**UNITED STATES    SECURITIES AND EXCHANGE COMMISSION****Washington****,****D.C.********20549**Form 10-QSB/AAmendment No. 1

| [X] |   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003.                    |
|-----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| [ ] |   | 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            Telephone No.: 954/661-4554

Former Address:             3200 W. Oakland Park Blvd.            Fort Lauderdale, FL 33311 |

| 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 March 31, 2003 was 4,565,500.

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

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**Explanatory note on Amendment: **

| **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,****2003****(unaudited)** |   | **December 31,               2002** |
|                                                                                                    |   |   |   |   |  |   |  |
| **ASSETS**                                                                                              |
| Current Assets:                                                                                         |   |   |   |   |   |   |   |   |
|                                                                                                    |   | Cash and Cash Equivalents |   | $ | 4,383 |   |   | $ | 5,432 |   |
|                                                                                                    |   | Deferred Offering Costs |   |   | 2,260 |   |   |   | 2,260 |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
|                                                                                                    | Total Current Assets |   |   | 6,643 |   |   |   | 7,692 |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| Total Assets                                                                                            |   |   | 6,643 |   |   |   | 7,692 |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| **LIABILITIES and  STOCKHOLDERS' EQUITY (DEFICIT)**                                                |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Current Liabilities:                                                                                    |   |   |   |   |   |   |   |   |
|                                                                                                    |   | Accounts Payable |   |   | 314 |   |   |   | 416 |   |
|                                                                                                    |   | Loans Payable |   |   | 1,000 |   |   |   | 1,000 |   |
|                                                                                                    |   |   |   |  |   |   |  |   |
|                                                                                                    | Total Current Liabilities |   |   | 1,314 |   |   |   | 1,416 |   |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| Advances from Stockholder                                                                               |   |   | 5,943 |   |   |   | 5,943 |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| Total Liabilities                                                                                       |   |   | 7,257 |   |   |   | 7,359 |   |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| 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 March 31, 2003 and December 31, 2002 |   |   | 457 |   |   |   | 457 |   |
|                                                                                                    |   | Additional Paid-in Capital |   |   | 8,943 |   |   |   | 8,943 |   |
|                                                                                                    |   | Deficit Accumulated during Development Stage |   |   | (10,014 | ) |   |   | (9,067 | ) |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| Total Stockholders' Equity (Deficit)                                                                    |   |   | (614 | )  |   |   |  333  |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| Total Liabilities and Stockholders' Equity (Deficit)                                                    |   |  $ | 6,643 |   |   |  $ | 7,692 |   |
|                                                                                                    |   |   |   |   |  |   |   |  |   |
| 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,               2003** |
|                                                                                                                                        |   |   |   |   | **March 31,               2003** |   | **March 31,               2002** |   |
|                                                                                                                                        |   |   |   |   |  |   |  |   |  |
|                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net Sales                                                                                                                                   |   | $ | 0 |   |   | $ | 0 |   |   |   |   | $ | 0 |   |
| Costs Applicable to Sales and Revenue                                                                                                       |   |   | 0 |   |   |   | 0 |   |   |   |   |   | 0 |   |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |  |   |
| Gross Profit                                                                                                                                |   |   | 0 |   |   |   | 0 |   |   |   |   |   | 0 |   |
|                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Selling, General and Administrative Expenses                                                                                                |   |   | 947 |   |   |   | 1,153 |   |   |   |   |   | 10,014 |   |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |  |   |
| Loss Before Income Taxes                                                                                                                    |   |   | (947 | ) |   |   | (1,153 | ) |   |   |   |   | (10,014 | ) |
| Income Taxes                                                                                                                                |   |   | 0 |   |   |   | 0 |   |   |   |   |   | 0 |   |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |  |   |
| Net Loss                                                                                                                                    |   | $ | (947 | ) |   | $ | (1,153 | ) |   |   |   | $ | (10,014 | ) |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |  |   |
| Basic Net Loss per Share                                                                                                                    |   | $ | NIL |   |   | $ | NIL |   |   |   |   | $ | NIL |   |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |  |   |
| Weighted Average Common Shares Outstanding                                                                                                  |   |   | 4,565,500 |   |   |   | 4,550,000 |   |   |   |   |   | 4,554,480 |   |
|                                                                                                                                        |   |  |   |   |  |   |   |   |   |  |   |
| 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,               2003** |   |   |
|                                                                                                                                        |   |   |   |   | **March 31,               2003** |   | **March 31,               2002** |   |   |   |   |
|                                                                                                                                        |   |   |   |   |  |   |  |   |   |  |   |   |
| Operating Activities                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                        | Net Loss |   | $ | (947 | ) |   | $ | (1,153 | ) |   | $ | (10,014 | ) |   |
|                                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Adjustments to Reconcile Net Loss to Cash                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                        | Change in Operating Assets and Liabilities: |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                        |   | Accounts Payable |   |   | (102 | ) |   |   | (542 | )  |   |   | 314 |   |   |
|                                                                                                                                        |   | Deferred Offering Costs |   |   |   | 0 |   |   |   | 0 |   |   |   | (2,260 | ) |   |
|                                                                                                                                        |   |   |  |   |   |  |   |   |  |   |   |
| Cash Consumed by Operating Activities                                                                                                       |   |   |   | (1,049 | ) |   | (1,695 | ) |   |   | (11,960 | ) |   |
|                                                                                                                                        |   |   |   |  |   |   |  |   |   |   |  |   |   |
| Financing Activities                                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                        | Proceeds from the Issuance of Common Stock |   |   |   | 0 |   |   |   | 0 |   |   |   | 9,400 |   |   |
|                                                                                                                                        | Advance from Stockholder |   |   |   | 0 |   |   |   | 310 |   |   |   | 5,943 |   |   |
|                                                                                                                                        | Proceeds of Loans Payable |   |   |   | 0 |   |   |   | 0 |   |   |   | 1,000 |   |   |
|                                                                                                                                        |   |   |   |   |  |   |   |  |   |   |  |   |   |
| Cash Generated from Financing Activities                                                                                                    |   |   | 0 |   |   |   | 310 |   |   |   | 16,343 |   |   |
|                                                                                                                                        |   |   |   |   |  |   |   |  |   |   |  |   |   |
| Change in Cash                                                                                                                              |   |   | (1,049 | )  |   |   | (1,385 | )  |   |   | 4,383 |   |   |
| Cash - Beginning                                                                                                                            |   |   | 5,432 |   |   |   | 2,569 |   |   |   | 0 |   |   |
|                                                                                                                                        |   |   |   |   |  |   |   |  |   |   |  |   |   |
| Cash - End                                                                                                                                  |   | $ | 4,383 |   |   | $ | 1,184 |   |   | $ | 4,383 |   |   |
|                                                                                                                                        |   |   |   |   |  |   |   |  |   |   |  |   |   |
| See Notes to Financial Statements                                                                                                           |

F-3

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 **CONSOLIDATED PICTURES CORP.**       (a development stage company)       Summary of Significant Accounting Policies       March 31, 2003

**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.

**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.

F-4

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**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 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 approximately $10,000 in net operating loss carryovers available to reduce future income taxes. These carryovers may be utilized through the year 2023. 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**

In June, 2001, the Financial Accounting Standards Board issued Statement of Financial Standards No. 141, "Business Combinations" (SFAS 141), and No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). SFAS 141 is effective for business combinations completed after June 30, 2001, and SFAS 142 is effective for fiscal years beginning after December 15, 2001 (with early adoption permitted under certain circumstances).       SFAS 141 proscribes the exclusive use of the purchase method of accounting for all business combinations subsequent to the effective date. SFAS 142 mandates that acquired goodwill and intangible assets deemed to have indefinite lives will no longer be amortized. Rather, goodwill and these intangibles will be subject to regular impairment tests in accordance with SFAS 142. All other intangible assets will continue to be amortized over their estimated useful lives.       Although SFAS 141 and SFAS 142 are not applicable to the Company's present operations, it has adopted the use of the standards if circumstances are applicable in the future.       In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (SFAS 143). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS 143 is effective for the fiscal years beginning after June 15, 2002.       SFAS 143 is expected to improve financial reporting because all asset retirement obligations that fall within the scope of this Statement and their related asset retirement cost will be accounted for consistently and financial statements of different entities will be more comparable.       As provided for in SFAS 143, the Company adopted this statement in its fiscal year beginning January 1, 2002.       In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets" (SFAS 144). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business." SFAS 144 is effective for fiscal years beginning after December 15, 2001 (with early adoption permitted under certain circumstances).

F-5

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SFAS 144 is expected to improve financial reporting by requiring that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and by broadening the presentation of discontinued operations to include more disposal transactions.

As provided for in SFAS 144, the Company adopted this statement in its fiscal year beginning January 1, 2002.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal Activities." This statement addresses the recognition, measurement, and reporting of costs associated with exit and disposal activities. SFAS No. 146 is applicable to restructuring activities and costs related to terminating a contract that is not a capital lease and one-time benefit arrangements received by employees who are involuntarily terminated. SFAS No. 146 supersedes EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." Under SFAS No. 146 the cost associated with an exit or disposal activity is recognized in the periods in which it is incurred rather than at the date the Company committed to the exit plan. This statement is effective for exit or disposal activities initiated after December 31, 2002, with earlier adoption encouraged. Previously issued financial statements will not be restated. The provisions of EITF Issue No. 94-3 will continue to apply for exit plans initiated prior to the adoption of SFAS No. 146. Although SFAS 144 and SFAS 146 are not applicable to the Company's present operations, it has adopted the use of the standards if circumstances are applicable in the future.

F-6

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**CONSOLIDATED PICTURES CORP.**       (a development stage company)       Notes to Interim Financial Statements       March 31, 2003

**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 - Deferred Offering Costs**

Deferred offering costs consists of filing fees, legal fees, and printing expenses incurred through March 31, 2003 that are directly related to a public offering described more fully in Note 5. If funds are raised from the public offering, these costs will be offset against stockholders' equity. If no funds are raised, these costs will be expensed in full.

**Note 3 - Related Party Transactions**

Commencing in April 2001 and continuing through March 31, 2003, the Company's controlling stockholder advanced $5,943 to the Company. The advances are non-interest bearing, unsecured and due on April 30, 2004.

**Note 4 - 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.

**Note 5 - Initial Public Offering**

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 March 31, 2003, the Company sold 15,500 units and received net proceeds of $7,400 after offering expenses of $350.

**Note 6 - Warrants**

As of March 31, 2003, the Company had 15,500 Class A warrants and 15,500 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 expire on September 4, 2003 and the Class B warrants are exercisable at $1.50 per share and expire on September 4, 2004.

**Note 7 - 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, 2003, no options had been granted.

F-7

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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.             **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 March 31, 2003, 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**March 31, 2003**and three months ended**March 31, 2002**and from Inception,**January 16, 2001**, through**March 31, 2003**:*             **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, 2003.             **Expenses -** Selling, general and administrative expenses for the quarter ended March 31, 2003 were $947, which was 18% less than the selling, general, and administrative expenses of $1,153 for the quarter ended March 31, 2002. The selling, general, and administrative expenses for the quarter ended March 31, 2003 of $947 included; communications, $424; stationery and supplies, $86; and miscellaneous, $437. In the like period ended March 31, 2002, the selling, general, and administrative expenses of $1,153 included communications, $439; travel, $187; stationery and supplies, $93; and miscellaneous, $434.

      Since inception on January 16, 2001, total selling, general and administrative expenses were $10,014.             **Losses -** Our net loss, before taxes, for the quarter ended March 31, 2003 was $947, which was 18% less than the net loss, before taxes, for the quarter ended March 31, 2002 of $1,153. Our total loss since inception has been $10,014.             We have not reduced our net loss for the quarter ended March 31, 2003, 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, 2003, the quarter ended March 31, 2002 and since inception was $ NIL in all three periods. The loss per share was based on 4,565,500 weighted average common shares outstanding for the quarter ended March 31, 2003;  4,550,000 weighted average common shares outstanding for the quarter ended March 31, 2002; and 4,554,480 weighted average common shares outstanding for the period since inception.*Operations for the Three Months Ended March 31, 2003, Three Months Ended March 31, 2002, and from Inception, January 16, 2001, through March 31, 2003:*             During the period, since inception, January 16, 2001, through March 31, 2003, 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 March 31, 2003, we had cash in the amount of $4,383.             We have not generated cash flow from our operations. In fact, our operating activities consumed $1,049 for the three months ended March 31, 2003, compared to $1,695 for the three months ended March 31, 2002. Since inception, we have consumed cash in the amount of $11,960.             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.

**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**

      Not applicable.

**Item 6 - Exhibits and Reports on Form 8-K**
|   | (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 and Chief Financial Officer of the Corporation.

Exhibit 99.2- Certification Pursuant to 18 U.S.C. Section 1350, as          adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of          the Chief Executive Officer and Chief Financial Officer of the Corporation. |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   | (b)    |   | 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:  |   | February 9, 2004                                                                                       |   |
|   |   |                                                                                                        |   |