CENTURY PARK PICTURES CORP
10-K/A, 1996-11-12
EATING PLACES
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                                     AMENDED
    

                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  ANNUAL REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities & Exchange Act of 1934

                    For fiscal year ended September 30, 1995

                        CENTURY PARK PICTURES CORPORATION
             (Exact name of registrant as specified in its charter)

         Minnesota               0-14247         41-1458152
(State of Incorporation)       (Commission     (IRS Employer
                               File Number)    Identification Number)

4701 IDS Center, Minneapolis, Minnesota           55402
(Address of principal executive offices)       (zip code)

Registrant's telephone number:  (612) 333-5100




           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE


           Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK par value $.001

Registrant has (1) filed all reports to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934, during the preceding 12 months and (2) has been
subject to such filing requirements for the past ninety (90) days.

Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(ss.229.405 of this chapter) is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

As at December 31, 1995, 9,859,541 common shares were outstanding and the
aggregate market value of the common shares (based upon the average bid and
asked prices of these shares as at December 31, 1995 as reported by the National
Quotation Bureau, Incorporated) of the Registrant held by non-affiliates was
$305,192.44.



                                     PART I

         ITEM 1.  BUSINESS

         (a)  GENERAL DESCRIPTION OF BUSINESS

   
The Company develops, produces and markets various entertainment properties for
the motion picture, pay/cable and commercial television markets and, until
September 1995 through its 50.1% owned subsidiary, Willy Bietak Productions,
Inc. ("WBPI"), produces and operates small touring ice shows and theme shows
appearing in theatres, 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%. The Company's wholly-owned subsidiary, International
Theatres Corporation ("ITC") operates the Chanhassen Dinner Theatre in
Chanhassen, Minnesota which the Company acquired in 1993. The Company
anticipates completing the acquisition of an Arena Football Franchise in the
second fiscal quarter of 1996. The franchise is operated by a wholly-owned
subsidiary, Minnesota Arena Football, Inc.

If ITC fails to generate anticipated cash flow, and if the Arena Football
Franchise is not sold generating sufficient proceeds to pay its debts, 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.

         (b)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The Company's operations are attributable to one business segment. The
ownership, production, and operation of entertainment attractions.

   
         (c)  ACCOUNTANTS OPINION

The Company's independent auditors issued their opinion on the Company's
financial statements for the year ended September 30, 1995, 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 and due to the Company's working capital deficit of
$1,773,971 at September 30, 1995.


         (d)  NARRATIVE DESCRIPTION OF BUSINESS
    

           (i)   International Theatres Corporation

           On July 29, 1993, the Company acquired International Theatres
Corporation which operates the Chanhassen Dinner Theatre, located in suburban
Minneapolis, which the Company believes is the largest dinner theater operation
in the country. The facility, which was founded in 1968, encompasses 87,000
square feet and consists of four theaters and a related food service operation.
The Chanhassen Dinner Theatre has a total theater capacity of over 1,100 and can
serve 1,100 dinners in a two-hour period. Since the Company's purchase, the
Chanhassen Dinner Theatre has been managed by Michael Brindisi, formerly the
artistic director of Chanhassen Dinner Theatre.

           The Chanhassen Dinner Theatre's four theaters play to approximately
180,000 customers annually and have played to over 6 million customers since its
inception. Each theater usually performs eight shows per week. The main theater,
which seats 576 people for dinner and theater, typically offers a musical show,
such as "42nd Street", which is currently being performed. The other theaters
seat 250, 130, and 125 people respectively, and offer a variety of popular
plays, such as "Nunsence", "Mass Appeal", "On Golden Pond", and "Sleuth". The
facilities also include cocktail lounges, private banquet areas and a ballroom.
The Chanhassen Dinner Theatre employs approximately 250 full-time employees,
including 50 actors and musicians.

           Ticket prices, generally include dinner and a show, and vary from
theatre to theatre. An in-house production staff produces each show, including
the development of all costumes and scenery. The Chanhassen Dinner Theatre is
open all year.

           (ii)  Motion Pictures, Pay/Cable, and Television

           In producing 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. 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 during 1993, 1994 and 1995. At September 30, 1995, the
Company had two (2) properties in various stages of production and development
of which one (1) was substantially completed. All such properties have been
charged to expenses.

           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 several major film studios, as well as with numerous "independent" motion
picture and television production companies for the acquisition of artistic
properties, and the services for creative and technical personnel.

         ITEM 2.  PROPERTIES

   
The Company leases, as its headquarters, 1,941 square feet of office space at
4701 IDS Center, Minneapolis, Minnesota 55402. The Company's motion picture and
television operations leases 160 square feet of office space at 3575 Cahuenga
Blvd. West, Los Angeles, California 90048. Management believes that there is
adequate space available in the Los Angeles area to accommodate its California
operations.
    

International Theaters Corporation leases the Chanhassen Dinner Theatre
facilities pursuant to two leases, both of which expire on May 31, 1999. The
Company has an option to extend the term of these leases for two additional
periods of five years each. The leases cover approximately 87,000 square feet
and contain options to purchase the property for $3,665,000, before expiration.


         ITEM 3.  LEGAL PROCEEDINGS

                                      NONE


         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 Report.


                                     PART II


         ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCK HOLDER MATTERS

         a.  Price Range of Common Stock

         The following table shows the range of the closing bid prices for the
Common Stock in the over-the-counter market for the fiscal years ended September
30, 1995 and 1994. The quotations represent prices in the over-the-counter
market between dealers in securities, do not include retail markup, markdown, or
commission and do not necessarily represent actual transactions.


         Fiscal Year 1995                         Bid Prices
         ----------------                         ----------
                                              High        Low
                                              ----        ---

         First Quarter                        1/16        1/32
         Second Quarter                       1/8         1/32
         Third Quarter                        3/32        1/32
         Fourth Quarter                       1/16        1/32


         Fiscal Year 1994                         Bid Prices
         ----------------                         ----------
                                              High        Low
                                              ----        ---

         First Quarter                        5/8         1/8
         Second Quarter                       3/4         1/4
         Third Quarter                         1          1/2
         Fourth Quarter                       5/8         1/8



         b.  Number of equity security holders' accounts at December
             31, 1995:
                                       980


         c.  Dividends:

         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.  SELECTED CONSOLIDATED FINANCIAL DATA


<TABLE>
<CAPTION>
                                       1995              1994 (b)     1993(a)(b)       1992(b)       1991(b)
                                  ------------       ------------- --------------  ------------  -----------


<S>                               <C>             <C>             <C>             <C>             <C>        
Revenues                          $ 6,665,876     $ 5,776,290     $   963,862     $         0     $         0
Net Income (Loss)                    (939,169)       (437,594)       (466,047)       (143,344)       (241,839)
Net Income (Loss) per Share              (.11)           (.05)           (.07)           (.05)           (.09)
Weighted Average Number
  of Common Shares                  8,636,952       8,636,952       6,437,917       2,636,952       2,636,952
Total Assets                        1,963,738       2,876,727       3,013,572          79,814         184,115
Long Term Debt                        562,187         722,924         861,961               0               0
(excluding current portion)
Stockholders' Equity (Deficit)       (643,455)        295,714         733,308          (5,598)        236,241

</TABLE>

(a)      The Company acquired ITC on July 29, 1993.
(b)      Restated to reflect deconsolidation of WBPI.  See Note 5 to
         Consolidated Financial Statements.


         ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND THE RESULTS OF OPERATIONS


                                   OPERATIONS


          Year Ended September 30, 1995 compared to September 30, 1994


Admissions revenues were $4,064,623 for the year ended September 30, 1995
compared to $3,619,314 for the comparable prior year period. All of the
admission revenues were attributable to the operations of ITC. The increase in
admission revenues was primarily attributable to increased paid attendance.

All of the Company's food, beverage and merchandise sales and their related
costs of sales were generated by ITC. Food, beverage and merchandise sales were
$3,665,635 for the year ended September 30, 1995 compared to $3,157,027 for the
comparable prior year period. The increase in such sales was primarily
attributable to increased attendance. The cost of food, beverage and merchandise
sales were $1,151,073 for the year ended September 30, 1995 compared to
$1,011,814 for the comparable prior year period. Such costs as a percent of
related sales were 31.4% and 32.0% for 1995 and 1994, respectively. The slight
improvement in gross margin on food, beverage and merchandise sales were due
primarily to increased prices.

Operating expenses were $5,843,601 for the year ended September 30, 1995
compared to $5,408,396 for the comparable prior year period. The increase in
operating expenses was primarily attributable to increased attendance and more
elaborate props in 1995, offset in part by reduced performers' compensation
which was due to fewer performers in certain productions in 1995 compared to
1994.

General and administrative expenses were $1,243,295 for the year ended September
30, 1995 compared to $1,227,221 for the comparable prior year period. The
increase was primarily due to inflationary increases in certain administrative
costs.

Interest expense was $117,496 for the year ended September 30, 1995 compared to
$139,305 for the comparable prior year period. Substantially all of the interest
expense is related to ITC's capitalized leasehold interest in building as
discussed in Note 3 to the Consolidated Financial Statements. The decrease in
interest is due to the decrease in the outstanding balance of the capitalized
leasehold interest.

Equity in net loss of WBPI was $7,040 for the year ended September 30, 1995
compared to $48,235 for the comparable prior year period. The Company's equity
interest is 30%. See Note 5 to the Consolidated Financial Statements for
condensed financial information of WBPI.

          Year Ended September 30, 1994 compared to September 30, 1993


Admissions revenues were $3,619,314 for the year ended September 30, 1994, all
of which were generated by ITC. Admissions revenues were $603,697 for the year
ended September 30, 1993, all of which were generated by ITC. The increase in
admissions revenues was due to the inclusion of ITC's operations for the entire
year in 1994 as compared to the period from July 29, 1993 to September 30, 1993
for the comparable prior year period.

All of the Company's food, beverage and merchandise sales and their related cost
of sales were generated by ITC. The increase in such sales and cost of sales is
attributable to the inclusion of ITC's operations for the entire year in 1994,
as compared to the period from July 29, 1993, to September 30, 1993, for the
comparable prior year period.

Operating expenses were $5,408,396 for the year ended September 30, 1994, all of
which were attributable to the operations of ITC. Operating expenses were
$833,304 for the year ended September 30, 1993, all of which were attributable
to the operations of ITC. The increase in operating expenses was due to the
inclusion of ITC's operations for the entire year in 1994, as compared to the
period from July 29, 1993 to September 30, 1993 for the comparable prior year
period.

General and administrative expenses were $1,227,221 for the year ended September
30, 1994 compared to $545,149 for the comparable prior year period. The increase
was primarily attributable to the inclusion of ITC's operations for the entire
year in 1994, as compared to the period from July 29, 1993 to September 30, 1993
for the comparable prior year period.

The Company incurred a consolidated operating loss of $1,168,157 for the year
ended September 30, 1994, compared to an operating loss of $467,218 for the
comparable prior year period. For the year ended September 30, 1994, ITC
sustained an operating losses of approximately $753,000, and the Company,
exclusive of ITC's operations, sustained an operating loss of approximately
$415,000. For the year ended September 30, 1993, ITC and the Company incurred
operating losses of approximately $57,000 and $410,000, respectively. The
declining results for ITC are primarily related to declining attendance.

During 1994, the Company sold its interest in a letter of intent and option to
purchase television stations for $865,000, net of commissions and reimbursement
of direct expenses which had been reported as prepaid acquisition costs until
such sale was completed. Such revenues are not anticipated to be reoccurring.
Such amount has been reported as non-operating income. See Consolidated
Statement of Operations and Note 9 to Consolidated Financial Statements.

Interest expense was $139,305 for the year ended September 30, 1994 compared to
$37,852 for the comparable prior year period. Substantially all of these amounts
related to the operations of ITC. The increase was primarily attributable to the
inclusion of ITC's operations for the entire year in 1994, as compared to the
period from July 29, 1993 to September 30, 1993 for the comparable prior year
period.

Equity in net income (loss) of WBPI was $(48,235) for the year ended September
1994 compared to $11,103 for the comparable prior year period. The Company's
equity interest is 30%. See Note 5 to Consolidated Financial Statements for
condensed financial
information of WBPI.

                        LIQUIDITY AND SOURCES OF CAPITAL


Cash provided by (used) in operating activities for the year ended September 30,
1995 was $(501,830) compared to ($518,187) in the comparable prior year period.
Cash provided by investing activities was $65,166 for the year ended September
30, 1995 compared to $698,903 for the comparable prior year period. During 1994,
the Company realized proceeds from sale of option of $985,598. Cash provided
(used) by financing activities was $41,582 for the year ended September 30,
1995, compared to $(113,935) for the comparable prior year period. The increase
in 1995 was primarily due to the increase in excess of outstanding checks over
bank balance of $122,659 and advances from related parties of $45,588.

At September 30, 1995, the Company had cash totaling $32,078 and a working
capital deficit of $1,773,971. The working capital deficit was comprised
primarily of accounts payable of $504,118 and deferred revenues of $848,612.
Accounts payable at September 30, 1995, consisted primarily of ITC's open
invoices that were subsequently paid in the first fiscal quarter of 1996. The
deferred revenues consist primarily of advance ticket sales of ITC's operations.
Management believes the incremental cost that ITC will incur to realize the
revenues attributable to the customers that have purchased tickets in advance
will be offset by the gross profit from food, beverage and merchandise sales to
such customers.

   
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. (See Note 1 to Financial Statements) Accordingly, the
Company will incur little, if any, costs of marketing. Management believes these
actions will contribute to the Company's liquidity. The Company had no material
commitments for capital expenditures as of September 30, 1995 and capital
expenditures for fiscal 1996 are expected to be immaterial.

The Company intends to continue to seek out potential acquisitions, primarily
but not necessarily limited to, television stations. The Company is currently
investigating several multi-station acquisitions. However, these potential
acquisitions are in the early stages of negotiation. The Company intends to
finance any acquisitions with senior bank financing of approximately 60%, and
the remainder with 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 the Company. Management presently does not consider an
acquisition for a merger of the Company a viable alternative.
Management prefers to be independent.

In September 1995, the Company's CEO entered into a letter of intent to lease,
with the option to purchase, an arena football franchise, to be located in
Minneapolis, Minnesota. In connection therewith, the CEO advanced funds of
approximately $57,000 to or for the benefit of the lessor, the league and
others. During the second fiscal quarter, the Company will finalize the
acquisition of the CEO's interest in the franchise with no consideration paid to
the CEO. The definitive lease agreement and contractual arrangement with an
arena are anticipated to be finalized during the second quarter. The franchise
will be operated by Minnesota Arena Football, Inc., a wholly-owned subsidiary of
the Company. The Company's exercise of the option to purchase the franchise will
be dependent in any respect on the reception of this entertainment to the
Minnesota consumer.

During the second and third fiscal quarter, the arena football franchise failed
to generate the anticipated cash flow. Consequently, the Company raised
additional financing from outside sources of approximately $400,000.00. Such
financing is due in December, 1996, and is secured by the common stock of
Minnesota Arena Football, Inc. Management anticipates the financing will be
converted into the Company's common stock. Management is currently attempting to
sell its interest in the arena football franchise. There are no assurances that
the financing will be converted into the Company's common stock. There also are
no assurances that the Company will be successful in its endeavors to sell its
interest in the arena football franchise, or that the proceeds from any such
sale will be sufficient to pay the debts incurred by the arena football
franchise during the second and third fiscal quarters.

Management has caused several of ITC's costs to be reduced or eliminated for
fiscal 1996. ITC's operating budget for fiscal 1996 projects net income.
Management plans to continue to closely monitor the operations of ITC, taking
quick action to control costs and cause expenses to be reduced, should actual
revenues not meet budgeted revenues. ITC's operations are behind budget for the
first fiscal quarter. However, management believes that advance ticket sales and
advance bookings are indicative that the second quarter's results should
approximate budget. Although ITC's operations are continuous throughout the
year, ITC has historically generated profits during the first two fiscal
quarters and has incurred losses during the third and fourth fiscal quarters.
Management anticipates that ITC's results for the first and second fiscal
quarters will provide sufficient funds to sustain their operations for the
remainder of fiscal 1996. However, there is no assurance that ITC will produce
net income for fiscal year 1996.

In December, 1995, and early January, 1996, the Company received $312,423 from
the exercise of warrants to purchase 1,249,692 shares of common stock. The
proceeds are to be used to fund working capital requirements, the acquisition
costs, start up costs and operation of the arena football franchise.
    


   
The Company's independent auditors issued their opinion on the Company's
financial statements for the year ended September 30, 1995, 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 and due to the Company's working capital deficit of
$1,773,971 at September 30, 1995.

Management believes its current cash position, including proceeds from exercise
of stock warrants, is sufficient to sustain its operations for fiscal 1996, and
to fund the cost relative to investigating potential acquisitions. Management
also believes ITC will return to profitability and that ITC will provide
sufficient funds to satisfy its working capital requirements for fiscal 1996.
However, there can be no assurance that anticipated cash flow from ITC's
operations will be achieved.

If ITC fails to generate cash flow, and if the arena football franchise is not
sold generating sufficient proceeds to pay its debts, 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.

During 1995, the Company adopted Financial Accounting Standards
Board No. 121, Accounting for the Impairment of Long-Lived Assets.
    


   
Historically, the Company reviewed its long-lived assets at each balance sheet
date to determine potential impairment by comparing the carrying value of the
long-lived assets with expected future net cash flows provided by operating
activities of the long-lived assets. If the sum of the expected future net cash
flows was less than the carrying value, the Company would record an impairment
loss. An impairment loss would be measured by comparing the amount by which the
carrying value exceeds the fair value of the long-lived assets.

Under the new method, the Company reviews impairment whenever events or changes
in circumstances indicate that the carrying amount of the assets is not
recoverable. Impairment is measured by comparing the carrying value of
long-lived assets to estimated fair value of the long-lived assets.
    

                                    INFLATION


Inflation and changing prices have not had a significant impact on operations of
the Company to date. It is anticipated that future cost increases will be
recovered by adjustment in pricing admissions to the Chanhassen Dinner Theatre
and the WBPI shows.

         ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


This information is included following "Index to Financial Statements".


         ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE


                                      NONE


                                    PART III


         ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         AT SEPTEMBER 30, 1995


                                                             Director/
                                                             Officer
Name                       Office Held                       Since       Age

Philip Rogers              President, Director               1983        61

Thomas K. Scallen          Chief Executive Officer,
                           Director                          1983        70

Ronald L. Leckelt          Chief Financial Officer           1992        43

Howard L. Golden           Director                          1983        58

Bruce Lansbury             Director                          1983        65


   
Mr. Rogers became President and Director upon the Company's formation in 1983.
Mr. Roger 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 CPPC upon its formation in 1983. Mr. Scallen was elected Chief
Executive Officer of the Company on March 14, 1992. 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. Leckelt was elected Chief Financial Officer of the Company in June 1992. For
the three years prior, Mr. Leckelt was a general services partner with the firm
of McGladrey & Pullen, L.L.P., Certified Public Accountants and Consultants. Mr.
Leckelt does not currently devote full time to the Company. Mr. Leckelt is also
a partner with the firm of Sharp & Leckelt, Certified Public Accountants.

Mr. Golden became a Director of the Company upon its formation. Mr. Golden is
the Chairman of the Board and Chief Executive Officer of Total Entertainment
Corp., a company that distributes, syndicates and produces film and television
programming.

Mr. Lansbury became a Director of the Company upon its formation. For more than
the past five years, Mr. Lansbury has been an independent producer and is
Supervising Producer and one of the writers for the television series "Murder
She Wrote."


         ITEM 11.  EXECUTIVE COMPENSATION


<TABLE>
<CAPTION>
Officer Compensation
                                                     Cash and Cash Equivalent     Aggregate
      Name                 Capacity         Year     Salaries                    Remuneration
                                                                                
<S>                                         <C>      <C>                           <C>              
Philip Rogers          President            1995     $  -0-                        $   -0-          
                                            1994     $  -0-                        $   -0-
                                            1993     $  -0-                        $   -0-
                                                                                
Thomas K. Scallen      CEO                  1995     $ 135,000                     $ 135,000
                                            1994     $ 135,692                     $ 135,692
                                            1993     $  70,023                     $  70,023
                                                                                
Ronald L. Leckelt      CFO                  1995     $  60,000                     $  60,000
                                            1994     $  60,000                     $  60,000
                                            1993     $  70,000                     $  70,000
                                                                                
All Officers as a                                                               
   Group                                                                        
 (4 in number)                              1995     $ 195,000                     $ 195,000
                                            1994     $ 195,692                     $ 195,692
                                            1993     $ 140,023                     $ 140,023
                                                                                
</TABLE>
                                                                                

Director Compensation


The Directors have not received any cash compensation. Directors, other than
Messrs. Scallen and Rogers, each received 2 year options to purchase 10,000
shares of the Company's common stock at $1.50 per share in 1993. These options
have been extended to expire September 30, 1996.


      ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT


The following table sets forth as at September 30, 1995, 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.

 Name                            Number of
& Address                         Shares                    Percentage

   
Thomas K. Scallen                1,619,480                      18.8%
Heron Cove, Unit B
Windham, NH 03087
    


All Officers and Directors
as a Group (5 in number)         1,718,855                      19.9%


      ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended September 30, 1994, the Company's CEO provided advances of
$50,000 to the Company. This amount was paid during the fiscal year ended
September 30, 1994. During the year ended September 30, 1995, no advances were
made.

   
At September 30, 1995 and 1994, the Company has advances to the Company's CEO
totalling $48,150 and $113,000, respectively. During 1995, the advances of
$113,000 were reduced to $48,150 through a combination of payments and salary
offsets. Subsequent to September 30, 1995, the advance of $48,150 was repaid by
the Company's CEO. The advances were payable on demand. Interest on advances for
the year ended September 30, 1994, was $1,057. For the year ended September 30,
1995, the Company did not charge any interest on these advances.

During the years ended September 30, 1995 and 1994, the Company paid the
Company's CEO $24,000 per year rent for the use of a condominium in Los Angeles.
The condominium is used for business meetings and entertainment and for lodging
for business travel.
    


As of September 30, 1995, the Company had provided salary advances to the
Company's CFO of $5,208. Subsequent to September 30, 1995, the advance of $5,208
was repaid by the Company's CFO through salary deferrals.

   
As of September 30, 1995, the Company owes the Company's CEO $20,000.00 and $0,
respectively, for cumulative accrued salary and rent for the use of the Los
Angeles condominium. These amounts are included in accrued expenses on the
balance sheet.
    

As of September 30, 1995, the Company owes a company owned by the Company's CEO
$45,588 for contracted salary and cash advances.

   
On September 29, 1995, in consideration of guarantees of revolving lines of bank
debt of WBPI, provided WBPI by its minority shareholder, Willy Bietak the
Company transferred 65,900 of its shares of WBPI common stock to such minority
shareholder, thereby reducing the Company's interest to 30%.
    

                                     PART IV

      ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS
      ON FORM 8-K

(a)  1.       Financial Statements.  See following "Index to Financial
              Statements".

     2.       Financial Statement Schedules.  See following "Index to
              Financial Statements".

(b)  Reports on Form 8-K
                                      NONE

(c)  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 Registrants Report on Form
              8-K is incorporated by this reference.

      (21.)   Registrant owns 30% of Willy Bietak Productions, Inc., a
              Nevada corporation.

      (22.i)  Registrant is the sole shareholder of International Theatres
              Corporation, a Minnesota corporation ("ITC"). ITC does
              business under the registered trade name, Chanhassen Dinner
              Theatres.

      (22.ii) Registrant is the sole shareholder of Minnesota Arena
              Football, Inc., a Minnesota corporation ("MAF"). MAF will do
              business under the trade name Minnesota Fighting Pike.

      (23)    Consent of experts and counsel filed in connection with
              Registration #33-58546 filed on February 17, 1993 are incorporated
              by this reference.

      (25)    Manually signed copies of powers of attorney for members
              of the Board of Directors.


                CENTURY PARK PICTURES CORPORATION AND SUBSIDIARY

           CONSOLIDATED FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
                     INCLUDED IN ANNUAL REPORT ON FORM 10-K
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995


                                      INDEX

Page numbers refer to pages in the attached Consolidated Financial Statements:

                                                        Page

Independent Auditor's Report............................ F-1

Consolidated Balance Sheets - September 30, 1995
  and September 30, 1994................................ F-2

Consolidated Statements of Operations -
  Years ended September 30, 1995, 1994, and 1993........ F-4

Consolidated Statement of Changes in Common
  Stockholders' Equity - Years Ended
  September 30, 1995, 1994, and 1993.................... F-6

Consolidated Statements of Cash Flows -
  Years ended September 30, 1995, 1994, and 1993........ F-7

Notes to Consolidated Financial Statements.............. F-9




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