UNITED ~~STATESSECURITIES~~ ~~AND EXCHANGE COMMISSIONWashington, D.C. 20549~~STATES

~~_________________~~SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

~~þ ANNUAL REPORT~~For ~~PURSUANT~~the TOfiscal ~~SECTION~~year ended: 13June OR30, ~~15(d)OF THE SECURITIES EXCHANGE ACT OF 1934~~2013

For the fiscal year ended: June 30, 2012

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

For the transition period from: ~~_______~~_____________ to ~~______~~_____________

_________________

ODYSSEY PICTURES CORPORATION

(Exact name of registrant as specified in its charter)

_________________

Nevada	0-18954	95-4269048
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation or Organization)	File Number)	Identification No.)

Nevada	000-18954	95-4269048
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

2321 Coit Road, Suite E, Plano, TX 75075

~~2321 Coit Rd Suite E, Plano, TX, 75075~~(Address of Principal Executive Offices) (Zip Code)

(972) 867-0055~~(Registrant’s telephone number, including area code)~~

~~Securities~~(Registrant’s telephone ~~registered~~number, ~~pursuant~~including toarea ~~Section 12(b~~code) ~~of the Act:~~

~~Title~~Securities registered ofpursuant ~~each~~to ~~className~~Section 12(b) of ~~each~~the ~~exchange~~Act: ~~on which registered~~NONE

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

Title of each class

Common Stock: $.01 Par Value

Title of each class Name of each exchange on which registered

~~None~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

~~_________________~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark ifwhether the registrant is(1) ahas ~~well-known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to inbe ~~Rule 405~~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 such filing requirements for the past 90 days. Yes o [X] No [ þ]

Indicate by check mark ifwhether the registrant ishas ~~not~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to ~~file~~be ~~reports~~submitted and posted pursuant to ~~Section~~Rule 13405 orof ~~Section 15~~Regulation S-T (d)§229.405 of this chapter) during the preceding ~~Act~~12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ [X] No [ o]

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~(1)~~delinquent ~~has~~filers ~~filed~~pursuant ~~all reports required~~ to beItem ~~filed~~405 byof ~~Section~~Regulation 13S-K ~~or 15~~(d)§229.405 of ~~the~~this ~~Securities~~chapter) ~~Exchange~~is not ~~Act~~contained ofherein, ~~1934~~and ~~during~~will ~~the~~not ~~preceding~~be 12contained, ~~months~~to ~~(or~~the ~~for~~best ~~such~~of ~~shorter~~registrant’s ~~period~~knowledge, ~~that~~in ~~the~~definitive ~~registrant~~proxy ~~was~~or ~~required~~information tostatements incorporated ~~file~~by ~~such~~reference ~~reports), and~~in ~~(2)~~Part ~~has~~III ~~been~~of ~~subject~~this toForm ~~such~~10-K ~~filing~~or ~~requirements~~any ~~for~~amendment ~~the~~to ~~past~~this 90Form ~~days~~10-K. Yes þ [X] No [ o]

Indicate by check 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 (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§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. Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o[ ] Accelerated filer o[ ] Non-accelerated filer o[ ] Smaller reporting company þ[X]

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

The aggregate market value of the voting stock held by non-affiliates of the Registrant, asbased on the closing price of the Registrant’s Common Stock on June 30, ~~2012~~2013, was approximately $4675,~~591,175~~183 (based on the mean between the closing bid and asked prices of the Common Stock on such date), which value, solely for the purposes of this calculation, excludes shares held by Registrant'’s officers and directors and affiliates as reported herein in the amount of 23,302,752 shares. Such exclusion should not be deemed a determination by Registrant that all such individuals are, in fact, affiliates of the Registrant.

~~Note.—If a determination~~APPLICABLE asONLY toTO ~~whether~~REGISTRANTS aINVOLVED ~~particular~~IN person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in the Form.BANKRUPTCY

~~APPLICABLE~~PROCEEDINGS ~~ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCYPROCEEDINGS~~ DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ o ] No [ þ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS

~~Indicate~~As ~~the~~of ~~number~~March of31, ~~shares~~2014 there were outstanding of105,880,234 ~~each~~shares of ~~the~~Odyssey ~~registrant~~Pictures Corporation’s ~~classes of~~ common stock, aspar ofvalue ~~the~~$.01 per ~~latest~~share ~~practicable~~(the ~~date~~“Common Stock”).

~~As of June 30, 2012 there were outstanding 77,316,582 shares of Odyssey Pictures Corporation's common stock, par value $.01 per share (the "Common Stock").~~INDEX

DOCUMENTS INCORPORATED BY REFERENCE

		Page
PART I

Item 1.	Business	3

Item 1.A.	Not Applicable

Item 1.B.	Not Applicable

Item 2.	Properties	6

Item 3.	Legal proceedings	6

Item 4.	Mine Safety Disclosures	6

PART II

Items 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7

Item 6.	Not Applicable

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 8.	Financial Statements and Supplementary Data.	13

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	13

Item 9.A.	Controls and Procedures	13

PART III

Item 10.	Directors and Executive Officers ad Corporate Governance	16

Item 11.	Executive Compensation	17

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	20

Item 13.	Certain Relationships and Related Transactions and Director Independence	21

Item 14.	Principal Accountant Fees and Services	21

Item 15.	Exhibits, Financial Statement Schedules	22

Signature

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

ODYSSEY PICTURES CORPORATION

Form 10-K

Report for the Fiscal Year

Ended June 30, 2012

PART I Item 1. Business Item 1A Not Applicable Item 1B Unresolved Staff Comments: None Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures: None Required PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. NA Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. None Required Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures PART III Item 10. Directors and Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Item 13. Certain Relationships and Related Transactions and Director Independence Item 14. Principal Accountant Fees and Services Item 15. Exhibits, Financial Statement Schedules Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Cash Flows Consolidated Statements of Stockholders' Deficiency Signatures

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

(a) General Development of Business

Odyssey Pictures Corporation ("“Odyssey"” or the "“Company"”), formerly known as Communications and Entertainment Corp., was formed in December 1989 as a holding Company. In September 1990, Double Helix Films, Inc. ("“Double Helix"”), a producer of low budget films, and Odyssey Entertainment Ltd. ("“OEL"”), an international film distribution Company, were merged with wholly owned subsidiaries of the Company (the "“Mergers"”). In June 1991, the Company sold Double Helix and thereafter began to focus on the distribution of motion pictures in overseas markets as its primary business.

Beginning in the fiscal year ended June 30, 2008, the Company began selling branding services, web site design and development services ~~and~~ and graphics and online business presentation services to a limited numbers of companies. These projects are managed by the Company and are completed using principally third party contract services. To the extent that the Company relies on outside vendors, there is no assurance that acceptable vendors will remain available to enable the Company to continue to offer these services as part of its business offering however, to the extent they are available, the Company expects to expand this line of business in addition to film, digital delivery technologies, finance, marketing and other related businesses.

(b) Narrative Description of Business

The focus of the distribution segment of the industry in general, has expanded into areas other than filmed entertainment properties. With emerging markets in e-commerce, varying levels of broadcast, new fields of revenue opening for direct-to-market applications, along with technological advancement for electronic distribution of media content throughout the world, Odyssey developed a new plan to engage in latest methods of distribution at various levels of this technological advancement for delivery of content and services to the client, client affiliates, or the end users.

As a next step in its business development, the Company has been selling branding services, web site design and development services and graphics and online business presentation services to a limited numbers of companies on a contract basis. These projects are managed by the Company and are completed using principally third party contract services. The Company’s delivery of services on a contract basis allows it to receive revenues throughout the production and delivery of the service rather than waiting until final product delivery.

The delivery of web site design, development and content services, as well as hosting platform design services, allows the Company to to initiate development of its own proprietary platform, now the beginning stages, at the same time that it is providing these ~~services~~ services for customers.

Our business has a new focus and generally falls into the following categories:

1. Service Representation. Our Company contracts with a client to organize and administer a new campaign for their image, branding, marketing, and general awareness of their product, media materials including all forms of recorded media, and defining methods of distribution specific to that particular client'’s needs represented by ~~the~~a ~~Company’s~~services agreement with ~~Indiepix Films for~~ the ~~distribution of its film Library~~client. Our Company engages with the client and receives a fee in consideration for the proposed duration of time, the amount of man hours that are going to be devoted in order to build the various campaigns that are required, and formulates a budget based on new materials that have to be generated in order to penetrate the clients markets.

2. Distribution Methods. Along with the assemblage of service platform for the client, the Company receives rights to distribute, organize, and otherwise make ready all necessary content elements in order to administer them to the network, outlet, or specified end performance venue of such content. As before practiced, the Company then seeks to license the rights it has been authorized to subdistributors in the territories for the respective distribution rights. In general, the grant of rights to the subdistributors includes all media since digital distribution does involve all forms previously segregated for independent sales among one or many other sales agents in the past. The subdistributor in each territory generally pays for its distribution rights with a down payment at the time the contract is executed with the balance becoming due before access to the content can be made through the Company's secure process over the Internet. In some cases, our Company will provide certain arrangements where advertising revenue is split in lieu of licensing fees for the benefit of the client and where the client may have sponsorships, advertising, marketing campaigns already directed by our Company. This revenue sharing process is incorporated as a part of the service arrangement that we are providing for the client. In this case, our Company is licensing both the content and the entire advertising/sponsorship program package from which revenue would be generated upon transmission and/or broadcast.3

2. Distribution Methods. Along with the assemblage of service platform for the client, the Company receives rights to distribute, organize, and otherwise make ready all necessary content elements in order to administer them to the network, outlet, or specified end performance venue of such content. As before practiced, the Company then seeks to license the rights it has been authorized to subdistributors in the territories for the respective distribution rights. In general, the grant of rights to the subdistributors includes all media since digital distribution does involve all forms previously segregated for independent sales among one or many other sales agents in the past. The subdistributor in each territory generally pays for its distribution rights with a down payment at the time the contract is executed with the balance becoming due before access to the content can be made through the Company’s secure process over the Internet. In some cases, our Company will provide certain arrangements where advertising revenue is split in lieu of licensing fees for the benefit of the client and where the client may have sponsorships, advertising, marketing campaigns already directed by our Company. This revenue sharing process is incorporated as a part of the service arrangement that we are providing for the client. In this case, our Company is licensing both the content and the entire advertising/sponsorship program package from which revenue would be generated upon transmission and/or broadcast.

With worldwide distribution markets developing new platforms on a rapid basis, the independent media releasing and distribution industry has had to change methods of operating in order to remain competitive with the broadcast, film, and prerecorded (DVD) business (notice the reduction of venues from past replications). The entry level to online access for broadcast markets has become an essential element in determining and maintaining the existence and future of many businesses and entertainment venues.

Online distribution or "“digital media distribution"” has become a necessity in effecting access to audio and video content ~~and~~ and is incumbent upon the distributor now to seek and streamline new methods of acquiring, storing, securing, and procuring quality of reproduction over the Internet, and providing this within an economic condition that allows us to compete as well as to keep up with the economics of upgrading with challenging and changing technology requirements.

The Company ~~expects~~has topositioned beitself ~~able~~ to create a reliable system for the end user that matches the impact from which many high profile ~~companies~~ companies were very successful in establishing the experience of high-quality media delivery. This includes having the ability in-house to store and secure content and ~~make~~makes content accessible to expanding markets such as digital theaters, pay per view, and video on demand, and downloads including mobile on demand and interactive technology such as short code technology and instant access response. With this new platform in the forefront of Odyssey'’s new developments, we have found it necessary to expand into other areas of content reproduction such as live events, prerecorded concerts, educational and learning programs, ~~educational, fitness, self-help~~ and ~~medical, even~~ customizing related technology to client-specific needs and future affiliated organizations in other areas of content provision.

3. Odyssey has also become involved with development and delivery of intellectual property products. Current products in development and distribution include: Wide Blue Yonder with Lauren Bacall, Brian Cox and James Fox, Tony Elwood’s Cold Storage, Hank the Cow Dog – the Movie, Hermie and Friends and Gerbert. The Company expects that the future of the business would rely on certain technological advancements at the forefront of digital distribution and delivery. The Company believes that it is prudent to develop products such as system infrastructure design, website design with video interface, online support systems, special secure coding, as well as ~~Internet~~developing ~~broadcast~~social ~~solutions~~media networking applications and ~~satellite~~marketing ~~access~~tools. These elements, now embedded into the management and operations of the Company, will become known as “Proprietary Management Systems” and are unique to the media and media processing venues that capitalize on current market interest and will be valuable in the very near future. Certain applications to this new service would include branding, image design, corporate and graphic presentation matters such as logos, logo colors, logo statements in various templates from which new business systems will be redesigned and developed for numerous business applications over the Internet and broadcast.

Included in the Company’s web based product development and distribution products is Push’n Post’s snAPP social network management application just coming to market.

Overall, the Company ~~should~~has ~~find~~positioned itself ~~able~~ to not only support additional product and media within its own structure, but also engage ~~other~~ other affiliates and related companies into cross-marketing and promotion for expanded media projects on several levels, including ~~interactive~~ interactive media.

With the onset of several different and diverse web-based companies, we are also developing a series of advertising partners, sponsors, and other venues which will result in promotional considerations to offset our costs and being able to place content out into various markets of all levels. New digital delivery systems such as the one we are embarking upon enable us to deliver to the traditional markets, new digital transmission venues, broadcast over the Internet, Satellite accessibility, and even video interface and multi-response mobile communications as well.

Once Odyssey has a significant amount of content available, it creates its own"” library"” with which to categorize in various areas of interest, either by the end licensing ~~Company~~company (such as foreign buyers, foreign television/broadcast, integration into entertainment slots in cable/satellite networks, and programming via our own defined broadcast capabilities) or to specific requirements to clients. The end result should be to create additional streams of revenue, additional opportunities for service income, more control over distribution and security, and operating more on an "“international multi-function delivery service basis"”.

Competition

The entertainment and media industry generally are highly competitive and not always predictable. The Company'’s competition ~~includes~~ includes the smaller independent companies operating in similar distribution and delivery venues as well as independent producers and even major studios funding similar operations. Many of these competitors have financial means and other resources significantly ~~greater~~ greater than those available to the Company. The Company faces competition in all aspects of the business and cannot represent or warrant any assurances that it will be able to compete effectively.

The business of providing content over the Internet is experiencing rapid growth and is characterized by substantial technological changes. Moreover, there are new and varying well-established companies entering into the same fields. Many of these companies have financial, technological, promotional and other resources that are much greater than those available to us and could more effectively use or adapt to current technology changes, or are able to purchase technology to provide a service directly competitive with the Company. Rapidly changing financial markets in our industry and the present ~~economical~~economic outlook are not favorable for ~~the~~ the Company to have ready-access to capital in order to offset such market interference from competitors. New digital markets ~~and~~ and ever-changing technologies require the Company to compete, bid and successfully market for licensing rights and maintain a ~~strong~~ strong and consistent level of sub-distributor and client relationships in its on-going efforts and enter into potentially volatile ~~markets~~ markets that it has to afford to remain competitive in over the long term.

We will greatly rely on our strategic relationships to assist us in capitalizing on new digital transmission services with digital download and multi-faceted broadcast capabilities along with the affordability to maintain our position in these markets.

Operations

The Company'’s operations have been greatly reduced as a result ofthe ~~there~~restructuring ~~structuring~~ of the Company by management. The Company'’s ~~principal~~ principal office is located in Plano, Texas (see "“Properties"”) and, as of June 30, ~~2012~~2013, the Company had five full-time employees, consisting of Mr. John Foster, the CEO and President of the Company, Ralph Boral, COO, along with an administrative ~~assistant~~ assistant and a Project Manager and an office assistant in the Plano office. The Company is fortunate to have been able to use some of its board members, along with a past board member, to help in areas where it could not afford full-time personnel. The Company also supports intern programs from time to time where college students can work at the offices on a part-time basis for college credit. Additional staff is planned in the administrative, accounting, technological interests and sales areas, either on a commission or contract basis.

The Company has continued to expand development of its own web site for use in the distribution of broadcast media and other products.

The Company sells branding services, web site design and development services and graphics and online business presentation services to a limited number of companies. These projects are managed by the Company and are completed using principally third party contract services. To the extent that the Company relies on outside vendors, there is no assurance that acceptable vendors will remain available to enable the Company to continue to offer these services as part of its business offering however, to the extent they are available, the Company expects to expand this line of business in addition to other related businesses.

ITEM 2. PROPERTIES.

During the reported period, the Company conducted its operations out of leased premises at 2321 Coit Rd. Suite E, Plano, Texas, consisting of approximately 2,500 square feet. Rent expense for each of the fiscal years through end of term at ~~June~~March 3031, ~~2012~~2016, is as follows:

	June 30, 2012	$	23,192
June 30, 2013		$	30,923
	June 30, 2011	$	30,923
June 30, 2014		$	31,152
June 30, 2015		$	31,377
March 31, 2016		$	24,552

ITEM 3. 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~~2013.

On June 30, 2006, the Company entered into a settlement agreement with ThorFilms, LLC. as to claims of each, whereby the Company ~~agreed~~ agreed to make payment of $100,000 to ThorFilms, LLC prior to December 30, 2006. In the reported period, the Company has entered ~~into~~ into subsequent negotiations in this matter. IsIt 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~~what asis disclosed above, init is the opinion of ~~present~~ management, that 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 4. MINE SAFETY DISCLOSURES. NONE REQUIRED

PART II

ITEM 5. MARKET FOR REGISTRANT'’S COMMON STOCK AND RELATED ~~STOCKHOLDER~~ MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES.

The following table sets forth the range of high and low bid information for the Common Stock of the Company as reported by the National Quotation Bureau’s Pink Sheets on a quarterly basis for each of the two preceding fiscal years. The Company'’s ~~shares~~ shares have traded in the over-the-counter market on the OTC market. The Company'’s Common Stock trades under the symbol OPIX.

No dividends have been declared or paid with respect to the Common Stock. The bid quotations represent inter-dealer prices and do not include retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

Common Stock

Fiscal 2011	High		Low
Fiscal 2012	High		Low
First Quarter	$	.0809	$	.~~017~~07
Second Quarter		.0809		.~~035~~04
Third Quarter		.1208		.~~061~~045
Fourth Quarter		.~~114~~04		.~~068~~007

Fiscal 2012	High		Low
Fiscal 2013	High		Low
First Quarter	$	.~~135~~008	$	.080061
Second Quarter		.14015		.~~045~~006
Third Quarter		.10075		.04008
Fourth Quarter		.~~048~~014		.~~0071~~004

As of June 30, ~~2012~~2013, there were approximately 4,243 record holders of the Company'’s Common Stock.

During the year ended June 30, 2011 we issued 3,000,000 shares of our common stock upon the conversion of $129,244 in notes payable. We also issued 1.7 million shares to Mr. Foster pursuant to the terms of his employment agreement. The shares were recorded at the agreement date fair values of $200,000 and $125,000, respectively. With an additional 1,700,000 shares issued to Mr. Foster, Odyssey remains obligated to issue an additional 1.6 million shares to Mr. Foster. Under the employment agreement with Mr. Foster, we issued 4,000,000 options. Exercise prices are staggered and range from $0.25 to $2.00. One million options vest each successive anniversary date and expire three years from the date of vesting.

During the year ended June 30, ~~2012~~2013, the Company issued 228,~~765~~563,~~694~~652 shares of common stock in settlement of existing obligations. ~~In addition 1,700,000 common shares were issued to Mr. Foster pursuant to an existing compensation plan.~~

~~ITEM~~ 7~~. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.~~

~~The~~ITEM ~~following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated~~7. ~~The~~MANAGEMENT’S ~~discussion~~DISCUSSION ~~should~~AND beANALYSIS ~~read~~OF inFINANCIAL ~~conjunction~~CONDITION ~~with~~AND ~~our~~RESULTS ~~consolidated~~OF ~~financial statements and the notes presented herein~~OPERATIONS. 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-K.

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-K.

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 years ended June 30, ~~2011~~2013 and 2012

~~Sales~~For ~~for~~ the ~~year~~years ended June 30, ~~2012~~2013 ~~were~~and $12012,~~270,609~~ ~~compared~~we toreported ~~$1,604,500~~sales ~~for~~of ~~the year ended June 30~~$512,314 ~~2011 resulting in Income Before other Income~~ and ~~Taxes of~~ $571,~~758~~270,609, ~~for the period ended June 30~~respectively, ~~2012~~a updecrease ~~from~~of ($99758,~~800)~~295, ~~the prior year~~or 60%.

~~Amortizable~~Cost ~~capitalized~~applicable ~~film~~to ~~inventory~~sales ~~costs~~and ~~related~~revenue decreased $216,401 to ~~revenues~~$276,035 on(44%) ~~licensees~~for ~~and~~the year ended June 30, 2013 from $492,436 reported for the ~~receipt~~year ofended ~~payments~~June on30, ~~residuals~~2012. ~~have~~Gross ~~been~~profit ~~fully~~decreased ~~amortized~~$541,894 (70%) to $236,279 for the year ended June 30, 2013 from $778,173 orreported ~~impaired~~for inthe prior ~~periods~~fiscal year. WeThis ~~expense~~$541,894 ~~all~~decrease ~~current~~results ~~costs~~from asthe ~~incurred~~$758,295 decrease in sales, partially offset by the $216,401 decrease in cost applicable to sales & revenue. ~~Selling~~The $216,401 ~~general~~decrease ~~and~~in ~~administrative~~cost ~~expenses~~applicable ~~decreased~~to sales & revenue is primarily attributable to decreases of approximately $~~953~~159,~~594~~000 ~~for~~and ~~the~~$87,000 ~~year~~in ~~period~~brand and other marketing costs and trade shows and other production costs, respectively, partially offset by an increase in other direct costs of $30,000. For the years ended June 30, 2013 and 2012, the gross profit percentage increased to 54% from $139%,~~114,600~~ ~~for~~a ~~the~~percentage ~~prior~~point ~~year~~increase of 15%.

~~Interest~~For ~~expense~~the ~~decreased~~years ended June 30, 2013 and 2012, we reported total operating expenses of $622,824 and $780,416, respectively, a decrease of $157,592, or 20%. This decrease is primarily attributable to the $3177,~~911~~490 ~~for~~decrease in selling, general and administrative expenses (“SG&A”) and $81,328 decrease in derivative valuation charges, originally incurred in connection with a convertible debt derivative liability. For the ~~year~~years ended June 30, 2013 and 2012, ~~from~~we reported SG&A expenses of $63621,598 and $699,088, respectively, a decrease of $77,490 (11%). The decrease in SG&A is primarily attributable to decreases of approximately $72,400 and $28,675 in travel related expenses and other general corporate expenses, respectively, partially offset by an increases of approximately $24,000 for ~~the~~compensation ~~prior~~related ~~year~~costs. WeFor ~~recognized~~ the ~~full~~years ~~discount~~ended June 30, 2013 and 2012, we reported a loss before other asincome ~~interest~~and ~~expense~~expenses of $386,545 and $2,243, an increase in ~~the~~net ~~current~~loss ~~period~~of $384,302 (42%).

InAmortizable ~~2011~~capitalized ~~and~~film ~~2012~~inventory wecosts ~~wrote~~related ~~off~~to ~~certain~~revenues ~~accounts~~on ~~payable~~licensees inand ~~which no attempts at collection had been made or which we had determined were barred from collection by~~ the ~~Texas~~receipt ~~and New York statute~~ of ~~limitations.~~payments Weon ~~also~~residuals ~~negotiated~~have ~~revised~~been ~~amounts~~fully ~~and terms on~~amortized aor ~~trade~~impaired ~~payable~~in ~~and~~prior ~~two judgments~~periods. ~~A summary of the amounts recognized as income from the discharge of debt is as follows:~~

		2012		2011
Excess carrying value of settled obligations		0	($	8,081	)
Related accrued interest	$	29,624	$	192,000
Obligations deemed barred by statute of limitations	$	60,000	$	160,000
	$	89,624	$	343,919

For the years ended June 30, 2013 and 2012, we reported interest expense of $95,596 and $31,911, respectively, an in increase of $63,685. We recognized the full discount as interest expense in the current period.

Earnings for the year ended June 30, 2012 were $94,775 up from ($311,500) for the year ended June 30, 2011. The Earnings for the year ended June 30, 2011 included an entry for Excess Carrying Value of Renegotiated Payables of $68,892 compared to ($343,900) for the prior year. This resulted in Earnings per Share of Nil for the year ended June 30, 2012, compared to Nil for the year ended June 30, 2011.8

AsWe invest in development of ~~June~~certain 30technologies we are involved in which will create revenue in the future. This software and technology is considered an asset without amortization until the revenue is recognized. Capitalized costs are recognized after actual production and design have begun. The Company accounts for its software development costs in accordance with ASC 985-20. Our product consists of a social media tool that allows for unique transmission of video segments and email marketing campaigns with analytics to aid in the client’s communication with customers and link access to various products and services they sell. Feasibility of this product was established first from customer research, ~~2012~~which was treated as a direct expense prior to production, and our development began through a planned effort to cater to the ~~Company~~needs ~~had~~of nosimilar ~~agreements~~customers who will pay a fee and a subscription base depending upon our pricing structure and their needs. Software development costs, along with ~~sub~~applicable overhead allotments and related costs are capitalized until the product is available for general release to customers. These costs will be amortized using the straight-~~distributors~~line ~~relating~~method over the estimated economic life of the product which is estimated to ~~distribution~~be ~~commitments~~three oryears ~~guarantees~~from market entry. The Company will continue to evaluate and determine continued feasibility and the economic life of the product based upon changes, enhancements and growth in this particular social networking field. The Company anticipates that servicing multiple clients using social media networking on term service or membership arrangements will prove to be a valuable niche in this changing market, creating a significant revenue model into its revenue profile in the near future. As of the end of June 30, 2013, the Company had ~~not~~an ~~been~~accumulated ~~recognized~~capitalized development investment in the ~~statement~~amount of ~~operations~~$442.762, which is included on the balance as part of capitalized production costs.

We also produce feature film and television product for eventual broadcast. We recognize costs for our productions and our marketing under ASC 926-20-25 where capitalization of film costs include all direct negative costs incurred in the physical production of a film, as well as allocations of preproduction, production overhead and capitalized interest (in accordance with Topic 835, as applicable). Examples of direct negative costs include costs of story and scenario; compensation of cast, directors, producers, extras, and miscellaneous staff; costs of set construction and operations, wardrobe, and accessories; costs of sound synchronization; rental facilities on location; and postproduction costs such as music, special effects, and editing. Our activity in film production is considered an investment in Intellectual Properties to create future revenues by direct exploitation, sale and/or licensing of various rights (such as theatrical, DVD, Television, Cable, Internet and digital access) for the company. The investment in our intellectual property is marketable (has a readily available price) and is used for our trade and is “available for sale” by the company at a certain date in the future, when ready for delivery and access to the markets.

According to rules for impairment under ASC 926-20-25, management periodically will review and revise each project’s realized revenue and cost estimates. These could result in a change in the rate of amortization of film costs and participations and residuals and/or write-down of all or a portion of the unamortized costs of the program to its estimated fair value. Once a project is in the market to be available for exploitation, accumulated asset values for each project are amortized and residual costs are accrued to direct operating expenses in the proportion that current year’s revenues. Total costs at the beginning of exploitation is expected to be recognized from exploitation, exhibition or sale of each project over a period not to exceed ten years from the date of initial release.

Another way we evaluate whether an asset is impaired is to see if its general carrying amount or cost of holding is greater than its theoretical cost of sale. In this case, there would be cause for impairment and the asset shall be expensed accordingly. As of the end of June 30, 2013, the Company had an accumulated production and development investment in the amount of $825,376 and $76,019 respectively as noted in Other Assets, Production Advances of $1,383,724.

In 2012 and 2013, 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. A summary of the amounts recognized as income from the discharge of debt is as follows:

	2013		2012

Excess carrying value of settled obligations	$	1,401	$	-
Related accrued interest		-		29,624
Obligations deemed barred by statue of limitations		-		39,305
	$	1,401	$	68,929

As a result of the above discussion of our operations for the years ended June 30, 2013 and 2012, we reported net loss of $480,740 and net income of $34,775, respectively, a decrease in earnings of $525,515. For the year ended June 30, 2012, earnings of $34,775 included the excess of carrying value of renegotiated payables of $68,929, compared to $1,401 reported for the year ended June 30, 2013. Neither of the two amounts significantly affected the net income (loss) per share reported for the years ended June 30, 2013 and 2012.

Liquidity and Capital Resources

At June 30, 2013, the Company had an accumulated deficit of $43,292,764. Liquid assets at June 30, 2013 consisted primarily of cash and cash equivalents of $2,094. Current liabilities exceed current assets by $3,782,420. Historically, we have financed our business through cash generated by ongoing operations, trade payables, proceeds from sales of common stock to third party investors, short-term borrowings, and advances from related parties. Our access to capital is limited to obtaining small loans with short maturities, and the issuance of our common stock to settle existing obligations with third parties willing to accept common stock as a form of payment. Cash increased $1,738 to $2,094 at June 30, 2013 from $356 reported at June 30, 2012. This increase is the result of the following:

Net loss	$	(480,740	)
Adjustments to reconcile net loss to net cash		81,351
Changes in operating assets and liabilities		413,602
Net cash provided by operating activities		14,213
Investing activities		(320,450	)
Financing activities		307,975
Net increase in cash	$	1,738

Cash provided by operating activities for the year ended June 30, 2013 was approximately $14,213, comprised of net loss of $480,740, noncash reconciling adjustment of $81,351, and changes in operating assets and liabilities of $413,602.

Noncash reconciling adjustments include excess carrying value of $1,401, amortization of deferred compensation of $76,750, depreciation and amortization of $3,200.

The $413,602 change in operating assets and liabilities is primarily attributable to an increase in prepaid expenses of $83,883 and accounts payable of $444,175, partially offset by decreases in accounts receivable of $406,089 and payables to affiliates of $8,387.

Cash used in investing activities of $320,450 represents funds expended for production inventory. Cash provided by financing activities was approximately $307,875, comprised of loan proceeds of $334,975, partially offset by payments made against long-term debt of $13,000 and payments made against settlements and judgments.

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~~which is comprised of debt to related parties. ~~Whereas~~Although, 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.

3As of October 26, 2011, Odyssey Pictures Corporation finalized a Securities Purchase Agreement dated October 17, 2011 (the “Agreement”), in connection with the issuance of an 8% convertible note of the Corporation, in the aggregate principal amount of $53,000.00 (the “Note”), convertible into shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note, along with an irrevocable letter agreement with Interwest Transfer Co., Inc., the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note at a 40% discount to the latest three-day trading price; the issuance of such shares of common stock in connection with a conversion of the Note; and the indemnification of Interwest Transfer Co., Inc. for all loss, liability, or expense in carrying out the authority and direction contained in the irrevocable letter agreement. Additional extensions of $32,500 and $27,500 were made under comparable terms and conditions on November 22, 2011 and February 12, 2012, respectively.

~~Liquidity~~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. Shares will be converted at Market Price. “Market Price” represents a discount rate of 42% of the average of the lowest three trading prices for the Common Stock of the Company during the ten trading day period prior to the conversion date. Accordingly, the convertible debt instruments have been accounted for as derivative instruments and ~~Capital~~recorded ~~Resources~~at fair value. From the period of February 12. 2013 to March 5, 2013, the Company issued 28,563,652 shares of Class A Common stock at an applicable conversion price ranging from .0035 to .0028. Asher Enterprises converted $100,000 of its remaining notes as paid in full. The Asher note allows a debt conversion after six (6) months at a conversion price equal to the lowest closing bid price ten (10) trading days prior to the conversion date. As of June 30, 2013 the adjustment to the fair value exceeded the face value of the notes by $81,300 and resulted in a derivative carrying value of $186,670. All note conversions were within the terms of the agreement.

During the year ended June 30, 2012 we issued 4,465,694 shares of our common stock. 2,765,694 shares were issued as consideration in the settlement of existing obligations. We also issued 1.7 million shares to Mr. Foster pursuant to the terms of his employment agreement in addition to the 1.7 million shares issued the previous year. The shares were recorded at the agreement date fair values of $125,000 respectively. Odyssey remains obligated to issue an additional 1.6 million shares to Mr. Foster and has accrued the $250,000 fair value of these additional shares as a current liability.

As of June 30, 2011 we owe $333,000 to approximately 2 unsecured note holders. The notes vary in amounts and interest rates and range from $30,000 to $300,000. Interest rates average about 8%. We are within terms on two notes.

In June, 2011 we became the sole member in FilmZone, LLC and agreed to repay distributions received from FilmZone in excess of our allocable portion of 2011 profits. The total due under this combined 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.

		Cash Flows			Cash Flows
		Year Ended			Year Ended
		6/30/2012			6/30/2011
Net Cash Generated by Operating Activities	$	370,380		($	366,300	)
Net Cash Used by financing Activities	($	801,024	)	$	346,200
Cash Ending	$	400		$	6,500

The Company had Net Cash Generated from Operating Activities of 370,3800 after operating expenses for the year ended June 30, 2012 up from ($366,900) for the prior year. The Company had $400.00 in cash as of June 30, 2012.

As of October 26, 2011, Odyssey Pictures Corporation finalized a Securities Purchase Agreement dated October 17, 2011 (the “Agreement”), in connection with the issuance of an 8% convertible note of the Corporation, in the aggregate principal amount of $53,000.00 (the “Note”), convertible into shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note, along with an irrevocable letter agreement with Interwest Transfer Co., Inc., the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note; the issuance of such shares of common stock in connection with a conversion of the Note; and the indemnification of Interwest Transfer Co., Inc. for all loss, liability, or expense in carrying out the authority and direction contained in the irrevocable letter agreement. Additional extensions of $32,500 and $27,500 were made under comparable terms and conditions on 11-22-11 and 2-12-12 respectively.

As of April 30, 2012, the Company entered into a Secured Loan Transaction with Jack A. Turpin (“Turpin”) for the loan to the Company of $100,000.00 due with interest and fees September 30, 2012 consisting of the following agreements:

1. Promissory Note in the Amount of $100,000 due September 30, 2012 together with: 10% of the earned and collected commissions earned from distribution of film rentals and licensing derived from all products the Company exploits and earns in the ordinary course of its operating business for 10 years from date. This revenue interest in commissions is payable within 30 days of receipt. Turpin is entitled to have paid against principal revenues collected pursuant to the Working Capital Loan Agreement as and when received. The minimum consideration for this loan is $20,000 in net revenues on or before September 30, 2012. The Note is secured by an assignment of 90% of the revenues from the project known as “Gerbert” which revenues will be used to repay the note, as well as the assignment of a current account receivable in the amount of $150,000.

2. Addendum #1 to Special Purpose Working Capital Loan Agreement: This Agreement essentially incorporates the terms of the note including a minimum consideration for this loan is $20,000 in net revenues on or before September 30, 2012 as well as acts as an addendum to the previous Loan Agreement with this Lender. In addition, it provides for the assignment of a security interest in certain properties owned by the Company including “Gerbert” and an account receivable in the amount of $150,000. In addition it requires a life insurance policy in the amount of $500,000 for the term of the agreement or until sums due are paid.

3. Common Stock Purchase Warrant giving Turpin the right to purchase four million shares of common stock of the Company at a price of $0.04 per share until May 15, 2017.

As of April 1, 2012, the Company entered into a Secured Loan Transaction with Jack A. Turpin (“Turpin”) for the loan to the Company of $200,000.00 due with interest and fees September 30, 2012 consisting of the following agreements:

1. Promissory Note in the Amount of $200,000 due September 30, 2012 together with: 10% of the commissions earned from distribution of film rentals and licensing derived from all products the Company exploits and earns in the ordinary course of its operating business for 10 years from date. This revenue interest in commissions is payable within 30 days of receipt. Turpin is entitled to have paid against principal revenues collected pursuant to the Working Capital Loan Agreement as and when received. The minimum consideration for this loan is $40,000 in net revenues on or before September 30, 2012.

2. Special Purpose Working Capital Loan Agreement: provides for payment of 10% of the commissions earned from distribution of film rentals and licensing derived from all products the Company exploits and earns in the ordinary course of its operating business for 10 years from date. This revenue interest in commissions is payable within 30 days of receipt. Turpin is entitled to have paid against principal revenues collected pursuant to the Working Capital Loan Agreement as and when received. The minimum consideration for this loan is $40,000 in net revenues on or before September 30, 2012. In addition, it provides for the assignment of a security interest in certain properties owned by the Company including “Wide Blue Yonder” and “Gerbert”.”

3. Common Stock Purchase Warrant giving Turpin the right to purchase four million shares of common stock of the Company at a price of $0.04 per share until April 15, 2017.

~~The~~As of April 30, 2012, the Company ~~continues~~entered tointo ~~fund~~a ~~operation~~Secured ~~through~~Loan ~~revenues,~~Transaction ~~trade~~with ~~payables,~~Jack A. Turpin (“Turpin”) for the ~~issuance~~loan to the Company of ~~stock~~$100,000 due with interest and ~~the~~fees ~~proceeds~~September 30, 2012 consisting of ~~short~~the ~~term~~following ~~borrowings.~~agreements:

~~Our~~1. ~~access~~Promissory toNote ~~capital~~in ~~resources~~the isAmount ~~limited~~of to$100,000 ~~obtaining~~due ~~small~~September ~~loans~~30, 2012 together with: ~~short~~10% ~~term~~of ~~maturities~~the earned and tocollected ~~use~~commissions earned from distribution of film rentals and licensing derived from all products the ~~value~~Company exploits and earns in the ordinary course of ~~our~~its ~~common~~operating business for 10 years from date. This revenue interest in commissions is payable within 30 days of receipt. Turpin ~~stock~~is asentitled ~~currency~~to have paid against principal revenues collected pursuant to ~~settle~~the ~~existing~~Working ~~obligations~~Capital Loan Agreement as and when received. The minimum consideration for this loan is $20,000 in ~~such~~net ~~situation~~revenues ~~where~~on ~~the~~or ~~stock~~before September 30, 2012. The Note is ~~acceptable~~secured by an assignment of 90% of the ~~counter~~revenues ~~party~~from the project known as “Gerbert,” which revenues will be used to repay the note, as well as the assignment of a current account receivable in the amount of $150,000.

3. Common Stock Purchase Warrant giving Turpin the right to purchase four million shares of common stock of the Company at a price of $0.04 per share until May 15, 2017.

Commitments and Capital Expenditures

The Company had no material commitments for capital expenditures as of June 30, ~~2012~~2013.

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~~earn ,revenue ~~which~~under ~~requires~~“Branding ~~all~~& ~~share-based~~Services” ~~payments~~agreements tothat ~~employees,~~provide ~~including~~for ~~grants~~a ofmonthly ~~employee~~licensing ~~stock~~fee. ~~options,~~Revenue tois be recognized inunder ~~our~~the ~~statements~~guidance of ~~operations~~SAB ~~based~~Topic ~~on their fair values~~13.A. WeIn ~~will~~this ~~utilize~~case, the ~~Black-Scholes~~monthly ~~option~~revenue ~~pricing~~is ~~model~~recorded toon ~~estimate the~~a ~~fair~~straight ~~value~~line ofbasis ~~employee~~over ~~stock based compensation at~~ the ~~date~~term 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~~agreement.

4We also earn revenue from Services for production for work performed on each production and by charging a fee and we invoice on a contract basis. We may also charge consulting fees for services. Under ASC 605 and also SAB Topic 13.A, this revenue is recognized as incurred since evidence of an arrangement exists which requires an advance fee and is non-refundable upon commencement and is deemed collectible. All services have been rendered and are considered earned at the time.

~~Use~~Additionally, ofthe ~~Estimates.~~Company ~~The~~receives ~~preparation~~commissions from licensing and sales of ~~financial~~each ~~statements~~project in ~~conformity~~the ~~with~~market ~~generally~~we ~~accepted~~represent. ~~accounting~~Under ~~principles~~this ~~requires~~classification, ~~management~~and according to ~~make~~ASC ~~estimates~~925, delivery does not occur for revenue recognition purposes until the license term begins with the client and ~~assumptions~~after ~~that~~the ~~affect~~Company ~~certain~~has ~~reported~~been ~~amounts~~granted the right to exploit and ~~disclosures~~sell the product in a client’s market. Accordingly, ~~actual~~revenue is ~~results~~recognized if the licensed product is physically delivered to the client and the license term has begun, revenue should not ~~could~~be ~~differ~~recognized ~~from~~prior ~~those~~to ~~estimates~~inception of the license term. In the case of multiple deliveries of product, then based on our assessment of the relative fair value of the rights to exploit each product we allocate a fee to each product and revenue is recognized as each license period commences. Proportionate revenue is allocated on a title-by-title basis, based on the Company’s assessment of the relative fair value of each title. If there is not a published valuation of fees or allocations for each product, then the allocation is based on management’s best estimate of the selling price.

~~Deferred~~Stock ~~Tax~~Based 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.Compensation

~~Accounting~~We ~~For~~will ~~Obligations~~account ~~And~~for ~~Instruments~~employee ~~Potentially~~stock-based Tocompensation Becosts ~~Settled~~in Inaccordance ~~The~~with ~~Company’s~~ASC ~~Own~~718, ~~Stock:~~Share-Based WePayments, ~~account~~which ~~for obligations and~~requires ~~instruments~~all ~~potentially~~share-based payments to beemployees, ~~settled~~including ingrants ~~the~~of ~~Company’s~~employee stock inoptions, ~~accordance~~to ~~with~~be ~~FASB~~recognized ~~ASC~~in ~~815,~~our ~~Accounting~~statements ~~for~~of ~~Derivative~~operations ~~Financial~~based ~~Instruments.~~on ~~This~~their ~~issue~~fair ~~addresses~~values. We utilize the ~~initial~~Black-Scholes ~~balance~~option ~~sheet~~pricing ~~classification~~model ~~and~~to ~~measurement~~estimate the fair value of ~~contracts~~employee ~~that~~stock ~~are~~based ~~indexed~~compensation toat the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected ~~potentially~~life. ~~settled~~Changes in, these inputs and assumptions can materially affect the ~~Company's~~measure ~~own~~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 Topic 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The response to this Item is submitted as a separate section of this report commencing on page F-1. The ~~acCompanying~~accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, therefore, has the ability to manage the recovery of its assets and satisfy its liabilities in the normal course of its continued operation.

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

None

ITEM 9A. INTERNAL 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~~chief ~~Executive~~executive ~~Officer~~officer and our ~~Principal~~principal ~~Accounting~~accounting ~~Officer~~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 June 30, ~~2012~~2013 (under the supervision and with the participation of the ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer and the ~~Principal~~principal ~~Accounting~~accounting ~~Officer~~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~~chief ~~Executive~~executive ~~Officer~~officer and ~~Principal~~principal ~~Accounting~~accounting ~~Officer have~~officer have concluded that our Company'’s disclosure controls and procedures were not effective as of June 30, ~~2012~~2013 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~~ 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:13

·The term ~~pertain~~“internal tocontrol over financial reporting” is defined as a process designed by, or under the ~~maintenance~~supervision of the ~~records~~registrant’s ~~that~~principal inexecutive ~~reasonable~~and ~~detail~~principal ~~accurately~~financial ~~and~~officers, ~~fairly~~or ~~reflect~~persons performing similar functions, and effected by the ~~transactions~~registrant’s board of directors, management and ~~dispositions~~other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the ~~assets~~preparation of ~~the~~financial ~~registrant;~~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.

· 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.14

MANAGEMENT'’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of the ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer, evaluated the effectiveness of the Company'’s internal ~~control~~ control over financial reporting as of June 30, ~~2012~~2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("“COSO"”) in Internal Control --— Integrated Framework. Based on this evaluation, our Company'’s ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer and ~~Principal~~principal ~~Accounting~~accounting ~~Officer~~officer have concluded that our Company'’s disclosure controls and procedures were not effective as of June 30, ~~2012~~2013 due to the following: Company’s disclosure controls and procedures were not effective as of June 30, 2013 due to the lack of sufficient personnel to assure segregation of duties and the lack of a GAAP accounting professional on staff.

·This Annual Report does not include an attestation report of the Company'’s ~~disclosure~~registered ~~controls~~public ~~and~~accounting ~~procedures~~firm ~~were~~regarding ~~not~~internal control ~~effective~~over asfinancial ofreporting. ~~June~~Management’s ~~30,~~report ~~2012~~was ~~due~~not subject to attestation by the ~~lack~~Company’s ofregistered ~~sufficient~~public accounting ~~personnel~~firm pursuant to ~~assure~~temporary ~~segregation~~rules of ~~duties~~the Securities and ~~the~~Exchange ~~lack~~Commission ofthat apermits ~~GAAP~~us ~~accounting~~to ~~professional~~provide ononly ~~staff~~management’s report in this annual report.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

In connection with the evaluation of the Company'’s internal controls during the Company’s last fiscal year, the Company'’s ~~Principal~~ Principal Executive Officer and Principal Accounting Officer have determined that there are no changes to the Company'’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company'’s ~~internal~~ internal controls over financial reporting.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

The Company'’s management does not expect that its disclosure controls or its internal control over financial reporting will ~~prevent~~ prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, ~~not~~ not absolute, assurance that the control system'’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

515

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The directors and executive officers of the Company for the reported period are as follows:

Name	Age		Position	~~Position~~
John W. Foster	60	59	Director, Chairman of the Board and CEO/President	~~Director, Chairman of the Board and CEO/President~~
Henrik Ljung	33	32	Director	~~Director~~
Stefan Drakelid	60	59	Director, Vice Chairman of the Board	~~Director, Vice Chairman of the Board~~
Frank Saran	57	56	Director	~~Director~~
Ralph Boral	53	52	Director, COO	~~Director, COO~~

Set ~~forth~~ forth below is information regarding the business experience of the current Directors and executive officers of the Company.

Mr. John Foster has been an independent financial consultant and analyst specializing in turnaround situations and management ~~restructuring~~ restructuring in specific industries including the entertainment and communications industry. He has extensive background in information ~~systems~~ systems and data processing, and worked as a consultant and investment advisor in determining strategies of financing and investments in motion picture projects for investors, distributors and producers. He has added experience in working with restructuring of companies, particularly in the areas of media and marketing. He has worked as a turnaround manager in his past experience. It is for this reason that, in January of 2000, Mr. Foster was asked to become active with the company by prior management in need of special assistance by referral. Mr. Foster served as interim ~~President~~president of the Company from January 2000 through June 2000, and was formally working in the position of ~~President~~president from that time. His contract was extended and he is currently serving as ~~Chairman~~ chairman, ~~President~~president and CEO of the Company during the reported period.

Mr. Henrik Ljung is a founding partner of Ampezzo Partners, LLP a private equity fund specializing in growth stage online media & & marketing businesses. He was previously CEO of Siguiente Capital AB, a private investment firm. Mr. Ljung has a background in finance and structure of special transactions for refinancing and in seeking outside equity capital resources. He has been working closely with Mr. Drakelid for a number of years and was elected, upon Mr. Drakelid’s recommendation, to afford his time as a director to asset in planning and formulating directions and necessary changes for the future growth of the company. Having been associated with several startups and incubation efforts, his position as a director greatly adds to the needed support of the board. He has a Masters Degree in Management from St. Andrews with earlier studies at the Lubin School of Business and the Universite de la Sorbonne.

Mr. Stefan Drakelid holds an LL.M. degree from the University of Lund, Sweden. He has specialized in economics, taxation law and ~~legal~~ legal issues relating to entertainment since 1981, acting as consultant and co-partner/investor in Scandinavia, Great Britain and the United States. He is an advisor to Siguiente Capital AB, a venture capital Company in Sweden. Mr. Drakelid has been a key component in structuring target assets for the company and he has a background in film and TV financing which adds advisory elements to the board as well as assisting the company in added business opportunity through his other businesses and acquaintances in the finance and media markets. He has made numerous introductions and developed financial bridge loans to assist the company in changing economic times. Further, he has targeted assets for acquisition and has aided in bringing them into the company.

Mr. Frank Saran received a BS degree in Business in 1979 from Eastern Illinois University. He was previously with Merrill Lynch and subsequently Shearson, Lehman. He has been an investor in media related companies and has known and worked in various outside consulting and advisory capacities since 1990.16

Mr. ~~Boral,~~Frank ~~Director~~Saran ~~and~~received ~~Chief~~a ~~Operating~~Bachelor ~~Officer~~ of ~~the~~Science ~~Company~~degree ~~was~~in ~~formerly~~Business ~~Vice~~in ~~President~~1979 offrom ~~Finance~~Eastern ~~and~~Illinois ~~Operations~~University. ofHe ~~Name~~was ~~Dynamics,~~previously ~~Inc~~with Merrill Lynch and subsequently Shearson, Lehman. ~~Prior~~He tohas ~~that~~been hean ~~was~~investor ~~General~~in ~~Manager~~media ofrelated ~~Glueworks~~companies ~~Animation~~and ashas ~~well~~known asand ~~formerly~~worked in ~~CFO~~various ofoutside ~~Film~~consulting ~~Foundry,~~and ~~the~~advisory ~~parent~~capacities ~~Company~~since ~~of Glueworks~~1990. ~~Animation~~Mr. HeSaran has ~~been~~known aMr. ~~Senior~~Foster ~~Producer~~ for ~~Fox~~a ~~News,~~number ~~Director~~ of ~~Finance~~years ~~for~~as ~~NBC~~an ~~News~~advisor to ~~Channel~~outside financing and ~~Business~~expertise ~~Manger for~~in ~~NBC~~planning ~~News~~and direction. He ~~has~~was aasked ~~Bachelor~~to ofjoin ~~Arts~~the ~~degree~~board to fill a vacant seat from ~~Queens~~a ~~College~~prior board inmember ~~Communications~~and has the time and know-how to assist and advise with organizing and planning for the company’s future interests.

~~Compliance~~Mr. ~~with~~Ralph ~~Section~~Boral, ~~16(~~as a~~)of~~ ~~the~~director ~~Securities~~and ~~Exchange~~chief ~~Act~~operating officer of ~~1934~~the ~~Section~~Company ~~16(a)~~was offormerly ~~the~~vice ~~Securities~~president ~~Exchange~~of ~~Act~~finance and operations of ~~1934,~~Name ~~as amended~~Dynamics, ~~requires the~~Inc. ~~Company's~~Prior ~~officers~~to ~~and~~that ~~directors,~~he ~~and~~was ~~persons~~general ~~who~~manager ~~own~~of ~~more~~Glueworks ~~than~~Animation ~~10%~~as ofwell aas ~~registered~~formerly ~~class~~CFO of Film Foundry, the parent Company's ~~equity~~of ~~securities, to~~Glueworks ~~file~~Animation. ~~reports~~He ofhas ~~ownership~~been ~~and~~a ~~changes~~senior inproducer ~~ownership~~for ~~with~~Fox ~~the~~News, ~~Securities~~director ~~and~~of ~~Exchange~~finance ~~Commission~~for ~~(the~~NBC ~~"Commission"). Officers,~~News ~~directors~~Channel and business ~~greater~~manager ~~than~~for ~~10%~~NBC ~~stockholders~~News. ~~are~~His ~~required~~knowledge byof ~~the~~production ~~Commission's~~and ~~regulations~~business toin ~~furnish~~ the ~~Company~~media ~~with copies~~markets ofadds ~~all~~to ~~section~~the ~~16(a)~~potential ~~forms~~of ~~they~~the ~~file.~~board in Toseeking ~~the~~outside ~~Company's~~resources ~~knowledge~~in projects, ~~based~~productions ~~solely~~and onfinance. aHis ~~review~~overall knowledge of the ~~copies~~industry ofand ~~reports~~management ~~furnished~~skills tohas ~~the~~assisted ~~Company~~us ~~during~~in the ~~fiscal~~day ~~year~~to ~~ended~~day ~~June~~operations ~~30,~~of ~~2012,~~ the ~~Company's~~company. ~~officers,~~He ~~directors~~has ~~and~~a ~~greater~~Bachelor ~~than~~of ~~10%~~Arts ~~stockholders did~~degree ~~not~~from ~~comply~~Queens ~~with~~College ~~filing requirements under section 16(a) except for disclosure provided~~ in ~~the Company’s 10-K~~Communications.

Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “Commission”). Officers, directors and greater than 10% stockholders are required by the Commission’s regulations to furnish the Company with copies of all section 16(a) forms they file. To the Company’s knowledge, based solely on a review of the copies of reports furnished to the Company during the fiscal year ended June 30, 2013, the Company’s officers, directors and greater than 10% stockholders did comply with filing requirements under section 16(a) except for disclosure provided in the Company’s 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth, for the fiscal years indicated, all compensation awarded to, earned by or paid to the chief executive officer of the Company, the only compensated executive officer as of June 30, ~~2012~~2013. Other significant employees would not be required to be included in the table due to the fact that such employees were not executive officers of the Company at the end of the most recently completed fiscal year:

Summary Compensation Table
																	Change in
				Annual Compensation									Payouts
																	Pension
Name and Principal Position	Fiscal Year			Salary			Bonus			Other Annual Compensation			Underlying Options			All Other Compensation
														Non-Equity			Value and
John W. Foster, President/CEO		2012	*	$250,000				--			--			--			$125,000
														Incentive			Nonqualified
		2011			$250,000									66,000			$375,000
														Plan			Incentive
		Salary			Bonus			Awards			Awards			Earnings			Compensation		Compensation		Total
Year		($)			($)			($)			($)			($)			($)		($)		($)
2013		$	250,000		$	-		$	-		$	-		$	-		$	-	$	-	$	250,000
2012			250,000			-			-			-			-			-		-		250,000

*Mr. Foster has deferred a portion of his salary. As of June 30, ~~2012~~2013, Mr. Foster was owed $~~719~~772,251 up from $~~656~~719,~~751~~251 ~~owed~~due him as of ~~June~~ June 30, ~~2011~~2012. ~~Other~~There was no other compensation for the ~~year~~years ~~ended~~ending June 30, ~~2012~~2013 ~~was~~and ~~the value assigned to the 1,700,000 shares paid under Mr~~2012. ~~Foster’s compensation agreement.~~

Options/Stock Appreciation Rights:

~~There were~~Outstanding noEquity ~~stock~~Awards ~~options~~as ~~and~~of ~~stock appreciation rights ("SARs") granted to executive officers during~~ the fiscal year ~~ended~~end ~~June 30, 2012. Under a new employment agreement with Mr. Foster, we issued 4,000,000 options. Exercise prices~~ are ~~staggered~~noted ~~and~~in ~~range from $0.25 to $2.00. One million options vest each successive anniversary date and expire three years from~~ the ~~date~~table ofas ~~vesting.~~follows:

Option Awards

Stock Awards

Equity

Incentive

Equity

Plan

Incentive

Awareds:

Equity

Plan

Market or

Incentive

Awards:

Payout

Plan Awards:

Number of

Value of

Awards

Market

Unearned

Number of

Value of

Shares

Shares, Units

Securities

Shares or

Shares of

Units,

or Other

Underlying

Units of

or Other

Rights

Unexercised

Option

Stock That

Stock

That Have

Options

Unearned

Exercise

Expiration

Have Not

That Have

Not

Exercisable

Unexercisable

Options

Price

Date

Vested

Not Vested

Vested

Name

(#)

($)

(#)

($)

(#)

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

John Foster

1,000,000

0.25

12/31/2013

1,000,000

0.50

12/31/2014

1,000,000

1.00

12/31/2015

1,000,000

2.00

12/31/2016

There were no stock options and stock appreciation rights (“SARs”) granted to executive officers during the fiscal year ended June 30, 2013. Under a new employment agreement with Mr. Foster, we issued 4,000,000 options. Exercise prices are staggered and range from $0.25 to $2.00. One million options vest each successive anniversary date and expire three years from the date of vesting.

Stock-based compensation expense for all stock-based payment awards made to employees and directors is measured based on the grant-date fair value of the award as conformed through ASC topic 718. The Company estimated the fair value of each share-based award using the Black-Scholes option valuation model. The Black-Scholes option valuation model incorporates assumptions as to stock price volatility, the expected life of options, a risk-free interest rate and dividend yield. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award.

The Company does not have a Stock Option Plan; however, it provided for the granting of stock options at an exercise price not less than fair market value of the stock on the date of the grant and with schedules and time frames as determined and allowed by the Board of Directors. No new options could be granted without such approval from the Board.

Aggregated Option/SAR Exercises and Fiscal Year-End Options/SAR Value Table

Note: No bonus has been paid or distributed in the past four fiscal quarters of this reporting period or fiscal ~~2012~~2013.

Director Compensation

The Company does not have any standard arrangements pursuant to which directors of the Company are compensated for services provided as a director. All directors are entitled to reimbursement for expenses reasonably incurred in attending ~~Board~~meetings of ~~Directors'~~the ~~meetings.~~board of directors. There have been no distributions of Stock to the Board Members as of the end of June 30, ~~2012~~2013 and for the same period ending June 30, ~~2011~~2012.

The Director Compensation Tables for the fiscal year end is as follows:

Nonqualified

Fees Earned

Non-Equity

Deferred

or Paid

Stock

Option

Incentive Plan

Compensation

All Other

In Cash

Awards

Compensation

Earnings

Compensation

Total

Name

($)

John Foster

Stefan Drakelid

Frank Saran

Henrik Ljung

Ralph Boral

Compensation Agreements, Termination of Employment and Change-in-Control Arrangements:

As of July of 2001, Mr. Foster served as ~~President~~president and was voted as ~~Chairman~~chairman and CEO by the ~~Board~~board of ~~Directors~~directors. He received a pay increase to $14,700 per month and his contract was extended through June 30, 2002, with a 5% increase beginning July 1, 2002 and each year thereafter. A portion Mr. Foster'’s salary has gone unpaid and remains payable by the Company as of the end of June 30, 2009 and 2010. Mr. Foster has previously waived a portion of his salary. As of June 30, ~~2012~~2013 Mr. Foster currently owed $~~719~~772,251.

On January 7, 2011, Odyssey Pictures Corporation ~~Board~~board of ~~Directors~~directors approved an employment agreement between the Company and John W. Foster as ~~President~~president and ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer. The effective period covered by the terms of the contract is from January 1, 2010 through January 1, 2014.

The Contract provides for an annual salary of $250,000 with increases and contract bonus to be approved by the ~~Board~~board of ~~Directors~~directors along with the right to participate in other bonus, insurance and benefit plans adopted by the Company. It provides for a special grant of common stock of 5,000,000 shares, one third on March 31, 2011, one third on January 31, 2012 and one third on January 31, 2013. And, it provides for options to purchase common stock as follows: 1,000,000 shares @ $.25 per share for three years beginning January 1, 2011; 1,000,000 shares @ $.50 per share for three years beginning January 1, 2012; 1,000,000 shares @ $1.00 per share for three years beginning January 1, 2013 and 1,000,000 shares @ $2.00 per share beginning January 1, 2014.

619

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information concerning ownership of common stock, as of ~~June~~May 3031, ~~2012~~2013, by each person known by the ~~Company~~ Company to be the beneficial owner of more than 5% of the common stock, each director and executive officer, and by all directors ~~and~~ and executive officers of the Company as a group.

Name of beneficial owner		Status		Shares Beneficially Owned			Percentage of Class
Name of		Shares			Percentage
John W. Foster		Director, President and CEO		3,402,000			4.4%
Beneficial		Beneficially			of
Stefan Drakelid		Director		8,864,350			11.46%
Owner	Status	Owned			Class
Frank Saran		Director		961,000			1.24%
John W. Foster	Director, President, and CEO		3,402,000			3.21	%
Henrik Ljung		Director		100,000			Less than 1%
Stefan Drakelid	Director		8,864,350			8.37	%
Ralph Boral Robert Miller Erik Pergreus		Director and COO Shareholder Shareholder		0 4,089,167 5,986,235			0 5.28% 7.74%
Frank Saran	Director		961,000			Less than 1	%
All Executive Officers & Directors And Affiliates				23,302,752			30.13%
Henrik Ljung	Director		100,000			Less than 1	%
Ralph Boral	Director and COO		-			-
Robert Miller	Shareholder		4,089,167			3.86	%
Erik Pregreus	Shareholder		5,986,235			5.65	%
All Executive Officers, Directors and Affiliates			23,402,752			22.00	%

Equity Compensation Plan Information:

The following table summarizes information about the Company’s equity compensation plan as of the end of this fiscal year.

Equity Compensation Plan Information
	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders	-	-	-

Equity compensation plans not approved by security holders	-	-	-

Total	-	-	-

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Directors John W. Foster Director, Chairman, President and CEO Stefan Drakelid Director, Vice Chairman Frank Saran Director Henrik Ljung Director Ralph Boral Director ~~Director~~

Prepaid Expenses: Amounts carried as prepaid expenses are advances paid to Texas Media Management, a Company owned by John Foster, our current president. : At June 30, ~~2012~~2013 advance payments were made for July travel ~~and payroll~~ totaling $851,~~700~~813. Texas Media Management also acts on behalf of the Company as paying agent. Amounts transferred to Texas Media Management in ~~2012~~ 2013 and ~~2011~~2012 in such capacity amounted to $~~445~~230,~~500~~070 and $~~337~~445,~~506~~500 respectively. These amounts also included 100% of Mr. Foster’s salary, allowances, reimbursements, market expenses advanced, required advances per agreement, and related obligatory commitments for which Mr. Foster may have been a guarantor.

Sales: Our “Branding & Services” agreements with Unilistings UK resulted in no revenue transactions for the year ended June 30, 2013 and $718,788 in revenue intransactions ~~2012~~for ~~($823,000 million~~the inyear ~~2011)~~ended June 30, 2012. Unilistings is a Company owned or controlled by a ~~former~~ director of the Company. The ~~former~~ director controls approximately 8.86 million shares of our outstanding common stock, or about 118.464% as of June 30, ~~2012~~2013. Through FilmZone we generated $708,000 in revenue in 2011. The revenue was generated through three agreements with entities controlled by Stefan Drakelid, a member of the Board of Odyssey and beneficial owner of approximately 10% of our common stock.

Due Related Parties: Amounts due related parties consist of corporate loans and advances paid or incurred in previous years ~~due~~ due to JL Media, a Company owned or controlled by John Foster. The total of such items due was $389,463 at June 30, ~~2011~~2012. During ~~2012~~ 2013 we were billed $7556,~~783~~636 for current services ($75,783 in 2012) and paid amounts due of $~~237~~281,000 resulting in a balance of $~~228~~164,~~138~~448 at June 30, ~~2012~~2013.

During 2011, Odyssey received distributions from FilmZone in excess of its allocable share of distributable net income. In June, 2011 the Company reached an agreement to repay the distributions and discontinue the FilmZone business. ~~The~~Under ~~amount~~the ~~due~~terms ~~under~~of this agreement, is $~~876~~828,~~226~~876 ~~and~~ is due June 30, ~~2013~~2014.

Discontinued Operations: In 2011, FilmZone sold its sole asset, a portfolio of domain ~~right~~rights, to two entities controlled by Mr. Drakelid. Rock Solutions purchased certain domain rights for $330,905 and TNO Venture Management acquired the balance of the portfolio for $269,547. All amounts due under the agreements were paid in full at June 30, ~~2011~~2012. The proceeds were offset by the basis of $378,904, ~~resulting~~which resulted in a gain of $$221,548.

ITEM 14. PRINCIPAL ACCOUNTANT ~~FEEES~~FEES AND SERVICES.

(1) Audit Fees: The Company’s principal accountant has billed for Audit services $9,500 for the Year ended ~~2011~~2012 and $9,500 for the Year ended ~~2012~~2013.

(2) Audit Related Fees: None

(3) Tax Fees: None

(4) All Other Fees: None

721

PART IV (REVISED FILE)

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

3.1 Articles of Incorporation, as amended through June 30, 1995 (1)

(A) (1)		Financial Statement and Financial Statement Schedules
		The financial statements and schedules listed in the index to Consolidated Financial Statements on Page F-1 through F-15, which are incorporated herein by reference, are filed as part of this 10K
(A) (2)		Exhibits
		The exhibits listed on the accompanying Index to Exhibits are filed as a part of this report
3.1		Articles of Incorporation, as amended through June 30, 1995 (1)
3.2		Amendments to Articles of Incorporation filed in March and June, 1996(8)
3.3		Amendment to Articles of Incorporation filed in January, 1997 (9)
3.4		By-laws (1)
3.5		Articles of Incorporation, as amended through December 15, 2004
4.3		Form of Common Stock Certificate (1)
4.4		Form of options granted of officers, directors and 5% stockholders (2)
4.8		Form of Common Stock Purchase Warrant by and between the Company and officers, directors, employees and consultants of the Company for warrants issued from the fiscal year ended June 30, 1996 to current date.
10.35	[1]	Promissory Note with JL Media Services LLC dated January 15, 2001
10.56	[1]	Settlement agreement with Thor Films dated June 30, 2006
10.57	[1]	Promissory Note in the amount of $134,100 dated May 31, 2007
10.58	[1]	Branding and Services Agreement with Unilistings dated January 1, 2008
10.59	[1]	Lease for office premises at 2321 Coit Rd., Suite E, Plano, Texas dated February 1, 2008
10.61	[1]	FilmZone Master Services Agreement dated December 15, 2008
10.65	[1]	Employment Agreement with John Foster, dated January 1, 2010
10.66	[1]	FilmZone Domain Name Purchase and Transfer Agreement dated April 30, 2010
10.67	[1]	FilmZone Membership Interest Assignment dated June 1, 2010
10.68	[1]	Promissory note from FilmZone to Unilistings, BV dated July 1, 2010
10.69	[1]	Settlement agreement with Distinct Web Creations dated February 7, 2011
10.70	[1]	Partnership agreement with Push ‘N Post, Inc. dated May 6, 2011
10.71	[1]	Convertible Promissory Note with Asher Enterprises, Inc. incorporated in the Form 8-K filed 10-18-11.
10.72	[1]	Convertible Promissory Note with Asher Enterprises, Inc. 11-22-11.
10.73	[1]	Employment Agreement with Ralph Boral, dated December 1, 2011
10.74	[1]	Convertible Promissory Note with Asher Enterprises, Inc. 2-2-12.
10.75	[1]	Promissory Note in the amount of $200,000 dated April 1, 2012
10.76	[1]	Purchase warrant dated April 15, 2012
10.77	[1]	Promissory Note in the amount of $100,000 dated May 1, 2012
10.78	[1]	Purchase warrant dated May 15, 2012
10.79	[1]	Promissory Note to Siguiente Capital SA dated July 31, 2012
10.80	[1]	Promissory Note in the amount of $50,000 dated August 22, 2012
10.81	[1]	Promissory note to Stefan Drakelid dated January 15, 2013
21.1	[1]	Subsidiaries of the Registrant (3)
31.1	[1]	Officer’s Certification Pursuant to Section 302 (14)
32.1	[1]	Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (14)

~~3.2~~[1] ~~Amendments~~Incorporated herein by reference to ~~Articles~~the ofCompany’s ~~Incorporation~~Annual ~~filed~~Report inon ~~March~~form ~~and~~10K for the fiscal year ended June 30, ~~1996(8)~~2012 and 2013

~~3.3 Amendment to Articles of Incorporation filed in January, 1997 (9)~~22

~~3.4~~Odyssey Pictures ~~By-laws (1)~~Corporation

4.1 Indenture between Odyssey and Continental Stock Transfer and Trust Company ("Continental") dated as of July 15, 1987 (1)

Financial statements table of contents

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets as of June 30, 2013 and 2012	F-2

Consolidated Statements of Operations for the years ended June 30, 2013 and 2012	F-3

Consolidated Statements of Stockholders’ Deficiency	F-4

Consolidated Statements of Cash Flows for the years ended June 30, 2013 and 2012	F-5

Notes to Consolidated Financial Statements for the years ended June 30, 2013 and 2012	F-6 - F-18

~~4.2 Form of Supplemental Indenture between Continental and the Company (1)~~23

4TERRY L.3 ~~Form~~JOHNSON, ~~of Common Stock Certificate (1)~~CPA

~~4.4~~406 Greyford ~~Form of options granted of officers, directors and 5%stockholders (2)~~Lane

~~4.5 Form of Warrant issued to purchasers parties to the 1995Private Placement completed September 30~~Casselberry, Florida ~~1995 (5)~~32707

~~4.6 Form of 12% Unsecured Promissory Note issued to purchasers parties to the 1995 Private Placement completed September 30,1995 )5)~~Phone 407-721-4753

~~4.7~~Fax/Voice Message ~~Form of Stock Option Agreement by and between the Company and officers and directors of the Company, for stock options issued in April1995 (5)~~866-813-3428

4E-mail cpatlj@yahoo.~~8 Form of Common Stock Purchase Warrant by and between the Company and officers, directors, employees and consultants of the Company for warrants issued during the fiscal year ended June 30, 1996 (8)~~com

~~4.9~~REPORT OF ~~Common~~INDEPENDENT ~~Stock~~REGISTERED ~~Purchase~~PUBLIC ~~Warrant,~~ACCOUNTING ~~dated March 6, 1996, between the Company and G & H Media, Ltd. (assignee of Stephen R. Greenwald) (7)~~FIRM

~~4.10~~To The ~~Common~~Board ~~Stock~~of ~~Purchase~~Directors ~~Warrant, dated March 6, 1996, between the Company~~ and ~~Lawrence~~shareholders ~~I. Schneider (7)~~of

~~4.11~~Odyssey Pictures ~~Common Stock Purchase Warrant, dated March 6, 1996, between the Company and Ira N. Smith (7)~~Corporation

~~4.12 Form of Common Stock Purchase Warrant by and between the Company and officers~~Plano, ~~directors, employees and consultants of the Company for warrants issued during the fiscal year ended June 30, 1997 (9)~~ TX

~~4.13~~I have ~~Preferred~~audited ~~Stock~~the ~~Certificate,~~accompanying ~~Series~~balance A,sheets ~~issued~~of toOdyssey ~~Kinnevik~~Pictures ~~Media~~Corporation ~~Properties~~and its subsidiaries (the “Company”) as of June 30, ~~Ltd.~~2013 inand ~~September~~2012 and the related statements of operations, ~~1997~~stockholders’ ~~(10)4.14~~deficit ~~Convertible~~and ~~Note~~cash ~~issued~~flows tofor ~~Augustine~~the ~~Fund~~years ended ~~L.P.~~June in30, ~~July~~2013 and 2012, ~~1998~~and ~~(12)~~the related notes to the financial statements.

~~4.15~~Management’s Responsibility ~~Preferred~~for ~~Stock~~the ~~Certificate,~~Financial ~~Series B, issued to Kimon, Inc. in September, 1998 (10)~~Statements

~~10.01~~Management is ~~1989~~responsible ~~Long~~for ~~Term~~the ~~Incentive~~preparation ~~Plan~~and ~~(1)~~fair presentation of these financial statements in accordance with accounting principles generally accepted in the United State of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

~~10.02 Sub-Lease for office premises at 16910 Dallas Parkway, Suite104, Dallas Texas dated February 1, 2001 (8)~~Auditor’s Responsibility

10My responsibility is to express an opinion on these consolidated financial statements based on my audits.03 ~~Settlement~~I ~~Agreement~~conducted ~~and~~my ~~Release~~audits ~~between~~in accordance ~~Paramount~~with ~~Pictures~~the ~~Corporation~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and ~~Odyssey~~perform ~~Distributors~~the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, ~~Ltd~~nor were I engaged to perform, an audit of its internal control over financial reporting. (my audits included consideration of internal control over financial reporting as a ~~wholly~~basis ~~owned~~for ~~subsidiary~~designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company)’s internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and ~~Guarantee~~disclosures ~~agreement~~in ofthe consolidated financial statements. An audit also includes assessing the ~~Company~~accounting principles used and significant estimates made by management, ~~each~~as ~~dated~~well as ofevaluating ~~September~~the ~~26,~~overall ~~1996~~consolidated ~~(9)~~financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

10.04 Stock Purchase Agreement between the Company and Flanders Film S.A. relating to purchase of minority stock interest in E3 Sports New Mexico, Inc. and Media Trust S.A., and related promissory notes for $135,000 and $315,000, dated March2, 1998 (10)Opinion

~~10.05~~In my ~~Employment~~opinion, ~~Agreement~~the ~~with~~consolidated ~~Johan~~financial ~~Schotte~~statements referred to above present fairly, ~~dated~~in ~~March~~all 2material respects, ~~1998~~the ~~(10)~~consolidated financial position of the Company as of June 30, 2013 and 2012 and the consolidated results of its operations and its cash flows for the years ended June 30, 2013 and 2012, in conformity with accounting principles generally accepted in the United States of America.

~~10.31~~Emphasis of ~~Convertible Note issued to Augustine Fund, L.P. in July, 1998 (12)~~Matter

~~10.32~~The accompanying ~~Asset~~financial ~~Purchase~~statements ~~Agreement~~have ~~between~~been prepared assuming that the Company ~~and~~will ~~Kimon~~continue ~~Mediaright~~as KBa going concern. As discussed in financial statement notes, the Company has a ~~Swedish~~$3.8 ~~limited~~million ~~partnership,~~working ~~dated~~capital ~~July~~deficiency. 14The Company may not have adequate readily available resources to fund operations through June 30, ~~1998(10)~~2014. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in the Note 11. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

~~10.33~~/s/ ~~Employment~~Terry ~~Agreement~~L. ~~with~~Johnson ~~Pierre~~CPA ~~Koshakji,~~August ~~dated March 2~~20, ~~1998 (11)~~2014

~~10.34 Employment Agreement with Ian Jessel, dated December, 1998 (13)~~F-1

~~10.35~~Odyssey Pictures ~~Settlement~~Corporation Consolidated ~~Agreement~~Balance ~~with Stephen Greenwald, dated September, 1999 (13)~~Sheets

10.36 Convertible Promissory Note with Asher Enterprises, Inc. incorporated from Form 8-K 10-18-11.

	June 30, 2013			June 30, 2012
Assets

Current Assets
Cash & cash equivalent’s	$	2,094		$	356
Accounts receivable		144,438			134,852
Prepaid expenses		2,812			1,492
Total current assets		149,344			136,700

Property & equipment (net)		4,658			7,858
Capitalized production costs		1,383,724			1,068,974
Other		2,578			2,578
Total assets	$	1,540,304		$	1,216,110

Liabilities and Stockholders’ Deficiency

Current Liabilities
Accounts payable	$	327,444		$	223,177
Accounts payable-related parties		54,823			80,190
Accrued interest		494,617			412,739
Other accrued expenses		1,240,764			1,145,306
Legal settlements & judgments		135,993			149,993
Current debt obligations due within one year		560,246			449,246
Debt obligations		116,651			-
Liability to issue common stock		125,000			125,000
Related party debt due within one year		876,226			-
Convertible debt derivative liability		-			186,670
Total current liabilities		3,931,764			2,772,321

Related parties		109,625			828,876
Reserve for loss contingencies		110,000			110,000

Stockholders’ Deficiency
common stock-110,000,000 authorized $0.01 par value 105,880,234 issued & outstanding		1,058,803			773,166
Additional paid in capital		39,679,646			39,677,292
Unamortized deferred compensation		(56,770	)		(133,520	)
Accumulated deficit		(43,292,764	)		(42,812,025	)
Total stockholders’ deficiency		(2,611,085	)		(2,495,087	)

Total liabilities and stockholders’ deficiency	$	1,540,304		$	1,216,110

21.1 Subsidiaries of the Registrant (3)

31.1 Officer's Certification Pursuant to Section 302 (14)

32.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (14)

		Odyssey Pictures Corporation
		Consolidated Balance Sheets
				June 30,
				2012		2011
Assets
Current assets
	Cash and cash equivalents		$	356	$	6,500
	Accounts receivable			134,852		12,100
	Prepaids			1,492		57,100
		Total current assets		136,700		75,700
Property and equipment, net				7,858		1,200
Other assets
	Production advances			1,068,974		274,300
	Other			2,578		2,600
		Total other assets		1,071,552		276,900
		Total assets	$	1,216,110	$	353,800
Liabilities and stockholders deficiency
Current liabilities
	Accounts payable and accrued expenses		$	223,178	$	52,800
	Accounts payable-related parties			80,190		104,500
	Accrued interest			412,739		377,900
	Other accrued expenses			1,145,305		672,100
	Legal settlements and judgments			149,993		155,000
	Current debt obligations due within one year			449,246		112,000
	Debt obligations in default			-		97,900
	Liability to issue common stock			125,000		250,000
	Deferred income			-		225,200
	Convertible debt derivative liability			186,670		-
		Total current liabilities		2,772,321		2,047,400
	Related parties			828,876		987,000
	Reserve for loss contingencies			110,000		110,000
		Total liabilities		3,711,197		3,144,400
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		728,500
	Additional paid-in capital			39,677,300		39,509,300
	Unamortized deferred compensation			(133,520)		(181,600)
	Accumulated deficit			(42,812,025)		(42,846,800)
		Total stockholders' deficiency		(2,495,087)		(2,790,600)
		Total liabilites and stockholders' deficiency	$	1,216,110	$	353,800

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

9F-2

Odyssey Pictures
Consolidated Statement of Operations
		Years Ended June 30,
		2012		2011
Net sales of services	$	1,270,609	$	1,604,500
Cost applicable to sales and revnue		177,930		586,700
Gross profit		1,092,679		1,017,800
Operating Expenses
Selling and general and administrative expenses		1,013,594		1,114,600
Settlements, net		-		3,000
Derivative valuation charges		81,328		-
Total expenses		1,094,922		1,117,600
Income (loss) before other income and income taxes		(2,243)		(99,800)
Other income (expense)
Excess carrying value of renegotiated payables		68,929		715,800
Interest expense		(31,911)		(63,400)
Total other income (expense)		37,018		652,400
Income (loss) from continuing operations before income taxes		34,775		552,600
Provision for income taxes		-		-
Earnings (loss) from contunuing operations		34,775		552,600
Discontinued Operations:
Gain on disposal of assets used in discontinued operations		-		221,500
Income attributalte to non-controlling interest		-		(713,700)
Net income (loss) to Odyssey	$	34,775	$	60,400
Net loss per weighted share,
basic and fully diluted	$	0.00	$	0.00
Weighted average number of common
shares outstanding, basic and fully diluted		77,315,800		69,554,450

Odyssey Pictures Corporation

Consolidated Statements of Operations

	Years Ended June 30,
	2013			2012

Net Sales of services	$	512,314		$	1,270,609
Costs Applicable to Sales & Revenue		276,035			492,436
Gross profit		236,279			778,173

Selling, General & Administrative Expenses		621,598			699,088
Settlements, net		1,226			-
Derivative valuation charges		-			81,328
Total Operating Expenses		622,824			780,416
Income (loss) before other income & income taxes		(386,545	)		(2,243	)

Other Income (Expense)
Excess carrying value of renegotiated payables		1,401			68,929
Interest (Expense)		(95,596	)		(31,911	)
Income (Loss) from continuing operation before income taxes		(480,740	)		34,775
Income Taxes		-			-
Earnings (loss) from continuing operations		(480,740	)		34,775

Net Income (loss) to Odyssey	$	(480,740	)	$	34,775

Basic and diluted net income per common share	$	(0.005	)	$	0.000

Weighted average common shares outstanding (basic)		87,513,617			77,315,800

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

10F-3

Odyssey Pictures Corporation
Consolidated Statement of Cash Flows
				Years Ended June 30,
				2012		2011
Cash flows from operations
Net income (loss)			$	34,775	$	60,400
Earnings from discontinued operations, net				-		(221,500)
Net earnings (loss) from continuing opertions				34,775		(161,100)
Adjustment to reconcile net loss to net cash flows
from operating activities:
	Minority interest in net earnings			-		713,700
	Excss carrying value of renegotiated payables			(68,829)		(715,800)
	Amortization of deferred compensation			48,072		66,900
	Depreciation and impairment			2,160		30,900
	Stock-based compensation expensse			60,000		-
	Expenses paid by the issuance of common stock			(125,000)		375,000
	Change in value of derivaties			73,070		-
	Changes in operating assets and liabilities:
		Accounts receivable		(122,752)		(7,400)
		Prepaid expenses		55,608		(41,800)
		Deferred income		(225,200)		(429,800)
		Payables to related parties and affiliates		(182,434)		(174,300)
		Accounts payable and other		820,910		(22,600)
		Net cash provided by (used for) operating activities		370,380		(366,300)
Cash Flows from investing activies
	Purchases of equipment			(8,850)		-
	Investment in production inventory and equipment			(792,174)		(254,300)
	Proceeds from sale of assets			-		600,500
		Net cash used provided by (used for) investing activities		(801,024)		346,200
Cash flows from financing activities
	Loan proceeds			435,500		71,700
	Payments made on long-term debt			(11,000)		(35,000)
	Payments made on settlements and judgements			-		(30,000)
		Net cash provided by financing activities		424,500		6,700
	Net increase (decrease) in cash			(6,144)		(13,400)
	Cash, beginning of period			6,500		19,900
	Cash, end of period		$	356	$	6,500

Odyssey Pictures Corporation

Consolidated Statements of Stockholders’ Deficiency

	Common Stock
	Shares		Common Stock Amount		Additional Paid-In Capital		Accumulated Deficit			Deferred Compensation			Total

Balance, June 30, 2011		72,850,888	$	728,508	$	39,509,292	$	(42,846,800	)	$	(181,600	)	$	(2,790,600	)

Stock issued upon conversion of debt		2,765,694		27,658										27,658
Amortization of deferred compensation											48,080			48,080
Fair value of warrants issued for services						60,000								60,000
Fair value of stock issued under employment agreements		1,700,000		17,000		108,000								125,000
Net income								34,775						34,775

Balance, June 30, 2012		77,316,582		773,166		39,677,292		(42,812,025	)		(133,520	)		(2,495,087	)

Stock issued upon conversion of debt		28,563,652		285,637		2,354								287,991
Amortization of deferred compensation											76,750			76,750
Net loss								(480,740	)					(480,740	)

Balance at June 30, 2013		105,880,234	$	1,058,803	$	39,679,646	$	(43,292,765	)	$	(56,770	)	$	(2,611,086	)

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

12F-4

Odyssey Pictures Corporation
Consolidated Statements of Stockholders' Deficiency
							Additional
			Common Stock				Paid-in		Accumulated		Deferred
			Shares		Amount		Capital		Deficit		Compensation		Total
	Balance, June 30, 2010		68,150,888	$	681,500	$	38,744,900		(42,907,200)	$	-	$	(3,480,800)
		Stock issud upon conversion of debt	3,000,000		30,000		170,000						200,000
		Equity of consolidated subsidairy					237,900						237,900
		Fair value of options isssued					248,500				(181,600)		66,900
		Fair value of stock issued under
		employment agreements	1,700,000		17,000		108,000						125,000
		Net loss							60,400				60,400
	Balance, June 30, 2011		72,850,888		728,500		39,509,300		(42,846,800)		(181,600)		(2,790,600)
		Stock issued upon conversion of debt	2,765,694		27,658								27,658
		Fair value of stock issued under
		employment agreements	1,700,000		17,000		108,000						125,000
		Fair value of warrants issued for services					60,000						60,000
		Deferred compensation amortization									48,080		48,080
		Net income							34,775				34,775
	Balance, June 30, 2012		77,316,582	$	773,158	$	39,677,300	$	(42,812,025)	$	(133,520)	$	(2,495,087)

Odyssey Pictures Corporation

Consolidated Statements of Cash Flows

	Years Ended June 30,
	2013			2012
Cash Flows from Operating Activities:
Net loss	$	(480,740	)	$	34,775
Adjustments required to reconcile net loss to cash flows from operating activities:
Excess carrying value of renegotiated payables		1,401			(68,829	)
Amortization of deferred compensation		76,750			48,072
Depreciation & impairment		3,200			2,160
Expenses paid by the issuance of equity securities		-			(65,000	)
Change in the of value of derivatives		-			73,070
Changes in Operating Assets & Liabilities:
Accounts Receivable		(106,089	)		(122,752	)
Prepaid expenses		83,883			55,608
Decrease in deferred income		-			(225,200	)
Decrease in payables to affiliates		(8,367	)		(182,434	)
Accounts Payable & Other		444,175			820,910
Net cash generated by operating activities		14,213			370,380

Cash Flows from Investing Activities:
Investment in production inventory		(320,450	)		(792,174	)
Purchase of fixed assets		-			(8,850	)
Net cash used by investing activities		(320,450	)		(801,024	)

Cash Flows from Financing Activities:

Loan proceeds		334,975			435,500
Payments made on long term debt		(13,000	)		(11,000	)
Payments made on settlements & judgments		(14,000	)		-
Net cash used by financing activities		307,975			424,500

Net change in cash		1,738			(6,144	)
Cash-beginning		356			6,500
Cash-ending	$	2,094		$	356

Supplemental disclosure:
Payables & accruals settled by issuance of stock	$	-		$	6,700
Conversion of debt to common stock	$	287,990		$	159,000

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

13F-5

ODYSSEY PICTURES CORPORATION

~~BACKGROUND~~Notes ~~AND Significant~~to ~~Accounting~~Financial ~~Policies~~Statements June 30, ~~2012~~2013

~~The~~Note ~~Company~~1 – Description of Business and Corporate Information

~~Organizational Background: Odyssey~~Organization

~~Pictures~~ Odyssey Pictures Corporation ("“Odyssey"” or the "“Company"”)~~, formerly~~ ~~known~~was formed as ~~Communications~~a ~~and~~holding ~~Entertainment~~company ~~Corp., was formed~~ in December 1989. The Company was formerly known as aCommunications ~~holding~~and ~~Company~~Entertainment Corp. At such time, the Company had no material assets. In September 1990, Double Helix Films, Inc. ("“Double Helix"”), a producer of low budget films, and Odyssey Entertainment Ltd. ("“OEL"”), an international film distribution Company, were merged with wholly owned subsidiaries of the Company (the " “Mergers"”). Subsequent to the Mergers, each of Double Helix and OEL became a wholly owned subsidiary of the Company. In June 1991, the Company sold Double Helix and thereafter began to focus on the distribution of motion pictures in overseas markets as its primary business. The Company has been engaged to operate in the entertainment industry, specifically, in connection with the development, production, marketing and distribution of films and DVD’s. In 2011, Odyssey ~~acquired~~assumed management if the remaining 50% interest in FilmZone, form its other member, a previously inactive LLC. FilmZone ~~owned~~received athe domain rights portfolio from the member that was sold to entities owned or controlled by one of our directors in 2011.

~~Significant~~ Accounting ~~Policies~~ period

The Company has adopted an annual accounting period of July through June.

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

The ~~acCompanying~~accompanying consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. The ~~acCompanying~~accompanying consolidated financial statements of Odyssey Pictures include the accounts of Odyssey Pictures and its majority-owned joint venture. Significant ~~interCompany~~intercompany accounts and transactions have been eliminated in consolidation.

Non-Controlling Interest

Effective July 1, 2009, the Company adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” which established new standards governing the accounting for and reporting of noncontrolling interests (NCIs) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not as a liability (as was previously the case), that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. This standard also required changes to certain presentation and disclosure requirements. Losses attributable to the NCI in a subsidiary may exceed the NCI’s interests in the subsidiary’s equity. The excess attributable to the NCI is attributed to those interests. The NCI shall continue to be attributed its share of losses even if that attribution results in a deficit NCI balance.

F-6

ODYSSEY PICTURES CORPORATION

Notes to Financial Statements
June 30, 2013

Note 2 – Summary of Significant Accounting Policies (continued)

Reclassification

Certain reclassifications have been made to prior year amounts to conform to the current period presentation.

Revenue Recognition

We earn revenue under a three year “Branding & Services” agreement that provides for a monthly licensing fee. Revenue is recognized monthly on a straight line basis over the term of the agreement.

We also earn revenue from Services for production for work performed on each production and by charging a fee and is billed on a contract basis. We may also charge consulting fees for services.

Additionally, the Company receives commissions from licensing and sales of each project in the market we represent.

Use of Estimates

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

Significant Accounting Policies (continued)

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.

Property and Equipment

New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

Valuation of Long-Lived Assets

We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

F-7

ODYSSEY PICTURES CORPORATION

Notes to Financial Statements
June 30, 2013

Note 2 – Summary of Significant Accounting Policies (continued)

Stock Based Compensation

Stock-based awards to employees and non-employees are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. ASC 718 requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.. We calculate the fair value of options using a Black-Scholes option pricing model.

ASC 718 also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, ASC 718 required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share.

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.

Fair Value of Financial Instruments

FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current ~~transaction~~ transaction between willing parties. At June 30, ~~2011~~2013 and ~~2010~~2012, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates

Significant Accounting Policies (continued)

Fair Value Measurements

FASB ASC 820 defines fair value and establishes a framework for measuring fair value and establishes a fair value hierarchy which prioritizes the inputs to the inputs to the valuation techniques. Fair value is the price that would be received to sell an asset or amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value.

F-8

ODYSSEY PICTURES CORPORATION

Notes to Financial Statements
June 30, 2013

Note 2 – Summary of Significant Accounting Policies (continued)

Fair Value Hierarchy

FASB ASC 820 specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs), or reflect the Company’s own assumptions of market participant valuation (unobservable inputs). In accordance with FASB ASC 820, these two types of inputs have created the following fair value hierarchy:

·	Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities.
·	Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly.

	Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities.

	Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly.

	Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

· Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

FASB ASC 820 requires the use of observable market data if such data is available without undue cost and effort.

Measurement of Fair Value

The Company measures fair value as an exit price using the procedures described below for all assets and liabilities measured at fair value. When available, the Company uses unadjusted quoted market prices to measure fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based or independently-sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be inputs that are readily observable. If quoted market prices are not available, the valuation model used generally depends on the specific asset or liability being valued. The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments.

Earnings per Common Share

We have adopted the provisions of ASC 260, Earning per ~~ShareASC~~Share . ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti -dilutive.

15F-9

~~Significant~~ODYSSEY ~~Accounting~~PICTURES ~~Policies~~CORPORATION ~~(continued)~~

Notes to Financial Statements
June 30, 2013

Note 2 – Summary of Significant Accounting Policies (continued)

Income Taxes

We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

Contingent Liabilities

We are subject to lawsuits, investigations and other claims related to operations, securities, product, taxing authorities and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses and fees.

A determination of the amount of reserves and disclosures required, if any, for these contingencies are made after considerable analysis of each individual issue. We accrue for contingent liabilities when an assessment of the risk of loss is probable and can be reasonably estimated. We disclose contingent liabilities when the risk of loss is reasonably possible or probable.

F-10

ODYSSEY PICTURES CORPORATION

Notes to Financial Statements
June 30, 2013

Note 2 – Summary of Significant Accounting Policies (continued)

Contingent Liabilities (continued)

Our contingent liabilities contain uncertainties because the eventual outcome will result from future events, and determination of current reserves requires estimates and judgments related to future changes in facts and circumstances, differing interpretations of the law and assessments of the amount of damages or fees, and the effectiveness of strategies or other factors beyond our control.

We have not made any material changes in the accounting methodology used to establish our contingent liabilities during the past three fiscal years.

Significant Accounting Policies (continued)

Contingent Liabilities (continued)

We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our contingent liabilities. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material.

Reclassification of Expenses

Certain expense items reported for the year ended June 30, 2012 were reclassified to conform to their classification as reported for the year ended June 30, 2013.

Recent Accounting Pronouncements

OnIn ~~February~~March 252013, ~~2010,~~ the FASB issued ~~ASU~~Accounting ~~2010~~Standards Update No. 2013-0905, ~~Subsequent~~Foreign ~~Events~~Currency Matters (Topic ~~855,~~830): ~~“Amendments~~Parent’s toAccounting for the Cumulative Translation Adjustment upon Derecognition of Certain ~~Recognition~~Subsidiaries ~~and~~or ~~Disclosure Requirements,”~~Groups ~~effective~~of ~~immediately.~~Assets ~~The~~within ~~amendments~~a Foreign Entity or of an Investment in ~~the~~a Foreign Entity (ASU ~~remove~~2013-05). ~~the~~ASU ~~requirement~~2013-05 ~~for~~provides anguidance ~~SEC~~on ~~filer~~releasing tocumulative ~~disclose~~translation adjustments when a ~~date through~~reporting ~~which~~entity ~~subsequent~~(parent) ~~events~~ceases to have ~~been~~a ~~evaluated~~controlling infinancial ~~both~~interest ~~issued~~in ~~and~~a ~~revised~~subsidiary ~~financial~~or ~~statements.~~a ~~Revised~~business ~~financial~~within ~~statements~~a foreign ~~include~~entity. ~~financial~~ASU ~~statements~~2013-05 ~~revised~~is aseffective on a ~~result~~prospective ofbasis ~~either~~for ~~correction~~fiscal ofyears anand ~~error~~interim orreporting ~~retrospective~~periods ~~application~~within ofthose USyears, ~~GAAP. The~~beginning ~~FASB~~after ~~believes~~December ~~these~~15, ~~amendments~~2013. ~~remove~~Early ~~potential~~adoption ~~conflicts~~is ~~with the SEC’s literature~~permitted. The adoption of ~~this~~ ASU ~~did~~2013-05 is not expected to have a material impact on our ~~the~~financial ~~Company’s~~position, ~~consolidated~~results ~~financial~~of ~~statements~~operations or cash flows.

In ~~May~~February ~~2011~~2013, the FASB issued ASU No. ~~2011~~2013-0402, ~~Fair~~Comprehensive ~~Value~~Income ~~Measurement~~ (Topic ~~820~~220): ~~Amendments~~– toReporting ~~Achieve~~of ~~Common~~Amounts ~~Fair Value Measurement~~Reclassified ~~and~~out ~~Disclosure~~of ~~Requirements~~Accumulative inOther ~~U.S.~~Comprehensive ~~GAAP~~Income ~~and IFRSs. The guidance in~~ (ASU ~~2011~~2013-0402), ~~changes~~which replaces the ~~wording~~presentation ~~used~~requirements tofor ~~describe~~reclassifications out ~~the~~of ~~requirements in~~accumulated ~~U.S.~~other ~~GAAP~~comprehensive ~~for~~income ~~measuring~~in ~~fair~~ASU ~~value~~2011-05 and ~~for~~ASU ~~disclosing~~2011-12. ~~information~~ASU ~~about~~2013-02 ~~fair~~requires ~~value~~an ~~measurements,~~entity ~~including~~to ~~clarification~~provide ofinformation ~~the FASB's intent~~ about the ~~application~~amounts reclassified out of ~~existing~~accumulated ~~fair~~other ~~value~~comprehensive ~~and~~income ~~disclosure~~by ~~requirements~~component and ~~changing~~to apresent ~~particular~~significant ~~principle~~amounts reclassified orout ~~requirement~~of ~~for~~accumulated ~~measuring~~other ~~fair~~comprehensive ~~value~~income orby ~~for~~respective ~~disclosing~~line ~~information~~items ~~about~~of ~~fair~~net ~~value~~income ~~measurements.~~if ~~The~~the ~~amendments~~amount inreclassified ~~this~~is ~~ASU should~~required to be ~~applied~~reclassified ~~prospectively~~to ~~and~~net ~~are~~income ~~effective~~in ~~for~~its ~~interim and annual periods beginning after December 15, 2011~~entirety. ~~Early adoption by public entities is not permitted.~~ The adoption of ~~this~~ASU ~~guidance~~2013-02 isdid not ~~expected to~~ have aany ~~material~~ impact on ~~the~~our ~~Company’s~~ financial position or , results of operations or cash flows.

In ~~June~~September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-0508, ~~Comprehensive~~Intangibles – ~~Income~~Goodwill and Other (Topic ~~220~~350): ~~Presentation~~– ofTesting ~~Comprehensive~~Goodwill ~~Income.~~for ~~The~~Impairment ~~guidance in~~ (ASU 2011-0508), ~~applies~~ to ~~both~~allow ~~annual~~entities ~~and~~to ~~interim~~use ~~financial~~a ~~statements~~qualitative approach ~~and~~to ~~eliminates~~determine ~~the~~whether ~~option~~it ~~for~~is ~~reporting~~more ~~entities~~likely tothan ~~present~~ not that the ~~components~~fair value of ~~other~~a ~~comprehensive~~reporting ~~income~~unit asis ~~part~~less ofthan its carrying value. If after performing the ~~statement~~qualitative ofassessment ~~changes~~an inentity ~~stockholders'~~determines ~~equity.~~it ~~This~~is ~~ASU~~not ~~also~~more ~~requires consecutive~~likely ~~presentation~~than ofnot that the ~~statement~~fair value of ~~net~~a ~~income~~reporting unit ~~and~~is ~~other~~less ~~comprehensive~~than ~~income.~~its ~~Finally~~carrying amount, ~~this~~then ~~ASU~~performing ~~requires~~the two-step goodwill impairment test is unnecessary. However, if an entity to ~~present~~concludes ~~reclassification~~otherwise, ~~adjustments~~then onit ~~the~~is ~~face~~required ofto perform the ~~financial~~first ~~statements~~step ~~from~~of ~~other~~the ~~comprehensive~~two-step ~~income~~goodwill toimpairment ~~net income~~test. ~~The~~ASU 2011-08 is effective ~~amendments~~for us in ~~this~~fiscal ~~ASU~~year ~~should~~2013. beWe ~~applied~~adopted ~~retrospectively~~ASU ~~and~~2011-08 ~~are~~during ~~effective~~the ~~for~~first quarter of fiscal year, ~~and~~2013 ~~interim~~for ~~periods~~our ~~within~~annual ~~those~~impairment ~~years~~test, ~~beginning~~which ~~after~~occurs ~~December~~in ~~15,~~the ~~2011.~~first ~~Early~~quarter ~~adoption~~of isour ~~permitted~~fiscal year. The adoption ofdid ~~this guidance is~~ not ~~expected to~~ have aany ~~material~~ impact on ~~the~~our ~~Company’s~~ financial position, or results of operations or cash flows.

~~In September 2011, the FASB issued ASU No. 2011~~F-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.11

ODYSSEY PICTURES CORPORATION

~~NOTES~~Notes TOto ~~CONSOLIDATED~~Financial ~~FINANCIAL STATEMENTS~~Statements June 30, ~~2012~~2013

1.Note 2 ~~Revenues~~– &Summary ~~Economic~~of ~~Dependency~~Significant Accounting Policies (continued)

WeRecent ~~earn~~Accounting ~~revenue~~Pronouncements under several “Branding & Services” agreements that provide for a monthly licensing fee. Revenue is recognized monthly on a straight line basis over the term of the agreement. Revenues recognized under these agreements were $718,788 through June 30, 2012 and $1,531,000 through June 30, 2011 and represented 57% of all revenues in the year ending June 30, 2012 and 95% - 99% of all revenue in the same period last year.(continued)

2In June 2011, the FASB issued ASU No. ~~Notes~~2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income (ASU 2011-05), to require an entity to present the total of comprehensive income, the components of net income, and ~~Loans~~the ~~Payable~~components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220) – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05 (ASU 2011-12), which defers the effective date of only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments. We adopted ASU 2011-05 in our first quarter of fiscal year 2013, and applied it retrospectively. We elected to report comprehensive income as a separate, but consecutive statement to net income. The adoption of ASU 2011-05 did not have any impact on our financial position, results of operations or cash flows.

AsNote of3 ~~June~~– ~~30,~~Revenues ~~2012~~& weEconomic ~~owe $333,000 to approximately 2 note holders. The notes vary in amounts and interest rates and range from $30,000 to $300,000. Interest rates average about 8%. We are within terms on two notes.~~Dependency

InThe ~~June,~~Company ~~2011~~continues weto ~~acquired~~earn ~~the~~revenue ~~remaining~~under ~~50%~~several ~~interest~~“Branding in& ~~FilmZone,~~Services” ~~LLC~~agreements ~~and~~that ~~agreed~~provide tofor ~~repay~~a ~~distributions~~monthly ~~received~~licensing fee. ~~from~~Revenue ~~FilmZone~~is ~~in excess~~recognized ofmonthly ~~our~~on ~~allocable~~a ~~portion~~straight line basis over the term of ~~2011~~the ~~profits~~agreement. ~~The~~Revenues ~~total~~recognized ~~due~~ under ~~this~~these ~~combined~~agreements were ~~agreement~~$-0- isand $~~876~~718,~~226~~788 ~~and~~for isthe ~~recorded~~years asended ~~a note~~June ~~payable~~30, to2013 ~~related~~and ~~parties.~~2012, ~~The~~respectively, ~~note~~and ~~accrues~~represented ~~interest~~0% atand 357% ~~and~~of isall ~~due~~revenues inreported for ~~full~~the byyears ended June 30, 2013 and 2012, respectively.

3During the year ended June 30, 2013, the Company recognized revenue from several additional sources, expanding from solely recognizing revenue from “Branding and Services” agreements. ~~Income~~Some ~~Taxes~~of these additional sources of revenue were generated from the company’s long-standing relationships with other film and TV producers and suppliers in the various markets the company services.

WeDuring ~~have~~the ~~adopted~~year ~~ASC~~ended ~~740~~June 30, ~~Accounting for Income Taxes~~2013, ~~which provides for~~ the ~~recognition of~~Company abegan ~~deferred tax asset based upon the value the loss carry-forwards will have~~ to ~~reduce~~recognize ~~future~~ income ~~taxes~~from ~~and~~other ~~management's estimate~~areas of ~~the~~its ~~probability of the realization of these tax benefits.~~business:

~~We have~~1. aServices ~~current~~for ~~operating~~production: ~~loss~~Fees ~~carry~~earned for providing various stages of production and post-~~forward~~production services in all media it is either engaged in or contracted for. This revenue is billed on a contract basis and is earned when received. For the period ending June 30, 2013, the company services from production was $105,257 representing 20% of its total reported gross revenues. 2. Fees from production: The Company charges a fee for its producer services in new production. For the period ending June 30, 2013, the company earned fees from production in the amount of $42300,~~727~~269 representing 58% of its total reported gross revenues. 3. Consultation in research and development of certain technologies that the company is currently undertaking.. For the period ending June 30,~~016~~ 2013, the company earned fees from consultation and development in the amount of $5,409 representing less than 1% of its total reported gross revenues. We4. ~~have~~Commission ~~determined~~from licensing and sales: The Company receives commissions from its sales efforts in the international markets it ~~more~~attends ~~likely~~as ~~than~~well ~~not~~as ~~that~~the ~~these~~placement ~~timing~~of ~~differences will~~film, ~~not~~TV ~~materialize~~and other media projects in certain markets. For the period ending June 30, 2013, the company earned fees from commission and ~~have~~licensing ~~provided~~in athe ~~valuation~~amount ~~allowance~~of ~~against~~$101,380 ~~substantially~~representing ~~all~~20% ~~our~~of ~~net~~its ~~deferred~~total ~~tax~~reported ~~asset~~gross revenues.

Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization.F-12

~~The~~ODYSSEY ~~Company~~PICTURES isCORPORATION not under examination by any jurisdiction for any tax year. At June 30, 2012 and 2011, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48.

4.Notes to ~~Commitments:~~Financial Statements June 30, 2013

~~Leases~~Note ~~The~~4 ~~Company~~– ~~leases~~Notes ~~its office space. Rent expense was $30,923 each for the years ended June 30, 2012~~ and ~~2011~~Loans ~~respectively. Rent expense is recognized on a straight-line basis over the lease term. Future minimum lease payments are as follows~~Payable:

2012	$	30,923
2013		23,192
	$	54,115

As of June 30, 2013, we owe $500,000 to approximately three unsecured note holders. The notes vary in amounts and interest rates and range from $30,000 to $300,000. Interest rates average about 8%. We are within terms on the notes.

In June, 2011, we became the sole member in FilmZone, LLC and agreed to repay distributions received from FilmZone in excess of our allocable portion of 2011 profits. The total due under this combined agreement was $876,226 and has a current balance after adjustments in the amount of $828,876 and is recorded as a note payable to related parties. The note accrues interest at 3% and is due in full by June 30, 2014.

Note 5 – Income Taxes:

We have adopted ASC 740, Accounting for Income Taxes which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management’s estimate of the probability of the realization of these tax benefits.

We have a current operating loss carry-forward of $ 43,292,764. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset.

The Company is not under examination by any jurisdiction for any tax year. At June 30, 2013 and 2012, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48.

Note 6 – Commitments

Leases: The Company leases its office space. Rent expense was $30,923 each for the years ended June 30, 2013 and 2012 respectively. Rent expense is recognized on a straight-line basis over the lease term. Future minimum lease payments are as follows:

June 30, 2013	$	30,923
June 30, 2014		31,152
June 30, 2015		31,377
March 31, 2016		24,552

F-13

ODYSSEY PICTURES CORPORATION

Notes to Financial Statements
June 30, 2013

Note 6 – Commitments (continued)

Employment Agreements

AsEffective of July of 2001, Mr. Foster served as ~~President and~~president, ~~was voted~~chairman ~~as Chairman and~~of ~~CEO by~~ the ~~Board~~ board of ~~Directors~~ directors, and CEO. He received a pay increase to $14,700 per month and his contract was extended through June 30, 2002, with a 5% increase beginning July 1, 2002 through to June 30, ~~2003~~ 2003 and each year thereafter. From the years, 2004 through 2006, Mr. Foster'’s salary has principally gone unpaid and remains payable by the Company as of the end of June 30, 2008 and 2007. Approximately $100,000 of his salary was waived in calendar 2007, to which a fair market value of $36,000 was expensed by the Company. Beginning January 2008, Mr. Foster’s salary was readjusted at a rate of $6,850 monthly, and then adjusted upward in July 2008 to $9,850 monthly. He also receives a medical and life insurance allowance. In 2011, a new agreement was reached with Mr. Foster. Mr. Foster is currently owed $772,251 under this agreement.

4. Commitments (continued)

Employment Agreements (continued)

Approximately $100,000 of his salary was waived in calendar 2007, to which a fair market value of $36,000 was expensed by the Company. Beginning January 2008 Mr. Foster’s salary was readjusted at a rate of $6,850 monthly and then again adjusted in July of 2008 to $9,850 monthly. He also receives a medical and life insurance allowance. Mr. Foster is currently owed $719,251 under this agreement. In 2011 a new agreement was reached with Mr. Foster.

Settlements & Judgments

Material Items are as follows:

We remain liable for $155,000 due to four outstanding judgments and liens. The amounts range from $6,800 to $100,000. Such amounts bear interest at the jurisdictional statutory rate and may vary over time.

Reserve for Contingencies

We assess our exposures to loss contingencies including legal and other matters and we record accruals for such contingencies if it is judged to be probable and reasonably estimable. The legal proceedings are complex in nature and have outcomes that are difficult to predict. If the actual loss from a contingency differs from our estimate, there could be a material impact on our results of operations or financial position. Operating expenses associated with contingencies are expensed when incurred.

Currently two such proceedings have been identified and reserved. The Company has determined that losses related to these proceedings is probable and has reserved for the estimated amounts of losses and related legal expenses. Judgments that have been finalized and awarded are reclassified to “Judgments and settlements” on the balance sheet.

Discharge of Debt

In ~~fiscal year 2012~~2013, 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:

		2012			2011
			2013				2012
Excess carrying value of settled obligations	$	-$	1,401	$	~~(8,081)~~	$	-
Related accrued interest		~~29,624~~	-		~~192,000~~		29,624
Obligations deemed barred by statute of limitations		~~60,000~~	-		~~160,000~~		39,305
	$	$~~89,624~~	1,401	$	~~343,919~~	$	68,929

18F-14

5.ODYSSEY PICTURES ~~Stockholders'~~CORPORATION ~~Equity:~~

Notes to Financial Statements
June 30, 2013

Note 7 – Stockholders’ Equity:

Common Stock

We are currently authorized to issue up to 110,000,000 shares of $ 0.01 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.

~~During~~Effective ~~the~~January ~~year~~1, ~~ended~~2011 ~~June~~and ~~30,~~retroactive ~~2010~~to weJanuary ~~issued~~1, 32010,~~069,875~~ ~~shares~~the ofCompany ~~our~~granted ~~common~~John ~~stock.~~Foster ~~2,165,000~~option ~~shares~~to ~~were~~purchase ~~issued~~four asmillion ~~consideration~~shares inof ~~the~~common ~~settlement of existing obligations~~stock. The ~~shares~~compensation ~~were~~cost ~~value~~that athas ~~$140,758,~~been orcharged ~~about~~against ~~$0.065~~income ~~per~~for ~~share~~options ~~and~~was ~~reflect~~$48,100 ~~the~~for ~~market value at~~ the ~~grant~~year ~~date.~~ended WeJune ~~also issued 670~~30,~~000~~ ~~shares to Redcliffe in settlement of $134~~2012,~~000~~ based ~~owed.~~on ~~The~~the ~~amount~~requisite ~~due~~service ~~Redcliffe~~period ~~exceeded the~~for ~~fair~~unvested ~~value~~options as of ~~the~~that ~~stock~~date byas ~~$94,000.~~well ~~Redcliffe~~as ~~was~~options ~~considered~~granted aduring ~~related party at~~ the ~~date~~period. As of June ~~settlement~~30, ~~and~~2013, ~~the~~there ~~excess~~was ~~over fair~~approximately ~~value was~~$133,500 ~~accordingly,~~of ~~considered~~unrecognized acompensation ~~capital~~cost ~~transaction.~~related Weto ~~also~~non-vested ~~issued 234,375~~ options.

~~shares~~On inApril ~~full~~15, ~~payment~~2012, ofwe aissued ~~note~~4,000,000 warrants as consideration for services. The ~~shares~~warrants soare ~~issued~~exercisable ~~were~~at ~~valued~~$0.04 atand ~~the~~expire ~~quoted~~April 15, ~~market~~2017. ~~price~~We atestimate the ~~date~~value of ~~grant~~these warrants to be $157,000 using the Black-Scholes option pricing model with inputs as described in our financial statements.

~~Effective~~On ~~January~~May 115, ~~2011~~2012, ~~and~~we ~~retroactive~~issued ~~to January 1~~4, ~~2010~~000,000 ~~the~~warrants ~~Company~~as ~~granted~~consideration ~~John~~for ~~Foster option to purchase 4 million shares of common stock~~services. The ~~compensation~~warrants ~~cost~~are ~~that~~exercisable ~~has~~at ~~been charged against income for options was~~ $~~48,100~~0.04 ~~for~~and ~~the~~expire ~~year ended June 30~~May 15, ~~2012~~2017. ~~based on~~We estimate the ~~requisite~~value ~~service period for unvested options as~~ of ~~that~~these ~~date~~warrants asto ~~well~~be as$157,000 ~~options~~using ~~granted during~~ the ~~period.~~Black-Scholes Asoption ofpricing ~~June 30,~~model ~~2012,~~with ~~there~~inputs ~~was~~as ~~approximately~~described in ~~$133,500~~our offinancial ~~unrecognized compensation cost related to non-vested options~~statements.

OnConversion ~~April~~of ~~15,~~debt ~~2012~~to weCommon ~~issued~~Stock: ~~4,000,000~~In ~~warrants~~February asand ~~consideration~~March, ~~for~~2013, ~~services.~~$287,990 ~~The~~of ~~warrants~~accrued ~~are~~interest ~~exercisable~~and atdebt ~~$0.04~~was ~~and~~converted ~~expire~~into ~~April 15~~28,563,652 shares ~~2017.~~of Wecommon ~~estimate~~stock. At the ~~value~~time of ~~these warrants to be $157~~conversion,~~000~~ ~~using~~ the ~~Black-Scholes~~debt ~~option~~was ~~pricing~~carried ~~model~~as ~~with~~a ~~inputs~~derivative aswith ~~described in~~a ~~our~~fair ~~financial~~value ~~statements~~of $186,671.

6.Note 8 – Stock Options and Warrants

Summary of Option Activity

Under a new employment agreement with Mr. Foster, we issued 4,000,000 options. Exercise prices are staggered and range from $0.25 to $2.00. One million options vest each successive anniversary date and expire three years from the date of vesting.. We evaluate and account for such securities in accordance with EITF Issue No. 00-19 and FASB ASC 815, Accounting for Derivative Financial Instruments.

The Company used the Black-Scholes option pricing model in valuing the warrants. The inputs for the valuation analysis of the warrants include the market value of the Company'’s common stock, the estimated volatility of the Company'’s common stock, the exercise price of the warrants and the risk free interest rate. The key inputs for the valuation analysis at June 30, ~~2012~~2013-2011 were a volatility of 200% and 213% , common stock value of $0.~~078~~0078 and a risk free interest rate of 4.4%. A table summarizing the assumptions for each year presented is as follows:

Year	~~Interest Rate~~	~~Dividend Yield~~	~~Expected~~Interest ~~Volatility~~Rate	~~Expected Life~~		Dividend Yield		Expected Volatility			Expected Life
2012	4.4%	0.0%	200.0%	36-48 mos.
2013				1.4	%	0.0	%		213.0	%	36-48 mos.
2011	4.4%	0.0%	213.0%	36-48 mos.
2012				4.4	%	0.0	%		200.0	%	36-48 mos.

F-15

ODYSSEY PICTURES CORPORATION

Notes to Financial Statements
June 30, 2013

Note 8 – Stock Options and Warrants (continued)

The following table provides summary information on the various warrants issued by us in private placement transactions; the warrants exercised to date; the warrants that are presently exercisable and the current weighted average exercise prices of such warrants.

All Plan & Non- Plan Compensatory Type Options
	All Plan & Non-Plan Compensatory Type Options
	Shares				Weighted average exercise price		Weighted average remaining contractual term (years )			Aggregate ~~Intrinsic~~intrinsic ~~Value~~value*
Options outstanding at June 30, 2010	400,000			$	0.10
Options outstanding at June 30, 2011		4,400,000			$	0.10
Granted	~~4,000,000~~	8,000,000		$	~~0.00~~$	0.94
Exercised	0	0		$	~~0.00~~$	0.00
Lapsed	0	(400,000	)	$	~~0.10~~$	0.10
Options outstanding at June 30, 2011	4,400,000			$	0.86		1.8		$	0
Options outstanding at June 30, 2012		12,000,000			$	0.34		4.1		$	0
Granted	~~8,000,000~~	0		$	~~0.04~~$	0.00
Exercised	0	0		$	~~0.00~~$	0.00
Lapsed	~~(400,000~~	)0		$	~~0.10~~$	0.00
Options outstanding at June 30, 2012	12,000,000			$	0.34		4.1		$	0
Options outstanding at June 30, 2013		12,000,000			$	0.34		3.1		$	0
Options exercisable at June 30, 2012	10,000,000			$	0.11		4.2		$	0
Options exercisable at June 30, 2013		11,000,000			$	0.19		3.1		$	0

~~The following table summarizes the status of the Company's aggregate warrants as of June 30, 2012:~~F-16

	Warrants Outstanding			Warrants Exercisable
Range of exercise prices	Shares	weighted average exercise price	Weighted average remaining life in months	Shares	weighted average exercise price
$ 0.01-$ 0.50	10,000,000	$0.11	50.0	10,000,000	$0.11
$ 0.51-$ 1.00	2,000,000	$1.50	48.0	0	$0.00
Total Shares	4,400,000			10.000,000

7. Acquisition of FilmZone, LLC and Discontinued Operations

In 2011, the Company purchased the remaining 50% interest in FilmZone LLC. Operations consisted of its ownership of web based domain properties. By June 30, 2011 all the assets of FilmZone had been sold to two entities controlled by Stefan Drakelid, a member of Odyssey’s Board. The bulk sale of the all the assets held by FilmZone were reported on a consolidated basis as discontinued operations. FilmZone has ceased business and has no continuing operations.

8. Related Party Transactions not Disclosed Elsewhere

Prepaid Expenses

Amounts carried as prepaid expenses are advances paid to Texas Media Management, a Company owned by John Foster, our current president. At June 30, 2012 advance payments were made for July travel and payroll totaling $85,700. Texas Media Management also acts on behalf of the Company as paying agent. Amounts transferred to Texas Media Management in 2012 and 2011 in such capacity amounted to $445,500 and $337,506 respectively. These amounts also included 100% of Mr. Foster’s salary, allowances, reimbursements, market expense advances, required advances per agreement, and related obligatory commitments for which Mr. Foster may have been a guarantor.

Sales

Our “Branding & Services” agreements with Unilistings UK resulted in $718,788 in revenue in 2012 ($823,000 in 2011). Unilistings is a Company owned or controlled by a former director of the Company. The former director controls approximately 8.8 million shares of our stock or about 11.46% as of June 30, 2012. Through FilmZone we generated $708,000 in revenue in 2011. The revenue was generated through three agreements with entities controlled by Stefan Drakelid, a member of the Board of Odyssey and beneficial owner of approximately 10% of our common stock.

Due Related Parties

Amounts due related parties consist of corporate loans and advances paid or incurred in previous years due to JL Media, a Company owned or controlled by John Foster. The total of such items due was $389,463 at June 30, 2011. During 2012 we were billed $75,783 for current services and paid amounts due of $237,000 resulting in a balance of $228,138 at June 30, 2012.

8. Related Party Transactions not Disclosed Elsewhere (continued)

Discontinued Operations

In 2011 FilmZone sold its sole asset, a portfolio of domain right, to two entities controlled by Mr. Drakelid. Rock Solutions purchased certain domain rights for $330,905 and TNO Venture Management acquired the balance of the portfolio for $269,547. All amounts due under the agreements were paid in full at June 30, 2011. The proceeds were offset by the basis of $378,904 resulting in a gain of $$221,548.

9. Results of Operations and Management's Plans

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 adequate to meet its ongoing operation requirements. To offset these factors, the Company has embarked on an aggressive capital campaign and has been in development for determining it's most effective method of exploiting recently acquired film rights and re-establishing its contacts in the foreign and broadcast and DVD markets. Since July 2001, new management as embarked on a program to reverse the unfavorable results, by significantly reducing overhead and taking steps to rebuild revenues. The Company's operations have been greatly reduced as a result of the restructuring of the Company by new management. The Company's principal office is located in Plano, Texas, and as of June 30, 2012, the Company had five full-time employees, consisting of Mr. Foster, the CEO and President, a chief operating officer, a project manager, an administrative secretary, and an office assistant. On occasion, the Company also hires professionals in sales on a contract and commission basis. These professionals are located in our major market areas of Los Angeles and Europe. Additional staff is planned in the administrative and sales areas, the latter of whom may be commission or contract basis.

Patrick Rodgers, CPA, PA

309 E. Citrus Street

Altamonte Springs, FL 32701

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders Odyssey Pictures Corporation Plano, TX

I have audited the acCompanying balance sheets of Odyssey Pictures Corporation as of June 30 2012 and the related statements of operations, stockholders' deficiency and cash flows for the year then ended. The financial statements are the responsibility of the directors. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Odyssey Pictures Corp. as of June 30, 2012 and the results of its operations, its cash flows and changes in stockholders' deficiency for the year then ended in conformity with accounting principles generally accepted in the United States.

The acCompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in financial statement notes, the Company has a $2.3 million working capital deficiency. The Company may not have adequate readily available resources to fund operations through June 30, 2013. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in the Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

/s/Patrick Rodgers, CPA, PA

Patrick Rodgers, CPA, PA

Altamonte Springs, Florida

October 15, 2012

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders Odyssey Pictures Corporation Plano, TX

I have audited the acCompanying balance sheets of Odyssey Pictures Corporation as of June 30 2011 and the related statements of operations, stockholders' deficiency and cash flows for the year then ended. The financial statements are the responsibility of the directors. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Odyssey Pictures Corp. as of June 30, 2011 and the results of its operations, its cash flows and changes in stockholders' deficiency for the year then ended in conformity with accounting principles generally accepted in the United States.

The acCompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in financial statement notes, the Company has a $1.9 million working capital deficiency. The Company may not have adequate readily available resources to fund operations through June 30, 2012. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in the Notes. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

October 15 2011

/s/Michael F. Cronin

Michael F. Cronin

Certified Public Accountant

NY, FL

Orlando, FL

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ODYSSEY PICTURES CORPORATION

Date: October 15, 2012	Odyssey Pictures Corporation
	By	/s/ John W. Foster
		Name: John W. FosterTitle: President

Notes to Financial Statements

~~Pursuant to the requirements of the Securities~~June ~~Exchange Act of 1934~~30, ~~the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.~~2013

Date: October 15, 2012	Odyssey Pictures Corporation
	By	/s/ John W. Foster
		Name: John W. FosterTitle: CEO Chairman and President

Note 8 – Stock Options and Warrants (continued)

22The following table summarizes the status of the Company’s aggregate warrants as of June 30, 2013:

	Warrants Outstanding						Warrants Exercisable
Range of exercise prices	Shares		weighted average exercise price		Weighted average remaining life in months		Shares		weighted average exercise price
$ 0.01- $ 0.50		10,000,000	$	0.11		38.0		10,000,000	$	0.11
$ 0.51-$ 1.00		2,000,000	$	1.50		36.0		1,000,000	$	1.00
Total Shares		12,000,000						11,000,000

Note 9 – Assumption of FilmZone, LLC and Discontinued Operations

In the year ending June 30, 2011, due to the managing member entering into a cancellation of its membership interest, the company became the sole member and recipient of the remaining proceeds to collect from prior transactions not under its control earlier. Upon final collections, and by the end of June 30, 2011, FilmZone discontinued its operations and consolidated in the company financial statements. The company may still use the brand name for future licensing of film and TV rights. FilmZone, through the contribution of the former member, entered into an arrangement to pay its related portion in a note amounting to $876,226 of which adjustments to revenue resulted in the amount of $828,786. The assumed revenues and contracts resulted in a contributed gain of $221,548 as of June 30, 2011.

Pursuant to the above, due to the nature of the asset, the only way to determine a valuation was the amount of the receivable assumed and the company had no actual involvement in the transaction and does not have a required disclosure as to a fair market value determination.

Note 10 – Related Party Transactions not Disclosed Elsewhere

Prepaid Expenses: Amounts carried as prepaid expenses are advances paid to Texas Media Management, a company owned by John Foster, our current president. At June 30, 2013 advance payments were made for July travel totaling $1,813. Texas Media Management also acts on behalf of the company as paying agent. Amounts transferred to Texas Media Management in 2013 and 2012 in such capacity amounted to $230,070 and $445,500 respectively. These amounts also included 100% of Mr. Foster’s salary, allowances, reimbursements, market expenses advanced, required advances per agreement, and related obligatory commitments for which Mr. Foster may have been a guarantor.

Sales: Our “Branding & Services” agreements with Unilistings UK resulted in $718,788 in revenue in 2012. Unilistings is a company owned or controlled by a director of the company. The director controls approximately 8.864 million shares of our stock or about 8.5% as of June 30, 2013. Through FilmZone we generated $708,000 in revenue in 2011. The revenue was generated through three agreements with entities controlled by Stefan Drakelid, a member of the Board of Odyssey and beneficial owner of approximately 8% of our common stock.

F-17

ODYSSEY PICTURES CORPORATION

Notes to Financial Statements

June 30, 2013

Note 10 – Related Party Transactions not Disclosed Elsewhere (continued)

Due Related Parties: Amounts due related parties consist of corporate loans and advances paid or incurred in previous years due to JL Media, a Company owned or controlled by John Foster. The total of such items due was $389,463 at June 30, 2012. During 2013 we were billed $56,636 for current services ($75,783 in 2012) and paid amounts due of $281,000 resulting in a balance of $164,448 at June 30, 2013, which is included on the balance sheet under other accrued expenses.

During 2011, Odyssey received distributions from FilmZone in excess of its allocable share of distributable net income. In June, 2011 the Company reached an agreement to repay the distributions and discontinue the FilmZone business. The amount due under this agreement is $876,226 with a current balance after adjustments in the amount of $828,876 as noted on the Company’s balance sheet under “related parties” and is due June 30, 2014.

Discontinued Operations: In 2011, FilmZone sold its sole asset, a portfolio of domain rights, to two entities controlled by Mr. Drakelid. Rock Solutions purchased certain domain rights for $330,905 and TNO Venture Management acquired the balance of the portfolio for $269,547. All amounts due under the agreements were paid in full at June 30, 2011. The proceeds were offset by the basis of $378,904 resulting in a gain of $221,548.

Note 11 – Results of Operations and Management’s Plans:

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 adequate to meet its ongoing operation requirements. To offset these factors, the company has embarked on an aggressive capital campaign and has been in development for determining it’s most effective method of exploiting recently acquired film rights and re-establishing its contacts in the foreign and broadcast and DVD markets. Since July 2001, new management as embarked on a program to reverse the unfavorable results, by significantly reducing overhead and taking steps to rebuild revenues. The Company’s operations have been greatly reduced as a result of the restructuring of the Company by new management. The Company’s principal office is located in Plano, Texas and as of June 30, 2013, the Company had Four full-time employees, consisting of Mr. Foster, the CEO and president, a chief operating officer, an administrative secretary, and an office assistant. The Company also hires on occasion, several professionals in sales on a contract and commission basis. These professionals are located in our major market areas of Los Angeles and Europe. Additional staff is planned in the administrative and sales areas, the latter of whom may be commission or contract basis.

Note 12 – Subsequent Events:

During the period beginning July 2013, our COO changed his location and work status due to personal reasons as well as declining business in the company. On October 15, 2013, he resigned from the board and his position as COO citing unpaid wages pursuant to an employment contract. The company offered alternatives, including payment of his health benefits throughout the end of term (to which it complied to December 31, 2013), but no additional resolution was established regarding his anticipated compensation in his absence.

On January 22, 2014, a lawsuit was filed for Fair Labor Standards Act citing, among other things, wages due under the employment contract. The lawsuit was filed against Odyssey and John W. Foster.

On March 25, 2014, both Odyssey and Foster filed a counterclaim against the former COO citing, among other things, breach of contract, failure to perform and tortious interference with Odyssey product and assets. The matters are in process of discovery.

F-18

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 08, 2014

	Odyssey Pictures Corporation

	By:	/s/ John W. Foster
		John W. Foster
		President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ John W. Foster

CEO, Chairman and President

Chief Financial Officer

Chief Accounting Officer

September 08, 2014

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