the development stage                               (101,020)
                                                                             ----------
Total accumulated deficit                                                    $ (923,768)
                                                                             ==========
</TABLE>




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


                                      F-8
<PAGE>




                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows

                                                                       From
                                                                   Inception on
                                           For the Years Ended     September 19,
                                               December 31,        1983 Through
                                         ------------------------  December 31,
                                            2003          2002         2003
                                         ----------    ----------   ----------

CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                               $ (11,167)   $ (12,649)   $(101,020)
  Adjustments to reconcile net
   loss to net cash used by
    operating activities:
  Stock issued for services and debt          --           --         60,000
  Expenses paid by shareholders               --           --          8,381
  Services contributed by shareholders         540         --            540
  Changes in operating assets and
   liabilities:
  Increase in accounts payable               2,197       (6,817)       4,203
  Increase in due to stockholder             8,430       19,466       27,896
                                         ---------    ---------    ---------
  Net Cash Used in
   Operating Activities                       --           --           --
                                         ---------    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES          --           --           --
                                         ---------    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES          --           --           --
                                         ---------    ---------    ---------
NET INCREASE IN CASH                          --           --           --

CASH AT BEGINNING OF PERIOD                   --           --           --
                                         ---------    ---------    ---------
CASH AT END OF PERIOD                    $    --      $    --      $    --
                                         =========    =========    =========









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


                                      F-9
<PAGE>



                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                          (A Development Stage Company)
                      Statements of Cash Flows (continued)


                                                                From
                                                           Inception on
                                    For the Years Ended    September 19,
                                         December 31,      1983 Through
                                  ----------------------    December 31,
                                     2003        2002         2003
                                  ----------  ----------   -------------

SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION

CASH PAID FOR:

    Interest                       $   --     $     --     $  --
    Income Taxes                   $   --     $     --     $  --


NON CASH FINANCING ACTIVITIES

Common stock issued for services   $   --     $     --     $60,000











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


                                      F-10
<PAGE>

                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2003 and 2002


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Business and Organization

         The  Company was  incorporated  in the State of Delaware on January 31,
         1968 as Molecular Energy  Corporation.  The Company was in the business
         of research, development and manufacture of custom-built batteries.

         The Company's Charter became inoperative and void on March 1, 1977, for
         non-payment of taxes. The Charter was revived on September 19, 1983 and
         the Company was reclassified as a development stage company.

         At a special meeting on January 30, 1984, the shareholders  approved an
         amendment to the articles of  incorporation  to increase the authorized
         capitalization  to  20,000,000  of $0.01 par value Class A Stock and to
         eliminate the Class B stock.

         On April 12, 1984,  at a special  meeting,  the  shareholders  approved
         amending  the  articles  of  incorporation  to  change  the name of the
         Company to Universal Medtech, Inc.

         On November 30, 1987,  an annual  shareholders  meeting was held during
         which the shareholders  voted to acquire all of the outstanding  shares
         of Consolidated Travel Systems, a Delaware corporation, in exchange for
         stock of the Company.  They further voted to change the Company's  name
         to Consolidated  Travel Systems,  Inc., and to reverse-split the common
         shares  outstanding  on a basis  of 1 for 4. In  connection  with  this
         change,  a Certificate  of Merger was filed with the State of Delaware,
         because the merging  corporation  was also a Delaware corp. The Company
         has ceased all normal  business  operations,  and  accordingly has been
         reclassified as a development stage company.

         On  March  31,  1988,  the  shareholders  voted  to  forward-split  the
         outstanding shares of the Company on a 3 for 1 basis. All references to
         shares  outstanding have been adjusted to reflect all stock splits on a
         retroactive basis.

         b. Accounting Method

         The  Company's  financial  statements  are  prepared  using the accrual
         method of accounting. The Company has elected a December 31 year-end.

         c. Cash and Cash Equivalents

         For purposes of financial statement presentation, the Company considers
         all highly liquid  investments with a maturity of three months or less,
         from the date of purchase, to be cash equivalents.

         d. Use of Estimates

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from those estimates.

                                      F-11
<PAGE>
                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2003 and 2002


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         e. Revenue Recognition

         The Company  currently has no source of revenues.  Revenue  recognition
         policies will be determined when principal operations begin.

         f. Basic Loss Per Share

         The Computation of basic loss per share of common stock is based on the
         weighted average number of shares outstanding during the period.

                                                         For the
                                                        Years Ended
                                                        December 31,
                                                --------------------------
                                                    2003           2002
                                                -----------    -----------

                         Loss (numerator)       $   (11,167)   $   (12,649)
                         Shares (denominator)     7,499,480      7,499,480
                                                -----------    -----------

                            Per share amount    $     (0.00)   $     (0.00)
                                                ===========    ===========

         g. Income Taxes

         Deferred taxes are provided on a liability  method whereby deferred tax
         assets  are  recognized  for  deductible   temporary   differences  and
         operating   loss  and  tax  credit   carryforwards   and  deferred  tax
         liabilities are recognized for taxable temporary differences. Temporary
         differences are the differences  between the reported amounts of assets
         and liabilities and their tax bases. Deferred tax assets are reduced by
         a valuation  allowance  when, in the opinion of management,  it is more
         likely  than not that some  portion or all of the  deferred  tax assets
         will to be realized.  Deferred tax assets and  liabilities are adjusted
         for the  effects  of  changes  in tax  laws  and  rates  on the date of
         enactment.

         Net  deferred  tax assets  consist of the  following  components  as of
         December 31, 2003 and 2002:

                                                         2003        2002
                                                       --------    --------
                            Deferred tax assets:
                                 NOL Carryover         $ 18,460    $ 15,194

                                 Valuation allowance    (18,460)    (15,194)
                                                       --------    --------

                            Net deferred tax asset     $   --      $   --
                                                       ========    ========

                                      F-12
<PAGE>

                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2003 and 2002


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         The  income  tax  provision  differs  from the  amount  of  income  tax
         determined  by applying the U.S.  federal and state income tax rates of
         39% to pretax  income from  continuing  operations  for the years ended
         December 31, 2003 and 2002 due to the following:

                                                         2003       2002
                                                       -------    -------
                                 Book Income           $(4,355)   $(4,940)
                                 Other                   1,089       (100)
                                 Valuation allowance     3,266      5,040
                                                       -------    -------

                                                       $  --      $  --
                                                       =======    =======

         At December 31, 2003, the Company had net operating loss  carryforwards
         of  approximately  $47,000 that may be offset  against  future  taxable
         income  through  2023. No tax benefit has been reported in the December
         31, 2003 financial statements since the potential tax benefit is offset
         by a valuation allowance of the same amount.

         Due to the  change in  ownership  provisions  of the Tax  Reform Act of
         1986,  net  operating  loss  carry  forwards  for  Federal  income  tax
         reporting purposes are subject to annual  limitations.  Should a change
         in ownership occur, net operating loss  carryforwards may be limited as
         to use in future years.

NOTE 2 - GOING CONCERN

         The  Company's  financial   statements  are  prepared  using  generally
         accepted  accounting   principles  in  the  United  States  of  America
         applicable to a going concern which  contemplates  the  realization  of
         assets and liquidation of liabilities in the normal course of business.
         The  Company  has not yet  established  an ongoing  source of  revenues
         sufficient to cover its  operating  costs and allow it to continue as a
         going  concern.  The  ability  of the  Company to  continue  as a going
         concern is dependent on the Company obtaining  adequate capital to fund
         operating losses until it becomes profitable. If the Company is unable
         to obtain adequate capital, it could be forced to cease operations.

         In order to continue as a going concern,  the Company will need,  among
         other  things,  additional  capital  resources.  Management's  plans to
         obtain such  resources for the Company  include (1)  obtaining  capital
         from  management and  significant  shareholders  sufficient to meet its
         minimal operating expenses, and (2) seeking out and completing a merger
         with an existing operating company. However,  management cannot provide
         any assurances that the Company will be successful in accomplishing any
         of its plans.

         The ability of the Company to continue as a going  concern is dependent
         upon its ability to successfully  accomplish the plans described in the
         preceding  paragraph and  eventually  secure other sources of financing
         and attain profitable operations. The accompanying financial statements
         do not include any  adjustments  that might be necessary if the Company
         is unable to continue as a going concern.

                                      F-14
<PAGE>


                        CONSOLIDATED TRAVEL SYSTEMS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2003 and 2002


NOTE 3 -  RELATED PARTY TRANSACTIONS

         During the years ended December 31, 2003 and 2002, the Company incurred
         various general and administrative expenses. As the Company has not had
         the  wherewithal  to pay these  expenses,  the  Company has relied on a
         stockholder  to satisfy its debts.  As of December 31, 2003 the Company
         had  an  obligation  to the  stockholder  totaling  $27,896,  including
         accrued interest of $2,254.



                                      F-15