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 March 31, 2002
OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE 	SECURITIES EXCHANGE ACT OF
1934
Commission file number 0-119698

COSMO COMMUNICATIONS CORPORATION
(Exact name of small business issuer as
specified in its charter)

          Florida                    59-2268005
	(State or other jurisdiction
(I.R.S. Employer
 of incorporation or organization)
Identification No.)

106 Ferrier Street, Markham, Ontario, Canada
(Address of principal executive offices)
Registrant's telephone number, including area
code: (905) 940-0560
Securities registered pursuant to Section 12
(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g)
of the Act:
Common Stock, $.05 par value
(Title of Class)

Check whether the registrant (1) filed all
reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934
during the preceding 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_ No X

Check if there is no disclosure of delinquent
filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no
disclosure will be contained, to the best of
Registrant's knowledge, in definitive proxy or
information statements incorporated by
reference in Part III of this Form 10-K or any
amendment to this form 10-K.    ___

The registrant's revenues for the fiscal period
ended March 31, 2002 were $2,750,000.

As of March 31, 2002, the market value of the
registrant's Common Stock held by non-
affiliates of the registrant was not able to be
determined as there were no quotes on the bid
and ask price of the Company's common stock.


The number of shares outstanding of the
registrant's common stock is  29,104,066 as of
March 31, 2002.


Documents Incorporated by Reference
None.

PART I

Forward-Looking Statements and Associated Risk

This annual report of Cosmo Communications
Corporation (the "Company") contains forward-
looking statements within the meaning of
Section 21E of the Securities Exchange Act of
1934, including statements regarding, among
other items, (i) the Company's growth
strategies, (ii) anticipated trends in the
consumer electronics industry, and (iii) the
Company's ability to obtain and maintain
adequate financing for its operations.  These
forward-looking statements are based largely on
the Company's expectations and are subject to a
number of risks and uncertainties, certain of
which are beyond the Company's control.  Actual
results could differ materially from these
forward-looking statements as a result of such
uncontrollable factors, including, among
others, general economic conditions,
governmental regulation and competitive
factors, and, more specifically, interest rate
levels, availability of financing, consumer
confidence and preferences, the effectiveness
of the Company's competitors, and costs of
materials and labor.  In light of these risks
and uncertainties, there can be no assurance
that the forward-looking information contained
in this annual report will not materially
differ from actual results.

Item 1.	Description of Business

General

Since its inception in March 1983, the Company,
through its subsidiaries, has imported,
marketed and distributed in the United States
and Canada consumer electronic products,
including televisions, DVD players, video
cassette recorders, audio equipment, digital
alarm clocks, quartz alarm clocks, quartz wall
clocks, clock radios and combination products
such as clock radio telephones.  The audio
equipment includes a full line of audio
products, including personal cassette players,
portable stereos and music centers with and
without compact disc players.  During the year
ended March 31, 2002, substantially all of the
Company's sales activity related to customers
located in Canada.

The Company's products are marketed principally
under its own label to mass merchandisers, drug
store chains, specialty chain stores and other
high-volume retailers.  The Company's products
are generally manufactured by subcontractors in
China.

The Company's principal executive offices are
located at 106 Ferrier Street, Markham,
Ontario, Canada and its telephone number at
such location is (905) 940-0560.


Financial and Management's Plans

During 2001, a change in control of the Company
occurred.  In April 2000, the Company and
certain controlling shareholders of the Company
at that time entered into a Stock Purchase
Agreement pursuant to which the Company agreed
to sell shares of common stock representing
84.89% of the outstanding common stock to
Master Light Enterprises Ltd. ("Master Light"),
a subsidiary of Starlight International Limited
("Starlight"), a publicly held company traded
on the Hong Kong Stock Exchange, for $1
million.  Pursuant to an amendment to the Stock
Purchase Agreement, in January 2001, Master
Light acquired 1,347,420 shares of the
Company's Common Stock, representing 49.11% of
the Company's Common Stock outstanding at that
time, and representatives of Starlight were
appointed to the Board of Directors of the
Company replacing the incumbent directors.


In August 2001, the transactions contemplated
by the Stock Purchase Agreement, as amended,
were consummated and, after rescinding the
purchase of 1,347,420 shares, Master Light
acquired from the Company 26,585,008 shares of
the Company's Common Stock, representing 91.3%
of the Company's currently issued and
outstanding Common Stock.    In September 2001,
additional capital contributions from Starlight
allowed the Company to discharge all the
Company's obligations to its lending
institutions and provided further capital to
allow the Company to meet its ongoing
operational needs.


Starlight owns and operates a number of
subsidiaries throughout the world engaged in
the manufacture, sale and distribution of
consumer electronic products.  Management
anticipates Starlight will provide enhanced
resources for the Company to operate more
competitively.  Management believes that growth
is driven by new products and new product
design.  With the capital that is now available
through Starlight, management expects the
Company's products will have higher quality and
more updated designs.  This should allow the
Company to improve sales in the near future,
barring no significant deterioration in the
economic conditions and more particularly, in
consumer spending.

Since controlled by Starlight International
Limited in August 2001, the Company has adopted
a new fiscal year to coincide with its parent
company's fiscal year for ease of consolidating
accounts in the parent's annual report.  This
report is for a short period covering the last
report of December 31, 2001 to a new fiscal
year end of March 31, 2002.

Products

Clocks - The Company manufactures and markets a
wide range of clocks, including electronic
digital alarm clocks, quartz alarm clocks and
quartz wall clocks.  The Company introduced its
first electronic digital clock in 1977 and
currently offers approximately 20 models which
retail at various prices ranging from
approximately $5 to $20.  The Company's
electronic digital clocks contain
microprocessors, printed circuit boards, light
emitting diodes and ceramic buzzers.  These
products are manufactured by subcontractors in
Hong Kong and the People's Republic of China,
which manufacturers sometimes use components
and materials supplied, and assembling methods
developed, by the Company.  Subcontractors in
Hong Kong and the People's Republic of China
manufacture the Company's wall clocks and
battery operated quartz alarm clocks.

Radios - The Company introduced its first
electronic digital clock radio in 1982 and
currently offers 8 models, with retail prices
ranging from approximately $9 to $20.  The
Company's electronic digital clock radios
contain audio components as well as components
similar to those in its electronic digital
clocks.  Most of the units were manufactured by
subcontractors in Hong Kong and the People's
Republic of China which sometimes use
components and materials supplied by the
Company.

Compact Disc Players - The Company currently o
offered approximately 25 models of compact disc
player and recorder products with retail prices
ranging from $20 to $120.  All of the products
are manufactured by subcontractors in the
People's Republic of China under the Company's
specifications.  Components and material are
supplied by the subcontractors.  Starlight, the
Company's parent company also supplies a
selection of compact disc products.


Licensed Products -  The Company is a party to
a sub-distribution agreement to market in
Canada audio products utilizing the brand- name
"Memorex".  It plans to expand the licensing to
include some alarm clock products to be sold in
the U.S. and Canada.

Marketing

The Company's marketing strategy is targeted at
high volume retailers with broad distribution
networks such as mass merchandisers, drug and
other specialty chain stores, and other
retailers.  The Company did not make any sales
in the US during 2002 but has made steady
progress in establishing a wholesale
distribution channel in Canada.  The Company is
now selling its licensed brand-name "Memorex"
products to Wal-Mart Canada on an exclusive
basis.

The Company continues to look for opportunity
to add licensed brand names to its products
line and is in negotiation with a third party
for an exclusive distribution right.


The Company's current strategy for re-entering
the US market is to locate niche markets.  The
Company's marketing thrust is to mass
merchandisers, speciality chains and other
national and regional chains.

The Company believes that its sales to high
volume retailers depends upon its ability to
deliver a large volume of attractive and
reliable items at prices generally at or below
those of its competitors.

Substantially all of the Company's Canadian
sales are generated by either the Company's
full-time sales staff or sales representatives.
Almost all of the Company's sales in 2002 were
to customers within Canada.  See Note 10 "Notes
to Consolidated Financial Statements" for
financial information about foreign and
domestic operations.

Sales to a mass merchandising chain in Canada
comprise a substantial majority of the
company's sales. The loss of this customer
would have a significant negative
impact on the Company.

The Company's products are generally sold with
a one year limited warranty on labor and parts.


Manufacturing and Supply

Most of the Company's products are manufactured
by subcontractors in the People's Republic of
China.  Substantially all of the subcontractors
assemble products for the Company in accordance
with the Company's specifications.  The Company
performs quality control inspections on the
premises of its subcontractors, and also
inspects its products upon their arrival in its
warehouse in Canada.

All of the components and raw materials used by
the Company are available from several sources
of supply and the Company does not anticipate
that the loss of any single supplier would have
a material adverse effect on its business,
operations or financial condition.  Since
becoming part of the Starlight group, the
Company has been able to obtain supply from
Starlight mainly in the compact disc
categories.  The Company believes this has
improved its position to compete with other
distributors.

Product Development

During 2002, the Company did not introduce any
new electronic digital alarm clocks (LED and
LCD), quartz alarm clocks, quartz wall clocks
and clock radios.  New audio and other products
were developed in conjunction with the sub-
contractors and expenses were borne by the sub-
contractors. During the year ended March 31,
2002, the Company did not spend any significant
amount in product development and yet was able
to introduce several new audio products


Competition

The consumer products industry in which the
Company operates is characterized by intense
price competition, ease of entry and changing
patterns of consumer demand.  Sales volume and
profitability of particular consumer products
can change significantly within a relatively
short period.  Accordingly, the Company is
highly dependent on the ability of its
management to anticipate and respond quickly to
changes in trends for its products.


The Company believes that important factors
necessary to compete include name recognition,
price, quality reliability, attractive
packaging, speed of delivery to customers and
new or additional product features.  The
Company believes that its future success will
depend upon its ability to develop and
manufacture reliable products, which
incorporate developments in technology and
satisfy consumer tastes with respect to style
and design.  Further, the Company's ability to
market such products at competitive prices is
necessary in order to compensate for the lack
of strong consumer name recognition.  In 2002,
the Company has been able to compete better in
the market place, principally owing to the
support of its parent company.  The Company
believes that, through its parent support, it
is a significant manufacturer of compact disc
players products and competes with several
companies, including GPX and Emerson.

Foreign Operations

The Company's sales, warehousing and
administration are headquartered in Toronto,
Canada.  Sourcing, supply and quality
inspection operations are based in Hong Kong.
Foreign currency exposure is limited to
Canadian and Hong Kong exchange rate
fluctuation.

The Company's cost structure is affected by
import duties, loss of favorable tariff rates
for products produced in the countries in which
the Company subcontracts the manufacture of
goods, imposition of import quotas,
interruptions in sea or air transportation and
political or economic changes in countries from
which components or products are exported or
into which they are imported.

The Company will continue to subcontract its
manufacturing needs to subcontractors in Hong
Kong and the People's Republic of China.  Any
material change in the trade policies between
the United States and China might have an
adverse effect on the Company's operations.

Product Liability

The Company maintains product liability
coverage for the Company's operations in the
aggregate amount of $3,000,000.  The Company
has not been the subject of any product
liability litigation.

Government Regulation

The Company's operation is not regulated by the
Federal Government nor any State authorities.
Import tariffs are payable on some products in
accordance with the prevailing tariff rates.

Employees

On March, 2002, the Company had 22 full-time
employees, including 1 in Hong Kong and 21 in
Canada.  In Hong Kong, one employee is engaged
in sales and sourcing support duties.  In
Canada, 8 employees were engaged in warehouse
distribution and service operations and 13 were
sales, administrative and executive personnel.
The Company believes that its relations with
its employees are satisfactory.

Where You Can Find More Information

The Company files annual, quarterly and special
reports, proxy statements and other information
with the SEC.  The Company's SEC filings are
available to the public over the Internet at
the SEC's web site at http://www.sec.gov.  The
Company's documents which are filed may be read
or copied at the SEC's public reference room in
Washington, D.C., at 450 Fifth Street, N.W.,
Washington, D.C. 20549.  Please call the SEC at
1-800-SEC-0330 for further information on the
public reference room.

Item 2.	Description of Property.

The Company's executive offices and principal
domestic manufacturing warehouse facilities are
located in a 26,865 square foot building at 106
Ferrier Street, Markham, Ontario, Canada. Both
the land and building are leased by the Company
under the terms of a lease expiring in July 31,
2005.  Monthly rental is $6,600.  The Company
also made a contribution of $3,000 a month to
share facilities for its Hong Kong based
operation.  The Company believes that its
current facilities are satisfactory for its
present needs and that insurance coverage is
adequate for the premises.

Rental commitment is $79,200 per annum under
the existing lease.

Item 3.	Legal Proceedings.

The Company is from time to time involved in
routine litigation incidental to its business
most of which is adequately covered by
insurance and none of which, in the opinion of
management, is expected to have a material
adverse effect on the Company.

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

During fiscal 2002, the Company did not submit
any matter to a vote of security holders.

PART II

Item 5.	Market for Common Equity and
Related Stockholder Matters

Since March 6, 1996, the Company's Common Stock
has been listed for trading on the OTC Bulletin
Board under the symbol "CSMO."  There were 166
record holders of the Common Stock on July, 10,
2002.  However those shares being held at
various clearing houses, including Cede &
Company have not been broken down.
Accordingly, the Company believes there are
many more beneficial owners of the Company's
Common Stock whose shares are held in "street
name", not in the name of the individual
shareholder

The following table sets forth the high and low
prices for the Common Stock as reported for the
periods indicated.  During 2001, the Company's
Common Stock was removed from the OTC Bulletin
Board and there were no quotes of high and low
in most of 2001 and none in fiscal period 2002.


	Fiscal Period	High	Low

2001	First Quarter		0.5625   	0.001
	Second Quarter		No quote 	No quote
	Third Quarter		No quote  	No quote
	Fourth Quarter		No quote 	No quote

2002	First Quarter	....	No quote	No quote


On March 22, 2001, the last reported sales
price for the Common Stock on the OTC Bulletin
Board was $0.003 per share.

It is the present policy of the Company's Board
of Directors to retain earnings.  The Company
has not declared any dividends in the past.
Any payment of cash dividends in the future
will be dependent upon the financial condition,
capital requirements and earnings of the
Company and other factors, which the Board of
Directors may deem relevant.

Item 6.  Management's Discussion and Analysis

Results of Operations

The following table sets forth, for the periods
indicated, the relative percentages that
certain items in the Company's Consolidated
Statements of Operations bear to sales and the
percentage of change  in those items from
period to period:
									Percentage of
									 Increase
As a Percent of Sales (Decrease)for quarter
	Year Ended          Quarter ended	ended
	December 31,	  March 31,	March 31,
	2001		2002	2001	2001 to 2002

									(Unaudited)

Sales				100%		100%		100%		112.2%
Cost of Sales		89.1%		86.8%		92.0%		101.0%

Gross Margin		10.9%		13.2%		8.0%		251.0%

Selling, General and
   Administrative expenses	17.6%		17.0%		29.5%		22.3%

Loss from operations		(6.7%)		(3.8%)		(21.5%)		(61.9%)

Other income (expense)	3.9%		5.0%		(3.1%)		445.0%

Net Income (Loss)		(2.8%)		1.2%		(24.6%)		110.1%


Comparison of the quarter ended March 31, 2002
to the quarter ended March 31, 2001 (unaudited)

(For the results of operations in the fiscal
period ended March 31, 2002, management thought
it was more relevant to comment the result of
this short fiscal year (one quarter) in
comparison with the same quarter in 2001,
rather than the full fiscal year of 2001).

Sales increased by 112% or $1,454,000 for the
quarter ended March 31, 2002.  Higher sales
were due to stronger consumer demand of the
compact disc players and the introduction of on
a trial basis, several higher end products such
as a combined television and DVD player unit
and other newer design compact disc players in
the first quarter of 2002.  This also reflects
the improvement in management since August
2001.


Cost of sales rose by 101% or $1,195,000.  This
change was relatively smaller than change in
sales and hence gross margin was lifted from 8%
in 2001 to 13% in 2002.  Sourcing of products
has been made more efficient, mainly due to
resources available from the parent company,
which manufactures consumer electronics
products in China.


Selling, general and administrative expenses
increased by 22%, largely due to higher sales
activities.

Revenue earned from commission interests and
foreign exchange rose by 445% or $178,000 in
2002.  The Company earned commissions as
distributor for an unrelated party in Canada
through its existing sales channels and as a
sales broker connecting a major direct importer
to manufacturer.

Net result in 2002 was a profit of $32,000 and
represents a 110% improvement as compared with
a net loss of $318,000 in the same quarter of
2001.

Liquidity and Capital Resources

The Company's working capital improved from a
deficit of $3,083,000 as at March 31, 2001 to a
deficit of $833,000 as at March 31, 2002.  The
ratio of current assets to current assets to
current liabilities at March 31, 2002 was 0.8
to 1, as compared to 0.35 to 1 at March 31,
2001.  The improvement in liquidity was
attributable to the capital resources provided
by the parent company, including a loan of
$1,353,000, which is classified as current
liability, but the parent company has no plan
to recall the repayment of this loan in the
near future.  The balance of this loan bears
interest at prime plus 1% per annum.  Balance
at March 31, 2002 included interest accrued.

In addition, parent company provided working
capital to the Company through trades.  Balance
of trade payable to the parent company at March
31, 2002 was $1,314,000.

The Company's working capital decreased from a
deficit of $720,000 as at December 31, 2001 to
a deficit of $833,000 as at March 31, 2002.
The ratio of current assets to current
liabilities at March 31, 2002 was 0.8 to 1 as
compared to 0.8 to 1 at December 31, 2001.
Significant capital resources were provided by
the parent company, including a loan of
$1,353,000, which is classified as current
liability, but the parent company has no plan
to recall the repayment of this loan in the
near future.  The balance of this loan bears
interest at prime plus 1% per annum.

The Company is subject to risk from exchange
rate fluctuations.  While the Company's product
purchases are transacted in United States
dollars, most transactions among the suppliers
and subcontractors are effected in HK dollars.
Accordingly, fluctuations in Hong Kong monetary
rates may have an impact on the Company's cost
of goods.  Furthermore, appreciation of Chinese
currency values relative to the Hong Kong
dollar could increase the cost to the Company
of the products manufactured in the People's
Republic of China, and thereby have a negative
impact on the Company.  As well since the
majority of the Company's sales are in Canadian
dollars, the Company is at risk with regards to
the conversion of Canadian dollars to US
dollars to pay its suppliers.  Therefore,
fluctuations in the conversion rate may have an
impact on the Company. Based on the Company's
evaluation of anticipated changes in exchange
rates, the Company may from time to time
purchase forward exchange contracts to hedge
against these risks.  However, the Hong Kong
dollar remains the functional currency of the
Company's Hong Kong subsidiaries, and the
Company does not hedge against risks of foreign
currency transaction or translation loss.

Item 7.	Financial Statements.

See the Company's Consolidated Financial
Statements following page 17 of this Annual
Report on Form 10-KSB.

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

The Company has reported no disagreements.

PART III

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

Directors and Executive Officers

Pursuant to the Bylaws of the Company, the
number of directors constituting the full Board
of Directors has been fixed by the Board at
three (3).  At the Annual Meeting of
Shareholders,  three (3) individuals will be
elected to serve as directors until the next
annual meeting and until their successors are
duly elected, appointed and qualified.

Set forth below is the name, age, principal
occupation during the past five years and other
information concerning each director and
executive officer.

Name	Age	Position
Philip Lau	54	Chairman of the Board of
Directors, and President
Peter Horak	61	Chief Executive Officer,
Canada
Yu Wing Kin	50	Vice President,
Administration, Hong Kong

Carol Atkinson	53	Director

Jacky Lau	43	Director

Mr. Philip Lau, Chairman of the Board of
Directors, was appointed in January 2001 after
Starlight International Limited acquired 49% of
the voting shares of the Company.  Since 1987,
Mr. Lau has been the Chairman of Starlight
International, an electronics company the
shares of which are listed on the Hong Kong
Stock Exchange, and has extensive experience in
the consumer electronics business.

Mr. Peter Horak, President of Cosmo Canada, was
appointed as the Chief Executive Officer in
January 2001.  Mr. Horak was the co-founder of
Cosmo's Canadian subsidiary and has been its
chief executive officer since 1988.  Mr. Horak
is the Company's chief sales, marketing, and
sourcing executive.

Mr. Kin has served as Vice President of
Administration of Cosmo Hong Kong since joining
the Company in August 1978.

Ms. Atkinson has served as a director of the
Company since January 2001 after Starlight
International Limited acquired its shares.
Since January 2001, Ms. Atkinson has served as
Chief Financial Officer of Cosmo Communications
Corporation. Prior to this, she was self-
employed as a financial consultant.

Mr. Jacky Lau has served as a director of the
Company since January 2001 after Starlight
International Limited acquired its shares.  He
joined Starlight International in 1987 as the
Director of Material Sourcing.

Mr. Philip Lau, Mr. Jacky Lau and Ms. Atkinson
are siblings.

Directors are elected annually by the
shareholders and hold office until the next
annual meeting and until their respective
successors are elected and qualified. There are
no other family relationships among any of the
Company's directors and executive officers.

Section 16(a) Beneficial Ownership and
Reporting Compliance

The directors and executive officers of the
Company, and the owners of more than ten (10%)
percent of the Company's outstanding Common
Stock, are required to file reports with the
Securities and Exchange Commission, reporting
changes in the number of shares of the
Company's Common Stock beneficially owned by
them and provide the Company with copies of all
such reports.  Based solely on its review of
the copies of such reports furnished to the
Company and written representations from the
executive officers and directors, the Company
believes that all reports were timely made for
the quarter ended March 31, 2002

Item 10.		Executive Compensation Summary Compensation Table.

The following table sets forth, for the 2002
and 2001 fiscal periods, respectively,
compensation paid or accrued by the Company to
or on behalf of the Company's Chief Executive
Officer and each other executive officer whose
total annual salary and bonus for the 2002
fiscal year totaled $100,000 or more
(collectively, the "Named Executive Officers").
                                  		 							              Annual Compensation
(1)
    2002		2001	   2002	2001
  All Other
(3 months			     (3 months
ended			   	   ended
March 31,)                     March 31,)
Name and Principal Position	Salary ($)	Bonus
($)	Compensation

Starlight International
5/F, Shing Dao Industrial Building
232 Aberdeen Main Road
Hong Kong
Philip Lau
 none	none	   none	none
   (1)

Peter Horak
CEO, Canada
32,500	129,000	   none	none
		   (1)

Carol Atkinson
none	none	   none	none			   (1)

Jacky Lau
 none	none	   none	none			   (1)


 (1)  The column for "Other Annual
Compensation" has been omitted because there is
no compensation 	required to be reported in
such column.  The aggregate amount of
perquisites and other personal benefits
provided to each Named Executive Officer is
less than 10% of the total of annual salary and
bonus of such officer.

Option Grants Table.  No options were granted
or exercised during first quarter 2002.

Aggregated Fiscal Year-End Option Value Table.
No Named Executive Officers held any options as
of the fiscal quart ended March 31, 2002.

Long-Term Incentive and Pension Plans.  The
Company does not have any long-term incentive
or pension plans.

Compensation of Directors.  Directors who are
not officers of the Company generally receive
meeting attendance fees of $300. However, each
such director waived his right to receive such
fees during fiscal 2002.  Annual retainers are
not currently provided to directors; however,
such retainers may be re-instituted in the
future.  Directors are eligible to receive
grants of options under the Company's stock
option plan.  No stock options were granted to
any directors of the Company during fiscal
2002.

Item 11.	Security Ownership of Certain
Beneficial Owners and Management.
The information contained in the table was
furnished by the persons listed therein.  The
calculations of the percent of shares
beneficially owned are based on 29,104,066
shares of common stock outstanding on July 10,
2002.  None of the persons named below own any
options or warrants to purchase shares of the
Corporation's common stock.

Name and Address
Beneficial Ownership
of Common Stock
Current
Percent of Class
Starlight International
5/F, Shing Dao Industrial Building 232 Aberdeen Main Road, 5th Floor
Hong Kong
Philip Lau
Carol Atkinson
Jacky Lau
Peter Horak
26,585,008(1)


26,585,008(1)
none
none
257,500
91.3%


91.3%


0.9%
All Directors and Executive Officers as a
Group (4 persons)
26,842,508(1)
92.2%

(1)	Includes 26,585,008 shares owned by
Master Light Enterprises, Ltd., of which Mr.
Lau is the controlling stockholder.


Item 12. 	Certain Relationships and Related
Transactions.

As of March 31, 2002, the Company owed
approximately $2,667,000 to its parent group of
companies,  principal shareholders of the
Company. $1,314,000 was owed in the form of
trades payable.  The balance was in the form of
a loan.  During fiscal 2002, the Company
purchased $1,520,364 of products from its
parent group of companies and received $ 16,906
as commissions in the sales brokerage
activities.
..

Item 13.	Exhibits, Lists and Reports on Form
8-K.

(a)	1.	Financial Statements:

Reference is made to the index to the Company's
Consolidated Financial Statements following
page 17 of this Annual Report on Form 10-KSB.


	2.	Financial Statement Schedules:

These schedules are otherwise contained within
the Company's Consolidated Financial Statements
following page 17 of this Annual Report on Form
10-KSB.

3.	Exhibits:

 		Exhibit No.	 Description
3.1.1	Registrant's Articles of Incorporation,
as amended
3.2		Registrant's Bylaws (1)
10.1	Amended and Restated 1990 Stock Option
Plan (Compensatory              Plan)(2)
10.2	Stock Purchase Agreement dated April 28,
2000 by and among Company, Amancio Victor
Suarez, Carlos Ortega, Amancio J. Suarez and
Master Light Enterprises Ltd., as assignee of
Starlight Marketing Development Ltd. and the
related letter agreements supplementing and
modifying the terms of the Stock Purchase
Agreement April 19, 2000, July 13, 2000, July
27, 2000, November 20, 2000 and August 20,
2001.

22.1		List of Registrant's Subsidiaries
(3)____________________


(1)  Incorporated by reference to the exhibit
with the same number filed with the
Registrant's Registration Statement No. 2-
83088.

(2)  Incorporated by reference to  exhibit 10.2
filed with the Registrant's Annual Report on
Form 10-K for fiscal 1990.

(3)  Filed in part herewith, and incorporated
by reference to (i) exhibits 10.8, 10.9, 10.10,
10.11, 10.12 and 10.13 filed with the
Registrant's Annual Report on Form 10-K for
fiscal 1989, and (ii) exhibits 10.4 filed with
the Registrant's Annual Reports on Form 10-K
for fiscal 1990, 1991 and 1992, respectively.

(b) 	Reports on Form 8-K

No reports on Form 8-K were filed during the
last quarter of the period covered by this
report.

Signatures

In accordance with Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

COSMO COMMUNICATIONS CORPORATION
DATED: September 10, 2002                                 /s/ Peter Horak
PETER HORAK
Chief Executive Officer, Canadian Operation

In accordance with the Exchange Act of 1934,
this report has been signed below by the
following persons on behalf of the registrant
and in the capacities and on the dates
indicated.

DATED: September 10, 2002
										/s/ Philip Lau
PHILIP LAU,
Chairman of the Board
President

										/s/ Carol Atkinson
CAROL ATKINSON
Chief Financial Officer











COSMO COMMUNICATIONS CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
    Page

REPORT OF INDEPENDENT AUDITORS   							F-1

CONSOLIDATED BALANCE SHEETS AS OF
MARCH 31, 2002 AND DECEMBER 31,2001   				  		F-2

CONSOLIDATED STATEMENTS OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 2002 AND
THE YEAR ENDED DECEMBER 31, 2001 								F-3

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
FOR THE THREE MONTHS ENDED MARCH 31, 2002
AND YEAR ENDED DECEMBER 31, 2001								F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
THE THREE MONTHS ENDED MARCH 31, 2002
AND YEAR ENDED DECEMBER 31, 2001								F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  				F-6



Schwartz Levitsky Feldman LLP
Chartered Accountants
Toronto, Montreal, Ottawa


REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of

  Cosmo Communications Corporation and
Subsidiaries:

We have audited the accompanying consolidated
balance sheets of Cosmo Communications
Corporation and subsidiaries (incorporated in
Florida) as of March 31, 2002 and December 31,
2001, and the related consolidated statements
of operations, stockholders' deficiency, and
cash flows for the three months ended March 31,
2002 and for the year ended December 31, 2001.
These consolidated financial statements are the
responsibility of the Company's management.
Our responsibility is to express an opinion on
these consolidated 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, such consolidated financial
statements referred to above present fairly, in
all material respects, the consolidate
financial position of Cosmo Communication
Corporation and Subsidiaries as of March 31,
2002 and December 31, 2001 and the results of
its operations and its cash flows for  the
three months ended March 31, 2002 and for the
year ended December 31, 2001, in accordance
with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial
statements have been prepared assuming the
Company will continue as a going concern. As
discussed in Note 1 to the consolidated
financial statements, the Company has incurred
significant losses and has significant working
capital and stockholder deficiencies.  These
conditions raise substantial doubt about its
ability to continue as a going concern.
Management's plans relating to those matters
are also described in Note 1. The consolidated
financial statements do not include any
adjustments that might result from the outcome
of this uncertainty.



Chartered Accountants
Toronto,Canada

July 10, 2002


COSMO COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2002 AND DECEMBER 31, 2001
ASSETS						                      			                2002               2001
  ($ in 000's)	   ($ in 000's)
CURRENT ASSETS:
 Cash and cash equivalents
                 $  295			$   449
  Accounts receivable, net of allowance for
doubtful accounts of  $34,000 and $32,000, in
2002 and 2001, respectively
(note 2)       1,327                     990

  Inventories	1,485		  1,657

  Other assets	7		   7
 	   	   __________       _________

Total current assets
	      3,114		  3,103

PROPERTY AND EQUIPMENT, net (note 3)
	     13			       14

DEFERRED CHARGES, NET OF AMORTIZATION OF $2,000
	     34			         -
         ___________        __________

Total	    $ 3,161	    	   $3,117

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
   Bank overdraft						    $	  164		  $	   -
  Accounts payable and accrued expenses
	         1,116	    	         1,307
  Accounts payable to related party(note 5)		1,314 			1,194
  Loan from related party (note 4 &5)	      1,353  	   	1,322
    __________         __________
    Total current liabilities 		      3,947		3,823


STOCKHOLDERS' DEFICIENCY:

 Common Stock (note 6 and note 7)			1,571	               1,571

Treasury stock (note 6)					 (116)		(116)
 Additional paid-in capital
	26,273	        26,273
 Accumulated deficit
	26,814)	      (26,846)
 Accumulated other comprehensive loss
	(1,700)        	        (1,588)
    __________        _________
Total stockholders' deficiency
           (786)    	          (706)
        __________        _________
Total
    $    3,161    	        $ 3,117


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




     F-2

COSMO	 COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND
FOR THE YEAR ENDED DECEMBER 31, 2001

2002              		2001

($ in 000's)		  ($ in 000's)

     (except per share data)

SALES, net	$    2,750		 $ 10,425

COST OF SALES 2,387	   	9,287
            __________

GROSS MARGIN 363		   1,138
		__________    __________

OPERATING EXPENSE
Selling  134	   	  803
General and administrative              	   333	        1,027
Amortization 2             4
      _________    _________
	469		1,834
__________     _________
LOSS  FROM OPERATIONS
   (  106) 		( 696)
__________    _______

OTHER INCOME (EXPENSE):
   Interest expense						( 32 )	(232)
Interest income           			   	   -				     35
Commissions							 160				   692
Exchange gain (losses)
    10			       (91)
 	138				  404                                  __________

NET INCOME ( LOSS)
  $  32        		     $     (292)

BASIC AND DILUTED INCOME (LOSS) PER
COMMON STOCK    							$       0.00       	                  $  (0 .03)


WEIGHTED AVERAGE NUMBER OF COMMON
STOCKS USED IN COMPUTING INCOME (LOSS)
PER SHARE						29,104,000          11,524,000


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



F-3





COSMO COMMUNICATIONS CORPORATION AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
DEFICIENCY
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND
THE YEAR ENDED DECEMBER 31, 2001
($ in 000s except issued share data)
                                                      Common	       Accumulated
Stock              Additional                                           Other
___________       Shares __
Paid-in          Accumulated   Comprehensive
Number      Amount             Capital
Deficit          Income (Loss)       Total


BALANCE,DECEMBER 31, 2000
2,744,000      137                 25,410
(26,554)             (1,547)	   ( 2,554)

Shares issued
28,675,000	        1,434
  863		 2,297

Redemption of
Common stock
and issuance of
Treasury stock	          (2,315,000)       (116)				     (116)

Net loss
(292)				     (292)

Other comprehensive
   loss:
   Foreign Currency
   Translation
(41)           (41)
________     ________    __________
 __________        ________

BALANCE, DECEMBER 31, 2001
29,104,000          1,455           26,273
(26,846)            (1,588)	        (706)

Net income							 32					   32

Other comprehensive
   loss :
   Foreign Currency
   Translation (note 8) 												    (112)            (112)
_________     ________    __________     __________   	_________       ________
BALANCE, MARCH 31,  2002
29,104,000        $1,455        $ 26,273
$ (26,814)         $ (1700)     $   (786)





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


F-4


COSMO COMMUNICATIONS CORPORATION AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND
THE YEAR ENDED DECEMBER 31, 2001
	2002             	2001
    ($ in 000's)			($ in 000's)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
$      32	 		   $    (292)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
  Depreciation and amortization
   2					      4
Decrease (increase) in accounts receivable,
 net  (337)					 (206)
(Increase) decrease  in inventories, other current assets and other assets
     172	                   (264)
Increase (decrease) in accounts payable
and accrued expenses and other current liabilities
(27)			          (766)
Increase in accounts payable with related
party
120					1,242
Increase in deferred charges
 ( 36)				     -
Foreign Currency Translation adjustment
(111)            			   (41)
_________                       __________

Net cash provided by (used in) operating
activities
(185)				  (323)


CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment
    -				  (9)
___________			  _________
Net cash provided by (used in) investing
activities
   -					   (9)____________              _________

CASH FLOWS FROM FINANCING ACTIVITIES :
Repayment of notes and loans
    -				    (1,189)
Increase in related party loan
     31				1,322

Repayment of credit facility
-		  		           (998)
Proceeds from shares issued
    -				          1,000
 _________                     	__________
Net cash (used in) provided by financing
activities
   31				   	   135
__________                 	__________
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
(154)				   	   (197)


CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE PERIOD
449				  	     646
__________                  	 __________

CASH AND CASH EQUIVALENTS AT THE
END OF THE PERIOD
  $       295       		  $    449
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION - Cash paid during the period for interest
$         0                 $          169





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



F-5






COSMO COMMUNICATIONS CORPORATION AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2002 AND DECEMBER 31, 2001

1.	GENERAL AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

General - Cosmo Communications Corporation and
subsidiaries (the "Company") markets and
distributes consumer electronic products.  The
Company has operations in Hong Kong and Canada.
Change in fiscal year ending period - The
Company has adopted a new fiscal year ending
period from December 31 to March 31 in order to
coincide with the fiscal year-end of its parent
company.

Summarized Consolidated Statements of
Operations for the 3 months ended March 31,
2002 and 2001 (unaudited)
		2002		2001
		($ in 000's)		($ in 000's)
				(Unaduited)

Sales		2,750		1,296
Gross margin		365		104
Loss from operations		(106)		(278)
Other income (expense)		138		(40)
Net income (loss)		32		(318)

Basic and diluted income loss per common stock		0.00		(0.12)



Results of operations are subject to
significant seasonal variations and
accordingly, the net income for the three
months ended March 31, 2002 are not necessarily
indicative of the results of operations for a
full year.

Financial Difficulties and Management's Plans -
The Company had accumulated significant losses
from operations, and  has a significant working
capital and stockholder deficiency.  The
Company continued to experience intense price
competition in the consumer electronic retail
market in 2002.  Currently, the Company only
operates  in Canada and in Hong Kong.
Management believes that the support of the new
shareholder will provide the Company with the
resources necessary to meet its obligations
over the next year.  The Company's ability to
ultimately return to profitability is dependent
upon a number of factors beyond its control,
including the overall retail climate and
competition and resources injected by the new
shareholder.
Use of Estimates - The preparation of
consolidated financial statements in conformity
with generally accepted accounting principles
in the United States of America requires
management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities at the date of the consolidated
financial statements and the reported amounts
of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
Fair Value of Financial Instruments - The
Company's financial instruments include cash
and cash equivalents, receivables, payables,
debt and credit facilities. The fair values of
such financial instruments have been determined
based on current market interest rates as of
March 31,  2002. The fair values of these
instruments were not materially different than
their carrying (or contract) values.
Principles of Consolidation - The Company
includes, in consolidation, its wholly owned
subsidiaries, Cosmo Communications Canada
Corporation and Cosmo Communications (H.K.)
Limited.  All significant intercompany
transactions and balances have been eliminated
upon consolidation.
Cash and Cash Equivalents - All highly liquid
instruments with a maturity of three months or
less when acquired are considered cash
equivalents.

F-6

Inventories - Inventories are stated at the
lower of cost (first-in, first-out) or market.

Other asset- Other asset consists of deposits
on rental leases.
Property and Equipment - Property and equipment
is stated at cost.  Amortization is provided
using the straight-line method over the
estimated useful lives of the related assets
which range from three to eight years for
property and equipment, other than the
building, which is amortized over thirty years.
Deferred Charges - Deferred charges consist of
costs of the financing and reorganization of
the company and are to be amortized over 5
years.
Foreign Translation Adjustment - The accounts
of the foreign subsidiaries were translated
into U.S. dollars in accordance with the
provisions of  Financial Accounting Standards
Board Statement No. 52 ("SFAS 52").  Management
has determined that the Hong Kong dollar is the
functional currency of the Hong Kong
subsidiaries and the Canadian dollar is the
functional currency of the Canadian subsidiary.
Certain current assets and liabilities of these
foreign entities are denominated in U.S.
dollars.  In accordance with the provisions of
SFAS 52, transaction gains and losses on these
assets and liabilities are included in the
determination of income for the relevant
periods.  Adjustments resulting from the
translation of the financial statements from
their functional currencies to United States
dollars are accumulated as a separate component
of accumulated other comprehensive income and
have not been included in the determination of
income for the relevant periods.
Revenue Recognition - Sales are recognized upon
shipment of goods as that is the point at which
title passes to the customer, net of estimated
sales returns.  Revenue is recognized if
persuasive evidence of an agreement exists, the
sales price is fixed or determinable, and
collectibility is reasonably assured.
Concentrations of Credit Risks - The Company's
receivables are unsecured and are generally due
in 30 days.
Income Taxes - The Company follows the
guidelines contained in Financial Accounting
Standards Board Statement 109, Accounting for
Income Taxes ("SFAS 109").  SFAS 109 requires
an asset and liability approach for financial
accounting and reporting for income taxes.  In
addition, SFAS 109 requires that deferred tax
liabilities and assets be adjusted in the
period of enactment for the effect of an
enacted change in tax laws or rates.  Valuation
allowances are established when necessary to
reduce deferred tax assets to the amount
expected to be realized.
Loss Per Share - Basic loss per share is
computed based on the average number of common
shares outstanding and diluted loss per share
is computed based on the average number of
common and potential common shares outstanding.
As of each period ended there were no dilutive
common equivalent shares. The stock options
discussed in Note 7 could potentially dilute
earnings per share in the future but were not
included in diluted loss per share since they
would be anti-dilutive for the periods
presented.
Stock-Based Compensation Plans -  Stock-based
compensation plans include all arrangements by
which employees and non-employee members of the
Board of Directors receive shares of stock or
other equity instruments of the Company or the
Company incurs liabilities to employees in
amounts based on the price of the Company's
stock.  The Company has chosen to continue to
account for stock-based plans using the
intrinsic value method prescribed by Accounting
Principles Board Opinion ("APB") No.25,
Accounting for Stock issued to Employees and
related interpretations. Accordingly,
compensation cost of stock based compensation
is measured as the excess, if any, of the fair
value of the Company's stock at the date of the
grant over the amount an employee or non-
employee member of the Board of Directors must
pay for the stock.  The Company did not enter
into any stock based compensation arrangement
in 2002 or 2001.
Comprehensive Income (Loss) - Statement of
Financial Standards No. 130, Reporting
Comprehensive Income requires that all
components of  comprehensive income be reported
in a full set of general purpose financial
statements. Accumulated other comprehensive
loss as presented on the consolidated
statements of  stockholders' deficiency
represents the foreign currency translation
adjustment.
Derivative Instruments and Hedging Activities -
In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of
Financial Accounting Standard ("SFAS") No. 133,
Accounting for Derivative Instruments and
Hedging Activities.  SFAS No. 133 establishes
accounting and reporting standards requiring
that every derivative instrument(including
certain derivative instruments embedded in
other contracts) be recorded in the balance
sheet as either an asset or a liability
measured at its fair value.  SFAS No. 133
requires that changes in the derivative's fair
value be recognized currently in earnings
unless specific hedge accounting criteria are
met.  Special accounting for qualifying hedges
allows a derivative's gains and losses to
offset related results on the hedged item in
the income statement, and requires that a
company must formally document, designate and
assess the effectiveness of transactions that
receive hedge accounting treatment. In June
1999, the FASB issued SFAS No. 137, Accounting
for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of
adoption of SFAS No. 133 to fiscal years
beginning after June 15, 2000.  The Company
does not believe that the adoption of SFAS No.
133 will have a material impact on its
consolidated financial statements.
Recent accounting pronouncements -In April
2001, the EITF reached a consensus with respect
to EITF Issue No. 00-25, "Vendor Income
Statement Characterization of Consideration to
a Purchaser of the Vendor's Products or
Services."  The consensus included a conclusion
that consideration from a vendor to a retailer
is presumed to be a reduction to the selling
prices of the vendor's products and, therefore,
should be characterized as a reduction of
revenue when recognized in the vendor's income
statement. That presumption can be overcome,
and the consideration may be characterized as a
cost, if certain conditions are met.  Such
reclassification will reduce sales and gross
margin, but will have no impact on operating
income or net earnings.  The Company is
currently evaluating the impact of adoption of
this EITF consensus.

In June 2001, the Financial Accounting
Standards Board, or FASB, issued Statement of
Financial Accounting Standards, or SFAS, No.
141, "Business Combinations," and SFAS No. 142,
"Goodwill and Other Intangible Assets."  SFAS
No. 141 requires that the purchase method of
accounting be used for all business
combinations initiated after June 30, 2001and
no longer permits the use of the pooling-of-
interests method.  SFAS No. 142 requires that
amortization of goodwill cease and the carrying
value of goodwill be evaluated for impairment
at least annually using a fair value test.
Identifiable intangible assets will continue to
be amortized over their useful lives and
reviewed at least annually for impairment using
a method appropriate to the nature of the
intangible asset.  We adopted SFAS No. 141 and
SFAS No. 142.  We do not expect our adoption of
SFAS No. 141 or SFAS No. 142 to have a material
impact on our financial position or results of
operations.

In August 2001, the Financial Accounting
Standards Board issued Statement of Financial
Accounting Standard No. 143, "Accounting for
Asset Retirement Obligation" (SFAS No. 143).
SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002, and will require
companies to record a liability for asset
retirement obligations in the period for which
they are incurred, which typically could be
upon completion or shortly thereafter.  The
FASB decided to limit the scope to legal
obligation and the liability will be recorded
at fair value.  The effect of adoption of this
standard on the Company's results of operations
and financial position will be evaluated.

On October 2001, the Financial Accounting
Standards Board issued Statement of Financial
Accounting Standard No. 144.  "Accounting for
the Impairment or Disposal of Long-Lived
Assets" (SFAS No. 144).  SFAS No. 144 is
effective for fiscal years beginning after
December 15, 2001.  It provides a single
accounting model for long-lived assets to be
disposed of and replaces SFAS No. 121
"Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed
Of."  The effect of adoption of this standard
on our results of operations and financial
positions is being evaluated.
In April 2002, the FASB issued SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and
Technical Corrections." Statement 145 rescinds
Statement 4, "Reporting Gains and Losses from
Extinguishment of Debt-an amendment of APB
Opinion N. 30", which required all gains and
losses from extinguishment of debt to be
aggregated and, if material, classified as an
extraordinary item, net of related income tax
effect.  As a result, the criteria set forth by
APB Opinion 30 will now be used to classify
those gains and losses. Statement 64 amended
Statement 4, and is no longer necessary because
Statement 4 has been rescinded. Statement 44
was issued to establish accounting requirements
for the effects of transition to the provisions
of the Motor Carrier Act of 1980.  Statement
145 also amends Statement 13 to require certain
lease modifications that have economic effects
similar to sale-leaseback transactions be
accounted for in the same manner as sale-
leaseback transactions.  This Statement also
makes non-substantive technical corrections to
existing pronouncements.  SFAS No. 145 is
effective for fiscal years beginning after May
15, 2002 with earlier adoption encouraged.  The
Company does not expect the provisions of SFAS
No. 145 to have a material impact on the
Company's financial position or results of
operations.
In June 2002, the FASB issued SFAS No. 146,
"Accounting for Costs Associated with Exit or
Disposal Activities".   SFAS No. 146 addresses
financial accounting and reporting for costs
associated with exit or disposal activities and
nullifies Emerging Issues Task Force (EITF)
Issued No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)".  This
statement requires recognition of a liability
for a cost associated with exit or disposal
activity when the liability is incurred, as
opposed to when the entity commits to an exit
plan under EITF No. 94-3.  This statement also
establishes that fair value is objective for
initial measurement of the liability.  The
provisions of this statement are effective for
exit or disposal activities that are initiated
after December 31, 2002.  The Company does not
expect the provisions of SFAS No. 145 to have a
material impact on the Company's financial
position or results of operations.


 2.	ACCOUNTS RECEIVABLE
The activity for the allowance for doubtful
accounts is as follows for the three months
ended March 31, 2002 and for the year ended
December 31, 2001:

2002    		    2001
($ in 000's)		($ in 000's)
	Beginning balance  		 	 			     $   32			    $  52
	Provision		         	        			 	           2	 	   	        32
	Write-offs, net of recoveries				        (- )			      (52)
   	Ending balance				      			      $  34			    $  32
The Company carries accounts receivable at the
amounts it deems to be collectible.
Accordingly, the Company provides allowances
for accounts receivable it deems to be
uncollectible based on management's best
estimates. Recoveries are recognized in the
period they are received. The ultimate amount
of accounts receivable that become
uncollectible could differ from those
estimated.

3.	PROPERTY AND EQUIPMENT
Property and equipment consisted of the
following as of March 31 2002 and December 31,
2001:

2002			     2001
    ($ in 000's)		($ in 000's)


	Leasehold improvements      		   		    	   	       12	                 12
	Plant and equipment				   				       43	                 43

Furniture and fixtures							       29		         29
Total 									               84		         84
Less accumulated depreciation and amortization
       (    71)                     (70)
      $       13	         $       14




4.	OTHER CURRENT LIABILITIES
	2002      		2001
 ($ in 000's)           ($ in 000's)
Bank indebtedness
$        164		     	$      -
Loan from related party
 $   1,353			$1,322
Bank indebtedness - Temporary
overdraft arrangement was obtained from a bank
in Hong Kong by a subsidiary

Loan from related party - The Company received
a loan from  the ultimate parent, group of
companies, Starlight International Holdings Ltd
("Starlight") in August 2001.  This loan bears
interest at prime rate plus 1% and is payable
on demand.  As of March 31, 2002, total owed
was $1,353,000 including interest accrued

5.	RELATED PARTY TRANSACTIONS

Apart from those as disclosed in note 4, the
Company's transactions with related party which
in the opinion of the directors, were carried
out on normal commercial terms and in the
ordinary course of the Company's business.


As of March 31, 2002, the Company owed
approximately $2,667,000 ($2,564,000 in
December 31, 2001) to Starlight group of
companies, principal shareholder of the
Company.  As of March 31, 2002, $1,314,000
($1,242,000 in December 31, 2001) was owed in
the form of trade payable.

The balance was in the form of a loan (see note
4).  During the three months ended March 31,
2002, the Company purchased $ 1,676,000 of
goods from Starlight and received $ 11,000 in
commissions.


6.	COMMON STOCK AND TREASURY STOCK
(a)	Authorized

30,000 Preferred stock, cumulative, convertible
at $0.01 par value
9,970,000 Preferred stock, at $0.01 par value
50,000,000 common stock at $0.05 par value
On June 19, 2001, shareholders of the Company
at a Special Meeting, approved the amendment of
the Company's Articles of Incorporation to
increase the number of authorized shares from 4
million to 50 million shares.
(b)	Issued									2002			2001
											   $			    $
											 ('000)		 ('000)
29,104,000 common stock						   1,571		  1,571

In August 2001, the transactions contemplated
by the Stock Purchase Agreement, as amended,
were consummated and, after the purchase of the
1,347,420 shares by Master Light were
rescinded, Master Light acquired from the
Company 26,585,000 shares of the Company's
Common Stock, representing 91.3% of the
Company's currently issued and outstanding
Common Stock.  As part of the Stock Purchase
Agreement, the stock of two of the Company's
subsidiaries, Cosmo Telecom Corp. and Cosmo
World Wide Corp., were transferred to the
former controlling shareholders of the Company.

Under the terms of the Agreement above, the
Company issued to two executive officers of the
Company's Canadian operating subsidiary an
aggregate of 535,000 shares of newly issued
common stock in consideration of their
agreement to release the Company from its
obligation to repay $79,425 owed to them and
from any other claims which they might have
against the Company and its subsidiaries and
thereof respective directors, officers or
stockholders. They agreed to surrender an
aggregate of 20,000 shares as treasury stock

In 2001, The Company's outstanding bridge loan
of $400,000 with an accrued interest of $76,300
was discharged by a credit against the purchase
price Starlight paid for the shares of the
Company that it purchased.

In September 2001, the two loans with
outstanding balances as of December 31, 2000 at
$997,994 and $749,528 were repaid in full.
Further, the loan balance due to major
shareholders of $1,181,147 was discharged by
the Company through the issuance of 1,555,000
shares of common stock. These principal
shareholders also agreed to surrender an
aggregate of 2,294,567 shares as treasury stock
(note 4).


7.	STOCK OPTION PLAN
Stock Option Plan - The Board of Directors of
the Company (the "Board") adopted the 1990
Stock Option Plan (the "Plan) effective
December 15, 1990.  Effective December 23,
1994, the 1990 Stock Option Plan was amended
and restated.  The Plan reserved 270,000 shares
of common stock for issuance thereunder.  Under
the Plan, the Company may grant incentive stock
options, nonqualified stock options, and stock
appreciation rights.  The purpose of the Plan
is to further the best interests of the Company
and its subsidiaries by encouraging employees
and consultants of the Company and its
subsidiaries to continue association with the
Company.  The employees eligible to participate
in the Plan as recipients of stock options or
stock appreciation rights are such officers and
employees of the Company and such other key
employees of the Company and its subsidiaries,
as the Board shall from time to time determine,
subject to the limitations of the Plan.
The Plan is administered by the Board or by a
committee of the Board designated by the Board.
The Board, or such committee, determines, among
other things, which officers, employees and
directors of the Company receive options or
stock appreciation rights under the Plan, the
number of shares to be covered by the options,
and the date of grant of such options.  The
options granted under the Plan terminate at the
earlier of (i) a date set by the Board at the
time of grant, or (ii) ten years from their
respective dates of grant, except in the case
of incentive stock options granted to a
shareholder owning ten percent (10%) or more of
the Company's common stock, with respect to
whom options granted are exercisable over a
period no longer than five years.  The exercise
price for stock options granted under the Plan
is determined by the Board and is required to
be at least the par value per share of the
common stock, except in the case of incentive
stock options (which must have a price which is
not less than market price of the shares on the
date of the options granted) to a shareholder
owning ten percent (10%) or more of the
Company's common stock, with respect to whom
the exercise price is required to be at least
one hundred ten percent (110%) of such market
price.  The exercise price must be paid in full
by an employee in cash, common stock of the
Company or any other form of payment permitted
by the Board.
As of March 31, 2002 and December 31, 2001,
252,000 stock options were outstanding of which
230,000 were exercisable.  No stock options
were granted, exercised, forfeited or expired
for the last three years.  The exercise price
of the stock options range from $.45 - $1.55
per option.

8.	COMPREHENSIVE LOSS
		Fro the		For the
		3 months 		year
		ended		ended
		March 31,		December 31,
		2002		2001
		($ in 000's)		($ in 000's)

Net income (loss)		32		(292)
Foreign currency translation adjustment		(112)		(41)


		(80)		(333)



9.	INCOME TAXES
The Company has unused  tax loss carryforwards,
the measurement of which has not been reliably
estimated but may be approximately $20 million,
which would be available to offset future
taxable income. Such carryforwards relate in
part to domestic and in part to foreign
jurisdictions and expire from the year 2003
through the year 2018.
The Company has reduced the deferred tax assets
resulting from its domestic and foreign tax
loss carryforwards by a 100% valuation
allowance as it has determined that it is more
likely than not that the deferred tax assets
will not be realized. Accordingly, the deferred
tax asset net of the valuation allowance is not
affected by the measurement uncertainty and is
zero at March, 31 2002 and December 31, 2001.


10.	CONTINGENCIES

 From time to time, the Company is engaged in
ordinary routine litigation incidental to its
operations.  The Company, after considering the
advice of legal counsel, believes that any such
litigation will not have a material adverse
effect on its consolidated financial position.
The Company is not in compliance with the
periodic reporting requirements of the
Securities Exchange Act of 1934.  Management is
unable to determine what effect, if any, this
non-compliance will have on its operations.
11.	OPERATING SEGMENT INFORMATION- ( IN THOUSANDS)
The Company operated in one business segment
and all of its sales are consumer electronic
products.  The Company's customers are
principally in Canada.  Borrowings are
principally in the United States.

A Canadian mass-market merchandiser and chain
store is the Company's largest customer, which
accounted for a substantial portion of sales in
2002 and in 2001).  Economic dependence exists
with this identified customer.  Loss of the
customer may imply a significant adverse to the
financial position of the Company.

As of March 31, 2002, the accounts receivable
from this customer is $154,000 ($637,000 in
December 31, 2001)

2002
Domestic	Foreign Other Total Assets
$34	     $ 3,127  -         $3,161
Sales, net
-         2,750	 -          2,750

Gross Margin
-	   363    -            363
Net income (loss)
7	   25	   -	       32


2001
Assets
$       0	$  3,117 $   -    $ 3,117
Sales, net
0	10,425     -  	          10,425
Gross Margin
0 	1,138	      -	           1,138
Net loss
(141) (151)	     -      	    (292)

12. COMMITMENT
The Company leases premises under an operating
lease with a four year term in Canada and
shares the facilities for its Hong Kong
operation.  Rent expense during the 3 months
ended March 31, 2002 was approximately $27,000.
Minimum lease commitments under the leases at
March 31, 2002 were:

12 months												$107,000
24 months												$107,000
36 months												$122,000
40 months												$  41,000																$377,000
13.	COMPARATIVE FIGURES
Certain figures in the 2001 financial
statements have been reclassified to conform
with the basis of presentation used in 2002.








































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