CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Conroy, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Consolidated Pictures
Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the small business issuer and have:

                  a)  designed such disclosure controls and procedures to ensure
                      that material  information  relating to the small business
                      issuer, including its consolidated  subsidiaries,  is made
                      known to us by others within those entities,  particularly
                      during the period in which this report is being prepared;

                  b)  evaluated the effectiveness of the small business issuer's
                      disclosure  controls and  procedures and presented in this
                      report  our  conclusions  about the  effectiveness  of the
                      disclosure  controls and procedures,  as of the end of the
                      period  covered by this report  based on such  evaluation;
                      and

                  c)  Disclosed in this report any change in the small  business
                      issuer's  internal  control over financial  reporting that
                      occurred  during the small  business  issuer's most recent
                      fiscal quarter (the small business  issuer's fourth fiscal
                      quarter  in  the  case  of  an  annual  report)  that  has
                      materially affected, or is reasonably likely to materially
                      affect,  the small business issuer's internal control over
                      financial reporting;















                                Exhibit 31.2 - 1
<PAGE>
5. The small business issuer's other certifying officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the small business  issuer's  auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
functions):

                  a)  all significant  deficiencies  and material  weaknesses in
                      the design or operation of internal control over financial
                      reporting which are reasonably  likely to adversely affect
                      the small business  issuer's  ability to record,  process,
                      summarize and report financial information; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
                      management or other employees who have a significant  role
                      in the  small  business  issuer's  internal  control  over
                      financial reporting.

Dated: November 15, 2004


 /s/ John Conroy
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     John Conroy, Chief Financial Officer


































                                Exhibit 31.2 - 2