10Q form10q 123109.htm REPORT FOR THE QUARTER ENDED December 31, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~December 31,~~June ~~2009~~30, 2010

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________to _______________________

Commission File No. 0-11968

COSMO COMMUNICATIONS CORPORATION

CORPORATION

(Name of Small Business Issuer in its Charter)

FLORIDA	59-2268025
(State or Other Jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No)

Unit 2 - 55 Travail Road, Markham, Ontario, Canada

(Address of Principal Executive Offices)

(905) 209-0488

(Issuer's Telephone Number)

(Former Name or Former Address, if changed since last Report)

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 Company was required to file such

reports), and (2) has been subject to such filing requirements for the past 90 days.

(1) Yes x No ¨ (2) Yes x No o¨

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Not applicable

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o¨ Accelerated Filer o¨ Non-Accelerated ~~Filero~~Filer¨ Smaller Reporting Company x

~~Company~~Indicate xby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

~~Indicate~~Yes ~~by check mark whether the registrant is a shell company (as defined in Rule~~¨ ~~12b-2 of the~~ No x

Exchange Act)

Yes o No x

(APPLICABLE ONLY TO CORPORATE ISSUERS)

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

~~February~~August 16, 2010

Common – 40,467,636 shares

DOCUMENTS INCORPORATED BY REFERENCE

A description of any "Documents Incorporated by Reference" is contained in Item 6 of this Report.

Transitional Small Business Issuer Format Yes o¨ No x

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	§ Consolidated Balance Sheets	31
	§ Consolidated Statements of Operations	42
	§ Consolidated Statements of Cash Flows	63
	§ Notes to Consolidated Financial Statements	74 - 127
Item 2.	Management’s Discussion & Analysis of Financial Condition and Results of Operations	138 - 2014
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2014
Item 4.	Controls and Procedures	2014
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2115
Item 1A.	Risk factors	2115 - 2418
Item 2.	Unregistered Sales of Equity securities and Use of Proceeds	2418
Item 3.	Defaults Upon Senior Securities	2418
Item 4.	Submission of Matters to a Vote of Security Holders	2418
Item 5	Other Information	2418
Item 6.	Exhibits	2519

COSMO COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			March 31,
	June 30,			March 31,
	2009			2009
	2010			2010
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	~~659~~218,~~414~~123		$	~~444~~635,~~410~~516
Accounts receivable (net of allowance of $231,399 and $196,426, respectively)		3,411,235			2,551,434
Accounts receivable (net of allowance of $186,984 and $187,321 respectively)		2,246,560			2,259,969
Inventories (net of allowance of $876,890 and $560,846 respectively)		8,519,334			10,187,934
Inventories (net of allowance of $753,084 and $1,103,360 respectively)		5,500,587			6,682,679
Prepaid expenses and deposits		174,~~566~~658			1511,~~145~~259
Total Current Assets		127,~~607~~969,~~549~~928			139,~~198~~589,~~923~~423
Equipment and Other Assets
Equipment, net of depreciation		1911,~~085~~648			3015,~~241~~367
Deferred taxes		8,317			8,317
Total Equipment and Other Assets		2719,~~402~~965			3823,~~558~~684
Total Assets	$	127,~~634~~989,~~951~~893		$	139,~~237~~613,~~481~~107
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	~~534~~183,~~004~~074		$	~~207~~113,~~530~~829
Accrued liabilities		~~188~~420,~~403~~848			~~486~~483,~~053~~728
Accounts payable to parent company		118,~~448~~062,~~787~~712			129,~~098~~132,~~477~~241
Interest payable to parent company		604,627			604,627
Taxes payable		8239,~~905~~630			5182,~~660~~905
Total Current Liabilities		129,~~858~~310,~~726~~891			1310,~~448~~417,~~347~~330
Stockholders' Deficit:
Stockholders’ Deficit:
Capital stock		2,023,382			2,023,382
Preferred stock, $0.01 par value, cumulative and convertible, 30,000 shares authorized		-			-
Additional paid in capital		27,704,592			27,704,592
Preferred stock, $0.01 par value, 9,970,000 shares authorized		-			-
Accumulated other comprehensive income (loss)		213,804			(371,782	)
Authorized, 40,467,636 shares issued and outstanding		2,023,382			2,023,382
Accumulated deficit		(30,165,553	)		(29,567,058	)
Additional paid-in capital		27,704,592			27,704,592
Total Stockholders' Deficit		(223,775	)		(210,866	)
Accumulated other comprehensive income		241,004			306,205
Total Liabilities and Stockholders' Deficit	$	12,634,951		$	13,237,481
Accumulated deficit		(31,289,976	)		(30,838,402	)
Total Stockholders' Deficit		(1,320,998	)		(804,223	)
Total Liabilities and Stockholders' Deficit	$	7,989,893		$	9,613,107

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

~~The accompanying notes are an integral part of these financial statements.~~1

COSMO COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130

(Unaudited)

	2009			2008
	2010			2009
Sales	$	53,~~754~~492,~~648~~975		$	93,~~471~~090,~~302~~032
Cost of products sold		53,~~149~~126,~~490~~017			82,~~889~~737,~~493~~852
Gross profit		~~605~~366,~~158~~958			~~581~~352,~~809~~180
Commission income		3124,~~382~~525			~~125~~23,~~656~~177
		636,540			707,465
		391,483			375,357
Expenses:
Selling and delivery		~~475~~262,~~865~~475			~~714~~373,~~116~~304
Salaries and wages		~~318~~267,~~589~~053			~~291~~234,~~274~~665
General and administrative		~~188~~186,~~481~~608			~~314~~153,~~020~~578
(Gain) loss on foreign exchange		(65,999	)		695,206
Loss (gain) on foreign exchange		118,043			(119,777	)
Financial		25,~~043~~159			153,~~025~~675
Depreciation		3,719			3,719
		922,698			2,033,360
		843,057			649,164
Net loss before income taxes		(~~286~~451,~~158~~574	)		(1273,~~325,895~~807	)
Current income taxes (recovery)		~~(844~~-	)		1(9,~~600~~891	)
Net loss	$	(~~287~~451,~~002~~574	)	$	(1263,~~327,495~~916	)
Foreign currency translation adjustment		(~~190~~65,~~156~~201	)		~~(755~~233,~~831~~292	)
Comprehensive loss		(~~477~~516,~~158~~775	)		(230,~~083,326~~624	)
Net loss per weighted number of shares outstanding:
Net loss per common share:
Basic and diluted	$	(0.01	)	$	(0.0301	)
Weighted average shares outstanding:
Basic and diluted		40,467,636			40,467,636

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

COSMO COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED DECEMBER 31

(Unaudited)

	2009			2008
Sales	$	13,470,758		$	26,717,492
Cost of products sold		11,913,124			24,529,722
Gross profit		1,557,634			2,187,770
Commission income		75,406			356,161
		1,633,040			2,543,931
Expenses:
Selling and delivery		1,153,296			1,433,497
Salaries and wages		822,813			1,032,242
General and administrative		515,590			803,704
Financial		9,718			184,251
(Gain) loss on foreign exchange		(271,991	)		816,135
Depreciation		11,156			11,156
		2,240,582			4,280,985
Net loss before income taxes		(607,542	)		(1,737,054	)
Income taxes (recovery)		(9,047	)		(327,077	)
Net loss	$	(598,495	)	$	(1,409,977	)
Foreign currency translation adjustment		585,586			(862,515	)
Comprehensive loss		(12,909	)		(2,272,492	)
Net loss per weighted number of shares outstanding:
Basic and diluted	$	(0.01	)	$	(0.03	)
Weighted average shares outstanding:
Basic and diluted		40,467,636			40,467,636

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

COSMO COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130

(Unaudited)

	2009			2008
	2010			2009
Cash Flows from Operating Activities:
Net loss	$	(~~598~~451,~~495~~574	)	$	(1263,~~409,977~~916	)
Adjustments to reconcile net loss to net cash (used in ) provided by operating activities
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation		113,~~156~~719			113,~~256~~719
		(587,339	)		(1,398,821	)
		(447,855	)		(260,197	)
Changes in operating assets and liabilities:
Accounts receivable		~~(859~~13,~~801~~409	)		(2574,~~179,568~~249	)
Inventories		1,~~668~~182,~~600~~092			~~(378~~527,~~381~~337	)
Prepaid expenses and deposits		(26,~~421~~601	)		242,~~417~~041
Accounts payable and accrued liabilities		286,~~824~~365			1(42,~~070,626~~510
Taxes payable		31(43,~~245~~275	)		~~(144~~31,~~850~~256	)
Accounts payable to parent company		(~~649~~1,~~690~~069,529	)		4(1,~~919~~003,~~090~~318
Net cash (used in) provided by operating activities		(370,582	)		1,912,513
Net cash used in operating activities		(352,192	)		(171,142
Cash Flows from Investing Activities:
Effect of foreign currency translation		(65,201	)		233,292
Acquisition of equipment		-			(267	)
Net (decrease) increase in cash		(417,393	)		62,150
Effect of foreign currency translation		585,586			(862,515	)
Cash - beginning of period		635,516			444,410
Net increase in cash		215,004			1,049,731
Cash - end of period	$	218,123		$	506,560
Cash - beginning of period		444,410			512,172
Cash - end of period	$	659,414		$	1,561,903

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

COSMO COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NATURE OF OPERATIONS

Cosmo Communications Corporation and subsidiaries (the "Company" or "Cosmo") market and distribute consumer electronic products. The Company has operations in Hong Kong, United States of America and Canada.

BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the Securities Exchange Commission (“SEC”) instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three ~~and~~ ~~nine~~ month ~~periods~~period ended ~~December~~June 3130, ~~2009~~2010 are not necessarily indicative of the ~~results~~ results that may be expected for the year ending March 31, ~~2010~~2011. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended March 31, ~~2009~~2010.

PRINCIPLES OF CONSOLIDATION

The Company includes, in consolidation, its wholly owned subsidiaries, Cosmo Communications Canada Inc. (“Cosmo Canada”), Cosmo Communications (H.K.) Limited (“Cosmo H.K.”) and Cosmo Communication USA Corporation (“Cosmo USA”). All significant intercompany transactions and balances have been eliminated upon consolidation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2010-02, Consolidation: Accounting and Reporting for Decreases in Ownership of a Subsidiary – A Scope Clarification, ("ASU 2010-02"). ASU 2010-02 amends the Codification to clarify that the scope of the decrease in ownership provisions of ASC 810-10 and related guidance applies to: (i) a subsidiary or group of assets that is a business or nonprofit activity; (ii) a subsidiary that is a business or nonprofit activity that is transferred to an equity method or joint venture; (iii) an exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity (including an equity-method investee or joint venture); and (iv) a decrease in ownership in a subsidiary that is not a business or nonprofit activity when the substance of the transaction causing the decrease in ownership is not addressed in other authoritative guidance. If no other guidance exists, an entity should apply the guidance in ASC 810-10. The amendments in the update also clarify that the decrease in ownership guidance in ASC 810-10 does not apply to sales of in-substance real estate or conveyances of oil and gas mineral rights, even if these transfers involve businesses. We adopted ASU 2010-02 effective 31 December 2009 and it did not have a material effect on our current financial statements.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity: Accounting for Distributions to Shareholders with Components of Stock and Cash, ("ASU 2010-01"). ASU 2010-01 amends the Codification to clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. ASU 2010-01 codifies the consensus reached by the Emerging Issues Task Force in Issue No. 09-E, Accounting for Stock Dividends, including Distributions to Shareholders with Components of Stock and Cash. We adopted ASU 2010-01 effective 31 December 2009 and it did not have a material effect on our current financial statements, however, it may have an effect on future financial statements depending on our future activities.

In December 2009, the FASB issued Accounting Standards Update No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“ASU 2009-17”) amending the FASB Accounting Standards Codification (“Codification”). The amendments in ASU 2009-17 replace the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which enterprise has a controlling financial interest in a variable interest entity. The amendments in ASU 2009-17 also require additional disclosures about an enterprise’s involvement in variable interest entities, which will enhance the information provided to users of financial statements. We adopted ASU 2009-17 effective December 31, 2009 and it did not have a material effect on our current financial statements, however, it may have an effect on future financial statements depending on our future activities.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below)

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below)

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after 15 June 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after 15 December 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

On September 30, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Statement No. 168, The FASB Accounting Standards Codification and The Hierarchy of Generally Accepted Accounting Principles. The Codification became the source of authoritative generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification is nonauthoritative. GAAP is not intended to be changed as a result of this statement, but will change the way the guidance is organized and presented. The Company has implemented the Codification in the consolidated financial statements by providing references to the Accounting Standards Codification (“ASC”) topics.

On October 1, 2009, the Company adopted ASC 820-10, Fair Value Measurements and Disclosures, for all assets and liabilities that are recognized or disclosed at fair value in the financial statements. ASC 820-10 clarifies the definition of fair value and the methods used to measure fair value and expands disclosures about fair value measurements. The adoption of ASC 820-10 did not have a material impact on the Company’s consolidated financial statements.

Effective April 1, 2009, the Company adopted ASC 855-10, Subsequent Events. ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The adoption of ASC 855-10 did not have a material impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued ASC 805, Business Combinations. ASC 805 generally requires an acquirer to recognize the identifiable assets acquired, liabilities assumed, contingent purchase consideration and any noncontrolling interest in the acquiree at fair value on the date of acquisition. It also requires an acquirer to recognize as expense most transaction and restructuring costs as incurred, rather than include such items in the cost of the acquired entity. For the Company, ASC 805 will apply prospectively to business combinations for which the acquisition date is on or after October 1, 2009. The adoption of ASC 805 did not have a material impact on the Company’s consolidated financial statements.

Concentration of Credit Risk

The Company has cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. As of ~~December~~June 3130, ~~2009~~2010, the Company ~~provided~~ provided reserves for doubtful accounts receivable in the amount of $~~231~~186,~~399~~ 984 (March 31, 2010 ~~2009~~ - $~~196~~187,~~426~~321); provided inventory reserves for estimated obsolescence for $~~876~~753,~~890~~ 084 (March 31, ~~2009~~2010 - $~~560~~1,~~846~~103,360); and provided reserves for defective inventory returns of $~~225~~224,~~213~~341 (March 31, ~~2009~~2010 - $~~104~~257,~~641~~569).

Fair Value of Financial Instruments

The Company's financial instruments include cash and cash equivalents, receivables, payables, and advances from the parent company.

The estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair value. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange. At ~~December~~June 3130, ~~2009~~2010 and March 31, ~~2009~~2010, the carrying amounts of cash, accounts receivable, accounts payable and accrued liabilities, and loans payable approximate their fair values due to the short-term maturities of these instruments.

Earnings or Loss Per Share

There were no anti-dilutive financial instruments for ~~the~~ three ~~and nine~~ months ended ~~December~~ 31June 30, ~~2009~~ 2010 and ~~2008~~2009.

EQUIPMENT

The components of equipment are as follows:

	Cost		Accumulated Depreciation			Net ~~December~~June 3130, ~~2009~~2010		Net March 31, ~~2009~~2010
Furniture and fixtures	$	42,462	$	(41,~~257~~812	)	$	~~1,205~~650	$	~~2,037~~927
Equipment		31,858		(3031,~~723~~212	)		~~1,135~~646		~~1,867~~891
Computer		53,295		(4648,~~454~~851	)		64,~~841~~444		105,~~438~~643
Warehouse equipment		68,575		(5862,~~671~~667	)		95,~~904~~908		157,~~899~~906
	$	196,190	$	(~~177~~184,~~105~~542	)	$	1911,~~085~~648	$	3015,~~241~~367

AMOUNTS PAYABLE TO PARENT COMPANY

As of ~~December~~June 3130, ~~2009~~2010, the Company owed $128,~~053~~667,~~414~~339 (March 31, ~~2009~~2010 - $129,~~703~~736,~~104~~868) to ~~The~~ The Starlight Group of Companies, the principal corporate shareholder of the ~~Company~~ Company ("Starlight"). Of this amount $118,~~448~~062,~~787~~712 (March 31, ~~2009~~ 2010- $129,~~098~~132,~~477~~241) was owed in the form of trade payable and the remainder was in ~~the form of advances and~~ interest on ~~advances. The~~prior advances ~~from Starlight were paid for by the issuance of shares in the fiscal year ended March 31, 2007, leaving only the accrued interest as payable~~. These amounts are unsecured, payable on demand and Starlight has agreed not to charge further interest on the accrued interest payable. Interest accrued as of ~~December~~ 31June 30, ~~2009~~2010 was $604,627 (March 31, 2010 ~~2009~~ - $604,627).

105

COMMITMENTS

The Company leases premises under an operating lease with a five year term in Canada and shares the facilities for its Hong Kong operation. In September 2008 the Company extended the current operating lease in Canada for five years commencing on October 1, 2008. Minimum lease commitments under the leases at ~~December~~June 3130, ~~2009~~2010 were:

2010 (3 months)		82,355
2011 (Nine months)		252,198
2011		329,418
2012		336,265
2012		332,061
2013		338,962
2013		334,703
2014		256,244
2014		167,352
	$	1,183,669
	$	1,245,889

CAPITAL STOCK

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, voting, participating

		2009			2008
Issued
40,467,636	Common stock (March 31, 2009 - 40,467,636)	$	2,139,132		$	2,139,132
2,314,567	Treasury stock		(115,750	)		(115,750	)
		$	2,023,382		$	2,023,382

RELATED PARTY TRANSACTIONS

Apart from those as disclosed in ~~amounts~~Amounts ~~payable~~Payable to ~~parent~~Parent Company, the Company's transactions with related parties were, in the opinion of the directors, carried out on normal commercial terms and in the ordinary course of the Company's business.

During the ~~nine~~three months ended ~~December~~June 3130, ~~2009~~2010, the Company purchased $102,~~472~~060,~~667~~564 (~~nine~~three months ended ~~December~~June 3130, ~~2008~~2009 - $252,~~248~~690,~~847~~643) of goods from ~~Starlight and~~ ~~received no commission from~~ Starlight ~~(nine months ended December 31, 2008 - $86,146)~~.

116

ECONOMIC DEPENDENCE

The Company is economically dependent on its parent company for the supply of inventory products to its customers. A mass-market merchandiser and chain store located in Canada and US is the Company's largest customer, which accounted for approximately 5488% of sales for the ~~nine~~three months ended ~~December~~June 3130, ~~2009~~2010 and 69% for the ~~nine~~three months ended ~~December~~June 3130, ~~2008~~2009. Economic dependence exists with this identified customer. Loss of the customer may have significant adverse results to the financial position of the Company.

As of ~~December~~June 3130, ~~2009~~2010, the accounts receivable from this customer amounted to approximately $1748,~~027~~336,~~706,~~ (March 31, ~~2009~~2010 - $1853,~~842,933~~080) and claims payable for inventory returns amounted to approximately $1522,~~506~~881 (March 31, ~~2009~~2010 - $12,~~964~~076).

OPERATING SEGMENT INFORMATION

The Company operated in one business segment and all of its sales are consumer electronic products. The Company's customers are principally in Canada and in the USA. Borrowings are principally in the United States.

Canada

Hong Kong

United States

Total

December 31, 2009

June 30, 2010

Assets

96,~~708~~749,~~778~~218

91234,~~818~~552

21,~~834~~006,~~355~~123

127,~~634~~989,~~951~~893

Nine Months Ended December 31, 2009

Three Months Ended June 30, 2010

Sales, net

112,~~287~~746,~~004~~245

~~747~~574,~~364~~748

1171,~~436,390~~982

133,~~470~~492,~~758~~975

Gross margin

1253,~~422,840~~321

6548,~~620~~116

6965,~~174~~520

1366,~~557,634~~957

Net loss

(249,603

)

(49,867

)

(299,025

)

(598,495

)

Net (loss) income

(453,965

)

(12,907

)

15,298

(451,574

)

March 31, 2009

March 31, 2010

Assets

57,~~503~~036,~~950~~473

~~377~~606,~~210~~215

71,~~356~~970,~~321~~419

139,~~237~~613,~~481~~107

Nine Months Ended December 31, 2008

Three Months Ended June 30, 2009

Sales, net

92,~~706~~530,~~278~~242

4172,~~015,014~~555

12387,~~996,200~~236

263,~~717~~090,~~492~~033

Gross margin

~~988~~289,~~019~~124

122,~~155,107~~090

140,~~044,645~~966

3352,~~187,771~~180

Net loss

(191,~~268,804~~559

)

(8919,~~389~~270

)

(51153,~~784~~087

)

(1263,~~409,977~~916

)

SUPPLEMENTAL CASH FLOW INFORMATION

During the ~~nine~~three months ended ~~December~~June 3130, ~~2009~~2010 the Company paid interest of $95,~~718 (nine~~159 (three months ended ~~December~~June 3130, ~~2008~~2009 - $453,~~434~~675) and ~~recovered~~did not pay or recover any income taxes of ~~$37,044~~ (~~nine~~three months ended ~~December~~June 3130, ~~2008~~2009 -– recovered $~~327~~37,~~077~~056).

~~SUBSEQUENT EVENTS~~7

We evaluated the effects of all subsequent events from the end of the third quarter ended December 31, 2009 through February 16, 2009, the date we filed our financial statements with the U.S. Securities and Exchange Commission ("SEC"). There were no events to report during this evaluation period.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto appearing elsewhere in this quarterly report, and in conjunction with the Management's Discussion and Analysis set forth in (1) our annual report on Form 10-K for the year ended March 31, ~~2009~~2010.

As used in this quarterly report, to term “we”, “us”, our”, “Cosmo”, the “Company” or “our company refer to Cosmo Communications Corporation, a Florida corporation.

Preliminary Note Regarding Forward-Looking Statements

This quarterly report and the documents incorporated herein by reference contain forward-looking statements within the meaning of the federal securities laws, which generally include the plans and objectives of management for future operations, including plans and objectives relating to our future economic performance and our current beliefs regarding revenues we might earn if we are successful in implementing our business strategies. The forward-looking statements and associated risks may include, relate to or be qualified by other important factors. You can identify forward-looking statements generally by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “intends,” “plans,” “should,” “could,” “seeks,” “pro forma,” “anticipates,” “estimates,” “continues,” or other variations of those terms, including their use in the negative, or by discussions of strategies, opportunities, plans or intentions. You may find these forward-looking statements in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as throughout this quarterly report. A number of factors could cause results to differ materially from those anticipated by forward-looking statements.

These forward-looking statements necessarily depend upon assumptions and estimates that may prove to be incorrect. Although we believe that the assumptions and estimates reflected in the forward-looking statements are reasonable, we cannot guarantee that we will achieve our plans, intentions or expectations. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ in significant ways from any future results expressed or implied by the forward-looking statements.

Any of the factors described in this quarterly report, including in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, could cause our financial results, including our net income (loss) or growth in net income (loss) to differ materially from prior results, which in turn could, among other things, cause the price of our common stock to fluctuate substantially. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.

In addition, readers are also advised to refer to the information contained in our filings with the Commission, especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.

138

Overview

Cosmo Communications Corporation (the “Company”, “Cosmo”, “we”, “us” or “our”) was incorporated in the state of Florida in 1983.

The Company is engaged in the development, production, distribution, marketing and sale of consumer electronic audio and video equipment, accessories and clocks. Our products are sold primarily in Canada and to selective customers in USA, United Kingdom, and South America through mass merchandisers, department stores, electronic stores, chains, and specialty stores.

Our products are currently sold in stores such as Wal-Mart, Super-Stores, Home Hardware, Bargain Shop, and Best Buy/Future Shop.

Results of Operations for the Quarter Ended ~~December~~June 3130, ~~2009~~2010 (“~~2009~~2010”) and For the ~~Quarter~~ Quarter Ended ~~December~~June 3130, ~~2008~~2009 (“~~2008~~2009”)

The following table sets forth, for the periods indicated, certain items related to our consolidated statements of operations as a percentage of net revenues for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009.

	Three months ended			Three months ended			~~Nine months ended~~			~~Nine months ended~~
	December 31, 2009			December 31, 2008			December 31, 2009			December 31, 2008
	June 30, 2010			June 30, 2009
Sales		100	%		100	%		~~100~~	%		~~100~~	%
Cost of products sold		89.5	%		9388.96	%		~~88.5~~	%		~~91.8~~	%
Gross profit		10.5	%		611.14	%		~~11.5~~	%		~~8.2~~	%
Commission income		0.67	%		10.37	%		~~0.6~~	%		~~1.3~~	%
Expenses:
Salaries and wages		57.56	%		37.16	%		~~6.1~~	%		~~3.9~~	%
General and administrative		35.3	%		~~3.3~~5	%		~~3.8~~	%		~~3.0~~	%
Selling and delivery		87.35	%		~~7.5~~12	%		~~8.6~~	%		~~5.4~~	%
Financial		0.1	%		0.1	%		~~0.1~~	%		~~0.7~~	%
(Gain) loss on foreign exchange		(1.2	)%		7.3	%		(2.0	)%		3.1	%
Gain on foreign exchange		3.4	%		(3.9	)%
Depreciation		0.1	%		-0.1	%		~~0.1~~	%		-
Net loss before income tax		(512.09	)%		(148.8	)%		~~(4.5~~	)%		~~(6.5~~	)%
Income tax (recovery) expense		-			-(0.3	)%		-			~~(1.2~~	)%
Net loss		(512.09	)%		(148.5	)%		~~(4.5~~	)%		~~(5.3~~	)%

The following is a discussion and analysis of our results of operations for the above periods:

149

Three months ended December 31, 2009 and three months ended December 31, 2009.

Net Sales:

Sales for the three months ended ~~December~~June 3130, ~~2009~~2010 ~~decreased~~increased by approximately $~~3.7~~402,943 ~~million~~ or 3913% compared to the corresponding period in ~~2008~~2009. ~~The~~Increases came ~~decrease~~from ~~was primarily in~~ the ~~Disney~~clocks, ~~electronic~~audio and ~~the~~Disney ~~youth~~products ~~electronic~~categories. We ~~products~~are ~~which~~planning ~~together~~to ~~decreased~~introduce byLED ~~$5.6~~TVs ~~million~~ in the ~~current~~Canadian ~~period~~market ~~compared with~~in the ~~corresponding~~next ~~period~~quarter, therefore inwe ~~2008. The~~expect ~~toys~~sales ~~category~~will ~~continued~~steadily ~~to perform~~improve, ~~poorly~~on a seasonal basis, in ~~the~~fiscal ~~current quarter~~2011.

Sales in the video categories improved, led by the LCD TV, which increased by approximately $2 million in the same period.

Cost of Sales and Gross Margin:

Gross margin was 10.5% for the three months ended ~~December~~June 3130, ~~2009~~2010 as compared to 6 11.14% for the same period in ~~2008~~2009. The ~~Canadian~~change ~~dollar~~in ~~continued~~gross toprofit margin was ~~improve~~primarily ~~against~~due to the USfluctuation ~~dollar~~in ~~during~~ the ~~current~~exchange ~~period,~~rates ~~which~~between ~~resulted~~the inCanadian aand ~~favorable~~US ~~impact~~dollar onas 95% of our ~~purchase~~sales ~~costs~~were ~~which~~sold in Canada but goods were ~~fixed~~bought in US dollars.

We also sold proportionately less inventory by direct sales and more by domestic sales during the current period. Since direct sales have a lower contribution to the gross profit margin, average gross margin increased in the current period.

Commission Income:

Commission income ~~decreased~~was bysimilar ~~$94,272~~in ~~or 75% for~~ the ~~three~~two ~~months~~periods ~~ended December 31, 2009 compared to the corresponding period~~ in ~~2008~~comparison. ~~Commission income came primarily from reverse logistic services which demands were curtailed due to slower sale activities.~~

Selling, General and Administrative Expenses:

~~Salaries~~Our general and ~~wages~~administrative expenses increased by $2733,~~315~~000 ~~or 9.4%~~ for the three months ended ~~December~~June 3130, ~~2009~~ 2010 compared with the same period in ~~2008. The~~2009, ~~increase~~mainly ~~was~~because ~~largely~~we ~~due~~began toour ~~translation~~in ofhouse awarranty ~~stronger~~repair ~~Canadian~~service ~~dollar~~in tothe USsecond ~~dollar~~quarter inof ~~the current~~fiscal ~~period~~2010. InOur ~~Canadian~~selling ~~dollars,~~expenses ~~there~~decreased ~~was~~by no$110,000, ~~increase~~half inof ~~wages~~which ~~and~~was ~~salaries~~decrease in ~~comparison~~commissions ~~with~~and the ~~2008~~other ~~quarter~~half was warehouse fees from the US operation.

Our general and administrative expenses decreased by $125,539 or 40% for the three months ended December 31, 2009 compared with the same period in 2008. We reduced our office expense, travel and professional fees as a result of new measures to reduce costs.10

Selling and delivery expenses decreased by $238,251 or 33% for the three months ended December 31, 2009 compared with corresponding quarter in 2008. The major decrease was commission expense which is proportional to sales.

Financial:

~~Interest and~~There ~~finance charges decreased by $12.982 for the three months ended December 31,~~was ~~2009~~no ~~compared~~major ~~with~~change ~~the same quarter~~ in ~~2008. The~~our ~~current~~financial ~~quarter~~costs ~~has a reduction~~ in ~~Letter of Credit facility charges in~~ the ~~direct~~two ~~import~~periods ~~activities~~in ~~compared with the 2008 quarter~~comparison.

Net Earnings:

The net loss for the three months ended ~~December~~June 3130, ~~2009~~2010 was $~~287~~451,~~002~~574 compared with a ~~net~~ net loss of $1263,~~325,895~~916 in the corresponding period in ~~2008~~2009. The ~~improved~~ ~~result~~increase ~~was~~in net ~~due~~loss related to a$118,000 ~~significant improvement~~ in ~~the~~foreign ~~gross~~exchange ~~profit~~loss ~~margin and~~of athe ~~continuous~~Canadian ~~effort to cut our overhead and administrative~~dollar ~~expenses. The~~against ~~2008~~the ~~loss~~US ~~contained~~dollar aduring ~~foreign~~the ~~exchange~~current ~~loss~~quarter ~~of $695,206~~ compared with aan ~~gain~~exchange gain of $65120,~~999~~000 in ~~the current quarter~~2009.

Foreign exchange:

For the three months ended ~~December~~June 3130, 2009, the Canadian dollar ~~continued~~decreased ~~to increase~~ against the US dollar resulting in an exchange ~~gain~~loss of $65118,~~999~~043 ~~compared~~(exchange ~~with~~gain ~~a loss~~ of $~~695~~119,~~206~~777 in ~~the corresponding quarter in 2008. As the Canadian dollar~~ ~~rises in value, our US dollar accounts payables are consequently settled in less Canadian dollars, therefore we realize a foreign exchange gain~~2009).

~~Nine months ended December 31, 2009 compared with nine months ended December 31, 2008.~~11

Net Sales:

Sales for the nine months ended December 31, 2009 decreased by approximately $13.2 million or 50% compared to the corresponding period in 2008. The decrease was primarily in the Disney electronic and the youth electronic products which decreased by $12.2 million in the current period compared with the corresponding period in 2008. The toy category was severely affected by the economic downturn in 2009.

Sales in all other categories of our products have also decreased mainly due to continued deterioration in consumer spending and economic recession conditions.

Cost of Sales and Gross Margin:

Gross margin was 11.5% for the nine months ended December 31, 2009 as compared to 8.2% for the same period in 2008. The Canadian dollar improved against the US dollar during the current period, which resulted in a favorable impact on our purchase costs which were fixed in US dollars.

Commission Income:

Commission income decreased by $280,752 or 79% for the nine months ended December 31, 2009 compared to the corresponding period in 2008. The loss in revenue was mainly from the loss of our reverse logistics customers which occurred after the December 31, 2008 quarter. Since we do not have any minimum fee contracts with our reverse logistic customers, the amount of defective returns we handle will always fluctuate outside of our control.

Selling, General and Administrative Expenses:

Salaries and wages decreased by $209,429 or 20% for the nine months ended December 31, 2009 compared with the same period in 2008. The decrease mainly was due to payroll cuts and lay off of general staff.

Our general and administrative expenses decreased by $288,114 or 36% for the nine months ended December 31, 2009 compared with the same period in 2008. We reduced our office expense, travel and professional fees as a result of new measures to reduce costs.

Selling and delivery expenses decreased by $280,200 or 20% for the nine months ended December 31, 2009 compared with corresponding quarter in 2008. The major decrease was commission expense which is proportional to sales.

Financial:

Interest and finance charges decreased by $174,533 for the nine months ended December 31, 2009 compared with the same quarter in 2008. The September 2008 quarter included a one time charge of accrued interest on outstanding taxes from 2004 and 2005 reassessed corporate tax returns in our Canadian subsidiary. The current quarter also has a reduction in Letter of Credit facility charges in the direct import activities compared with the 2008 quarter.

Net Earnings:

The net loss for the nine months ended December 31, 2009 was $598,495 compared with a net loss of $1,409,977 in the corresponding period in 2008. The improvement was due to an improvement in gross profit margin and a general reduction in the costs of operation.

Foreign exchange:

For the nine months ended December 31, 2009, the Canadian dollar increased against the US dollar resulting in an exchange gain of $271,991 compared with a loss of $816,135 in the corresponding quarter in 2008. As the Canadian dollar rises in value, our US dollar accounts payables are consequently settled in less Canadian dollars, therefore we realize a foreign exchange gain.

Liquidity and Capital Resources

During the ~~nine~~three months ended ~~December~~June 3130, ~~2009~~2010, net cash used in operating activities ~~was~~ was $~~370~~352,~~582~~192. The main ~~use~~source inof ~~funds~~our ~~was~~working incapital ~~financing receivables~~ during ~~the~~this ~~peak~~quarter came ~~selling~~from ~~season~~collecting inour ~~the~~receivable ~~current~~and ~~quarter~~sales of inventories. The ratio of current assets to current liabilities was 0.9886 to 1, as compared to 0.9892 to 1 on March 31, ~~2009~~2010.

Seasonal and Quarterly Results

Historically, our operations have been seasonal, with the highest net sales occurring in the second and third quarters (reflecting increased orders for electronic audio and video equipment during the Christmas selling months) and to a lesser extent the first and fourth quarters of the fiscal year. The current trend is we will receive less direct import orders and more domestic sales orders from our customers. In effect, the timing of placing orders will be delayed. Our results of operations often fluctuate from quarter to quarter as a result of the amount and timing of orders placed and shipped to customers, as well as other factors. The fulfillment of orders can therefore significantly affect results of operations on a quarter-to-quarter basis.

Inflation

Inflation has not had a significant impact on the Company's operations. The Company has historically passed any price increases on to its customers since prices charged by the Company are generally not fixed by long-term contracts.

Critical Accounting Policies and Estimates

The methods, estimates and judgments Cosmo uses in applying its accounting policies have a significant impact on the results reported in its consolidated financial statements. Cosmo evaluates its estimates and judgments on an on-going basis. Cosmo bases its estimates on historical experience and assumptions that Cosmo believes to be reasonable under the circumstances. Cosmo’s experience and assumptions form the basis for its judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may vary from what Cosmo anticipates and different assumptions or estimates about the future could change its reported results.

Cosmo believes the following accounting policies are the most critical to Cosmo, in that they are important to the portrayal of Cosmo’s consolidated financial statements and they require Cosmo’s most difficult, subjective or complex judgments in the preparation of its consolidated financial statements:

Use of Estimates

1812

Revenue Recognition

Sales, net of estimated sales returns, are recognized upon passage of title to the customer. This occurs upon shipment or upon receipt by the customer depending on the country of the sale and the agreement with the customer. Revenue is recognized if persuasive evidence of an agreement exists, the sales price is fixed or determinable, and collectability is reasonably assured.

Commission income is derived from reverse logistic services that consist of handling other distributor companies returned goods. In providing these services, the Company acts as an agent or broker without assuming the risks and rewards of ownership of the goods and therefore reports the commissions on a net basis. Revenue is recognized based on the completion of the contracted services.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined on average cost. Inventory is comprised of finished products that the Company intends to sell to its customers. The Company periodically makes judgments and estimates regarding the future utility and carrying value of its inventory. The carrying value of inventory is periodically reviewed and impairments, if any, are recognized when the expected future benefit from the inventory is less than its carrying value. The Company has inventory reserves for estimated obsolescence or unmarketable inventory which is equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.

Foreign Translation Adjustment

The accounts of the foreign subsidiaries were translated into U.S. dollars in accordance with the provisions of Accounting Standards Codification “ASC” 830, Foreign Currency ~~Matters~~Translation. 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 ASC 830, 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.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

1913

Fair Value of Financial Instruments

The Company's financial instruments include cash and cash equivalents, receivables, payables, and advances from the parent company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material changes in the Company’s market risk during the first fiscal ~~period~~ quarter ended ~~December~~June 3130, ~~2009~~2010. For additional information, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, ~~2009~~ 2010.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2014

PART II - OTHER INFORMATION

ITEM 1. - LEGAL PROCEEDINGS

We are from time to time involved in routine litigation incidental to our business, most of which is adequately covered by insurance and none of which is expected to have a material adverse affect on our business, financial condition or results of operation.

ITEM 1A. – RISK FACTORS

We have significant working capital needs and if we are unable to obtain additional financing when needed, we may not have sufficient cash flow to continue operations.

As of ~~February~~August 16, 2010, our cash on hand is limited and we do not have credit ~~facilities~~ facilities with banks. We will finance our working capital needs from ~~the~~ the collection of accounts receivable and sales of existing inventory. As of ~~December~~June 3130, ~~2009~~2010, our inventory was valued at $85.9 5 million. If these sources do not provide us with adequate financing, we will be seeking financing from our parent company suppliers. If we are not able to obtain adequate financing from our factories when needed, it will have a material adverse effect on our cash flow and our ability to continue operations.

A small number of our customers account for a substantial portion of our revenues, and the loss of one or more of these key customers could significantly reduce our revenues and cash flow.

We rely on Starlight to manufacture and produce the majority of our CD players, DVD players and television sets and if Starlight does not support our delivery schedule, it would affect our revenues and profitability.

We believe that because Starlight has a substantial investment in our operations they will support us unconditionally. In the event of disruption in its factory, Starlight will source outside factories to manufacture our products but we risk losing sales and goodwill with our customers.

We are subject to pressure from our customers relating to price reduction and financial incentive and if we are pressured to make these concessions to our customers, it will reduce our revenues and profitability.

Because there is intense competition in the consumer electronic market, we are subject to pricing pressure from our customers. Many of our customers have demanded that we lower our prices or they will purchase from our competitors products. If we do not meet our customer's demands for lower prices, we will not sell as many products. We are also subject to pressure from our customers regarding certain financial incentives, such as return credits or advertising allowances, which effectively reduce our profit. We have historically offered advertising allowances to our customers because it is standard practice in the retail industry.

We experience difficulty forecasting the demand for our products and if we do not accurately forecast demand, our revenues, net income and cash flow may be affected.

Because of our reliance on manufacturers in China for our products, our production lead times range from one to four months. Therefore, we must commit to production in advance of customers orders. It is difficult to forecast customer demand because we do not have any scientific or quantitative method to predict this demand. Our forecasting is based on management's general expectations about customer demand, the general strength of the retail market and management's historical experiences. In the past, our experienced management team has been able to plan our production and inventory requirements without building excessively high inventory or incurring significant obsolescence costs .

2115

Our gross profit margins are always under the pressure of a continued competitive market in the future.

Over the past year, our gross profit margins have generally decreased due to price competition. We have reversed this trend in the ~~past and~~ current ~~quarters~~quarter. However, our gross profit margin is ~~always~~currently under downward pressure due to price increases in our major components.

Our business is seasonal and therefore our annual operating results will depend, in large part, on our sales during the relatively brief holiday season.

Sales of consumer electronics in the retail channel are ~~highly~~ seasonal, with a majority of of retail sales occurring during the period from September through December in anticipation of the holiday season, which includes Christmas. A substantial portion of our sales occur during the second quarter ended September 30 and the third quarter ended December 31. Combined sales in our second and third quarter of our ~~2009~~2010 fiscal year account for approximately 6463% of total sales.

If Cosmo does not continue to develop, introduce and achieve market acceptance of new and enhanced products, sales may decrease.

The consumer electronic industry is characterized by rapid technological change, frequent new product introductions and enhancements and ongoing customer demands for greater performance. In addition, the average selling price of an electronic product has historically decreased over its life cycle, and we expect that trend to continue. As a result, our products may not be competitive if we fail to introduce new products or product enhancements that meet evolving customer demands. The development of new products is complex, and we may not be able to complete development in a timely manner. To introduce products on a timely basis, we must:

accurately define and design new products to meet market needs;

design features that continue to differentiate our products from those of our competitors;

update our manufacturing process technologies;

identify emerging technological trends in our target markets;

anticipate changes in end-user preferences with respect to our customers' products;

introduce products to market on a timely basis at competitive prices; and

respond effectively to technological changes or product announcements by our competitors.

We believe that we will need to continue to enhance our products and develop new merchandise to keep pace with competition, technological developments, and to achieve market acceptance for our products. At the same time, we are identifying other products which may be different from audio and video equipment.

Our products are shipped from China and any disruption of shipping could prevent or delay our customers’ receipt of inventory.

We rely principally on independent ocean carriers to ship virtually all of the products that we import to our warehouse ~~facility~~facilities in Toronto, Canada and in Los Angeles, USA. Retailers that take delivery of our products in China rely on a variety of carriers to import those products. Any disruptions in shipping, whether in Toronto, LA or China, caused by labor strikes, other labor disputes, terrorism, and international incidents may prevent or delay our customers' receipt of inventory. If our customers do not receive their inventory on a timely basis, they may cancel their orders or return products to us. Consequently, our revenues and net income would be affected.

2216

Our manufacturing operations are located in the People’s Republic of China, subjecting us to risks common in international operations. If there is any problem with the manufacturing process, our revenues and net profitability may be affected.

We are using nine factories in the People's Republic of China to manufacture the majority of our products. These factories will be producing all of our products in fiscal ~~2010~~2011. Our arrangements with these factories are subject to the risks of running business abroad, such as import duties, trade restrictions, work stoppages, and foreign currency fluctuations, limitations on the repatriation of earnings and political instability, which could have an adverse impact on our business. Furthermore, we have limited control over the manufacturing processes themselves. As a result, any difficulties encountered by our third-party manufacturers that result in product defects, production delays, cost overruns or the inability to fulfill orders on a timely basis could adversely affect our revenues, profitability and cash flow. Also, since we do not have written agreements with any of these factories, we are subject to additional uncertainty if the factories do not deliver products to us on a timely basis.

We depend on third party suppliers for parts for our products, and if we cannot obtain supplies as needed, our operations will be severely damaged.

Our growth and ability to meet customer demand depends in part on our ability to obtain timely deliveries of our electronic products. We rely on third party suppliers to produce the parts and materials we use to manufacture and produce these products. If our suppliers are unable to provide our factories with the parts and supplies, we will be unable to produce our products. We cannot guarantee that we will be able to purchase the parts we need at reasonable prices or in a timely fashion. In the last several years, there have been shortages of certain components that we use in our products. If we are unable to anticipate any shortages of parts and materials in the future, we may experience severe production problems, which would impact our sales.

We are exposed to the credit risk of our customers who are experiencing financial difficulties, and if these customers are unable to pay us, our revenues and profitability will be reduced.

We sell products to retailers, including department stores, hardware stores and specialty stores. In the past, we have been diligent to screen credit worthiness of our customers and experience of bad debts has been insignificant. Deterioration in the financial condition of our customers could have a material adverse effect on our revenues and future profitability.

Our common stock currently is not actively traded on the OTC bulletin board.

Our common stock is inactive and has no bid and ask price. We believe that if we can establish a pattern of profitability in the near future, our common stock may be more actively traded.

The loss of their largest customer or significant reductions in their purchases of Cosmo’s products would reduce sales.

This significant customer accounts for approximately 5488% of Cosmo’s sales in the ~~nine~~ ~~months~~current ~~ended December 31, 2009 (75% in 2008)~~quarter. Cosmo anticipates that this customer will continue to account for a significant portion of Cosmo’s sales for the foreseeable future, but is not obligated to any long-term purchases. They have considerable discretion to reduce, change or terminate purchases of Cosmo’s products. Cosmo cannot be certain that it will retain this customer or maintain a favorable relationship.

2317

If Cosmo fails to manage its inventory effectively, Cosmo could incur additional costs or lose sales.

Cosmo customers have many brands to choose from when they decide to order products. If Cosmo cannot deliver products quickly and reliably, customers will order from a competitor. Cosmo must stock enough inventories to fill orders promptly, which increases Cosmo’s financing requirements and the risk of inventory obsolescence. Because competition has forced Cosmo to shorten its product life cycles and more rapidly introduce new and enhanced products, while simultaneously sourcing more products overseas and carrying larger inventories, there is a significant risk that Cosmo’s inventory could become obsolete.

Currency fluctuations may reduce the profitability of Cosmo’s foreign sales.

Cosmo currently makes sales to Canadian and certain European dealers and distributors in their respective currencies. However, as part of the transition to local distributors, an increasing portion of Cosmo’s sales are denominated in U.S. dollars. If Cosmo is unsuccessful in its transition to distributors, Cosmo’s exposure to gains and losses on foreign currency transactions will continue. Cosmo does not trade in derivatives or other financial instruments to reduce currency risks. In some instances this will subject Cosmo’s earnings to fluctuations because Cosmo is not protected against substantial currency fluctuations.

ITEM 2. - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. - OTHER INFORMATION

Not applicable.

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ITEM 6. - EXHIBITS

The following exhibits are being filed as part of this quarterly report:

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COSMO COMMUNICATIONS CORPORATION
	By:	/s/ Peter Horak
		Name: Peter Horak
		Name: Peter Horak Title: Chief Executive Officer
		Title: Chief Executive Officer
	Date: August 16, 2010
	Date: February 16, 2010
	By:	/s/ Carol Atkinson
		Name: Carol Atkinson
		Name: Carol Atkinson Title: Chief Financial Officer
		Title: Chief Financial Officer
	Date: August 16, 2010
	Date: February 16, 2010

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