****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 September 30, 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 |
| Florida Studios        3200 W. Oakland Park Blvd.        Fort Lauderdale, FL 33311        Telephone No.: 954/661-4554 |
|                                                                                                                       |
| New address                                                                                                           |
|                                                                                                                  |
| 54 Hamilton Terrace, New York, NY 10031        Telephone No.: 646/554-4768                                            |
|                                                                                                                       |
| Former address                                                                                                        |

| 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        September 30, 2002 was 4,565,500.

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**                                                                |

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****PART I****
| **Consolidated Pictures Corp.**      (a development stage company)      Balance Sheets |
|----------------------------------------------------------------------------------------|
|                                                                                   |   |   |   |   | **September        30, 2002        (Unaudited)** |   | **December      31, 2001** |
|                                                                                   |   |   |   |   |  |   |  |
| **ASSETS**                                                                             |
| Current Assets:                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                   |   | Cash and Cash Equivalents |   | $ | 7,171 |   |   |   |   |   |   |   | $ | 2,569 |   |   |   |   |   |
|                                                                                   |   | Deferred Offering Costs (note 1) |   |   | 2,260 |   |   |   |   |   |   |   |   | 2,260 |   |   |   |   |   |
|                                                                                   |   |   |   |   |  |   |   |   |   |   |   |   |  |   |   |   |   |   |
|                                                                                   | Total Current Assets |   |   |  9,431 |   |   |   |   |   |   |   |   |  4,829 |   |   |   |   |   |
|                                                                                   |   |   |   |   |  |   |   |   |   |   |   |  |   |   |   |   |
| Total Assets                                                                           |   |   | 9,431  |   |   |   |   |   |   |   |   |  4,829 |   |   |   |   |   |
|                                                                                   |   |   |   |   |  |   |   |   |   |   |   |  |   |   |   |   |
| **LIABILITIES &        STOCKHOLDERS' EQUITY (DEFICIT)**                            |
|                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Current Liabilities:                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                   |   | Accounts Payable |   |   | 1,394 |   |   |   |   |   |   |   |   | 788 |   |   |   |   |   |
|                                                                                   |   | Loans Payable |   |   | 1,000 |   |   |   |   |   |   |   |   | 2,500 |   |   |   |   |   |
|                                                                                   |   |   |   |  |   |   |   |   |   |   |   |  |   |   |   |   |   |
|                                                                                   | Total Current Liabilities |   |   |  2,394 |   |   |   |   |   |   |   |   |  3,288 |   |   |   |   |   |
|                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |    |   |   |   |   |   |
| Advances from Stockholder (note 2)                                                     |   |   | 5,943  |   |   |   |   |   |   |   |   | 3,566  |   |   |   |   |   |
|                                                                                   |   |   |   |   |  |   |   |   |   |   |   |  |   |   |   |   |
| Total Liabilities                                                                      |   |   | 8,337  |   |   |   |   |   |   |   |   | 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 4,565,500      at September 30, 2002; 4,550,000 at December 31, 2001 |   |   | 457 |   |   |   |   |   |   |   |   | 455 |   |   |   |   |   |
|                                                                                   |   | Additional Paid-in Capital |   |   | 8,943 |   |   |   |   |   |   |   |   | 1,545 |   |   |   |   |   |
|                                                                                   |   | Deficit Accumulated during Development Stage |   |   | (8,306 | ) |   |   |   |   |   |   |   | (4,025 | ) |   |   |   |   |
|                                                                                   |   |   |   |   |  |   |   |   |   |   |   |   |  |   |   |   |   |   |
| Total Stockholders' Equity (Deficit)                                                   |   |   |  1,094 |   |   |   |   |   |   |   |   |  (2,025 | )  |   |   |   |   |
|                                                                                   |   |   |   |   |  |   |   |   |   |   |   |  |   |   |   |   |
| Total Liabilities & Stockholders' Equity      (Deficit)                            |   |  $ | 9,431  |   |   |   |   |   |   |   |  $ | 4,829  |   |   |   |   |   |
|                                                                                   |   |   |   |   |  |   |   |   |   |   |   |  |   |   |   |   |
| See Notes to Financial Statements                                                      |

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****
| **Consolidated Pictures Corp.**           (a development stage company)           Statements of Operations           (Unaudited) |
|----------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                             |   |   |   |   | **Three months ended** |   | **Nine months ended** |   | **January 16,      2001      (inception) to      September 30,      2002** |
|                                                                                                                             |   |   |   |   | **September 30,        2002** |   | **September 30,      2001** |   | **September 30,      2002** |   | **September 30,      2001** |   |
|                                                                                                                             |   |   |   |   |  |   |  |   |  |   |  |   |  |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |  |  |   |   |  |  |   |   |   |   |   |
| Net Sales                                                                                                                        |   | $ | 0 |   |   | $ | 0 |   |   | $ | 0 |   |   | $ | 0 |   |   | $ | 0 |   |
| Costs Applicable to Sales & Revenue                                                                                          |   |   | 0 |   |   |   | 0 |   |   |  | 0 |   |   |  | 0 |   |   |   | 0 |   |
|                                                                                                                             |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Gross Profit                                                                                                                     |   |   | 0 |   |   |   | 0 |   |   |  | 0 |   |   |  | 0 |   |   |   | 0 |   |
|                                                                                                                             |   |   |   |   |   |   |   |   |   |  |  |   |   |  |  |   |   |   |   |   |
| Selling, General & Administrative Expenses                                                                                   |   |   | 1,822 |   |   |   | 1,313 |   |   |  | 4,281 |   |   |  | 2,702 |   |   |   | 8,306 |   |
|                                                                                                                             |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Loss Before Income Taxes                                                                                                         |   |   | (1,822 | ) |   |   | (1,313 | ) |   |  | (4,281 | ) |   |  | (2,702 | ) |   |   | (8,306 | ) |
| Income Taxes                                                                                                                     |   |   | 0 |   |   |   | 0 |   |   |  | 0 |   |   |  | 0 |   |   |   | 0 |   |
|                                                                                                                             |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Net Loss                                                                                                                         |   | $ | (1,822 | ) |   | $ | (1.313 | ) |   |  | (4,281 | ) |   |  | (2,702 | ) |   | $ | (8,306 | ) |
|                                                                                                                             |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Basic Net Loss Per Share                                                                                                         |   | $ | NIL |   |   | $ | NIL |   |   |  | NIL |   |   |  | NIL |   |   | $ | NIL |   |
|                                                                                                                             |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Weighted Average Common Shares Outstanding                                                                                       |   |   | 4,558,538 |   |   |   | 4,514,674 |   |   |  | 4,552,846 |   |   |  | 4,505,233 |   |   |   | 4,532,722 |   |
|                                                                                                                             |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
| See Notes to Financial Statements                                                                                                |

----

****
| **Consolidated Pictures Corp.**         (a development stage company)         Statements of Cash Flows         (Unaudited) |
|----------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                       |   |   |   |   | **Nine months ended** |   |   | **January 16,      2001      (inception) to      September 30,       2002** |   |   |
|                                                                                                                       |   |   |   |   | **September 30,        2002** |   | **September      30,      2001** |   |   |   |   |
|                                                                                                                       |   |   |   |   |  |   |  |   |   |  |   |   |
| Operating Activities                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                       | Net Loss |   | $ | (4,281 | ) |   | $ | (2,702 | ) |   | $ | (8,306 | ) |   |
|                                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Adjustments to Reconcile Net Loss to Cash                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                       | Change in Operating Assets and Liabilities: |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                       |   | Accounts Payable |   |   | 606 |  |   |   | 1,700 |   |   |   | 1,394 |   |   |
|                                                                                                                       |   | Deferred Offering Costs |   |   |   | 0 |   |   |   | (2,133 | ) |   |   | (2,260 | ) |   |
|                                                                                                                       |   |   |  |   |   |  |   |   |  |   |   |
| Cash Consumed by Operating Activities                                                                                      |   |   |   | (3,675 | ) |   | (3,135 | ) |   |   | (9,172 | ) |   |
|                                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Financing Activities                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                       | Proceeds from the Issuance of Common Stock |   |   |   | 7,400 |   |   |   | 2,000 |   |   |   | 9,400 |   |   |
|                                                                                                                       | Advance from Stockholder |   |   |   | 2,377 |   |   |   | 1,566 |   |   |   | 5,943 |   |   |
|                                                                                                                       | Proceeds (Repayment) of Loans Payable |   |   |   | (1,500 | ) |   |   | 0 |   |   |   | 1,000 |   |   |
|                                                                                                                       |   |   |   |   |  |   |   |  |   |   |  |   |   |
| Cash Generated from Financing Activities                                                                                   |   |   | 8,277 |   |   |   | 3,566 |   |   |   | 16,343 |   |   |
|                                                                                                                       |   |   |   |   |  |   |   |  |   |   |  |   |   |
| Change in Cash                                                                                                             |   |   | 4,602 |  |   |   | 431 |   |   |   | 7,171 |   |   |
| Cash - Beginning                                                                                                           |   |   | 2,569 |   |   |   | 0 |   |   |   | 0 |   |   |
|                                                                                                                       |   |   |   |   |  |   |   |  |   |   |  |   |   |
| Cash - End                                                                                                                 |   | $ | 7,171 |   |   | $ | 431 |   |   | $ | 7,171 |   |   |
|                                                                                                                       |   |   |   |   |  |   |   |  |   |   |  |   |   |
| See Notes to Financial Statements                                                                                          |

----

****
****CONSOLIDATED PICTURES CORP.**       (a development stage company)       Summary of Significant Accounting Policies  September 30, 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 $8,306 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  September 30, 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 September  30, 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 September 30, 2002, the controlling  stockholder advanced $5,943 to the Company. The advances are non-interest bearing,  unsecured and due on October 31, 2003. 

>  The Company's amendment to its registration statement, filed with  the Securities and Exchange Commission, became effective in September 2002.  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. As of September 30, 2002, the Company sold 15,500 units and received  net proceeds of $7,400 after offering expenses of $350.

>  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, 2002, no options had been granted. 

**Item 2. Management's Discussion and Analysis and Plan of Operation.****General**        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.        On August 26, 2002, we relocated our operations  to Florida Studios, 3200 W. Oakland Park Blvd., Fort Lauderdale, Florida 33311.  **Status of Public Offering of Securities**        On September 4, 2001, our registration statement  for the sale of 500,000 units consisting of common stock and warrants was deemed  effective by the Securities and Exchange Commission. On August 29, 2002, we  filed a Post Effective Amendment which became effective September 4, 2002. The  Amendment updates financial information and extends the termination of the offering  until September 4, 2003, and extends the Class A and Class B warrants from September  4, 2002 and September 4, 2003, to September 4, 2003 and September 4, 2004, respectively.  As of September 30, 2002, we had sold 15,500 units, consisting of 15,500 shares  of common stock, 15,500 Class A warrants and 15,500 Class B warrants. We received  $7,750 gross proceeds from the sale of the units at $0.50 per unit. From the  gross proceeds, we used $350 for Blue Sky fees, resulting in net proceeds of  $7,400. From the net proceeds, we used $500 for repayment of loans payable,  and the balance of $6,900 was retained for working capital.**Results of Operations**        The following discussion and analysis provides  information our management believes is relevant to an assessment and understanding  of our results of operations and financial condition. The discussion should  be read in conjunction with the financial statements and footnotes that appear  elsewhere in this report.*Three months ended September 30, 2002 and three months ended September 30,  2001:*        **Sales and Cost of Sales.** We are presently  in the development stage of our motion picture production business. We did not  have any sales or cost of sales since inception, January 16, 2001, through September  30, 2002.        **Expenses.** Selling, general and administrative  expenses for the quarter ended September 30, 2002 were $1,822, which was 39%  more than the selling, general, and administrative expenses of $1,313 for the  quarter ended September 30, 2001. The selling, general, and administrative expenses  for the quarter ended September 30, 2002 of $1,822 included travel, $500; stationery  and supplies, $605; communications, $384; and miscellaneous, $333. In the like  period ended September 30, 2001, the selling, general, and administrative expenses  of $1,313 included travel, $282; promotion, $317; stationery and supplies, $448;  and miscellaneous expenses, $266.        **Losses.** Our net loss, before taxes,  for the quarter ended September 30, 2002 was $1,822, which was 39% more than  the net loss, before taxes, for the quarter ended September 30, 2001 of $1,313.        We have not reduced our net loss for the  quarter ended September 30, 2002, by any tax benefit and, therefore, our net  loss after taxes is the same as the net loss before taxes.        Our loss per share for the quarter ended  September 30, 2002 and the quarter ended September 30, 2001 was $ NIL in both  periods. The loss per share was based on 4,558,538 weighted average common shares  outstanding for the quarter ended September 30, 2002, and 4,514,674 weighted  average common shares outstanding for the quarter ended September 30, 2001.

*Nine months ended September 30, 2002 and nine months ended September 30,  2001; and from inception, January 16, 2001, through September 30, 2002:*

      **Expenses.** Selling, general and administrative  expenses for nine months ended September 30, 2002 were $4,281, which was 58%  more than the selling, general, and administrative expenses of $2,702 for the  nine months ended September 30, 2001. The selling, general, and administrative  expenses for the nine months ended September 30, 2002 of $4,281 included travel,  $912; stationery and supplies, $861; communications, $964; and miscellaneous,  $1,544. In the like period ended September 30, 2001, the selling, general, and  administrative expenses of $2,702 included travel, $674; promotion, $626; stationery  and supplies, $580; organization expense, $394; and miscellaneous expenses,  $428. Since inception, January 16, 2001, through September 30, 2002, total selling,  general and administrative expenses were $8,306.        **Losses.** Our net loss, before taxes,  for the nine months ended September 30, 2002 was $4,281, which was 58% more  that the net loss, before taxes, for the nine months ended September 30, 2001  of $2,702. Our total loss since inception was $8,306.        We have not reduced our net loss for the  nine months ended September 30, 2002, by any tax benefit and, therefore, our  net loss after taxes is the same as the net loss before taxes.        Our loss per share for the nine months ended  September 30, 2002 and the nine months ended September 30, 2001 was $ NIL in  both periods. The loss per share was based on 4,552,846 weighted average common  shares outstanding for the nine months ended September 30, 2002, and 4,505,233  weighted average common shares outstanding for the nine months ended September  30, 2001.

*Operations for the nine months ended September 30, 2002, nine months ended  September 30, 2001, and from inception, January 16, 2001, through September  30, 2002:*        During the period, since inception, January  16, 2001, through September 30, 2002, we primarily arranged for our public offering.  We expect to continue with fundraising activities at least through September  4, 2003.**Liquidity and Capital Resources**        As of September 30, 2002, we had cash in  the amount of $7,171.        We have not generated cash flow from our  operations. In fact, our operating activities consumed $3,675 for the nine months  ended September 30, 2002, compared to $3,135 for the nine months ended September  30, 2001. Since inception, we have consumed cash in the amount of $9,172.        We intend to meet our cash needs over the  next 12 months through the sale of our securities in our public offering.        **Capital Expenditures.** Since inception,  we have not made any capital expenditures.**Plan of Operation**        We presently do not have enough cash with  which to satisfy any future cash requirements. We will need a minimum of $62,500  from our current public offering to satisfy our cash requirements for the next  12 months. With this minimum capital, we intend to produce our film properties  and develop our websites.        We plan to produce as many film properties  as permitted by the proceeds available, as they are received, from the current  offering. We anticipate that the cost of development of each of our film properties  will be approximately $25,000. Production of a film property includes the completion  of all stages of production: development, pre-production, production, and post-production.        We plan to develop our websites so that  customers can place orders for our DVDs on our websites. We anticipate that  the cost to develop our websites to a point so that they are aesthetically and  functionally sufficient for the next 12 months will be a minimum of $5,000.        We do not expect any significant purchases  of equipment or any significant changes in the number of employees, as we will  utilize independent contractors, consultants, and other non-employee creative  personnel to assist in developing, producing and promoting our motion pictures  and Internet properties.        We depend upon capital to be derived from  our current public offering. There can be no assurance that we will be successful  in raising the capital we require. We believe that, if we raise a minimum of  $62,500 from the current offering, we will be able to generate revenue from  sales and thereby achieve sufficient liquidity from the resultant sales within  the next 12 months.        We have not generated any revenue since  our inception. We are considered to be a development stage company, and are  dependent upon the raising of capital through placement of our securities. There  can be no assurance that we will be successful in raising the capital we require  through the sale of our securities.**Employees**        We currently have one employee, our president  and chief executive officer, Mr. Avery Pack. We will utilize independent contractors,  consultants, and other creative personnel to occasionally assist in developing,  producing and promoting our motion pictures and Internet properties. Independent  contractors are generally paid on a commission, hourly or job-related basis,  depending on the services being performed.        

****PART II****

      None.

      The expiration date of our Class A warrants  was extended from September 4, 2002 to September 4, 2003 and the expiration  of our Class B warrants was extended from September 4, 2003 to September 4,  2004.        During the quarter ended September 30, 2002,  there were no securities issued other than 15,500 units, which were sold pursuant  to a Registration Statement on Form SB-2 (No. 333-61892) declared effective  September 4, 2001 and amended by post-effective amendment on September 4, 2002.  The 15,500 units consisted of 15,500 shares of common stock and 15,500 Class  A warrants and 15,500 Class B warrants.        As of September 30, 2002, we had 4,565,500  shares of common stock outstanding.        We received $7,750 from the sales of 15,500  units at $0.50 per unit. From the gross proceeds, we used $350 for Blue Sky  fees, resulting in net proceeds of $7,400. From the net proceeds, we used $500  for repayment of loans payable, and the balance of $6,900 was retained for working  capital. **Item 3. Defaults Upon Senior Securities.**

      Not applicable.

      Not applicable.

      Not applicable.

|   | (a) |  | Exhibit 99.1- Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer of the Corporation.          
Exhibit 99.2- Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer of the Corporation. |
|--------|-----|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |   |   |
|        | (b) |  | There were no Reports on Form 8-K filed during the period covered by this report.                                                                                                                                                                                                                                                                                                         |

****SIGNATURES****
|        |        | Consolidated Pictures Corp.                                                                |   |
|--------|--------|--------------------------------------------------------------------------------------------|--------|
|        |        |                                                                                            |   |
|        |        | (Registrant)                                                                               |   |
|        |        |                                                                                       |   |
| By:    |   | /s/ Avery Pack                                                                             |   |
|        |        |                                                                                            |   |
|        |        | Avery Pack         President, Chief Executive Officer,         and Chief Financial Officer |   |
|   |   |                                                                                       |   |
| Date:  |   | October 28, 2002                                                                           |   |
|   |   |                                                                                            |   |