Form 10-KSB


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

Form 10-KSB

      [X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      For the fiscal year ended December 31, 2001______________________________


      [ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the transition period from _______________________ to _____________
      Commission file number ________________________________


      _COSMO COMMUNICATIONS CORPORATION_______________________________________
     (Name of small business issuer in its charter)


	FLORIDA________________________________
      (State or other jurisdiction of incorporation or
      organization)_59-2268005_________________________
      (I.R.S. Employer Identification No.)


	106 FERRIER STREET, MARKHAM, ON,L3R 2Z5_________
      (Address of principal executive offices)___________
      (Zip Code)


      Issuer's telephone number (905-940-0560)
      ___________-_________________________________________


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


      Title of each class
	NONE____________
      ___________________________________Name of each exchange on which
      registered
      ___________________________________
      ___________________________________


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


	COMMON STOCK $0.05 PAR________________________________
      (Title of class)
      ________________________________________________________
      (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [ ] Yes [ ] No
Check if there is no disclosure of delinquent filers in response 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-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year.
_$9,117.000_______________________
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity,
as of a specified date within the past 60 days. (See definition of affiliate
in Rule 12b-2 of the Exchange Act.)
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ]Yes [ ] No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. 29,104,066_____________

DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The
listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended
December 24, 1990). Transitional Small Business Disclosure Format
(Check one): Yes ____; No __X__

GENERAL INSTRUCTIONS
A. Use of Form 10-KSB.
This Form may be used by a "small business issuer," defined in Rule
12b-2 of the Exchange Act, for its annual and transitional reports under
section 13 or 15(d) of that Act. For further information as to eligibility
to use this Form see Item 10(a) of Regulation S-B (17 CFR 228.10 et seg.).
Annual reports on this form shall be filed within 90 days after the end
of the fiscal year covered by the report. Transition reports shall be
filed within the time period specified in Rules 13a-10 or 15d-10 of the
Exchange Act (240.13a-10 or 240.15d-10 of this chapter).
B. Application of General Rules and Regulations.
The General Rules and Regulations under the Exchange Act (240.0-1 et seq.),
particularly Regulation 12B (240.12b-1 et seq.) contain certain general
requirements for reports on any form which should be carefully read and
observed in the preparation and filing of reports on this Form.
C. Signature and Filing of Report.
  File three "complete" copies and five "additional" copies of the
registration statement with the Commission and file at least one
complete copy with each exchange on which the securities will be
registered. A "complete" copy includes financial statements, exhibits
and all other papers and documents. An "additional" copy excludes
exhibits. One of the copies filed with the Commission and each
exchange should be manually signed; all other copies should have
typed or printed signatures.
  Who must sign: the small business issuer, its principal
executive officer or officers, its principal financial officer,
its controller or principal accounting officer and at least the
majority of the board of directors or persons performing similar
functions. If the issuer is a limited partnership then the
general partner and a majority of its board of directors if a
corporation. Any person who occupies more than one of the specified
positions shall indicate each capacity in which he signs the report.
See Rule 12b-11 concerning manual signatures under powers of attorney.
  Small business issuers are requested to indicate in a transmittal
letter with the Form 10-KSB whether the financial statements in the
report reflect a change from the preceding year in any accounting
principles or practices or in the methods of application of those
principles or practices.
D. Information as to Employee Stock Purchase, Savings and Similar
Plans. Separate annual and other reports need not be filed under
Section 15(d) of the Exchange Act for any employee stock purchase,
savings or similar plan if the issuer of the securities offered
under the plan furnishes to the Commission the information and
documents specified in the Rule 15d-21 of the Exchange Act.
E. Information to be Incorporated by Reference.
  Refer to Rule 12b-23 (240.12b-23 of this chapter) if information
will be incorporated by reference from other documents in answer
or partial answer to any item of this Form.
  The Information called for in Parts I and II of this Form, Items 1-8,
 may be incorporated by reference from:
  (a) the registrant's annual report to security holders furnished to
the Commission under Rule 14a-3(b) or Rule 14c-3(a) of the Exchange
Act (240.14a-3(b), 240.14c-3(a) of this chapter); or
  (b) the registrant's annual report to shareholders if it contains
the information required by Rule 14a-3 (240.14-3 of this chapter).
  Note to electronic filers: If any information required by Part I or
Part II is incorporated by reference from the annual report to
security holders as allowed in General Instruction E.2.(a), any
portion of the annual report to security holders incorporated by
reference shall be filed as an exhibit in electronic format, as
required by Item 601(b)(13) of Regulation S-B. The information
required by Part III may be incorporated by reference from the
registrant's definitive proxy statement (filed or to be filed in
accordance with 240.14a-101, Schedule 14A) or definitive information
statement (filed or to be filed pursuant to 240.14c-101, Schedule 14C)
which involves the election of directors, if such definitive proxy
or information statement is filed with the Commission not later than
120 days after the end of the fiscal year covered by this Form.
If the definitive proxy or information statement is not filed within
the 120-day period, the information called for in Part III information
must be filed as part of the Form 10-KSB, or as an amendment to the
Form 10-KSB, not later than the end of the 120-day period.
  No item numbers of captions or items need be contained in the
material incorporated by reference into the report. However, the
registrant's attention is directed to Rule 12b-23(b) of the
Exchange Act (240.12b-23(b)) regarding the specific disclosure
required in the report concerning information incorporated by
reference. When the registrant combines all of the information
in Parts I and II of this Form by incorporation by reference
from the registrant's annual report to security holders and all of
the information in Part III of this Form by incorporating by
reference from a definitive proxy statement or information
statement involving the election of directors, then this Form
shall consist of the facing or cover page, those sections incorporated
from the annual report to security holders, the proxy or information
statement, and the information, if any, required by Part III of
this Form, signatures and a cross-reference sheet setting forth
the item numbers and captions in Parts I, II and III of this Form
and page and/or pages in the referenced materials where the
corresponding information appears.
F. Integrated Reports to Security Holders.
Annual reports to security holders may be combined with the required
information of this Form and will be suitable for filing with the
Commission if the following conditions are satisfied:
  The combined report contains complete answers to all items required
 by Form 10-KSB. When responses to a certain item of required
disclosure are separated within the combined report, an appropriate
 cross-reference should be made. If the information required by
Part III of Form 10-KSB is omitted by virtue of General Instruction E,
a definitive proxy or information statement shall be filed.
  The cover page and required signatures are included. A
cross-reference sheet should be filed indicating the location of
information required by items of the Form.
  If an electronic filer files any portion of an annual report to
security holders in combination with the required information of
Form 10-KSB, as provided in this instruction, only such portions
filed in satisfaction of the Form 10-KSB requirements shall be filed
in electronic format.
G. Omission of Information by Certain Wholly-Owned Subsidiaries
If, on the date of the filing of its report on Form 10-KSB, the
registrant meets the conditions specified in paragraph (1) below,
then it may furnish the abbreviated narrative disclosure specified
in paragraph (2) below.
  Conditions for availability of relief specified in paragraph (2)
below.
  (a) All of the registrant's equity securities are owned, either
directly or indirectly, by a single person which is a reporting
company and which has filed all the material required to be filed
under sections 13, 14 or 15(d), as applicable, and which is named
in conjunction with the registrant's description of its business;
  (b) During the past thirty-six months and any subsequent period
of days, there has not been any material default in the payment of
principal, interest, a sinking or purchase fund installment, or
any other material default not cured within thirty days, with respect
to any indebtedness of the registrant or it subsidiaries, and there
has not been any material default in the payment of rental under
material long-term leases; and
  (c) There is prominently set forth on the cover page of the
Form 10-KSB, a statement that the registrant meets the conditions
set forth in General Instruction G(1)(a) and (b) of Form 10-KSB and
therefore filing this Form with the reduced disclosure format.
  Registrants meeting the conditions specified in paragraph 1 above
are entitled to the following relief:
  (a) Such registrants may omit the information called for by
Item 303(b), Management's Discussion and Analysis, if required by the
Instruction to that Item, provided that the registrant includes in
the Form 10-KSB a narrative analysis of the results of operations
explaining the reasons for material changes in the amount of revenue
and expense items between the most recent fiscal year presented and
the fiscal year immediately preceding it. Explanations of material
changes should include, but not be limited to, changes in the various
elements which determine revenue and expense levels, such as unit
sales volume, prices charged and paid, production levels, production
cost variances, labor costs and discretionary spending programs. In
addition, the analysis should include an explanation of the effect of
any changes in accounting principles and practices or method of
application that have a material effect on net income as reported.
  (b) Such registrants may omit the list of subsidiaries exhibit
required by Item 601 of Regulation S-B.
  (c) Such registrants may omit the information called for by the
following Items: Item 4, Submission of Matters to a Vote of Security
Holders; Item 10, Directors and Executive Officers, etc.; Item 11,
Executive Compensation; Item
  12, Security Ownership of Certain Beneficial Owners, etc.;
Item 13, Certain  Relationships and Related Transactions.
H. Transitional Small Business Issuers.
  a. In lieu of the disclosure requirements set forth under
Parts I, II and III, a small business issuer that has not registered
more than $10,000,000 in securities offerings in any continuous
12-month period since it became subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act may include the information
required under "Information Required in Annual Report of Transitional
Small Business Issuers." In calculating the $10,000,000 ceiling,
issuers should include all offerings which were registered under the
  Securities Act, other than any amounts registered on Form S-8.
  b. A small business issuer may provide the information set forth
under "Information Required in Annual Report of Transitional Small
Business Issuers" until it (1) registers more than $10 million under
the Securities Act in any continuous 12-month period (other than
securities registered on Form S-8), (2) elects to file on a
non-transitional disclosure document (other than the proxy statement
disclosure in Schedule 14A), or (3) no longer meets the definition
  of small business issuer. Non-transitional disclosure documents
include:
(1) Securities Act registration statement forms other than
Forms SB-1, S-3 (if the issuer incorporates by reference transitional
Exchange Act reports), S-8 and S-4 (if the issuer relies upon the
transitional disclosure format in that form); (2) Exchange Act
periodic reporting Forms 10-K and 10Q; (3) Exchange Act registration
Form 10; and (4) reports or registration statements on Forms
10-KSB, 10-QSB or 10-SB which do not use the transitional disclosure
document format. A reporting company may not return to the
transitional disclosure forms.

PART I

Item 1. Description of Business.
Furnish the information required by Item 101 of Regulation S-B.

Item 2. Description of Property.
Furnish the information required by Item 102 of Regulation S-B.

Item 3. Legal Proceedings.
Furnish the information required by Item 103 of Regulation S-B.

Item 4. Submission of Matters to a Vote of Security Holders.
If any matter was submitted during the fourth quarter of the fiscal
year covered
by this report to a vote of security holders, through the solicitation
 of
proxies or otherwise, furnish the following information:
  (a) The date of the meeting and whether it was an annual or special
 meeting.
  (b) If the meeting involved the election of directors, the name of
each
  director elected at the meeting and the name of each other director
whose term
  of office as a director continued after the meeting.
  (c) A brief description of each matter voted upon at the meeting
and state the
  number of votes cast for, against [*123] or withheld, as well as
the number of
  abstentions and broker non-votes as to each such matter, including
 a separate
  tabulation with respect to each nominee for office.
  (d) A description of the terms of any settlement between the
registrant and
  any other participant (as defined in Rule 14a-11 of Regulation A
under the
  Act) terminating any solicitation subject to Rule 14a-11, including
the cost
  or anticipated cost to the registrant.
Instructions to Item 4.
  If any matter has been submitted to a vote of security holders
 otherwise than
  at a meeting of such security holders, corresponding information
with respect
  to such submission should be furnished. The solicitation of any
authorization
  or consent (other than a proxy to vote at a shareholders' meeting)
with
  respect to any matter shall be deemed a submission of such matter
to a vote of
  security holders within the meaning of this item.
  Paragraph (a) need be answered only if paragraph (b) or (c) is
required to be
  answered.
  Paragraph (b) need not be answered if (i) proxies for the meeting
were
  solicited pursuant to Regulation 14A under the Act, (ii) there was
 no
  solicitation in opposition to the management's nominees as listed
in the proxy
  statement, and (iii) all of such nominees were elected. If the
registrant did
  not solicit proxies and the board of directors as previously
reported to the
  Commission was re-elected in its entirety, a statement to that
effect in
  answer to paragraph (b) will suffice as an answer thereto.
  Paragraph (c) must be answered for all matters voted upon at the
 meeting,
  including both contested and uncontested elections of directors.
  If the registrant has furnished to its security holders proxy
soliciting
  material containing the information called for by paragraph (d),
the paragraph
  may be answered by reference to the information contained in such
material.
  If the registrant published a report containing all of the information called
  for by this item, the item may be answered by reference to the information in
  that report.

PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
  (a) Furnish the information required by Item 201 of Regulation S-B and Item
  701 of Regulation S-B as to all equity securities of the registrant sold by
  the registrant during the period covered by the report that were not
  registered under the Securities Act. If the Item 701 information previously
  has been included in a Quarterly Report on Form 10-Q or 10-QSB, however, it
  need not be furnished.
  (b) If required pursuant to Rule 463 (17 CFR 230.463) of the Securities Act
of 1933, furnish the information required by Item 701(f) of Regulation S-B
  (228.701(f) of this chapter).

Item 6. Management's Discussion and Analysis or Plan of Operation.
Furnish the information required by Item 303 of Regulation S-B.

Item 7. Financial Statements.
Furnish the information required by Item 310(a) of Regulation S-B.

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
Furnish the information required by Item 304 of Regulation S-B.

PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
Furnish the information required by Items 401 and 405 of Regulation
S-B.
Instruction to Item 9.Checking the box provided on the cover page of this
Form to indicate that Item 405 disclosure of delinquent Form 3, 4, or
5 filers is not contained herein is intended to facilitate Form
processing and review. Failure to provide such indication will not
create liability for violation of the federal securities laws.
The space should be checked only if there is no disclosure in
this Form of reporting person delinquencies in response to Item
405 of Regulation S-B (228.405 of this chapter) and the registrant,
at the time of filing of the Form 10-KSB, has reviewed the
information necessary to ascertain, and has determined that,
Item 405 disclosure is not expected to be contained in Part III of
the Form 10-KSB or incorporated by reference.

Item 10. Executive Compensation.
Furnish the information required by Item 402 of Regulation S-B.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
Furnish the information required by Item 201(d) of Regulation S-B
and by Item 403 of Regulation S-B.

Item 12. Certain Relationships and Related Transactions.
Furnish the information required by Item 404 of Regulation S-B.

Item 13. Exhibits and Reports on Form 8-K.
  (a) Furnish the exhibits required by Item 601 of Regulation S-B.
Where any financial statement or exhibit is incorporated by reference,
the incorporation by reference shall be set forth in the list
required by this item. See Exchange Act Rule 12b-23 (240.12b-23 of
this chapter).
  (b) Reports on Form 8-K. State whether any reports on Form 8-K were
filed during the last quarter of the period covered by this report,
listing the items reported, any financial statements filed and the
dates of such reports.

INFORMATION REQUIRED IN ANNUAL REPORTS OF
TRANSITIONAL SMALL BUSINESS ISSUERS
PART I
Note: Regardless of the disclosure model used, all registrants shall
furnish the financial statements required by Part F/S.

Alternative 1
Corporate issuers may elect to furnish the information required by
Questions 1, 3, 4, 11, 28 - 43, 45, and 47 - 50 of Model A of
Form 1-A, as well as the information in Parts II an III, below.

Alternative 2
Any issuer may elect to furnish the information required by
Items 6-11 of Model B of Form 1-A, as well as the information
required by Parts II and III, below.

PART II
Item 1. Market Price of Dividends on the Registrant's Common Equity
and Other Shareholder Matters.
Furnish the information required by Item 201 of Regulation S-B.

Item 2. Legal Proceedings.
If Alternative 2 is used, furnish the information required by
Item 103 of Regulation S-B.

Item 3. Changes in and Disagreements with Accountants.
Furnish the information required by Item 304 of Regulation S-B,
if applicable.

Item 4. Submission of Matters to a Vote of Security Holders.
If any matter was submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders,
through the solicitation of, proxies or otherwise, furnish the
following information:
  (a) The date of the meeting and whether it was an annual or
special meeting.
  (b) If the meeting involved the election of directors, the name
of each director elected at the meeting and the name of each other
director whose term   of office as a director continued after the
meeting.
  (c) A brief description of each other matter voted upon at the
meeting and the number of affirmative votes and the number of
negative votes cast with respect to each such matter.
  (d) A description of the terms of any settlement between the
registrant and any other participant (as defined in Rule 14a-11
of Regulation A under the Act) terminating any solicitation subject
to Rule 14a-11, including the cost or anticipated cost to the
registrant.
Instructions to Item 4.
  If any matter has been submitted to a vote of security holders
otherwise than at a meeting of such security holders, corresponding
information with respect to such submission should be furnished.
The solicitation of any authorization or consent (other than a proxy
to vote at a shareholders' meeting) with respect to any matter shall
be deemed a submission of such matter to a vote of security holders
within the meeting of this item.
  Paragraph (a) need be answered only if paragraph (b) or (c) is
required to be answered.
  Paragraph (b) need not be answered if (i) proxies for the meeting
were solicited pursuant to Regulation 14A under the Act, (ii) there
was no solicitation in opposition to the management's nominees as
listed in the proxy statement, and (iii) all of such nominees were
elected. If the registrant did not solicit proxies and the board
of directors as previously reported to the Commission was re-elected
in its entirety, a statement to that effect in answer to paragraph
(b) will suffice as an answer thereto.
  Paragraph (c) need not be answered as to procedural matters or as
to the selection or approval of auditors.
  If the registrant has furnished to its security holders proxy
soliciting material containing the information called for by
paragraph (d), the paragraph may be answered by reference to the
information contained in such material.
  If the registrant published a report containing all of the
information called for by this item, the item may be answered
by reference to the information in that report.

Item 5. Compliance with Section 16(a) of the Exchange Act.
Furnish the information required by Item 405 of Regulation S-B.

Item 6. Reports on Form 8-K.
State whether any reports on Form 8-K were filed during the last
quarter of the period covered by this report, listing the items
reported, any financial statements filed and the dates of such reports.

Part F/S
Furnish the information required by Item 310(a) of Regulation S-B.

Part III
Item 1. Index to Exhibits.
  (a) An index to the exhibits should be presented.
  (b) Each exhibit should be listed in the exhibit index according to
the number assigned to it in Part III of Form 1-A or under Item 2,
below.
  (c) The index to exhibits should identify the location of the
exhibit under the sequential page numbering system for this
Form 10-KSB.
  (d) Where exhibits are incorporated by reference, the reference
shall be made in the index of exhibits.
Instructions.
  Any document or part thereof filed with the Commission pursuant to
any Act administered by the Commission may, subject to the limitations
of Rule 24 of the Commission's Rules of Practice, be incorporated by
reference as an exhibit to any registration statement.
  If any modification has occurred in the text of any document
incorporated by
  reference since the filing thereof, the issuer shall file with the
 reference a
  statement containing the text of such modification and the date
 thereof.
  Procedurally, the techniques specified in Rule 12b-23 shall be
followed.

Item 2. Description of Exhibits.
As appropriate, the issuer should file those documents required to
be filed as
Exhibit Number 2, 3, 5, 6, and 7 in Part III of Form 1-A. The
registrant also
shall file:
  (12) Additional exhibits - Any additional exhibits which the
issuer may wish
  to file, which shall be so marked as to indicate clearly the
subject matters
  to which they refer.
  (13) Form F-X - Canadian issuers shall file a written irrevocable
consent and
  power of attorney on Form F-X.

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.
      __________________________________________________
      (Registrant)


      By ____________________________________________
      (Signature and Title)*


      Date ___________________________________________

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.

      By ____CAROL ATKINSON-DIRECTOR____________________________
  (Signature and Title)*


      Date ____MARCH, 26, 2002______________________________________


      By ______________________________________________
      (Signature and Title)*


      Date ______________________________________________


* Print the name and title of each signing officer under his signature.

Supplemental information to be Furnished With Reports Filed
Pursuant to Section 15(d) of the Exchange Act By Non-reporting Issuers
  (a) Except to the extent that the materials enumerated in (1) and/or
(2) below   are specifically incorporated into this Form by reference
(in which case, see
  rule 12b-23(b)), every issuer which files an annual report on this
 Form under
  Section 15(d) of the Exchange Act shall furnish the Commission for
its
  information, at the time of filing its report on this Form, four
copies of the
  following:
    (1) Any annual report to security holders covering the registrant's
last fiscal year; and
    (2) Every proxy statement, form of proxy or other proxy soliciting
material
    sent to more than ten of the registrant's security holders with
respect to
    any annual or other meeting of security holders.
  (b) The Commission will not consider the material to be "filed" or
subject to
  the liabilities of Section 18 of the Exchange Act, except if the
issuer
  specifically incorporates it in its annual report on this Form by
reference.
  (c) If no such annual report or proxy material has been sent to
security
  holders, a statement to that effect shall be included under this
caption. If
  such report or proxy material is to be furnished to security holders
  subsequent to the filing of the annual report on this Form, the
registrant
  shall so state under this caption and shall furnish copies of
such material to
  the Commission when it is sent to security holders.

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Last update: 03/25/2002