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, 2004

[ ] 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, 2004 was $-0-.

The aggregate market value of voting common equity held by  non-affiliates as of
November  2,  2004 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 2, 2004, there were 72,456,441  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                                              3
Item 2 -  Description of Property                                              4
Item 3 -  Legal Proceedings                                                    4
Item 4 -  Submission of Matters to a Vote of Security Holders                  4

PART II

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

PART III

Item 9 -  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act                    8
Item 10 - Executive Compensation                                               9
Item 11 - Security Ownership of Certain Beneficial Owners And Management      10
Item 12 - Certain Relationships and Related Transactions                      10
Item 13 - Exhibits and Reports on Form 8-K                                    10
Item 14 - Principal Accountant's Fees and Services                            11

SIGNATURES                                                                    12

                                       2
<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.

                                       3
<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 2, 2004, there are  approximately  526 separate holders of record
of the Company's common stock, exclusive of shares held in street name.

                                       4
<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,  2004 and
2003.

YEAR ENDED SEPTEMBER 30, 2004 COMPARED TO YEAR ENDED SEPTEMBER 30, 2003

General and  administrative  expenses for the years ended September 30, 2004 and
2003  were  approximately  $12,000  and  $60,000,  respectively.  The  principal
component of these expenditures was the accrual of interest on outstanding notes
payable and operating  expenses related to maintaining the Company's  compliance
with the Securities  Exchange Act of 1934.  Interest expense for the years ended
September 30, 2004 and 2003 was  approximately  $2,100 in each respective  year.
Included in interest  expense for Fiscal 2004 and 2003 is  approximately  $2,100
and  $41,000  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.

On December 3, 2003,  upon the failure to timely  convert or post a timely claim
for repayment, the Company's Board of Directors, acting upon the advise of legal
counsel,  voided the remaining outstanding unconverted notes payable aggregating
approximately  $50,000 and the  associated  accrued  interest  of  approximately
$36,956 and  recognized a one-time  gain on the technical  forgiveness  of these
debts.

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

General and  administrative  expenses for the years ended September 30, 2002 and
2001  were  approximately  $60,000  and  $59,000,  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,
2003 and 2002was  approximately $41,000 and $51,500,  respectively.  Included in
interest  expense  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.

LIQUIDITY AND CAPITAL RESOURCES

Cash used by continuing  operating  activities for the years ended September 30,
2004 and 2002 was  approximately  $9,800 and $19,000,  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

                                       5
<PAGE>
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, 2004.

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
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
$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.

On December 3, 2003, the final ultimate maturity date, one remaining  noteholder
exercised his conversion rights and converted approximately $50,000 in principal
and $36,758 in accrued  interest  payable into  8,675,800  shares of restricted,
unregistered common stock.

On December 3, 2003,  upon the failure to timely  convert or post a timely claim
for repayment, the Company's Board of Directors, acting upon the advise of legal
counsel,   voided  the  remaining  outstanding   unconverted  notes  payable  of
approximately  $50,000 and the  associated  accrued  interest  of  approximately
$36,956 and  recognized a one-time  gain on the technical  forgiveness  of these
debts.

                                       6
<PAGE>
GOING CONCERN ISSUES

The  Company's  independent  auditors  issued their  respective  opinions on the
Company's financial  statements for the years ended September 30, 2004 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 $392,000 at September 30, 2004, 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.

ITEM 8 - CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

None.

ITEM 8A - 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.


               (Remainder of this page left blank intentionally)

                                       7
<PAGE>
                                    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            70           President, Director since 1983

    Thomas K. Scallen        79           Chief Executive Officer and
                                          Chairman of the Board since 1983

    Willy Bietak             57           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.

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-year 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.

                                       8
<PAGE>
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

During the year ended  September  30, 2004,  the Company  issued  8,675,800  and
787,100  shares  of  restricted,   unregistered  stock,  respectively,  to  Mark
Rosenberg  in  settlement  of two (2)  convertible  notes  payable  and  accrued
interest and to Thomas K. Scallen as compensation associated with the conversion
of the outstanding notes payable and accrued interest payable. Mr. Rosenberg and
Mr.  Scallen,   constituting  recipients  of  5.0%  or  more  of  the  Company's
outstanding 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.

     Mark Rosenberg                                    8,675,800 shares
     Thomas K. Scallen                                   787,100 shares


ITEM 10 - EXECUTIVE COMPENSATION

There was no cash  compensation paid during either of the respective years ended
December 31, 2004, 2003 or 2002.

We issued our  President,  Thomas K. Scallen,  787,100  shares of  unregistered,
restricted  common stock as  compensation  associated with the conversion of the
outstanding  notes payable and accrued  interest  payable.  This transaction was
valued at  approximately  $7,871,  which  was  equal to the "fair  value" of the
Company's  common stock on the conversion  date. The Company relied upon Section
4(2)  of  The  Securities  Act of  1933,  as  amended,  for  an  exemption  from
registration of these shares and no underwriter was used in this transaction..

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.

DIRECTOR COMPENSATION

The Company's Directors have not received any cash compensation during the years
ended September 30, 2004 or 2003.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth as at September 30, 2004, 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.

                                       9
<PAGE>
                                                                  % of Class
   Name and address                        Number of Shares   Beneficially Owned
   ----------------                        ----------------   ------------------
Anthony Silverman
7305 E. DeAcero Drive
Phoenix AZ 85028                               22,047,100           30.43%

Thomas K. Scallen
4701 IDS Center
Minneapolis MN 55402                            9,898,280           13.66%

Mark Rosenberg
6516 E. Montreal Place
Scottsdale AZ 85254                             8,755,800           12.08%

Fred Burnstein
2900 Norwest Center
510 First Avenue, Suite 610
Minneapolis MN 55402                            8,700,500           12.01%

Thomas F. Miller
13015 Star Ridge Drive
Sun City West AZ 85375                          8,674,800           11.97%

Mark Leibovit and
Alice Wintz Leibovit Living Trust, collectively
4701 IDS Center
Minneapolis MN 55402                            4,455,000            6.15%

Philip Rogers
3575 Cahuenga Blvd. W.
Los Angeles CA 90068                               99,375            0.14%

All Officers and Directors
as a Group (three (3) in number)                9,997,655           13.80%

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During each of the years ended  September 30, 2004 and 2003, the Company's Chief
Executive  Officer  advanced  the  Company  approximately  $9,850  and  $19,000,
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.

As of September 30, 2004 and 2003, respectively,  the Company owed the Company's
Chief Executive Officer approximately $354,500 for cumulative accrued salary.

ITEM 13 - 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
<PAGE>
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

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company paid or accrued the  following  fees in each of the prior two fiscal
years to it's principal accountant, S. W. Hatfield, CPA of Dallas, Texas


                                              Year ended            Year ended
                                             September 30,         September 30,
                                                 2004                  2003
                                                ------                ------
      1. Audit fees                             $5,512                $8,094
      2. Audit-related fees                         --                    --
      3. Tax fees                                   --
      4. All other fees                             --                    --
                                                ------                ------

         Totals                                 $5,512                $8,094
                                                ======                ======

The Company has no formal audit committee. However, as defined in Sarbanes-Oxley
Act of 2002,  the entire  Board of  Directors  is the  Company's  defacto  audit
committee.

In discharging its oversight  responsibility as to the audit process,  the Board
obtained from the independent auditors a formal written statement describing all
relationships  between  the  auditors  and the  Company  that  might bear on the
auditors'  independence as required by Independence Standards Board Standard No.
1,  "Independence  Discussions with Audit  Committees." The Board discussed with
the  auditors  any   relationships   that  may  impact  their   objectivity  and
independence,  including fees for non-audit services, and satisfied itself as to
the auditors'  independence.  The Board also discussed  with  management and the
independent  auditors  the  quality  and  adequacy  of  the  Company's  internal
controls.  The Board reviewed with the  independent  auditors  their  management
letter on internal controls, if one was issued by the Company's auditors.

The Board  discussed  and  reviewed  with the  independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States of America,  including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees".

The Board reviewed the audited financial statements of the Company as of and for
the years ended  September 30, 2004 and 2003 with management and the independent
auditors. Management has the sole ultimate responsibility for the preparation of
the  Company's  financial  statements  and the  independent  auditors  have  the
responsibility for their examination of those statements.

Based  on the  above-mentioned  review  and  discussions  with  the  independent
auditors and management,  the Board of Directors  approved the Company's audited
financial  statements and recommended that they be included in its Annual Report
on Form  10-KSB for the year  ended  September  30,  2004,  for filing  with the
Securities and Exchange Commission.

The Company's principal accountant, S. W. Hatfield, CPA did not engage any other
persons or firms  other than the  principal  accountant's  full-time,  permanent
employees.

                                       11
<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 2, 2004                    /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 2, 2004                    /s/ Philip Rogers
       ----------------                    -------------------------------------
                                                                   Philip Rogers
                                                          President and Director


Dated: November 2, 2004                    /s/ Thomas K. Scallen
       ----------------                    -------------------------------------
                                                               Thomas K. Scallen
                                                         Chief Executive Officer
                                                                    and Director


Dated: November 2, 2004                    /s/ Willy Bietak
       ----------------                    -------------------------------------
                                                                    Willy Bietak
                                                                        Director

                                       12
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                                    CONTENTS

                                                                          Page
                                                                          ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                         F-2

FINANCIAL STATEMENTS
   Balance Sheets
     as of September 30, 2004 and 2003                                     F-4

   Statements of Operations and Comprehensive Income (Loss)
     for the years ended September 30, 2004 and 2003                       F-5

   Statement of Changes in Shareholders' Equity
     for the years ended September 30, 2004 and 2003                       F-6

   Statements of Cash Flows
     for the years ended September 30, 2004 and 2003                       F-7

   Notes to Financial Statements                                           F-8

                                      F-1
<PAGE>
               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, 2004 and 2003 and the
related   statements  of  operations   and   comprehensive   loss,   changes  in
shareholders'  equity  and cash flows for each of the years  then  ended.  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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits 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, 2004 and 2003 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
                                          --------------------------
                                          S. W. HATFIELD, CPA
Dallas, Texas
October 22, 2004

                                      F-2
<PAGE>
                        CENTURY PARK PICTURES CORPORATION
                                 BALANCE SHEETS
                           September 30, 2004 and 2003
<TABLE>
<CAPTION>

                                                                        September 30,         September 30,
                                                                            2004                  2003
                                                                         -----------           -----------
<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
   Accounts payable - trade                                                      395                    --
   Accrued officer compensation                                              354,500               354,500
   Accrued interest payable                                                       --                73,714
   Other accrued expenses                                                         --                 9,027
   Advances from shareholder                                                  37,744                27,887
                                                                         -----------           -----------
      TOTAL CURRENT LIABILITIES                                              392,639               565,128
                                                                         -----------           -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
   Common stock - $0.001 par value
     200,000,000 shares authorized
     72,456,441 and 62,993,541 shares
      issued and outstanding, respectively                                    72,456                62,994
   Additional paid-in capital                                              6,804,569             6,717,299
   Accumulated deficit                                                    (7,268,738)           (7,344,495)
                                                                         -----------           -----------
      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                  (391,713)             (564,202)
                                                                         -----------           -----------

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, 2004 and 2003
<TABLE>
<CAPTION>
                                                          Year ended             Year ended
                                                         September 30,          September 30,
                                                             2004                   2003
                                                         ------------           ------------
<S>                                                      <C>                    <C>
REVENUES                                                 $         --           $         --
                                                         ------------           ------------
EXPENSES
   General and administrative expenses                          9,095                 19,022
                                                         ------------           ------------

LOSS FROM OPERATIONS                                           (9,095)               (19,022)

OTHER EXPENSE
   Interest expense                                            (2,104)               (41,005)
                                                         ------------           ------------

LOSS BEFORE PROVISION FOR INCOME TAXES
 AND EXTRAORDINARY ITEM                                       (11,199)               (60,027)

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

LOSS BEFORE EXTRAORDINARY ITEM                                (11,199)               (60,027)

EXTRAORDINARY ITEM
   Extinguishment of notes payable and
    accrued interest, net of income taxes                      86,956                     --
                                                         ------------           ------------

NET INCOME (LOSS)                                              75,757                (60,027)

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

COMPREHENSIVE INCOME (LOSS)                              $     75,757           $    (60,027)
                                                         ============           ============
Income (Loss) per weighted-average
 share of common stock outstanding,
 computed on Net Loss - basic and fully diluted
   From continuing operations                            $      (0.00)          $      (0.00)
   From extraordinary item                                       0.00                   0.00
                                                         ------------           ------------
                                                         $      (0.00)          $      (0.00)
                                                         ============           ============
Weighted-average number of shares
 of common stock outstanding                               70,827,581             24,145,480
                                                         ============           ============
</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, 2004 and 2003

<TABLE>
<CAPTION>
                                            Common Stock        Additional
                                       --------------------       paid-in      Accumulated
                                       Shares        Amount       capital        deficit           Total
                                       ------        ------       -------        -------           -----
<S>                                  <C>           <C>         <C>            <C>              <C>
BALANCES AT OCTOBER 1, 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)

Conversion of notes payable
 and accrued interest payable
 to common stock                      8,675,800       8,675         78,082              --           86,758

Contribution of imputed interest
 on suspended interest on
 notes payable                               --          --          2,104              --            2,104

Common stock issued for
 debt conversion services               787,100         787          7,084              --            7,871

Net loss for the year                        --          --             --          75,757           75,757
                                     ----------     -------     ----------     -----------      -----------

BALANCES AT SEPTEMBER 30, 2004       72,456,441     $72,456     $6,804,569     $(7,268,738)     $  (391,713)
                                     ==========     =======     ==========     ===========      ===========
</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, 2004 and 2003

<TABLE>
<CAPTION>
                                                                   Year ended         Year ended
                                                                  September 30,      September 30,
                                                                      2004               2003
                                                                    --------           --------
<S>                                                                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss)                                                $ 75,757           $(60,027)
   Adjustments to reconcile net income to net cash
    provided by operating activities
      Extinguishment of notes payable and accrued interest           (86,956)                --
      Consulting fees paid with common stock                           7,870                 --
      Contribution of interest expense related to
       suspended interest payable on notes payable                     2,104             41,005
   Increase (Decrease) in
      Accounts payable                                                   395                 --
      Other accrued expenses                                          (9,027)                --
      Accrued interest payable                                            --                 --
                                                                    --------           --------
NET CASH USED IN OPERATING ACTIVITIES                                 (9,857)           (19,022)
                                                                    --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES                                      --                 --
                                                                    --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Funds advanced by officer/shareholder                               9,857             19,022
                                                                    --------           --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                              9,857             19,022
                                                                    --------           --------

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
state 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, 2004 and 2003, 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, 2004 and 2003,  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) available to common shareholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.  Fully diluted earnings (loss) per share
     is  computed  similar  to basic  income  (loss) per share  except  that the
     denominator is increased to include the number of common stock  equivalents
     (primarily  outstanding  options and  warrants).  Common stock  equivalents
     represent the dilutive  effect of the assumed  exercise of the  outstanding
     stock 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, and only if the common stock equivalents are considered
     dilutive  based  upon the  Company's  net  income  (loss)  position  at the
     calculation date.

     The Company had no common stock  equivalents  outstanding  at September 30,
     2004 or 2003, respectively.

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

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.

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.

On December 3, 2003, the final ultimate maturity date, one remaining  noteholder
exercised his conversion rights and converted approximately $50,000 in principal
and $36,758 in accrued  interest  payable into  8,675,800  shares of restricted,
unregistered common stock.

                                      F-9
<PAGE>
                        CENTURY PARK PICTURES CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE F - NOTES PAYABLE - CONTINUED

On December 3, 2003,  upon the failure to timely  convert or post a timely claim
for repayment, the Company's Board of Directors, acting upon the advise of legal
counsel,   voided  the  remaining  outstanding   unconverted  notes  payable  of
approximately  $50,000 and the  associated  accrued  interest  of  approximately
$36,956 and  recognized a one-time  gain on the technical  forgiveness  of these
debts.

For the  respective  years ended  September  30, 2004 and 2003,  the Company has
recognized  approximately  $2,104 and $41,005 in additional  paid-in capital for
imputation of suspended interest on these notes.

NOTE G - RELATED PARTY TRANSACTIONS

Through  September 30, 2004, the Company's Chief Executive  Officer has advanced
the Company  approximately  $37,744 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, 2004 and 2003, 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,
2004 and 2003, respectively, are as follows:

                                       Year ended               Year ended
                                      September 30,            September 30,
                                          2004                     2003
                                      ------------             ------------
      Federal:
       Current                        $         --             $         --
       Deferred                                 --                       --
                                      ------------             ------------
                                                --                       --
                                      ------------             ------------
     State:
       Current                                  --                       --
       Deferred                                 --                       --
                                      ------------             ------------
                                                --                       --
                                      ------------             ------------
         Total                        $         --             $         --
                                      ============             ============

As of  September  30,  2004,  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.

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                                      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, 2004
and 2003,  respectively,  differed from the statutory federal rate of 34 percent
as follows:

                                                    Year ended      Year ended
                                                   September 30,   September 30,
                                                       2004            2003
                                                     --------        --------

Statutory rate applied to earnings (loss) before
 income taxes                                        $ 25,750        $ 20,400
Increase (decrease) in income taxes resulting from:
  State income taxes                                       --              --
  Other, including reserve for deferred tax asset    $(25,750)        (20,400)
                                                     --------        --------

     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, 2004 and 2003.

<TABLE>
<CAPTION>
                                                               Year ended September 30, 2004
                                                        ------------------------------------------
                                                        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, 2003
                                                        ------------------------------------------
                                                        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, 2004 and 2003, 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.

On  December  3,  2003,  the  Company  issued  8,675,800  shares of  restricted,
unregistered  common stock in  redemption  of two (2) notes  payable in the face
amount of  approximately  $50,000 and accrued  interest payable of approximately
$36,758, 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. The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended,  for an exemption from registration of these shares and
no underwriter was used in this transaction.

On  December  3,  2003,   the  Company  issued  787,100  shares  of  restricted,
unregistered   common  stock  as  compensation  for  fees  associated  with  the
conversion of the outstanding notes payable and accrued interest  payable.  This
transaction  was valued at  approximately  $7,871,  which was equal to the "fair
value" of the Company's  common stock on the conversion date. The Company relied
upon Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
from  registration  of  these  shares  and  no  underwriter  was  used  in  this
transaction.

NOTE K - COMMITMENTS AND CONTINGENCIES

The Company  leases  office space under a  noncancellable  operating  lease that
expired on 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, or subsequent thereto.


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                                      F-12