****UNITED STATES       SECURITIES AND EXCHANGE COMMISSION       Washington, D.C. 20549**Form 10-KSB**
| [X] | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934         For the fiscal year ended December 31, 2001                             |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934         For the transition period from ________________ to ________________ |

****Commission file number 000-33327****
| **CONSOLIDATED PICTURES CORP.**                                                 |
|---------------------------------------------------------------------------------|
| A Delaware Corporation                                                          | I.R.S. Employer Identification No.             13-4151225 |
| 54 Hamilton Terrace, New York, NY 10031             Telephone No.: 646/554-4768 |
| Securities registered under Section 12(b) of the Exchange Act:                  |
| Title of each class:*None*                                                      | Name of each exchange on which registered:*Not applicable* |
|                                                                            |
| Securities registered under Section 12(g) of the Exchange Act:                  |
| *Common Stock, Class A and Class B Warrants*                                    |

| Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No         Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]         Issuer did not have any revenue for the fiscal year ended December 31, 2001.         The issuer's stock is not trading; therefore there is no aggregate market value of the common stock.         The number of shares outstanding of the issuer's common equity, as of March 27, 2002 was 4,550,000. |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| **CONSOLIDATED PICTURES CORP.         FORM 10-KSB         TABLE OF CONTENTS** |
|-------------------------------------------------------------------------------|
| **PART I**                                                                    |
| Item 1                                                                        |   | Description of Business |
| Item 2                                                                        |   | Description of Property |
| Item 3                                                                        |   | Legal Proceedings |
| Item 4                                                                        |   | Submission of Matters to a Vote of Security Holders |
|                                                                          |   |   |
| **PART II**                                                                   |
| Item 5                                                                        |   | Market for Common Equity and Related Stockholder Matters |
| Item 6                                                                        |   | Management's Discussion and Analysis and Plan of Operation |
| Item 7                                                                        |   | Financial Statements |
| Item 8                                                                        |   | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure |
|                                                                          |   |   |
| **PART III**                                                                  |
| Item 9                                                                        |   | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act |
| Item 10                                                                       |   | Executive Compensation |
| Item 11                                                                       |   | Security Ownership of Certain Beneficial Owners and Management |
| Item 12                                                                       |   | Certain Relationships and Related Transactions |
| Item 13                                                                       |   | Exhibits and Reports on Form 8-K |
|                                                                          |   |   |
| **SIGNATURES**                                                                |
|                                                                          |
| **INDEX TO FINANCIAL STATEMENTS**                                             |

****PART I****
****PART II****
****PART III****
| **Name**   | **Age** | **Position**           |
|------------|---------|------------------------|
| Avery Pack | 24      | President and director |

| **Name of beneficial owner**          | **Shares beneficially         owned** | **Percentage** |
|---------------------------------------|---------------------------------------|----------------|
| Avery Pack                            | 4,500,000                             | 98.9%          |
| Officers and directors (1) as a group | 4,500,000                             | 98.9%          |

****SIGNATURES****
|        |        | Consolidated Pictures Corp.                              |
|--------|--------|----------------------------------------------------------|
|        |        |                                                          |
|        |        | (Registrant)                                             |
|        |        |                                                     |
| By:    |   | /s/ Avery Pack                                           |
|        |        |                                                          |
|        |        | Avery Pack         President and Chief Executive Officer |
|   |   |                                                     |
| Date:  |   | 3/27/02                                                  |

| By:    |   | /s/ Avery Pack                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|        |        |                                                                                                                                         |
|        |        | Avery Pack         Principal Executive Officer, Director,         Principal Accounting Officer, and         Principal Financial Officer |
|   |   |                                                                                                                                    |
| Date:  |   | 3/27/02                                                                                                                                 |

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****INDEX TO FINANCIAL STATEMENTS****Consolidated Pictures Corp.**       (a development stage company)**
| Independent Auditor's Report                                                                                                                               | F2 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|----|
| Financial Statements:               Balance Sheet               December 31, 2001              | F3 |
| Statement of Operations               Period from January 16, 2001 (inception) through December 31, 2001                     | F4 |
| Statement of Cash Flows               Period from January 16, 2001 (inception) through December 31, 2001                     | F5 |
| Statement of Stockholders' Equity (Deficit)               Period from January 16, 2001 (inception) through December 31, 2001 | F6 |
| Notes to Financial Statements                                                                                                                              | F7 |

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**      Michael F. Cronin       Certified Public Accountant       687 Lee Road, #210A       Rochester, New York 14606    **
| /s/ Michael F. Cronin                                 |
|-------------------------------------------------------|
|                                                       |
| Michael F. Cronin         Certified Public Accountant |

**      F1    **

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| **Consolidated Pictures Corp.**         (a development stage company)         Balance Sheet         December 31, 2001 |
|-----------------------------------------------------------------------------------------------------------------------|
|                                                                                                                  |   |   |   |   | **December 31, 2001** |
| **ASSETS**                                                                                                            |
| Current Assets:                                                                                                       |   |   |   |   |   |   |   |   |
|                                                                                                                  |   | Cash and Cash Equivalents |   | $ | 2,569 |   |   |   |   |   |
|                                                                                                                  |   | Deferred Offering Costs (note 1) |   |   | 2,260 |   |   |   |   |   |
|                                                                                                                  |   |   |   |   |  |   |   |   |   |   |
|                                                                                                                  | Total Current Assets |   |   |   |   |   | $ | 4,829 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |  |   |
| Total Assets                                                                                                          |   |   |   |   |   |   | 4,829 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |  |   |
| **LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)**                                                                  |
|                                                                                                                  |   |   |   |   |   |   |   |   |   |   |   |
| Current Liabilities:                                                                                                  |   |   |   |   |   |   |   |   |
|                                                                                                                  |   | Accounts Payable |   |   | 788 |   |   |   |   |   |
|                                                                                                                  |   | Loans Payable |   |   | 2,500 |   |   |   |   |   |
|                                                                                                                  |   |   |   |  |   |   |   |   |   |
|                                                                                                                  | Total Current Liabilities: |   |   |   |   |   |   | 3,288 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |   |   |   |
| Advances from Stockholder: (note 2)                                                                                   |   |   |   |   |   |   | 3,566 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |  |   |
| Total Liabilities:                                                                                                    |   |   |   |   |   |   | 6,854 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |   |   |   |
| Stockholder's Equity:                                                                                                 |   |   |   |   |   |   |   |   |
|                                                                                                                  |   | Preferred Stock par value $0.0001 |   |   |   |   |   |   |   |   |
|                                                                                                                  |   |   | Authorized 5,000,000, none issued and outstanding |   |   | 0 |   |   |   |   |   |
|                                                                                                                  |   | Common Stock, par value $0.0001 |   |   |   |   |   |   |   |   |
|                                                                                                                  |   |   | Authorized 50,000,000, issued and outstanding 4,550,000 |   |   | 455 |   |   |   |   |   |
|                                                                                                                  |   | Additional Paid-in Capital |   |   | 1,545 |   |   |   |   |   |
|                                                                                                                  |   | Deficit Accumulated During Development Stage |   |   | (4,025 | ) |   |   |   |   |
|                                                                                                                  |   |   |   |   |  |   |   |   |   |   |
| Total Stockholders' Equity (Deficit)                                                                                  |   |   |   |   |   |   | (2,025 | ) |
|                                                                                                                  |   |   |   |   |   |   |   |   |  |   |
| Total Liabilities & Stockholders' Equity (Deficit)                                                                |   |   |   |   |   | $ | 4,829 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |  |   |
| See Notes to Financial Statements                                                                                     |

**      F2    **

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| **Consolidated Pictures Corp.**         (a development stage company)         Statement of Operations         For the period January 16, 2001 (inception) to December 31, 2001 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                           |   |   |   |   | **For the period         January 16, 2001         (inception) to         December 31, 2001** |
|                                                                                                                                                                           |   |   |   |   |   |   |   |   |
| Net Sales                                                                                                                                                                      |   |   |   |   |   | $ | 0 |   |
| Costs Applicable to Sales & Revenue                                                                                                                                        |   |   |   |   |   |   | 0 |   |
|                                                                                                                                                                           |   |   |   |   |   |  |   |
| Gross Profit                                                                                                                                                                   |   |   |   |   |   |   | 0 |   |
|                                                                                                                                                                           |   |   |   |   |   |   |   |   |
| Selling, General & Administrative Expenses                                                                                                                                 |   |   |   |   |   |   |   |   |
|                                                                                                                                                                           | Travel |   | $ | 905 |   |   |   |   |   |
|                                                                                                                                                                           | Promotion |   |   | 724 |   |   |   |   |   |
|                                                                                                                                                                           | Stationery and Supplies |   |   | 780 |   |   |   |   |   |
|                                                                                                                                                                           | Organization Expense |   |   | 394 |   |   |   |   |   |
|                                                                                                                                                                           | Miscellaneous |   |   | 1,222 |   |   |   |   |   |
| Total Selling, General & Administrative Expenses                                                                                                                           |   |  |   |   |   | 4,025 |   |
|                                                                                                                                                                           |   |   |   |   |   |  |   |
| Loss Before Income Taxes                                                                                                                                                       |   |   |   |   |   |   | (4,025 | ) |
| Income Taxes                                                                                                                                                                   |   |   |   |   |   |   | 0 |   |
|                                                                                                                                                                           |   |   |   |   |   |  |   |
| Net Loss                                                                                                                                                                       |   |   |   |   |   | $ | (4,025 | ) |
|                                                                                                                                                                           |   |   |   |   |   |  |   |
| Basic Net Loss Per Share                                                                                                                                                       |   |   |   |   |   | $ | NIL |   |
|                                                                                                                                                                           |   |   |   |   |   |  |   |
| Weighted Average Common Shares Outstanding                                                                                                                                     |   |   |   |   |   | 4,517,000 |   |
|                                                                                                                                                                           |   |   |   |   |   |  |   |
| See Notes to Financial Statements                                                                                                                                              |

**      F3    **

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| **Consolidated Pictures Corp.**         (a development stage company)         Statement of Cash Flows         For the period January 16, 2001 (inception) to December 31, 2001 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                           |   |   |   |   | **For the period         January 16, 2001         (inception) to         December 31, 2001** |
| Operating Activities                                                                                                                                                           |   |   |   |   |   |   |   |   |
|                                                                                                                                                                           | Net Loss |   | $ | (4,025 | ) |   |   |   |   |
|                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |
| Adjustments to Reconcile Net Loss to Cash                                                                                                                                      |   |   |   |   |   |   |   |   |
|                                                                                                                                                                           | Change in Operating Assets and Liabilities: |   |   |   |   |   |   |   |   |
|                                                                                                                                                                           |   | Accounts Payable |   |   | 788 |   |   |   |   |   |
|                                                                                                                                                                           |   | Deferred Offering Costs |   |   |   | (2,260 | ) |   |   |   |   |
|                                                                                                                                                                           |   |   |  |   |   |   |   |   |
|                                                                                                                                                                           |   |   |   |   |   |   | $ | (5,497 | ) |   |
| Financing Activities                                                                                                                                                           |   |   |   |   |   |   |   |
|                                                                                                                                                                           | Proceeds from the Issuance of Common Stock |   |   |   | 2,000 |   |   |   |   |   |
|                                                                                                                                                                           | Advance from Stockholder |   |   |   | 3,566 |   |   |   |   |   |
|                                                                                                                                                                           | Proceeds of Loans Payable |   |   |   | 2,500 |   |   |   |   |   |
|                                                                                                                                                                           |   |   |   |   |  |   |   |   |   |   |
| Cash Generated from Financing Activities                                                                                                                                       |   |   |   |   |   | 8,066 |   |   |
|                                                                                                                                                                           |   |   |   |   |   |   |   |  |   |   |
| Change in Cash                                                                                                                                                                 |   |   |   |   |   | 2,569 |   |   |
| Cash - Beginning                                                                                                                                                               |   |   |   |   |   | 0 |   |   |
|                                                                                                                                                                           |   |   |   |   |   |   |   |  |   |   |
| Cash - End                                                                                                                                                                     |   |   |   |   | $ | 2,569 |   |   |
|                                                                                                                                                                           |   |   |   |   |   |   |   |  |   |   |
| See Notes to Financial Statements                                                                                                                                              |

**      F4    **

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| **Consolidated Pictures Corp.**         (a development stage company)         Statement of Changes in Stockholders' Equity (Deficit)         For the period January 16, 2001 (inception) to December 31, 2001 |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                          |   | **Common Stock** |   | **Additional             Paid-in Capital** |    | **Accumulated             Deficit** |   | **Total** |
|                                                                                                                                                                                                          |   | **Shares** |   | **Amount** |   |   |   |
|                                                                                                                                                                                                          |   |  |   |  |   |  |   |  |   |  |
| Issued to founder,         January 16, 2001                                                                                                                                                                   |   | 4,500,000 |   | $ | 450 |   |   | $ | 550 |   |   |   |   |   |   | $ | 1,000 |   |
|                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issued for services                                                                                                                                                                                           |   | 50,000 |   |   | 5 |   |   |   | 995 |   |   |   |   |   |   |   | 1,000 |   |
|                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net Loss                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |  |   |   | $ | (4,025 | ) |   |   | (4,025 | ) |
|                                                                                                                                                                                                          |   |  |   |   |  |   |   |   |  |   |   |   |  |   |   |   |  |   |
| Balance         December 31, 2001                                                                                                                                                                             |   | 4,550,000 |   | $ | 455 |   |   | $ | 1,545 |   |   | $ | (4,025 | ) |   | $ | (2,025 | ) |
|                                                                                                                                                                                                          |   |  |   |   |  |   |   |   |  |   |   |   |  |   |   |   |  |   |
| See Notes to Financial Statements                                                                                                                                                                             |

**      F5    **

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****CONSOLIDATED PICTURES CORP.**       (a development stage company)       Summary of Significant Accounting Policies       December 31, 2001    **
>       Consolidated Pictures Corp., (the "Company") was formed on January 16, 2001 as a Delaware corporation. The Company has been organized with the intent to operate in the entertainment industry, specifically, in connection with the development, production, marketing and distribution of low-budget digital films. The Company's activities to date have consisted primarily of organizational and equity fund-raising activities.    

>       The Company has chosen December 31 as the end of its fiscal year.    

>       The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.    

>       For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.    

>       Revenue is recognized when earned rather than when received. Sales are recognized when a product is delivered or shipped to the customer and all material conditions relating to the sale have been substantially performed. Expenses are charged to operations as incurred.    

>       Stock-Based compensation is accounted for by using the intrinsic value based method in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). The Company has adopted Statements of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") which allows companies to either continue to account for stock-based compensation to employees under APB 25, or adopt a fair value based method of accounting.    

**      F6    **

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****CONSOLIDATED PICTURES CORP.**       (a development stage company)       Summary of Significant Accounting Policies (Continued)       December 31, 2001    **
>       The Company has adopted the provisions of Statement of Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS 128"). SFAS 128 replaces the previous "primary" and "fully-diluted" earnings per share with "basic" and "diluted" earnings per share. Unlike "primary" earnings per share that included the dilutive effects of options, warrants and convertible securities, "basic" earnings per share reflects the actual weighted average of shares issued and outstanding during the period. "Diluted" earnings per share are computed similarly to "fully diluted" earnings per share. In a loss year, the calculation for "basic" and "diluted" earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.    

>       The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109") which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.       The Company has $4,025 in net operating loss carryovers available to reduce future income taxes. These carryovers may be utilized through the year 2021. Generally Accepted Accounting Principles require the recognition of deferred tax assets resulting from the future reduction in taxes as this net operating loss is applied against future taxable income. Management has elected not to recognize this asset due to its estimate of the uncertainty of the realization of its future financial benefit.    

>       In April 1998, the American Institute of Certified Public Accountants issued Statement of Position No. 98-5, "Reporting for Costs of Start-Up Activities" ("SOP 98-5"). Pursuant to this statement, the Company is required to expense all start-up costs related to new operations. Accordingly, the Company has expensed organization costs of $375.    

**      F7    **

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****CONSOLIDATED PICTURES CORP.**       (a development stage company)       Summary of Significant Accounting Policies (Continued)       December 31, 2001    **
>       In June, 2001, the Financial Accounting Standards Board issued Statement of Financial Standards No. 141, "Business Combinations" (SFAS 141), and No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). SFAS 141 is effective for business combinations completed after June 30, 2001, and SFAS 142 is effective for fiscal years beginning after December 15, 2001 (with early adoption permitted under certain circumstances).       SFAS 141 proscribes the exclusive use of the purchase method of accounting for all business combinations subsequent to the effective date. SFAS 142 mandates that acquired goodwill and intangible assets deemed to have indefinite lives will no longer be amortized. Rather, goodwill and these intangibles will be subject to regular impairment tests in accordance with SFAS 142. All other intangible assets will continue to be amortized over their estimated useful lives.       Although SFAS 141 and SFAS 142 are not applicable to the Company's present operations, it has adopted the use of the standards if circumstances are applicable in the future.       In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (SFAS 143). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS 143 is effective for the fiscal years beginning after June 15, 2002.       SFAS 143 is expected to improve financial reporting because all asset retirement obligations that fall within the scope of this Statement and their related asset retirement cost will be accounted for consistently and financial statements of different entities will be more comparable.       As provided for in SFAS 143, the Company will elect early adoption of this statement in its fiscal year beginning January 1, 2002.       In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business." SFAS 144 is effective for fiscal years beginning after December 15, 2001 (with early adoption permitted under certain circumstances).       SFAS 144 is expected to improve financial reporting by requiring that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and by broadening the presentation of discontinued operations to include more disposal transactions.       As provided for in SFAS 144, the Company will adopt this statement in its fiscal year beginning January 1, 2002.    

**      F8    **

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****CONSOLIDATED PICTURES CORP.**       (a development stage company)       Notes to Financial Statements       December 31, 2001    **
>       Deferred offering costs consists of filing fees, legal fees, and printing expenses incurred through December 31, 2001 that are directly related to a public offering described more fully in Note 4. If funds are raised from the public offering, these costs will be offset against stockholders' equity. If no funds are raised, these costs will be expensed in full.    

>       Commencing in April 2001 and continuing through December 31, 2001, the Company's controlling stockholder advanced $3,566 to the Company. The advances are non-interest bearing, unsecured and due on January 31, 2003.    

>       In September 2001, the Company issued 50,000 shares of restricted common stock for legal services in connection with the Company's public offering of securities. The shares were valued at $1,000.    

>       The Company's registration statement filed with the Securities and Exchange Commission became effective in September 2001. The public offering, in the amount of $250,000, consists of 500,000 units at $0.50 per unit, each comprised of 1 share of common stock and 1 Class A and 1 Class B warrant.    

>       On January 31, 2001, the Company adopted the 2001 Consolidated Pictures Corp. Stock Option Plan ("Plan"). The Plan provides for the issuance of up to 500,000 shares for options over a ten-year period. Under provisions of the Plan, the purchase price for a share of stock subject to the options shall not be less than 100% of the fair market value of the stock at the date of grant. As of December 31, 2001, no options had been granted.    

**      F9    **

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