U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2004


       [ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                          Commission File No. 000-33327


                           CONSOLIDATED PICTURES CORP.
                 (Name of Small Business Issuer in its Charter)


                 DELAWARE                                  13-4151225
      -------------------------------            ----------------------------
      (State or other jurisdiction of                  (I.R.S. Employer
       incorporation of organization)               Identification Number)


              1100 NW 163rd Drive, North Miami Beach, Florida 33169
              -----------------------------------------------------
                     (Address of principal executive office)

                                 (305) 623-1140
                                 --------------
                           (Issuer's telephone number)

Check  whether  the issuer has (1) filed all  reports  required by Section 12 or
5(d) of the Exchange Act during the past 12 months, and (2) been subject to such
filing requirements for the past ninety (90) days. Yes (X) No ( )


As  of  November  12,  2004,  there  were  14,579,900  shares  of  Common  Stock
outstanding.















                                       i
<PAGE>
--------------------------------------------------------------------------------
                           CONSOLIDATED PICTURES CORP.
                                   FORM 10-QSB
                                TABLE OF CONTENTS
PART I   FINANCIAL INFORMATION
------   ---------------------
Item 1   Financial Statements                                          F-1
------   --------------------
Item 2   Management's Discussion and Analysis or Plan of Operation     F-9
------   ---------------------------------------------------------
Item 3   Controls and Procedures                                       F-10
------   -----------------------

PART II  OTHER INFORMATION
-------  -----------------
Item 1   Legal Proceedings                                             F-11
------   -----------------
Item 2   Unregistered Sales of Equity Securities and Use of Proceeds   F-11
------   ------------
Item 3   Defaults upon Senior Securities                               F-11
------   -------------------------------
Item 4   Submission of Matters to a Vote of Security Holders           F-11
------   ---------------------------------------------------
Item 5   Other Information                                             F-11
------   -----------------
Item 6   Exhibits                                                      F-11
------   --------

SIGNATURES                                                             F-11
----------



























                                       ii
<PAGE>
                                     PART I

Item 1 - Financial Statements

                           Consolidated Pictures Corp.
                          (a development stage company)
                                  Balance Sheet


                                                                September 30,
                               ASSETS                               2004
                                                                 (Unaudited)
                                                               --------------
Current Assets
  Cash                                                         $        5,692
                                                               --------------
 Total Current Assets                                                   5,692
                                                               --------------
Total Assets                                                   $        5,692
                                                               --------------

               LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts Payable                                             $            -
                                                               --------------
 Total Current Liabilities                                                  -

Advances from Stockholder                                               7,053
                                                               --------------
Total Liabilities                                                       7,053
                                                               --------------
Commitments and Contingencies

Stockholders' Deficit:
  Preferred Stock, par value $0.0001;
   authorized 5,000,000, none issued and outstanding                        -
  Common Stock, par value $0.0001;
   authorized 50,000,000, issued and outstanding 4,579,900                458
  Additional Paid-in Capital                                           13,451
  Deficit Accumulated during Development Stage                        (15,270)
                                                               --------------
Total Stockholders' Deficit                                            (1,361)
                                                               --------------
Total Liabilities and Stockholders' Deficit                    $        5,692
                                                               ==============











                                       F-1
<PAGE>
--------------------------------------------------------------------------------
                           Consolidated Pictures Corp.
                          (a development stage company)
                            Statements of Operations
                                   (Unaudited)
                                                                   January 16,
                                                                       2001
                  Three months ended       Nine months ended     (inception) to
                 Sept. 30,   Sept. 30,    Sept. 30,   Sept. 30,    Sept. 30,
                   2004        2003         2004       2003        2004
                 ---------- ----------- ------------ ------------ ------------
Net Sales        $        - $         - $          - $          - $          -
Costs Applicable
to Sales and              -           -            -            -            -
Revenue          ---------- ----------- ------------ ------------ ------------
Gross Profit              -           -            -            -            -

Selling, General
and
Administrative          684         552        2,288        2,271       15,270
Expenses         ---------- ----------- ------------ ------------ ------------
Loss before
Income Taxes           (684)       (552)      (2,288)      (2,271)     (15,270)

Income Taxes              -           -            -            -            -
                 ---------- ----------- ------------ ------------ ------------
Net Loss         $     (684)$      (552)$     (2,288)$     (2,271)$    (15,270)
                 ---------- ----------- ------------ ------------ ------------
Net Loss per
Share-Basic
and Diluted      $        - $         - $          - $          - $          -
                 ---------- ----------- ------------ ------------ ------------
Weighted Average
Common Shares

Outstanding-Basic
and Diluted       4,579,900   4,569,161    4,579,900    4,566,720    4,563,090
                 ---------- ----------- ------------ ------------ ------------







See Notes to Financial Statements












                                       F-2
<PAGE>
--------------------------------------------------------------------------------
                           Consolidated Pictures Corp.
                          (a development stage company)

                            Statements of Cash Flows
                                   (Unaudited)
                                                             January 16,
                                                                 2001
                                         Nine months ended    (inception)
                                                                  to
                                        Sept. 30,  Sept. 30,   Sept. 30,
                                          2004       2003        2004
                                      ----------- ----------- ------------
Operating Activities:
  Net Loss                            $   (2,288) $   (2,271) $   (15,270)

 Loss to Cash:

  Change in Operating Assets
  and Liabilities:
    Accounts Payable                        (105)       (416)           -
    Deferred Offering Costs                    -       2,260            -
                                      ----------  ----------  -----------
Net Cash used in Operating Activities     (2,393)       (427)     (15,270)

Financing Activities:
    Proceeds from the Issuance
      of Common Stock                          -       7,200       13,909
    Offering Costs                             -      (2,260)           -
    Advance from Stockholder                  60          50        7,053
    Repayment of Loans Payable                 -      (1,000)           -
                                      ----------  ----------  -----------
Cash provided by Financing Activities         60       3,990       20,962
                                      ----------  ----------  -----------
Change in Cash                            (2,333)     (1,741)       5,692
Cash - Beginning of period                 8,025       5,432            -
                                      ----------  ----------  -----------
Cash - End of period                  $    5,692  $    3,691  $     5,692
                                      ----------  ----------  -----------
See Notes to Financial Statements
















                                       F-3
--------------------------------------------------------------------------------
<PAGE>
                           CONSOLIDATED PICTURES CORP.
                          (a development stage company)
                          Notes to Financial Statements
                               September 30, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Development Stage Operations

Consolidated  Pictures Corp., (the "Company" or "CPC") 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.

On  October  12,  2004,  the  Company  entered  into an  Agreement  and  Plan of
Reorganization  (the  "Agreement")  with  Y-Tel  International,  LLC,  a Florida
limited  liability  company  ("Y-Tel").  Such  transaction  was accounted for as
reorganization  (see Note 7). Y-Tel  provides  long-distance  and other  telecom
related services to phone companies. Y-Tel is currently targeting markets in the
rapidly developing Americas region (Caribbean, Central and South America).

At September 30, 2004, the Company has an accumulated  deficit of  approximately
$15,000,  negative working capital of approximately $1,400 and has not generated
significant cash flows from  operations.  The Company does not have any existing
financing sources.  Management  recognizes the Company must generate  additional
financing to enable it to continue  operations.  As described above, the Company
has  entered  into an  Agreement  and Plan of  Reorganization,  intended to fund
operations.  The successful outcome of future activities cannot be determined at
this time and there are no  assurances  that if achieved,  the Company will have
sufficient  funds to execute its  intended  business  plan or generate  positive
operating results.

Use of Estimates

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 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 the estimates.

Revenue and Expense Recognition

The SEC has issued  Staff  Accounting  Bulletin  No. 104 ("SAB  104"),  "Revenue
Recognition,"  which  outlines the basic  criteria that must be met to recognize
revenue and provides  guidance for  presentation  of revenue and for disclosures
related to revenue recognition  policies in financial  statements filed with the
SEC.  Upon  commencement  of revenue  recognition  activities,  the Company will
recognize revenues in accordance with SAB 104.






                                      F-4
<PAGE>
                           CONSOLIDATED PICTURES CORP.
                          (a development stage company)
                          Notes to Financial Statements
                               September 30, 2004


Stock-based Compensation


As of  September  30,  2004,  the Company has adopted one  stock-based  employee
compensation   plan  (see  Note  4).  The  Company   accounts  for   stock-based
compensation to employees  under the  recognition and measurement  principles of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to  Employees,"  and  related  Interpretations.  The  Company  did not incur any
stock-based  employee  compensation  cost for the  three and nine  months  ended
September  30,  2004 and 2003 under APB  Opinion  No. 25 as the  Company did not
grant any options during the periods.  At September 30, 2004, the Company had no
options or warrants issued and outstanding to employees.

Recent Accounting Pronouncements

The  recent  accounting   pronouncements  issued  by  the  Financial  Accounting
Standards  Board  (including  its  Emerging  Issues Task  Force),  the  American
Institute  of  Certified  Public  Accountants  and the  Securities  and Exchange
Commission  did not or are not believed by management to have a material  impact
on the Company's present or future financial statements.


Note 2 - Interim Financial Statements

The accompanying condensed financial statements have been prepared in accordance
with the Securities and Exchange  Commission's  ("SEC")  regulations for interim
financial information.  Accordingly,  they do not include all of the disclosures
required by  accounting  principles  generally  accepted in the United States of
America  ("GAAP") for complete  financial  statements.  The unaudited  condensed
financial  statements  should,  therefore,  be  read  in  conjunction  with  the
financial  statements  and notes thereto in the Form 10-KSB annual report of the
Company,  as amended,  for the year ended  December 31, 2003.  In the opinion of
management,  all adjustments  considered  necessary for a fair presentation have
been  included.  The results of operations  for the three and nine month periods
ended September 30, 2004 are not necessarily  indicative of the results that may
be expected for the entire fiscal year.


Note 3 - Warrants

As of  September  30,  2004,  the Company had 27,900 Class A warrants and 27,900
Class B warrants outstanding, which were granted in connection with the issuance
of  27,900  shares  of the  Company's  common  stock in  September  2003 for net
proceeds of approximately  $11,000.  Each warrant entitles the holder to acquire
one share of common  stock.  The Class A warrants are  exercisable  at $1.00 per
share and their  expiration  date is September 4, 2005. The Class B warrants are
exercisable at $1.50 per share and their expiration date is September 4, 2006.





                                      F-5
<PAGE>
                           CONSOLIDATED PICTURES CORP.
                          (a development stage company)
                          Notes to Financial Statements
                               September 30, 2004

Note 4 - Stock Option Plan

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
September 30, 2004, no options had been granted.


Note 5 - Related Party Transactions

Commencing in April 2001 and  continuing  through March 31, 2004,  the Company's
controlling  stockholder  advanced  $7,053  to the  Company.  The  advances  are
non-interest bearing, unsecured and are due on July 31, 2005.


Note 6 - Commitments and Contingencies

The Company is not a party to any litigation  and does not have any  commitments
or contingent liabilities.


Note 7 - Subsequent Events

On October 12, 2004, the Company entered into the Agreement with Y-Tel.

Simultaneously with the closing of the acquisition, Mr. Pack, the then President
and director of the Company,  sold  1,450,400  restricted  shares of his Company
common  stock for $158,334 to Health Care  Services,  L.L.C.  ("HCS").  HCS is a
business associate of Y-Tel but it or its officers,  directors,  or managers are
not  affiliates  of either  Y-Tel or CPC.  The shares  were  acquired by HCS for
investment purposes and not with a view toward  distribution.  Mr. Pack resigned
as President at the time of closing of the acquisition and effective October 27,
2004 resigned from the Board of Directors.

Immediately  prior to the  acquisition,  the Company had  4,579,900  outstanding
shares of  common  stock  and no  outstanding  shares  of  preferred  stock.  In
accordance  with the  Agreement,  the Company  issued  10,000,000  shares of its
common  stock to the  members of Y-Tel in  exchange  for all of the  outstanding
membership  interests  of  Y-Tel.  Immediately  after the  acquisition,  (i) the
current  stockholders of the Company owned 3,129,500  shares,  or  approximately
21%, and (ii) the Company is now controlled by the former members of Y-Tel,  who
own 69% of the  outstanding  Company  shares.  The share  exchange  ratio in the
acquisition was determined through arms-length  negotiations between the Company
and Y-Tel.






                                      F-6
<PAGE>

                           CONSOLIDATED PICTURES CORP.
                          (a development stage company)
                          Notes to Financial Statements
                               September 30, 2004


NOTE 7 - SUBSEQUENT EVENTS, CONTINUED

Management  accounted for the  reorganization  as a capital  stock  transaction.
Accordingly,  the reorganization  will be reported as a recapitalization  of the
Company.  Y-Tel is considered the acquirer for  accounting  purposes (a "reverse
acquisition")  because of (a) its majority  ownership  of the  Company,  (b) its
representation on the Company's board of directors, and (c) executive management
positions held by former officers of Y-Tel.

In connection with the  reorganization,  the Company has entered into employment
agreements  with two officers.  Such  agreements are in effect through July 2006
and continue in effect from year to year thereafter unless otherwise terminated,
pursuant to the terms of such  contracts.  Future annual minimum  payments under
these  employment  agreements   approximate  $288,000,   with  potential  annual
increases as defined. In connection with the employment agreements,  the Company
issued an aggregate of 1,000,000 options to purchase common stock of the Company
to the two officers,  with and exercise price of $0.10,  which vest  immediately
and expire  through  October  2014.  The  Company  also issued an  aggregate  of
1,500,000   options  to  purchase   common  stock  of  the  Company  to  various
consultants,  with an exercise price of $0.05 which vest  immediately and expire
through September 2007.

The following  unaudited pro forma financial  information  presents the combined
results of  operations  of the  Company  and Y-Tel for the three and nine months
ended  September 30, 2004 as if the  acquisition had occurred on January 1, 2004
and the three and nine months ended  September 30, 2003,  as if the  acquisition
had occurred on January 1, 2003.



                   Unaudited Pro Forma Statement of Operations
                  For the Three Months Ended September 30, 2004

                                        CPC        Y-Tel      Pro Forma
                                     ---------- -----------   ----------
Revenues                             $       -  $  364,914    $  364,914

Net Loss                                  (684)   (252,768)     (253,320)
                                     =========  ==========    ==========
Basic and diluted loss per
common share                         $       -  $    (0.03)   $    (0.02)
                                     =========  ==========    ==========
Basic and diluted weighted average
common shares outstanding            4,579,900  10,000,000    14,579,900
                                     =========  ==========    ==========





                                      F-7
<PAGE>
                           CONSOLIDATED PICTURES CORP.
                          (a development stage company)
                          Notes to Financial Statements
                               September 30, 2004

NOTE 7 - SUBSEQUENT EVENTS, CONTINUED

                   Unaudited Pro Forma Statement of Operations
                  For the Nine Months Ended September 30, 2004

                                  CPC        Y-Tel        Pro Forma
                              ----------  -----------    -----------
Revenues                      $       -   $  886,351     $ 886,3351

Net Loss                         (2,228)    (918,841)      (921,112)
                              =========   ==========     ==========
Basic and diluted loss per
common share                  $       -   $    (0.09)    $    (0.06)
                              =========   ==========     ==========
Basic and diluted weighted
average common
shares outstanding            4,579,900   10,000,000     14,579,900
                              =========   ==========     ==========

                   Unaudited Pro Forma Statement of Operations
                  For the Three Months Ended September 30, 2003

                                  CPC        Y-Tel        Pro Forma
                              ----------  -----------    -----------
Revenues                      $       -   $        -     $        -

Net Loss                           (552)     (14,736)       (15,288)
                              =========   ==========     ==========
Basic and diluted loss per
common share                  $       -   $        -     $        -
                              =========   ==========     ==========
Basic and diluted weighted
average common
shares outstanding            4,569,161   10,000,000     14,569,161
                              =========   ==========     ==========

                   Unaudited Pro Forma Statement of Operations
                  For the Nine Months Ended September 30, 2003

                                  CPC        Y-Tel        Pro Forma
                              ----------  -----------    -----------
Revenues                      $       -   $        -     $        -

Net Loss                         (2,271)     (14,736)       (15,288)
                              =========   ==========     ==========
Basic and diluted loss per
common share                  $       -   $        -     $        -
                              =========   ==========     ==========
Basic and diluted weighted
average common
shares outstanding            4,566,720   10,000,000     14,566,720
                              =========   ==========     ==========
                                      F-8
<PAGE>
Item 2 - Management's Discussion and Analysis or Plan of Operation

General

In addition to historical  information,  management's discussion and analysis or
plan of operation includes certain forward-looking  statements,  including,  but
not limited to, those  related to our growth and  strategies,  future  operating
results and financial position as well as economic and market events and trends.
All  forward-looking  statements made by us,  including such statements  herein,
include  material  risks and  uncertainties  and are subject to change  based on
factors beyond our control.

The following  discussion  of our financial  condition and results of operations
should be read in  connection  with our financial  statements  and notes thereto
appearing elsewhere herein.

We have 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. Our activities to date have consisted
primarily of organizational and equity fund-raising activities.

Since  inception,  we have funded our operations  primarily  through the private
placement of equity securities and advances from our primary shareholder.  As of
September  30, 2004 our cash  balance was $5,692 and will not satisfy our future
cash requirements.

On  October  12,  2004,  the  Company  entered  into an  Agreement  and  Plan of
Reorganization  (the  "Agreement")  with  Y-Tel  International,  LLC,  a Florida
limited  liability  company  ("Y-Tel").  Such  transaction  was accounted for as
reorganization.

Simultaneously with the closing of the acquisition, Mr. Pack, the then President
and director of the Company,  sold  1,450,400  restricted  shares of his Company
common  stock for $158,334 to Health Care  Services,  L.L.C.  ("HCS").  HCS is a
business associate of Y-Tel but it or its officers,  directors,  or managers are
not  affiliates of either Y-Tel or the Company.  The shares were acquired by HCS
for  investment  purposes  and not with a view  toward  distribution.  Mr.  Pack
resigned as President at the time of closing of the  acquisition  and  effective
October 27, 2004 resigned from the Board of Directors.

Immediately  prior to the  acquisition,  the Company had  4,579,900  outstanding
shares of  common  stock  and no  outstanding  shares  of  preferred  stock.  In
accordance  with the  Agreement,  the Company  issued  10,000,000  shares of its
common  stock to the  members of Y-Tel in  exchange  for all of the  outstanding
membership  interests  of  Y-Tel.  Immediately  after the  acquisition,  (i) the
current  stockholders of the Company owned 3,129,500  shares,  or  approximately
21%, and (ii) the Company is now controlled by the former members of Y-Tel,  who
own 69% of the  outstanding  Company  shares.  The share  exchange  ratio in the
acquisition was determined through arms-length  negotiations between the Company
and Y-Tel.







                                      F-9
<PAGE>
Management  accounted for the  reorganization  as a capital  stock  transaction.
Accordingly,  the reorganization  will be reported as a recapitalization  of the
Company.  Y-Tel is considered the acquirer for  accounting  purposes (a "reverse
acquisition")  because of (a) its majority  ownership  of the  Company,  (b) its
representation on the Company's board of directors, and (c) executive management
positions held by former officers of Y-Tel.

In connection with the  reorganization,  the Company has entered into employment
agreements  with two officers.  Such  agreements are in effect through July 2006
and continue in effect from year to year thereafter unless otherwise terminated,
pursuant to the terms of such  contracts.  Future annual minimum  payments under
these  employment  agreements   approximate  $288,000,   with  potential  annual
increases as defined. In connection with the employment agreements,  the Company
issued an aggregate of 1,000,000 options to purchase common stock of the Company
to the two officers,  with and exercise price of $0.10,  which vest  immediately
and expire  through  October  2014.  The  Company  also issued an  aggregate  of
1,500,000   options  to  purchase   common  stock  of  the  Company  to  various
consultants,  with an exercise price of $0.05 which vest  immediately and expire
through September 2007.


Item 3 - Controls and Procedures

As of September 30, 2004, we carried out an evaluation of the  effectiveness  of
the design  and  operation  of our  disclosure  controls  and  procedures.  This
evaluation was carried out under the supervision and with the  participation  of
our principal executive  officer/principal  financial officer who concluded that
our  disclosure  controls  and  procedures  are  effective.  There  have been no
significant  changes in our internal  controls or in other factors,  which could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be disclosed in our reports filed or submitted  under the Securities
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 our
reports  filed  under  the  Exchange  Act is  accumulated  and  communicated  to
management,   including  our  principal  executive  officer/principal  financial
officer, to allow timely decisions regarding required disclosure.
















                                      F-10
<PAGE>
                                     PART II

Item 1 - Legal Proceedings

     None

Item 2 - Changes in Securities

     On September 3, 2004, we extended, by one year, the expiration dates of our
     warrants.  The Series A warrants  now expire on  September  4, 2005 and the
     Series B warrants on September 4, 2006.

Item 3 - Defaults upon Senior Securities

     Not applicable.

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

     Not applicable.

Item 5 - Other Information

     None.

Item 6 - Exhibits

        (a)    Exhibits

               Exhibit 31.1- Certification  pursuant to 18 U.S.C.  Section 1350,
               ------------
               as adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of
               2002 of the President and Chief Executive Officer,  and the Chief
               Financial Officer of the Corporation.

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


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

                         Consolidated Pictures Corp.
                                 (Registrant)
         By:    /s/ Steve Lipman
                ------------------------------
                   Steve Lipman, President and CEO

       Date:    November 15, 2004





                                      F-11