SECURITIESAND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K



xAnnual Report under Section 13 or 15(d) of the Securities

Exchange Act of 1934



For the fiscal year ended June 30, 2011



or



oTransitional Report under Section 13 or 15(d) of the

Securities Exchange Act of 1934



|0-18954               
|----------------------
|Commission file number



|ODYSSEY PICTURES CORPORATION                                     
|-----------------------------------------------------------------
|(Exact name of small business issuer as specified in its charter)



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



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



|(972) 867-0055             
|---------------------------
|(Issuer's telephone number)



Securities registered under Section12(b) of the Exchange
Act: NONE



Securities registered under Section 12(g) of the
Exchange Act:



|Common Stock: $.01 Par Value
|----------------------------
|(Title of Class)            



Indicate
by check mark whether the registrant if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act YesoNox



Indicate
by check mark whether the registrant if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Act YesxNoo



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNoo



Indicate
by check mark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will 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.o



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



|Large Accelerated Filero | Accelerated Filero | Non-accelerated Filero | Smaller Reporting Companyx
|------------------------ | ------------------ | ---------------------- | --------------------------



Indicate
by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox



The aggregate market value of the voting stock held
by non-affiliates of the Registrant as of June 30, 2011 was approximately $4,092,547 (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. Such exclusion should not be deemed a determination by Registrant that all such individuals
are, in fact, affiliates of the Registrant.



As of June 30, 2011 there were outstanding 71,850,888
shares of Odyssey Pictures Corporation's common stock, par value $.01 per share (the "Common Stock").







ODYSSEY PICTURES CORPORATION



Form 10-K



Report for the Fiscal Year



Ended June 30, 2011



|PART I                                                                                                               | 
|-------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                     | 
|Item 1. Business                                                                                                     | 
|Item 2. Properties                                                                                                   | 
|Item 3. Legal Proceedings                                                                                            | 
|Item 4. (Removed and Reserved)                                                                                       | 
|                                                                                                                     | 
|PART II                                                                                                              | 
|                                                                                                                     | 
|Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 
|                                                                                                                     | 
|Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations                        | 
|Item 8. Financial Statements and Supplementary Data                                                                  | 
|Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 
|Item 9A(T). 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                                                                                                    | 
|                                                                                                                     | 
|Signature                                                                                                            | 











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 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 initiate development of its own proprietary platform,
now the beginning stages, at the same time that it is providing these 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. 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.



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 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 to be able to create a reliable
system for the end user that matches the impact from which many high profile 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 content accessible to expanding markets such as digital theaters, pay per view, 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.



Odyssey has also become involved with development and delivery of intellectual
property products. 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 broadcast solutions
and satellite access. 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.



Overall, the company should find itself able to not
only support additional product and media within its own structure, but also engage other affiliates and related companies into
cross-marketing and promotion for expanded media projects on several levels, including 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
(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 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 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 outlook are not favorable for the Company to have ready-access to capital in order to offset
such market interference from competitors. New digital markets and ever-changing technologies require the Company to compete, bid
and successfully market for licensing rights and maintain a strong and consistent level of sub-distributor and client relationships
in its on-going efforts and enter into potentially volatile 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 of there structuring of the Company by management. The Company's principal office is located in Plano, Texas (see "Properties")
and, as of June 30, 2011, the Company had three full-time employees, consisting of Mr. John Foster, the CEO and President of the
Company, along with an administrative assistant 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 30, 2011, is as follows:



| | June 30, 2010 |  | $ | 30,923 |  | 
| | ------------- |  | - | ------ |  | 
| | June 30, 2011 |  | $ | 30,923 |  | 







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, 2011.



On March 22, 2005 a judgment was entered against the
Company in favor of Distinct Web Creations, Inc. and Denise K. Houston in the amount of $32,000 plus prejudgment interest in the
amount of $6,291.50, plus attorneys fees in the Circuit Court in Volusia County, Florida. The Company entered into an agreement
with Distinct Web concerning the settlement of this judgment after the end of the previous fiscal year. This settlement was paid
during the fiscal year. On April 25, 2006, a judgment was entered in favor of the Carlton Fields law firm in the amount of $21,848.12
in the Circuit Court in and for Hillsborough County, Florida for legal services in representing the Company in the Distinct Web
Creations, Inc. matter.



On June 30, 2006 the Company entered into a settlement
agreement with ThorFilms, LLC. as to claims of each whereby the Company agreed to make payment of $100,000 to ThorFilms, LLC prior
to December 30, 2006. As of the date of this filing the Company has not made payment under this settlement agreement.



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





ITEM 4.	(REMOVED AND RESERVED)







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 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 |   |     
| | -------------- |  | ---- | ---- |  | --- | - | ----
| | First Quarter  |  | $    | .08  |  |     | $ | .017
| | Second Quarter |  |      | .08  |  |     |   | .035
| | Third Quarter  |  |      | .12  |  |     |   | .061
| | Fourth Quarter |  |      | .114 |  |     |   | .068



| | Fiscal 2010    |  | High |     |  | Low |   |     
| | -------------- |  | ---- | --- |  | --- | - | ----
| | First Quarter  |  | $    | .13 |  |     | $ | .05 
| | Second Quarter |  |      | .10 |  |     |   | .031
| | Third Quarter  |  |      | .07 |  |     |   | .031
| | Fourth Quarter |  |      | .09 |  |     |   | .055



As of June 30, 2011, there were approximately 4,243 record holders of the
Company's Common Stock.



On April 20, 2010, the Company completed settlement
of existing debt consisting of notes for cash, prepaid subscriptions for cash, services and other consideration totaling $169,869.52
in exchange for 2,165,500 shares of the Company’s common stock.



During the year ended June 30, 2010 we issued 3,069,875
shares of our common stock. 2,165,000 shares were issued as consideration in the settlement of existing obligations. The shares
were value at $140,758 or about $0.065 per share and reflect the market value at the grant date. We also issued 670,000 shares
to Redcliffe in settlement of $134,000 owed. The amount due Redcliffe exceeded the fair value of the stock by $94,000. Redcliffe
was considered a related party at the date of settlement and the excess over fair value was, accordingly, considered a capital
transaction. We also issued 234,375 shares in full payment of a note. The shares so issued were valued at the quoted market price
at the date of grant.

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.
Odyssey remains obligated to issue an additional 3.3 million shares to Mr. Foster and has accrued the $250,000 fair value of these
additional shares as a current liability.

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.









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



The following discussion and analysis is intended
as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion
should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical
information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these
forward-looking statements as a result of certain factors discussed in this Form 10-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, 2010
and 2011



Sales for the year ended June 30, 2011 were $1,604,500
compared to $1,204,200 for the year ended June 30, 2010 resulting in Income Before other Income and Taxes of ($99,800) for the
period ended June 30, 2011 down from $69,800 the prior year.



Amortizable capitalized film inventory costs
related to revenues on licensees and the receipt of payments on residuals have been fully amortized or impaired in prior periods.
We expense all current costs as incurred. Selling, general and administrative expenses increased to $1,114,600 for the year period
ended June 30, 2011 from $575,400 for the prior year. The increase was primarily attributable to fair market value charges for
securities issued pursuant to Mr. Foster’s Contract.



Interest expense decreased to $63,400 for the year
ended June 30, 2011 from $74,500 for the prior year. We recognized the full discount as interest expense in the current period.



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



|                                                    | 2011     | 2010   
|--------------------------------------------------- | -------- | -------
|Excess carrying value of settled obligations        | $(8,081) | $52,705
|Related accrued interest                            | 192,000  | 6,663  
|Obligations deemed barred by statute of limitations | 244,498  | 0      
|Write down of excess accrued interest               | 287,398  | 0      
|                                                    | $715,815 | $59,368





Earnings for the year ended June 30, 2011 were $552,600
up from $51,700 for the year ended June 30, 2010. The Earnings for the year ended June 30, 2011 included an entry for Excess Carrying
Value of Renegotiated Payables of $715,815 compared to $59,300 for the prior year. This resulted in Earnings per Share of Nil for
the year ended June 30, 2011, compared to Nil for the year ended June 30, 2010.



As of June 30, 2011, the Company had no agreements
with sub-distributors relating to distribution commitments or guarantees that had not been recognized in the statement of operations.



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

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

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

Liquidity
and Capital Resources



During the year ended
June 30, 2011 we issued 4,700,000 shares of our common stock. 3,000,000 shares were issued as consideration in the settlement
of existing obligations. The shares were valued at $325,000 or about $0.069 per share and reflect the market value at the grant
date.



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.
Odyssey remains obligated to issue an additional 3.3 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, 2011we owe $209,502 to approximately 16 unsecured
note holders. The notes vary in amounts and interest rates and range from $3,000 to $72,000. Interest rates average about 8%..
We are within terms on two notes aggregating $112,000 and remain in default on notes aggregating $97,502.

In June, 2011 we acquired the remaining 50% interest 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 | 
|                                           |  |  |  |  |  | 6/30/2010  |  | 6/30/2011  | 
|                                           |  |  |  |  |  |            |  |            | 
|Net Cash Generated by Operating Activities |  |  |  |  |  | $223,100   |  | ($366,300) | 
|Net Cash Used by financing Activities      |  |  |  |  |  | ($202,900) |  | $6,700     | 
|Cash Ending                                |  |  |  |  |  | $19,900    |  | $6,500     | 











The Company had Net Cash Generated from Operating Activities
of ($366,300) after operating expenses for the year ended June 30, 2011 down from $223,100 for the prior year. The Company had
$6,500.00 in cash as of June 30, 2011.



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



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





Commitments and Capital Expenditures



The Company had no material commitments for capital
expenditures as of June 30, 2011.



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



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



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



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





Off-Balance Sheet Arrangements



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





ITEM 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 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.



None



ITEM 9A(T).	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
Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining disclosure controls and
procedures for our company.



Our management has evaluated the
effectiveness of our disclosure controls and procedures as of June 30, 2011 (under the supervision and with the participation of
the Chief Executive Officer and the Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated under the Exchange Act.
As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting.
Based on this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have concluded that our Company's
disclosure controls and procedures were not effective as of June 30, 2010 due to the lack of sufficient personnel to assure segregation
of duties and lack of a GAAP accounting professional on staff. Management with the assistance of its Securities Counsel will closely
monitor all future filings to ensure completeness of all company filings.



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



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



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



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



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 Executive Officer, evaluated the effectiveness of the Company's internal control over financial reporting as of June
30, 2011. 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 Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were
not effective as of June 30, 2011 due to the following:



·Company's disclosure controls and procedures were not
effective as of June 30, 2011 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 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 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 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 or detect all error and all
fraud. A control system, no matter how well designed and operated, can provide only reasonable, 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.









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                                          | 
| | --------------- |  | --- |  | ------------------------------------------------- | 
| | John W. Foster  |  | 58  |  | Director, Chairman of the Board and CEO/President | 
| | Dan Persson     |  | 72  |  | Director                                          | 
| | Stefan Drakelid |  | 58  |  | Director, Vice Chairman of the Board              | 
| | Frank Saran     |  | 55  |  | Director                                          | 



Set 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 in specific industries including the entertainment
and communications industry. He has extensive background in information 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. Mr. Foster served as interim President of the Company from January 2000 through June 2000, and was formally working
in the position of President from that time. His contract was extended and he is currently serving as Chairman, President and CEO
of the Company during the reported period.



Mr. Dan Persson holds an MBA in Economics from the
Gothenburg School of Economics and has practiced as a Certified Public Accountant.



Mr. Stefan Drakelid holds an LL.M. degree from the
University of Lund, Sweden. He has specialized in economics, taxation law and 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. 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.



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, 2011, the Company's officers, directors and greater than10% stockholders did not comply with filing requirements under
section16(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, 2010. 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            | 
|------------------------------------- | 
|                                      | 
|Name and
        Principal Position   | 
|John W. Foster,
        President/CEO | 
|                                      | 
|                                      | 



*Mr. Foster has previously waived a portion of his salary. As of June 30,
2011 Mr. Foster currently owed $656,751.



Options/Stock Appreciation Rights:



There were no stock options and stock
appreciation rights ("SARs") granted to executive officers during the fiscal year ended June 30, 2010.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.





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 2011.



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 of Directors' meetings. There have been no distributions of Stock to the Board
Members as of the end of June 30, 2011 and for the same period ending June 30, 2011.



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



As of July of 2001, Mr. Foster served as President
and was voted as Chairman and CEO by the Board of 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, 2011 Mr. Foster currently owed $656,751.

On January 7, 2011, Odyssey
Pictures Corporation Board of Directors approved an employment agreement between the Company and John W. Foster as President and
Chief Executive 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 of 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.











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 30, 2010, by each person known by the Company to be the beneficial owner of more than 5%
of the common stock, each director and executive officer, and by all directors and executive officers of the Company as a group.







|Name of beneficial owner                          |  |  |  | Status                      |  |  | Shares Beneficially Owned |  |  | Percentage of Class | 
|------------------------------------------------- |  |  |  | --------------------------- |  |  | ------------------------- |  |  | ------------------- | 
|                                                  |  |  |  |                             |  |  |                           |  |  |                     | 
|John W. Foster                                    |  |  |  | Director, President and CEO |  |  | 1,702,000                 |  |  | 2.36%               | 
|Stefan Drakelid                                   |  |  |  | Director                    |  |  | 8,864,350                 |  |  | 12.35%              | 
|Frank Saran                                       |  |  |  | Director                    |  |  | 967,000                   |  |  | 1.39%               | 
|Dan Persson                                       |  |  |  | Director                    |  |  | 100,000                   |  |  | Less than 1%        | 
|                                                  |  |  |  |                             |  |  |                           |  |  |                     | 
|All Executive Officers & Directors And Affiliates |  |  |  |                             |  |  | 11,163,350                |  |  | 16.19%              | 









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                              |  | 
|Dan Persson     |  |  | Director                              |  | 









Prepaid Expenses:Amountscarried as
prepaid expenses are advances paid to Texas Media Management, a company owned by John Foster, our current president. At
June 30, 2010 advance payments were made for July travel and payroll totaling $40,124. Texas Media Management also acts on
behalf of the company as paying agent. Amounts transferred to Texas Media Management in 2011 and 2010 in such capacity
amounted to $337,506 and $317,000 respectively. These amounts also included  a portion of Mr. Foster’s salary,
allowances, reimbursements, required advances per agreement, and related obligatory commitments for with Mr. Foster may have
been a guarantor.

Sales: Our “Branding & Services” agreements
with Unilistings UK resulted in $823,000 in revenue in 2011 ($1.2 million in 2010). Unilistings is a company owned or controlled
by a former director of the company. The former director controls approximately 5.8 million shares of our stock or about 8.5% as
of June 30, 2010. 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, 2010. During 2011 we were billed $26,288 for current services and paid amounts
due of $200,460 resulting in a balance of $215,291 at June 30, 2011.

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 and id due June 30, 2013.

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.





ITEM 14.	PRINCIPAL ACCOUNTANT FEEES AND SERVICES



(1) Audit Fees: The Company’s principal accountant
has billed for Audit services $9,500 for the Year ended 2011 and $9,500 for the Year ended 2010.



(2) Audit Related Fees:	None



(3) Tax Fees:	None



(4) All Other Fees:	None



PART IV



ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES



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)

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

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

4.3 Form of Common Stock Certificate (1)

4.4 Form of options granted of officers, directors
and 5%stockholders (2)

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

4.6 Form of 12% Unsecured Promissory Note issued to
purchasers parties to the 1995 Private Placement completed September 30,1995 )5)

4.7 Form of Stock Option Agreement by and between the
Company and officers and directors of the Company, for stock options issued in April1995 (5)

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 during the fiscal year ended
June 30, 1996 (8)

4.9 Common Stock Purchase Warrant, dated March 6, 1996,
between the Company and G & H Media, Ltd. (assignee of Stephen R. Greenwald) (7)

4.10 Common Stock Purchase Warrant, dated March 6,
1996, between the Company and Lawrence I. Schneider (7)

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

4.12 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, 1997 (9)

4.13 Preferred Stock Certificate, Series A, issued
to Kinnevik Media Properties, Ltd. in September, 1997 (10)4.14 Convertible Note issued to Augustine Fund L.P. in July, 1998 (12)

4.15 Preferred Stock Certificate, Series B, issued
to Kimon, Inc. in September, 1998 (10)

10.01 1989 Long Term Incentive Plan (1)

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

10.03 Settlement Agreement and Release between Paramount
Pictures Corporation and Odyssey Distributors, Ltd. (a wholly owned subsidiary of the Company),and Guarantee agreement of the Company,
each dated as of September 26, 1996 (9)

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)

10.05 Employment Agreement with Johan Schotte, dated
March 2, 1998 (10)

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

10.32 Asset Purchase Agreement between the Company
and Kimon Mediaright KB, a Swedish limited partnership, dated July 14, 1998(10)

10.33 Employment Agreement with Pierre Koshakji, dated
March 2, 1998 (11)

10.34 Employment Agreement with Ian Jessel, dated December,
1998 (13)

10.35 Settlement Agreement with Stephen Greenwald,
dated September, 1999 (13)

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 Sheet                                                        |              
|                                                                                  |              
|Assets                                                                            | June 30, 2011
|                                                                                  |              
|                                                                                  |              
|Current Assets                                                                    |              
|Cash & cash equivalent's                                                          | $6,500       
|Accounts receivable                                                               | 12,100       
|Prepaid expenses                                                                  | 57,100       
|Total current assets                                                              | 75,700       
|                                                                                  |              
|Property & equipment (net)                                                        | 1,200        
|Production advances                                                               | 274,300      
|Other                                                                             | 2,600        
|                                                                                  |              
|Total assets                                                                      | $353,800     
|                                                                                  |              
|Liabilities and Stockholders' Deficiency                                          |              
|                                                                                  |              
|Current Liabilities:                                                              |              
|Accounts payable                                                                  | $52,800      
|Accounts payable-related parties                                                  | 104,500      
|Accrued interest                                                                  | 377,900      
|Other accrued expenses                                                            | 672,100      
|Legal settlements & judgments                                                     | 155,000      
|Current debt obligations due within one year                                      | 112,000      
|Debt obligations in default                                                       | 97,900       
|Liability to issue common stock                                                   | 250,000      
|Deferred income                                                                   | 225,200      
|Total current liabilities                                                         | 2,047,400    
|                                                                                  |              
|Related parties                                                                   | 987,000      
|Reserve for loss contingencies                                                    | 110,000      
|                                                                                  |              
|Stockholders' Deficiency:                                                         |              
|common stock-110,000,000 authorized $0.01 par value                               |              
|72,850,888 issued & outstanding (68,150,888 in 2010)                              | 728,500      
|Additional paid in capital                                                        | 39,509,300   
|Unamortized deferred compensation                                                 | (181,600)    
|Accumulated deficit                                                               | (42,846,800) 
|Total Stockholders' Deficiency                                                    | (2,790,600)  
|                                                                                  |              
|Total Liabilities and Stockholders' Deficiency                                    | $353,800     
|See Summary of Significant Accounting Policies and Notes to Financial Statements. |              









|Odyssey Pictures Corporation                                                      |                    
|--------------------------------------------------------------------------------- | -------------------
|Consolidated Statement of Operations                                              |                    
|                                                                                  |                    
|                                                                                  |                    
|                                                                                  | Year Ended June 30,
|                                                                                  | 2011               
|                                                                                  |                    
|Net Sales of services                                                             | $1,604,500         
|Costs Applicable to Sales & Revenue                                               | 586,700            
|                                                                                  |                    
|Gross Profit                                                                      | 1,017,800          
|                                                                                  |                    
|Selling, General & Administrative Expenses                                        | 1,114,600          
|Settlements, net                                                                  | 3,000              
|Total Operating Expenses                                                          | 1,117,600          
|Income (Loss) Before Other Income & Income Taxes                                  | (99,800)           
|                                                                                  |                    
|Other Income (Expense)                                                            |                    
|Excess carrying value of renegotiated payables                                    | 715,800            
|Interest (Expense)                                                                | (63,400)           
|Income (Loss) from continuing operation before income taxes                       | 552,600            
|Income Taxes                                                                      | 0                  
|Earnings (Loss) from continuing operations                                        | 552,600            
|                                                                                  |                    
|Discontinued operations:                                                          |                    
|Gain on disposal of assets used in discontinued operations                        | 221,500            
|                                                                                  |                    
|Less income attributable to non-controlling interest                              | 713,700            
|Net Income (Loss) to Odyssey                                                      | $60,400            
|                                                                                  |                    
|Basic and Diluted Net Income Per Common Share                                     | Nil                
|Weighted Average Common Shares Outstanding (Basic)                                | 69,554,450         
|See Summary of Significant Accounting Policies and Notes to Financial Statements. |                    









|Odyssey Pictures Corporation                                                      |                    
|--------------------------------------------------------------------------------- | -------------------
|Consolidated Statement of Cash Flows                                              |                    
|                                                                                  |                    
|                                                                                  | Year Ended June 30,
|                                                                                  | 2011               
|                                                                                  |                    
|Cash Flows from Operating Activities:                                             |                    
|Net Income                                                                        | $60,400            
|Earnings from discontinued operations, net                                        | (221,500)          
|Net earnings (loss) from continuing operations                                    | (161,100)          
|Adjustments required to reconcile net loss to cash flows                          |                    
|from operating activities:                                                        |                    
|Minority interest in net earnings                                                 | 713,700            
|Excess carrying value of renegotiated payables                                    | (715,800)          
|Amortization of deferred compensation                                             | 66,900             
|Depreciation & impairment                                                         | 30,900             
|Expenses paid by the issuance of common stock                                     | 375,000            
|Changes in Operating Assets & Liabilities:                                        |                    
|Accounts Receivable                                                               | (7,400)            
|Prepaid expenses                                                                  | (41,800)           
|(Decrease) in deferred income                                                     | (429,800)          
|Decrease in payables to affiliates                                                | (174,300)          
|Accounts Payable & Other                                                          | (22,500)           
|Net cash generated by operating activities                                        | (366,300)          
|                                                                                  |                    
|Cash Flows from Investing Activities:                                             |                    
|Investment in production inventory and equipment                                  | (254,300)          
|Proceeds from sale of assets                                                      | 600,500            
|Net cash used by investing activities                                             | 346,200            
|                                                                                  |                    
|Cash Flows from Financing Activities:                                             |                    
|Loan proceeds                                                                     | 71,700             
|Payments made on long term debt                                                   | (35,000)           
|Payments made on settlements & judgments                                          | (30,000)           
|Net cash used by financing activities                                             | 6,700              
|                                                                                  |                    
|Net Change In Cash                                                                | (13,400)           
|Cash-Beginning                                                                    | 19,900             
|Cash-Ending                                                                       | $6,500             
|See Summary of Significant Accounting Policies and Notes to Financial Statements. |                    









|Odyssey Pictures Corporation                                                      |                          |                     |                           
|--------------------------------------------------------------------------------- | ------------------------ | ------------------- | --------------------------
|Consolidated Statement of Stockholders' Deficiency                                |                          |                     |                           
|                                                                                  |                          |                     |                           
|                                                                                  | Stockholders' Deficiency |                    
|                                                                                  | Common Stock             |                     |                           
|                                                                                  | Shares                   | Common Stock Amount | Additional Paid-In Capital
|Balance at June 30, 2009                                                          | 65,081,013               | $650,800            | $38,482,100               
|Fair value of stock issued under settlement agreements                            | 2,165,500                | 21,700              | 119,100                   
|Stock issued upon conversion of debt                                              | 904,375                  | 9,000               | 143,700                   
|Net Income                                                                        |                          |                     |                           
|Balance at June 30, 2010                                                          | 68,150,888               | $681,500            | $38,744,900               
|Stock issued upon conversion of debt                                              | 3,000,000                | 30,000              | 170,000                   
|Equity of consolidated subsidiary                                                 |                          |                     | 237,900                   
|Fair value of options issued                                                      |                          |                     | 248,500                   
|Fair value of stock issued under employment agreements                            | 1,700,000                | 17,000              | 108,000                   
|Net Income                                                                        |                          |                     |                           
|Balance at June 30, 2011                                                          | 72,850,888               | $728,500            | $39,509,300               
|See Summary of Significant Accounting Policies and Notes to Financial Statements. |                          |                     |                           







ODYSSEY PICTURES CORPORATION

BACKGROUND ANDSignificant Accounting PoliciesJune 30, 2011

The Company

Organizational Background: Odyssey  Pictures  Corporation 
("Odyssey" or the "Company"),  formerly known as Communications and Entertainment Corp., was formed in
December 1989 as a holding company.  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 became sole member and manager in and of FilmZone,
a previously inactive LLC. FilmZone owned a domain rights portfolio that was sold to entities owned or controlled by one of our
directors in 2011.



Significant Accounting Policies

Principles of Consolidation:
The accompanying consolidated financial statements are presented on the accrual basis of accounting
in accordance with U.S. generally accepted accounting principles. The accompanying consolidated financial statements of Odyssey
Pictures include the accounts of Odyssey Pictures and its majority-owned joint venture. Significant 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.

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.

Use of EstimatesThe 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.

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.

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 between willing parties. At June 30, 2011 and 2010, 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



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.

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 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 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.



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.

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.



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.



Recent Accounting Pronouncements

On February 25, 2010, the FASB issued ASU
2010-09 Subsequent Events Topic 855, “Amendments to Certain Recognition and Disclosure Requirements,” effective immediately.
The amendments in the ASU remove the requirement for an SEC filer to disclose a date through which subsequent events have been
evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as
a result of either correction of an error or retrospective application of US GAAP. The FASB believes these amendments remove potential
conflicts with the SEC’s literature. The adoption of this ASU did not have a material impact on the Company’s consolidated
financial statements.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement
(Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The guidance
in ASU 2011-04 changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information
about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure
requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair
value measurements. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods
beginning after December 15, 2011. Early adoption by public entities is not permitted. The adoption of this guidance is not expected
to have a material impact on the Company’s financial position or results of operations.



In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income
(Topic 220): Presentation of Comprehensive Income. The guidance in ASU 2011-05 applies to both annual and interim financial statements
and eliminates the option for reporting entities to present the components of other comprehensive income as part of the statement
of changes in stockholders' equity. This ASU also requires consecutive presentation of the statement of net income and other comprehensive
income. Finally, this ASU requires an entity to present reclassification adjustments on the face of the financial statements from
other comprehensive income to net income. The amendments in this ASU should be applied retrospectively and are effective for fiscal
year, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this
guidance is not expected to have a material impact on the Company’s financial position or results of operations.



In September 2011, the FASB issued ASU No. 2011-08, 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.









ODYSSEY PICTURES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2011



1.Revenues & Economic Dependency:

We earn revenue 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
agreements. The Revenues recognized under these agreements were $1,531,000 through June 30, 2011 and $1,200,000 in 2010 and represented
95%-99% of all revenue.

2. Notes and Loans Payable:

As of June 30, 2011we owe $209,502
to approximately 16 unsecured note holders. The notes vary in amounts and interest rates and range from $3,000 to $72,000. Interest
rates average about 8%.. We are within terms on two notes aggregating $112,000 and remain in default on notes aggregating $97,902.

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

3. Income Taxes:

We have adoptedASC 740, Accounting
for Income Taxeswhich 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 $ 39,470,000. 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.

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.

The Company is not under examination by any jurisdiction for any
tax year. At June 30, 2010and 2009, the Company had no material unrecognized tax benefits and no adjustments to liabilities
or operations were required under FIN 48.



4. Commitments:

LeasesThe Company leases its office space. Rent expense was $30,923 each for the years ended June 30, 2011 and 2010 respectively.
Rent expense is recognized on a straight-line basis over the lease term. Future minimum lease payments are as follows:

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

Employment Agreements

As of July of  2001  Mr.  Foster served as President  and
was  voted as  Chairman  and CEO by the  Board of  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 through to June 30,  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 expenses 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 $656,751 under these agreements. In 2010
a new agreement was reached with Mr. Foster in which his base salary was established at $250K per year. The new agreement continues
in effect until January 1, 2014.

Settlements & Judgments

Material Items are as follows:

We remain liable for $155,000 on 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 2011 we wrote off certain accounts
payable in which no attempts at collection had been made or which we had determined were barred from collection by the Texas and
New York statute of limitations. We also negotiated revised amounts and terms on a trade payable and two judgments. In 2011 we
re-estimated the aggregate accrued interest on our remaining obligations. The recalculation resulted in a one-time revision of
accrued interest of $287,398. A summary of the amounts recognized as income from the discharge of debt is as follows:

|                                                    | 2011     | 2010   
|--------------------------------------------------- | -------- | -------
|Excess carrying value of settled obligations        | $(8,081) | $52,705
|Related accrued interest                            | 192,000  | 6,663  
|Obligations deemed barred by statute of limitations | 244,498  | 0      
|Write down of excess accrued interest               | 287,398  | 0      
|                                                    | $715,815 | $59,368





5. 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 the year ended June 30, 2010 we issued 3,069,875 shares of our
common stock. 2,165,000 shares were issued as consideration in the settlement of existing obligations. The shares were value at
$140,758 or about $0.065 per share and reflect the market value at the grant date. We also issued 670,000 shares to Redcliffe in
settlement of $134,000 owed. The amount due Redcliffe exceeded the fair value of the stock by $94,000. Redcliffe was considered
a related party at the date of settlement and the excess over fair value was, accordingly, considered a capital transaction. We
also issued 234,375 shares in full payment of a note. The shares so issued were valued at the quoted market price at the date of
grant.



Summary of Option Activity

Under the 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, 2011-2010 were a volatility of 213% and 164% , common stock value
of $0.078 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 Volatility | Expected Life
|---- | ------------- | -------------- | ------------------- | -------------
|2011 | 4.4%          | 0.0%           | 213.0%              | 36-48 mos.   
|2010 | 4.4%          | 0.0%           | 164.0%              | 36-48 mos.   

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
|-------------------------------------------------------------------------------------------------- | ----------- | ----- | ---------------------------------------------
|                                                                                                   |             |       |                                              
|                                                                                                   |             |       |                                              
|                                                                                                   |             |       | Shares                                       
|Options outstanding at June 30, 2009                                                               | 3,070,480   | $0.32 |                                              
|Granted                                                                                            | 0           | $0.00 |                                              
|Exercised                                                                                          | 0           | $0.00 |                                              
|Lapsed                                                                                             | (2,670,480) | $0.10 |                                              
|Options outstanding at June 30, 2010                                                               | 400,000     | $0.10 | 1.8                                          
|Granted                                                                                            |             |       | 4,000,000                                    
|Exercised                                                                                          |             |       | 0                                            
|Lapsed                                                                                             |             |       | 0                                            
|Options outstanding at June 30, 2011                                                               | 4,400,000   | $0.86 | 3.7                                          
|Options exercisable at June 30, 2011                                                               | 1,400,000   | $0.21 | 2.0                                          
|* Amount by which the fair value of the stock at the balance sheet date exceeds the exercise price |             |       |                                              



|The following table summarizes the status of the Company's aggregate warrants as of June 30, 2011:
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Range of exercise prices                                                                          
|                                                                                                  
|$ 0.01-$ 0.50                                                                                     
|$ 0.51-$ 1.00                                                                                     
|Total Shares                                                                                      
|                                                                                                  



|7. | Acquisition of FilmZone, LLC and Discontinued Operations
|-- | --------------------------------------------------------

In 2011, the Company became sole member
and manager of 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. Gross proceeds from the sale
were $600,452. FilmZone has ceased this portion of its business but continues its licensing of film and TV rights.



8. Related Party Transactions not Disclosed Elsewhere:



Prepaid Expenses:Amountscarried as prepaid expenses
are advances paid to Texas Media Management, a company owned by John Foster, our current president. At June 30, 2011 advance
payments were made for July travel and marketsl totaling $47,370. Texas Media Management also acts on behalf of the company as
paying agent. Amounts transferred to Texas Media Management in 2011 and 2010 in such capacity amounted to $337,506 and $317,000
respectively. These amounts also included part of Mr. Foster’s salary, allowances, reimbursements, 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 $823,000 in revenue in 2011 ($1.2 million in 2010). Unilistings is a company owned or controlled
by a former director of the company. The former director controls approximately 5.8 million shares of our stock or about 8.5% as
of June 30, 2010. 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, 2010. During 2011 we were billed $26,288 for current services and paid amounts
due of $200,460 resulting in a balance of $215,291 at June 30, 2011.

During 2011, Odyssey received distributions from FilmZone in excess
of its allocable share of distributable net income. In June, 2011 FilmZone entered into an agreement to repay the distributions.
The amount due under that agreement is $876,226 and is due June 30, 2013.

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, UK 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,  2011,  the  Company  had three full-time  employees,  consisting  of Mr.  Foster, the 
CEO and President,  and 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.

10.
Subsequent Events:

Subsequent
events have been evaluated through October 10, 2011.

































REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Michael F. Cronin
Certified Public Accountant
Orlando, FL 32708

Board of Directors and Shareholders
Odyssey Pictures Corp.
Plano, TX

I have audited the accompanying balance sheets
of Odyssey Pictures Corp. as of June 30 2011 and 2010 and the related statements of operations, stockholders' deficiency and cash
flows for the years 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 audits.

I conducted my
audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audits 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 audits provide 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 2010 and the results of
its operations, its cash flows and changes in stockholders' deficiency for the years 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 13, 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.





ODYSSEYPICTURES CORPORATION



Dated: October 13, 2011



by: /s/ John W. Foster

John W. Foster,

President



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



by: /s/ John W. Foster

John W. Foster,

CEO, Chairman and President











EXHIBIT 31.1

ODYSSEY PICTURES CORPORATION
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, John Foster,  the Chief Executive Officer and Chief Financial Officer
of Odyssey Pictures Corporation, certify that:

1.   I have reviewed this Form 10-K of Odyssey Pictures Corporation;

2.   Based on my knowledge, this report does not contain any untrue
statement of a material  fact or omit to state a  material  fact  necessary  to make the statements made,
in light of the circumstances  under which such statements were made,  not  misleading  with  respect 
to the  period  covered by this report;

3.   Based on my  knowledge,  the  financial 
statements,  and  other  financial information  included  in  this  report,  fairly 
present  in all  material respects the financial  condition,  results of operations and cash flows of the small 
business  issuer as of, and for,  the periods  presented in this report;

4.   The  small  business  issuer's  other 
certifying   officer(s)  and  I  are responsible  for  establishing  and  maintaining 
disclosure  controls  and procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a)  Designed  such  disclosure  controls  and 
procedures,  or caused such disclosure   controls  and   procedures  to  be  designed  
under  our supervision, to ensure that material information relating to the small business  issuer,  including its 
consolidated  subsidiaries,  is made known to us by others within those entities,  particularly  during the
period in which this report is being prepared;

(b)  Designed such internal  control over  financial  reporting, 
or caused such internal  control over  financial  reporting to be designed under our  supervision,  
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;

(c)  Evaluated the effectiveness of the small business issuer's 
disclosure controls and procedures  and presented in this report our  conclusions about the effectiveness of the disclosure
controls and procedures,  as of the  end of the  period  covered  by  this  report  based 
on  such evaluation; and

(d)  Disclosed  in this  report any change in the small 
business  issuer's internal  control over financial  reporting  that occurred  during the small business
issuer's most recent fiscal quarter (the small business issuer's  fourth fiscal  quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial
reporting; and

5.   The  small  business  issuer's  other 
certifying  officer(s)  and  I  have disclosed,  based on our most recent  evaluation  of internal 
control over financial reporting,  to the small business issuer's auditors and the audit committee of the small  business 
issuer's  board of directors  (or persons performing the equivalent functions):

(a)  All significant  deficiencies and material weaknesses in the
design or operation  of internal  control  over  financial  reporting  which are reasonably 
likely to  adversely  affect the small  business  issuer's ability   to  record,  
process,   summarize   and  report   financial information; and

(b)  Any fraud, whether or not material,  that involves management
or other employees who have a significant  role in the small business  issuer's internal control over financial reporting.

Dated: October 13, 2011

/s/  John W. Foster
_____________________________________
John W. Foster
Chief Executive Officer and
Chief Financial Officer









EXHIBIT 32.1

ODYSSEY PICTURES CORPORATION
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with
the Quarterly  Report of Odyssey  Pictures  Corporation  (the Company) on Form 10-K  for the period 
endedJune 30, 2011 as filed with the Securities and Exchange  Commission on
the date hereof (the Report), I, John Foster,  Chief  Executive  Officer and Chief  Financial  Officer
of the Company, certify,  pursuant to 18 U.S.C.  ss.1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1)  The Report fully complies with the  requirements  of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents, 
in all material respects, the financial condition and results of operations of the Company.

A signed  original of this  written  statement  required
by Section 906 has been provided  to  Odyssey  Pictures  Corporation  and will be  retained 
by  Odyssey Pictures  Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

October 13, 2011

/s/ John W. Foster
___________________
John W. Foster
Chief Executive Officer and
Chief Financial Officer