****UNITED STATES       SECURITIES AND EXCHANGE COMMISSION       Washington, D.C. 20549**Form 10-QSB**
| [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002.              |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------|
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT         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 |

| 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          The number of shares outstanding of the issuer's common equity, as of May 6, 2002 was 4,550,000.

Transitional Small Business Disclosure Format: Yes [ ] No [X] |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| **CONSOLIDATED PICTURES CORP.         FORM 10-QSB         TABLE OF CONTENTS** |
|-------------------------------------------------------------------------------|
| **PART I**                                                                    |   | **FINANCIAL INFORMATION** |
| Item 1                                                                        |  | Financial Statements |
|                                                                          |   |      Balance Sheets |
|                                                                          |   |      Statements of Operations |
|                                                                          |   |      Statements of Cash Flows |
|                                                                          |   |      Notes to Financial Statements |
| Item 2                                                                        |  | Management's Discussion and Analysis and Plan of Operation |
|                                                                          |   |   |
| **PART II**                                                                   |   | **OTHER INFORMATION** |
| Item 1                                                                        |  | Legal Proceedings |
| Item 2                                                                        |  | Changes in Securities |
| Item 3                                                                        |  | Defaults Upon Senior Securities |
| Item 4                                                                        |  | Submission of Matters to a Vote of Security Holders |
| Item 5                                                                        |  | Other Information |
| Item 6                                                                        |  | Exhibits and Reports on Form 8-K |
|                                                                          |   |   |
| **SIGNATURES**                                                                |

----

****PART I****
| **Consolidated Pictures Corp.**         (a development stage company)         Balance Sheets |
|----------------------------------------------------------------------------------------------|
|                                                                                         |   |   |   |   | **March 31, 2002             (Unaudited)** |   | **December 31, 2001** |
|                                                                                         |   |   |   |   |  |   |  |
| **ASSETS**                                                                                   |
| Current Assets:                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                         |   | Cash and Cash Equivalents |   | $ | 1,184 |   |   |  |  |  |   |   | $ | 2,569 |   |   |   |   |   |
|                                                                                         |   | Deferred Offering Costs (note 1) |   |  | 2,260 |   |   |  |  |  |   |   |   | 2,260 |   |   |   |   |   |
|                                                                                         |   |   |   |   |  |   |   |  |  |  |   |   |  |   |   |   |   |   |
|                                                                                         | Total Current Assets |   |  |  |   |   | $ | 3,444 |  |   |   |   |   |   |   | $ | 4,829 |   |
|                                                                                         |   |   |   |   |  |  |   |   |  |  |   |   |   |   |   |   |  |   |
| Total Assets                                                                                 |   |  |  |   |   |  | 3,444 |  |   |   |   |   |   |   |   | 4,829 |   |
|                                                                                         |   |   |   |   |  |  |   |   |  |  |   |   |   |   |   |   |  |   |
| **LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)**                                         |
|                                                                                         |   |   |   |   |  |  |   |   |  |  |  |   |   |   |   |   |   |   |   |   |
| Current Liabilities:                                                                         |   |  |  |   |   |  |  |  |   |   |   |   |   |   |   |   |   |
|                                                                                         |   | Accounts Payable |   |  | 246 |   |   |  |  |  |   |   |   | 788 |   |   |   |   |   |
|                                                                                         |   | Loans Payable |   |  | 2,500 |   |   |  |  |  |   |   |   | 2,500 |   |   |   |   |   |
|                                                                                         |   |   |   |  |   |   |  |  |  |   |   |  |   |   |   |   |   |
|                                                                                         | Total Current Liabilities: |   |  |  |   |   |  | 2,746 |  |   |   |   |   |   |   |   | 3,288 |   |
|                                                                                         |   |   |   |   |  |  |   |   |  |  |  |   |   |   |   |   |   |   |   |   |
| Advances from Stockholder: (note 2)                                                          |   |  |  |   |   |  | 3,876 |  |   |   |   |   |   |   |   | 3,566 |   |
|                                                                                         |   |   |   |   |  |  |   |   |  |  |   |   |   |   |   |   |  |   |
| Total Liabilities:                                                                           |   |  |  |   |   |  | 6,622 |  |   |   |   |   |   |   |   | 6,854 |   |
|                                                                                         |   |   |   |   |  |  |   |   |  |  |  |   |   |   |   |   |   |   |   |   |
| Stockholders' Equity:                                                                        |   |  |  |   |   |  |  |  |   |   |   |   |   |   |   |   |   |
|                                                                                         |   | Preferred Stock, par value $0.0001 |   |  |  |   |   |  |  |  |   |   |   |   |   |   |   |   |   |
|                                                                                         |   |   | Authorized 5,000,000, none issued and outstanding |   |  | 0 |   |   |  |  |  |   |   |   | 0 |   |   |   |   |   |
|                                                                                         |   | Common Stock, par value $0.0001 |   |  |  |   |   |  |  |  |   |   |   |   |   |   |   |   |   |
|                                                                                         |   |   | Authorized 50,000,000, issued and outstanding 4,550,000 |   |  | 455 |   |   |  |  |  |   |   |   | 455 |   |   |   |   |   |
|                                                                                         |   | Additional Paid-in Capital |   |  | 1,545 |   |   |  |  |  |   |   |   | 1,545 |   |   |   |   |   |
|                                                                                         |   | Deficit Accumulated during Development Stage |   |  | (5,178 | ) |   |  |  |  |   |   |   | (4,025 | ) |   |   |   |   |
|                                                                                         |   |   |   |   |  |   |   |  |  |  |   |   |  |   |   |   |   |   |
| Total Stockholders' Equity (Deficit)                                                         |   |  |  |   |   |  | (3,178 | ) |   |   |   |   |   |   |   | (2,025 | ) |
|                                                                                         |   |   |   |   |  |  |   |   |  |  |   |   |   |   |   |   |  |   |
| Total Liabilities & Stockholders' Equity (Deficit)                                       |   |  |  |   |   | $ | 3,444 |  |   |   |   |   |   |   | $ | 4,829 |   |
|                                                                                         |   |   |   |   |  |  |   |   |  |  |   |   |   |   |   |   |  |   |
| See Notes to Financial Statements                                                            |

****
| **Consolidated Pictures Corp.**           (a development stage company)           Statements of Operations           (Unaudited) |
|----------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                             |   |   |   |   | **Three months ended** |  | **January 16, 2001         (inception) to         March 31, 2002** |
|                                                                                                                             |   |   |   |   | **March 31, 2002** |  | **March 31, 2001** |  |
|                                                                                                                             |   |   |   |   |  |  |  |  |  |
|                                                                                                                             |   |   |   |   |   |  |  |   |   |  |  |   |
| Net Sales                                                                                                                        |   | $ | 0 |  |   | $ | 0 |   |   | $ | 0 |   |
| Costs Applicable to Sales & Revenue                                                                                          |   |  | 0 |  |   |  | 0 |   |   |  | 0 |   |
|                                                                                                                             |   |  |  |   |  |   |   |  |   |
| Gross Profit                                                                                                                     |   |  | 0 |  |   |  | 0 |   |   |  | 0 |   |
|                                                                                                                             |   |  |  |  |   |  |  |   |   |  |  |   |
| Selling, General & Administrative Expenses                                                                                   |   |  | 1,153 |  |   |  | 965 |   |   |  | 5,178 |   |
|                                                                                                                             |   |  |   |   |  |   |   |  |   |
| Loss Before Income Taxes                                                                                                         |   |  | (1,153 | ) |   |  | (965 | ) |   |  | (5,178 | ) |
| Income Taxes                                                                                                                     |   |  | 0 |  |   |  | 0 |   |   |  | 0 |   |
|                                                                                                                             |   |  |  |   |  |   |   |  |   |
| Net Loss                                                                                                                         |   | $ | (1,153 | ) |   | $ | (965 | ) |   | $ | (5,178 | ) |
|                                                                                                                             |   |  |  |   |  |   |   |  |   |
| Basic Net Loss Per Share                                                                                                         |   | $ | NIL |  |   | $ | NIL |   |   | $ | NIL |   |
|                                                                                                                             |   |  |  |   |  |   |   |  |   |
| Weighted Average Common Shares Outstanding                                                                                       |   |  | 4,550,000 |  |   |  | 4,500,000 |   |   |   | 4,523,750 |   |
|                                                                                                                             |   |  |  |   |  |   |   |  |   |
| See Notes to Financial Statements                                                                                                |

****
| **Consolidated Pictures Corp.**         (a development stage company)         Statements of Cash Flows         (Unaudited) |
|----------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                       |   |   |   |   | **Three months ended** |   |   | **January 16, 2001         (inception) to         March 31, 2002** |   |   |
|                                                                                                                       |   |   |   |   | **March 31, 2002** |   | **March 31, 2001** |   |   |   |   |
|                                                                                                                       |   |   |   |   |  |   |  |   |   |  |   |   |
| Operating Activities                                                                                                       |   |   |   |   |   |   |   |   |   |  |   |   |   |
|                                                                                                                       | Net Loss |   | $ | (1,153 | ) |   | $ | (965 | ) |   | $ | (5,178 | ) |   |
|                                                                                                                       |   |   |   |   |  |  |  |   |  |   |   |   |  |  |   |   |
| Adjustments to Reconcile Net Loss to Cash                                                                                  |   |  |  |  |   |  |   |   |   |  |  |   |   |
|                                                                                                                       | Change in Operating Assets and Liabilities: |   |  |  |  |   |  |   |   |   |  |  |   |   |
|                                                                                                                       |   | Accounts Payable |   |  | (542 | ) |   |  | 0 |   |   |  | 246 |   |   |
|                                                                                                                       |   | Deferred Offering Costs |   |   |  | 0 |  |   |  | 0 |  |   |  | (2,260 | ) |   |
|                                                                                                                       |   |   |  |  |   |  |   |   |  |   |   |
| Cash Consumed by Operating Activities                                                                                      |   |   |  | (1,695 | ) |   | (965 | ) |   |  | (7,192 | ) |   |
|                                                                                                                       |   |   |   |   |   |   |   |   |   |  |   |   |   |
| Financing Activities                                                                                                       |   |  |  |  |   |  |   |   |  |  |   |   |
|                                                                                                                       | Proceeds from the Issuance of Common Stock |   |   |  | 0 |  |   |  | 1,000 |   |   |  | 2,000 |   |   |
|                                                                                                                       | Advance from Stockholder |   |   |  | 310 |  |   |  | 0 |   |   |  | 3,876 |   |   |
|                                                                                                                       | Proceeds of Loans Payable |   |   |  | 0 |  |   |  | 0 |   |   |  | 2,500 |   |   |
|                                                                                                                       |   |   |   |   |  |  |   |  |   |   |  |   |   |
| Cash Generated from Financing Activities                                                                                   |   |  | 310 |  |   |  | 1,000 |   |   |  | 8,376 |   |   |
|                                                                                                                       |   |   |   |   |  |  |   |  |   |   |  |   |   |
| Change in Cash                                                                                                             |   |  | (1,385 | ) |   |  | 35 |   |   |  | 1,184 |   |   |
| Cash - Beginning                                                                                                           |   |  | 2,569 |  |   |  | 0 |   |   |  | 0 |   |   |
|                                                                                                                       |   |   |   |   |  |  |   |  |   |   |  |   |   |
| Cash - End                                                                                                                 |   | $ | 1,184 |  |   | $ | 35 |   |   | $ | 1,184 |   |   |
|                                                                                                                       |   |   |   |   |  |  |   |  |   |   |  |   |   |
| See Notes to Financial Statements                                                                                          |

****
****CONSOLIDATED PICTURES CORP.**       (a development stage company)       Summary of Significant Accounting Policies       March 31, 2002    **
>       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's fiscal year ends December 31.    

>       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.    

>       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 $5,178 in net operating loss carryovers available to reduce future income taxes. These carryovers may be utilized through the year 2022. 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 Startup 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 $394.    

****CONSOLIDATED PICTURES CORP.**       Notes to Interim Financial Statements       March 31, 2002       (Unaudited)    **
>       The interim financial statements include all adjustments, which, in the opinion of management, are necessary in order to make the financial statements not misleading. The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by Generally Accepted Accounting Principles for complete financial statements.    

>       Deferred offering costs consists of expenses incurred through March 31, 2002 that are directly related to a public offering described more fully in Note 4. If proceeds are raised from the public offering, these costs will be offset against stockholders' equity. If no proceeds are raised, these costs will be expensed in full.    

>       Commencing in April 2001 through March 31, 2002, the controlling stockholder advanced $3,876 to the Company. The advances are non-interest bearing, unsecured and due on April 30, 2003.    

>       The Company's registration statement, filed with the Securities and Exchange Commission, became effective in September 2001. The 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 March 31, 2002 no options had been granted.    

****PART II****

      None.

      During the period from January 1, 2002 through March 31, 2002, we did not issue any securities.           As of March 31, 2002, we had 4,550,000 shares of common stock outstanding.**Item 3. Defaults Upon Senior Securities.**

      Not applicable.

      Not applicable.

      Not applicable.

|   | (a) |  | None.                                                                                                 |
|--------|-----|--|-------------------------------------------------------------------------------------------------------|
|        |     |  |                                                                                                  |   |   |
|        | (b) |  | There were no Reports on Form 8-K filed during the last quarter of the period covered by this report. |

****SIGNATURES****
|        |        | Consolidated Pictures Corp.                              |   |
|--------|--------|----------------------------------------------------------|--------|
|        |        |                                                          |   |
|        |        | (Registrant)                                             |   |
|        |        |                                                     |   |
| By:    |   | /s/ Avery Pack                                           |   |
|        |        |                                                          |   |
|        |        | Avery Pack         President and Chief Executive Officer |   |
|   |   |                                                     |   |
| Date:  |   | May 6, 2002                                              |   |
|   |   |                                                          |   |