SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  Form 10-QSB/A

--------------------------------------------------------------------------------
(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended March 31, 2004

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

--------------------------------------------------------------------------------
                         Commission File Number: 0-14247


                        Century Park Pictures Corporation
        (Exact name of small business issuer as specified in its charter)

      Minnesota                                                41-1458152
(State of incorporation)                                (IRS Employer ID Number)

                     4701 IDS Center, Minneapolis, MN 55402
                    (Address of principal executive offices)

                                 (612) 333-5100
                           (Issuer's telephone number)

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES [X]  NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 3, 2004: 74,456,441

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

               Form 10-QSB/A for the Quarter ended March 31, 2004

                                Table of Contents


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

  Item 1 Financial Statements                                                 3

  Item 2 Management's Discussion and Analysis or Plan of Operation           12

  Item 3 Controls and Procedures                                             14


PART II - OTHER INFORMATION

  Item 1 Legal Proceedings                                                   14

  Item 2 Changes in Securities                                               14

  Item 3 Defaults Upon Senior Securities                                     14

  Item 4 Submission of Matters to a Vote of Security Holders                 14

  Item 5 Other Information                                                   14

  Item 6 Exhibits and Reports on Form 8-K                                    14

SIGNATURES                                                                   15

                                       2
<PAGE>
                                     PART I
ITEM 1 - FINANCIAL STATEMENTS


                        CENTURY PARK PICTURES CORPORATION
                                 BALANCE SHEETS
                             March 31, 2004 and 2003

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                    (Restated)
                                                                     March 31,             March 31,
                                                                       2004                  2003
                                                                    -----------           -----------
<S>                                                                 <C>                   <C>
                                     ASSETS
CURRENT ASSETS
   Cash on hand and in bank                                         $        --           $        --
                                                                    -----------           -----------
     TOTAL CURRENT ASSETS                                                    --                    --
                                                                    -----------           -----------
PROPERTY AND EQUIPMENT - AT COST
   Furniture and fixtures                                                94,077                94,077
   Less accumulated depreciation                                        (94,077)              (94,077)
                                                                    -----------           -----------
     NET PROPERTY AND EQUIPMENT                                              --                    --
                                                                    -----------           -----------
OTHER ASSETS
   Rent deposits                                                            926                   926
                                                                    -----------           -----------

TOTAL ASSETS                                                        $       926           $       926
                                                                    ===========           ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Notes payable                                                    $        --           $   400,000
   Accounts payable - trade                                                  --                    --
   Accrued interest payable                                                  --               311,549
   Other accrued expenses                                                 9,027                 9,027
   Advances from shareholder                                             32,414                19,143
   Accrued compensation                                                 354,500               354,500
                                                                    -----------           -----------
     TOTAL CURRENT LIABILITIES                                          395,941             1,094,219
                                                                    -----------           -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
   Common stock - $0.001 par value
    200,000,000 shares authorized. 72,456,441 and
    9,886,641 shares issued and outstanding, respectively                72,456                 9,887
   Additional paid-in capital                                         6,804,569             6,217,524
   Accumulated deficit                                               (7,272,040)           (7,320,704)
                                                                    -----------           -----------

     TOTAL SHAREHOLDERS' EQUITY                                        (395,015)           (1,093,293)
                                                                    -----------           -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $       926           $       926
                                                                    ===========           ===========
</TABLE>
   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                        CENTURY PARK PICTURES CORPORATION
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
               Six and Three months ended March 31, 2004 and 2003

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                 (Restated)                        (Restated)
                                                 Six months       Six months      Three months    Three months
                                                   ended            ended            ended           ended
                                                  March 31,        March 31,        March 31,       March 31,
                                                    2004             2003             2004            2003
                                                 -----------      -----------      -----------     -----------
<S>                                              <C>              <C>              <C>             <C>
REVENUES                                         $        --      $        --      $        --     $        --
                                                 -----------      -----------      -----------     -----------
EXPENSES
   General and administrative expenses                12,397           10,278            1,591           2,708
                                                 -----------      -----------      -----------     -----------

LOSS FROM OPERATIONS                                 (12,397)         (10,278)          (1,591)         (2,708)

OTHER INCOME (EXPENSE)
   Interest expense                                   (2,104)         (25,958)              --         (12,875)
                                                 -----------      -----------      -----------     -----------
LOSS BEFORE PROVISION FOR
 INCOME TAXES AND EXTRAORDINARY ITEM                 (14,501)         (36,236)          (1,591)        (15,687)

PROVISION FOR INCOME TAXES                                --               --               --              --
                                                 -----------      -----------      -----------     -----------

LOSS BEFORE EXTRAORDINARY ITEM                       (14,501)         (36,236)          (1,591)        (15,687)

EXTRAORDINARY ITEM
   Forgiveness and extinguishment of
    notes payable and accrued interest                86,956               --               --              --
                                                 -----------      -----------      -----------     -----------

NET INCOME (LOSS)                                     72,455          (36,236)          (1,591)        (15,687)

OTHER COMPREHENSIVE INCOME                                --               --               --              --
                                                 -----------      -----------      -----------     -----------

COMPREHENSIVE INCOME (LOSS)                      $    72,455      $   (36,236)     $    (1,591)    $   (15,687)
                                                 ===========      ===========      ===========     ===========

Net loss per weighted-average share of common
 stock outstanding, calculated on Net Loss -
 basic and fully diluted
   From continuing operations                    $     (0.00)     $     (0.00)     $     (0.00)    $     (0.00)
   From extraordinary item                              0.00             0.00             0.00            0.00
                                                 -----------      -----------      -----------     -----------
                                                 $     (0.00)     $     (0.00)     $     (0.00)    $     (0.00)
                                                 ===========      ===========      ===========     ===========
Weighted-average number of shares
   of common stock outstanding                    69,198,721        9,886,641       72,456,441       9,886,641
                                                 ===========      ===========      ===========     ===========
</TABLE>
   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                        CENTURY PARK PICTURES CORPORATION
                            STATEMENTS OF CASH FLOWS
                    Six months ended March 31, 2004 and 2003

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                          (Restated)
                                                                          Six months        Six months
                                                                            ended             ended
                                                                           March 31,         March 31,
                                                                             2004              2003
                                                                          -----------       -----------
                                                                          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                                $ 72,455           $(36,236)
   Adjustments to reconcile net income to net cash
    provided by operating activities
     Forgiveness of notes payable and accrued interest                      (86,956)                --
     Consulting fees paid with common stock                                   7,870                 --
     Contribution of interest expense related to
      suspended interest payable on notes payable                             2,104             25,958
     Increase (Decrease) in
       Accounts payable and accrued expenses                                     --                 --
                                                                           --------           --------

NET CASH USED IN OPERATING ACTIVITIES                                        (4,527)           (10,278)
                                                                           --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES                                             --                 --
                                                                           --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
   Funds advanced by officer/shareholder                                      4,527             10,278
                                                                           --------           --------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                     4,527             10,278
                                                                           --------           --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 --                 --

Cash and cash equivalents at beginning of period                                 --                 --
                                                                           --------           --------

Cash and cash equivalents at end of period                                 $     --           $     --
                                                                           ========           ========
SUPPLEMENTAL DISCLOSURES OF INTEREST AND INCOME TAXES PAID
   Interest paid during the period                                         $     --           $     --
                                                                           ========           ========
   Income taxes paid (refunded)                                            $     --           $     --
                                                                           ========           ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
   Conversion of outstanding notes payable into common stock               $ 50,000           $     --
                                                                           ========           ========
   Conversion of accrued interest payable into common stock                $ 36,758           $     --
                                                                           ========           ========
</TABLE>
   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Century  Park  Pictures  Corporation  (Company)  was  incorporated  in  1983  in
accordance with the Laws of the State of Minnesota.

In  prior  periods,  the  Company  developed,   produced  and  marketed  various
entertainment  properties,   including  without  limitation,   the  intellectual
product(s) of entities engaged in the motion picture, television, and theatrical
state productions,  such as creative writers,  producers and directors,  for the
motion picture, pay/cable and commercial television markets.

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended September 30, 1999.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
adopted a year-end of September 30.

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

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its  Annual  Report on Form  10-KSB  for the year ended
September 30, 2003. The  information  presented  within these interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending September 30, 2004.

For  segment  reporting  purposes,  the Company  operated  in only one  industry
segment during the periods represented in the accompanying  financial statements
and makes all  operating  decisions and  allocates  resources  based on the best
benefit to the Company as a whole.

                                       6
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE C - GOING CONCERN UNCERTAINTY

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended September 30, 1999.

The Company has no operating activities, no cash on hand, no profit and operates
a business plan with inherent risk. Because of these factors,  our auditors have
issued an audit  opinion for the Company which  includes a statement  describing
our going concern  status.  This means,  in our auditor's  opinion,  substantial
doubt about our ability to  continue  as a going  concern  exists at the date of
their opinion.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. CASH AND CASH EQUIVALENTS

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

2. PROPERTY AND EQUIPMENT

     Property and  equipment  consists of furniture and fixtures and is recorded
     at historical  cost. These costs were depreciated over the estimated useful
     lives of the individual assets using the straight-line method.

     Gains and losses from  disposition of property and equipment are recognized
     as incurred and are included in operations.

                                       7
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

3. INCOME TAXES

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At March 31, 2004 and 2003, respectively, the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of March 31,  2004 and 2003,  the  deferred  tax  asset  related  to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code  Section  338,  the Company may have
     limited net  operating  loss  carryforwards  available to offset  financial
     statement or tax return taxable income in future periods as a result of any
     future  change in control  involving  50  percentage  points or more of the
     issued and outstanding securities of the Company.

4. INCOME (LOSS) PER SHARE

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss)  by  the   weighted-average   number  of  shares  of  common   stock
     outstanding.  The  calculation of fully diluted  earnings  (loss) per share
     assumes the  dilutive  effect of the  exercise of  outstanding  options and
     warrants,  using the treasury stock method,  at either the beginning of the
     respective period presented or the date of issuance, whichever is later. As
     of March 31, 2004 and 2003,  respectively,  the Company has no  outstanding
     stock warrants, options or convertible securities which could be considered
     as dilutive for purposes of the loss per share calculation.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

NOTE F - NOTES PAYABLE

On  July  31,  2002,  the  Company's  Board  of  Directors  and  the  respective
noteholders  approved the  extension of the ultimate  maturity date of the notes
through  December 3, 2003. In conjunction  with the extension,  the  noteholders
agreed to discontinue the accrual of interest subsequent to July 31, 2002.

The effect of the  discontinuance  of interest  accruals  subsequent to July 31,
2002 will be charged to  operations  as a component of interest  expense with an
offset to  contributed  additional  paid-in  capital to  recognize  the economic
effect of the suspended and forgiven  interest on these notes in the  respective
future period.

                                       8
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE F - NOTES PAYABLE -CONTINUED

On June 25, 2003, noteholders  aggregating $300,000 in outstanding principal and
$231,900 in accrued  interest  payable  exercised  their  respective  conversion
rights and received an aggregate  53,106,900 shares of restricted,  common stock
upon conversion.

On December 3, 2003, the final ultimate maturity date, one remaining  noteholder
exercised his conversion rights and converted approximately $50,000 in principal
and $36,758 in accrued  interest  payable into  8,675,800  shares of restricted,
unregistered common stock.

On December 3, 2003,  upon the failure to convert or post a claim for repayment,
the Company's Board of Directors, with the approval of legal counsel, voided the
remaining outstanding unconverted notes payable of approximately $50,000 and the
associated  accrued interest of approximately  $36,956 and recognized a one-time
gain on the technical forgiveness of these debts.

For the respective six month periods ending March 31, 2004 and 2003, the Company
has recognized  approximately  $2,107 and $12,979 in additional  paid-in capital
due to the suspended interest on these notes.

NOTE G - RELATED PARTY TRANSACTIONS

Through March 31, 2004, the Company's Chief  Executive  Officer has advanced the
Company an  aggregate of  approximately  $32,400 to support  operations,  settle
outstanding  trade accounts payable and provide working capital.  The advance is
repayable upon demand and is non-interest bearing and is unsecured.

As of March 31,  2004 and 2003,  respectively,  the Company  owed the  Company's
Chief Executive Officer approximately  $354,500 for cumulative accrued salary in
prior years.

NOTE H - INCOME TAXES

The  components of income tax  (benefit)  expense for the six months ended March
31, 2004 and 2003, respectively, are as follows:

                                       Six months               Six months
                                         ended                    ended
                                        March 31,                March 31,
                                          2004                     2003
                                      ------------             ------------
      Federal:
       Current                        $         --             $         --
       Deferred                                 --                       --
                                      ------------             ------------
                                                --                       --
                                      ------------             ------------
     State:
       Current                                  --                       --
       Deferred                                 --                       --
                                      ------------             ------------
                                                --                       --
                                      ------------             ------------
         Total                        $         --             $         --
                                      ============             ============

                                       9
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE H - INCOME TAXES - CONTINUED

As of March 31, 2004, the Company has a Federal net operating loss  carryforward
of  approximately  $3,100,000  and a State net operating  loss  carryforward  of
approximately  $790,000  to offset  future  taxable  income.  Subject to current
regulations, these carryforwards expire through 2015.

The Company's income tax expense for each of the six months ended March 31, 2004
and 2003,  respectively,  differed from the statutory federal rate of 34 percent
as follows:

<TABLE>
<CAPTION>
                                                                      Six months         Six months
                                                                        ended              ended
                                                                       March 31,          March 31,
                                                                         2004               2003
                                                                       --------           --------
<S>                                                                    <C>                <C>
Statutory rate applied to earnings (loss) before income taxes           $24,600           $(12,320)
  Increase (decrease) in income taxes resulting from:
    State income taxes                                                       --                 --
    Other, including reserve for deferred tax asset                     (24,600)            12,320
                                                                       --------           --------

       Income tax expense                                              $     --           $     --
                                                                       ========           ========
</TABLE>

Temporary differences, consisting primarily of statutory differences between the
financial  statement  carrying  amounts and tax bases of assets and  liabilities
give rise to deferred  tax assets and  liabilities  as of the  respective  years
ended September 30, 2003 and 2002.

<TABLE>
<CAPTION>
                                                                  Year ended September 30, 2003
                                                         ---------------------------------------------
                                                           Federal           State            Total
                                                         -----------      -----------      -----------
<S>                                                      <C>              <C>              <C>
Deferred tax assets:
   Other (current)                                       $    96,000      $    35,000      $   131,000
   Net operating loss carryforwards (non-current)            932,000           77,000        1,009,000
                                                         -----------      -----------      -----------
                                                           1,028,000          112,000        1,140,000
Valuation allowance                                       (1,028,000)        (112,000)      (1,140,000)
                                                         -----------      -----------      -----------

   Net Deferred tax asset                                $        --      $        --      $        --
                                                         ===========      ===========      ===========

Deferred tax liabilities                                 $        --      $        --      $        --
                                                         ===========      ===========      ===========

                                                                  Year ended September 30, 2002
                                                         ---------------------------------------------
                                                           Federal           State            Total
                                                         -----------      -----------      -----------
Deferred tax assets:
   Other (current)                                       $    96,000      $    35,000      $   131,000
   Net operating loss carryforwards (non-current)            932,000           77,000        1,009,000
                                                         -----------      -----------      -----------
                                                           1,028,000          112,000        1,140,000
Valuation allowance                                       (1,028,000)        (112,000)      (1,140,000)
                                                         -----------      -----------      -----------

   Net Deferred tax asset                                $        --      $        --      $        --
                                                         ===========      ===========      ===========

Deferred tax liabilities                                 $        --      $        --      $        --
                                                         ===========      ===========      ===========
</TABLE>

During the years ended September 30, 2003 and 2002, respectively,  the valuation
allowance increased  (decreased) by approximately $-0- and $-0-.  Realization of
deferred tax assets is dependent  upon  sufficient  future taxable income during
the period that deductible temporary  differences and carryforwards are expected
to be available to reduce taxable income.

                                       10
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE I - COMMON STOCK TRANSACTIONS

On June  25,  2003,  the  Company  issued  an  aggregate  53,783,500  shares  of
restricted, unregistered common stock in redemption of various outstanding notes
payable  in the face  amount of  approximately  $300,000  and  accrued  interest
payable of  approximately  $237,835,  pursuant  to the  conversion  terms of the
respective  notes.  The  valuation  of this  transaction  was equal to the "fair
value" of the Company's common stock on the conversion date.

On  December  3,  2003,  the  Company  issued  8,675,800  shares of  restricted,
unregistered  common stock in  redemption  of two (2) notes  payable in the face
amount of  approximately  $50,000 and accrued  interest payable of approximately
$36,758, pursuant to the conversion terms of the respective notes. The valuation
of this  transaction was equal to the "fair value" of the Company's common stock
on the  conversion  date. The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended,  for an exemption from registration of these shares and
no underwriter was used in this transaction.

On  December  3,  2003,   the  Company  issued  787,100  shares  of  restricted,
unregistered   common  stock  as  compensation  for  fees  associated  with  the
conversion of the outstanding notes payable and accrued interest  payable.  This
transaction  was valued at  approximately  $7,871,  which was equal to the "fair
value" of the Company's  common stock on the conversion date. The Company relied
upon Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
from  registration  of  these  shares  and  no  underwriter  was  used  in  this
transaction.

NOTE J - COMMITMENTS AND CONTINGENCIES

The Company  leases  office space under a  noncancellable  operating  lease that
expired on August 31, 2002. The space has been sub-leased to a separate  company
owned by the  Company's  CEO.  The Company  incurred no expense  related to this
lease  during   either  of  the  years  ended   September  30,  2003  and  2002,
respectively, or subsequent thereto.

                                       11
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2) RESULTS OF OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES

Century  Park  Pictures  Corporation  (Company)  was  incorporated  in  1983  in
accordance with the Laws of the State of Minnesota.

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended September 30, 1999.

General and administrative  expenses for the six months ended March 31, 2004 and
2003 were approximately  $4,500 and $10,300,  respectively.  Interest expense on
the outstanding  $100,000 and $400,000 in notes payable was approximately $6,000
and $26,000 for each of the respective six month periods.

On  July  31,  2002,  the  Company's  Board  of  Directors  and  the  respective
noteholders  approved the  extension of the ultimate  maturity date of the notes
through  December 3, 2003. In conjunction  with the extension,  the  noteholders
agreed to discontinue  the accrual of interest  subsequent to July 31, 2002. The
effect of the  discontinuance of interest  accruals  subsequent to July 31, 2002
will be charged to operations as a component of interest  expense with an offset
to contributed  additional  paid-in  capital to recognize the economic effect of
the  suspended  and forgiven  interest on these notes in the  respective  future
period.

On June 25, 2003, noteholders  aggregating $300,000 in outstanding principal and
$231,900 in accrued  interest  payable  exercised  their  respective  conversion
rights and received an aggregate  53,106,900 shares of restricted,  common stock
upon conversion.

On December 3, 2003, the final ultimate maturity date, one remaining  noteholder
exercised his conversion rights and converted approximately $50,000 in principal
and $36,758 in accrued  interest  payable into  8,675,800  shares of restricted,
unregistered common stock.

On December 3, 2003,  upon the failure to convert or post a claim for repayment,
the Company's Board of Directors, with the approval of legal counsel, voided the
remaining outstanding unconverted notes payable of approximately $50,000 and the
associated  accrued interest of approximately  $36,956 and recognized a one-time
gain on the technical forgiveness of these debts.

On  December  3,  2003,   the  Company  issued  787,100  shares  of  restricted,
unregistered   common  stock  as  compensation  for  fees  associated  with  the

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<PAGE>
conversion of the outstanding notes payable and accrued interest  payable.  This
transaction  was valued at  approximately  $7,871,  which was equal to the "fair
value" of the Company's  common stock on the conversion date. The Company relied
upon Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
from  registration  of  these  shares  and  no  underwriter  was  used  in  this
transaction.

Net  income   (loss)  for  the  six  months  ended  March  31,  2004  and  2003,
respectively,  was approximately  $72,455 and $(36,200).  Earnings per share for
the respective quarters ended March 31, 2004 and 2003 was $0.00 and $0.00 on the
weighted-average post-reverse split shares issued and outstanding.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting company under the Securities Exchange Act of 1934 (Exchange Act).

At March 31, 2004 and September 30, 2003, respectively,  the Company had working
capital of approximately $(396,000) and $(1,091,500).

Management  intends to  continue to restrict  expenditures  with  respect to the
future  development  of  entertainment  properties  and to market its  completed
properties.  The Company has two completed properties.  The costs of development
have been written off. Accordingly, the Company will incur little, if any, costs
of marketing.  Management believes these actions may contribute to the Company's
liquidity.  The Company has no material  commitments for capital expenditures as
of March 31, 2004 and anticipates no significant capital expenditures for future
periods.

The Company  intends to continue to seek out potential  acquisitions.  Since the
Company has no available bank lines of credit,  there are no assurances that the
Company will be able to  successfully  identify any  potential  acquisitions  or
that, if  identified,  it will obtain  financing  under terms  acceptable to the
Company.  Management  presently  considers  an  acquisition  or a merger  of the
Company a viable alternative.

The Company has no operating activities, no cash on hand, no profit and operates
a business plan with inherent risk. Because of these factors,  our auditors have
issued an audit  opinion for the Company which  includes a statement  describing
our going concern  status.  This means,  in our auditor's  opinion,  substantial
doubt about our ability to  continue  as a going  concern  exists at the date of
their opinion.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.

                                       13
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief Executive and Financial  Officer.  Based upon that evaluation,
the Company's  President,  Chief Executive and Financial  Officer concluded that
the Company's disclosure controls and procedures are effective.  There have been
no significant  changes in the Company's  internal controls or in other factors,
which could  significantly  affect internal controls  subsequent to the date the
Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  and  Financial  Officer as  appropriate,  to allow  timely  decisions
regarding required disclosure.

                          PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - CHANGES IN SECURITIES

None

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None

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

None

ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

   EXHIBITS

     31.1 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002

     32.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

   REPORTS ON FORM 8-K

   None

                                       14
<PAGE>
                                   SIGNATURES

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

                                            CENTURY PARK PICTURES CORPORATION


Dated: August 3, 2004                       /s/ Thomas K. Scallen
       --------------                       ------------------------------------
                                                               Thomas K. Scallen
                                              Chairman, Chief Executive Officer,
                                            Chief Financial Officer and Director

                                       15