Exhibit 99 - Financial Information


                          ODYSSEY PICTURES CORPORATION
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


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

Financial Statements:
    Consolidated Balance Sheets
     as of June 30, 2001, 2000 and 1999                               F-3

    Consolidated Statements of Operations for the
     Years Ended June 30, 2001, 2000 and 1999                         F-4

    Consolidated Statements of Changes in Shareholders'
     Equity (Deficit) for the Years Ended June 30,
     2001, 2000, 1999 and 1997                                        F-5

    Consolidated Statements of Cash Flows for the
     Years Ended June 30, 2001, 2000 and 1999                         F-6

    Notes to Financials                                               F-8








                                      F-1

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



To the Board of Directors and Shareholders of
Odyssey Pictures Corporation

In our  opinion,  the  accompanying  consolidated  balance  sheets  and  related
consolidated  statement of  operations,  shareholders'  equity and of cash flows
present  fairly,  in all material  respects,  the financial  position of Odyssey
Pictures  Corporation  and its  subsidiaries at June 30, 2001, 2000 and 1999 and
the results of their  operations  and their cash flows for the period ended June
30,  2001,2000,  and  1999 in  conformity  with  generally  accepted  accounting
principles.  These financial  statements are the responsibility of the Company's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audit.  We conducted  our audit of these  statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material  misstatement.  An audit includes examining,  on
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for the opinion  expressed
above.

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

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


New York City, New York

/s/ Want & Ender, CPA
----------------------
Want & Ender, CPA, P.C.
November 7, 2001

                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                                               ODYSSEY PICTURES CORPORATION

                                                Consolidated Balance Sheets



Assets
------
<S>                                                                     <C>               <C>                <C>
                                                                              June 30,          June 30,           June 30,
                                                                                2001              2000               1999
                                                                         --------------   ----------------   ---------------
      Cash                                                                     $ 1,163           $ 31,215           $ 4,715
      Accounts receivable, net of allowances
      of $0 and $0                                                              87,406            208,511            81,986
      Notes receivable                                                         153,774            149,296           131,272
      Film costs, net                                                        3,923,405          4,095,824         4,383,629
      Prepaid expenses and other                                               409,706            450,906           380,906
      Investments                                                            1,220,742          1,001,100           456,600
                                                                         --------------   ----------------   ---------------

           TOTAL ASSETS                                                    $ 5,796,195        $ 5,936,852       $ 5,439,108
                                                                         ==============   ================   ===============

Liabilities and Shareholders' Equity (Deficit)
----------------------------------------------

Liabilities

      Accounts payable and accrued expenses                                    699,563            819,038         $ 805,071
      Accrued wages/management contracts/structured payments                 1,050,368            709,545           839,185
      Accrued interest                                                         226,414            226,414           163,198
      Due to producers and participants                                        250,000            250,000           250,000
      Deferred revenues                                                              0             29,000            29,000
      Notes and loans payable                                                1,517,135            835,680         1,192,081
                                                                         --------------   ----------------   ---------------

      Total Liabilities                                                    $ 3,743,480        $ 2,869,678       $ 3,278,535
                                                                         ==============   ================   ===============

      Commitments and contingencies

Shareholders' Equity (Deficit)

      Preferred stock, Series A, par value $.10;
      Authorized - 10,000,000 shares
                                                                                     0                  -            50,000
      Preferred stock, Series B, par value $.10
      Authorized - 10,000,000 shares
                                                                                     0            450,000           450,000
      Common stock, par value $.01;
      Authorized - 40,000,000 shares
      Issued and outstanding -
           21,174,340; 13,103,428; and 8,284,728                               211,743            131,034            82,847
      Capital in excess of par value                                        35,624,038         34,820,443        32,704,197
      Accumulated deficit                                                  (33,783,061)       (32,334,304)      (31,126,471)
                                                                                                             ---------------
      Total shareholders' equity (deficit)                                   2,052,720          3,067,173         2,160,573
                                                                         --------------   ----------------   ---------------

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)            $ 5,796,200        $ 5,936,850       $ 5,439,108
                                                                         ==============   ================   ===============




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

                                                               F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                              ODYSSEY PICTURES CORPORATION
                                                  For the Year Ended
                                              June 30, 2001, 2000 and 1999


                                        Consolidated Statements of Operations

 <S>                                                       <C>               <C>                <C>
                                                                  2001                2000               1999
                                                           -----------------    ----------------   ----------------
Revenue
                                                                   $  3,706           $ 146,485          $ 288,430
Expenses

       Costs related to revenues                                    152,953             140,580            261,050
       Selling, general and
       administrative expenses                                    1,242,737           1,136,617          1,282,553
                                                           -----------------    ----------------   ----------------
                                                                  1,395,689           1,277,197          1,543,603
                                                           -----------------    ----------------   ----------------

       Operating income (loss)                                   (1,391,983)         (1,130,712)        (1,255,173)

Other income (expenses)

       Other income                                                       -                   -                  -
       Interest income                                               12,001              25,944             15,004
       Interest expense                                             (68,776)           (103,063)          (149,604)
       Loss on sale of joint venture interests                            -                   -                  -
       Other income
                                                           -----------------    ----------------   ----------------

       Income (loss) from operations
       before provision for income taxes                         (1,448,758)         (1,207,831)        (1,389,773)
       Provision / Benefit for income taxes                                                   -                  -

       NET INCOME (LOSS)                                        $(1,448,758)        $(1,207,831)       $(1,389,773)
                                                           =================    ================   ================



Basic income (loss) per share                                       $ (0.08)            $ (0.11)           $ (0.22)

       Weighted average common
       shares outstanding                                        17,213,988          11,093,198          6,459,396
                                                           =================    ================   ================

Diluted income (loss) per share                                     $ (0.08)            $ (0.11)           $ (0.22)

       Weighted average common
       shares outstanding                                        17,213,988          11,093,198          6,459,396
                                                           =================    ================   ================




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

                                                        F-4
</TABLE>

<PAGE>
<TABLE>
                                                                ODYSSEY PICTURES CORPORATION
                                             Consolidated Statements Of Changes in Shareholders' Equity (Deficit)
<CAPTION>
<S>                                     <C>          <C>        <C>           <C>         <C>            <C>           <c>
                                    Preferred Stock    Preferred Stock
                                       Series A           Series B          Common Stock                                   Total
                                                                                              Capital in               Shareholders'
                                                                                               Excess of    Accumulated    Equity
                                     Shares    Amount   Shares   Amount      Shares   Amount   Par Value      Deficit     (Deficit)
                                    --------  ------- --------- --------   --------- -------- -----------   ------------ -----------
Balances - June 30, 1996               -      $    -            $  -       2,591,242   25,913 $25,911,366  $(28,686,092) (2,748,813)
  Issuance of shares to officers
     in payment of notes                                                      78,948      789      44,211                    45,000
  Re-issue of unexchanged shares
    shares previously cancelled                                               65,825      659        (659)                        -
  Issuance of shares in consideration
     for services rendered                                                    43,500      435      33,665                    34,100
  Sale of shares to equity
     investors                                                               500,000    5,000     370,000                   375,000
  Net income                                                                                                     68,808      68,808
                                    --------  ------- --------- --------   --------- -------- -----------  ------------- -----------
Balances - June 30, 1997               -          -       -       -        3,279,515  $32,796 $26,358,583  $(28,617,284)$(2,225,905)
  Issuance of shares of preferred
     stock to equity investors       500,000   50,000                                             450,000                   500,000
  Issuance of shares of common stock
     in exchange for cancellation
     notes payable and other
     liabilities                                                           1,010,455   10,104     529,235                   539,339
  Issuance of shares of common stock
     to equity investors                                                      66,667      667      49,333                    50,000
  Issuance of shares of stock in
     exchange for cancellation of
     deferred compensation notes                                             667,648    6,676     165,823                   172,499
  Issuance of shares of common stock
     in consideration for service
     rendered                                                                  5,000       50                                    50
  Net loss                                                                                                   (1,119,414) (1,119,414)
                                     -------  ------- --------- --------   --------- -------- -----------  ------------- -----------
Balances - June 30, 1998             500,000  $50,000     -         -      5,029,285  $50,293 $27,552,973  $(29,736,698)$(2,083,432)
  Issuance of shares of common stock
     as partial consideration for
     loans made to company                                                    45,000      450      19,350                    19,800
  Issuance of shares of preferred
     stock for purchase of Kimon film
     library and other assets                         4,500,000  450,000                        4,050,000                 4,500,000
  Issuance of shares to officers in
     payment of notes                                                        830,055    8,301     251,943                   260,244
  Issuance of shares of common stock
     in consideration for barter
     services to be rendered                                                 200,000    2,000      86,000                    88,000
  Issuance of shares in consideration
     for legal services rendered                                             100,000    1,000      39,000                    40,000
  Issuance of shares of common stock
     to equity investors                                                   1,500,000   15,000     425,693                   440,693
  Issuance of shares of common stock
     to officer as contract signing bs                                        50,000      500      16,500                    17,000
  Issuance of shares in consideration
     for services to be rendered                                             181,667    1,816     104,000                   105,816
  Issuance of shares of common stock
     in full satisfaction of a loan
     and accrued interest                                                    348,721    3,487     158,738                   162,225
  Net loss                                                                                                   (1,389,773) (1,389,773)
                                    --------  ------- --------- -------- ----------- -------- -----------  ------------- -----------
  Balances - June 30, 1999           500,000  $50,000 4,500,000 $450,000   8,284,728 $ 82,847 $32,704,197  $(31,126,471) $2,160,573
  Issuance of shares of common stock
     as partial consideration for
     loans made to company                                                 3,000,000   30,000   1,170,000                 1,200,000
  Issuance of shares of common stock
     to equity investors            (500,000) (50,000)                     1,818,700   18,187     946,246                   914,433
  Net loss                                                                                                   (1,207,831) (1,207,831)
                                    --------  ------- --------- -------- ----------- -------- ------------ ------------- -----------
Balances - June 30, 2000                  -        -  4,500,000 $450,000  13,103,428 $131,034 $34,820,443  $(32,334,302) $3,067,175
                                    --------  ------- --------- -------- ----------- -------- ------------ ------------- -----------
Issuance of shares of common stock                   (4,500,000)(450,000)  4,101,239   41,012     408,988
     to equity investors                                                   3,969,673   39,697     394,607                   434,304
Net loss                                                                                                     (1,448,758) (1,448,758)
                                    --------  ------- --------- -------- ----------- -------- ------------ ------------- -----------
Balances - June 30, 2001                  -        -          -        -  21,174,340 $211,743 $35,624,038  $(33,783,061) $2,052,720
                                    ========  ======= ========= ======== =========== ======== ============ ============= ===========


                       The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                          F-5
<PAGE>
<TABLE>
<CAPTION>

                                              ODYSSEY PICTURES CORPORATION
                                          Consolidated Statements of Cash Flows


                                                                                     For the Years Ended June 30,
                                                                                  2001           2000            1999
                                                                           --------------- --------------  --------------
<S>                                                                     <C>               <C>                <C>

Cash Flows From Operating Activities:
       Net income (loss)                                                     $ (1,448,758)   $(1,207,831)    $(1,389,773)
       Adjustments to reconcile net income (loss)
       to net cash used in
       operating activities:
          Amortization of film costs                                              107,664        303,388         162,931
          Additions to film costs                                                                 30,583        (153,179)
          Other depreciation and amortization                                      27,080                         21,500
          Issuance of shares of common stock in consideration
          for services rendered                                                                                   76,816
       Changes in assets and liabilities:
          Accounts receivable, net                                                116,627         25,101         (72,486)
          Notes receivable and advances                                                          119,449         (31,272)
          Prepaid expenses and other                                               40,200         70,000         (10,165)
          Accounts payable and accrued expenses                                   400,448        (13,967)        (60,852)
          Due to producers and participants                                                                            -
          Deferred revenues                                                                                            -
          Accrued wages                                                          (631,002)       678,123         381,391
          Accrued interest                                                                       (63,217)        113,255
                                                                           --------------- --------------  --------------

              Net cash used in operating activities                            (1,387,740)       (58,371)       (961,834)
                                                                           --------------- --------------  --------------

Cash Flows From Investing Activities:
       Purchase of stock in E-3 Sports New Mexico, Inc.                                                           (6,600)
       Acquisition of fixed assets (Purchase Pooling)                                           (544,500)
       Subsidairy Activity                                                       (180,668)
              Net cash used in investing activities                              (180,668)      (544,500)         (6,600)
                                                                           --------------- --------------  --------------

Cash Flows From Financing Activities:

       Net proceeds from private placement sale of common stock                   405,000        896,000         440,693
       Net proceeds/payments - notes and loans payable                          1,133,356       (524,120)        528,125

       Issuance of shares of common stock to equity investors                                    257,490               -

       Net cash provided by financing activities                                1,538,356        629,370         968,818
                                                                           --------------- --------------  --------------

       Net increase (decrease) in cash                                            (30,052)        26,499             384
       Cash at beginning of period                                                 31,214          4,715           4,331
                                                                           --------------- --------------  --------------

       Cash at end of period                                                      $ 1,162       $ 31,214         $ 4,715
                                                                           =============== ==============  ==============



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

                                                          F-6
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                               ODYSSEY PICTURES CORPORATION
                                          Consolidated Statements of Cash Flows


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

                                                                                   2001          2000          1999
                                                                               ------------- -------------  ------------
Supplemental Disclosures of Cash Flow Information:

Non-cash transactions:

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

Cash paid during the year for:

      Interest                                                                                        $ -           $ -
                                                                                             =============  ============

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




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

                                                        F-7
</TABLE>

<PAGE>
                          ODYSSEY PICTURES CORPORATION
                   Notes to Consolidated Financial Statements

All  schedules  have been  omitted  because  the  requested  information  is not
required,  or,  because the  information  required is included in the  financial
statements or notes thereto.

1.  Summary of Significant Accounting Policies:

a)   Organization and Nature of Operations:

     Odyssey Pictures Corporation (the "Company") was organized in December 1989
     as a Nevada corporation.  It was primarily  structured as a holding company
     for media activities. The Company is currently engaged in the international
     distribution of motion pictures,  and manages certain investments through a
     recently  formed  subsidiary  named Odyssey  Ventures  Online Holding S.A.,
     which is based in Luxembourg.

b)   Principles of Consolidation:

     The consolidated  financial statements include the accounts of the Company,
     its  wholly-owned  subsidiaries  and  majority  owned or  controlled  joint
     ventures. All significant intercompany accounts have been eliminated.

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

c)   Revenue Recognition:

     Revenues from foreign theatrical, home video, television and pay television
     licensing   contracts  are  recognized  when  the  film  is  available  for
     exhibition  by the  licensee  and when certain  other  conditions  are met.
     Revenues from domestic  theatrical  distribution of films are recognized as
     the films are exhibited.

     Virtually all of the Company's revenues for the period ended June 30, 2001,
     2000,  1999, and 1998 were from foreign  distribution  rights and residuals
     relating thereto.

d)   Film Costs:

     Film costs  include  (1)  development  cost,  (2) cost of  production,  (3)
     investment in  distribution  rights,  and (4)  marketing  and  distribution
     expenses.   Film  costs  are   amortized,   and   estimated   residual  and
     participation  costs are accrued,  on an individual film basis in the ratio
     that the current year's gross film revenues bear to  management's  estimate
     of total ultimate gross film revenues from all sources.

     Film  costs are  stated at the lower of cost or  estimated  net  realizable
     value on an individual film basis.  Ultimate revenue and cost forecasts for
     films are periodically reviewed by management and revised when warranted by
     changing  conditions.  When  estimates of total revenues and costs indicate
     that a film will result in an ultimate  loss,  additional  amortization  is
     provided to fully recognize such loss.

e)   Investments:

     Investments  consist  of  shares  of  common  stock of two  privately  held
     corporations,  representing  18% ownership of each of the  corporations and
     one other  corporation  in which the  Company  has a 99%  ownership.  These
     investments are accounted for using the cost method.

f)   Earnings (Loss) Per Share:

     Earnings (loss) per share are computed using the weighted average number of
     common shares outstanding during the respective  periods,  adjusted for the
     dilutive effect, if any, of outstanding stock options and warrants.

                                      F-8
<PAGE>
                          ODYSSEY PICTURES CORPORATION
                   Notes to Consolidated Financial Statements


g)   Use of Estimates:

     The  preparation  of financial  statements  in  accordance  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported  amounts and disclosures in financial
     statements. Actual results could differ from those estimates.

h)   Fair Value of Financial Instruments:

     The carrying  value of cash,  notes  receivable and notes and loans payable
     approximates  fair  value  because  of the  short-term  maturity  of  these
     instruments.

i)   Impact of Recently Issued Accounting Standards:

     None to report.


2.   Change in Management Control:

     In March 1998, the Board of Directors  appointed Mr. Johan Schotte as Chief
     Executive Officer and Chairman of the Board of the Company,  and Mr. Pierre
     Koshakji as President and Director of the Company. Former management agreed
     to terminate  their existing  employment  agreement in exchange for revised
     employment and consulting agreements. An affiliate of Mr. Schotte purchased
     convertible   deferred   compensation  notes  from  former  management  and
     converted a portion of those  notes into  667,648  shares of the  Company's
     common stock in April 1998. The balances of these notes were converted into
     176,050 shares of common stock in October 1998.

     In connection  with the change in management,  the Company  acquired an 18%
     ownership interest in two corporations  affiliated with Mr. Schotte, one of
     which is the owner of a  professional  soccer team in New  Mexico,  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.

     Mr. Ira Smith, one of the Company's  Directors on the Board,  resigned as a
     Director on July 2, 1998 to pursue other business interests.  Mr. Dominique
     Verhaegen  and Mr. Yves Bayle  resigned from the Board in November 1998 for
     personal  reasons.  Mr. Ian Jessel was appointed to the Board as of January
     1, 1999.  Mr.  Jessel was also  appointed  as CEO of the  Company's  Motion
     Picture and Television Division.

     In December 1998,  the Company hired Mr. Ian Jessel,  who is past President
     of Miramax International and who joined the Company's Board of Directors on
     January 1, 1999,  to head up its film  division.  Mr.  Jessel  resigned his
     position  with the  Company  in June  1999.  From that  point,  Mr.  Pierre
     Koshakji,  a board member, was appointed  President of the company on a one
     year  basis.  In January of 2000,  the Board  appointed  Mr. John Foster as
     President  of the company and also  elected him to the Board of  Directors.
     Mr. Koshakji  maintained a position as Secretary and as a consultant to the
     company for another period of six months, which ended June 30, 2000.

     Mr. Foster still  remains as the  company's  President and his contract was
     renewed for the periods ending June 30, 2001 and 2002.

     Subsequently,  Mr. Foster was nominated as CEO and Chairman of the Board on
     July 6, 2001.  Mr.  Schotte  stepped down as CEO and became  Executive Vice
     Chairman,   with  plans to  eventually  manage  the  operations  of Odyssey
     Ventures Online Holding S.A.


                                      F-9
<PAGE>
                          ODYSSEY PICTURES CORPORATION
                   Notes to Consolidated Financial Statements


3.   Results of Operations and Management's Plans:

     The Company's  continued existence is dependent upon its ability to resolve
     its liquidity  problems.  The Company must achieve and sustain a profitable
     level of  operations  with  positive cash flows and must continue to obtain
     financing  adequate to meet its ongoing operation  requirements.  To offset
     these factors,  the company has embarked on an aggressive  capital campaign
     and has been in development for  determining  its most effective  method of
     exploiting  recently acquired film rights and  re-establishing its contacts
     in the foreign and US Home Video markets.

     Net loss for the period  ended  June 30,  2001 was due to the fact that the
     Company  did not  release  any new  films  and did not  enter  into any new
     agreements for the release of existing rights in films.  Net income for the
     period  ended June 30, 2001 was due  primarily  from  various  transactions
     which are explained in the category of "Other Income" below.

     Since the change in management  control in March 1998,  new  management has
     embarked on a program to reverse the unfavorable  results by  significantly
     reducing overhead,  taking steps to recapitalize the Company, and acquiring
     interests in new pictures in development or pre-production 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.

     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 and as of June 30, 2001, the Company had
     four full-time  employees,  consisting of Mr. Schotte, Mr. Foster, the CEO,
     President/Secretary, and two administrative assistants, respectively.

4.   Acquisition of Film Assets:

     On July 14, 1998, the Company entered into an Asset Purchase Agreement with
     Sweden based Kimon Mediarright KB ("Kimon"),  pursuant to which the Company
     acquired  certain  intangible  assets from Kimon valued at  $4,500,000.  In
     exchange,  the  Company  agreed to issue to Kimon  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.  The Series B Preferred
     Stock is subordinate to the Company's Series A Preferred Stock,  consisting
     of  500,000  shares  (plus  accruals   thereunder)   having  a  liquidation
     preference  of $1.00 per  share.  Kimon had 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  Scandinavian  distribution  rights and Scandinavian
     video distribution rights to certain Hallmark  Entertainment  products. The
     contract was  conditioned on the consent of Hallmark  Entertainment  to the
     assignment of its  distribution  agreement with Kimon to the Company.  Such
     consent was obtained in August 1998. In connection with the acquisition, an
     affiliate of Kimon agreed to render  management  services to the Company in
     connection  with the marketing of the  distribution  rights acquired by the
     Company. In consideration of such management  services,  the affiliate will
     receive  certain  royalties  based  on  sales of the  Hallmark  films  plus
     reimbursement of cost incurred in connection with such management services.
     As of December 31, 2000, the Board of Directors of the Company had approved
     to extend the conversion  period for the Kimon Shares.  This was mainly due
     to the fact the Management of the Company has restructured certain terms of
     the  Purchase  Agreement  and  has  reduced  the  effective  costs  of  the
     transaction. In addition, Kimon would assist, as an agency relationship, in
     further  developing the sales efforts and  furthering  the Company's  sales
     efforts  with its  Internet  company,  Filmzone.com,  which the Company has
     acquired  recently within the terms of the  restructured  transaction,  and
     would  design the Company  Website  for its  marketing  expansion  into the
     Internet related business.

                                      F-10
<PAGE>
                          ODYSSEY PICTURES CORPORATION
                   Notes to Consolidated Financial Statements


     On February 26, 2001,  all of the Preferred  Shares of Kimon were converted
     to Common Shares under a revised  valuation.  There were  4,101,283  shares
     issued for the 4,500,000  Preferred  Shares.  All are restricted under rule
     144 provisions.

5.   Income Taxes:

     At June 30,  2001,  the  Company  had a federal  net  operating  loss carry
     forward,  for tax purposes,  of approximately  $34,820,443 expiring through
     2011. The utilization of approximately $4,900,000 of these losses in future
     periods is estimated by the Company to be limited to approximately $350,000
     per year (the "annual earnout limitation").

6.   Notes and Loans Payable:

     In January of 2001,  the  company has entered  into a  settlement  with Ian
     Jessel (Ian Jessel vs. Odyssey Pictures Corporation) of which an amount was
     agreed upon to be paid over a period of time.  This amount has been reduced
     from the  accrued  portion  of the  balance  sheet and  entered  into notes
     payable, resulting in an increase to the Notes Payable,

     In June of 2001, the company  borrowed funds through a related party of Mr.
     Schotte and from a related  investor of Odyssey in order to pay the initial
     payment to Mr. Jessel.  Part of the repayment of this amount is contributed
     through Mr. Schotte by a reduction of past salaries due Mr. Schotte.

7.   Commitments and Contingencies:

     Lease Commitments:

     The Company  conducts its  operations  out of sub-leased  premises at 16910
     Dallas  Parkway,   Suite  104,  Dallas,   Texas  75287  which  consists  of
     approximately  2,500 square feet.  The  premises are  presently  being made
     available  to the Company as a sublease by another  company  related to Mr.
     Foster,  named JL Media Services LLC. Rent expense for the space is $ 2,500
     per month, with a $2,500 deposit and will continue for a period of 5 years,
     to March 1 of 2006.  The Company has storage  facilities to store its older
     records and film materials and leases on a month-to-month  basis of $500.00
     each month.

     In  addition,  the  company has leased  space from Media  Trust,  S.A.,  an
     affiliated  company of Mr.  Schotte and one in which the Company has an 18%
     interest,  on a  month-to-month  basis,  non-renewed on July 1, 2001 at the
     rate of $1,000 per month.

8.   Shareholders' Deficit

     Management has omitted discussion of this section.

9.  Stock Options and Warrants:

     The Company has an Incentive  Stock Option Plan (The "Option Plan") for its
     key  employees  providing  for the  granting  of options to acquire  common
     stock.  The maximum  number of shares of common stock subject to the Option
     Plan is 75,000,  plus 5% of any  increase  in the  number of issued  shares
     after the effective date of the Merger, excluding any increase due to stock
     awards to key  employees or as result of the  conversion  of Class A stock.
     The price for the shares  covered by each option will not be less than 100%
     of the fair  market  value at the date of grant  (110% for  holders of more
     than 10% of the company's  common stock).  Options granted expire ten years
     from the date of grant  (five  years  for  holders  of more than 10% of the
     Company's common stock).



                                      F-11
<PAGE>
                          ODYSSEY PICTURES CORPORATION
                   Notes to Consolidated Financial Statements


     During the fiscal year ended June 30, 1997,  a total of 1,153,333  warrants
     were  issued  to  officers,  directors,  employees,  consultants  and third
     parties,  exercisable  at prices ranging from $ .625 per share to $1.06 per
     share.  The warrants are exercisable for periods ranging from three to five
     years. None of such warrants was exercised during fiscal year 1999 or 1998.

     During the fiscal  year ended June 30,  1998,  a total of 254,260  warrants
     were issued to third parties,  exercisable at prices ranging from $1.00 per
     share to $1.65 per share.  The warrants are exercisable for periods ranging
     from two to five years.  None of such warrants was exercised  during fiscal
     year 1999 or 1998.

     During the fiscal  year ended June 30,  1999,  a total of 467,660  warrants
     were  issued  to  officers,   directors  and  holders  of  notes   payable,
     exercisable at prices ranging from $.55 to $1.65. The warrants  exercisable
     for  periods  ranging  from two to five  years,  except  for two  officers'
     issuances  which  have no  expiration  date.  None of  such  warrants  were
     exercised during fiscal year 1999.

     During the fiscal  year ended June 30,  2000,  no  warrants  were issued to
     officers, directors and holders of notes payable. Warrants to be issued, if
     any, were deferred by management.

     During the fiscal  year ended June 30,  2001,  no  warrants  were issued to
     officers, directors and holders of notes payable. Warrants to be issued, if
     any, were deferred by management.


10.  Related Party Transactions:

     In November  1998,  the Company  entered into the  following  related party
     transaction  with E 3  Sports  New  Mexico,  Inc.,  a  company  which is an
     affiliate of Mr.  Schotte and Mr.  Koshakji  (the CEO and  President of the
     Company,  respectively) 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 E 3 Sports New Mexico, Inc.).

     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
     has 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 29,537 five-year
     warrants will be issued to Media Trust,  S.A. with exercise  prices ranging
     from $ .38 per share to $ .98 per share.

     In December 1998,  Lecoutere  Finance S.A., an affiliate of the then CEO of
     the Company,  purchased 625,000 shares of common stock from the Company for
     an  aggregate  consideration  of $187,500  ($.30 per share).  The price was
     based on the average  price of the  Company's  common  stock for the 30 day
     period  preceding the date of purchase (i.e., $ .37 per share),  less a 20%
     discount due to the restricted nature of the shares purchased. (See Related
     party transactions").


                                      F-12
<PAGE>
                          ODYSSEY PICTURES CORPORATION
                   Notes to Consolidated Financial Statements


     On December 1, 1998, a total of 50,000  three-year  warrants were issued to
     three   parties   (one  of  which  is  an  affiliate  of  the  Company)  in
     consideration  of extending the maturity date of loans to the Company.  The
     warrants have an exercise price of $1.00 per share.

     In October of 2000, a non-related  party exercised  warrants for a purchase
     price of $25,000 for $1.00 per share consideration.


11.  Subsequent Events:

     As of June 30, 2001,  the note payable to Mr.  Jessel in  settlement of the
     contract  lawsuit,  had two  remaining  payments due. One being on July 31,
     2001 and the final being on August 30, 2001.  Mr.  Jessel was notified that
     these  payments would not be met. An extension was granted by Mr. Jessel to
     November of 2001.

     In September of 2001, the Company reached a settlement with the outstanding
     lawsuit brought about by Mr. Dennis Morgan. Payments for the settlement are
     to begin in October 30, 2001 with the final  payment(s)  extending into the
     year 2002. The Company has an option for discounting  the total  settlement
     should it have the financial ability to do so at the time.

     On July 6,  2001,  the Board of  Directors  conducted  a meeting  wherein a
     change in management was initiated through an approved plan. Effective July
     1, 2001,  Mr.  Schotte  stepped down as CEO and Chairman and Mr. Foster was
     elected to the positions of CEO and Chairman.  Mr.  Schotte  remains on the
     Board as Executive  Vice  Chairman.  The purpose of this  adjustment  is to
     organize  the  direction of the company to focus mainly on its core of past
     business in that of film revenues and  distribution.  Mr. Schotte has plans
     to manage the  subsidiary  of Odyssey  Ventures  Online  Holding  S.A.  and
     maintain its interests in continued investing activities.





















                                      F-13

<PAGE>