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

                             FORM 10-KSB
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934

  For the Fiscal Year Ended December 31, 2001

[ ]  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.  [x]

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 March 7, 2002

Common Stock, Par Value                  7,499,480
    $.01 per share

  DOCUMENTS INCORPORATED BY REFERENCE
  NONE

Transitional Small Business Disclosure Format.   Yes [ ]  No [x]
                       CONSOLIDATED TRAVEL SYSTEMS, INC.

                               TABLE OF CONTENTS

                                                                          Page

                                   PART I

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                  9

                                  PART II

Item 5.  Market for Common Equity and Related Stockholder Matters            9

Item 6.    Management's Discussion and Analysis or Plan of Operation        11

Item 7.  Financial Statements                                               13

Item 8.  Changes in and Disagreements with Accountants on Accounting
  and Financial Disclosure                                                  13

                                  PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
  Compliance with Section 16(a) of the Exchange Act                         13

Item 10.  Executive Compensation    15

Item 11.  Security Ownership of Certain Beneficial Owners and Management    15

Item 12.  Certain Relationships and Related Transactions                    15

                                  PART IV

Item 13.  Exhibits and Reports on Form 8-K                                   16

SIGNATURES                                                                  S-1

                                  PART I

Item 1.   Description of Business

Business Development

    History

    Consolidated Travel Systems, Inc. (the "Company") 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.  The Company's initial capitalization
was 1,200,000 shares of capital stock, par value $.01 per share, divided into
1,000,000 shares of Class A Stock and 200,000 shares of Class B Stock.  In
1970, the Company amended its Articles of Incorporation to change its
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, the Company filed with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-1 under the Securities Act of
1933, as amended (the "1933 Act"), related to the public offering of 135,000
shares of the Company's stock.  However, corporate records including the
Company's 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 the
Company's 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, the Company 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 the Company's charter for non-payment of taxes on March 1, 1977 and, on
September 19, 1983, the Company's charter was revived.

    In January 1984, the Company's 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, the shareholders voted to acquire all the
outstanding shares of Consolidated Travel Systems, Inc., a Delaware
corporation("Consolidated-Private"), in exchange for 1,666,666 shares of the
Company's common stock.  The shareholders also approved proposals to change
the corporate name to Consolidated Travel Systems, Inc. and to effect a
reverse stock split of the Company's outstanding shares on a one share for
four shares basis.  The Company filed a Certificate of Merger with the State
of Delaware to reflect the consolidation upon acquiring Consolidated-Private.
 In April 1988, shareholders approved by written consent the proposal to
effect a forward stock split of the Company's outstanding shares on a three
shares for one share basis.

    In October 1988, the Company's Board of Directors moved to rescind the
acquisition of Consolidated-Private 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.

    The Company has conducted sporadic business operations and is classified
as a development stage company.  Presently, the Company is actively seeking
potential operating businesses and business opportunities with the intent to
acquire or merge with such businesses.


    A target acquisition or merger candidate will become subject to the same
reporting requirements as the Company upon consummation of a merger or
acquisition.  Thus, in the event the Company successfully completes 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 the Company's
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.

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

    Current Business Activities

    The Company has had a sporadic operating history and no representation
is made, nor is any intended, that it will be able to carry on future business
activities successfully.  Further, there can be no assurance that the Company
will have the ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to the Company.

    Management intends to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or business
opportunities.  The Company currently has 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.

    Sources of Business Opportunities

    Management of the Company intends to use various resources in its search
for potential business opportunities including, but not limited to, the
Company's 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 the
Company's lack of capital, it may not be able to retain, on a fee basis,
professional firms specializing in business acquisitions and reorganizations.
 Rather, the Company will most likely have to rely on outside sources, not
otherwise associated with the Company, that will accept their compensation
only after the Company has finalized a successful acquisition or merger.  To
date, the Company has not engaged or entered into any discussion, agreement or
understanding with a particular consultant regarding the Company's search for
business opportunities. Management has in the past consulted with Williams
Investment Co. ("Williams Investment"), a consulting company located in Salt
Lake City, Utah, principally owned by H. Deworth Williams, a principal
shareholder of the Company.  Because there is no agreement or understanding
with Williams Investment, the Company may use other consultants if it so
elects.  However, due to its past experience,  the Company 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 for the Company.

    If the Company elects to engage an independent consultant, it will look
only to consultants that have experience in working with small companies in
search of an appropriate business opportunity.  Also, the consultant must have
experience in locating viable merger and/or acquisition candidates and have a
proven track record of finalizing such business consolidations.  Further, the
Company 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.

    The Company does not intend to limit its search to any specific kind of
industry or business.  The Company 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 the Company 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 establish a public trading market for its shares.
Management believes that the Company 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 the Company has identified 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
the Company's lack of capital it may not have the necessary funds for a
complete and exhaustive investigation of any particular opportunity.

    In evaluating such potential business opportunities, the Company will
consider, to the extent relevant to the specific opportunity, several factors
including (i) potential benefits to the Company and its shareholders; (ii)
working capital; (iii) financial requirements and availability of additional
financing; (iv) history of operation, if any; (v) nature of present and
expected competition; (vi) quality and experience of management; (vii) need
for further research, development or exploration; (viii) potential for growth
and expansion; (ix) potential for profits; (x) and other factors deemed
relevant to the specific opportunity.

    Because the Company has 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 the
Company may involve new and untested products, processes or market strategies
which may not ultimately prove successful.

    Form of Potential Acquisition or Merger

    The Company cannot predict the manner in which it 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 the
Company participates in a specific business opportunity will depend upon the
nature of that opportunity, the respective needs and desires of the Company
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.  The Company may act
directly or indirectly through an interest in a partnership, corporation, or
other form of organization, however, the Company does not intend to
participate in an opportunity through the purchase of a minority stock
position.

    Because the Company has no assets and a minimal operating history, in
the event the Company does successfully acquire or merge with an operating
business opportunity, it is likely that the Company's present shareholders
will experience substantial dilution.  It is also probable that there will be
a change in control of the Company.  Most likely, the owners of the business
opportunity which the Company acquires or mergers with will acquire control of
the Company 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 the Company's 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 the Company engages any outside
advisor or consultant in its search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.  As of the
date hereof, the Company has not made any arrangements or definitive
agreements to use outside advisors or consultants or to raise any capital.  In
the event the Company does need to raise capital, most likely the only method
available to the Company would be the private sale of its securities.  These
possible private sales would most likely be to persons known by the directors
of the Company or to venture capitalists that would be willing to accept the
risks associated with investing in a company with no current operation.
Because of the nature of the Company as a development stage company, it is
unlikely that it 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 for the Company.
However, there can be no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms reasonable or acceptable to the Company.  Although not
presently anticipated, there is a remote possibility that the Company could
sell securities to its 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 officers
and/or directors of the Company 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 the Company's Certificate 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
of the Company or that the 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 the Company, 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 of the
Company 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 the Company or
to violate the doctrine of corporate opportunity.  Further, in the unlikely
event a finder's fee was to be paid to an affiliate, the Company would have
such an arrangement ratified by the shareholders in an appropriate manner.

    The Board of Directors believes that it is unlikely that the Company
will acquire or merge with a business opportunity in which the Company's
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 shareholders.  Management does not
anticipate that the Company will acquire or merge with any related entity.
Further, as of the date hereof, none of the Company's 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.

Rights of Shareholders

    Management anticipates that prior to consummating any acquisition or
merger, the Company, if required by relevant state laws and regulations, will
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 the Company's 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 of Directors will have the discretion to consummate an acquisition or
merger by written consent if it is determined to be in the best interest of
the Company to do so.  Regardless of whether an action to acquire or merge is
ratified by written consent or by holding a shareholders' meeting, the Company
will provide to its 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 the corporation laws of the State of Delaware, shareholders of the
Company may be entitled to assert appraisal or dissenters' rights if the
Company acquires or merges 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 the Company is a
party, if approval by the shareholders is required under applicable Delaware
law.  Also, shareholders will be entitled to appraisal rights if the Company
enters into a share exchange if the Company's 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, the Company must give
notice to all shareholders who delivered to the Company their written notice
of dissent.

Competition

    Because no potential acquisition or merger candidate has been identified,
the Company is unable to evaluate the type and extent of its likely
competition.  The Company is aware that 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.  The Company will be in direct competition with these other public
companies in its search for business opportunities and, due to the Company's
lack of funds, it may be difficult to successfully compete with these other
companies.

Employees

    As of the date hereof, the Company does not have any employees and has
no plans for retaining employees until such time as the Company's business
warrants the expense, or until the Company successfully acquires or merges
with an operating business.  The Company may find it necessary to periodically
hire part-time clerical help on an as-needed basis.

Facilities

    The Company is currently using as its principal place of business the
business offices of its President, Geoff Williams, located in Salt Lake City,
Utah.  The facilities are shared with other businesses.

    Although the Company has no written agreement and currently pays no rent
for the use of its facilities, it is contemplated that at such future time as
the Company acquires or merges with an operating business, the Company will
secure commercial office space from which it will conduct its business.
However, until such time as the Company completes an acquisition or merger,
the type of business in which the Company will be engaged and the type of
office and other facilities that will be required is unknown.  The Company has
no current plans to secure such commercial office space.

Industry Segments

    No information is presented regarding industry segments.  The Company is
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 Item 7 of this Form
10-KSB for a report of the Company's operating history for the past two
fiscal years.

Risk Factors Related to the Company's Business

    The Company is, 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, the Company's 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.

    The Company Has No Assets and No Source of Revenue

    The Company currently has no assets or revenues and it is unlikely that
the Company will realize revenues until it completes an acquisition or merger.
There can be no assurance that any acquired business will produce any
material revenues for the Company or that any such business will operate on a
profitable basis.



    The Company's Auditor Have Expressed a Going Concern Opinion

    The Company's independent auditors discuss the Company's ability to
continue as a going concern.  The auditors include a statement 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 with an existing operating
company".  Continuation of the Company as a going concern is dependent upon
obtaining adequate capital to fund operating losses until it is able to make
an acquisition of or merge with an existing operating company.  If the Company
is not able to secure necessary funding or to consummate a successful
acquisition or merger, it may be forced to cease operations.  See Note 3 to
financial statements included herewith.

    Discretionary Use of Proceeds

    Because the Company is not currently engaged in any substantive business
activities, together with management's broad discretion with respect to the
potential acquisition of assets, property or business, the Company may be
deemed to be a "blank check" company.  Although management intends to apply
proceeds from any possible future funding to further its business plan, the
Company will have broad discretion in applying these funds. There can be no
assurance that the Company's use or allocation of such proceeds will allow it
to achieve its business objectives.

   No Substantive Disclosure Relating to Prospective Acquisitions

   Because the Company has not yet identified any specific industry, assets
or business that it may seek an acquisition or merger, potential investors in
the Company will have virtually no substantive information upon which to base
a decision whether to invest in the Company until such 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
the Company may acquire.  Potential investors would have access to
significantly more information if the Company had already identified a
potential acquisition or if the acquisition target had made an offering of its
securities directly to the public.  The Company gives no assurance that it
will ultimately raise funds or that if it does, any investment in the Company
will not ultimately prove to be less favorable than a direct investment.

    Future Acquisition or Merger May Result in Substantial Dilution

    The Company is 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 the Company

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

    Effective Voting Control Held by Two Shareholder

    Two principal shareholder, H. Deworth Williams and Edward F. Cowle, owns
in the aggregate approximately 83% of the outstanding voting securities of the
Company.  No other single shareholder owns in excess of 5%.  Accordingly,
these two shareholders have the ability to elect all of the Company's
directors, who in turn elect all executive officers, without regard to the
votes of other shareholders.  Mr. Williams is the father of the Company's
President, Geoff Williams.  See Part III, Item 11, "Security Ownership of
Certain Beneficial Owners and Management."


    No Market for Company's Common Stock

    Although the Company intends to submit for listing of its common stock
on the OTC Bulletin Board, there is currently no market for such shares and
there can be no assurance that any such market will ever develop or be
maintained.  Any trading market for the common stock that may develop in the
future will most likely be very volatile, and numerous factors beyond the
control of the Company 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, only upon the
effective date of this Registration Statement may the Company apply to have
its securities quoted on the OTC Bulletin Board.  In the event that the
Company loses this status as a "reporting issuer," any future quotation of its
common stock on the OTC Bulletin Board may be jeopardized.

Item 2.  Description of Property

    The Company does not presently own any property.

Item 3.  Legal Proceedings

    There are no material pending legal proceedings to which the Company or
any of its subsidiaries is a party or to which any of its property is subject
and, to the best of its knowledge, no such actions against the Company are
contemplated or threatened.

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

    No matters were submitted to a vote of the Company's securities holders
during the fourth quarter of the Company's fiscal year ended December 31,
2001.

                                  PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

    The Company intends to make an application to the NASD for its shares to
be quoted on the OTC Bulletin Board. The Company's application to the NASD
will consist of current corporate information, financial statements and other
documents as required by Rule 15c2-11 of the Exchange Act.  Inclusion on the
OTC Bulletin Board permits price quotations for the Company's shares to be
published by such service.  The Company is not aware of any established
trading market for its common stock nor is there any record of any reported
trades in the public market in recent years.  Although the Company intends to
submit its application to the OTC Bulletin Board subsequent to the filing of
this registration statement, the Company does not anticipate its shares to be
traded in the public market until such time as a merger or acquisition can be
consummated.  Also, secondary trading of the Company's shares may be subject
to certain state imposed restrictions regarding shares of shell companies.
Except for the application to the OTC Bulletin Board, there are no plans,
proposals, arrangements or understandings with any person concerning the
development of a trading market in any of the Company's securities.  The
Company's common stock has not traded in a public market.

    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, the Company has
no plans to register its securities in any particular state.  Further, the
Company's  shares most likely will be 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.  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), are subject to additional sales practice requirements.

    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 to clients 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 the Company's
common stock and may affect the ability of shareholders to sell their shares.

    As of March 7, 2002 there were approximately 430 holders of record of
the Company's common stock.  Because there has been no established public
trading market for the Company's securities, no trading history is presented
herein.

    Although the Company did file with the SEC in 1970 a registration
statement under the 1933 Act, corporate records do not reflect the number of
shares sold pursuant to that registration statement. Accordingly, because it
is not possible to accurately determine which shares of the Company's
outstanding stock were issued pursuant to a registration statement and which
shares were issued in private transactions pursuant to exemptions under the
1933 Act, it is deemed that all outstanding shares are restricted securities.
 Available corporate records indicate that all of the Company's issued and
outstanding shares of common stock were issued between 1968 and 1997 in
various, isolated transactions.  The Company has relied upon the exemption
provided by Section 4(2) of the 1933 Act in the issuance of shares privately.
 To the best knowledge of the Company, 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 Company's total
outstanding shares, 1,283,792 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 of the Company.  For purposes of this registration statement only,
a controlling shareholder is considered to be a person owning ten percent
(10%) or more of the Company's total outstanding shares, or is otherwise an
affiliate of the Company.  No individual person owning a portion of the
1,283,792 shares owns more than five percent (5%) of the Company's total
outstanding shares.


    The remaining 6,215,688 shares are considered restricted securities and
presently held by two  shareholders.  All of the 6,215,688 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.  In
general, under Rule 144 as currently in effect, a person (or persons whose
shares are aggregated) who has beneficially owned restricted shares of the
Company for at least one year, including any person who may be deemed to be an
"affiliate" of the Company (as the term "affiliate" is defined under the 1933
Act), is entitled to sell, within any three-month period, an amount of shares
that does not exceed the greater of (i) the average weekly trading volume in
the Company's common stock, as reported through the automated quotation system
of a registered securities association, during the four calendar weeks
preceding such sale or (ii) 1% of the shares then outstanding.  In order for a
shareholder to rely on Rule 144, the Company must have available adequate
current public information with respect to itself.  A person who is not deemed
to be an "affiliate" of the Company 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 without regard to the various resale
limitations of Rule 144.

Dividend Policy

    The Company has not declared or paid cash dividends or made distributions
in the past, and the Company does not anticipate that it will pay cash
dividends or make distributions in the foreseeable future.  The Company
currently intends to retain and invest future earnings to finance its
operations.

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

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

    The Company is considered a development stage company with no assets or
capital.  The costs and expenses associated with the preparation and filing of
its registration statement and requisite periodic reports have been paid for
by advances from shareholders, evidenced by notes payable.  It is anticipated
that the Company will require only nominal capital to maintain its corporate
viability and necessary funds will most likely be provided by officers,
directors and/or shareholders in the immediate future.  However, unless the
Company is able to facilitate an acquisition of or merger with an operating
business or is able to obtain significant outside financing, there is
substantial doubt about its ability to continue as a going concern.

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

Plan of Operation

    During the next 12 months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or
merge with one or more business ventures.  In its search for business
opportunities, management will follow the procedures outlined in Item 1 above.
Because the Company lacks funds, it may be necessary for officers and
directors to either advance funds to the Company 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, the Company's 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.
However, if the Company engages outside advisors or consultants in its search
for business opportunities, it may be necessary for the Company to attempt to
raise additional funds.  As of the date hereof, the Company has not made any
arrangements or definitive agreements to use outside advisors or consultants
or to raise any capital.  In the event the Company does need to raise capital,
most likely the only method available to the Company would be the private sale
of its securities.  Because of the nature of the Company as a development
stage company, it is unlikely that it 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 the Company will be able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.

    The Company does not intend to use any 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.

Net Operating Loss

    The Company has accumulated approximately $15,068 of net operating loss
carry forwards as of December 31, 2001.  This loss carry forward may be offset
against taxable income and income taxes in future years and expires in the
year 2021.  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
of the Company, 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, 2001
because it has been fully offset by a valuation reserve.  The use of future
tax benefit is undeterminable because the Company presently has no operations.

Forward-Looking Statements and Cautionary Statements

    This report contains certain forward-looking statements.  These statements
relate to future events or  future financial performance and involve known and
unknown risks and uncertainties.  These factors may cause the Company's actual
results, levels of activity, performance or achievements to be materially
different from those expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such
as "may," "will" "should," "expects," "intends," "plans," anticipates,"
"believes," "estimates," "predicts," "potential," "continue," or the negative
of these terms or other comparable terminology.

    These statements are only predictions.  Although management believes
that the expectations reflected in the forward-looking statements are
reasonable, it cannot guarantee future results, levels of activity,
performance or achievements.

Recent Accounting Pronouncements

    In June 1998, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards (SFAS) 133, Accounting for
Derivative Instruments and Hedging Activities.  The new standard establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities.  It requires companies to record derivatives on the balance sheet
as assets or liabilities, measured at fair value. Accounting for changes in
the values of those derivatives depends on the intended use of the derivatives
and whether they qualify for hedge accounting.  SFAS 133, as amended by SFAS
137 and SFAS 138, was adopted as of April 1, 2001.  Management believes the
adoption of this statement will have no material impact on the Company's
financial statements.

    In June 2001, the FASB issued SFAS 141, Business Combinations, and SFAS
142, Goodwill and Other Intangible Assets. SFAS 141 requires that the purchase
method of accounting be used for all business combinations initiated after
June 30, 2001 as well as all purchase method business combinations completed
after June 30, 2001.  SFAS 141 also specifies criteria intangible assets
acquired in a purchase method business combination must meet to be recognized
and reported apart from goodwill, noting that any purchase price allocatable
to an assembled workforce may not be accounted for separately.  SFAS 142
requires that goodwill and intangible assets with indefinite useful lives no
longer be amortize, but instead tested for impairment at least annually in
accordance with the provisions of SFAS 142. SFAS 142 also requires that
intangible assets with estimatable useful lives be amortized over their
respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
The Company  adopted SFAS 141 upon issuance and SFAS 142 effective April 1,
2001. The adoption of SFAS 141 and 142 did not affect the Company's
consolidated financial statements.

    On August 16, 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations," which is effective for fiscal years beginning after
June 15, 2002. It requires that obligations associated with the retirement of
a tangible long-lived asset be recorded as a liability when those obligations
are incurred, with the amount of the liability initially measured at fair
value. Upon initially recognizing an accrued retirement obligation, an entity
must capitalize the cost by recognizing an increase in the carrying amount of
the related long-lived asset. Over time, the liability is accreted to its
present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. Although management has not completed the process of
determining the effect of this new accounting pronouncement, it currently
expects that the effect of SFAS No. 143 on the Company's financial statements,
when it becomes effective, will not be significant.

    In October 2001, the FASB issued SFAS 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. Although SFAS
144 supersedes SFAS 121, it retains many of the fundamental provisions of SFAS
121.  SFAS 144 also supersedes the accounting and reporting provisions 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, for
the disposal of a segment of a business. However, it retains the requirement
in APB 30 to report separately discontinued operations and extends that
reporting to a component of an entity that either has been disposed of, by
sale, abandonment, or in a distribution to owners, or is classified as held
for sale.  SFAS 144 is effective for fiscal years beginning after December 15,
2001 and interim periods within those fiscal years.  Management believes the
adoption of SFAS 144 will not have a significant effect on the Company's
financial statements.

Item 7.    Financial Statements

The Company's financial statements for the fiscal years ended December
31, 2001 and 2000 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 generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the SEC.  The aforementioned
financial statements are included herein starting with page F-1.

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

    This Item is not Applicable.

                                 PART III

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

    The executive officers and directors of the Company are as follows:

     Name          Age             Position
    ------        -----           ----------
Geoff Williams      31    President, Chief Executive Officer
                          and Director
J. Rockwell Smith   63    Vice President and Director
Sharon Walter       35    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.  The Company has not
compensated its 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 the Company's lack of funds, the directors will defer
their expenses and any compensation until such time as the Company 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 of Directors and each executive officer serves at the
discretion of the Board.  The Company does not have any standing committees.

    None of the Company's directors are currently, nor for the past three
years have been, a director of any other "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 of the Company 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.

    All of the Company's present directors have other full-time employment
or sources of income and will routinely devote only such time to the Company
necessary to maintain its viability.  It is estimated that each director will
devote less than ten hours per month to the Company's 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
the Company's management and non-management shareholders under which non-
management shareholders may directly or indirectly participate in or influence
the management of the Company's affairs.  Present management openly accepts
and appreciates any input or suggestions from the Company's 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 of the Company
to resign at the request of another person and none of the current offers or
directors of the Company 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 of the Company 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: Calypso
Financial Services, Inc. (Secretary and director from 1999 to the present);
Eastgate Acquisition Corp. (Secretary and director from 1999 to the present);
Grant Ventures, Inc. (Secretary and director from 1999 to the present); Ocean
Express Lines, Inc. (President from February 2000 to the present); RAKO
Capital Corporation (President and director from June 2001 to the present);
and Westgate Acquisitions Corp. (Secretary and director from 1999 to the
present).

    J. Rockwell Smith.  Mr. Smith became a director and Vice President of
the Company on February 13, 2001.  From 1977 to 1989, Mr. Smith owned and
operated his own construction company in Park City, Utah, Rocky Smith
Construction, which supervised construction projects in the resort community.
 From 1990 to the present, Mr. Smith has been employed as a driver by the 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, each of which is considered a blank
check company: Eagles Nest Mining Company (President and director from October
1997 to the present);  The Auxer Gold Mines (President and director until
April 1995), now know as Auxer Industries, Inc; Grant Silver, Inc. (principal
shareholder until September 1997), now known as BrewServ Corporation;
Green MT. P.S. (Principal shareholder until January 1998), now known as
Generex Biotechnology Corporation; Index Daley Mines (principal shareholder
until June 1998), now known as International Digital Technologies; Kaniksu
Ventures, Inc. (Secretary and director until March 1996), now known as PTC
Group, Inc.; Nava Leisure, U.S.A., Inc. (President and director until January
1999), now known as Senesco Technologies, Inc.; Park Avenue, Inc. (President
and director until March 1994), now known as Electrical Generation Technology,
Inc.; Regal Gold & Silver (President and director until August 1996), now
known as American Image Motor Company, Inc.; Rock City Ventures, Inc.
(President and director until January 1995); THO2 & Rare Metals Exp.
(President and director until December 1994), now known as Golf Technologies
Holding, Inc.; Whitestone Financial, Inc. (principal shareholder), now known
as Happy Food Corp.


    Sharon Walter.  Ms. Walter became a director and Secretary of the
Company on February 13, 2001. From May 2001 to the present, Ms. Walter has
been 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

    The Company has not had a bonus, profit sharing, or deferred compensation
plan for the benefit of its employees, officers or directors.  The Company
has not paid any salaries or other compensation to its officers, directors or
employees for the years ended December 31, 2001 and 2000.  Further, the
Company has not entered into an employment agreement with any of its officers,
directors or any other persons and no such agreements are anticipated in the
immediate future.  It is intended that the Company's directors will defer
any compensation until such time as the Company begins to realize revenues.
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 the Company's
knowledge, as of March 7, 2002, with respect to each person known by the
Company to own beneficially more than 5% of the outstanding common stock, each
director and all directors and officers as a group.

Name and Address                  Amount and Nature of      Percent
of Beneficial Owner               Beneficial Ownership      of Class(1)
-------------------               --------------------      -----------
H. Deworth Williams                    3,171,960(2)           42.3%
  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)

    *  Director and/or executive officer
Note:  Unless otherwise indicated in the footnotes below, the Company has 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 March 7,
         2002.
    (2)  Includes 150,000 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 the Company and any officer, director, nominee for election as
director, or any shareholder owning greater than five percent (5%) of the
Company's outstanding shares, nor any member of the above referenced
individuals' immediate family.


    The Company's officers and directors are subject to the doctrine of
corporate opportunities only insofar as it applies to business opportunities
in which the Company has indicated an interest, either through its proposed
business plan or by way of an express statement of interest contained in the
Company's minutes.  If directors are presented with business opportunities
that may conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Directors and made
available to the Company.  In the event the Board shall reject an opportunity
so presented and only in that event, any of the Company's officers and
directors may avail themselves of such an opportunity.  Every effort will be
made to resolve any conflicts that may arise in favor of the Company.  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.  The Company has 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 the Company 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
of the Company 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.  See Item 1 "Description of Business - Form
of Potential Acquisition or Merger" above.

                                  PART V

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

 *  Previously filed as Exhibit to Form 10-SB dated November 9, 2001

       (b)  No report on Form 8-K was filed by the Company during the three
            month period ended December 31, 2001.



                    Consolidated Travel Systems, Inc.
                         Financial Statements
                          December 31, 2001



                           C O N T E N T S



Independent Auditors' Report                                           F-3

Balance Sheet                                                          F-4

Statements of Operations                                               F-5

Statement of changes in Stockholders' Equity                           F-6

Statement of Cash Flows                                                F-7

Notes to the Financial Statements                                      F-8

    McGLADREY NETWORK                             American Institute of
An Independently Owned Member                       Certified Public
    Worldwide Services                                 Accountants
  Through RSM International
                                                    Utah Association of
                                                         Certified
                                                     Public Accountants

                                                    SEC Practice Section
                                                      Private Companies
                                                      Practice Section
                          H J & ASSOCIATES, L.L.C.


                        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, 2001, and the related
statements of operations, stockholders' equity (deficit), and cash flows for
the years ended December 31, 2001 and 2000  and from inception of the
development stage on September 19, 1983 through December 31, 2001.  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 audit 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, 2001 and the results of
its operations and its cash flows for the years ended December 31, 2001 and
2000 and from inception of the development stage on September 19, 1983 through
December 31, 2001 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 3 to the
financial statements, the Company is a development stage company with no
significant operating results to date which raises substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to these
matters are also described in Note 3.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
February 25, 2002

         50 South Main Street, Suite 1450 * Salt Lake City, Utah 84144 *
             Telephone (801) 328-4408 * Facsimile (801) 328-4461



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

<table>
                                 ASSETS
                                --------
                                                            December 31,
                                                                2001
                                                            ------------

                                                        <c>
CURRENT ASSETS                                              $       -
                                                            ------------
Total Current Assets                                                -
                                                            ------------
TOTAL ASSETS                                                $       -
                                                            ============

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

Accounts payable                                            $      8,823
                                                            ------------
Total Liabilities                                                  8,823
                                                            ------------
STOCKHOLDERS' EQUITY (DEFICIT)

Common stock: par value, $0.01; authorized 20,000,000 shares;
 7,499,480 shares issued and outstanding                          74,995
Additional paid-in capital    816,134
Deficit accumulated prior to the development stage              (822,748)
Deficit accumulated during the development stage                 (77,204)
                                                            ------------
Total Stockholders' Equity (Deficit)                              (8,823)
                                                            ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        $         -
                                                            ============

</table>
The accompanying notes are an integral part of these financial statements.



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

<table>
                                                              From inception of
                                                                the development
                                                                   stage on
                                                                 September 19,
                                      For the Years Ended        1983, through
                                           December 31,           December 31,
                                     2001             2000             2001
                                  ----------       ----------       ----------

                              <c>              <c>              <c>
REVENUES                          $       -        $       -        $       -

EXPENSES                              11,336            1,232           77,204
                                  ----------       ----------       ----------
NET LOSS                          $  (11,336)      $   (1,232)      $  (77,204)
                                  ==========       ==========       ==========
BASIC LOSS PER SHARE              $    (0.00)      $    (0.00)
                                  ==========       ==========
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING             7,499,480        7,499,480
                                  ==========       ==========

</table>
The accompanying notes are an integral part of these financial statements.



                    CONSOLIDATED TRAVEL SYSTEMS, INC.
                     (A Development Stage Company)
                Statements of Stockholders' Equity (Deficit)
<table>

                                                               Additional
                                            Common Stock         Paid-in   Accumulated
                                          Shares      Amount     Capital     Deficit
                                        ---------   ---------   ---------   ---------

                                                <c>         <c>          <c>
Balance, 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)

Contribution of capital through payment
  of expenses by a 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)

Contribution of capital through payment
  of expenses by a shareholder                 -           -          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)

Contribution of capital through payment
  of expenses by a 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)
                                        =========   =========   =========   =========

</table>
      The accompanying notes are an integral part of these financial statements.



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

<table>
                                                                        From inception
                                                                       of the development
                                                                            stage on
                                                                          September 19,
                                                   For the Years Ended    1983 through
                                                       December 31,       December 31,
                                                     2001        2000          2001
                                                  ----------  ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES

                                              <c>         <c>           <c>
Net loss                                          $  (11,336) $   (1,232)   $  (77,204)
Adjustments to reconcile net loss to net
  cash (used) by operating activities:
    Shares issued for services and debt                   -           -         60,000
    Expenses paid by shareholders                      3,513         232         8,381
Changes in operating assets and liabilities:
  Increase in accounts payable and accounts
    payable related party                              7,823       1,000         8,823
                                                  ----------  ----------    ----------
Net Cash (Used) by Operating Activities                   -           -             -
                                                  ----------  ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES                      -           -             -
                                                  ----------  ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES

  Issuance of common stock for cash                       -           -             -
                                                  ----------  ----------    ----------
    Net Cash Provided by Financing
     Activities                                           -           -             -
                                                  ----------  ----------    ----------
DECREASE IN CASH AND CASH
 EQUIVALENTS                                              -           -             -
                                                  ----------  ----------    ----------
CASH AND CASH EQUIVALENTS
 AT BEGINNING OF YEAR                                     -           -             -
                                                  ----------  ----------    ----------
CASH AND CASH EQUIVALENTS
 AT END OF YEAR                                    $      -   $       -     $       -
                                                  ==========  ==========    ==========
SUPPLEMENTAL DISCLOSURES
 OF CASH FLOW INFORMATION:

Cash paid during the year for:

  Interest                                         $      -   $       -     $       -
  Income taxes                                     $      -   $       -     $       -

NON-CASH FINANCING ACTIVITIES

  Expenses paid by shareholders                    $   3,513  $      232    $    8,381
  Shares issued for services and debt              $      -   $       -     $   60,000

</table>
    The accompanying notes are an integral part of these financial statements.



                       CONSOLIDATED TRAVEL SYSTEMS, INC.
                         (A Development Stage Company)
                       Notes to the Financial Statements
                          December 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT 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.

         On July 25, 1976, the Company discontinued operations and subsequently
         filed a petition for an arrangement under the provisions of Chapter XI
         of the Bankruptcy Act.  The petition was dismissed on August 24, 1981.

         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, a shareholders annual meeting was held.  The
         shareholders voted to acquire all of the outstanding shares of
         Consolidated Travel Systems in exchange for stock of the Company.
         They further voted to change its 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.

         Additional accounting policies will be determined when principal
         operations commence.

         b.  Cash Equivalents

         Cash equivalents include short-term, highly liquid investments with
         maturities of three months or less at the time of acquisition.



                    CONSOLIDATED TRAVEL SYSTEMS, INC.
                      (A Development Stage Company)
                    Notes to the Financial Statements
                       December 31, 2001 and 2000


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

         c.  Basic Loss Per Share

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

                                       For the Year Ended
                                       December 31, 2001
                                      --------------------
                                  Loss         Shares      Per Share
                               (Numerator)  (Denominator)   Amount
                               -----------  -------------  ----------
                               $  (11,336)    7,499,480    $   (0.00)
                               ===========  =============  ==========



                                       For the Year Ended
                                       December 31, 2000
                                      --------------------
                                  Loss         Shares      Per Share
                               (Numerator)  (Denominator)   Amount
                               -----------  -------------  ----------
                               $   (1,232)    7,499,480    $   (0.00)
                               ===========  =============  ==========


         d.  Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the 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.

         e.  Provision for Taxes

         At December 31, 2001, the Company had net operating loss carryforwards
         of approximately $15,068 that may be offset against future taxable
         income through 2021.  No tax benefit has been reported in the
         financial statements, because the potential tax benefits of the net
         operating loss carryforwards are offset by a valuation allowance of
         the same amount.

         The income tax benefit differs from the amount computed at federal
         statutory rates of approximately 38% as follows:

                                                For the Years Ended
                                                   December 31,
                                               ----------------------
                                                  2001       2000
                                               ----------  ----------
         Income tax benefit at statutory rate  $   4,308   $     468
         Change in valuation allowance            (4,308)       (468)
                                               ----------  ----------
                                               $      -    $      -
                                               ==========  ==========



                          CONSOLIDATED TRAVEL SYSTEMS, INC.
                           (A Development Stage Company)
                          Notes to the Financial Statements
                            December 31, 2001 and 2000

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

         e.  Provision for Taxes (Continued)

         Deferred tax assets (liabilities) are comprised of the following:

                                               For the Years Ended
                                                   December 31,
                                               ----------------------
                                                  2001       2000
                                               ----------  ----------
Income tax benefit at statutory rate           $   5,726   $   1,418
Change in valuation allowance                     (5,726)     (1,418)
                                               ----------  ----------
                                               $      -    $      -
                                               ==========  ==========

         Due to the change in ownership provisions of the Tax Reform Act of
         1986, net operating loss carryforwards 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.

         f.  Revenue Recognition

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

         g.  Newly Issued Accounting Pronouncements

         During the years ended December 31, 2001, and 2000, the Company
         adopted the provisions of FASB Statement No. 140 "Accounting for
         Transfers and Servicing of Financial Assets and Extinguishments of
         Liabilities (a replacement of FASB Statement No. 125.), FASB Statement
         No. 141, "Business Combinations," FASB Statement  No. 142, "Goodwill
         and Other Intangible Assets," FASB Statement No. 143, "Accounting for
         Asset Retirement Obligations," FASB Statement No. 144, "Accounting for
         the Impairment or Disposal of Long-Lived Assets," and FIN 44
         "Accounting for Certain Transactions Involving Stock Compensation (an
         interpretation of APB Opinion No. 25.)."  The effect of these adopted
         provisions on the Company's financial statements was not significant.

NOTE 2 -  STOCK ISSUANCES

         On March 17, 1997, the Company authorized 6,000,000 shares to be
         issued to an officer and a related party for expenses paid on behalf
         of the Company and for services to find and arrange a merger for the
         Company.  The shares were valued at $0.01 per share.



                    CONSOLIDATED TRAVEL SYSTEMS, INC.
                      (A Development Stage Company)
                    Notes to the Financial Statements
                       December 31, 2001 and 2000

NOTE 3 -  GOING CONCERN

         The Company's financial statements are prepared using generally
         accepted accounting principles applicable to a going concern which
         contemplates the realization of assets and liquidation of liabilities
         in the normal course of business.  As reported in the financial
         statements, the Company has an accumulated deficit of approximately
         $900,000 as of December 31, 2001.  The Company has not yet established
         revenues sufficient to cover its operating costs, which creates doubt
         as to whether it can 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 is able to consummate a merger with an existing operating
         company.  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.




                                 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 1, 2002


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.

Signature                     Title                        Date

                              President, C.E.O. and        April 1, 2002
/S/ GEOFF WILLIAMS            Director
-----------------------
Geoff Williams


                              Vice President and Director  April 1, 2002
/S/ J. ROCKWELL SMITH         Principal Accounting Officer
-----------------------
J. Rockwell Smith



                              Secretary / Treasurer and    April 1, 2002
/S/ SHARON WALTER             Director
-----------------------
Sharon Walter