UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

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(Mark one)

[X] Annual Report Under Section 13 or 15(d) of The Securities Exchange Act
    of 1934

    For the fiscal year ended September 30, 2003

[ ] Transition Report Under Section 13 or 15(d) of The Securities Exchange Act
    of 1934

    For the transition period from ______________ to _____________

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                         Commission File Number: 0-14247


                        Century Park Pictures Corporation
        (Exact name of small business issuer as specified in its charter)

        Minnesota                                              41-1458152
(State of incorporation)                                (IRS Employer ID Number)

                 4701 IDS Center, Minneapolis, Minnesota, 55402
               (Address of principal executive offices) (Zip Code)

                                 (612) 333-5100
                           (Issuer's telephone number)

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      Securities registered under Section 12 (b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock: $0.001 par value

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Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended September 30, 2003 was $-0-.

The aggregate market value of voting common equity held by  non-affiliates as of
November  1,  2003 was  approximately  $816,800,  based  upon only  limited  and
sporadic quotations, not to exceed $0.10, on the Company's common stock.

As of November 1, 2003, there were 62,993,541  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format: Yes [ ]  No [X]
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
PART I

Item 1 -  Description of Business                                             2
Item 2 -  Description of Property                                             3
Item 3 -  Legal Proceedings                                                   3
Item 4 -  Submission of Matters to a Vote of Security Holders                 3

PART II

Item 5 -  Market for Company's Common Stock and Related Stockholders
          Matters                                                             3
Item 6 -  Management's Discussion and Analysis or Plan of Operation           4
Item 7 -  Financial Statements                                                5
Item 8 -  Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosures                             6

PART III

Item 9 -  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act                   6
Item 10 - Executive Compensation                                              7
Item 11 - Security Ownership of Certain Beneficial Owners And Management      8
Item 12 - Certain Relationships and Related Transactions                      8
Item 13 - Controls and Procedures                                             9

PART IV

Item 14 - Exhibits and Reports on 8-K                                         9

SIGNATURES                                                                   10

                                       1
<PAGE>
                  CAUTION REGARDING FORWARD-LOOKING INFORMATION

All  statements  contained  in  this  Form  10-KSB,  other  than  statements  of
historical  facts,  that address future  activities,  events or developments are
forward-looking statements, including, but not limited to, statements containing
the words "believe,"  "anticipate,"  "expect" and words of similar import. These
statements are based on certain  assumptions and analyses made by us in light of
our experience and our assessment of historical  trends,  current conditions and
expected future developments as well as other factors we believe are appropriate
under the  circumstances.  However,  whether  actual results will conform to the
expectations  and  predictions of management is subject to a number of risks and
uncertainties that may cause actual results to differ materially.

Such risks include,  among others,  the following:  international,  national and
local general economic and market conditions:  our ability to sustain, manage or
forecast  our  growth;   raw  material  costs  and  availability;   new  product
development and introduction; existing government regulations and changes in, or
the  failure  to  comply  with,  government   regulations;   adverse  publicity;
competition;  the loss of significant  customers or suppliers;  fluctuations and
difficulty in forecasting  operating  results;  changes in business  strategy or
development  plans;  business  disruptions;  the  ability to attract  and retain
qualified  personnel;  the  ability to  protect  technology;  and other  factors
referenced in this and previous filings.

Consequently, all of the forward-looking statements made in this Form 10-KSB are
qualified by these cautionary  statements and there can be no assurance that the
actual  results   anticipated  by  management  will  be  realized  or,  even  if
substantially  realized,  that they will have the  expected  consequences  to or
effects on our business operations.

As used in this Form 10-KSB, unless the context requires otherwise, "we" or "us"
or the "Company" means Century Park Pictures Corporation.

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

GENERAL

In  prior  years,   the  Company   developed,   produced  and  marketed  various
entertainment  properties,   including  without  limitation,   the  intellectual
product(s) of entities engaged in the motion picture, television, and theatrical
state productions,  such as creative writers,  producers and directors,  for the
motion picture, pay/cable and commercial television markets and, until September
1995 through its then 50.1% owned  subsidiary,  Willy Bietak  Productions,  Inc.
("WBPI"),  produced  and  operated  small  touring  ice shows  and  theme  shows
appearing  in  theaters,  casinos,  and major  amusement  parks and  arenas.  On
September 29, 1995, in consideration of guarantees of certain bank debt of WBPI,
provided WBPI by its minority shareholder, the Company transferred 65,900 of its
shares of WBPI common stock to such minority  shareholder,  thereby reducing the
Company's  interest to 30%.  Until  December  1998, a  wholly-owned  subsidiary,
International   Theatres  Corporation  ("ITC"),  of  the  Company  operated  the
Chanhassen Dinner Theatre in Chanhassen, Minnesota which the Company acquired in
1993.

On December 17, 1998 the Board of Directors  passed a resolution to transfer the
Company's  interest in ITC and its  remaining  interest in WBPI to the Company's
CEO as repayment  of $100,000 on account of advances  made to the Company by the
Company's  CEO. In setting the $100,000  amount the Board of Directors  obtained
and  relied  upon an  independent  market  analysis  of ITC and WBPI by  Lingate
Financial Group, a Minnesota corporation.

The  Company  may be unable  to  continue  as a going  concern  without  raising
additional  funds  from  outside  sources.  Management  is  uncertain  as to the
likelihood of raising additional funds. (See Liquidity and Sources of Capital
for Further Discussion.)

The Company was organized under  Minnesota law in 1983. The Company's  executive
offices  are located at 4701 IDS Center,  Minneapolis,  Minnesota  55402 and its
telephone number is (612) 333-5100.

                                       2
<PAGE>
The  Company  has no  operations  as of the date of this filing and is seeking a
suitable business combination  transaction through either acquisition or merger.
Accordingly, the Company's has only one identifiable business segment.

DESCRIPTION OF FORMER BUSINESS OPERATIONS

In  prior  years,  the  Company  was  involved  in  the  production  of  various
entertainment   properties   for  motion   picture,   pay/cable  and  commercial
television.  The Company has  limited its costs to those  incurred  prior to the
commencement  of  principal  photography,  either  at a  studio  or on  selected
site(s).  It has been the  Company's  intention  to  produce or  co-produce  and
arrange for the  distribution  of primarily  feature length motion pictures with
production  financing derived from third party sources. The Company has reported
no revenues  from motion  pictures,  pay/cable  and  television  since 1998.  At
September  30,  2002,  the Company had two (2)  properties  of which only one of
which  was  substantially  completed.  All  entertainment  properties  have been
charged to expense in prior years.

The profits of an enterprise  involved in the entertainment  industry  generally
and,  particularly,  the motion  picture,  television  and music  industries are
greatly  dependent upon the audience appeal of each creative  product,  compared
with  the  cost  of  such  product's  purchase,   development,   production  and
distribution.  Competition  is  intense  both  within  the  motion  picture  and
television industry and other entertainment media. The Company is in competition
with major film studios, as well as with numerous  "independent"  motion picture
and television  production companies for the acquisition of artistic properties,
and the services of artistic, creative and technical personnel.
The  Company is unaware of any  recognized  approach  to  determined  its or any
participants'  position in these industries.  Moreover,  the Company's financial
resources  does not suggest that it would be considered a "major  participant in
these industries.

ITEM 2 - DESCRIPTION OF PROPERTY

The Company leases,  as its  headquarters,  1,941 square feet of office space at
4701 IDS Center, Minneapolis,  Minnesota 55402. Due to the limited operations of
the  Company and  insignificant  amount of office  space  required at this time,
affiliates of the Company are presently utilizing virtually all of the available
space in this facility and are responsible for the rental payments.

ITEM 3 - LEGAL PROCEEDINGS

The Company is not involved in any material legal proceedings.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security  holders during the fourth quarter
of the fiscal year covered by this Annual Report.

                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

Since the first  quarter  1996,  there has been no  established  public  trading
market for the  Company's  common  shares.  There have been only very limited or
sporadic quotations and none exceed $0.10 per share.

As of November 1, 2002, there are  approximately  509 separate holders of record
of the Company's common stock, exclusive of shares held in street name.

                                       3
<PAGE>
The  Registrant  has never paid any cash  dividends on its Common Stock and does
not plan to pay any cash dividends in the foreseeable future.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

We have had no revenue  for either of the years  ended  September  30,  2002 and
2001.

YEAR ENDED SEPTEMBER 30, 2003 COMPARED TO YEAR ENDED SEPTEMBER 30, 2002

General and  administrative  expenses for the years ended September 30, 2003 and
2002  were  approximately  $60,000  and  $59,000,  respectively.  The  principal
component of these expenditures was the accrual of interest on outstanding notes
payable.  Interest  expense for the years ended  September 30, 2003 and 2002 was
approximately  $41,000 and $51,500 in each respective year. Included in interest
expense for Fiscal 2003 and 2002 is approximately  $41,000 and $8,585 in imputed
interest  calculated  as a result  of the  respective  noteholders  agreeing  to
discontinue their rights to interest subsequent to July 31, 2002.

The Company's  expenditures consist solely of items necessary to comply with the
Company's  periodic reporting  obligations under the Securities  Exchange Act of
1934 and are not  necessarily  reflective  of what  may be  expected  in  future
periods when the Company either commences more extensive business  operations or
acquires another operating entity through either acquisition or merger.

YEAR ENDED SEPTEMBER 30, 2002 COMPARED TO YEAR ENDED SEPTEMBER 30, 2001

General and  administrative  expenses for the years ended September 30, 2002 and
2001  were  approximately  $59,000  and  $67,000,  respectively.  The  principal
component  of these  expenditures  was the  accrual of  interest  on $400,000 in
outstanding  notes payable.  Interest  expense for the years ended September 30,
2002 and 2001 was  approximately  $51,500 in each respective  year.  Included in
interest  expense is approximately  $8,585 in imputed  interest  calculated as a
result of the respective  noteholders  agreeing to  discontinue  their rights to
interest subsequent to July 31, 2002.

The Company's  expenditures consist solely of items necessary to comply with the
Company's  periodic reporting  obligations under the Securities  Exchange Act of
1934 and are not  necessarily  reflective  of what  may be  expected  in  future
periods when the Company either commences more extensive business  operations or
acquires another operating entity through either acquisition or merger.

LIQUIDITY AND CAPITAL RESOURCES

Cash used by continuing  operating  activities for the years ended September 30,
2003 and 2002 was  approximately  $19,000 and $8,700,  respectively.  These cash
requirements  have been provided by advances from the Company's  Chief Executive
Officer.  For all periods  prior to October 1, 2001,  these  advances  have been
treated as additional paid-in capital. Commencing October 1, 2001, the Company's
Chief  Executive  Officer has made these  advances as working  capital  advances
which are repayable  upon demand at some  undesignated  future date and are non-
interest bearing.

Management  intends to  continue to restrict  expenditures  with  respect to the
future  development  of  entertainment  properties  and to market its  completed
properties.  The Company has two completed properties.  The costs of development
have been written off. Accordingly, the Company will incur little, if any, costs
of marketing.  Management believes these actions may contribute to the Company's
liquidity.  The Company has no material  commitments for capital expenditures as
of September 30, 2003.

It is the intent of the Company's  Chief  Executive  Officer and/or  significant
stockholders  to provide  sufficient  working  capital  necessary to support and
preserve the integrity of the corporate entity.  However,  no formal commitments

                                       4
<PAGE>
or  arrangements  to  advance  or loan  funds to the  Company  or repay any such
advances or loans exist.  There is no legal obligation for either  management or
significant stockholders to provide additional future funding.

The Company intends to continue to seek out potential acquisitions; however, the
Company is not in  discussion  with any  potential  acquisition  candidate.  The
Company has no existing credit facilities to facilitate such activities.
Any future  acquisition  is  anticipated  to be financed with "to be negotiated"
senior bank financing,  composing approximately 60% of the transaction, with the
remainder  to be  financed  through  a  combination  of other  debt  and  equity
instruments. There are no assurances that the Company will successfully identify
these or any other potential acquisitions or that, if identified, it will obtain
financing  under terms  acceptable to or  affordable by the Company.  Management
presently  considers  a  business  combination  transaction,  through  either an
acquisition or merger, to be a viable situation.

OUTSTANDING NOTES PAYABLE

During 1996, the Company raised approximately  $400,000 through promissory notes
to support the  operations  of Minnesota  Arena  Football,  Inc.  dba  Minnesota
Fighting Pike (Pike), a former 100.0% owned  subsidiary.  The Pike was an indoor
professional  football team that  operations on August 31, 1996. This subsidiary
was legally  dissolved  as of December  31,  1999.  Of the notes,  approximately
$350,000  was raised from  unrelated  third party  investors  and  approximately
$50,000 was raised from the Tom Scallen, the Company's Chief Executive Officer.

The notes bear interest at rates ranging between 12.0% to 15.0% and were secured
by the Company's  right,  title,  and interest in the Pike. The notes originally
matured  between  June and December  1996.  The Company  remains  liable for the
$400,000 in outstanding debt.

On  July  31,  2002,  the  Company's  Board  of  Directors  and  the  respective
noteholders  approved the  extension of the ultimate  maturity date of the notes
through  December 3, 2003. In conjunction  with the extension,  the  noteholders
agreed to discontinue  the accrual of interest  subsequent to July 31, 2002. The
effect of the  discontinuance of interest  accruals  subsequent to July 31, 2002
will be charged to operations as a component of interest  expense with an offset
to contributed  additional  paid-in  capital to recognize the economic effect of
these notes in the respective future period.

The noteholders  have the right to convert,  at any time at the holder's option,
all outstanding  principal,  accrued,  but unpaid,  interest as of July 31, 2002
into  shares  of  the  Company's  restricted,  unregistered  common  stock  at a
conversion rate of $0.01 per share.

On June 25, 2003, noteholders  aggregating $300,000 in outstanding principal and
$237,835 in accrued  interest  payable  exercised  their  respective  conversion
rights and received an aggregate  53,783,500 shares of restricted,  common stock
upon  conversion.  As of September  30, 2003,  there were four (4) $25,000 notes
outstanding  with  accrued  interest  payable  on these  notes of  approximately
$73,714.

GOING CONCERN ISSUES

The  Company's  independent  auditors  issued their  respective  opinions on the
Company's financial  statements for the years ended September 30, 2003 and 2002,
respectively,  which included an explanatory  paragraph as to substantial  doubt
about the  Company's  ability to  continue  as a going  concern.  This doubt was
raised  primarily  due  to  recurring  losses  from  operations,  the  Company's
stockholder's deficit of approximately $564,000 at September 30, 2003, and to no
ongoing operations.

INFLATION

Inflation and changing prices have not had a significant impact on operations of
the Company to date.

ITEM 7 - FINANCIAL STATEMENTS

The  required  accompanying  financial  statements  begin  on  page  F-1 of this
document.

                                       5
<PAGE>
ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

On October 4, 2002, the Company's  independent certified public accounting firm,
Blanski  Peter  Kronlage  & Zoch,  P. A.  (Blanski)  of  Minneapolis,  Minnesota
formally notified the Company, in writing,  that it was discontinuing  providing
auditing services to all of it's publicly-owned clients.  Blanski had previously
notified  the Company  verbally  of it's  intention  to resign as the  Company's
independent auditor.

No  accountant's  report on the financial  statements for either of the past two
(2) years  contained  an  adverse  opinion  or a  disclaimer  of  opinion or was
qualified or modified as to uncertainty,  audit scope or accounting  principles,
except  for a going  concern  opinion  expressing  substantial  doubt  about the
ability of the Company to continue as a going concern.

During the Company's two most recent fiscal years (ended  September 30, 2001 and
2000) and from  September  30,  2001 to the date of this  Report,  there were no
disagreements with Blanski on any matter of accounting  principles or practices,
financial disclosure,  or auditing scope or procedure.  There were no reportable
events,  as  described  in Item  304(a)(1)(v)  of  Regulation  S-K,  during  the
Company's two most recent  fiscal years (ended  September 30, 2001 and 2000) and
from September 30, 2001 to the date of this Report.

On October 2, 2002,  subsequent to the oral  notification  of the resignation of
Blanski,  the  Company's  Board  of  Directors  approved  the  retention  of the
accounting  firm of S. W.  Hatfield,  CPA of  Dallas,  Texas as its  independent
auditors for the fiscal year ending September 30,2002.  During the Company's two
most recent fiscal years ended  September 30, 2001, and the  subsequent  interim
periods through the date of this Report,  the Company did not consult with S. W.
Hatfield,  CPA  regarding  any of the  matters  or  events  set  forth  in  Item
304(a)(2)(i) and (ii) of Regulation S-K.

                                    PART III

ITEM 9  -  DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The directors and executive officers serving the Company are as follows:

         Name                  Age              Position Held and Tenure
         ----                  ---              ------------------------

     Philip Rogers              69            President, Director since 1983

     Thomas K. Scallen          78            Chief Executive Officer and
                                              Chairman of the Board since 1983

     Willy Bietak               56            Director since 1992

Mr. Rogers became  President and Director upon the Company's  formation in 1983.
Mr. Rogers is also a principal of Philipico  Picture  Company,  a motion picture
and television production company.

Mr.  Scallen  became  Chairman of the Board of Directors,  Vice  President,  and
Treasurer of the Company upon its  formation  in 1983.  Mr.  Scallen was elected
Chief  Executive  Officer of the Company on March 14, 1992. Mr. Scallen  assumed
the  responsibilities  of chief  financial  officer  in 1998.  Mr.  Scallen  was
president,  director and principal  stockholder  of  International  Broadcasting
Corporation,  a publicly traded company engaged in entertainment activities, the
presentation  of touring  shows,  arena shows and motion  picture or  television
productions until March 1992.  International  Broadcasting Corporation filed for
protection under Chapter 11 of the Bankruptcy Act in August 1991.

                                       6
<PAGE>
Mr.  Bietak  became a Director of the Company in 1992.  He is President of Willy
Bietak Productions, Inc. and has been associated with the Company since 1986.

The  Company's  Directors,  as named  above,  will serve  until the next  annual
meeting of the Company's stockholders or until their successors are duly elected
and have  qualified.  Directors  will be  elected  for one-  terms at the annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   shareholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

The directors and officers will devote their time to the Company's affairs on an
as needed  basis,  which,  depending  on the  circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely will fall  within the range of five to ten hours per month.  There are no
agreements  or  understandings  for any  officer  or  director  to resign at the
request of another  person,  and none of the officers or directors are acting on
behalf of, or will act at the direction of, any other person.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")
requires  the  Company's  directors  and  executive  officers,  and  persons who
beneficially  own more than ten  percent  of a  registered  class of our  equity
securities,   to  file  with  the  Securities  and  Exchange   Commission   (the
"Commission")  initial reports of beneficial ownership and reports of changes in
beneficial  ownership  of  our  Common  Stock.  The  rules  promulgated  by  the
Commission  under  Section  16(a) of the Exchange Act require  those  persons to
furnish us with  copies of all  reports  filed with the  Commission  pursuant to
Section 16(a).  The information in this section is based solely upon a review of
Forms 3, Forms 4, and Forms 5 received by us.

During the year ended  September 30, 2002,  the Company is unaware of any action
which  would  require  the  filing  of  either a Form 3, Form 4 or Form 5 by any
required person, as defined in Section 16(a).

During the year ended  September  30,  2003,  the  Company  issued an  aggregate
53,106,900   shares  of  restricted,   unregistered   common  stock  to  various
individuals  in  settlement  of various  convertible  notes  payable and accrued
interest.  None of the parties listed below,  constituting recipients of 5.0% or
more of the Company's outstanding common stock, post transaction, to the best of
the Company's  knowledge,  has filed the respective Form 3, Form 4 or Form 5, as
necessary, related to these transactions:

     Anthony Silverman                           22,047,100 shares
     Fred Burnstein                              8,700,500 shares
     Thomas K. Scallen                           7,491,700 shares
     Thomas F. Miller                            8,674,800 shares
     Mark Leibovit                               2,227,500 shares
     Alice Wintz Leibovit Living Trust           2,227,500 shares

ITEM 10 - EXECUTIVE COMPENSATION

There was no  compensation  paid  during  either of the  respective  years ended
December 31, 2003 and 2002.

None of the Company's  current or former  officers or directors  receives or has
received any salary from Company  during the preceding  five years.  The Company
does not anticipate entering into employment agreements with any of its officers
or directors in the near future. Directors do not receive compensation for their
services as directors and are not reimbursed for expenses  incurred in attending
board meeting.

                                       7
<PAGE>
DIRECTOR COMPENSATION

The Company's Directors have not received any cash compensation during the years
ended September 30, 2003 or 2002.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth as at September 30, 2003, the  information  with
respect to common  stock  ownership  of each person  known to the Company to own
beneficially  more than five percent (5%) of the shares of the Company's  common
stock and all Directors and Officers as a group.

                                                                 % of Class
   Name and address                      Number of Shares     Beneficially Owned
   ----------------                      ----------------     ------------------

Anthony Silverman                          22,047,100              35.00%
7305 E. DeAcero Drive
Phoenix AZ 85028

Thomas K. Scallen                           9,111,180              14.46%
4701 IDS Center
Minneapolis MN 55402

Fred Burnstein                              8,700,500              13.81%
2900 Norwest Center
510 First Avenue, Suite 610
Minneapolis MN 55402

Thomas F. Miller                            8,674,800              13.77%
13015 Star Ridge Drive
Sun City West AZ 85375

Mark Leibovit and                           4,455,000               7.07%
Alice Wintz Leibovit Living Trust, collectively
4701 IDS Center
Minneapolis MN 55402

Philip Rogers                                  99,375               0.16%
3575 Cahuenga Blvd. W.
Los Angeles CA 90068

All Officers and Directors                  9,210,555              14.62%
as a Group (three (3) in number)

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During each of the years ended  September 30, 2003 and 2002, the Company's Chief
Executive  Officer  advanced  the  Company  approximately  $19,000  and  $8,865,
respectively,  to support operations,  settle outstanding trade accounts payable
and  provide  working  capital.  The  advance is  repayable  upon  demand and is
non-interest bearing and is unsecured.

During  the years  ended  September  30,  2001 and  2000,  the  Company's  Chief
Executive   Officer  provided   short-term   advances  of  $14,700  and  $7,419,
respectively  to the Company.  These amounts were reported as additional paid in
capital in the accompanying financial statements.

                                       8
<PAGE>
As of September 30, 2003 and 2002, respectively,  the Company owed the Company's
Chief Executive Officer approximately $227,500 for cumulative accrued salary.

ITEM 13 - CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's President
and Chief Executive and Chief Financial Officer. Based upon that evaluation, the
Company's  President and Chief Executive and Chief Financial  Officer  concluded
that the Company's disclosure controls and procedures are effective.  There have
been no  significant  changes in the  Company's  internal  controls  or in other
factors,  which could  significantly  affect internal controls subsequent to the
date the Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the 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 Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  and  Financial  Officer as  appropriate,  to allow  timely  decisions
regarding required disclosure.

                                     PART VI

ITEM 14 - EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

3      Articles of  Incorporation  and By-Laws are  incorporated by reference to
       the Exhibits to the Registrant's  Registration Statement of September 15,
       1983
4      Rights  of  warrant   holders  set  forth  in  Exhibits  to  Registration
       No.33-58546, effective April 12, 1993, incorporated by this reference.
10     Stock  Purchase  Agreement,  dated July 29, 1993 between  registrant  and
       International    Broadcasting    Corporation,    International   Theatres
       Corporation and National  Westminster  Bank USA attached as an Exhibit to
       Registrant's Report on Form 8-K is incorporated by this reference
24     Manually signed powers of attorney for members of the Board of Directors,
       filed herewith are incorporated by this reference.
31.1   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

REPORTS ON FORM 8-K

None


                (Remainder of this page left blank intentionally)

                                       9
<PAGE>
                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Exchange Act of 1934,  as
amended,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                               CENTURY PARK PICTURES CORPORATION


Dated: November 4, 2003                          /s/ Thomas K. Scallen
       ----------------                          -------------------------------
                                                               Thomas K. Scallen
                                                         Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


Dated: November 4, 2003                          /s/ Philip Rogers
       ----------------                          -------------------------------
                                                                   Philip Rogers
                                                          President and Director


Dated: November 4, 2003                          /s/ Thomas K. Scallen
       ----------------                          -------------------------------
                                                               Thomas K. Scallen
                                                         Chief Executive Officer
                                                                    and Director


Dated: November 4, 2003                          /s/ Willy Bietak
       ----------------                          -------------------------------
                                                                    Willy Bietak
                                                                        Director

                                       10
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                                    CONTENTS

                                                                        Page
                                                                        ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                       F-2

FINANCIAL STATEMENTS
   Balance Sheets
     as of September 30, 2003 and 2002                                   F-4

   Statements of Operations and Comprehensive Income (Loss)
     for the years ended September 30, 2003 and 2002                     F-5

   Statement of Changes in Shareholders' Equity
     for the years ended September 30, 2003 and 2002                     F-6

   Statements of Cash Flows
     for the years ended September 30, 2003 and 2002                     F-7

   Notes to Financial Statements                                         F-8

                                       F-1
<PAGE>
                        LETTERHEAD OF S. W. HATFIELD, CPA

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Century Park Pictures Corporation

We have  audited  the  accompanying  balance  sheets of  Century  Park  Pictures
Corporation (a Minnesota  corporation) as of September 30, 2003 and 2002 and the
related   statements  of  operations   and   comprehensive   loss,   changes  in
shareholders' equity and cash flows for each of the years tended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Century  Park  Pictures
Corporation  as of September 30, 2003 and 2002 and the results of its operations
and its  cash  flows  for each of the  years  then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note C to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern.  The  financial  statements do not contain any  adjustments  that might
result from the outcome of these uncertainties.


                                       /s/ S. W. HATFIELD, CPA
Dallas, Texas
October 23, 2003

                                      F-2
<PAGE>
                        CENTURY PARK PICTURES CORPORATION
                                 BALANCE SHEETS
                           September 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                                 September 30,       September 30,
                                                                     2003               2002
                                                                  -----------        -----------
<S>                                                               <C>                <C>
                                     ASSETS
CURRENT ASSETS
  Cash on hand and in bank                                        $        --        $        --
                                                                  -----------        -----------
     TOTAL CURRENT ASSETS                                                  --                 --
                                                                  -----------        -----------

PROPERTY AND EQUIPMENT - AT COST
  Furniture and fixtures                                               94,077             94,077
     Less accumulated depreciation                                    (94,077)           (94,077)
                                                                  -----------        -----------
     NET PROPERTY AND EQUIPMENT                                            --                 --
                                                                  -----------        -----------

OTHER ASSETS
  Rent deposits                                                           926                926
                                                                  -----------        -----------

TOTAL ASSETS                                                      $       926        $       926
                                                                  ===========        ===========

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Notes payable                                                   $   100,000        $   400,000
  Accrued compensation                                                354,500            354,500
  Accrued interest payable                                             73,714            311,549
  Other accrued expenses                                                9,027              9,027
  Advances from shareholder                                            27,887              8,865
                                                                  -----------        -----------
     TOTAL CURRENT LIABILITIES                                        565,128          1,083,941
                                                                  -----------        -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
  Common stock - $0.001 par value
    200,000,000 shares authorized
    62,993,541 and 9,886,641 shares
     issued and outstanding, respectively                              62,994              9,887
  Additional paid-in capital                                        6,717,299          6,191,566
  Accumulated deficit                                              (7,344,495)        (7,284,468)
                                                                  -----------        -----------

     TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                            (564,202)        (1,083,015)
                                                                  -----------        -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)              $       926        $       926
                                                                  ===========        ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>
                        CENTURY PARK PICTURES CORPORATION
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                     Years ended September 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                        Year ended           Year ended
                                                       September 30,        September 30,
                                                           2003                 2002
                                                       ------------         ------------
<S>                                                    <C>                  <C>
REVENUES                                               $         --         $         --
                                                       ------------         ------------
EXPENSES
  General and administrative expenses                        19,022                7,584
                                                       ------------         ------------

LOSS FROM OPERATIONS                                        (19,022)              (7,584)

OTHER EXPENSE
  Interest expense                                          (41,005)             (51,500)
                                                       ------------         ------------
LOSS BEFORE PROVISION FOR INCOME TAXES
 AND EXTRAORDINARY ITEM                                     (60,027)             (59,084)

PROVISION FOR INCOME TAXES                                       --                   --
                                                       ------------         ------------

NET INCOME (LOSS)                                           (60,027)             (59,084)

OTHER COMPREHENSIVE INCOME                                       --                   --
                                                       ------------         ------------

COMPREHENSIVE INCOME (LOSS)                            $    (60,027)        $    (59,084)
                                                       ============         ============
Income (Loss) per weighted-average
 share of common stock outstanding,
 computed on Net Loss - basic and fully diluted                 nil         $      (0.01)
                                                       ============         ============
Weighted-average number of shares
 of common stock outstanding                             24,145,480            9,886,641
                                                       ============         ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>
                        CENTURY PARK PICTURES CORPORATION
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years ended September 30, 2003 and 2002


<TABLE>
<CAPTION>
                                                  Common Stock       Additional
                                              ------------------      paid-in      Accumulated
                                              Shares      Amount      capital        deficit          Total
                                              ------      ------      -------        -------          -----
<S>                                         <C>          <C>        <C>           <C>             <C>
BALANCES AT OCTOBER 1, 2001                  9,886,641    $ 9,887    $6,182,981    $(7,225,384)    $(1,032,516)

Contribution of imputed interest
 on suspended interest on notes payable             --         --         8,585             --           8,585

Net loss for the year                               --         --            --        (59,084)        (59,084)
                                            ----------    -------    ----------    -----------     -----------

BALANCES AT SEPTEMBER 30, 2002               9,886,641      9,887     6,191,566     (7,284,468)     (1,083,015)

Conversion of notes payable and
 accrued interest payable to common stock   53,106,900     53,107       477,962             --         531,069

Forgiveness of accrued interest                     --         --         6,766             --           6,766

Contribution of imputed interest on
 suspended interest on notes payable                --         --        41,005             --          41,005

Net loss for the year                               --         --            --        (60,027)        (60,027)
                                            ----------    -------    ----------    -----------     -----------

BALANCES AT SEPTEMBER 30, 2003              62,993,541    $62,994    $6,717,299    $(7,344,495)    $  (564,202)
                                            ==========    =======    ==========    ===========     ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>
                        CENTURY PARK PICTURES CORPORATION
                            STATEMENTS OF CASH FLOWS
                     Years ended September 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                                 Year ended       Year ended
                                                                September 30,    September 30,
                                                                    2003             2002
                                                                  --------         --------
<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                               $(60,027)        $(59,084)
  Adjustments to reconcile net income to net cash
   provided by operating activities
    Contribution of imputed interest on
     suspended interest on notes payable                            41,005            8,585
    Gain on extinguishment of debt                                      --               --
    Increase (Decrease) in
      Accounts payable                                                  --           (1,281)
      Accrued interest payable                                          --           42,915
                                                                  --------         --------
NET CASH USED IN OPERATING ACTIVITIES                              (19,022)          (8,865)
                                                                  --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES                                    --               --
                                                                  --------         --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Funds advanced by officer/shareholder                             19,022            8,865
                                                                  --------         --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                           19,022            8,865
                                                                  --------         --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        --               --

Cash and cash equivalents at beginning of period                        --               --
                                                                  --------         --------

Cash and cash equivalents at end of period                        $     --         $     --
                                                                  ========         ========

SUPPLEMENTAL DISCLOSURES OF INTEREST AND INCOME TAXES PAID
  Interest paid during the period                                 $     --         $     --
                                                                  ========         ========
  Income taxes paid (refunded)                                    $     --         $     --
                                                                  ========         ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-6
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Century  Park  Pictures  Corporation  (Company)  was  incorporated  in  1983  in
accordance with the Laws of the State of Minnesota.

In  prior  periods,  the  Company  developed,   produced  and  marketed  various
entertainment  properties,   including  without  limitation,   the  intellectual
product(s) of entities engaged in the motion picture, television, and theatrical
stage productions,  such as creative writers,  producers and directors,  for the
motion picture, pay/cable and commercial television markets.

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended September 30 1999.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
adopted a year-end of September 30.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

For  segment  reporting  purposes,  the Company  operated  in only one  industry
segment during the periods represented in the accompanying  financial statements
and makes all  operating  decisions and  allocates  resources  based on the best
benefit to the Company as a whole.

NOTE C - GOING CONCERN UNCERTAINTY

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended September 30, 1999.

The Company has no operating activities, no cash on hand, no profit and operates
a business plan with inherent risk. Because of these factors,  our auditors have
issued an audit  opinion for the Company which  includes a statement  describing
our going concern  status.  This means,  in our auditor's  opinion,  substantial
doubt about our ability to  continue  as a going  concern  exists at the date of
their opinion.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

                                      F-7
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE C - GOING CONCERN UNCERTAINTY - CONTINUED

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   CASH AND CASH EQUIVALENTS

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

2    PROPERTY AND EQUIPMENT

     Property and equipment  consists of furniture and fixtures and is stated at
     the lower of depreciated cost or net realizable value.

3.   INCOME TAXES

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At September 30, 2003 and 2002, respectively, the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

     As of September  30, 2003 and 2002,  the deferred tax asset  related to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code  Section  338,  the Company may have
     limited net  operating  loss  carryforwards  available to offset  financial
     statement or tax return taxable income in future periods as a result of any
     future  change in control  involving  50  percentage  points or more of the
     issued and outstanding securities of the Company.

                                      F-8
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

4.   INCOME (LOSS) PER SHARE

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss)  by  the   weighted-average   number  of  shares  of  common   stock
     outstanding.  The  calculation of fully diluted  earnings  (loss) per share
     assumes the  dilutive  effect of the  exercise of  outstanding  options and
     warrants,  using the treasury stock method,  at either the beginning of the
     respective period presented or the date of issuance, whichever is later. As
     of  September  30,  2003  and  2002,  respectively,   the  Company  has  no
     outstanding stock warrants,  options or convertible  securities which could
     be considered as dilutive for purposes of the loss per share calculation.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

NOTE F - NOTES PAYABLE

The Company has twelve separate notes payable to various individuals aggregating
$400,000,  including one to the Company's Chief Executive Officer of $50,000, at
June 30, 2003 and 2002,  respectively.  The notes bear interest at rates ranging
between 12% to 15% and were secured by the Company's right,  title, and interest
in the Pike. The notes originally matured between June and December 1996.

On  July  31,  2002,  the  Company's  Board  of  Directors  and  the  respective
noteholders  approved the  extension of the ultimate  maturity date of the notes
through  December 3, 2003. In conjunction  with the extension,  the  noteholders
agreed to discontinue the accrual of interest subsequent to July 31, 2002.

The effect of the  discontinuance  of interest  accruals  subsequent to July 31,
2002 will be charged to  operations  as a component of interest  expense with an
offset to  contributed  additional  paid-in  capital to  recognize  the economic
effect of the suspended and forgiven  interest on these notes in the  respective
future period.

For the period from  August 1, 2002  through  September  30, 2002 and the period
from  October  1,  2002  through  June 30,  2003,  the  Company  has  recognized
approximately  $8,583 and $37,980,  respectively,  in additional paid-in capital
due to the suspended interest on these notes.

                                      F-9
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE F - NOTES PAYABLE - CONTINUED

The noteholders  have the right to convert,  at any time at the holder's option,
all outstanding principal and accrued, but unpaid,  interest as of July 31, 2002
into  shares  of  the  Company's  restricted,  unregistered  common  stock  at a
conversion  rate of $0.01 per share. On June 25, 2003,  noteholders  aggregating
$300,000 in  outstanding  principal  and  $231,900 in accrued  interest  payable
exercised  their  respective   conversion   rights  and  received  an  aggregate
53,106,900 shares of restricted,  common stock upon conversion.  As of September
30, 2003,  there were four (4) $25,000 notes  outstanding  with accrued interest
payable on these notes of approximately $73,714.

NOTE G - RELATED PARTY TRANSACTIONS

Through  September 30, 2003, the Company's Chief Executive  Officer has advanced
the Company  approximately  $28,000 to support  operations,  settle  outstanding
trade accounts  payable and provide  working  capital.  The advance is repayable
upon demand and is non-interest bearing and is unsecured.

As of September 30, 2003 and 2002, respectively,  the Company owed the Company's
Chief Executive Officer approximately $354,500 for cumulative accrued salary.

NOTE H - INCOME TAXES

The components of income tax (benefit) expense for the years ended September 30,
2003 and 2002, respectively, are as follows:

                                      Year ended                Year ended
                                     September 30,             September 30,
                                         2003                      2002
                                      ------------             ------------
      Federal:
       Current                        $         --             $         --
       Deferred                                 --                       --
                                      ------------             ------------
                                                --                       --
                                      ------------             ------------
     State:
       Current                                  --                       --
       Deferred                                 --                       --
                                      ------------             ------------
                                                --                       --
                                      ------------             ------------
         Total                        $         --             $         --
                                      ============             ============

As of  September  30,  2003,  the  Company  has a  Federal  net  operating  loss
carryforward  of  approximately  $3,100,000  and  a  State  net  operating  loss
carryforward of approximately  $790,000 to offset future taxable income. Subject
to current regulations, these carryforwards will expire between 2002 and 2015.

                (Remainder of this page left blank intentionally)

                                      F-10
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE H - INCOME TAXES - CONTINUED

The Company's  income tax expense for each of the years ended September 30, 2003
and 2002,  respectively,  differed from the statutory federal rate of 34 percent
as follows:

                                                    Year ended      Year ended
                                                   September 30,   September 30,
                                                       2003            2002
                                                     --------        --------

Statutory rate applied to earnings (loss) before
 income taxes                                        $(20,400)       $(17,000)
Increase (decrease) in income taxes resulting from:
  State income taxes                                       --              --
  Other, including reserve for deferred tax asset      20,400          17,000
                                                     --------        --------

     Income tax expense                              $     --        $     --
                                                     ========        ========

Temporary differences, consisting primarily of statutory differences between the
financial  statement  carrying  amounts and tax bases of assets and  liabilities
give rise to deferred  tax assets and  liabilities  as of the  respective  years
ended September 30, 2003 and 2002.

<TABLE>
<CAPTION>
                                                               Year ended September 30, 2003
                                                        ------------------------------------------
                                                        Federal            State             Total
                                                        -------            -----             -----
<S>                                                   <C>               <C>               <C>
Deferred tax assets:
  Other (current)                                     $    96,000       $    35,000       $   131,000
  Net operating loss carryforwards (non-current)          932,000            77,000         1,009,000
                                                      -----------       -----------       -----------
                                                        1,028,000           112,000         1,140,000
Valuation allowance                                    (1,028,000)         (112,000)       (1,140,000)
                                                      -----------       -----------       -----------

     Net Deferred tax asset                           $        --       $        --       $        --
                                                      ===========       ===========       ===========

Deferred tax liabilities                              $        --       $        --       $        --
                                                      ===========       ===========       ===========

                                                               Year ended September 30, 2002
                                                        ------------------------------------------
                                                        Federal            State             Total
                                                        -------            -----             -----
Deferred tax assets:
  Other (current)                                     $    96,000       $    35,000       $   131,000
  Net operating loss carryforwards (non-current)          932,000            77,000         1,009,000
                                                      -----------       -----------       -----------
                                                        1,028,000           112,000         1,140,000
Valuation allowance                                    (1,028,000)         (112,000)       (1,140,000)
                                                      -----------       -----------       -----------

     Net Deferred tax asset                           $        --       $        --       $        --
                                                      ===========       ===========       ===========

Deferred tax liabilities                              $        --       $        --       $        --
                                                      ===========       ===========       ===========
</TABLE>

                                      F-11
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE H - INCOME TAXES - CONTINUED

During the years ended September 30, 2003 and 2002, respectively,  the valuation
allowance increased  (decreased) by approximately $-0- and $-0-.  Realization of
deferred tax assets is dependent  upon  sufficient  future taxable income during
the period that deductible temporary  differences and carryforwards are expected
to be available to reduce taxable income.

NOTE J - COMMON STOCK TRANSACTIONS

On June  25,  2003,  the  Company  issued  an  aggregate  53,783,500  shares  of
restricted, unregistered common stock in redemption of various outstanding notes
payable  in the face  amount of  approximately  $300,000  and  accrued  interest
payable of  approximately  $237,835,  pursuant  to the  conversion  terms of the
respective  notes.  The  valuation  of this  transaction  was equal to the "fair
value" of the Company's common stock on the conversion date.

NOTE K - COMMITMENTS AND CONTINGENCIES

The Company  leases  office space under a  noncancellable  operating  lease that
expires  August 31, 2002.  The space has been  sub-leased to a separate  company
owned by the  Company's  CEO.  The Company  incurred no expense  related to this
lease  during   either  of  the  years  ended   September  30,  2003  and  2002,
respectively.



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