ODYSSEY PICTURES CORPORATION
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                     Page
                                                                     ----
Report of Independent Accountants                                     F-2

Financial Statements:
    Consolidated Balance Sheets
     as of June 30, 2000, 1999 and 1998                               F-3

    Consolidated Statements of Operations for the
     Years Ended June 30, 2000, 1999, 1998 and 1997                   F-4

    Consolidated Statements of Changes in Shareholders'
     Equity (Deficit) for the Years Ended June 30,
     2000, 1999, 1998 and 1997                                        F-5

    Consolidated Statements of Cash Flows for the
     Years Ended June 30, 2000, 1999, 1998 and 1997                   F-6 - F-7








                                      F-1

<PAGE>
                             WANT & ENDER, CPA, P.C.
                        386 PARK AVENUE SOUTH, SUITE 1618
                               NEW YORK, NY 10016
                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Shareholders of
Odyssey Pictures Corporation

In our  opinion,  the  accompanying  consolidated  balance  sheets  and  related
consolidated  statement of  operations,  shareholders'  equity and of cash flows
present  fairly,  in all material  respects,  the financial  position of Odyssey
Pictures Corporation and its subsidiaries at June 30, 2000,1999 and 1998 and the
results of their  operations  and their cash flows for the period ended June 30,
2000,1999 and 1998 in conformity with generally accepted accounting  principles.
These financial  statements are the responsibility of the Company's  management;
our responsibility is to express an opinion on these financial  statements based
on our audit.  We conducted our audit of these  statements  in  accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of  material  misstatement.  An audit  includes  examining,  on test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audit  provides a reasonable  basis for the opinion  expressed
above.

As  discussed in Note 7 to the  financial  statement,  the Company  defaulted on
payments  due August and October  1996  relating to notes  payable.  The Company
proposed  to the  noteholders  to  defer  maturity  of the  notes  and  exchange
exisiting  warrants  for shares,  or cancel the notes and  existing  warrants in
their  entirety in  exchange  for shares.  The Company  offered to register  any
shares  issued in  exchange  for the notes as of  August  12,  1997 the date the
registration  becomes  effective,  and all but one of the noteholders  agreed to
exchange their notes for registered stock. The remaining notes for $50,000 (held
by a single  investor) have not been paid and are in default.  Additionally,  an
unsecured  note of  $179,000  is also in  default.  At this time,  the  ultimate
outcome of this matter cannot be determined.

As  discussed  in Note 8, the Company is a defendant  in various  lawsuits.  The
Company  has  filed   counteractions  and  preliminary  hearings  and  discovery
proceedings  on several  actions are in progress.  The  ultimate  outcome of the
litigation cannot be determined at present.  Not all liabilities that may result
upon adjudication have been accrued in the accompanying financial statements.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial statements, the Company has suffered recurring losses from operations,
has a net capital  deficiency and has  insufficient  working capital to meet its
current  obligations and liquidity needs.  These factors raise 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 Note 3.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

New York City, New York

/s/ Want & Ender, CPA
----------------------
Want & Ender, CPA, P.C.
November 16, 2000

                                      F-2

<PAGE>

<TABLE>
<CAPTION>
                                      ODYSSEY PICTURES CORPORATION
                                      Consolidated Balance Sheets
<S>                                                                    <C>              <C>                <C>

                                                                             June 30,          June 30,          June 30,
Assets                                                                         2000              1999              1998
                                                                        ----------------   --------------    --------------

      Cash                                                                  $    31,215      $     4,715        $    4,331
      Accounts receivable, net of allowances
      of $0 and $0                                                              208,511           81,986             9,500
      Notes receivable                                                          149,296          131,272           100,000
      Film costs, net                                                         4,095,824        4,383,629           110,422
      Prepaid expenses and other                                                450,906          380,906             1,200
      Investments                                                             1,001,100          456,600           450,000
                                                                        ----------------   --------------    --------------

           TOTAL ASSETS                                                     $ 5,936,852      $ 5,439,108        $  675,453
                                                                        ================   ==============    ==============

Liabilities and Shareholders' Equity (Deficit)

Liabilities

      Accounts payable and accrued expenses                                 $   819,038      $   805,071        $  865,923
      Accrued wages                                                             709,545          839,185           457,794
      Accrued interest                                                          226,414          163,198            77,168
      Due to producers and participants                                         250,000          250,000           250,000
      Deferred revenues                                                          29,000           29,000            29,000
      Notes and loans payable                                                   835,680        1,192,081         1,079,000
                                                                        ----------------   --------------    --------------

      Total Liabilities                                                     $ 2,869,678      $ 3,278,535        $2,758,885
                                                                        ----------------   --------------    --------------

      Commitments and contingencies

Shareholders' Equity (Deficit)

      Preferred stock, Series A, par value $.10;
      Authorized - 10,000,000 shares
      Issued - 500,000 shares                                               $         -      $    50,000        $   50,000
      Preferred stock, Series B, par value $.10
      Authorized - 10,000,000 shares
      Issued - 4,500,000 shares                                                 450,000          450,000
      Common stock, par value $.01;
      Authorized - 40,000,000 shares
      Issued and outstanding -
      13,103,428,8,284,728 and 5,029,285                                        131,034           82,847            50,293
      Capital in excess of par value                                         34,820,445       32,704,197        27,552,973
      Accumulated deficit                                                   (32,334,304)     (31,126,471)      (29,736,698)
                                                                        ----------------   --------------    --------------
      Total shareholders' equity (deficit)                                  $ 3,067,175      $ 2,160,573       $(2,083,432)
                                                                        ----------------   --------------    --------------

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)             $ 5,936,852      $ 5,439,108       $   675,453
                                                                        ================   ==============    ==============






</TABLE>

                                                                F-3
<PAGE>
<TABLE>
<CAPTION>
                                               ODYSSEY PICTURES CORPORATION
                                           Consolidated Statements of Operations


                                                                         For the Years Ended June 30,
<S>                                                 <C>                <C>                <C>                <C>

                                                           2000               1999               1998             1997
                                                     -----------------   ---------------    ---------------   --------------
Revenue
                                                          $   146,485       $   288,430        $    42,630      $   141,202
Expenses

       Costs related to revenues                              140,580           261,050             20,019          565,610
       Selling, general and
       administrative expenses                              1,136,617         1,282,553          1,073,134        1,678,450
                                                     -----------------   ---------------    ---------------   --------------
                                                            1,277,197         1,543,603          1,093,153        2,244,060
                                                     -----------------   ---------------    ---------------   --------------

       Operating income (loss)                             (1,130,712)       (1,255,173)        (1,050,523)      (2,102,858)

Other income (expenses)

       Other income                                                 -                 -                  -                -
       Interest income                                         25,944            15,004                  -                -
       Interest expense                                      (103,063)         (149,604)           (68,891)         (91,435)
       Loss on sale of joint venture interests                      -                 -                  -                -
       Other income                                                                                               2,263,101
                                                     -----------------   ---------------    ---------------   --------------

       Income (loss) from operations
       before provision for income taxes                   (1,207,831)       (1,389,773)        (1,119,414)          68,808
       Provision / Benefit for income taxes                         -                 -                  -                -

       NET INCOME (LOSS)                                 $ (1,207,831)      $(1,389,773)       $(1,119,414)        $ 68,808
                                                     =================   ===============    ===============   ==============

Basic income (loss) per share                                 $ (0.11)          $ (0.22)           $ (0.25)          $ 0.02

       Weighted average common
       shares outstanding                                  11,093,198         6,459,396          4,403,435        2,993,809
                                                     =================   ===============    ===============   ==============

Diluted income (loss) per share                               $ (0.11)          $ (0.22)           $ (0.25)          $ 0.02

       Weighted average common
       shares outstanding                                  11,093,198         6,459,396          4,403,435        2,993,809
                                                     =================   ===============    ===============   ==============






</TABLE>

                                                                F-4
<PAGE>

<TABLE>
                                                                ODYSSEY PICTURES CORPORATION
                                             Consolidated Statements Of Changes in Shareholders' Equity (Deficit)



<CAPTION>
<S>                                     <C>          <C>        <C>           <C>         <C>            <C>           <C>

                                    Preferred Stock    Preferred Stock
                                       Series A           Series B          Common Stock                                   Total
                                                                                              Capital in               Shareholders'
                                                                                               Excess of    Accumulated    Equity
                                     Shares    Amount   Shares   Amount      Shares   Amount   Par Value      Deficit     (Deficit)
                                    --------  ------- --------- --------   --------- -------- -----------   ------------ -----------
Balances - June 30, 1996               -      $    -            $  -       2,591,242   25,913 $25,911,366  $(28,686,092) (2,748,813)
  Issuance of shares to officers
     in payment of notes                                                      78,948      789      44,211                    45,000
  Re-issue of unexchanged shares
    shares previously cancelled                                               65,825      659        (659)                        -
  Issuance of shares in consideration
     for services rendered                                                    43,500      435      33,665                    34,100
  Sale of shares to equity
     investors                                                               500,000    5,000     370,000                   375,000
  Net income                                                                                                     68,808      68,808
                                    --------  ------- --------- --------   --------- -------- -----------  ------------- -----------

Balances - June 30, 1997               -          -       -       -        3,279,515  $32,796 $26,358,583  $(28,617,284)$(2,225,905)

  Issuance of shares of preferred
     stock to equity investors       500,000   50,000                                             450,000                   500,000
  Issuance of shares of common stock
     in exchange for cancellation
     notes payable and other
     liabilities                                                           1,010,455   10,104     529,235                   539,339
  Issuance of shares of common stock
     to equity investors                                                      66,667      667      49,333                    50,000
  Issuance of shares of stock in
     exchange for cancellation of
     deferred compensation notes                                             667,648    6,676     165,823                   172,499
  Issuance of shares of common stock
     in consideration for service
     rendered                                                                  5,000       50                                    50
  Net loss                                                                                                   (1,119,414) (1,119,414)
                                     -------  ------- --------- --------   --------- -------- -----------  ------------- -----------

Balances - June 30, 1998             500,000  $50,000     -         -      5,029,285  $50,293 $27,552,973  $(29,736,698)$(2,083,432)

  Issuance of shares of common stock
     as partial consideration for
     loans made to company                                                    45,000      450      19,350                    19,800
  Issuance of shares of preferred
     stock for purchase of Kimon film
     library and other assets                         4,500,000  450,000                        4,050,000                 4,500,000
  Issuance of shares to officers in
     payment of notes                                                        830,055    8,301     251,943                   260,244
  Issuance of shares of common stock
     in consideration for barter
     services to be rendered                                                 200,000    2,000      86,000                    88,000
  Issuance of shares in consideration
     for legal services rendered                                             100,000    1,000      39,000                    40,000
  Issuance of shares of common stock
     to equity investors                                                   1,500,000   15,000     425,693                   440,693
  Issuance of shares of common stock
     to officer as contract signing bs                                        50,000      500      16,500                    17,000
  Issuance of shares in consideration
     for services to be rendered                                             181,667    1,816     104,000                   105,816
  Issuance of shares of common stock
     in full satisfaction of a loan
     and accrued interest                                                    348,721    3,487     158,738                   162,225
  Net loss                                                                                                   (1,389,773) (1,389,773)
                                    --------  ------- --------- -------- ----------- -------- -----------  ------------- -----------
  Balances - June 30, 1999           500,000  $50,000 4,500,000 $450,000   8,284,728 $ 82,847 $32,704,197  $(31,126,471) $2,160,573

  Issuance of shares of common stock
     as partial consideration for
     loans made to company                                                 3,000,000   30,000   1,170,000                 1,200,000
  Issuance of shares of common stock
     to equity investors            (500,000) (50,000)                     1,818,700   18,187     946,246                   914,433
  Net loss                                                                                                   (1,207,831) (1,207,831)
                                    --------  ------- --------- -------- ----------- -------- ------------ ------------- -----------
Balances - June 30, 2000                  -        -  4,500,000 $450,000  13,103,428 $131,034 $34,820,443  $(32,334,302) $3,067,175
                                    ========  ======= ========= ======== =========== ======== ============ ============= ===========



</TABLE>
                                                                 F-5
<PAGE>
<TABLE>
<CAPTION>



                                              ODYSSEY PICTURES CORPORATION
                                          Consolidated Statements of Cash Flows


                                                                                   For the Years Ended June 30,
<S>                                                               <C>             <C>           <C>           <C>

                                                                       2000           1999          1998          1997
                                                                    ------------  ------------- -------------  -----------
Cash Flows From Operating Activities:
      Net income (loss)                                             $(1,207,831)   $(1,389,773) $ (1,119,414)    $ 68,808
      Adjustments to reconcile net income (loss)
      to net cash used in
      operating activities:
         Amortization of film costs                                     318,387        162,931        36,976    1,660,440
         Additions to film costs                                        (30,583)      (153,179)      (26,926)    (779,944)
         Other depreciation and amortization                                            21,500        10,961       18,963
         Issuance of shares of common stock in consideration
         for services rendered                                                          76,816            50       34,100
      Changes in assets and liabilities:
         Accounts receivable, net                                      (126,525)       (72,486)      282,751      704,323
         Notes receivable and advances                                  (18,024)       (31,272)      200,000     (300,000)
         Prepaid expenses and other                                     (70,000)       (10,165)        5,837         (536)
         Accounts payable and accrued expenses                           13,967        (60,852)      272,240      219,035
         Due to producers and participants                                                   -      (310,499)  (2,924,643)
         Deferred revenues                                                                   -         9,200       16,800
         Accrued wages                                                 (129,640)       381,391       121,798      318,624
         Accrued interest                                                63,217        113,255        12,567       18,329
                                                                    ------------  ------------- -------------  -----------

             Net cash used in operating activities                   (1,187,032)      (961,834)     (504,459)    (945,701)
                                                                    ------------  ------------- -------------  -----------

Cash Flows From Investing Activities:
      Purchase of stock in E-3 Sports New Mexico, Inc.                                  (6,600)
      Acquisition of fixed assets (Purchase Pooling)                   (544,500)                                   (8,480)
                                                                    ------------  ------------- -------------  -----------

             Net cash used in investing activities                     (544,500)        (6,600)            -       (8,480)
                                                                    ------------  ------------- -------------  -----------

Cash Flows From Financing Activities:
      Payment of note payable in settlement of Generale
        Bank litigation                                                                      -       (25,000)           -
      Net proceeds from private placement sale of common stock        1,200,000        440,693             -      375,000
      Net proceeds/payments - notes and loans payable                  (356,401)       528,125       (25,000)     125,000
      Issuance of shares of preferred stock to equity investors               -              -       500,000            -
      Issuance of shares of common stock to equity investors            914,433              -        50,000            -
                                                                    ------------  ------------- -------------  -----------

      Net cash provided by financing activities                       1,758,032        968,818       500,000      500,000
                                                                    ------------  ------------- -------------  -----------

      Net increase (decrease) in cash                                    26,500            384        (4,459)    (454,181)
      Cash at beginning of period                                         4,715          4,331         8,790      462,971
                                                                    ------------  ------------- -------------  -----------

      Cash at end of period                                              31,215        $ 4,715       $ 4,331      $ 8,790
                                                                    ============  ============= =============  ===========






</TABLE>

                                                                F-6
<PAGE>
<TABLE>
<CAPTION>




                                              ODYSSEY PICTURES CORPORATION
                                          Consolidated Statements of Cash Flows


                                                                                 For the Years Ended June 30,
<S>                                                              <C>            <C>             <C>          <C>
                                                                       2000          1999           1998         1997
                                                                   ------------- -------------  ------------- ------------
Supplemental Disclosures of Cash Flow Information:

Non-cash transactions:

      Issuance of shares of preferred stock for purchase of
          Kimon film library and other assets                                      $4,500,000
                                                                                 =============
      Issuance of shares in consideration for services
          rendered and to be rendered                                              $  250,816      $      50     $ 34,100
                                                                                 =============  ============= ============
      Issuance of shares of common stock in full satisfaction
          of loans and accrued interest                                            $  162,225      $ 539,338
                                                                                 =============  =============
      Issuance of shares of common stock as partial
          consideration for loans made to company                                  $   19,800
                                                                                 =============
      Issuance of shares to officers in payment of notes
          in 2000 (1999) and deferred compensation
          (1998 and 1997)                                             $ 252,187    $  260,244      $ 172,499     $ 45,000
                                                                   ============= =============  ============= ============
      Issuance of note payable to purchase stock in
          E-3 Sports New Mexico, Inc.                                                              $ 135,000
                                                                                                =============
      Issuance of note payable to purchase stock in
          Media Trust S.A.                                                                         $ 315,000
                                                                                                =============

Cash paid during the year for:

      Interest                                                        $       -    $        -      $  18,476     $ 48,240
                                                                   ============= =============  ============= ============

      Income taxes                                                    $       -    $        -      $       -     $      -
                                                                   ============= =============  ============= ============



















</TABLE>

                                                                F-7