SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)

/x/  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended June 30, 2000

/    /  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from _________ to _________


                         Commission file number 0-18954


                          Odyssey Pictures Corporation
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Nevada                                             95-4269048
-------------------------------                           ----------------------
(State or other jurisdiction of                              I.R.S. Employer
 incorporation or organization)                           Identification Number)


                1601 Elm Street, Dallas, Texas 75201, Suite 4000
                ------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  (214) 720-1622

Securities registered pursuant to Section 12(b) of the Act:  None

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock, $.01
par value.

     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.    Yes [x]  No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K.

     The aggregate  market value of the voting stock held by  non-affiliates  of
the Registrant as of September 25, 2000 was approximately  $18,166,047 (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  September  25,  2000 there  were  outstanding  16,545,804  shares of
Odyssey  Pictures  Corporation's  common  stock,  par value  $.01 per share (the
"Common Stock").

<PAGE>

                          ODYSSEY PICTURES CORPORATION
                      Form 10-K Report for the Fiscal Year
                               Ended June 30, 2000


                                TABLE OF CONTENTS
                                                                           Page


                                     PART I

Item 1. Business........................................................    1

Item 2. Properties......................................................    9

Item 3. Legal Proceedings...............................................    10

Item 4. Submission of Matters to a Vote of Security Holders.............    13



                                     PART II

Item 5. Market for Registrant's Common Stock and Related
         Stockholder Matters............................................    14

Item 6. Selected Financial Data.........................................    14

Item 7. Management's Discussion and Analysis of Financial
         Condition and Results of Operations............................    15

Item 8. Financial Statements and Supplementary Data.....................    17

Item 9. Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure............................    17



                                    PART III

Item 10. Directors and Executive Officers of the Registrant.............    17

Item 11. Executive Compensation.........................................    19

Item 12. Security Ownership of Certain Beneficial Owners
          and Management................................................    22

Item 13. Certain Relationships and Related Transactions.................    23



                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and
          Reports on Form 8-K...........................................    25

Signature ..............................................................    29




<PAGE>
                                     PART I

Item 1.  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.  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.

     A change in the entire  Board of  Directors  of the Company  (the  "Board")
occurred on April 12,  1995  pursuant  to the terms of a  Settlement  Agreement,
dated as of March 31, 1995 (the  "Settlement  Agreement"),  by and among  Robert
Hesse,  Shane  O'Neil,  Lawrence I.  Schneider,  Henry N.  Schneider,  Robert E.
Miller,  Jr.,  Russell T.  Stern,  Jr.  (collectively,  a group of  shareholders
originally  formed to effect a change in  management  control of the Company and
known  as  the  "CECO  Shareholders   Committee"),   the  Company,  OEL,  Global
Intellicom,  Inc., each of Jerry Silva, Robert Ferraro, N. Norman Muller, Thomas
W. Smith and David A. Mortman  (constituting all the directors of the Company at
the time of the execution of the Settlement  Agreement and hereinafter  referred
to collectively as the "Former Directors"), and others.

     As contemplated by the Settlement Agreement,  on April 11, 1995, the Former
Directors increased the size of the Board from five to six directors and elected
Henry N.  Schneider,  a  designee  of the  CECO  Shareholders  Committee,  a new
director effective upon the closing of the Settlement Agreement.  The closing of
the Settlement  Agreement occurred on April 12, 1995 and, upon the closing,  the
resignations of the Former Directors became effective.  After the closing, Henry
N. Schneider,  as sole remaining  director of the Company,  elected  Lawrence I.
Schneider,  Russell T. Stern, Jr., Patrick J. Haynes,  III and Robert E. Miller,
Jr.  as  new  directors  of the  Company.  In  addition  to  the  change  in the
composition of the Board, the Settlement  Agreement  provided for the settlement
of all  outstanding  litigation  between the  Company and the CECO  Shareholders
Committee.  The CECO  Shareholders  Committee  disbanded upon the closing of the
Settlement Agreement. Effective September 8, 1995, each of Messrs. Haynes, Stern
and Henry N. Schneider resigned as directors of the Company and were replaced by
Stephen R.  Greenwald and Ira N. Smith,  each of whom was appointed to the Board
and, together with Lawrence Schneider, elected to executive management positions
to operate the business and affairs of the Company on a day-to-day basis.

     On March 6, 1996, the Company declared a reverse one-for-six stock split of
its Common Stock (the  "Reverse  Split"),  effective  March 18, 1996.  All share
amounts and per share prices reflected in this Report have been adjusted to give
effect to the Reverse Split.

Mr. Schneider resigned his executive position in September,  1997, and in March,
1998,  the Board of Directors  appointed  Mr. Johan  Schotte as Chief  Executive
Officer and Chairman of the Board of the Company.  At the same time,  Mr. Pierre
Koshakji was appointed to the Board and elected as President of the Company. Mr.
Johan Schotte expanded the Board to include additional independent directors and
Messrs.  Greenwald  and Smith  agreed to  terminate  their  existing  employment
agreements in exchange for revised  employment  and  consulting  agreements.  In
connection with the change in management,  an affiliate of Mr. Schotte purchased
convertible  deferred  compensation notes from former management and converted a
portion of these notes into  667,648  shares of the  Company's  common  stock in
April,  1998.  The balance of these notes were  converted into 176,050 shares of
common stock in October,  1998.  John Foster  became  interium  President of the
Company in January,  2000, and succeeded Mr. Koshakji as full-time  President of
the Company in July, 2000.


                                       1
<PAGE>
     During the early 1990s,  the Company  developed an excellent  reputation in
overseas markets for the distribution of quality motion picture entertainment, a
reputation which the Company's management believes it continues to enjoy despite
its recent  difficulties.  However, due to the changes in management control and
disruptions in the continuity of the Company's  business following the change in
control  in 1995,  the  Company  has been  unable  to  sustain  any  substantial
activities in the international distribution of motion pictures.

     Under the leadership of Mr. Schotte,  the Company will seek to re-establish
its  position  as a  significant  distributor  of  quality  motion  pictures  by
establishing  relationships and strategic  alliances with major film studios and
successful  writers,  directors  and  producers.  The  Company  also  intends to
establish a permanent presence in Europe through select joint-venture  partners.
In this  connection,  the Company  purchased  the assets of  Sweden-based  Kimon
Mediabright  KB ("Kimon")  in August,  1998,  consisting  of a film library with
worldwide  and/or  Scandanavian   distribution  rights  and  Scandanavian  video
distribution rights to certain Hallmark Entertainment products.

     While   continuing  to  develop  and   re-establish   the  Company's   film
distribution   business,   new  management's   objective  going  forward  is  to
aggresively build a diverse,  global media company independent in ownership from
the major film and music companies. Management will seek to establish a group of
domestic and international  companies providing both content and distribution in
film, music, publishing, sports, merchandising and other multimedia outlets. See
"Business - Narrative Description of Business - Business Strategy."


(b)  Financial Information About Industry Segments

     Since the sale of its Double Helix subsidiary in 1991, the Company has been
engaged in only one  industry  segment and line of business,  the  international
distribution of motion pictures. See "Selected Financial Data."


(c)  Narrative Description of Business

Foreign Sales and Distribution Operations
-----------------------------------------

     General.
     --------

     The foreign  distribution of films involves two principal  activities - the
acquisition  of rights from the licensor or the seller,  usually the producer of
the film, and the licensing of the  distribution  rights to  subdistributors  in
foreign markets. In general, the rights obtained from the producer relate to all
media,  including  theatrical  distribution,  video and all forms of television.
However,  the  licensing  of  rights  to  subdistributors  may  exclude  certain
territories and/or media.

     It is  unlikely  that  subdistributors  would  bypass the  Company and deal
directly with the licensors of film rights. Historically,  independent licensors
of film rights prefer to deal with a single sales agent/distributor  rather than
deal with various  subdistributors in foreign markets.  Consequently,  even if a
particular  subdistributor  attempted to perform the function of the Company, it
is  unlikely  that the  film's  licensor  would be  willing  to deal  with  such
subdistributor.  Furthermore,  with respect to any particular  film, the Company
would typically  enter into an exclusive  distributorship  arrangement,  thereby
precluding  others from  competing  with the Company  with respect to that film.
Moreover,  in certain  circumstances,  the Company may also  provide a financing
function for the production of a film which a subdistributor  would generally be
unable to provide. See "Terms of Distribution Agreements."



                                       2
<PAGE>
     Terms of Distribution Agreements. Foreign distribution is generally handled
by a distributor  such as the Company which  coordinates  worldwide sales in all
territories   and  media.   Overseas   film  sales   companies   rely  on  local
subdistributors  to physically  deliver the motion picture and related marketing
materials  and to  collect  revenues  from  local  exhibitors  and  other  local
distributors  of the film.  Typically,  the  territorial  rights  for a specific
medium such as  television  exhibition  are sold for a "cycle" of  approximately
seven years,  after which the rights become available for license for additional
cycles.

     The film distribution business breaks down into two broad categories:

     o    Sales  Agency  Representation.  As a sales  agent,  the Company  would
          undertake to represent and license a motion picture in all markets and
          media on a best-efforts  basis, with no guarantees or advances,  for a
          fee of 15-20%,  and typically for a term ranging from seven to fifteen
          years.

     o    Distribution.  As a distributor,  the Company may provide the producer
          of the film a  guarantee  of a portion of the  budget of the  project.
          This  guarantee  may  be in  the  form  of a  bank  commitment  to the
          producer,  secured by license agreements with foreign licensees, which
          is used by the  producer  to  finance  the  production.  Typically,  a
          distributor  would  receive a  distribution  fee of 25-35% over a term
          ranging from 15 years to perpetuity.  In addition, the distributor may
          acquire a profit participation in the film project.

     Once the  rights  to a  picture  are  obtained  either  as  sales  agent or
distributor with minimum  guarantee,  the Company would then seek to license its
rights  to  subdistributors  in  the  territories  for  which  it  has  acquired
distribution  rights.  In  general,  the grant of rights to the  subdistributors
includes all media other than satellite,  although satellite is included in some
subdistributors'  territories.  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   due  upon   delivery  of  the  picture  to  the
subdistributor.  (Delivery  occurs upon the  Company's  acceptance of the master
negative and its obtaining access to the  interpositive  and certain other items
necessary  for  the  distribution  of  the  film).  In  certain  instances,  the
subdistributors'  obligations  for the payment due on delivery  are secured by a
letter of credit.  Sales take place  primarily  at three film  markets - Cannes,
France in May;  MIFED in Milan,  Italy in October;  and the American Film Market
("AFM") in Los Angeles in February.

     In general,  after  financing (if any) is repaid,  the Company  applies the
distribution   receipts  from  its  subdistributors  first  to  the  payment  of
commissions  due to the Company,  then to the  recovery of certain  distribution
expenses advanced by the Company,  and third, to the extent not recouped as part
of the repayment of the financing,  to the  reimbursement of the Company for its
guarantee,  if any, paid to the producer.  Additional  distribution receipts, if
any,  are shared by the Company and the producer  according  to the  percentages
negotiated in the agreement between the Company and the producer.


Independent Film Production and Product Acquisition
---------------------------------------------------

     Overseas  film  distribution   companies  such  as  the  Company  primarily
represent  independent  producers of motion pictures (rather than motion picture
studios) in all overseas markets and all media,  including  theatrical  release,
television  and home  video  distribution,  and  cable or  satellite-distributed
media.




                                       3

<PAGE>
     Producers seek to be independent producers of motion pictures for a variety
of reasons,  including  greater  creative control of a project and potentially a
greater  profit  participation  through the  retention  of the  copyright or the
ability to sell the film  directly in  particular  markets.  Often,  young,  new
directors  and  producers  have no choice  but to  independently  produce  their
projects,  and the motion picture industry has a long history of  "breakthrough"
films  produced at very low cost by first time  producers  and  directors  which
subsequently achieve considerable  revenues.  The Company has generally obtained
its product from among these independently produced films rather than from major
motion  picture  studios which  typically  have their own in-house  distribution
networks.  Nevertheless,  from time to time, the Company has entered into "split
rights" arrangements with studios to represent a film in the overseas market.

     The Company's  management seeks to identify  attractive projects very early
in their development, either through relationships with producers, directors and
agents or through industry  announcements of new productions.  In addition,  the
Company's acquisitions personnel attends festivals and film markets, such as the
Sundance  Film  Festival  and the Cannes Film  Festival,  in order to locate new
product.

Business Strategy
-----------------

     The  Company's  strategy  is  to  capitalize  on  its  reputation  and  the
experience of its management team to build a global media company independent in
ownership  from the major film studios and music  companies.  The  Company's new
Board of Directors and executive management intend to integrate the Company into
today's total  entertainment and media  environment.  "Odyssey Media", or a name
more  appropriate,  will be established as the parent to a diversified  group of
U.S. and  international  companies  providing both content and  distribution  in
film, music, publishing, sports, merchandising and other multimedia outlets.

     The value  and  growth  of  "Odyssey  Media"  is  intended  to be  achieved
primarily through  acquisition of, and joint ventures with,  established private
and public media  companies.  Such  companies  may be attracted by the strategic
relations  and access to business  that the other  Odyssey  media  companies may
provide;  the international  markets that Odyssey may participate in; and access
to the public markets for capital and exposure.

     Such  companies may be  identified  through the  experience  and the strong
international  entertainment,  sport,  banking  and private  investment  network
contacts that the executive management and Board of Directors possess.  Targeted
companies would be acquired  primarily  through  issuance of new equity capital,
stock swaps and other means.

     The  parent  company  will  provide  each  company  with  strong  corporate
governance policies, direction for its management,  strategic planning guidance,
control and reporting systems,  marketing assistance,  cross promotion and other
promotional  support, as well as with assistance with business and joint venture
development, merger and acquisition assistance,  executive and management search
support,  and other  services.  The emphasis will be to optimize each individual
company's success as well as the cross-success of the entire media company.  The
proposed business strategy for each division of "Odyssey Media" is as follows:

Odyssey Pictures: The film production and distribution division will continue to
operate as Odyssey Pictures for the purpose of providing a presence in Hollywood
and New York and  establishing  a permanent  presence in Europe  through  select
joint-venture  partners.  The foreign sales agency business unit of Odyssey will
be  de-emphasized,  since it would only be feasible as part of the Company's own
distribution  network,  which will be expanded as soon as new Odyssey properties
are ready for worldwide distribution.  In order to insure a high quality regular
product flow,  alliances  will be sought with major film studios and  successful
writers, directors and producers.

Odyssey  Music:  The music unit of Odyssey will be initiated from Europe through
exploitation and music publishing of the Techno/Dance music genre due to its low
investment  cost versus high return,  and will serve as a basis to penetrate the
U.S. market. This base will allow the launch of new acts via movie sound tracks.
A U.S. operation will be set up as soon as practicable.

                                       4
<PAGE>
Odyssey  Publishing:  Publishing  will encompass all print and electronic  media
including  multi-media and Internet services as well as the traditional products
and services  associated  with  magazines and other  publications.  When finally
viable,  Odyssey Publishing will leverage  intellectual  property from the other
media properties, for example, book and multi-media products derived from motion
pictures.

Odyssey Sports: Ownership and management of sport teams and entertainment events
will be pursued  at the minor and major  league  levels as a means of  providing
content and avenues of  advertising,  promotion,  and access to business for the
entire media company and its clients.  It will also be pursued as an opportunity
for ancillary revenues through venue management and  merchandising.  At present,
the Company owns a minority  interest in a second division  professional  soccer
team located in Sacramento, California.

Odyssey Merchandising:  Manufacturing, sourcing, and distribution of merchandise
will be pursued  and grown by Odyssey as a natural  business  complement  to all
other media companies as well as a stand-alone business unit.


Strategic Objectives
--------------------

     To  properly  build  Odyssey  Media,  the  Company's  Board  and  executive
management will seek to implement the following strategies:

     -    Create and implement strong corporate governance policies and the most
          effective corporate infrastructure;

     -    Properly capitalize the Company and seek a NASDAQ listing;

     -    Acquire  profitable  media-related  operations that will contribute to
          the Company's near-term and long term earnings;

     -    Leverage  connections between investors and projects in Europe and the
          United States;  identify  talent and management  that will augment the
          Company's abilities;

     -    Limit risk in the manner  companies are acquired and  investments  are
          financed;

     -    Maintain a cost  consciousness in acquisition,  financing,  production
          and distribution activities.


     In March of 2000, the Company formed Odyssey  Ventures Online Holding S.A.,
a  Luxembourg   corporation  ("Odyssey  Online"),  for  the  purpose  of  making
investments in various technology-related entities. Odyssey Online's strategy is
to invest and co-invest  with venture  capital and internet  management  groups,
with the  interntion of developing  products and services  related to electronic
commerce,  content and the distribution thereof. See "Recent Acquisitions" below
for a description of investments made by Odyssey Online.


Recent Acquisitions
-------------------

     Since the formation of Odyssey Online in March,  2000, the Company has made
the  following  investments:  (i)an  investment  of $500,000  for a 6.25% equity
interest in  PurchasePooling.com,  Inc., a web-based demand aggregating  service
developed to enable  government  entities and businesses to realize  significant
cost  savings  by  combining  their  purchasing  power on  large-ticket  capital
equipment,  as well as other goods and services;  (ii) an investment of $136,668
for a 25% equity  interest in  Webtelemarketing.com,  a web-site  based  company
specializing in online  recruiting by linking the supply and demand sides of the
employment  industry;  (iii)an investment of $25,000 for a 1% equity interest in


                                       5
<PAGE>
Exchange  Enterprises,  Inc.,  a  privately-held  company  that has  developed a
patent-pending internet cash card that allows consumers to purchase products and
services online without the use of credit cards or bank accounts.  In September,
2000,  Odyssey  Online sold 30% of its  investment  in Purchase  Pooling to Edge
Technology Group,  Inc. (OTC Bulletin Board:  EDGE) in return for 264,000 shares
of the company.

     In April,  1999,  the Company  purchased  an option with the right of first
refusal to be the exclusive  worldwide  distributor of a motion picture entitled
"HARA." The film is an action-packed  semi-biographical  martial arts love story
and is expected to start  pre-production  in January,  2001.  Management  of the
Company owns an indirect 50% equity interest,  through its affiliated companies,
in Red Sun  Productions,  Inc., the production  company which owns all rights to
the film "HARA."

     In August,  1998,  the Company  completed the  acquisition of the assets of
Sweden-based Kimon Mediabright KB ("Kimon"),  valued at $4,500,000,  in exchange
for 4,500,000 shares of the Company's subordinated  convertible Preferred Stock,
Series B, having a value for conversion  purposes of $1.00 per share. Kimon will
have the right to convert to Odyssey  common  stock  between  June 30,  2000 and
December  31,  2000 on a  dollar-for-dollar  basis  based  on the  price  of the
Company's common stock at the time of conversion. Kimon assets purchased consist
of a film library with worldwide  and/or  Scandanavian  distribution  rights and
Scandanavian  video  distribution  rights  to  certain  Hallmark   Entertainment
products.

     In  connection  with the  change of  control in March,  1998,  the  Company
acquired an 18% equity interest in each of two corporations  affiliated with Mr.
Schotte,  one of which is the owner of the Albuquerque Geckos, a second division
professional soccer team in New Mexico (subsequently transferred to Sacramento),
and the other of which is a media production company in Luxembourg.  The Company
issued one-year notes in the aggregate  amount of $450,000 in  consideration  of
the purchase of the equity  interests in these  companies.  (In June,  1999, the
Company  satisfied  $135,000 of these notes, and the accrued interest thereon of
$27,225,  by the issuance of 348,721 shares of the Company's  restricted  common
stock valued at $.465 per share).  The Company's  equity  interest in the entity
which owns the professional soccer team has been diluted by half, or to 9%, as a
result of a capital increase/call in which the Company did not participate.


Sales of Library Films
----------------------

     On January 2, 1996,  the Company  entered  into an  agreement  with Regency
International Pictures,  B.V. ("Regency"),  the Company's joint venture partner,
to sell the Company's  interest in the related joint  ventures  through which it
held  approximately 50% ownership  interests in four theatrical motion pictures,
entitled  "Switch",  "Q & A,"  "Guilty  by  Suspicion"  and "This  Boy's  Life".
Pursuant to the  agreement  with  Regency,  the Company  received  $1,000,000 on
January 23, 1996 and $500,000 on February  14, 1996,  in exchange for all of the
Company's interests in the joint ventures.  In addition,  the Company retained a
contingent  interest  in  certain  receivables,  not to exceed  $212,500,  and a
contingent interest in future revenues from the pictures.

     On August 29, 1996,  the Company  entered into an agreement  with  Kinnevik
Media  Properties,  Ltd.  ("Kinnevik"),  pursuant to which the Company agreed to
grant to  Kinnevik  subdistribution  rights  in, and to sell to  Kinnevik  other
distribution rights to, certain films in the Company's film library. In exchange
for these rights, the Company received a total cash consideration of $1,075,000,
payable  $500,000 on closing,  $275,000 six months after  closing,  and $300,000
eighteen months after closing.  In addition,  the Company  retained a continuing
right to receive  revenues from certain of the films,  valued by management at a
minimum of  approximately  $150,000.  As part of the  transaction,  the  Company
granted 100,000 stock options to Kinnevik,  exercisable over a three year period
at the bid  price of the  Company's  common  stock in  effect  on August 5, 1996
($.625). The transaction with Kinnevik closed on October 7, 1996.



                                       6
<PAGE>
Recent Financings
-----------------

     In August and October of 1995,  the Company  concluded a private  placement
pursuant to which it issued unsecured promissory notes to unaffiliated investors
in the aggregate  amount of $312,500.  The notes had a maturity date of one year
and accrued  interest  at the rate of 12% per annum.  A total of 6.25 units were
sold at a purchase price of $50,000 per unit. In addition,  warrants were issued
to the  purchasers at the rate of 4,167  warrants for each unit sold, or a total
of 26,042  warrants (on a post Reverse  Split basis).  Each warrant  certificate
entitled the holder thereof to purchase one share of common stock at an exercise
price of either  $2.83 per share (the August  warrants)  or $2.37 per share (the
October warrants) over a three year period commencing one year after the closing
of the private placement.  After paying expenses and commissions of $42,500, the
Company received net proceeds of $270,000 from the private placement.  The notes
issued in the private  placement  were due to be paid by the Company  upon their
respective due dates on August 28 and October 3, 1996.

     The Notes and interest were not repaid as scheduled.  The Company  proposed
that  Noteholders  either defer  maturity of their notes and  exchange  existing
warrants  for  shares,  or cancel the notes and  warrants  in their  entirety in
exchange  for a greater  number of shares.  The Company  offered to register any
shares  issued in  exchange  for the  notes.  On August 12,  1997,  the date the
registration  became effective,  a total of $262,500 of notes were exchanged for
595,455 shares of registered  stock.  The remaining notes for $50,000 (held by a
single investor) have not been paid and are in default.

     In  September,  1996,  the  Company  entered  into  an  agreement  with  an
unaffiliated  third party for the purchase of 1,000,000  shares of the Company's
common  stock  (and  an  additional  1,000,000  warrants)  in  consideration  of
$750,000. Following a dispute between the parties concerning the satisfaction of
certain  conditions to closing,  the parties reached a settlement in June, 1997,
pursuant to which the investor  purchased  66,667  shares of common stock of the
Company for $50,000, or $.75 per share.

     In  September,  1996,  the  Company  reached an  agreement  with  Paramount
Pictures,  pursuant to which  Paramount  would cancel the Company's  contractual
guarantee of $2.7 million in full,  in exchange for which the Company  agreed to
(i)  relinquish all further  distribution  rights to "Wuthering  Heights";  (ii)
assign to Paramount all of its rights in any outstanding distribution agreements
for the film, and any  receivables to be generated  therefrom;  (iii)  guarantee
that Paramount  would collect a total of $500,000 in sales revenue from existing
distribution  agreements  no later  than  January  15,  1997.  Existing  license
agreements yielded  approximately  $420,000 in net revenues prior to January 15,
1997 (of which the Company would have been entitled to retain  approximately 20%
thereof in commissions).  The Company paid $250,000 in net revenues to Paramount
and intends to negotiate  with  Paramount  regarding the timing of the remaining
$250,000 payment.

     In  January,  1997,  prior  counsel  to the  Company  agreed to  exchange a
promissory  note in the  face  amount  of  $70,000  for  120,000  shares  of the
Company's common stock.

     In February,  1997,  the Company  completed  the sale of 500,000  shares of
common  stock and  500,000  common  stock  purchase  warrants  to four  offshore
European investors for an aggregate consideration of $375,000. The warrants were
exercisable over a three year period (expiring February 25, 2000) at an exercise
price of $1.06  per  share.  One of the  investors  was Johan  Schotte,  who was
subsequently  elected as CEO of the Company in March,  1998. Upon the expiration
date,  all of the warrants  were extended for an  additional  seven-year  period
(through February 25, 2007) at the same exercise price of $1.06 per share.

     In April,  1997,  Stephen R.  Greenwald,  Lawrence I.  Schneider and Robert
Miller,  Jr., all  directors  of the  Company,  made loans to the company in the
amounts of $50,000, $25,000 and $25,000, respectively.  Each loan was payable on
demand and accrued  interest  at the rate of 2 points over prime per annum.  The
notes were  secured by a collateral  assignment  of the  Company's  300,000 note
receivable  from Kinnevik.  In  consideration  of making the loans,  the lenders
received  five-year  warrants to purchase shares of common stock of the Company,
exercisable  at $1.00 per share.  Messrs.  Schneider  and Miller  each  received

                                       7
<PAGE>
25,000 warrants and Mr. Greenwald  received 50,000 warrants as consideration for
making the loans to the Company. In addition, two independent unaffiliated third
parties made additional $25,000 loans to the Company in June and August, 1997 on
the same terms and conditions as the loans made by Mr. Greenwald,  Schneider and
Miller.  In May,  1998, the loans of Mr.  Schneider and one of the  unaffiliated
parties were paid from the proceeds of the Kinnevik  receivable.  The  remaining
lenders  agreed to a rollover of their loans  (aggregating  $100,000)  against a
second Kinnevik receivable and, in consideration,  received an additional 50,000
warrants  in the  aggregate,  exercisable  at $1.00 per share  over a three year
period. In September,  1998, all but $25,000 of these loans were repaid from the
proceeds of the Kinnevik  receivable.  The remaining  lender,  Robert E. Miller,
Jr., a director of the  Company,  agreed to a rollover of his $25,000 loan on an
unsecured  basis for an additional six month period with interest at the rate of
10% per annum.  Thereafter,  Mr. Miller agreed to a further six-month  extension
(through  September,  1999) in consideration of an increase in the interest rate
on the loan to 12% per annum, the issuance of an additional  12,500 common stock
purchase warrants at $1.00 per share, and an extension of the expiration date on
all warrants issued in connection with his loan to the Company to the year 2004.

     In  September,  1997,  the  Company and  Kinnevik  Media  Properties,  Ltd.
executed an  agreement  pursuant to which  Kinnevik  agreed to purchase  500,000
shares of  convertible,  redeemable  preferred  stock of the Company,  par value
$1.00 per share, for an aggregate purchase price of $500,000. Kinnevik agreed to
purchase the first  $250,000 of preferred  stock at the closing,  an  additional
$125,000 of preferred  stock 90 days after  closing,  and the final  $125,000 of
preferred stock 270 days (subsequently  extended to 360 days) after closing. The
preferred  stock would bear interest at the rate of 10% per annum which would be
paid in kind  semi-annually  by the issuance of  additional  shares of preferred
stock at a par value of $1.00 per  share.  Kinnevik  would  have the right for a
five-year period to convert the preferred stock into common stock of the Company
on a  share-for-share  basis.  The  Company  would  have the right to redeem the
preferred  stock for $1.25 per  share in the event the  Company's  common  stock
traded  at a price of $2.00  per  share or more for a period  of 20  consecutive
trading days. The Company agreed to help secure television  distribution  rights
for Kinnevik from third parties, and introduce various projects to Kinnevik from
time to time  which  may be of  interest  to  Kinnevik.  In the  event  Kinnevik
acquires any rights as a result of any  introductions  made by the Company,  the
parties  agree to mutually  determine  the value of such  services and to redeem
shares of the preferred stock at $1.00 per share based on the aggregate value of
the services so determined.

     The Company  received  $150,000 in funding from the Augustine Fund, L.P. in
July,  1998. In exchange for the  financing,  the Augustine Fund received a zero
coupon $150,000 convertible note as well as up to 150,000 transferable warrants,
exercisable  at $1.60 per share for a three year period.  The note was converted
into 300,000 restricted shares of the Company's common stock in March, 2000 at a
price of $.50 per share. Augustine and certain Augustine associated parties were
also issued a total of 45,000  shares of  restricted  common stock in connection
with the original  transaction,  and an  additional  72,500 shares of restricted
common stock were issued to a finder in  connection  with the  conversion of the
outstanding note.

     In August,  1998, three  unaffiliated  investors  loaned 4,000,000  Belgian
Francs  (approximately  $100,000) and received one year  convertible  notes with
interest at 10% per annum (the notes are  convertible  at a 15%  discount to the
market price).

     In September 1998 an unaffiliated third party loaned $25,000 to the Company
and received a six-month  note with interest at 10% per annum.  Thereafter,  the
lender agreed to a six-month extension on the note (through September,  1999) in
consideration  of an increase in the interest rate on the loan to 12% per annum,
and the issuance of 12,500  common stock  purchase  warrants at $1.00 per share,
exercisable through the year 2004.

     In  November   1998,  the  Company  issued  200,000  common  shares  to  an
unaffiliated party in exchange for $88,000 of barter credits.



                                       8
<PAGE>
     In December 1998, (i) an unaffiliated party purchased 625,000 common shares
at  $.30  per  share  for a total  purchase  price  of  $187,500  (see  "Certain
Relationships  and  Related  Transactions");  and (ii)  counsel  to the  Company
converted  $40,000 of accrued legal fees into 100,000  shares of common stock of
the Company.

     During the period  between  April,  1999 and  September,  1999, the Company
completed four private placements to offshore investors,  the first of which was
completed  for 575,000  shares of common  stock at a purchase  price of $.30 per
share  (resulting in gross proceeds to the Company of $172,500),  and the latter
three of which were  completed  for an aggregate  of 1,600,000  shares of common
stock at a  purchase  of $.40 per  share  (resulting  in gross  proceeds  to the
Company of $400,000).

     During the period between  September,  1999 and October,  2000, the Company
completed two series of private placements to offshore  investors,  the first of
which was  completed  for an aggregate of 3,000,000  shares of common stock at a
purchase price of $.40 per share  (resulting in gross proceeds to the Company of
$1,200,000),  and the second of which was  completed for an aggregate of 960,000
shares of common  stock at a  purchase  price of $1.00 per share  (resulting  in
gross proceeds to the Company of $960,000).


Competition
-----------

     The entertainment industry generally,  and the film industry in particular,
are  highly  competitive.   The  Company's   competition  includes  the  smaller
independent  producers  as  well as  major  motion  picture  studios  and  music
companies.  Many of the Company's competitors have financial and other resources
which are significantly greater than those available to the Company.


Operations
----------

     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 Dallas,  Texas (see  "Properties")  and, as of September 25, 2000,
the Company had two full-time employees,  consisting of Mr. Schotte and Mr. John
Foster, the CEO and President of the Company, respectively.


Tax Loss Carryforward
---------------------

     The  Company is entitled to the  benefits  of certain  net  operating  loss
carryforwards  to reduce its tax  liability.  The  utilization by the Company of
such tax loss  carryforwards  is  limited  under  applicable  provisions  of the
Internal  Revenue  Code of 1986,  as  amended,  and the  applicable  regulations
promulgated   thereunder.   As  of  June  30,  2000,  there  were  approximately
$32,334,304 in net operating loss  carryforwards  remaining to be used to reduce
tax liability.  The utilization of approximately $4.9 million of these losses in
future periods will be limited to approximately $350,000 per year.


Item 2.  Properties
-------------------

     The Company  presently  conducts its operations  out of leased  premises at
1601 Elm Street,  Dallas, Texas,  consisting of approximately 2,500 square feet.
The  premises  are  presently   being  made  available  to  the  Company  as  an
accommodation  by a company  affiliated  with Mr. Johan Schotte,  the CEO of the
Company. Rent expense for each of the fiscal years ended June 30, 2000, 1999 and
1998 was $17,649, $84,939 and $69,002,  respectively.  (Commencing in January of
2000,  the Company has accrued  rent expense at the rate of $1,000 per month for
the use of office  space in  Luxembourg  which is owned by Media  Trust,  S.A, a
company affiliated with Mr. Schotte).



                                       9
<PAGE>
Item 3.  Legal Proceedings
--------------------------

     On December 20, 1990, Hibbard Brown & Company, Inc. ("Hibbard Brown") filed
a complaint entitled Hibbard Brown & Company,  Inc. v. Double Helix Films, Inc.,
Odyssey  Entertainment Ltd. and  Communications  and Entertainment  Corp. in the
Supreme Court of the State of New York, County of New York. The Complaint sought
payment of $300,000 under an agreement with the Company,  Odyssey,  Double Helix
and  Hibbard  Brown dated  December  21,  1989 for  certain  investment  banking
services  allegedly  performed  in  introducing  Odyssey  and  Double  Helix and
assisting them in consummation of the Mergers by which they became  wholly-owned
subsidiaries of the Company. A counterclaim  seeking recovery of $50,000 paid to
Hibbard Brown upon execution of the Agreement was asserted.

     Hibbard Brown's motion for summary  judgment was granted in October,  1991.
On January 30, 1992,  the Company  moved,  by order to show cause,  to renew and
thereupon deny,  dismiss or stay Hibbard Brown's  previously  granted motion for
summary  judgment on the ground that Hibbard Brown had  intentionally  concealed
the fact that it was an unauthorized foreign corporation transacting business in
New York. By Order dated March 2, 1992,  the court granted the Company's  motion
in part by renewing  the action and staying  judgment  pending  Hibbard  Brown's
qualification in New York. On October 29, 1992, Hibbard Brown moved for an order
vacating  the stay of  judgment,  a  declaration  that it was now an  authorized
foreign  corporation  and  reinstatement  of the  summary  judgment  granted  in
October, 1991 or, in the alternative,  to rehear its motion for summary judgment
on the original papers and grant judgment in its favor.

     On January 29, 1993, Double Helix,  Odyssey and the Company cross-moved for
an order  granting  reargument  and/or  renewal  of Hibbard  Brown's  motion for
summary  judgment  and  consolidating  the  litigation  with an action  that the
Company had brought  against  Hibbard Brown  (described  below),  or staying the
issuance,  entry and execution of judgment  pending the  resolution and trial of
the Company's action against Hibbard Brown.

     On March 26, 1993,  the court issued a Decision and Order vacating the stay
of entry of the $300,000 judgment against the Company and granting the Company's
cross-motion for a stay of execution  pending the determination of the Company's
action against  Hibbard Brown.  The Company's  cross-motions  for reargument and
renewal and consolidation were denied.

     By Decision and Order dated June 18, 1993,  the court  affirmed the stay of
execution of the  judgment,  but required the Company to obtain a bond to secure
the stay. The Company obtained a non-collateral bond.

     On March 5, 1992, the Company instituted an action entitled  Communications
and  Entertainment  Corp. v. Hibbard Brown & Company in the Supreme  Court,  New
York County,  for the return of 150,000 shares of Common Stock previously issued
on the ground  that  Hibbard  Brown  failed to perform  the  required  services.
Hibbard Brown counterclaimed for breach of contract.

     In July 1993,  after  considerable  pre-trial  discovery,  the  Company and
Hibbard Brown moved for summary judgment. By Decision and Order dated August 11,
1993, the court denied both motions.  Both parties  appealed.  On March 3, 1994,
the appellate court affirmed the denial of summary judgment.

     On or about October 14, 1994,  Hibbard Brown filed a voluntary petition for
relief  under  Chapter  11,  Title 11 of the United  States Code with the United
States  Bankruptcy  Court,  Southern  District  of New York.  Consequently,  the
Company's  action  against  Hibbard  Brown has been  automatically  stayed.  The
Company has filed a Proof of Claim. In January 1998 the U.S. Bankruptcy Court of
the Southern  District of New York approved a final settlement of the bankruptcy
of Hibbard Brown.

     On or about  September 11, 1992,  Joseph  Duignan  brought an action in the
Superior Court of New Jersey,  Mercer County,  entitled Joseph Duignan v. Double
Helix Films Limited  Partnership No. 1, L.P., Double Helix Films,  Inc., Cinecom
International  Films, Film Gallery,  Inc., Stan Wakefield,  Jerry Silva,  Arthur
Altarac and Anthony Tavone (MER-L-4262-92).  Jerry Silva, the only defendant who

                                       10
<PAGE>
was served,  is former Vice  Chairman of the Board of  Directors of the Company.
Mr. Duignan claims that he invested $75,000 to acquire a partnership interest in
Double Helix Films Limited Partnership No. 1 and that Mr. Silva forged or caused
to be forged his signature on a Subscription  Agreement dated July 28, 1986. Mr.
Duignan seeks to recover compensatory damages, including but not limited to, his
alleged $75,000 investment,  punitive damages and attorney's fees. Mr. Silva has
answered the complaint  and has demanded that the Company  indemnify him against
any  expenses,  judgments,  and amounts paid in  settlement  of the action.  The
Company  contends  that it is not  required to indemnify  Mr.  Silva  because he
breached his fiduciary duties to the Company.

     In The Private Lessons  Partnership V. Carnegie Film Group, Inc.,  Monogram
Pictures Corp.,  Filmways  Entertainment  Corp., ATC, Inc., Krishna Shah, Lonnie
Romati,  Gerald Muller,  Jerry Minsky and Does 1-100 (California Superior Court,
Los Angeles County, Case No. BC091840), the plaintiff asserted claims for breach
of oral contract,  fraud in the inducement and fraudulent conveyance against Mr.
Shah,  seeking  damages  in the amount of  $315,000,  plus  further  unspecified
compensatory  damages and punitive  damages.  In August  1995,  Mr. Shah filed a
cross-complaint  against the Company,  Double Helix Films and Norman  Muller for
indemnification,  apportionment of fault and declaratory  relief. In addition to
compensatory  damages,  he  seeks  punitive  and  exemplary  damages,  emotional
distress   damages  and   attorney's   fees.   The  Company  has   answered  the
cross-complaint.

     On or about May 15, 1995,  Credit  Lyonnais Bank Nederland N.V. and Cinecom
Entertainment  Group, Inc. filed a Complaint in the Superior Court for the State
of California,  County of Los Angeles,  captioned Credit Lyonnais Bank Nederland
N.V. and Cinecom  Entertainment  Group, Inc. v. Odyssey  Distributors,  Ltd. and
Does 1 through 100 (No. BC 127790). They allege that Odyssey Distributors,  Ltd.
(a  subsidiary  of the Company)  collected  but failed to remit to them assigned
distribution proceeds in the amount of $566,283.33 from the foreign distribution
of "Aunt Julia and the  Scriptwriter"  and "The Handmaid's  Tale." The Complaint
alleges  claims for breach of contract and breach of fiduciary  duty and demands
damages in excess of  $566,283,  attorney's  fees,  an  accounting,  a temporary
restraining order and a preliminary  injunction.  In June 1995, the Court denied
plaintiffs an attachment and stayed the action pending  arbitration in New York.
In September,  1996, the Court dismissed the Complaint.  In December,  1996, the
Company  settled the  outstanding  litigation  with Generale  Bank  ("Generale")
(formerly   known  as  Credit   Lyonnais  Bank   Nederland   N.V.)  and  Cinecom
Entertainment  Group Inc.  Pursuant  to the  settlement  agreement,  the Company
agreed to pay to Generale  the sum of $275,000  in  complete  settlement  of the
claim,  payable $25,000 upon execution of the settlement  agreement,  $25,000 on
each of June 30 and December 31 in the years 1997,  1998 and 1999,  and $100,000
on June 30,  2000.  The Company  and  Generale  later  agreed upon a new payment
schedule as follows:  $25,000 on or before  October 15, 1997 (payment was made);
$30,000 on each of April 15, 1998,  June 30, 1998,  December 31, 1998,  June 30,
1999,  and December 31, 1999;  and $100,000 on June 30, 2000.  The Company is in
default of this payment  schedule.  The  consequences of not curing a default is
the entry of a confession  of judgment  already  executed by the Company for the
amount of $275,000. This confession of Judgment is against Odyssey Distributors,
Ltd., a wholly owned but non-operating subsidiary of the Company.

     In August 1995, G.P. Productions,  Inc. ("GP") and Greenwich Subject Films,
Inc.  ("Greenwich")  commenced an action  entitled  G.P.  Productions,  Inc. and
Greenwich  Studios,  Inc.  v.  Double  Helix  Films,  Inc.,  Communications  and
Entertainment, Inc., Krishna Shaw, Gerald Muller and Norman Muller in the United
States  District Court,  Southern  District of Florida (Case No.  95-1188).  Mr.
Muller has  demanded  that the  Company  indemnify  him  against  any  expenses,
judgments  and amounts paid in settlement  of the action.  The Company  contends
that, by virtue of Mr. Muller's  breaches of fiduciary duty and violation of his
obligations to the Company, it is not required to provide indemnification.

     GP and  Greenwich  allege that they are the  exclusive  owners of the films
"The Gallery" and "South Beach". They assert claims for copyright  infringement,
unfair competition,  breach of contract,  accounting,  conversion,  civil theft,
conspiracy  and  fraudulent  conveyance.  The Complaint  demands a recall of the
films,  an  attachment,   preliminary  and  permanent   injunctive   relief,  an



                                       11
<PAGE>
accounting,  and  unspecified  compensatory,  punitive and treble  damages.  The
Company's motion to transfer venue of the action was granted in November,  1995,
and the case  was  transferred  to the  United  States  District  Court  for the
Southern  District of New York.  There has been no activity in this matter since
the transfer of venue in 1995.

     In  October,  1995,  Canon  Financial  Services  filed a  Complaint  in the
Superior  Court  of New  Jersey  entitled  Canon  Financial  Services,  Inc.  v.
Communications and Entertainment  Corp. The plaintiff is claiming that it is due
$47,499.83,  plus damages,  pursuant to a lease agreement. The Company has filed
an Answer in this action and  plaintiff's  motion for summary  judgment has been
denied by the Court. No trial date has yet been set in this matter.

     In December,  1995,  Robert F. Ferraro,  a former  director of the Company,
brought an action  against the Company in the Supreme  Court of the State of New
York, New York County. The action was brought on a promissory note in the amount
of $25,000 and plaintiff  obtained a judgment on a summary judgment motion.  The
plaintiff  has not yet  moved  to  enforce  the  judgment  and  the  Company  is
considering  whether  or not it has a claim for  indemnification  against  prior
management in connection with the issuance of the note.

     In March,  1996,  an action was filed  against  the  Company in Los Angeles
Municipal  Court by Judy Hart,  in which the  plaintiff  claims  that she is due
$17,920  pursuant to a  promissory  note.  The  Company has filed a  cross-claim
seeking  offsets  against the amount due and other  damages.  On May 21, 1998, a
default  judgment  was entered on behalf of  plaintiff in the amount of $22,261.
Subsequently,  plaintiff  filed a motion to include  attorneys fees and costs in
the  aggregate  amount of  approximately  $17,000.  The Company is attempting to
reach a settlement with plaintiff.

     In March,  1996, a class  action  complaint  was filed  against the Company
entitled Dennis Blewitt v. Norman Muller, Jerry Minsky, Dorian Industries,  Inc.
and  Communications  and  Entertainment  Corp.  The  complaint  seeks damages in
connection  with the  Company's  treatment in its  financial  statements  of the
disposition  of its  subsidiary,  Double Helix Films,  Inc. in June,  1991.  The
complaint  seeks  unspecified  damages on behalf of all  persons  who  purchased
shares of the Company's common stock from and after June, 1992. A second action,
alleging  substantially  similar grounds,  was filed in December 1996 in Federal
Court  in the  United  States  District  Court  for  the  Southern  District  of
California  under the caption  heading  "Diane  Pfannebecker  v. Norman  Muller,
Communications  and Entertainment  Corp., Jay Behling,  Jeffrey S. Konvitz,  Tom
Smith,  Jerry Silva,  David Mortman,  Price  Waterhouse & Co., Todman & Co., and
Tenato  Tomacruz."  Following the filing of the second action,  the first action
was dismissed by  stipulation in May 1997. The Company filed a motion to dismiss
the  complaint  in the second  action and after a hearing on the motion in July,
1997, the Court dismissed the federal securities law claims as being time-barred
by the applicable statute of limitations, and dismissed the state securities law
claims for lack of subject matter  jurisdiction.  The lower court's dismissal of
this action was upheld on appeal by the Ninth  Circuit.  The case was refiled in
California  state court in August 1998. The Court granted motions to dismiss two
of the complaints filed by the Plaintiff, whereupon a third complaint was filed.
More recently,  a fourth amended complaint has been filed adding claims that the
defendants,  including  the  Company,  violated  provisions  of  the  California
Securities Laws. There is no trial date set in this matter. In a related action,
Thomas  Smith  and  Norman   Muller,   former   directors  of  the  Company  and
co-defendants in the Pfannebecker matter, filed an action against the Company in
the Los  Angeles  Superior  Court  seeking  indemnification  from the Company in
connection  with their status as  defendants  in the  Pfannebecker  matter.  The
Company  intends to defend  this action on the grounds  that  Messrs.  Smith and
Muller committed  wrongful acts as directors of the Company and failed to comply
with various obligations to the Company.

     In December,  1997,  the  Directors  Guild of America  ("DGA")  obtained an
arbitration  award  against  Down  Range  Productions,   Inc.,  a  wholly  owned
subsidiary of Odyssey ("Down  Range"),  on behalf of Kahn Brothers  Pictures fso
Michael Kahn,  Charles Skouras,  and Scott C. Harris.  Down Range was ordered to
pay Kahn Brothers Pictures the total sum of $155,041; Charles Skouras the sum of
$32,360;  and Scott C. Harris the total sum of $8,868;  plus interest at 18% per
annum on each of these  amounts from April 1, 1997.  Down Range was also ordered


                                       12
<PAGE>
to pay the DGA $2,500.  Down Range was also  ordered to assign to the DGA all of
Down Range's  right,  title and  interest in the motion  picture  "Down  Range,"
including the  screenplay  for the motion  picture,  and Down Range was enjoined
from  licensing  the motion  picture or the  screenplay to any third party other
than the DGA. Down Range was also ordered to pay the arbitrator $2,250.

     Kahn  Brothers  Pictures fso Michael  Kahn also filed a claim  against Down
Range  Productions,  Inc. and the Company with the Writers Guild of America West
(WGA) for unpaid writing services on "Down Range." That claim was settled by the
current management for the amount of $15,000 in July 1998.

     The Screen  Actors Guild  ("SAG") has also  asserted that there are amounts
owing to several  actors  arising out of "Down Range." In September,  1999,  SAG
obtained an arbitration  award against Down Range for a total amount of $96,183,
inclusive of salaries to the actors,  pension and health  contributions and late
fees. Down Range was also ordered to pay $200 to the  arbitrator.  Additionally,
there were two  actors,  Corbin  Bernsen  and Jeff  Fahey,  who had  pay-or-play
contracts.  The outcome of these  contracts and the actors' claims have not been
resolved.

     In April,  1998,  an action was  commenced  against the Company by Siegel &
Gale, a provider of brochure materials,  seeking payment of $48,695, plus costs,
related to work done by Siegel & Gale for the Company.  The Company settled this
matter in October, 1999 for the amount of $25,000.

     Mr. Ian Jessel  entered  into a three year  employment  agreement  with the
Company,  commencing  November 9, 1998 and continuing  through November 9, 2001.
Mr.  Jessel's  responsibilities  included  management  of the  Company's  Motion
Picture & Television Division.  Mr Jessel's compensation was set at a rate equal
to  $300,000  per annum for the first  year,  $350,000  per annum for the second
year, and $400,000 per annum for the third year. The agreement also provided for
a yearly bonus based upon the net profits of the film  division and the Company.
The Company  paid the sum of $50,000 to Mr.  Jessel in fiscal 1999 and  deferred
payment of the balance of the compensation due to him. In June, 1999, Mr. Jessel
notified the Company that he was suspending  services to the Company for failure
to pay his compensation on a timely basis. The Company believes it was justified
in deferring certain payments due to Mr. Jessel.  Mr. Jessel commenced an action
against the Company in November, 1999 in the Los Angeles Superior Court, seeking
the salary and other  benefits he claims he is entitled to under his  three-year
employment  agreement.  The Company  intends to vigorously  defend the action on
several  grounds,  including Mr. Jessel's  breach of his  obligations  under the
agreement. Discovery is ongoing in this matter and a trial date has been set for
April 30, 2001.

     Dennis Morgan commenced an action against the Company in December,  1999 in
the Los Angeles  Superior Court alleging that he was promised a position as head
of a music  division  to be  established  by the  Company  and  that  such  oral
agreement  was intended to be  confirmed  in writing but never was.  Mr.  Morgan
brought  claims  against the Company and others for the  purported  breach of an
oral agreement,  purported breach of an implied agreement,  fraud and fraudulent
conveyances.  The Company has served written discovery and is awaiting responses
to  interrogatories  and the production of documents.  The Company contends that
there was no employment  relationship with, nor any monetary commitments to, Mr.
Morgan,  and that it committed no breach or  wrongdoing.  No trial date has been
set in this matter.


Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year covered by this Report.





                                       13
<PAGE>
                                     PART II



Item 5. Market for Registrant's Common Stock and Related Stockholder Matters.
-----------------------------------------------------------------------------

     The  following  table sets forth the range of high and low bid  information
for the Common Stock of the Company as reported by the Nasdaq Stock Market, Inc.
("Nasdaq") on a quarterly  basis for each of the two preceding  fiscal years. On
May 1, 1996,  Nasdaq  notified  the Company that its shares of Common Stock were
being deleted from Nasdaq's SmallCap Market,  effective May 2, 1996, because the
Company  did not  maintain a combined  capital  and  surplus of  $1,000,000,  as
required  by Section  1(c)(3) of  Schedule D of the NASD  By-Laws.  Since May 2,
1996, the Company's shares have traded in the over-the-counter market on the OTC
Bulletin Board. 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,  mark-downs or commissions  and may not necessarily  represent  actual
transactions.


                                     Common Stock
                                     ------------
Fiscal 1999
-----------
First Quarter              $.94                      $ .37
Second Quarter              .70                        .26
Third Quarter               .66                        .30
Fourth Quarter              .51                        .25



Fiscal 2000                High                        Low
-----------                ----                        ---
First Quarter             $ .69                      $ .49
Second Quarter             1.11                        .45
Third Quarter              1.19                        .75
Fourth Quarter             1.55                        .94



     As of September 25, 2000, there were approximately  5,542 record holders of
the Company's Common Stock.



Item 6. Selected Financial Data (in thousands, except per share data).
----------------------------------------------------------------------

     The following table sets forth the selected  financial data for the Company
and should be read in conjunction with the Consolidated Financial Statements and
Notes  thereto,  and with  Management's  Discussion  and  Analysis of  Financial
Condition and Results of Operations which appear elsewhere in this report.





                                       14
<PAGE>

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

                                                                For the Years Ended June 30,
                                                        ----------------------------------------------
                                                        2000     1999      1998     1997      1996
Income Statement Data

Revenues.........................................      $146     $288      $  42      $141     $1,011
Income(loss) from continuing operations..........    (1,208)  (1,388)    (1,119)       69     (4,960)
Income(loss)from discontinued operations.........        --       --         --        --         --

Net income (loss)................................    (1,208)  (1,388)    (1,119)       69     (4,960)


Per Share Data*

Income(loss) from continuing operations..........      (.11)    (.22)      (.25)      .02      (2.17)
Income(loss) from discontinued operations........        --       --         --        --         --
Net income (loss)................................      (.11)    (.22)      (.25)      .02      (2.17)
Cash dividends...................................        --       --         --        --         --
Weighted average shares..........................    11,093    6,459      4,403     2,294      2,284


Balance Sheet Data

Film costs.......................................     4,095    4,378        110       120      1,001
Total assets.....................................     5,936    5,439        675       740      2,448
Indebtedness.....................................     2,869    1,192      1,079       962        562
Shareholders' equity.............................     3,067    2,161     (2,083)   (2,226)    (2,749)
</TABLE>

------------------------------------
Per share data and weighted average shares for all periods have been restated to
reflect the effect of a one-for-six reverse stock split in March 1996.



Item 7. Management's Discussion and Analysis of Financial Condition
         and Results of Operation.
--------------------------------------------------------------------


Results of Operations

     Years Ended June 30, 2000 and 1999

     Net loss for the year ended  June 30,  2000 was due mainly to the fact that
the Company did not release any new films.  Revenues for the twelve months ended
June 30, 2000  decreased to $146,844  compared to $288,430 for the twelve months
ended June 30, 1999. No new films became  available  for delivery  during either
period, although the company is in post production for one film project recently
acquired.

     Costs  related to the revenues  decreased to $140,580 for the twelve months
ended June 30, 2000 as compared to $261,050 for the twelve months ended June 30,
1999. The relative costs are primarily  related to acquisition  costs associated
with a feature film in post  production  and the exploiting of the Kimon library
and Hallmark assets.

     Selling,  general  and  administrative  expenses  decreased  by $145,936 to
$1,136,617  for the twelve month period ended June 30, 2000 from $ 1,282,553 for
the  comparable  period ending June 30, 1999.  This decrease is primarily due to
decreases in personnel, operations overheads and related expenses.




                                       15
<PAGE>

     There was no other income recognized in the twelve-month  period ended June
30, 2000 and June 30, 1999.

     Since the change in management control in March of 1998, new management has
undertaken several steps to reverse  unfavorable  results.  The company embarked
on, and still is in progress  with, a  recapitalization  program  with  positive
results.  The Company purchased a feature film, in post production,  acquired an
equity  interest  in another  company in  addition  to its  acquisitions  of the
twelve-month  period  ended June 30,  1999.  The  Company  has also  engaged new
managerial staff to further assist in its future performance.


     Years Ended June 30, 1999 and 1998

     Net loss  for the year  ended  June 30,  1999 was due to the fact  that the
Company did not release any new films. Revenues for the twelve months ended June
30, 1999  increased to $288,430  compared to $42,630 for the twelve months ended
June 30, 1998. No new films became available for delivery during either period.

     Costs related to revenues increased to $261,050 for the twelve months ended
June 30, 1999 as compared to $20,019 for the twelve  months ended June 30, 1998.
The increase is primarily  related to costs associated with exploiting the Kimon
and Hallmark assets.

     Selling,  general  and  administrative  expenses  increased  by $209,419 to
$1,282,553 for the  twelve-month  period ended June 30, 1999 from $1,073,134 for
the  comparable  period  ending June 30, 1998.  The increase is primarily due to
increases in personnel and related expenses.

     There was no other income recognized in the twelve-month  period ended June
30, 1999 and June 30, 1998.

     Since the change in management  control in March,  1998, new management has
embarked  on a program to reverse  the  unfavorable  results by taking  steps to
recapitalize  the  Company,  purchasing  film assets,  and by  acquiring  equity
interests  in two  corporations,  one of  which is the  owner of a  professional
soccer team, and the other of which is a media production company.


Liquidity and Capital Resources

     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.  These  factors  raise
substantial doubt about the Company's ability to continue as a going concern.

     At June 30, 2000, the Company held approximately $31,214 of cash.

     In the past fiscal year,  management  has taken steps to fund the Company's
operations  primarily  through private  placements of the Company's common stock
with offshore investors.

     During the period  between  April,  1999 and  September,  1999, the Company
completed four private placements to offshore investors,  the first of which was
completed  for 575,000  shares of common  stock at a purchase  price of $.30 per
share  (resulting in gross proceeds to the Company of $172,500),  and the latter
three of which were  completed  for an aggregate  of 1,600,000  shares of common
stock at a  purchase  of $.40 per  share  (resulting  in gross  proceeds  to the
Company of $400,000).

     During the period between  September,  1999 and October,  2000, the Company
completed two series of private placements to offshore  investors,  the first of
which was  completed  for an aggregate of 3,000,000  shares of common stock at a
purchase price of $.40 per share  (resulting in gross proceeds to the Company of
$1,200,000),  and the second of which was  completed for an aggregate of 960,000
shares of common  stock at a  purchase  price of $1.00 per share  (resulting  in
gross proceeds to the Company of $960,000).

                                       16
<PAGE>

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.


Item 9. Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.
--------------------------------------------------------

     Reference is made to the Company's Reports on Form 8-K, dated September 24,
1997,  and February 13, 1998,  with respect to a change in  accountants  for the
Company.



                                    PART III


Item 10. Directors and Executive Officers of the Registrant.
------------------------------------------------------------


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


     Name                     Age             Position
     ----                     ---             --------
Johan Schotte                  39              Chairman of the Board
                                               &Chief Executive Officer

John Foster                    47              Director, President

Patrick Speeckaert             53              Director

Jean-Marie Carrara             42              Director

Pierre Koshakji                38              Director, Treasurer



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


Johan  Schotte is Founder and  Chairman of Media  Trust S.A.  and  Entertainment
Education  Enterprises  Corporation.  Mr. Schotte has an extensive background in
banking and management, and holds an M.B.A. degree from the University of Dallas
in Irving, Texas. Before joining Odyssey in 1998, he served as Managing Director
of Rocket Pictures,  an international film production and distribution  company,
for whom he produced the satirical  comedy "Cannes Man" in 1996. Mr. Schotte has
served as Chairman and CEO of the Company since March, 1998.


John Foster for more than the past five years has been an independent  financial
consultant, investment analyst and investment banker, specializing in turnaround
situations  and  management   restructuring  in  specific   industries  such  as
technology,  insurance and the entertainment and communications industry. He has
extensive  background  in  information  systems  and  data  processing,  and  is
presently 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 is currently  serving as President of the
Company.

                                       17
<PAGE>

Patrick  Speeckaert  for more than the past five  years has  served as  Managing
Director of Morrow & Co., Inc. in New York City. Morrow & Co., Inc. is a leading
company  specializing  in advising  international  corporations  with respect to
issues involving corporate governance, shareholder relations and solicitations.


Jean-Marie  Carrara is an  international  corporate  strategist  and  technology
consultant.  His areas of expertise include  management of decision  information
and data  transmission  safety  and  expertise  in various  technologies  in the
telecommunications,  textiles and recycling industries. Mr. Carrara serves as an
expert to the International Chamber of Commerce and continues to publish, teach,
and lecture at the university  level in France.  He holds a doctorate  degree in
pharmacy, advanced degrees in biology, biochemistry and hematology, and advanced
degrees in management and finance.


Pierre R. Koshakji is currently the CEO and a Director of Edge Technolgy  Group,
Inc. (OTC  Bulleting  Board:  EDGE), a company which produces and markets CD-ROM
internet-related  instructional  sports products and is actively  engaged in the
research  and  development  of  new  complementary  technologies.   He  is  also
co-founder,  and former  President  and  director  of,  Entertainment  Education
Enterprises    Corporation   (E3   Corporation),    an   international   sports,
entertainment,  and  investment  group.  E3  Corporation  has offices in Dallas,
Luxembourg  and Los Angeles and has a  professional  affiliation  with the Lamar
Hunt group of  companies,  Unity Hunt.  Prior to E3  Corporation,  Mr.  Koshakji
served  as  Director  of  Business   Development  with  Unity  Hunt/Hunt  Sports
Enterprises   where  he  evaluated,   negotiated,   and   implemented   targeted
acquisitions and projects.  He played a development  role in establishing  major
league soccer (MLS) and in establishing the two Hunt MLS teams in Columbus, Ohio
and in Kansas City, Missouri,  and served as Senior  Vice-President of Marketing
on the Las Vegas domed  Stadium  project as well as marketing  consultant to the
San Francisco  Giants new ball park at China Basin.  Other  positions and titles
Mr. Koshakji has held during his  professional  career include Deputy  Executive
Director of the 1994 World Cup, Dallas Venue,  including the  responsibility  of
liaison with the European  Broadcast Union and  International  Broadcast Center,
the position of Director at KMPG Management Consulting in the country of Kuwait,
and electrical engineer at Chrysler  Technologies Airborne Systems. Mr. Koshakji
graduated from  Vanderbilt  University BSEE with honors and received his Masters
of Business Administration at Southern Methodist University. Mr. Koshakji served
as President of the Company from March, 1998 through February, 2000.


Meetings and Committees of the Board of Directors

     For the fiscal year ended June 30,  2000,  there were six  meetings  and/or
written  consents in lieu of meetings of the Board of  Directors.  All Directors
attended or consented to in excess of 75% of the meetings  (and consents in lieu
of  meetings) of the Board of  Directors  during said fiscal year.  The Board of
Directors does not presently have any standing nominating, audit or compensation
committees,  the customary  functions of such committees  being performed by the
entire Board of Directors.


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, 2000,  the  Company's  officers,  directors  and greater than 10%
stockholders  complied with all filing  requirements  under section 16(a) except
that Messrs. Carrara and Foster did not file Form 3 Reports.

                                       18
<PAGE>

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 four most highly compensated  executive officers who were executive
officers as of June 30, 2000, and other significant employees for whom inclusion
in the  following  table would be required but for the fact that such  employees
were not  executive  officers  of the  Company  at the end of the most  recently
completed fiscal year:

<TABLE>
<CAPTION>

                               Summary Compensation Table

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

                                      Annual Compensation           Long-Term
                                --------------------------------    Securities
Name and             Fiscal                         Other Annual    Underlying    All Other
Position              Year      Salary     Bonus    Compensation     Options    Compensation
--------              ----      ------     -----    ------------     -------    ------------


Johan Schotte         2000       6,860      --           --             --       161,140(1)
Chief Executive       1999      29,050      --           --             --       138,950(1)
Officer; Chariman     1998       5,000      --           --             --        43,000(1)




Pierre Koshakji       2000         --       --           --             --       114,000(1)
President             1999      36,750      --           --             --       131,250(1)
                      1998       5,000      --           --             --        43,000(1)



John Foster
Interim President     2000      49,250      --           --             --        12,312

</TABLE>


(1)   Represents  deferred  compensation  which accrued  during the fiscal years
      indicated. Mr.Schotte received $$181,950 in the fiscal year ended June 30,
      2000 in respect of the deferred salary for the prior two fiscal years. Mr.
      Koshakji  received  $135,310  in the fiscal  year  ended June 30,  2000 in
      respect  of a portion  of the  deferred  salary  for the prior two  fiscal
      years.  See  "Compensation  Arrangements,  Termination  of Employment  and
      Change-in-Control  Arrangements"  for a more detailed  explanation  of the
      terms of the compensation agreements between the Company and its executive
      officers.









                                       19
<PAGE>

Options/Stock Appreciation Rights

     The following table provides  information with respect to stock options and
stock  appreciation  rights  ("SARs")  granted to the named  executive  officers
during the fiscal year ended June 30, 2000.



                   Individual Grants(1)
        ----------------------------------------
                   % of Total
        Number of    Options                         Potential Realized Value at
        Securities  Granted to  Exercise             Assumed Annual Rates of
        Underlying  Employees    Price               Stock Price Appreciation
        Options     in Fiscal     Per   Expiration      For Option Terms
        Granted        Year      Share     Date         5%            10%
        -------        ----      -----     ----         --            ---


        None (1)

---------------------------
(1)The foregoing table does not include 500,000 warrants held by an affiliate of
Mr. Schotte which were extended in February,  2000 for an additional  seven-year
period  at the  original  exercise  price  of  $1.06  per  share.  See  "Certain
Relationships and Related Transactions."

<TABLE>
<CAPTION>


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


<S>                  <C>           <C>          <C>            <C>              <C>
                                                                    Number of Securities
                                     Underlying Unexercised         Value of Unexercised
                                      Options at Year End           In-the-Money Options
                                      -------------------          ----------------------
                         Shares
                        Acquired       Value
    Name              On Exercise    Realized    Exercisable     Unexercisable    Exercisable
    ----              -----------    --------     ----------     -------------    -----------
Unexercisable
-------------



Johan Schotte(1)          __            __     103,385    __          $ 49,624        __



Pierre Koshakji(1)        __            __     103,385    __          $ 49,624        __


</TABLE>

(1)  The chart does not include  5,000 stock options for  Mr.Schotte,  and 1,350
     stock  options for Mr.  Koshakji,  in each case issued in  connection  with
     personal loans made to the Company. See "Certain  Relationships and Related
     Transactions."  The table also does not include warrants held by affiliates
     of Mr.Schotte.  See "Security  Ownership of Certain  Beneficial  Owners and
     Management."


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.

                                       20
<PAGE>

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

     In March, 1998, Mr. Stephen Greenwald stepped down as CEO of the Company in
connection  with a change in control of the  Company.  In  connection  with such
change of management, Mr. Greenwald terminated his existing employment agreement
and entered into a new compensation  arrangement with the Company. Mr. Greenwald
agreed to serve as managing  director of the Company through  December 31, 1999,
and was to receive  the sum of $130,000  during  such period in varying  monthly
payments.  In addition,  in consideration of terminating his existing employment
agreement,  Mr. Greenwald was to receive an additional $130,000, also payable in
varying  monthly amounts during the two-year period ending December 31, 1999. In
September,  1999, Mr. Greenwald  resigned as a Director of the Company to pursue
other  interests.  He also agreed to settle all outstanding  payments due to him
under his  employment  agreement,  and to resign as a Managing  Director  of the
Company,  in  consideration  of  receiving  a  settlement  payment of  $100,000,
together with 200,000 shares of restricted common stock.

     In connection with the change in control of the Company in March, 1998, Mr.
Ira  Smith,  a former  officer  and  director  of the  Company  (through  S.F.H.
Associates,  Inc.),  agreed to serve in a consulting capacity to the Company for
the period  from  March,  1998  through  December  31,  1999.  Pursuant  to such
consulting agreement, Mr. Smith's consulting company was entitled to receive the
sum of  $160,000  during such  period,  payable at the rate of $8,000 per month,
commencing  May, 1998. In addition,  in  consideration  of terminating  his then
existing  employment  agreement  with the  Company,  Mr.  Smith was  entitled to
receive an additional  $100,000,  payable in varying  monthly amounts during the
term of the consulting  agreement.  Following a default by the Company under the
consulting  agreement,  Mr. Smith agreed to terminate his  consulting  agreement
with the Company in consideration of receiving a settlement payment of $100,000,
together with 200,000 shares of restricted common stock.

In connection  with the change of control in the Company in March,  1998,  Johan
Schotte  entered  into  a  two-year  employment   agreement  with  the  Company,
commencing as of January 1, 1998 and continuing  through  December 31, 1999. Mr.
Schotte's  compensation  was fixed at $150,000 per year during such period.  Mr.
Koshakji also entered into a two-year  employment  agreement with the Company at
the rate of $150,000 per annum.  The agreement with Mr. Schotte was extended for
an  additional  period of one year at the rate of  $250,000  per  year,  and the
agreement with Mr.  Koshakji was extended for a period of six months at the rate
of  $5,000  per  month.  As of June  30,  2000,  a  substantial  portion  of the
compensation due to Messrs. Smith and Koshakji under their respective agreements
was past due for the period from  January 1, 1998  through the fiscal year ended
June 30, 2000. Mr. Koshakji resigned his position as President of the Company on
January 1, 2000 and served as a consultant to the Company through June 30, 2000.

     In connection  with the change of  management,  an affiliate of Mr. Schotte
purchased  a total of  $230,000  of  deferred  compensation  notes from  Messrs.
Greenwald and Smith, and converted approximately 75% of these notes into 667,648
shares of the Company's common stock in April,  1998. The balance of these notes
were converted into 176,050 shares of common stock in October, 1998.

     In November,  1998,  the Board of Directors of the Company  authorized  the
following bonus incentive  compensation package for each of Messrs.  Schotte and
Koshakji:


         (I)      Warrants:  2% of the Company's  total  outstanding  stock each
                  year,  beginning with the fiscal year commencing July 1, 1998,
                  and each  year  thereafter.  Warrants  shall be  priced at the
                  average  bid  price  for  the  10  consecutive   trading  days
                  preceding  the issue date each year,  and  exercisable  at any
                  time  following the issue date.  Messrs.  Schotte and Koshakji
                  were each  issued  103,385  warrants  as of July 1, 1998 at an
                  exercise price of $.74 per share. Messrs. Schotte and Koshakji
                  each  waived  their  right to receive a warrant  bonus for the
                  fiscal year commencing July 1, 1999.



                                       21
<PAGE>

         (II)     Performance  Bonus:  Each year  beginning with the fiscal year
                  ending  June  30,  1999,  and  each  year  thereafter,  if the
                  Company's  gross  revenues  increase  by 20% or more  over the
                  gross revenues of the preceding  year, the  performance  bonus
                  shall be the greater of either 1% of the revenue  differential
                  or  2.5% of the  EBITDA.  No  performance  bonuses  have  been
                  awarded under this plan.

         (III)    Market Cap Bonus:  At the end of each fiscal  year,  beginning
                  with the fiscal year commencing July 1, 1998, if the Company's
                  market capitalization  increases from the preceding year based
                  on the average  closing price for the 30 previous  consecutive
                  trading days, the market  capitalization  bonus shall equal 1%
                  of the differential.  Messrs. Schotte and Koshakji each waived
                  their  right to receive a market cap bonus for the fiscal year
                  commencing July 1, 1999.


     John Foster served as interim  President of the Company from January,  2000
through  June,  2000 at the rate of $9,850 per month.  In July,  2000, he became
President of the Company and agreed to a one-year  extension of his agreement at
the rate of $12,000 per month.


Compensation Committee Report and Compensation Committee Interlocks
 and Insider Participation

     Executive  officer  compensation  is  determined  by the  entire  Board  of
Directors.  The Board has not  appointed or  designated a separate  compensation
committee to  determine or set  executive  compensation.  The Board's  executive
compensation policy is intended to attract and retain key executives, compensate
them at appropriate levels and provide them with both cash and equity incentives
to enhance the Company's value for all of its stockholders.


Item 12. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

     The following table sets forth information  concerning  ownership of common
stock,  as of September  25, 2000, 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                                   Shares                  Percentage of
Beneficial Owner           Status         Beneficially Owned      Class
----------------           ------         ------------------      --------------

Johan Schotte              CEO and          233,385(1)                1.4%
                           Chairman

Lecoutere Finance S.A.      ___           2,012,734(2)               11.8%

Patrick Speeckaert         Director           2,000               Less than 1%

John Foster                Director,          2,000               Less than 1%
                           President

Jean-Marie Carrara         Director           2,000               Less than 1%

Pierre Koshakji            Director,        104,735(3)            Less than 1%
                           Treasurer
All Executive
Officers &
Directors As
A Group (5 Persons)         ___             344,120(4)                2.1%




                                       22
<PAGE>
(1)  Includes presently exercisable options to purchase 108,385 shares of common
     stock; does not include 1,486,134 shares of common stock and 526,600 common
     stock  purchase  warrants  held by a corporate  affiliate  of Mr.  Schotte,
     Lecoutere  Finance  S.A.;  also does not include  111,285  shares of common
     stock and 2660 common  stock  purchase  warrants  held by E3  Capital,  and
     29,537  common  stock  purchase  warrants  held by Media Trust  S.A.,  both
     corporate  affiliates of Mr. Schotte.  (Mr.  Schotte  disclaims  beneficial
     ownership of all shares and warrants held by affiliated entities,  although
     based on Mr.Schotte's close business  relationship with the other principal
     shareholders  of these entities,  there exists the  possibility  that these
     shareholders may act in concert with Mr. Schotte with respect to the voting
     of these shares in the Company).
(2)  Includes presently exercisable options to purchase 526,600 shares of common
     stock. See note (1).
(3)  Includes presently exercisable options to purchase 104,735 shares of common
     stock.
(4)  Includes presently exercisable options to purchase 213,120 shares of common
     stock.



Item 13. Certain Relationships and Related Transactions.
-------------------------------------------------------

     In April, 1997, Robert E. Miller, Jr.(who resigned as a Director during the
fiscal  year ended June 30,  2000) made a loan to the  Company in the amounts of
$25,000.  The loan was payable on demand,  accrued interest at the rate of 9.25%
per annum, and was secured by a collateral  assignment of the Company's $300,000
receivable due from Kinnevik.  See  "Business-Sales of Distribution  Rights." In
consideration  of making the loan,  the lender  received a five-year  warrant to
purchase 25,000 shares of common stock of the Company,  exercisable at $1.00 per
share.  Mr. Miller agreed to a rollover of his loan to be paid from the proceeds
of a second Kinnevik receivable due in September,  1998. In consideration of the
rollover,  Mr. Miller received  12,500  warrants,  exercisable  over a five-year
period at $1.00 per share.  Mr.  Miller's  loan was rolled over for a subsequent
six month  period on an  unsecured  basis with  interest  at the rate of 10% per
annum.  Mr. Miller  thereafter  agreed to another  six-month  rollover  (through
September,  1999), in  consideration  of which he received an additional  12,500
warrants  exercisable over a five-year period at $1.00 per share, an increase in
the  interest  rate on his  loan  to 12%  per  annum,  and an  extension  on the
expiration  date of all warrants  issued in connection with his loan to the year
2004.  In December,  1999,  Mr.  Miller  converted  his $25,000 loan into 57,876
shares of common  stock of the Company at a  conversion  price of  approximately
$.43 per share.

     In June,  1998,  the  Company  entered  into the  following  related  party
transactions with E3 Sports New Mexico, Inc., a company which is an affiliate of
Mr. Schotte and Mr. Koshakji and in which the Company holds a minority interest:
(i) the Company purchased a $25,000 sponsorship from the Albuquerque Geckos, the
professional  soccer team owned by the affiliate;  and (ii) the Board authorized
the Company to loan up to $100,000 to the affiliate,  payable no later than July
15, 1999 with interest at 15% per annum (the loan is secured by 10,000 shares of
E3 Sports new Mexico, Inc.). The loan is currently outstanding.

     In July,  1998,  the  Company  entered  into the  following  related  party
transactions  with Media  Trust S.A.,  a company  which is an  affiliate  of Mr.
Schotte  and in which the  Company  holds a minority  interest:  (i) the Company
agreed to make a $2,500 loan to the affiliate, payable in one year with interest
at  15%  per  annum;  (ii)  the  Company  engaged  the  affiliate  to  introduce
prospective  investors to the company,  in exchange for which the affiliate will
receive  10% of any  investments  made in the  Company by  persons  or  entities
introduced by the affiliate,  together with five-year warrants (100 warrants per
$1,000 invested) at an exercise price equal to the market price of the Company's
stock on the date of the investment.  In connection with convertible  loans made
to the  Company  in  1998  by  Belgian  investors  in the  aggregate  amount  of
approximately  $100,000,  and the purchase of 625,000  shares of common stock of
the Company by Lecoutere Finance, S.A. in December, 1998 (see below), a total of
29,540  five-year  warrants have been issued to Media Trust,  S.A. with exercise
prices  ranging from $.38 per share to $.98 per share.  The $2,500 loan to Media
Trust S.A. is currently outstanding.



                                       23
<PAGE>

     During the fiscal year ended June 30, 2000, Mr. Koshakji loaned the Company
approximately  $2,500,  with such loan  bearing  interest at the rate of 18% per
annum (the same interest rate being charged to Mr. Koshakji for such funds).

     In April, 1999, the Company purchased a refundable option for $60,000 to be
the exclusive  worldwide  distributor of a motion picture  entitled  "HARA." The
film  is  an  action   martial   arts  love  story  and  is  expected  to  start
pre-production in January,  2001. Management of the Company owns an indirect 50%
equity interest in Red Sun  Productions,  Inc., a production  company which owns
all rights to the film "HARA."

     Commencing  in January of 2000,  the Company has  accrued  additional  rent
expense  at the  rate  of  $1,000  per  month  for the use of  office  space  in
Luxembourg  which is owned by Media Trust,  S.A, a company  affiliated  with Mr.
Schotte, the CEO and Chairman of the Company.

     In February,  2000,  the  maturity  date of 500,000  common stock  purchase
warrants  held by  Lecoutere  Finance S.A.  (an  affiliate  of Mr.  Schotte) was
extended for an additional  seven-year  period  through  February 25, 2007.  The
warrants were originally  issued to Mr. Schotte and other investors in February,
1997 in connection  with a capital  investment  in the Company of $375,000.  The
warrants were  originally  scheduled to expire on February 25, 2000. At the time
of the original investment, Mr. Schotte was not affiliated with the Company. The
warrants will continue to have the same exercise price of $1.06 per share.
















































                                       24
<PAGE>
                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
-------------------------------------------------------------------------

(a)(1)  The response to this portion of Item 14 is submitted as a separate
          section of this report commencing on page F-1.

(a)(2)  See (a)(1) above.

(a)(3)  Exhibits

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 1995 Private
          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 April 1995(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)

10.1    1989 Long Term Incentive Plan(1)

10.2    Agreement of Settlement and Release, dated October 2, 1995, by and
          between Home Box Office,Inc. and Odyssey(5)




                                       25
<PAGE>

10.3    Private Placement Memorandum used in connection with 1995 Private
          Placement (the "1995 Private Placement Memorandum")(5)

10.4    Supplement to the 1995 Private Placement Memorandum(5)

10.5    Supplement No. 2 to the 1995 Private Placement Memorandum(5)

10.6    Supplement No. 3 to the 1995 Private Placement Memorandum(5)

10.7    Settlement Agreement, dated as of March 31, 1995, by and between the
          Company, Odyssey, Global Intellicom, Inc., N. Norman Muller, Thomas
          W. Smith, David Mortman, Robert Ferraro, the CECO Shareholders
          Committee, Lawrence Schneider, Robert E. Miller, Henry Schneider,
          Robert Hesse,Shane O'Neil, Patrick Haynes, Russell T. Stern, Jr.,
          Thurston Group, Inc., The Insight Fund,L.P. and Lois Muller(3)

10.8    Memorandum of Agreement, dated as of August 24, 1995 between the
          Company and Multipix Communications, Inc.(4)

10.9    Termination Agreement, dated as of January 2, 1996, between Regency
          International Pictures, B.V. and Odyssey Distributors B.V.(6)

10.10   Employment Agreement dated October 1, 1995, between the Company and
          Stephen R. Greenwald(6)

10.11   Employment Agreement dated October 1, 1995, between the Company
          and Lawrence I. Schneider(6)

10.12   Employment Agreement dated October 1, 1995, between the Company
          and Ira N. Smith (6)

10.13   Agreement, dated March 6, 1996, between Communications and Entertainment
          Corp. and its wholly-owned subsidiary, Odyssey Distributors, Ltd.(7)

10.14   Severance and Consulting Agreement, dated March 26, 1996, between the
          Company and Shane O'Neil,and related modifying agreement dated
          March 28, 1996(7)

10.15   Management Agreement between the Company and Stephen R. Greenwald,
          dated March 6, 1996,superseding the Employment Agreement dated
          October 1, 1995(8)

10.16   Management Agreement between the Company and Lawrence I. Schneider,
          dated March 6, 1996, superseding the Employment Agreement dated
          October 1, 1995(8)

10.17   Management Agreement between the Company and Ira N. Smith, dated
          March 6, 1996, superseding the Employment Agreement dated
          October 1, 1995(8)

10.18   Addendum to Management Agreements of Messrs. Schneider, Greenwald
          and Smith(8)

10.19   Joint Venture Letter between the Company and Film Bridge International,
          Inc., dated March 11, 1996(8)

10.20   Lease for office premises at 1875 Century Park East, Suite 2130, Los
          Angeles, California, dated May 9, 1996(8)

10.21   Agreement dated August 29, 1996, between the Company and Kinnevik
          Media Properties, Ltd.(8)

10.22   Agreement dated September 6, 1996 between the Company and Mr. David
          Somerstein(8)





                                       26
<PAGE>

10.23   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)

10.24   Form of Settlement Agreement with Generale bank Nederland, N.V., dated
          as of December 18, 1996 (9)

10.25   Stock Purchase Agreement between the Company and Kinnevik Media
          Properties, Ltd., dated September 1997 (10)

10.26   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 March 2, 1998 (10)

10.27   Termination /Employment Agreement with Stephen R. Greenwald, dated
          March 2, 1998 (10)

10.28   Termination Agreement with Ira Smith dated March 2, 1998 (10)

10.29   Consulting Agreement with S.F.H. Associates, Inc. for the services of
          Ira Smith, dated March 2, 1998 (10)

10.30   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 Mediabright 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)


-----------------------------------------------
(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form S-4, File No. 33-34627.

(2)  Incorporated herein by reference to the Company's Registration Statement on
     Form S-1, File No. 33-43371.

(3)  Incorporated  herein by reference to the Company's  Current  Report on Form
     8-K filed April 12, 1995, File No. 0-18954.

(4)  Incorporated  herein by reference to the Company's  Current  Report on Form
     8-K filed August 30, 1995, File No. 0-18954.

(5)  Incorporated  herein by reference to the  Company's  Annual  Report on Form
     10-K for the fiscal year ended June 30, 1995, File No. 0-18954.

(6)  Incorporated  herein by reference to the Company's Quarterly Report on Form
     10-Q for the quarter ended December 31, 1995, File No. 0-18954.

(7)  Incorporated  herein by reference to the Company's Quarterly Report on Form
     10-Q for the quarter ended March 31, 1996, File No. 0-18954.

(8)  Incorporated  herein by reference to the  Company's  Annual  Report on Form
     10-K for the Fiscal Year Ended June 30, 1996, File No. 0-18954.




                                       27

<PAGE>

(9)  Incorporated herein by reference to the Company's Registration Statement on
     Form S-1, File No. 333-20701.

(10) Incorporated  herein by reference to the  Company's  Annual  Report on Form
     10-K for the Fiscal Year Ended June 30, 1997, File No. 0-18954

(11) Incorporated herein by reference to Amendment No. 1 to the Company's Annual
     Report on Form 10-K for the  Fiscal  Year  Ended  June 30,  1997,  File No.
     0-18954

(12) Incorporated  herein by reference to the  Company's  Annual  Report on Form
     10-K for the Fiscal Year Ended June 30, 1998, File No. 0-18954

(13) Incorporated  herein by reference to the  Company's  Annual  Report on Form
     10-K for the Fiscal Year Ended June 30, 1999, File No. 0-18954


(b)      Reports on Form 8-K

          No  Reports  on Form 8-K were  filed by the  Company  during  the last
          quarter of the period covered by this Report.

(c)      See (a)(3) above.

(d)      None.








































                                       28
<PAGE>


                                   SIGNATURES

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



                                    ODYSSEY PICTURES CORPORATION


Dated: November 17, 2000       By:   /s/ Johan Schotte
                                  -----------------------------
                                       Johan Schotte,
                                       CEO and Chairman



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


Signature                     Title                                 Date


/s/ Johan Schotte             CEO and Chairman                      11/17/00
----------------------        (Principal Executive &
    Johan Schotte             Financial Officer)


/s/ John Foster               Director, President                   11/17/00
----------------------
    John Foster


/s/ Jean-Marie Carrara        Director                              11/17/00
----------------------
    Jean-Marie Carrara


/s/ Patrick Speeckaert        Director                              11/17/00
----------------------
    Patrick Speeckaert


/s/ Pierre Koshakji           Director                              11/17/00
----------------------
    Pierre Koshakji









                                       29
<PAGE>