**UNITED STATESSECURITIES 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, 2004.                    |
|-----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| [ ] |   | 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 |
| 2789 NE 5th Street               Pompano Beach, FL 33062 |

| 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               As of May 17, 2004, there were 4,579,900 shares of the issuer’s common stock outstanding.

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

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| **CONSOLIDATED PICTURES CORP.****FORM 10-QSB/A               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 |
| Item 3                                                                           |   | Controls and Procedures |
|                                                                             |   |   |
| **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**

**Item 1 - Financial Statements**

| **Consolidated Pictures Corp.**               (a development stage company)               Balance Sheet |
|---------------------------------------------------------------------------------------------------------|
|                                                                                                    |   |   |   |   | **March 31,               2004****(unaudited)** |   | **December 31,               2003** |
|                                                                                                    |   |   |   |   |  |   |  |
| **ASSETS**                                                                                              |
| Current Assets:                                                                                         |   |   |   |   |   |   |   |   |   |
|                                                                                                    |   | Cash and Cash Equivalents |   | $ | 7,569 |   |   |   | $ | 8,025 |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
|                                                                                                    | Total Current Assets |   |   |  7,569 |   |   |   |   | 8,025 |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| Total Assets                                                                                            |   |   |  7,569 |   |   |   |   | 8,025 |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| **LIABILITIES and  STOCKHOLDERS' EQUITY**                                                          |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| Current Liabilities:                                                                                    |   |   |   |   |   |   |   |   |   |
|                                                                                                    |   | Accounts Payable |   |   |  329 |   |   |   |   | 105 |   |
|                                                                                                    |   |   |   |  |   |   |  |   |
|                                                                                                    | Total Current Liabilities |   |   |  329 |   |   |   |   | 105 |   |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Advances from Stockholder                                                                               |   |   |  7,053 |   |   |   |   | 6,993 |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| Total Liabilities                                                                                       |   |   |  7,382 |   |   |   |   | 7,098 |   |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| 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 4,579,900 |   |   |  458 |   |   |   |   | 458 |   |
|                                                                                                    |   | Additional Paid-in Capital |   |   |  13,451 |   |   |   |   | 13,451 |   |
|                                                                                                    |   | Deficit Accumulated during Development Stage |   |   |  (13,722 | ) |   |   |   | (12,982 | ) |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| Total Stockholders' Equity                                                                              |   |   |  187 |   |   |   |   | 927  |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| Total Liabilities and Stockholders' Equity                                                              |   | $ |  7,569 |   |   |   |  $ | 8,025 |   |
|                                                                                                    |   |   |   |   |   |  |   |   |  |   |
| See Notes to Financial Statements                                                                       |

F-1

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| **Consolidated Pictures Corp.**               (a development stage company)               Statement of Operations               (unaudited) |
|---------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                        |   |   |   |   | **Three Months ended** |   |   | **January 16,               2001****(inception) to****March 31,               2004** |
|                                                                                                                                        |   |   |   |   | **March 31,               2004** |   | **March 31,               2003** |   |   |
|                                                                                                                                        |   |   |   |   |  |   |  |   |  |  |  |
|                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net Sales                                                                                                                                   |   | $ | 0 |   |   | $ | 0 |   |   |   |   |   | $ | 0 |   |
| Costs Applicable to Sales and Revenue                                                                                                       |   |   | 0 |   |   |   | 0 |   |   |   |   |   |   | 0 |   |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |   |  |   |
| Gross Profit                                                                                                                                |   |   | 0 |   |   |   | 0 |   |   |   |   |   |   | 0 |   |
|                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Selling, General and Administrative Expenses                                                                                                |   |   | 740 |   |   |   | 947 |   |   |   |   |   |   | 13,722 |   |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |   |  |   |
| Loss Before Income Taxes                                                                                                                    |   |   | (740 | ) |   |   | (947 | ) |   |   |   |   |   | (13,722 | ) |
| Income Taxes                                                                                                                                |   |   | 0 |   |   |   | 0 |   |   |   |   |   |   | 0 |   |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |   |  |   |
| Net Loss                                                                                                                                    |   | $ | (740 | ) |   | $ | (947 | ) |   |   |   |   | $ | (13,722 | ) |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |   |  |   |
| Basic Net Loss per Share                                                                                                                    |   | $ | (NIL | )  |   | $ | (NIL | )  |   |   |   |   | $ | (NIL | )  |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |   |  |   |
| Weighted Average Common Shares Outstanding                                                                                                  |   |   | 4,579,900 |   |   |   | 4,565,500 |   |   |   |   |   |   | 4,560,462 |   |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |   |  |   |
| See Notes to Financial Statements                                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

F-2

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| **Consolidated Pictures Corp.**               (a development stage company)               Statement of Cash Flows               (unaudited) |
|---------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                        |   |   |   |   | **Three months ended** |   |   | **January 16,               2001****(inception)               to****March 31,               2004** |   |   |
|                                                                                                                                        |   |   |   |   | **March 31,               2004** |   | **March 31,               2003** |   |   |   |   |
|                                                                                                                                        |   |   |   |   |  |   |  |   |   |  |   |   |
| Operating Activities                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                        | Net Loss |   | $ | (740 | ) |   | $ | (947 | ) |   |   | $ | (13,722 | ) |   |
|                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Adjustments to Reconcile Net Loss to Cash                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                        | Change in Operating Assets and Liabilities: |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                        |   | Accounts Payable |   |   | 224 |   |   |   | (102 | )  |   |   | 329 |   |   |
|                                                                                                                                        |   |   |  |   |   |  |   |   |  |  |   |   |
| Cash Consumed by Operating Activities                                                                                                       |   |   |   | (516 | ) |   | (1,049 | ) |   |   | (13,393 | ) |   |
|                                                                                                                                        |   |   |   |  |   |   |  |   |   |   |  |   |   |
| Financing Activities                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                        | Proceeds from the Issuance of Common Stock |   |   |   | 0 |   |   |   | 0 |   |   |   | 13,909 |   |   |
|                                                                                                                                        | Advance from Stockholder |   |   |   | 60 |   |   |   | 0 |   |   |   | 7,053 |   |   |
|                                                                                                                                        |   |   |   |   |  |   |   |  |   |   |  |  |   |   |
| Cash Generated from Financing Activities                                                                                                    |   |   | 60 |   |   |   | 0 |   |   |   | 20,962 |   |   |
|                                                                                                                                        |   |   |   |   |  |   |   |  |   |   |  |  |   |   |
| Change in Cash                                                                                                                              |   |   | (456 | )  |   |   | (1,049 | )  |   |   | 7,569 |   |   |
| Cash - Beginning                                                                                                                            |   |   | 8,025 |   |   |   | 5,432 |   |   |   | 0 |   |   |
|                                                                                                                                        |   |   |   |   |  |   |   |  |   |   |  |  |   |   |
| Cash - End                                                                                                                                  |   | $ | 7,569 |   |   | $ | 4,383 |   |   |   | $ | 7,569 |   |   |
|                                                                                                                                        |   |   |   |   |  |   |   |  |   |   |  |  |   |   |
| See Notes to Financial Statements                                                                                                           |

F-3

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**Nature of Development Stage Operations**

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.

**Fiscal Year**

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

**Use of Estimates**

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.

**Cash and Cash Equivalents**

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 and Expense Recognition**

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**

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 elected to continue to account for stock-based compensation to employees under APB 25 but will make the required SFAS 123 pro forma disclosures in accordance with SFAS 123.

**Earnings per Common Share**

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.

**Income Taxes**

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 carryforwards. 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 approximately $13,000 in net operating loss carryforwards available to reduce future taxable income. These carryforwards expire at various dates beginning in 2022 through 2024. 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.

**Start-up Costs**

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

**Recent Accounting Pronouncements**

The Company's management has reviewed the recent accounting pronouncements issued by the Financial Accounting Standards Board and determined that they are not applicable to the Company's present operations. The Company plans to reconsider the impact of adoption of the new standards upon change of the Company's circumstances. 

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**Note 1** - **Interim Financial Statements**

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.

**Note 2 - Stockholders' Equity**

**            Stock Issued for Services**

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

**            Initial Public Offering**

On September 4, 2003, the Company closed its public offering of units of securities. Each unit was offered at $0.50 and consisted of one share of common stock; one Class A and one Class B warrant. Upon the closing of the offering, the Company had sold a total of 27,900 units consisting of 27,900 shares of common stock; 27,900 Class A warrants and 27,900 Class B warrants and received net proceeds of $10,909 after offering expenses of $3,041. Of this total, $7,400, net of expenses of $350, was recorded in 2002 and $3,509, net of expenses of $431 and deferred offering costs of $2,260, was recorded in 2003. 

**Note 3 - Warrants**

As of March 31, 2004, the Company had 27,900 Class A warrants and 27,900 Class B warrants outstanding. 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 has been extended to September 4, 2004. The Class B warrants are exercisable at $1.50 per share and their expiration date has been extended until September 4, 2005. Due to the limited size of the Company's initial public offering of common stock and warrants, and considering the expiration dates and exercise prices of the warrants, no value was assigned to the warrants.

**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 March 31, 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 due on April 30, 2005.

**Note 6 - Litigation and Commitments**

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

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**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.**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 in this quarterly report and in    our annual report on Form 10-KSB for the year ended December 31, 2003.*Three months ended**March 31, 2004**and three months ended**March 31, 2003**and from Inception,**January 16, 2001**, through**March 31, 2004**:***           ****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 March 31, 2004.**           ****Expenses -** Selling, general and administrative expenses for the quarter ended March 31, 2004 were $740, which was 22% less than the selling, general, and administrative expenses of $947 for the quarter ended March 31, 2003. The selling, general, and administrative expenses for the quarter ended March 31, 2004 of $740 included; communications, $380; stationery and supplies, $67; and miscellaneous, $293. In the like period ended March 31, 2003, the selling, general, and administrative expenses of $947 included communications, $424; stationery and supplies, $86; and miscellaneous, $437.

**           ** Since inception on January 16, 2001, total selling, general and administrative expenses were $13,722.**           ****Losses -** Our net loss, before taxes, for the quarter ended March 31, 2004 was $740, which was 22% less than the net loss, before taxes, for the quarter ended March 31, 2003 of $947. Our total loss since inception has been $13,722.**           ** We have not reduced our net loss for the quarter ended March 31, 2004, 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 March 31, 2004, the quarter ended March 31, 2003 and since inception was $ NIL in all three periods. The loss per share was based on 4,579,900 weighted average common shares outstanding for the quarter ended March 31, 2004;  4,565,500 weighted average common shares outstanding for the quarter ended March 31, 2003; and 4,560,462 weighted average common shares outstanding for the period since inception.

*Operations for the Three Months Ended March 31, 2004, Three Months Ended March 31, 2003, and from Inception, January 16, 2001, through March 31, 2004:***           ** During the period, since inception, January 16, 2001, through March 31, 2004, we primarily arranged for raising capital. We expect to continue with fundraising activities until such time as we have sufficient funds to commence film production.

**Liquidity and Capital Resources****           ** As of March 31, 2004, we had cash in the amount of $7,569, compared to $8,025 at December 31, 2003. **           **

**           ** We have not generated cash flow from our operations. In fact, our operating activities consumed $516 for the three months ended March 31, 2004, compared to $1,049 for the three months ended March 31, 2003. Since inception, we have consumed cash in the amount of $13,393.**           ** We intend to meet our cash needs over the next 12 months through borrowings or through the sale of our securities in either a public or private offering.**Capital Expenditures**

**           ** Since inception, we have not made any capital expenditures. Assuming we have the funds or credit available, we plan to purchase digital video and audio production and post-production equipment and software.  We estimate the total equipment expenses will be less than $12,500.  The equipment will include cameras, lighting and sound equipment as well as software-based post-production tools.

 **Plan of Operation****           ** We presently do not have enough cash with which to satisfy any future cash requirements. We will need a minimum of $50,000 from either borrowings or private stock offerings to satisfy our cash requirements for the next 12 months. With this minimum funding, 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 received. 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 depend upon capital to be derived from future private offerings. 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 $50,000, 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 do not expect 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.

**Item 3 - Controls and Procedures**

**           ** Within the 90 days prior to the filing date of this report, 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 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, to allow timely decisions regarding required disclosure.

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**PART II**

**Item 1 - Legal Proceedings**

**           ** None

**Item 2 - Changes in Securities**

**           ** None

**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**

**           **    Effective May 6, 2004, our Common Stock was approved for trading on the    OTC Bulletin Board under the symbol "CPUR."

**Item 6 - Exhibits and Reports on Form 8-K**
|   | (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 Principal Executive Officer and Principal 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 Principal Executive Officer and Principal Financial Officer of the Corporation. |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   | (b)    |   | Reports on Form 8-K

There were no Reports on Form 8-K filed during the period covered by this report.                                                                                                                                                                                                                                                                                                                                                             |

**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/ Avery Pack                                                                                         |   |
|   |   |                                                                                                        |   |
|   |   | Avery Pack               President, Chief Executive Officer,               and Chief Financial Officer |   |
|   |   |                                                                                                   |   |
| Date:  |   | May 17, 2004                                                                                           |   |
|   |   |                                                                                                        |   |