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

OF  COUNSEL:
MICHAEL  A.  BICKFORD
THOMAS  J.  KENAN
ROLAND  TAGUE
BRADLEY  D.  AVEY

                                October 9, 2002





Steven  C.  Duvall,  Assistant  Director
Division  of  Corporation  Finance
Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.,  Mail  Stop  0404
Washington,  DC   20549-0404

ATTENTION  SUSANN  R.  REILLY,  SENIOR  ATTORNEY

            Re:     Consortium  Service  Management  Group,  Inc.
                    Amendment  No.  3  to  Form  10-SB
                    Amendment  No.  1  to  Form  10-KSB  12-31-00
                    Amendment  No.  1  to  Form  10-KSB  12-31-01
                    Amendment  No.  1  to  Form  10-QSB  03-31-02
                    Amendment  No.  1  to  Form  10-QSB  06-30-02
                    Commission  File  No.  0-27359

                    Your  comment  letter  of  04-05-02

Dear  Mr.  Duvall:

     In response to your comment letter of April 5, 2002, and with regard to the
two  filings  referenced  therein,  please  be  advised  as  follows:

Amendment  No. 3 to Form 10-SB and Amendment No. 1 to Form 10-KSB for the Period
--------------------------------------------------------------------------------
Ended  12-31-00  and  filed  03-25-02
-------------------------------------

     It  is our understanding that you require amendments to these forms only if
the  accounting  comments  require  amendments  to these two forms, but that the


<PAGE>
Steven C. Duvall                        2                        October 9, 2002



comments  would  nevertheless apply to any subsequent forms the registrant would
file  should  there be no accounting comments.  There were no further accounting
comments  received  with  regard  to these two forms.  Anne McConnell, the staff
accountant,  has  decided to accept the accounting in these two forms - probably
because  of  the  staleness  of  the  accounting.  She  and CSMG's auditor, Gary
Skibicki, have laboriously gone over the accounting issues raised by the Ukraine
subsidiary of CSMG.  I believe the financial statements now filed in the FY 2001
Form  10-KSB  amendment and in the amended 10-QSBs for the first two quarters of
FY  2002 have been informally accepted by her through communications between her
and  the  auditor.

     The  textual  comments  in your comment letter of 04-05-02 are addressed in
Amendment  No.  1  to  Form  10-KSB  for  FY  12-31-01  as  follows:

Competition  -  Anaerobic  Farm  Waste  Disposal  Plants,  page  10
-------------------------------------------------------------------

1.     Amendment  No.  1  to  Form 10-KSB for the Period Ended 12-31-01 is being
filed  with  the  following  revisions:

       a.   The  second  sentence  under  "Competition  -  Anaerobic  farm waste
disposal  plants"  has  been revised to state, "Based upon our experience in the
industry,  it  is our belief that none of these systems processes the manure and
water  to  the extent of the Ukraine-made plant."  The third sentence concerning
costs  has  been  eliminated.

       b.   The  first  sentence  under  "Competition  - CO2 Separator" has been
revised to state, "Numerous companies make CO2 separators in the U.S. but, based
upon  our  experience  in  the industry, we believe none will be able to compete
with  the  quality  of  our  separators  or  with our price."  The last sentence
concerning  production  of  methane  has  been  eliminated.


     If you have any questions that might be properly handled by conversing with
the  undersigned,  please  do so at my telephone number 405-235-2575, fax number
405-232-8384,  or  e-mail  at  kenan@ftpslaw.com.

                                 Sincerely,

                                 /s/  Thomas  J.  Kenan

                                 Thomas  J.  Kenan
                                 e-mail:  kenan@ftpslaw.com

Enclosures

cc:  Donald  S.  Robbins
     Gordon  Allison
     Gary  Skibicki,  C.P.A.


<PAGE>

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

                         AMENDMENT NO. 1 TO FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2002

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from ________ to ________


                    Consortium Service Management Group, Inc.
             (Exact name of registrant as specified in its charter)

     Texas                          0-27359                        74-2653437
--------------              ------------------------             -------------
  (state of                 (Commission File Number)             (IRS Employer
incorporation)                                                    I.D. Number)


                   500 North Shoreline Drive, Suite 701 North
                            Corpus Christi, TX 78471
                                  512-887-7546
            -------------------------------------------------------
            (Address and telephone number of registrant's principal
               executive offices and principal place of business)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding twelve 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]

As of May 6, 2002, there were 6,143,974 shares of the Registrant's Common Stock,
par  value  $0.001,  outstanding.

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



<PAGE>
                         PART I - FINANCIAL INFORMATION



Item  1.          Financial  Statements

















                                        2
<PAGE>

            CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                    RESTATED



                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                     March  31,   December  31,
                                                        2002          2001
                                                     ----------   -------------
Current  Assets
---------------
<S>                                                  <C>           <C>
Cash                                                 $    1,023    $   14,397



Fixed  Assets
-------------

Furniture  and  Fixtures                                 61,409        61,409
Less:  Accumulated  Depreciation                        (45,389)      (43,461)
                                                     ----------    ----------

     Total  Fixed  Assets                            $   16,020    $   17,948


Other  Assets
-------------

Investment  -  United                                   305,075       371,336
Engineering  Co.

Investment  -  C02  Equipment                           607,250       607,250

Tissue  Bonding  Patent                                  31,364        28,979
Less:  Accumulated  Amortization                         (1,087)         (966)

Employee  Advance                                         8,250
                                                     ----------    ----------

     Total  Other  Assets                            $  950,852    $1,006,599
                                                     ----------    ----------

     Total  Assets                                   $  965,937    $1,038,944
                                                     ==========    ==========
</TABLE>




                                        3
<PAGE>
            CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (Continued)
                                    RESTATED


                                  LIABILITIES
                                  -----------

<TABLE>
<CAPTION>
                                                     March  31,   December  31,
                                                        2002          2001
                                                     ----------   -------------
Current  Liabilities
--------------------
<S>                                                  <C>           <C>
Accounts  Payable                                    $   84,169    $   84,169

Interest  Payable                                       241,278       179,538

Payroll  Taxes  Payable                                  22,659        22,659

Notes  Payable  To  Stockholders                      1,683,856     1,655,777
                                                     ----------    ----------

     Total  Current  Liabilities                     $2,031,962    $1,942,143

Minority Interest in Consolidated Subsidiary            206,000       206,000


                        STOCKHOLDERS' AND MEMBERS' EQUITY
                        ---------------------------------

Common  Stock  $.001  par  value,
40,000,000  shares  authorized;
6,199,000  shares  issued  and
outstanding  at  March  31,  2002
and  December  31,  2001                             $    6,199    $    6,199

Additional  Paid  In  Capital                         3,748,807     3,748,807

Accumulated  Other
Comprehensive  (Loss)                                  (329,255)     (343,187)
Accumulated  (Deficit)                               (4,697,776)   (4,521,018)
                                                     ----------    ----------
     Total  Stockholders'  Equity                    (1,272,025)   (1,109,199)
                                                     ----------    ----------
     Total  Liabilities  and
     Stockholders'  Equity                           $  965,937    $1,038,944
                                                     ==========    ==========
</TABLE>


                                        4
<PAGE>
            CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                    RESTATED

<TABLE>
<CAPTION>
                                              January 1, 2002-  January 1, 2001-
                                               March 31, 2002    March 31, 2001
                                              ----------------  ----------------
<S>                                              <C>               <C>
Revenues                                         $        0        $      100

Cost  of  Goods  Sold                                                   5,000

Gross  Profit  (Loss)                                                  (4,900)

General  and
Administrative  Expenses                            107,771         1,036,888
  Funded  R&D                                             0                 0
  Cost  of  Funded  R&D                                   0               750
  Net  R&D  Cost                                          0               750
  Operating  (Loss)                                (107,771)       (1,042,538)
  Interest  Income                                        6                63

Interest  in  Income  (Loss)
Of  Unconsolidated  Companies                       (68,993)           (8,635)

Net  (Loss)                                        (176,758)       (1,051,110)

Basic  and  Diluted
Loss  Per  Share                                       (.03)             (.20)

Common  Shares  Outstanding                       6,199,000         5,138,078
</TABLE>













                                        5

<PAGE>
            CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                              January 1, 2002-  January 1, 2001-
                                               March 31, 2002    March 31, 2001
                                              ----------------  ----------------

Cash  Flows  From  Operating  Activities
----------------------------------------
<S>                                              <C>               <C>
Net  (Loss)                                      $  (176,758)      $(1,051,110)

Dividends  from  Investee                             11,200

Depreciation  and  Amortization                        4,007             4,007

Increase  (Decrease)  Accrued Interest                61,740            27,095

Increase  (Decrease)  Taxes  Payable                                     2,927

Equity  (Income)  Loss  from  Investee                68,993             8,635

Compensation  for  Common  Stock                                       756,690
                                                 -----------      ------------
Cash Flows from Operating Activities                 (30,818)          251,756


Cash  Flows  From  Investing  Activities
----------------------------------------

Employee Advance                                      (8,250)         (22,448)

Tissue  Bonding  Patent                               (2,385)

Investment  in  Subsidiary                                            (29,886)

Purchase  C02  Equipment                                              (99,804)
                                                 -----------      -----------

Cash  Used  in  Investing Activities                 (10,635)        (122,572)


Cash  Flows  From  Financing  Activities
----------------------------------------

Increase  (Decrease)  Notes  Payable                  28,079          (10,000)

Sell Membership Interest in LLC                                       163,000

Sell  Stock                                                           220,000
                                                 -----------      ------------

Cash  Flows  from Financing Activities                28,079          373,000

Net  Increase  (Decrease)  Cash                      (13,374)          (1,328)

Cash  Beginning  of  Period                           14,397            1,492

Cash End of Period                                     1,023              164
</TABLE>



                                        6

<PAGE>
            CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS



                                     NOTE 1
                              BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly,  they  do not include all of the information and footnotes required
by  generally  accepted accounting principles for complete financial statements.
In  the  opinion  of management, all adjustments considered necessary for a fair
presentation  have  been included.  Operating results for the three month period
ending  March 31, 2002 are not necessarily indicative of the results that may be
expected  for  the year ended December 31, 2002.  For further information, refer
to  the  annual  financial  statements  and footnotes thereto for the year ended
December  31,  2001.





                                     NOTE 2
                                  GOING CONCERN


The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal course of business.  The Company incurred a net
loss  of  $176,758  for  the three months ended March 31, 2002 and when combined
with  prior year net losses raises substantial doubt as to the Company's ability
to  obtain  debt  and/or  equity  financing  and  achieve profitable operations.


The  Company's  management  intends  to raise additional operating funds through
equity and/or debt offerings and the sale of technologies. However, there can be
no  assurance  management  will  be  successful  in  its endeavors. The possible
consequences  of not obtaining additional funds either through equity offerings,
debt  offerings,  or  sale  of technologies is that there will not be sufficient
money  to  fund the capital projects required to earn long term planned revenues
of  the  company.



                                        8
<PAGE>
Item  2.     Management's  Discussion  and  Analysis  of Financial Condition and
             Results  of  Operations

     The  following  discussion  and analysis should be read in conjunction with
the  financial statements and the accompanying notes thereto and is qualified in
its  entirety  by  the  foregoing  and  by  more  detailed financial information
appearing  elsewhere.  See  "Item  1.  Financial  Statements."

     Results  of Operations - First Quarter of 2002 Compared to First Quarter of
     ---------------------------------------------------------------------------
     2001
     ----

     We  had  no  revenues  for  Q1  2002,  compared  to  $100  in  Q1  2001.


     Operating  expenses  decreased  by $929,117 or 90 percent during Q1 2002 as
compared  with  operating  expenses  during  Q1  2001.  Operating  expenses were
$107,771 in Q1 2002 and were $1,036,888 in Q1 2001. The decrease is attributable
primarily  to  the  exchange  of  preferred stock in Q1 2001 by two officers for
common  stock  with  the $756,690 increase in value of the common stock over the
preferred  stock  being  regarded  as  compensation  expense.

     We  had  a  net  loss  from  operations  of  $107,771  for  Q1  2002,  down
considerably  from  a  net  loss  of  $1,042,538  for  Q1  2001.

     We  accrued  a loss in Q1 2002 of $68,993 from our joint venture in Ukraine
with United Engineering Company, as compared with a net loss of $8,635 from this
activity  in  Q1  2001.

     Altogether,  we  reported  a  net  loss  in Q1 2002 of $176,758, or $0.03 a
share,  compared  with  a  net  loss  in Q1 2001 of $1,051,110 or $0.20 a share.

     We  were  able to remain liquid during this quarter through (1) an increase
in  notes  payable  of  $28,079,  (2) an increase in accrued interest payable of
$61,740,  and  (3)  a  non-cash  entry  of  $68,993  in  an  equity loss from an
investment.

     Status  of  Projects

          Tissue  Bonding  Project.   Our technology was successfully used in an
operation  on  a  human  being  in  Ukraine  in  which  incised  intestines were
reconnected.  We  continued  to  improve  the  prototype  equipment.

          Anaerobic  Farm  Waste  Project.    We  are  still   negotiating  with
representatives of Ridgetown College with regard to installing one of our plants
on  its campus.  The subject of the negotiations is the possible installation of
the  Ukraine  equipment  by United Engineering Company with a 10-year lease or a
sale.  The  Provincial  Government  would  pay half of the cost, and the college
would  pay  the  other  half  provided  it  can  obtain  the  funds  for  such.

          CO2  Separator  Project.  We  arranged  a  loan of $203,800 from Banco
PanAmericano of Chicago, Illinois to provide funds needed for the transportation
and installation of our CO2 Separator plant.  The equipment is being transported
from  Houston,  Texas  to  the  landfill site at Chastang, Alabama, near Mobile,
where  the  installation  will  begin.  The  note bears interest at 12 percent a
year,  is  payable  at  the  rate  of  $5,000 a month beginning June 1, 2002 for
principal  reduction  plus  accrued  interest.  The balance is due June 1, 2004.


                                        9
<PAGE>

Item  6.          Exhibits  and  Reports  on  Form  8-K

(a)  Exhibits

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

     Exhibit  No.                    Description
     ------------                    -----------
        3         -     Amended  and  Restated  Articles  of  Incorporation  of
                        Consortium  Service  Management  Group,  Inc.*

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

       10         -     Founders'  Agreement  of United Engineering Company*

       10.1       -     Statutes  (Bylaws)  of United Engineering Company*

       10.2       -     Agreement  of   April  24,  1996   between   Consortium
                        Service  Management Group, Inc.  and  The L Group, Inc.
                        concerning  tissue bonding  technology*  (rescinded  in
                        January  2001)

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

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

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

                                       10
<PAGE>

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

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

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

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

       10.10      -     Operating    Agreement    of    June  14,  2002 between
                        Consortium Service Management Group, Inc.  and Resource
                        Technology Corporation***

       10.11      -     Contract  Agreement  Effective  August 14, 2001 between
                        Consortium  Service  Management  Group/Anaerobic   Farm
                        Waste Co. and Rondeau Anaerobic***

       10.12      -     Contract IAW-USA 002-PR-19.04.2001 between International
                        Association  Welding,  Kiev  and   E.O.  Paton  Electric
                        Welding Institute National Academy  Science  Ukraine and
                        Consortium Service Management Group,  Inc.***

       10.13       -    Contract IAW-USA 003-PR-19.04.2001 between International
                        Association   Welding,  Kiev  and  E.O.  Paton  Electric
                        Welding Institute National Academy  Science  Ukraine and
                        Consortium Service Management Group,  Inc.***

       10.14       -    Contract IAW-USA 004-PR-19.04.2001 between International
                        Association  Welding,   Kiev  and  E.O.  Paton  Electric
                        Welding  Institute  National  Academy  S cience  Ukraine
                        and Consortium Service Management Group,  Inc.***

       10.15       -    Contract IAW-USA 005-PR-19.04.2001 between International
                        Association  Welding,  Kiev   and  E.O.  Paton  Electric
                        Welding  Institute  National  Academy   Science  Ukraine
                        and Consortium Service Management Group,  Inc.***

                                       11
<PAGE>

       10.16       -    Contract IAW-USA 006-PR-19.04.2001 between International
                        Association   Welding,  Kiev  and  E.O.  Paton  Electric
                        Welding  Institute  National  Academy   Science  Ukraine
                        and Consortium Service Management Group,  Inc.***

       10.17       -    Contract IAW-USA 007-PR-19.04.2001 between International
                        Association   Welding,  Kiev  and  E.O.  Paton  Electric
                        Welding  Institute  National   Academy  Science  Ukraine
                        and Consortium Service Management Group,  Inc.***

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

       16          -    Letter dated January 29, 2001 from Jaak (Jack) Olesk  to
                        Consortium   Service   Management   Group,   Inc.    Re:
                        Termination as Auditor**

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


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

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

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

(b)   Forms  8-K

     None





                                       12
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements of the Exchange Act of 1934, the Registrant
has  duly  caused  this  report  to  be  signed on its behalf by the undersigned
hereunto  duly  authorized.


Date:  October 7, 2002                  Consortium Service Management Group,Inc.


                                        By:/s/  Gordon  W.  Allison
                                           -------------------------------------
                                        Gordon  W.  Allison,  Vice President and
                                          Chief  Financial  Officer
















                                       13
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection with the accompanying Quarterly Report of Consortium Service
Management  Group,  Inc.,  (the "Company") on Amendment No. 1 to Form 10-QSB for
the  period  ended  March  31,  2002 (the "Report"), I, Donald S. Robbins, Chief
Executive  Officer  of  the  Company,  hereby  certify  that  to  my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                                       /s/  Donald  S.  Robbins
Dated:  October  7,  2002
                                       Donald  S.  Robbins
                                       President  and  Chief  Executive  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-Q  or  as  a  separate  disclosure  document.














                                       14
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection with the accompanying Quarterly Report of Consortium Service
Management  Group,  Inc.,  (the "Company") on Amendment No. 1 to Form 10-QSB for
the  period  ended  March  31,  2002 (the "Report"), I, Gordon W. Allison, Chief
Financial  Officer  of  the  Company,  hereby  certify  that  to  my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                                          /s/  Gordon  W.  Allison
Dated:  October  7,  2002
                                          Gordon  W.  Allison
                                          Chief  Financial  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-Q  or  as  a  separate  disclosure  document.








                                       15