Cosmo Communications Corp – ‘DEFS14A’ for 6/19/01

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Cosmo Communications Corporation                      18     78K 

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DEFS14A
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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

                                                                [Download Table]
                                                                                    
[ ]  Preliminary Proxy Statement                                                    
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement                                                     
[ ]  Definitive Additional Materials                                                
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12                  

COSMO COMMUNICATIONS CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

N/A 
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   

1.  Title of each class of securities to which transaction applies:   

       -------------------------------------------------------------------------

2.  Aggregate number of securities to which transaction applies:      

       -------------------------------------------------------------------------

3.  Per unit price or other underlying value of transaction computed  
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):    

       -------------------------------------------------------------------------

4.  Proposed maximum aggregate value of transaction:                  

       -------------------------------------------------------------------------

5.  Total fee paid:                                                   

       -------------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials:                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

1.  Amount Previously Paid:                                           

       -------------------------------------------------------------------------

2.  Form, Schedule or Registration Statement No.:                     

       -------------------------------------------------------------------------

3.  Filing Party: COSMO COMMUNICATIONS CORPORATION                    

       -------------------------------------------------------------------------

4.  Date Filed: June 7, 2001                                          

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
QUESTIONS AND ANSWERS ABOUT THE PROPOSAL....................    1 
SUMMARY.....................................................    4 
  Overview..................................................    4 
  The Company...............................................    4 
  The Special Meeting.......................................    4 
  Record Date and Quorum Requirement........................    4 
  Voting Procedures.........................................    4 
  Recommendations...........................................    5 
  Opinion as to Fairness....................................    5 
  Historical Market Information.............................    5 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND               
  MANAGEMENT................................................    5 
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING                   
  INFORMATION...............................................    6 
THE SPECIAL MEETING.........................................    6 
  Date, Time and Place of the Special Meeting...............    6 
  Matters to Be Considered at the Special Meeting...........    6 
  Background................................................    7 
  Proxy Solicitation........................................    8 
  Record Date and Quorum Requirement........................    8 
  Voting Procedures.........................................    8 
  Revocation of Proxies.....................................    8 
  Other Matters to Be Considered............................    9 
  The Board's Recommendation................................    9 
  Intended Business Plans for Cosmo Following Completion of       
     the Acquisition........................................    9 
  Certain Effects of Adoption of the Proposal...............   10 
OTHER MATTERS...............................................   10 
WHERE YOU CAN FIND MORE INFORMATION.........................   10 

EXHIBIT A PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION FOR                   
COSMO COMMUNICATIONS CORPORATION                          

EXHIBIT B FAIRNESS OPINION                                                      

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COSMO COMMUNICATIONS CORPORATION

 ---------------------------------------

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD TUESDAY, JUNE 19, 2001 

--------------------------------------- 

TO THE STOCKHOLDERS OF COSMO COMMUNICATIONS CORPORATION:                        

    A Special Meeting of Stockholders of Cosmo Communications Corporation will
be held at the offices of our Canadian subsidiary located at 106 Ferrier Street,
Markham, Ontario, Canada, L3R 2Z5 on Tuesday, June 19, 2001, at 2:00 p.m. local 
time, to consider and vote upon a proposal to approve and adopt an amendment of 
our Articles of Incorporation to increase the authorized number of shares of our
common stock from 4,000,000 to 50,000,000 shares.                               

     The above proposal is more fully described in the attached Proxy Statement.
Only stockholders of record at the close of business on June 4, 2001 are        
entitled to notice of, and to vote at, the meeting or any adjournment or        
postponement thereof.                                                           

 All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend the meeting, please complete, sign, date and  
return the enclosed Proxy, which is solicited by the Board of Directors of Cosmo
Communications Corporation, to ensure that your shares are represented at the   
meeting. Stockholders who attend the meeting may revoke their Proxies and vote  
their shares in person.                                                         

                                       By Order of the Board of Directors,

                  CAROL ATKINSON
             Secretary

Date: June 7, 2001                                                              

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COSMO COMMUNICATIONS CORPORATION

PROXY STATEMENT 
FOR THE SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON JUNE 19, 2001 

  This Proxy Statement is dated June 7, 2001, and is first being mailed to
Cosmo Stockholders on or about June 7, 2001. The Board of Directors of Cosmo is 
soliciting your proxy for a special meeting and any adjournments and/or         
postponements thereof.                                                          

QUESTIONS AND ANSWERS ABOUT THE PROPOSAL

Q: WHAT IS THE PROPOSAL THAT WILL BE DISCUSSED AND VOTED UPON AT THE MEETING?   

A: The Board of Directors of Cosmo Communications Corporation ("us" or "Cosmo") 
   is presenting to our stockholders a proposal (the "Proposal") to increase the
authorized number of shares of our capital common stock from 4,000,000 to 
50,000,000 shares.                                                        

  The Proposal is necessary to complete a series of transactions, described in
   detail later in this Proxy Statement, which results in a change of control of
Cosmo from Amancio Victor Suarez, Amancio J. Suarez and Carlos Ortego     
 (collectively, the "Suarez Group") to Master Light Enterprises Ltd., a Hong
Kong corporation ("Master Light"), which is a subsidiary of Starlight     
International Holdings, Ltd. ("Starlight International"). Starlight       
International is listed on the Hong Kong stock exchange and is a holding  
company that owns and operates a number of subdivisions engaged in the    
manufacture, sale and distribution of consumer electronics products       
worldwide.                                                                

On January 23, 2001, Master Light acquired 1,347,420 shares of our common 
stock from the Suarez Group, representing 49.11% of our total issued and  
outstanding shares of common stock. In order to provide the needed capital
   for us to continue our business, Master Light has agreed, subject to approval
  of the Proposal at the Special Meeting, to inject $949,317 into our company,
   through a combination of cash and debt conversions, for which it will receive
   an additional 18,253,825 shares of our common stock. The consummation of this
   transaction will increase Master Light's total ownership interest in Cosmo to
84.9%, thereby reducing all of our other stockholders' interests to an    
   aggregate of 15.1%. The series of transactions pursuant to which Master Light
   acquires 84.9% of Cosmo's common stock is sometimes referred to herein as the
"Master Light Acquisition."                                               

 The Proposal is described in further detail in this Proxy Statement. Copies
of certain documents described in this Proxy Statement are attached as    
Appendices at the back of this Proxy Statement.                           

Q: WHAT ARE THE SPECIFIC ITEMS I AM BEING ASKED TO VOTE UPON?                   

A: You are being asked to approve the Proposal to increase the authorized number
of shares of our capital common stock from 4,000,000 to 50,000,000 shares.
   THE CURRENT BOARD OF DIRECTORS OF COSMO HAS UNANIMOUSLY APPROVED THE PROPOSAL
AND RECOMMENDS VOTING FOR ITS APPROVAL.                                   

Q: WHAT DO STARLIGHT AND MASTER LIGHT DO?                                       

A: Master Light's parent company, Starlight International, and its subsidiaries,
are principally engaged in the manufacturing, marketing, sale and         
  distribution of consumer electronics products worldwide both through its own
label and through OEM channels. Their major products include MP3 players, 
television sets, CD players, VCR machines, electronic clocks, clock radios
and combination products such as clock/radio/telephone units.             

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Q: HOW DID MASTER LIGHT OBTAIN ITS OWNERSHIP INTEREST IN COSMO?                 

A: The initial purchase of 1,347,420 shares of Cosmo's common stock from the    
Suarez Group, its principal stockholders, was consummated effective as of 
January 23, 2001. This acquisition gave Master Light a 49.11% ownership   
interest in Cosmo.                                                        

Q: WHAT WILL HAPPEN WHEN THE PROPOSAL IS APPROVED AT THE STOCKHOLDER MEETING?   

A: Once the Proposal is adopted at the Special Meeting, Master Light will       
purchase additional shares equaling approximately 35.79% of the issued and
outstanding stock of Cosmo, which will result in Master Light owning an   
aggregate of 84.9% of the total issued and outstanding shares of Cosmo. At
   that point, Master Light will have sufficient voting power to approve or veto
  any action brought before the stockholders and to direct every aspect of our
management, business and operations in the foreseeable future. In         
consideration for the additional shares, Master Light will pay a total    
 purchase price of $949,317, of which $400,000 plus accrued interest will be
discharged through the satisfaction of an existing secured loan given by  
   Master Light to Cosmo during fiscal year 2000 and the balance will be paid in
   cash. Once the acquisition is completed, it is anticipated that Master Light,
through its relationship as a member of the Starlight Group of companies, 
   will provide enhanced management, distribution and resources to Cosmo to grow
its business in the United States and internationally.                    

Q: WHY IS THE BOARD OF DIRECTORS RECOMMENDING THAT I VOTE FOR THE PROPOSAL?     

A: In the opinion of our Board of Directors, the terms and provisions of the    
  agreement with Master Light are fair to, and in the best interests of, Cosmo
   and Cosmo's stockholders. Accordingly, the Board of Directors has unanimously
 approved the increase in Cosmo's authorized number of shares of our capital
common stock from 4,000,000 to 50,000,000 shares.                         

Q: WHEN DO YOU EXPECT THE MASTER LIGHT ACQUISITION TO BE COMPLETED?             

A: It is currently anticipated that we will complete the Master Light           
acquisition immediately following the stockholders' meeting to which this 
   Proxy relates. However, we cannot assure you as to when or if the acquisition
will occur.                                                               

Q: WHAT DO I NEED TO DO NOW?                                                    

A: Simply indicate on your proxy card how you want to vote, then sign, date and 
mail it in the enclosed envelope as soon as possible, so that your shares 
   will be represented at the Special Meeting. Approval of the Proposal requires
 the affirmative vote of the holders of a majority of the outstanding shares
of our common stock entitled to vote on the Proposal.                     

Q: WHAT HAPPENS IF I DON'T RETURN A PROXY CARD?                                 

A: The failure to return your proxy card will have the same effect as voting    
against the Proposal.                                                     

Q: WHAT OTHER MATTERS WILL BE VOTED ON AT THE SPECIAL MEETING?                  

A: As of the date of this Proxy Statement, we know of no other business to be   
presented at the Special Meeting.                                         

Q: MAY I VOTE IN PERSON?                                                        

A: Yes. You may attend the Special Meeting and vote your shares in person,      
rather than signing and mailing your proxy card.                          

Q: MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?               

A: Yes. You may change your vote at any time before your proxy is voted at the  
Special Meeting by following the instructions detailed in the section     
entitled "Voting and Revocation of Proxies" on page 8.                    

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  Before your proxy is voted, you may submit a new proxy or you may attend the
Special Meeting and vote in person.                                       

Q: IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY  
SHARES FOR ME?                                                            

A: Your broker will vote your shares only if you provide instructions on how to 
vote. You should instruct your broker how to vote your shares by following
   the directions provided by your broker. If you do not provide instructions to
  your broker, your shares will not be voted and they will be counted as votes
against the Proposal.                                                     

Q: WHO CAN HELP ANSWER MY QUESTIONS?                                            

A: If you have additional questions about the Proposal, you should contact:     

Carol Atkinson, Director                                        
95 Collins Drive                                                
Marlboro, MA 01752                                              

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SUMMARY 

     THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND MAY NOT
CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. FOR A MORE COMPLETE    
UNDERSTANDING OF THE PROPOSAL AND FOR A MORE COMPLETE DESCRIPTION OF THE LEGAL  
TERMS OF THE PROPOSAL, YOU SHOULD CAREFULLY READ THIS ENTIRE DOCUMENT AND THE   
OTHER AVAILABLE INFORMATION REFERRED TO IN "WHERE YOU CAN FIND MORE INFORMATION"
ON PAGE 10.                                                                     

OVERVIEW                                                                        

   We are furnishing this Proxy Statement to allow the Cosmo stockholders to
consider and vote on approval and adoption of the Proposal to increase the      
authorized number of shares of our capital common stock from 4,000,000 to       
50,000,000 shares. The Proposal is further described on page 8 of this Proxy    
Statement.                                                                      

THE COMPANY                                                                     

Cosmo Communications Corporation                                                
106 Ferrier Street                                                              
Markham, Ontario                                                                
Canada L3R 2Z5                                                                  
Tel: 905-940-0560                                                               

   Cosmo Communications Corporation, a Florida corporation, imports, markets
and distributes in the United States, Canada and Latin America consumer         
electronic products. Cosmo has incurred net losses for the past three fiscal    
years. Cosmo faces intense competition in the consumer electronics industry. Due
to price competition in 1999, Cosmo scaled back US operations and focused on    
Canada, South America and Central America. The Master Light Acquisition will    
provide us with much needed capital through the injection of cash and the       
forgiveness of indebtedness in exchange for the acquisition of an aggregate of  
18,253,825 shares of our common stock, representing 84.9% of our issued and     
outstanding capital stock. Master Light, together with its parent and sister    
companies, is primarily engaged in manufacturing, marketing and distributing    
consumer electronics products worldwide. Its major products include MP3s,       
televisions, CD players, and other audio visual equipment, and are marketed     
through its own label and OEM channels. Our Board of Directors believes that the
synergy created by the affiliation of Cosmo with the Starlight Group will       
benefit Cosmo.                                                                  

THE SPECIAL MEETING (SEE PAGE 6)                                                

The Special Meeting will be held on June 19, 2001, at 2:00 p.m., local
time, at the offices of our Canadian subsidiary located at 106 Ferrier Street,  
Markham, Ontario, Canada. At the Special Meeting, you will be asked to consider 
and vote upon the Proposal.                                                     

RECORD DATE AND QUORUM REQUIREMENT (SEE PAGE 8)                                 

Our common stock is our only outstanding voting security. Our Board of
Directors has fixed the close of business on June 4, 2001 as the record date for
the determination of stockholders entitled to notice of, and to vote at, the    
Special Meeting and any adjournments or postponements of the Special Meeting. If
you held Cosmo common stock at the close of business on the record date, you are
entitled to one vote for each share you hold on each matter submitted to a vote 
of stockholders. At the close of business on the record date, there were        
2,743,625 shares of our common stock issued and outstanding held by 422 holders 
of record.                                                                      

VOTING PROCEDURES (SEE PAGE 8)                                                  

   Approval of the Proposal by our stockholders will require the affirmative
vote of the holders of a majority of the outstanding shares of our common stock.
You can vote your shares by attending the Special Meeting and voting in person  
or by mailing the enclosed proxy card.                                          

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RECOMMENDATIONS (SEE PAGE 9)                                                    

The Board of Directors has unanimously determined that the increase in
Cosmo's authorized number of shares of our capital common stock from 4,000,000  
to 50,000,000 shares is advisable and fair to you and in your best interest. THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL AND ADOPTION OF  
THE PROPOSAL.                                                                   

OPINION AS TO FAIRNESS                                                          

     Prior to the initial purchase of the Suarez Group's shares by Master Light,
Cosmo retained a financial advisor to render an opinion as to the fairness, from
a financial point of view, of the terms of the Master Light Acquisition. The    
advisor issued a report stating that the Proposal terms are fair to Cosmo's     
stockholders. The report is attached as Exhibit B to this Proxy Statement.      

HISTORICAL MARKET INFORMATION                                                   

There is no active market for our common stock. Our common stock is   
sporadically traded on a workout basis in the over-the-counter market. Since our
inception, we have never declared nor paid any cash dividends on our common     
stock. As of June 1, 2001, the closing price of our common stock was $0.05.     

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth certain information regarding ownership of
our common stock, as of May 29, 2001 by each person known to us to own          
beneficially more than 5% of our outstanding common stock, by each person who is
an officer or director of Cosmo and by all directors and officers of Cosmo as a 
group.                                                                          

    The information contained in the table was furnished by the persons listed
therein. The calculations of the percent of shares beneficially owned are based 
on 2,743,625 shares of common stock outstanding on May 29, 2001 plus with       
respect to each such person the number of additional shares that will be        
outstanding upon exercise of the warrants and options exercisable within sixty  
(60) days set forth herein.                                                     

                                                        [Enlarge/Download Table]

                                                     BENEFICIAL OWNERSHIP  CURRENT PERCENT
NAME AND ADDRESS                                       OF COMMON STOCK        OF CLASS    
----------------                                     --------------------  ---------------
                                                                                          
Jose Aldariz........................................        200,000              7.29%    
  c/o Cargil International Corp.                                                          
  6812 N.W. 77th Court                                                                    
  Miami, Fl 33166                                                                         
Philip Lau..........................................      1,347,420(1)          49.11%    
  5/F, Shing Dao Industrial Building Securities                                           
  232 Aberdeen Main Road, 5th Floor                                                       
  Hong Kong                                                                               
Amancio Victor Suarez...............................        235,090(2)           8.57%    
  2828 Carol Way                                                                          
  Miami, FL 33145                                                                         
All Directors and Executive Officers as a Group (3                                        
  persons)..........................................      1,347,420(1)          49.11%    

---------------                                                                 
(1) Includes 1,347,420 shares owned by Master Light Enterprises, Ltd., of which 
Mr. Lau is the ultimate sole stockholder.                               

(2) Includes 10,000 shares owned of record by Mr. Suarez and his wife, Hilda    
Suarez.                                                                 

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION 

    Cosmo cautions you that this Proxy Statement, the information incorporated
in this Proxy Statement by reference and other statements Cosmo makes from time 
to time, contain statements that may constitute "forward-looking statements."   
Those statements include statements regarding Cosmo's intent, belief or current 
expectations, as well as the assumptions on which those statements are based.   
Forward-looking statements are not guarantees of future performance and involve 
risks and uncertainties, and actual results may differ materially from those    
contemplated by forward-looking statements. Except as required by law, Cosmo    
undertakes no obligation to update or revise forward-looking statements to      
reflect changes in assumptions, the occurrence of unanticipated events or       
changes to future operating results over time. You are cautioned not to place   
too much reliance on such statements.                                           

    When used in this document, the words "anticipate," "believe," "estimate,"
"expect," "plan," "intend," "project," "predict," "may," and "should" and       
similar expressions, are intended to identify forward-looking statements. Such  
statements reflect the current view of Cosmo with respect to future events,     
including the completion of the Acquisition transaction, and are subject to     
numerous risks, uncertainties and assumptions. Many factors could cause the     
actual results, performance or achievements of Cosmo to be materially different 
from any future results, performance or achievements that may be expressed or   
implied by the forward-looking statements, including, among others:             

- the failure of stockholders to approve the Proposal;                

- general economic or market conditions;                              

- changes in business strategy;                                       

- the availability of financing on acceptable terms to fund future    
operations;                                                       

- competitive conditions in Cosmo's markets;                          

     - risks associated with the development, acquisition and operation of Cosmo
by Master Light; and,                                             

   - various other factors, both referenced and not referenced in this proxy
       statement including those discussed in Cosmo's periodic and other filings
with the SEC.                                                     

   Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from 
those described in this proxy statement as anticipated, believed, estimated,    
expected, planned or intended.                                                  

THE SPECIAL MEETING 

DATE, TIME AND PLACE OF THE SPECIAL MEETING                                     

  The Special Meeting will be held on Tuesday, June 19, 2001 at 2:00 p.m.,
local time at the offices of our Canadian subsidiary located at 106 Ferrier     
Street, Markham, Ontario, Canada.                                               

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING                                 

The purpose of the Special Meeting is for the stockholders of Cosmo to
consider and vote upon the Proposal to increase the authorized number of shares 
of our capital common stock from 4,000,000 to 50,000,000 shares.                

As more fully described below, the purpose of the Proposal is to make 
available additional shares of the common stock to consummate the Master Light  
Acquisition and for future corporate issuances if Cosmo determines to seek      
additional equity financing, to enter into stock-based acquisitions or ventures,
or to establish additional employee or director equity compensation plans or    
arrangements. Cosmo has no present plan to issue the additional shares of common
stock to be authorized pursuant to the Proposal, except for the additional      
18,253,825 shares to be issued to Master Light as described in this Proxy       
Statement.                                                                      

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As indicated below, the Board of Directors strongly believes that the 
Proposal is in the best interests of Cosmo and its stockholders. Under Florida  
law and Cosmo's Articles of Incorporation, the Proposal must be approved by both
the Board of Directors and the holders of a majority of Cosmo's outstanding     
common stock. Because of this requirement, abstentions and broker non-votes on  
such Proposal will have the same effect as a vote against the Proposal. The     
Board of Directors has unanimously approved the Proposal.                       

   Once the Proposal is adopted by the stockholders and the directors, Cosmo
will file a Articles of Amendment with the Florida Secretary of State amending  
Cosmo's Articles of Incorporation in accordance with the Proposal. The text of  
the proposed amendment is attached as Exhibit A to this Proxy Statement.        

     Our Board of Directors has determined that the Proposal is advisable and is
fair to, and in the best interests of, Cosmo and the stockholders of Cosmo and  
has unanimously approved and adopted the Proposal. THE BOARD OF DIRECTORS       
UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF COSMO VOTE FOR APPROVAL AND     
ADOPTION OF THE PROPOSAL.                                                       

BACKGROUND                                                                      

     Under Cosmo's Articles of Incorporation as presently in effect, it has only
4,000,000 shares of authorized common stock. As of the mailing date of this     
Proxy Statement, 2,743,625 shares of our common stock were issued and           
outstanding.                                                                    

     The purpose of this Proposal to increase the number of authorized shares is
(1) to have sufficient shares available for Master Light to consummate the      
acquisition described above, which includes the issuance of an additional       
18,253,825 shares of Cosmo's common stock at a purchase price of $949,317 and   
(2) to have a reserve of authorized but unissued shares available for issuance  
in the future in the event that Cosmo determines to enter into strategic joint  
ventures or collaborative business arrangements, to seek additional equity      
financing or to establish additional employee or director equity compensation   
plans or arrangements.                                                          

Cosmo may in the future enter into strategic joint ventures or other  
collaborative business arrangements with licensees, suppliers, distributors and 
other parties with whom we do business. Certain such transactions could involve 
an equity investment in Cosmo or the issuance of stock options, warrants or     
other securities convertible into or exercisable or exchangeable for shares of  
common stock. We may also in the future determine that it is necessary or       
desirable to seek additional equity financing through a public offering or      
private placement of common stock or other securities, including debt           
securities, convertible into or exercisable or exchangeable for shares of common
stock. The authorization of additional shares of common stock pursuant to this  
Proposal will permit Cosmo to seek such additional equity financing when and if 
market conditions are advantageous without the delay and uncertainty inherent in
obtaining future stockholder approval for the authorization of additional shares
of common stock in order to permit such financing. For example, the cost, prior 
notice requirement and delay involved in obtaining stockholder approval at the  
time that a transaction may become desirable could make it difficult or         
impossible to effect the transaction. The additional shares of common stock,    
together with other authorized and unissued shares, generally would be available
for issuance without any requirement for further stockholder approval, unless   
stockholder action is required by applicable law or by the rules of the stock   
exchange on which Cosmo's securities may then be listed. Cosmo has no present   
plans to issue new equity other than the additional 18,253,825 shares to be     
issued to Master Light as described in this Proxy Statement and an additional   
2,090,000 to be issued to certain stockholders of Cosmo, including the Suarez   
Group, in consideration for the conversion of outstanding indebtedness, all in  
connection with Master Light Acquisition. However, it is possible the Board of  
Directors may decide to do so in the future if additional capital can be        
obtained under favorable terms or if a favorable acquisition or business venture
opportunity should arise.                                                       

     If the Proposal were not adopted by our stockholders and directors, and the
acquisition by Master Light were not completed, there could be no assurance that
we could continue as a viable going concern.                                    

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PROXY SOLICITATION                                                              

The Board of Directors is soliciting your proxy pursuant to this Proxy
Statement. All expenses incurred in connection with solicitation of the enclosed
proxy will be paid by Cosmo. Officers and directors of Cosmo may solicit proxies
in person or by telephone. They will be compensated at their normal rates for   
their services. Cosmo has requested brokers and nominees who hold stock in Cosmo
in their names to furnish this Proxy Statement to their customers and Cosmo will
reimburse these brokers and nominees for their related out-of-pocket expenses.  
This Proxy Statement and the accompanying proxy card are being mailed to        
stockholders on or about June 7, 2001.                                          

RECORD DATE AND QUORUM REQUIREMENT                                              

  The Cosmo common stock is the only outstanding voting security of Cosmo.
The Board of Directors has fixed the close of business on June 4, 2001 as the   
record date for the determination of stockholders entitled to notice of, and to 
vote at, the Special Meeting and any adjournments or postponements of the       
Special Meeting. If you held Cosmo common stock at the close of business on the 
record date, you are entitled to one vote for each share you hold on each matter
submitted to a vote of stockholders. At the close of business on the record     
date, there were 2,743,625 shares of Cosmo common stock issued and outstanding  
held by 422 holders of record.                                                  

     The holders of a majority of the outstanding shares entitled to vote at the
Special Meeting must be present in person or represented by proxy to constitute 
a quorum for the transaction of business. Abstentions are counted as present for
purposes of determining the presence or absence of a quorum for the transaction 
of business.                                                                    

VOTING PROCEDURES                                                               

   Approval of the Proposal will require the affirmative vote of the holders
of a majority of the outstanding shares of Cosmo common stock entitled to vote  
at the Special Meeting. If you fail to vote, or vote to abstain, it will have   
the same legal effect as a vote cast against approval of the Proposal. Your     
broker and, in many cases, your nominee, will not have discretionary power to   
vote on the Proposal to be voted upon at the Special Meeting. Accordingly, you  
should instruct your broker or nominee how to vote. A broker non-vote will have 
the same effect as a vote against the Proposal.                                 

If there are insufficient votes to approve the Proposal at the Special
Meeting, your proxy may be voted to adjourn the Special Meeting in order to     
solicit additional proxies in favor of approval of the Proposal if you voted in 
favor of the Proposal or gave no voting instructions. If the Special Meeting is 
adjourned or postponed for any purpose, at any subsequent reconvening of the    
Special Meeting, your proxy will be voted in the same manner as it would have   
been voted at the original convening of the Special Meeting unless you withdraw 
or revoke your proxy. Your proxy may be voted this way even though it may have  
been voted on the same or any other matter at a previous Meeting.               

REVOCATION OF PROXIES                                                           

    You may revoke your proxy at any time before it is exercised by (i) filing
with the Secretary of Cosmo an instrument revoking it, (ii) submitting a        
properly executed proxy bearing a later date or (iii) voting in person at the   
Special Meeting. Subject to such revocation, all of your shares represented by a
properly executed proxy received by the Secretary of Cosmo will be voted in     
accordance with your instructions, and if no instructions are indicated, will be
voted to approve and adopt the Proposal and in such manner as the persons named 
on the enclosed proxy card in their discretion determine upon such other        
business as may properly come before the Special Meeting or any adjournment or  
postponement of the Special Meeting.                                            

 Your shares will be voted by proxy at the Special Meeting if your proxy
card is properly signed, dated and received by the Secretary of Cosmo prior to  
the Special Meeting.                                                            

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OTHER MATTERS TO BE CONSIDERED                                                  

Other than the Proposal, no other matters will be brought before the  
stockholders for a vote at the Special Meeting.                                 

THE BOARD'S RECOMMENDATION                                                      

  The Board of Directors of Cosmo reviewed and evaluated the Proposal, and
unanimously recommends that the stockholders of Cosmo approve the Proposal. In  
approving the Proposal, the Board has determined that the increase in the       
authorized number of shares of our capital common stock from 4,000,000 to       
50,000,000 shares is advisable, fair and in the best interests of Cosmo and its 
stockholders.                                                                   

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE  
PROPOSAL.                                                                       

INTENDED BUSINESS PLANS FOR COSMO FOLLOWING COMPLETION OF THE ACQUISITION       

 The acquisition of the controlling interest of Cosmo by Master Light is
intended as a strategic acquisition by Starlight International in order to grow 
its distribution and sales activities in the western hemisphere, as well as to  
maintain a public reporting presence in the United States, as well as in its    
home country of Hong Kong. During fiscal year 2001, it is the intention of      
Master Light to cause Cosmo to grow its business by updating the product mix it 
offers in the consumer electronics area in line with recent advancements in     
electronics technology. At the same time, Master Light intends to assist Cosmo  
to attempt to identify consumer electronics markets in a less price-competitive 
environment, which it believes will lead to Cosmo's future profitability. To    
that end, our management intends to begin to take the following steps:          

    - We expect to upgrade our core business from low-end consumer products to
  higher technology consumer products in line with increasing consumer
    demand for such products. Cosmo's future product mix will consist of a
      larger proportion of digital sound and video equipment, as well as a new
line of telephone accessories for the cellular phone and wireless 
telecommunications market.                                        

- We will focus our efforts to create a larger distribution and sales 
  presence in Canada, as well as in additional markets which Starlight
     International feels will be less price-competitive than the traditional
       market in the United States. These less price-sensitive potential markets
include the United Kingdom, countries in the Caribbean and certain
countries in Latin America.                                       

- We will continue to strengthen its distribution relationship with   
       Wal-Mart International, and will seek to expand the existing relationship
       developed by Cosmo with Wal-Mart Canada, through similar relationships in
the potential markets identified above. Additionally, through the 
 introduction of new product designs, improved consumer service, and
     additional product selection, Starlight International intends to assist
     Cosmo to seek out and develop relationships with additional significant
retailers as potential distribution partners for Cosmo.           

- We will seek to form alliances with experienced and established     
manufacturers in Asia as its major suppliers of products to ensure
       delivery, quality control and competitive pricing in the markets in which
it undertakes business.                                           

As part of the developing business plan for Cosmo, Master Light also  
intends to assist Cosmo with our brand development activities. Currently, we    
have been developing the brand names "Cosmo" and "Audiologic," and also hold a  
sub-distribution agreement to market products in Canada under the name          
"Memorex." Master Light also intends to assist us with the development of our   
existing product programs, including the supply of a new line of landline       
telephone accessories to a mobile phone company in Canada, and a new line of    
audio equipment using MP3 technology to play music downloaded over the Internet.
It is believed by our management that the business synergies of Master Light    
(and its parent, Starlight International), and their respective contacts and    
relationships in Asia and elsewhere, will be of great benefit to us in meeting  
our planned objectives for fiscal year 2001.                                    

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CERTAIN EFFECTS OF ADOPTION OF THE PROPOSAL                                     

 Adoption of the Proposal will permit Cosmo to complete the Master Light
Acquisition of an additional 18,253,835 shares of common stock for $949,317 in  
new cash and assumption of debt. As a result of such acquisition, Master Light  
will own an 84.9% interest in Cosmo, and will have virtually total control over 
any action of any kind which may be presented to the stockholders and/or the    
directors of Cosmo.                                                             

OTHER MATTERS 

    As of the date of this Proxy Statement, we know of no other business to be
presented at the Special Meeting. If other matters do properly come before the  
meeting, or any adjournments or postponements thereof, it is the intention of   
the persons named in the proxy to vote on such matters in their sole discretion.

WHERE YOU CAN FIND MORE INFORMATION 

 Cosmo files annual, quarterly and current reports with the SEC. You may
read and copy any reports, statements or other information that Cosmo files at  
the SEC's public reference rooms in Washington, D.C., New York, New York and    
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Cosmo public filings are also available to the   
public from commercial document retrieval services and at the Internet World    
Wide Web site maintained by the SEC at http://www.sec.gov.                      

Statements contained in this Proxy Statement as to the contents of any
contract or other document referred to herein or therein are not necessarily    
complete and in each instance reference is made to such contract or other       
document filed as an exhibit to such other document, and each such statement    
shall be deemed qualified in its entirety by such reference. If you would like  
to request documents from Cosmo, please do so at least five business days before
the date of the Special Meeting in order to receive timely delivery of such     
documents prior to the Special Meeting.                                         

    You should rely only on the information contained in this document to vote
your shares at the Special Meeting. Cosmo has not authorized anyone to provide  
you with information that is different from what is contained in this document. 
This document is dated June 7, 2001. You should not assume that the information 
contained in this document is accurate as of any date other than that date, and 
the mailing of this document to stockholders does not create any implication to 
the contrary. This Proxy Statement does not constitute a solicitation of a proxy
in any jurisdiction where, or to or from any person to whom, it is unlawful to  
make such proxy solicitation in such jurisdiction.                              

DATED: June 7, 2001                                                             

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                                                                       EXHIBIT A

ARTICLES OF AMENDMENT 
OF
ARTICLES OF INCORPORATION 
OF
COSMO COMMUNICATIONS CORPORATION

Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, COSMO COMMUNICATIONS CORPORATION, a corporation organized and  
existing under and by virtue of the laws of the State of Florida, hereby        
certifies:                                                                      

FIRST: The name of the corporation is Cosmo Communications  
Corporation, hereinafter referred to as the "Corporation."            

       SECOND: The Articles of Incorporation was filed by the Secretary of
State of the State of Florida on March 17, 1983.                      

      THIRD: Paragraph 1 of Article III of the Corporation's Articles of
 Incorporation is hereby deleted in its entirety and substituted in lieu
thereof is the following new Paragraph 1 of Article III:              

            "The total number of shares of common stock which this corporation
        shall be authorized to issue is 50,000,000 shares of common stock with a
par value of $0.05 per share."                                  

          FOURTH: This Articles of Amendment of the Articles of Incorporation of
the Corporation was authorized by the Board of Directors by unanimous 
     written consent as of June 4, 2001 and adopted by a majority of the holders
of all of the outstanding shares entitled to vote thereon at a Special
Meeting of Shareholders of the Corporation held on June 19, 2001. The 
number of votes cast at the Special Meeting for the amendment by the  
shareholders was sufficient for approval.                             

     IN WITNESS WHEREOF, the undersigned has executed this Articles of Amendment
of the Articles of Incorporation on behalf of the Corporation, affirming that   
the statements herein contained are true and correct under the penalties of     
perjury this   day of June, 2001.                                               

                                    COSMO COMMUNICATIONS CORPORATION

       By:
                                            ------------------------------------
         Name:
          Title:

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                                                                       EXHIBIT B

FAIRNESS OPINION

PACIFIC CONTINENTAL SECURITIES CORPORATION

INVESTMENT BANKING

MEMBER NASD - SIPC - MSRB                                       ESTABLISHED 1960
--------------------------------------------------------------------------------

                                                         CONFIDENTIAL RESTRICTED

May 31, 2000                                                                    

Board of Directors                                                              
Cosmo Communications Corporation                                                
16501 N.W. 16(th) Court                                                         
Miami, Florida 33169                                                            

Members of the Board:                                                           

 We understand that Cosmo Communications Corporation (the "Company") has
entered into an agreement with Starlight International Holdings Limited and/or  
its subsidiaries and/or its affiliates (collectively referred to as "Starlight")
where Starlight would invest One Million United States Dollars (US$1,000,000)   
for 26,585,008 Cosmo Voting Capital Stock ("the Agreement").                    

You have asked us whether, in our opinion, the exercise price for     
Starlight's investment is fair from a financial point of view and as of the date
hereof to the "Holders of Company Common Stock". The "Holders of Company Common 
Stock" shall be defined as all holders of Company Common Stock other than       
Starlight or any affiliates of Starlight (Holders of Company Common Stock will  
not be considered to be affiliates of Starlight simply by virtue of entering    
into the Stockholders' Agreement).                                              

For purposes of this opinion we have, among other things:             

                                                                [Download Table]
                                                                   
  (i)  reviewed certain publicly available financial statements and
       other business and financial information of the Company and 
       Starlight, respectively;                                    
 (ii)  held discussions with the respective managements of the     
       Company and Starlight concerning the businesses, past and   
       current operations and financial condition of both the      
       Company and Starlight and also the future prospects of the  
       Company upon receipt of the Starlight investment, including 
       discussions with the managements of the Company and         
       Starlight concerning their views regarding the strategic    
       rationale for the investment;                               
(iii)  reviewed the financial terms and conditions set forth in the
       Agreement and Debt Conversion of certain outstanding debts  
       owed by the Company to Common Stock by current principal    
       shareholders;                                               
 (iv)  reviewed the stock price and trading history of Company     
       Common Stock;                                               
  (v)  prepared an analysis of the financial impact of the intended
       investment by Starlight to the Company;                     
 (vi)  participated in discussions and negotiations among          
       representatives of the Company and Starlight and their      
       financial and legal advisors; and                           
(vii)  made such other studies and inquiries, and reviewed such    
       other data, as we deemed relevant and we relied on accuracy 
       and genuineness of documents presented to us by the         
       managements of Cosmo and Starlight.                         

--------------------------------------------------------------------------------

2 Rector Street, 13(th) Floor, New York, New York 10006                         
                                         Tel: (212) 333-4545 Fax: (212) 233-1655

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     In our review and analysis, and in arriving at our opinion, we have assumed
and relied upon the accuracy and completeness of all of the financial and other 
information provided to us (including information furnished to us orally or     
otherwise discussed with us by the managements of the Company and Starlight) or 
publicly available and have neither attempted to verify, or assumed             
responsibility for verifying, any of such information. We have relied upon the  
assurances of the Company's management that it is not aware of any facts that   
would make such information inaccurate or misleading. Furthermore, we did not   
obtain or make, or assume any responsibility for obtaining or making, any       
independent evaluation or appraisal of the properties, assets or liabilities    
(contingent or otherwise) of the Company or Starlight, nor were we furnished    
with any such evaluation or appraisal. In addition, we have assumed that the    
historical financial statements of the Company reviewed by us have been prepared
and fairly presented in accordance with U.S. GAAP consistently applied.         

This opinion is necessarily based upon market, economic and other     
conditions as in effect on, and information made available to us as of, the date
hereof. It should be understood that subsequent developments may affect the     
conclusion expressed in this opinion and that we disclaim any undertaking or    
obligation to advise any person of any change in any matter affecting this      
opinion which may come or be brought to our attention after the date of this    
opinion. Our opinion is limited to the fairness, from a financial point of view 
and as to the date hereof to the Holders of Company Common Stock of the intended
investment by Starlight. We do not express any opinion as to (i) the value of   
any employee agreement or other arrangement entered into in connection with the 
intended Starlight investment, (ii) any tax or other consequences that might    
result from the intended Starlight investment or (iii) what the value of the    
Company Common Stock will be when and if Starlight exercises its conversion     
rights or the price at which the shares may be traded in the future. Our opinion
does not address the relative merits of the intended Starlight investment and   
the other business strategies that the Company's Board of Directors has         
considered or may be considering, nor does it address the decision of the       
Company's Board of Directors to proceed with the intended Starlight investment. 

    We have been paid a fee for the delivery of this opinion. In addition, the
Company has agreed to indemnify us for certain liabilities that may arise out of
our engagement. We have provided certain investment banking services independent
of the instant transaction to Starlight for which we have been paid fees. We    
have not and will not express any opinion to Starlight or any officers, director
of shareholder thereof.                                                         

   Our opinion expressed herein is provided for the information of the Board
of Directors of the Company in connection with its evaluation of the intended   
Starlight investment. Our opinion is not intended to be and does not constitute 
a recommendation to any stockholder of the Company as to how such stockholder   
should vote, or take any other action, with respect to the intended Starlight   
investment. Except as may have otherwise been agreed by us in writing, this     
opinion may not be summarized, described or referred to or furnished to any     
party except with our express prior written consent.                            

   Based upon and subject to the foregoing considerations, it is our opinion
that, as of the date hereof, the intended Starlight investment is fair to the   
Holders of Company Stock from a financial point of view.                        

               Very truly yours,

                                /s/ PACIFIC CONTINENTAL SECURITIES
         CORPORATION
                                       -----------------------------------------

                            Pacific Continental Securities
         Corporation

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 PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
--------------------------------------------------------------------------------

PROXY CARD
PLEASE DATE, SIGN AND MAIL YOUR 
PROXY CARD BACK SOON AS POSSIBLE! 

SPECIAL MEETING OF STOCKHOLDERS 
COSMO COMMUNICATIONS CORPORATION
JUNE 19, 2001 

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

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PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED 
--------------------------------------------------------------------------------
[x] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE                               

                  1.       Approval of the proposed amendment to the Articles of
                        Incorporation to increase the authorized number of
                common stock from 4,000,000 to 50,000,000.

                          FOR            AGAINST             ABSTAIN

                         [ ]              [ ]                  [ ]

               2.       In their discretion, the proxies are authorized to
                        vote upon such other business as may properly come
                   before the meeting. This proxy, when properly
                           executed, will be voted in the manner directed herein
                         by the undersigned stockholder. If no discretion is
                       given, this proxy will be voted FOR the Proposal.

                          RECEIPT OF NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                      AND PROXY STATEMENT DATED JUNE 7, 2001 IS HEREBY
ACKNOWLEDGED.             

                      PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY TO
                       AMERICAN STOCK TRANSFER & TRUST COMPANY USING THE
                         ENCLOSED PRE-PAID ENVELOPE. Facsimile copies of the
                         proxy properly completed and duly executed, will be
                 accepted at (718) 234-2287. If you have any
                      questions, please call American Stock Transfer &
      Trust Company at (718) 921-8200.

Signature(s)                    Dated:                                          
           ------------------          ---------------------------------------

NOTE: Please sign exactly as name appears hereon. When shares are               
held by joint tenants, both should sign. When signing as            
attorney, executor, administrator, trustee or guardian, please      
give full title as such. If a corporation, please sign in full      
corporate name by President or other authorized officer. If a       
partnership, please sign in partnership name by authorized          
person.                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

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