SECURITIES ~~AND~~ AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549 FORM 10-Q~~

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~September 3130, 2012

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From_______ to _______

0-18954 ~~Commission file number~~

~~ODYSSEY~~Commission file ~~PICTURES CORPORATION (Exact name of small business issuer as specified in its charter)~~number

ODYSSEY PICTURES CORPORATION

(Exact name of small business issuer as specified in its charter)

Nevada		95-4269048
(State of incorporation)		(IRS Employer Identification Number)

2321 Coit Rd. Suite E, Plano, TX 75075 ~~(Address of principal executive office)~~

(~~972)~~Address of ~~867-0055~~principal ~~(Issuer's~~executive ~~telephone number~~office)

~~Indicate by check mark whether the Registrant~~ (1972) ~~has~~ filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to the filing requirement for at least the past 90 days. 867-0055

~~Yes~~ (Issuer’s ~~[X] No~~telephone ~~[ ]~~number)

Indicate by check mark whether the ~~registrant has~~Registrant ~~submitted~~(1) ~~electronically~~has ~~and~~filed ~~posted~~all onreports ~~its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted and~~filed ~~posted~~by ~~pursuant~~Section to13 ~~Rule~~or ~~405~~15(d) of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such ~~shorter~~ shorter period that the ~~registrant~~Registrant was required to ~~submit~~file such reports), and ~~post~~(2) ~~such~~has ~~files).~~been subject to the filing requirement for at least the past 90 days. Yes [X] No [ ]

~~Yes~~Indicate by [check ~~] No~~mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) ~~[ ]~~ Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

~~Yes~~Indicate the [number ~~] No~~of ~~[X]~~shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, par value $.01 per share 72,850,888 outstanding shares as of September 30, 2012.

~~Indicate the~~ODYSSEY ~~number~~PICTURES of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $.01 per share 74,550,888 outstanding shares as of March 31, 2012.CORPORATION

ODYSSEY PICTURES CORPORATION
Part I - FINANCIAL INFORMATION
PART I -	FINANCIAL INFORMATION	2
Item 1.	Financial Statements-unaudited
Item 1	Financial Statements - unaudited
	Balance Sheets as of September 30, 2012 and June 30, 2012	F-1
	Balance Sheets as of March 31, 2012 and June 30, 2011	2
	Statements of Operations for the Three Month Periods Ended September 30, 2012 and 2011 and	F-2
	Statements of Operations for the Three Month Periods Ended March 31, 2012 and 2011 and Statement of Operations for the Nine Month Periods Ended March 31, 2012 and 2011	3
	Statements of Cash Flows for the Three Month Periods Ended September 30, 2012 and 2011	F-3
	Statements of Cash Flows for the Nine Month Periods Ended March 31, 2012 and 2011	4
	Notes to Interim Financial Statements	F-4
	Statement of Stockholders’ Deficiency for the period ended March 31, 2012
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
	Notes to Interim Financial Statements	5
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 4.	Controls and Procedures	5
Item 3	Quantitative and Qualitative Disclosures about Market Risk	9
PART II – OTHER INFORMATION
Item 4	Controls and Procedure	9
Item 1.	Legal Proceedings.	6
PART II -	OTHER INFORMATION	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	6
Item 1	Legal Proceedings	10
Item 3.	Defaults Upon Senior Securities	7
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 4.	Mine Safety Disclosures	7
Item 3	Defaults Upon Senior Securities	10
Item 5.	Other Information	7
Item 4	Not Required	10
Item 6.	Exhibits	7
Item 5	Other Information	10
Signatures		8
Item 6	Exhibits	12
Signatures		11

Item 1. Financial Statements

Odyssey Pictures Corporation
Consolidated Balance Sheet
Assets	March 31, 2012	June 30, 2011
	(unaudited)
Current Assets
Cash & cash equivalent's	$123,900	$6,500
Accounts receivable	105,100	12,100
Prepaid expenses	38,500	57,100
Total current assets	267,500	75,700
Property & equipment (net)	6,400	1,200
Capitalized production costs	731,900	274,300
Other	2,600	2,600
Total assets	$1,008,400	$353,800
Liabilities and Stockholders' Deficiency
Current Liabilities:
Accounts payable	$190,500	$52,800
Accounts payable-related parties	53,700	104,500
Accrued interest	428,300	377,900
Other accrued expenses	825,700	672,100
Legal settlements & judgments	155,100	155,000
Current debt obligations due within one year	331,500	112,000
Debt obligations-in default	97,900	97,900
Liability to issue common stock	125,000	250,000
Deferred income	118,800	225,200
Convertible debt derivative liability	194,800	0
Total current liabilities	2,521,300	2,047,400
Related parties	985,900	987,000
Reserve for loss contingencies	110,000	110,000
Stockholders' Deficiency:
common stock-110,000,000 authorized $0.01 par value
74,550,888 issued & outstanding	745,500	728,500
Additional paid in capital	39,617,300	39,509,300
Unamortized deferred compensation	(133,500)	(181,600)
Accumulated deficit	(42,837,600)	(42,846,800)
Total Stockholders' Deficiency	(2,608,300)	(2,790,600)
Total Liabilities and Stockholders' Deficiency	$1,008,900	$353,800
See notes to unaudited interim financial statements.

Odyssey Pictures Corporation
Consolidated Statement of Operations
(unaudited)
	Quarter Ended March 31,		Nine Months Ended March 31,
	2012	2011	2012	2011
Net Sales of services	$395,400	$444,000	$1,094,200	$1,645,300
Costs Applicable to Sales & Revenue	121,400	147,300	355,400	388,100
Gross Profit	274,000	296,700	738,800	1,257,200
Selling, General & Administrative Expenses	176,300	240,500	596,900	1,020,600
Settlements, net	900	2,400	1,100	2,600
Derivative valuation charges	19,400	0	81,300	0
Total Operating Expenses	196,600	242,900	679,300	1,023,200
Income (Loss) Before Other Income & Income Taxes	77,400	53,800	59,500	234,000
Other Income (Expense)
Excess carrying value of renegotiated payables	0	0	0	56,700
Interest (Expense)	(9,000)	(17,300)	(50,400)	(51,900)
Income (Loss) from continuing operation before income taxes	68,400	36,500	9,100	238,800
Income Taxes	0	0	0	0
Earnings (Loss) from continuing operations	68,400	36,500	9,100	238,800
Net Income (Loss) to Odyssey	$68,400	$36,500	$9,100	$238,800
Basic and Diluted Net Income Per Common Share	Nil	Nil	Nil	Nil
Weighted Average Common Shares Outstanding (Basic)	73,953,086	70,035,332	73,215,615	68,769,866
See notes to unaudited interim financial statements.

PART 1 - FINANCIAL INFORMATION

3ITEM 1. FINANCIAL STATEMENTS

Odyssey Pictures Corporation
Consolidated Statement of Cash Flows
(unaudited)
	Nine Months Ended March 31,
	2012	2011
Cash Flows from Operating Activities:
Net Income	$9,100	$238,800
Adjustments required to reconcile net loss to cash flows
from operating activities:
Excess carrying value of renegotiated payables	0	(56,700)
Amortization of deferred compensation	48,100	51,000
Depreciation & impairment	1,400	700
Expenses paid by the issuance of common stock	(125,000)	495,000
Change in value of derivatives	81,200	0
Changes in Operating Assets & Liabilities:
Accounts Receivable	(95,500)	(47,500)
Prepaid expenses	18,600	(32,600)
Decrease in deferred income	(106,300)	(305,000)
Decrease in payables to affiliates	(52,000)	(139,100)
Accounts Payable & Other	467,000	12,200
Net cash generated by operating activities	246,600	216,800
Cash Flows from Investing Activities:
Investment in production inventory	(455,100)	(174,300)
Purchase of fixed assets	(6,600)	0
Net cash used by investing activities	(461,700)	(174,300)
Cash Flows from Financing Activities:
Loan proceeds	335,500	0
Payments made on long term debt	(3,000)	(31,000)
Payments made on settlements & judgments	0	(30,000)
Net cash used by financing activities	332,500	(61,000)
Net Change In Cash	117,400	(18,500)
Cash-Beginning	6,500	19,900
Cash-Ending	$123,900	$1,400
See notes to unaudited interim financial statements.

Odyssey Pictures Corporation

4Consolidated Balance Sheets

	September 30, 2012			June 30, 2012
	(Unaudited)
Assets

Current assets
Cash and cash equivalents	$	4,855		$	356
Accounts receivable		197,233			134,852
Prepaids		91,547			1,492

Total current assets		293,635			136,700

Property and equipment, net		7,058			7,858

Other assets
Production advances		1,152,126			1,068,974
Other		2,578			2,578
Total other assets		1,154,704			1,071,552

Total assets	$	1,455,397		$	1,216,110

Liabilities and stockholders deficiency

Current liabilities
Accounts payable and accrued expenses	$	228,094		$	223,178
Accounts payable-related parties		78,291			80,190
Accrued interest		449,702			412,739
Other accrued expenses		1,066,946			1,145,305
Legal settlements and judgments		145,993			149,993
Current debt obligations due within one year		560,246			449,246
Debt obligations in default		87,176			-
Liability to issue common stock		125,000			125,000
Related party debt due within one year		876,226			-
Convertible debt derivative liability		186,670			186,670

Total current liabilities		3,804,344			2,772,321

Related parties		109,625			828,876
Reserve for loss contingencies		110,000			110,000
Total liabilities		4,023,969			3,711,197

Stockholders’ equity

Common stock, $.01 par value; 110,000,000 shares authorized, 77,316,582 and 72,850,888 shares issued and outstanding at June 30, 2012 and 2011, respectively		773,158			773,158
Additional paid-in capital		39,677,300			39,677,300
Unamortized deferred compensation		(117,504	)		(133,520	)
Accumulated deficit		(42,901,527	)		(42,812,025	)
Total stockholders’ deficiency		(2,568,572	)		(2,495,087	)

Total liabilities and stockholders’ deficiency	$	1,455,397		$	1,216,110

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

F-1

Odyssey Pictures

Consolidated Statement of Operations

(Unaudited)

	Three Months Ended September 30,
	2012			2011

Net sales of services	$	185,382		$	248,400
Cost applicable to sales and revenue		78,290			130,100
Gross profit		107,092			118,300

Operating Expenses

Selling and general and administrative expenses		163,024			195,100
Settlements, net		455			200
Derivative valuation charges		-			16,000

Total expenses		163,479			211,300

Income (loss) before other income and income taxes		(56,387	)		(93,000	)

Other income (expense)

Excess carrying value of renegotiated payables		6,746			-
Interest expense		(39,861	)		(9,000	)

Total other income (expense)		(33,115	)		(9,000	)

Income (loss) from continuing operations before income taxes		(89,502	)		(102,000	)

Provision for income taxes		-			-
Earnings (loss) from continuing operations		(89,502	)		(102,000	)

Net income (loss) to Odyssey	$	(89,502	)	$	(102,000	)

Net loss per weighted share, basic and fully diluted	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding, basic and fully diluted		77,316,582			72,850,888

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

F-2

Odyssey Pictures Corporation

Consolidated Statement of Cash Flows

(Unaudited)

	Three Months Ended September 30,
	2012			2011

Cash flows from operations

Net income (loss)	$	(89,502	)	$	(102,000	)

Adjustment to reconcile net loss to net cash flows from operating activities:
Excess carrying value of renegotiated payables		6,746			-
Amortization of deferred compensation		16,016			16,000
Depreciation and impairment		800			500

Changes in operating assets and liabilities:

Accounts receivable		(165,076	)		(600	)
Prepaid expenses		(4,852	)		(7,600	)
Deferred income		-			139,800
Payables to related parties and affiliates		15,101			(51,500	)
Accounts payable and other		109,926			43,100

Net cash provided by (used for) operating activities		(110,841	)		37,700

Cash Flows from investing activities

Purchases of equipment		-			(1,800	)
Investment in production inventory and equipment		(82,660	)		(64,100	)

Net cash used provided by (used for) investing activities		(82,660	)		(65,900	)

Cash flows from financing activities

Loan proceeds		215,000			25,000
Payments made on long-term debt		(13,000	)		(1,000	)
Payments made on settlements and judgements		(4,000	)		-

Net cash provided by financing activities		198,000			24,000

Net increase (decrease) in cash		4,499			(4,200	)
Cash, beginning of period		356			6,500

Cash, end of period	$	4,855		$	2,300

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

F-3

ODYSSEY PICTURES CORP

Notes To UNAUDITED CONSOLIDATED INTERIM Financial Statements

~~MARCH~~SEPTEMBER 3130, 2012

1. Basis of Presentation

The Consolidated Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our June 30, ~~2011~~2012 Annual Report on Form 10-K and should be read in conjunction with the notes to financial statements which appear in that report.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related to intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.

In the opinion of management, the information furnished in this Form 10-Q reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three ~~and nine~~-month periods ended ~~March~~September 3130, 2012 and 2011. All such adjustments are of a normal recurring nature. The Financial Statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include some information and notes necessary to conform to annual reporting requirements.

2. Earnings/Loss Per Share

Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

3. ~~Revenues & Economic~~ ~~Dependency:~~Equity Based Compensation

~~Our~~Effective January ~~“Branding~~1, &2011 ~~Services”~~and ~~agreements~~retroactive ~~with~~to ~~Unilistings~~January 1, 2010, the Company granted John Foster option to purchase 4 million shares of common BVstock. ~~resulted~~The incompensation cost that has been charged against income for options was $~~600~~16,~~000~~016 infor ~~revenue~~the inthree-month periods ended September 30, 2012 ~~($1~~and 2011 based on the requisite service period for unvested options as of that date as well as options granted during the period. As of September 30,~~200~~ 2012,~~000~~ ~~from~~there ~~Unilistings~~was UKapproximately in$117,500 ~~2011).~~of ~~Unilistings~~unrecognized ~~are~~compensation ~~companies~~cost ~~owned~~related orto ~~controlled~~non-vested byoptions. ~~current~~The ~~and~~Company ~~former~~expects ~~directors~~to ofrecognize the ~~company~~cost over a weighted average period of 1.54 years.

4. Related ~~Equity~~Party ~~Based~~Transactions ~~Compensation~~not Disclosed Elsewhere:

~~Effective January 1, 2011 and retroactive~~Due toRelated ~~January~~Parties: 1,Amounts ~~2010,~~due ~~the~~related ~~Company~~parties ~~granted~~consist ~~John~~of ~~Foster~~corporate ~~option~~operating toexpenses, ~~purchase~~production 4related ~~million~~advances, ~~shares~~and ofadvances paid ~~common~~by ~~stock~~affiliates. ~~The compensation~~Such ~~cost~~items ~~that~~totaled ~~has been charged against income for options was~~ $48109,~~100~~625 ~~for~~at ~~the~~September ~~nine-month period ended March 31~~30, 2012 ~~based on the requisite service period for unvested options as of that date as well as options granted during the period~~. AsWe ofalso ~~March 31,~~owe ~~2012, there was approximately~~ $~~133~~781,~~500~~251 ofin ~~unrecognized~~accrued compensation ~~cost related~~ to ~~non-vested~~John ~~options. The Company expects~~Foster, toour ~~recognize~~current ~~the cost over a weighted average period of 1~~CEO.~~79 years.~~

5In June 2011, we became sole member and manager of FilmZone, LLC and agreed to repay distributions received from FilmZone in excess of our allocable portion of 2011 profits. ~~Related~~The ~~Party~~total ~~Transactions~~due ~~not~~under ~~Disclosed~~this ~~Elsewhere:~~agreement is $876,226 and is recorded as a note payable to related parties. The note accrues interest at 3% and is due in full by June 30, 2013.

Due Related Parties: Amounts due related parties consist of corporate operating expenses, production related advances, and advances paid by affiliates. Such items totaled $157,000 at March 31, 2012. We also continue to owe $657,000 in accrued compensation to John Foster, our current CEO.

In June, 2011 we became sole member and manager of FilmZone, LLC and agreed to repay distributions received from FilmZone in excess of our allocable portion of 2011 profits. The total due under this agreement is $876,226 and is recorded as a note payable to related parties. The note accrues interest at 3% and is due in full by June 30, 2013.

In January, 2011 the company executed a long term employment agreement with Mr. Foster. The term of the agreement is four years beginning retroactively at January 1, 2010 and requires an annual salary of $250,000 throughout its term. In addition to the salary component the agreement entitles Mr. Foster to receive 5 million shares of common stock immediately and 4 million options vesting in equal annual amounts at the successive anniversary dates of the agreement. Odyssey remains obligated to issue an additional 1.6 million shares to Mr. Foster and has accrued the $125,000 fair value of these additional shares as a current liability. The new agreement continues in effect until January 1, 2014.

~~6. New Notes and Loans Payable:~~F-4

~~Convertible~~5. New ~~Debt~~Notes ~~treated~~and asLoans ~~a Derivative Instrument~~Payable:

In October, November and February we issued an aggregate of $113,000 in convertible promissory notes. The notes bear interest at 8% per annum until paid or converted. The note are due nine month from the date of issuance. The notes were classified as derivative instruments due to a 42% discount to fair value conversion rate formula. The conversion formula results in a potential conversion to a number of shares of common stock that is not fixed or determinate. Accordingly, the convertible debt instruments have been accounted for as derivative instruments and recorded at fair value. As of March 31, 2012 the fair value exceeded the face value of the notes by $81,300 and resulted in a carrying value of $194,800.

Other Notes:

In July ~~March~~2012, ~~2012~~ we issued a promissory note. The face value and cash proceeds of the note were $~~200~~100,000 and matures September 30, 2013. As security for the note, the holder was granted an Assignment and Transfer of Rights. A summary of rights so assigned and transferred is as follows:

● An interest in commissions earned from distribution of film rentals and ~~matures~~licensing ~~September~~derived ~~30,~~from ~~2012~~all products Odyssey exploits and earns in the ordinary course of operating its business (“Revenue Interest”). AsThe ~~security~~ interest extends for a period of ten (10) years from the ~~note~~date of the Agreement unless sooner terminated by mutual agreement between the parties. At the end of the ten years, the ~~holder~~parties ~~was~~may ~~granted~~elect to renew this term for an ~~Assignment~~additional ~~and~~ten ~~Transfer~~years ofunless ~~Rights~~otherwise negotiated. AThe ~~summary~~Revenue Interest by Lender shall be equal to ten percent (10%) of ~~rights~~the sonet ~~assigned~~collected and ~~transferred~~earned commissions that Borrower receives. The “Revenue Interest” is ~~as follows:~~payable within 30 days of receipt by Borrower.

An● ~~interest~~Gross inProfit ~~commissions~~revenues ~~earned~~collected from ~~distribution~~Borrower ofduring ~~film rentals and licensing derived from all products Odyssey exploits and earns in~~ the ~~ordinary course of operating its business (“Revenue Interest”). The interest extends for a~~ period ofending ~~ten~~upon ~~(10) years from~~ the ~~date~~Maturity ofDate ~~the~~or ~~Agreement~~any ~~unless~~extension ~~sooner~~thereof, ~~terminated~~as byrepayment ~~mutual agreement between the parties. At the end~~ of the ~~ten years~~Note, ~~the parties may elect to renew this term for an additional ten years~~ unless ~~otherwise negotiated.~~extended ~~The Revenue Interest~~ by Lender ~~shall be equal to ten percent (10%) of the net collected and earned commissions that Borrower receives~~. ~~The “Revenue Interest” is payable within 30 days of receipt by Borrower.~~

~~Gross~~● ~~Profit~~Payment of minimum revenues ~~collected~~totaling ~~from~~$40,000 ~~Borrower~~over ~~during~~and above the ~~period~~Principal ~~ending~~Balance ~~upon~~from Borrower on or before the Maturity Date, or any extension thereof, ~~as repayment of the Note,~~ unless extended by Lender.

Payment of minimum revenues totaling $40,000 over and above the Principal Balance from Borrower on or before the Maturity Date, or any extension thereof, unless extended by Lender.

The note contains customary negative covenants for loans of this type subject to the approval of the lender, including limitations on the Company’s ability to incur indebtedness, issue securities, make loans and investments, make capital expenditures in excess of $2 million, dispose of assets and enter into mergers and acquisition transactions.

76. Subsequent Events:

OnManagement ~~April~~has ~~15,~~evaluated ~~2012~~subsequent weevents through ~~issued~~November 420,~~000,000~~ ~~warrants as consideration for services. The warrants are exercisable at $0.04 and expire April 15~~2012, ~~2017.~~the Wedate ~~estimate~~ the ~~value~~financial ofstatements ~~these warrants~~were available to be ~~$157,000 using the Black-Scholes option pricing model with inputs as described in our June 30, 2011 financial statements~~issued.

F-5

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this Form 10-Q.

Overview

During all periods included in this Annual Report, the Company has maintained consistent operations. As of the date of this report, the Company has had limited ongoing operations catering to a single client with services consisting of: creating brand marketing, web site design and development services, Internet broadcast development specialized graphics and online business presentation services to Company’s client and a limited numbers of its companies. These projects are managed by the Company and are completed using principally third party contract services. The revenue derived from these services has assisted the company with capital to pay legal fees to settle claims and expenditures to maintain the Company in compliance with Securities and Exchange Commission regulations such as accounting and auditing and other costs related to financial disclosure obligations.

Results of Operations for the three months ended September 30, 2012 and 2011

Net sales of services for the three months ended September 30, 2012 and 2011 were $185,382 and 248,400, respectively, a decrease of $63,018 or 25%. Cost applicable to sales and revenue decreased $51,810 (40%) to $78,290 for the three months ended September 30, 2012 from $130,100 reported for the comparable period in the prior year. The decrease in revenue of $63,018, partially offset by the $51,810 decrease in cost applicable to sales and revenue resulted in a $11,208 decrease in gross profit for the three months ended September 30, 2012, when compared with the three month period ended September 30, 2011.

Amortizable capitalized film inventory costs related to revenues on licensees and the receipt of payments on residuals have been fully amortized or impaired in prior periods. We expense all current costs as incurred. Selling, general and administrative expenses and other operating expenses decreased $47,821 (23%) to $163,479 for the three months ended September 30, 2012 from $211,300 reported for the same period in the prior year.

Total other expenses increased $24,115 to $33,115 for the three months ended September 30, 2012 from $9,000 reported for the comparable period in the prior year. This $24,115 increase was attributable to the $30,861 increase in interest expense, partially offset by a $6,746 increase in the excess carrying value of renegotiated payables. We recognized the full discount as interest expense in the current period.

In 2011 we wrote off certain accounts payable in which no attempts at collection had been made or which we had determined were barred from collection by the Texas and New York statute of limitations. We also negotiated revised amounts and terms on a trade payable and two judgments. A summary of the amounts recognized as income from the discharge of debt is as follows:

	2011
Excess carrying value of settled obligations	$	(8,081	)
Related accrued interest		192,000
Obligations deemed barred by statute of limitations		244,498
Write down of excess accrued interest		287,398
	$	715,815

For the three months ended September 30, 2012 and 2011, the Company reported a net loss of $89,502 and $102,000, respectively, a decrease in net loss of $12,498, or 12%. This decrease in net loss is primarily attributable to a $51,810 decrease in cost applicable to sales and revenue, a $47,821 decrease in operating expenses, partially offset by a $63,018 decrease in net sales of services and a $24,115 increase in other expenses.

As of June 30, 2012, the Company had no agreements with sub-distributors relating to distribution commitments or guarantees that had not been recognized in the statement of operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated material revenues and sufficient revenues may not be forthcoming. Accordingly, we must raise cash from sources other than operations.

There is substantial doubt about the company’s ability to continue as an ongoing business due to a continued working capital deficiency as substantiated by the financial statements in this report. It should be noted that this working capital deficiency is 50% comprised of debt to related parties. Whereas the Company has been consistently profitable with positive cash flows during these past nine fiscal quarters, and we continue to expand into other markets, we cannot guarantee or ensure present activity as a future trend. Should the Company experience an interruption in the current services that it provides its captive client, or our market activity does not result in expanded revenue resources, we would be required to seek alternative financing and raise additional funds to finance operations in order to remain a going concern. If this were the case, we might not be able to timely and effectively receive positive response to new capital needs and, if we do, we are not assured that the terms of any financing would be affordable or advantageous to continued operations.

To offset this uncertain element, the company has recently embarked on new avenues of business in building strategic relationships with other successful sales agencies, production companies and prospective clients. If we were required to afford operations and accommodate our working capital deficiency without the necessary timeliness or our proposed business elements in place, we would be unable to assert that our current cash and cash equivalents would be sufficient and, as a result, there would be substantial doubt as to our ability to continue as a going concern.

Liquidity and Capital Resources

Net cash used for and provided by operating activities for the three months ended September 30, 2012 and 2011 was $110,841 and $37,700, respectively, an increase in cash used for operating activities of $148,541. At September 30, 2012 and June 30, 2012, the Company reported a cash and cash equivalents balance of $4,855 and $356, respectively. Shown below is a summary of the cash flows for the three month periods ended September 30, 2012 and 2011.

	Three Months Ended September 30,
	2012			2011
Cash provided by (used for) operating activities	$	(110,841	)	$	37,700

Cash flows used for investing activities		(82,660	)		(65,900	)

Cash flows provided by financing activities		198,000			24,000

Net increase (decrease) in cash		4,499			(4,200	)

Cash, beginning of period		356			6,500

Cash, end of period	$	4,855		$	2,300

The Company continues to fund operation through revenues, trade payables, the issuance of stock and the proceeds of short term borrowings.

Our access to capital resources is limited to obtaining small loans with short term maturities and to use the value of our common stock as currency to settle existing obligations in such situation where the stock is acceptable by the counter party.

Commitments and Capital Expenditures

The Company had no material commitments for capital expenditures as of June 30, 2012.

Critical Accounting Policies Involving Management Estimates and Assumptions

Our discussion and analysis of our financial condition and results of operations is based on our financial statements. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America, we must make a variety of estimates that affect the reported amounts and related disclosures.

Revenue Recognition. The Company recognizes revenue in accordance with the provisions of Statement of Financial Accounting Standards No. 139 and American Institute of Certified Public Accountants Statement of Position 00-2 (collectively referred to as “SOP 00-2”). Revenues from licensing contracts are recognized when the project is completed and delivered or is available for exhibition by the licensee or client and when certain other conditions are met. All revenues for the periods presented were derived principally from royalty and services contract and, in some cases, the foreign distribution rights and continuing ancillary revenues from media products that the Company has had in circulation, such as foreign income from soundtracks or other revenue not previously accounted for (known as residuals”) relating thereto.

Stock Based Compensation. We will account for employee stock-based compensation costs in accordance with ASC 718, Share-Based Payments , which requires all share-based payments to employees, including grants of employee stock options, to be recognized in our statements of operations based on their fair values. We will utilize the Black-Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our stock-based compensation.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Deferred Tax Valuation Allowance. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. Income tax expense is the total of tax payable for the period and the change during the period in deferred tax assets and liabilities.

Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock: We account for obligations and instruments potentially to be settled in the Company s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments . This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock.

Off-Balance Sheet Arrangements

Odyssey does not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

ITEM 4. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. John Foster, our Chief Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining disclosure controls and procedures for our company.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2012 (under the supervision and with the participation of the Chief Executive Officer and the Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated under the Exchange Act. As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, our Company’s Chief Executive Officer and Principal Accounting Officer have concluded that our Company’s disclosure controls and procedures were not effective as of September 30, 2012 due to the lack of sufficient personnel to assure segregation of duties and lack of a GAAP accounting professional on staff. Management with the assistance of its Securities Counsel will closely monitor all future filings to ensure completeness of all company filings.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

Changes in Internal Controls

We have also evaluated our internal control for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

Watson, Farley and Williams v. Odyssey Pictures Corp., Gold Leaf Pictures, Belgium, Johan Schotte, Chardonnay Enterprise Ltd, and A Hero From Zero N.V. Complaint filed April 30, 2001, New York Supreme Court, New York County, for balance owing for services rendered from the period beginning 1997 through to April of 2001 to all named defendants. Odyssey has answered this complaint, although it was not notified until August 10, 2001 denying its position in the named defendants. Odyssey contends that it did, in fact, pay any and all outstanding related legal bills related to the Plaintiff’s corporate involvement. Odyssey offered a settlement in 2002, however, no response has been made from the Plaintiff on this matter as of the close of business on June 30, 2012.

On June 30, 2006 the Company entered into a settlement agreement with ThorFilms, LLC. as to claims of each whereby the Company agreed to make payment of $100,000 to ThorFilms, LLC prior to December 30, 2006. In the reported period, the Company has entered into subsequent negotiations in this matter. Is has made initial payments toward the settlement of this claim which it expects to conclude in the coming fiscal year.

The Company is subject to other legal proceedings that arise in the ordinary course of its business and from prior management activities. Other than that as disclosed above, in the opinion of present management, the aggregate liability, if any, with respect to these other actions will not materially adversely affect our financial position, results of operations or cash flows.

ITEM 1A. Risk Factors

Not required for smaller reporting companies.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

ITEM 2 3. ~~Management's~~Defaults ~~Discussion~~Upon ~~and~~Senior ~~Analysis of Financial Condition and Results of Operations~~Securities

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this Form 10-Q. None

~~Overview~~ITEM 4. ~~and~~Submission ~~Financial~~of ~~Condition~~Matters to a Vote of Security Holders.

~~During the nine months ended March 31, 2012,~~No ~~the~~matters ~~Company~~were ~~realized~~submitted ~~revenues~~to ~~from~~security ~~the~~holders ~~sale~~for ofa ~~branding~~vote ~~and~~during ~~image design products and media placement services. As of~~ the ~~date~~ ofperiod ~~this~~ending ~~report,~~September ~~the Company’s ongoing operations have consisted of the sale of these branding and image design products~~30, ~~increasing~~ ~~media inventory, productions in progress and development of IPTV Technology and related services~~2009.

~~Results of Operations for the nine months~~ITEM ~~ended~~5. Other ~~March 31, 2011 and 2010~~Information

~~The Company had revenues for the nine months ended March 31, 2012 of $1,094,200 down from $1,645,300 for the same period ended March 31, 2012~~None. During the period, the Company derived revenues from the sale of branding and image design products and media placement services. The decline in revenue for the interim period ended March 31, 2012 was due primarily to the winding down of the Branding & Services Agreement with Unilistings BV. The Company has traditionally derived revenues from license renewals and residual payments received, the timing of which are typically paid at the discretion of the counter party and are outside the control of the Company.

~~Amortizable capitalized film costs related~~ITEM ~~to revenues on licensees and the receipt of payments on residuals have been fully amortized or impaired in prior periods~~6. ~~We expense~~ ~~all current costs as incurred.~~Exhibits

~~Selling,~~a) general and administrative expenses decreased to $596,900 for the nine months ended March 31, 2012, down from $1,020,600 for the comparable period in 2011 associated primarily with the decrease in gross revenues. Exhibits

As of March 31, 2012, the Company had no agreements with sub-distributors relating to distribution commitments or guarantees that had not been recognized in the statement of operations.

31.1	Section 302 Certification By Chief Executive Officer and Principal Financial Officer
32.1	Section 906 Certification of Principal Executive Officer and Principal Financial Officer

Our auditors have issued a going concern opinion indicating that because the Company may not have readily available resources to fund the Company through June 30, 2011, there is a substantial doubt as to the Company’s ability to continue as a going concern. The Company is dependent upon the continued payment of contract obligations from a single customer and while payments have been made under the terms of the contract through the date of this filing, there is no other assurance that such payments will be paid when due. The company has no liquid reserves from which to fund operations in the event that such payments are not made.7

This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we collect contract payments due us and obtain additional capital from sources other than operations.SIGNATURES

~~Liquidity~~Pursuant to ~~and~~the ~~Capital~~requirements ~~Resources~~of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Cash Flows
	Nine Months	Year Ended
	March 31, 2012	March 31, 2011
Net Cash Generated by Operating Activities	$246,600	$216,800
Net Cash Generated by financing Activities	$332,500	($ 61,000)
Cash Ending	$123,900	$ 1,400

ODYSSEY PICTURES CORPORATION

/s/ John W. Foster
John W. Foster Chairman and CEO

~~Net Cash Generated from Operating Activities~~November ~~for the nine months ended March 31~~20, ~~2011 was $246,600 up from $216,800 for the same period the prior year.~~2012

Net Cash used by financing activities for the period increased during the period to $332,500 over ($61,000). The Company had $123,900 in cash as of March 31, 2012. Both due primarily to the receipt of loan proceeds in the amount of $335,500 during the nine month period ended March 31, 2012.8

The Company continues to fund operation through revenues, trade payables, the issuance of stock and the proceeds of short term borrowings. Although the Company expects to focus on expansion of its customer base and service offerings, revenue for 2012 has been from limited contract sources and there is no assurance that the revenues will continue to be generated in the future without expansion of the Company’s customer base.

The Company generated $246,600 in cash from operating activities for the nine months ended March 31, 2012 compared with $216,800 for the same period the previous year. Our “Branding & Services” agreements with Unilistings BV resulted in $600,000 in revenue in 2012 ($1,200,000 from Unilistings UK in 2011). Unilistings are companies owned or controlled by current and former directors of the company.

Capitalized Production Costs increased to $731,900 as of March 31, 2012, up from $274,300 as of June 30, 2011 due preproduction advances for Hank the Cow Dog, a feature animation project which will extend through 2013.

Financing Activities

During the nine months ended March 31, 2011 the Company exchanged 2,000,000 shares of its common stock for the satisfaction of $120,000 of debt which was recognized as a charge against current period earnings as was $375,000 for 5,000,000 shares pursuant to an executive compensation agreement with the Company’s CEO Mr. Foster.

Convertible Debt treated as a Derivative Instrument: In October, November and February we issued an aggregate of $113,000 in convertible promissory notes. The notes bear interest at 8% per annum until paid or converted. The note are due nine month from the date of issuance. The notes were classified as derivative instruments due to a 42% discount to fair value conversion rate formula. The conversion formula results in a potential conversion to a number of shares of common stock that is not fixed or determinate. Accordingly, the convertible debt instruments have been accounted for as derivative instruments and recorded at fair value. As of March 31, 2012 the fair value exceeded the face value of the notes by $81,300 and resulted in a carrying value of $194,800.

In March, 2012 we issued a promissory note. The face value and cash proceeds of the note were $200,000 and matures September 30, 2012. As security for the note, the holder was granted an Assignment and Transfer of Rights. A summary of rights so assigned and transferred is as follows:

An interest in commissions earned from distribution of film rentals and licensing derived from all products Odyssey exploits and earns in the ordinary course of operating its business (“Revenue Interest”). The interest extends for a period of ten (10) years from the date of the Agreement unless sooner terminated by mutual agreement between the parties. At the end of the ten years, the parties may elect to renew this term for an additional ten years unless otherwise negotiated. The Revenue Interest by Lender shall be equal to ten percent (10%) of the net collected and earned commissions that Borrower receives. The “Revenue Interest” is payable within 30 days of receipt by Borrower.

Gross Profit revenues collected from Borrower during the period ending upon the Maturity Date or any extension thereof, as repayment of the Note, unless extended by Lender.

Payment of minimum revenues totaling $40,000 over and above the Principal Balance from Borrower on or before the Maturity Date, or any extension thereof, unless extended by Lender.

Commitments and Capital Expenditures

The Company had no material commitments for capital expenditures. During this period, the Company obtained $246,600 cash through revenues. The Company also has a long-term employment agreement with our President which was approximately $250,000 per year. This agreement is in effect until January 2014.

Amounts due related parties consist of corporate operating expenses, production related advances, and advances paid by affiliates. Such items totaled $157,000 at March 31, 2012. We also continue to owe $657,000 in accrued compensation to John Foster, our current CEO.

The Company's continued existence is dependent upon its ability to resolve its liquidity problems. The Company must achieve and sustain a profitable level of operations with positive cash flows and must continue to obtain financing at terms acceptable to adequately to meet its ongoing operational requirements. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Off-Balance Sheet Arrangements

Odyssey does not have any relationships with entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

ITEM 4. Controls and Procedures

We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report.

The limited size of the company including a limited staff makes it extremely difficult to segregate duties in a way that will allow disclosure controls and procedures to be implemented in an effective way. The company has recently hired a Chief Operating Officer and will continue to rely on contract and external professionals to assist in various tasks for disclosure. To the extent that the Company is able to add other executives and professional staff with increased business, it will continue its efforts to create an effective system of disclosure controls and procedures.

a) The Company lacks the financial infrastructure to account for complex transactions which may result in a greater than normal risk that material errors may occur in the financial statements and not be detected timely.

b) The Company currently relies upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.

c) Lack of sufficient segregation of duties. Specifically, this material weakness is such that management must rely primarily on detective controls and controls could be strengthened by adding preventative controls to properly safeguard company assets.

Changes in Internal Controls

We have also evaluated our internal control for financial reporting and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company is subject to other legal proceedings that arise in the ordinary course of its business and from prior management activities. Other than as previously disclosed, in the opinion of present management, the aggregate liability, if any, with respect to these other actions will not materially adversely affect our financial position, results of operations or cash flows.

ITEM 1A. Risk Factors

Not required for smaller reporting companies.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the nine months ended March 31, 2011 the Company exchanged 2,000,000 shares of its common stock for that satisfaction of $120,000 debt. In addition, the Company authorized the issuance of 1,000,000 shares on August 20, 2011 for the settlement of certain existing debts with two unrelated creditors in the total amount of $107,250.

Effective January 1, 2011 and retroactive to January 1, 2010, the Company granted John Foster option to purchase 4 million shares of common stock. The compensation cost that has been charged against income for options was $48,100 for the nine-month period ended March 31, 2012 based on the requisite service period for unvested options as of that date as well as options granted during the period. As of March 31, 2012, there was approximately $133,500 of unrecognized compensation cost related to non-vested options.

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Other Information

None

ITEM 5. Exhibits

a) Exhibits

31.1		Section 302 Certification By Chief Executive Officer and Principal Financial Officer
32.1		Section 906 Certification of Principal Executive Officer and Principal Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ODYSSEY PICTURES CORPORATION

/s/ John W. Foster _____________________________________ John W. Foster Chairman and CEO

May 15, 2014

Filing Compare · ODYSSEY PICTURES CORP