UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

_________________

FORM
10-K

_________________

þANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended: June 30, 2012

or

oTRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from: _______ to ______

_________________

ODYSSEY PICTURES CORPORATION

(Exact
name of registrant as specified in its charter)

_________________

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

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

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

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

Title
of each className of each exchange on which registered

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

Title
of each class



Common Stock: $.01 Par Value

Name of each exchange on which registered

None

_________________

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o     No  þ



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  þ     No  o



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  þ     No  o



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  o



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     Yes  o     No  þ

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

|Large accelerated filer  o | Accelerated filer  o | Non-accelerated filer  o | Smaller reporting company  þ
|-------------------------- | -------------------- | ------------------------ | ----------------------------

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





The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of June 30, 2012 was approximately $4,591,175 (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.







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

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

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

(APPLICABLE
ONLY TO CORPORATE REGISTRANTS

Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.





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



DOCUMENTS INCORPORATED BY REFERENCE

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

















ODYSSEY PICTURES CORPORATION

Form 10-K

Report for the Fiscal Year

Ended June 30, 2012







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













PART
I



ITEM
1.	DESCRIPTION OF BUSINESS



|(a) |  | General
                                                                               Development of Business
|--- |  | --------------------------------------------------------------------------------------------------------------



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



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



|(b) |  | Narrative
                                                                               Description of Business
|--- |  | ----------------------------------------------------------------------------------------------------------------



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



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



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





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



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



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



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



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



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



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



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



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



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



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









Competition



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



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



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



Operations



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



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



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



ITEM
2.	PROPERTIES



During
the reported period, the Company conducted its operations out of leased premises at 2321 Coit Rd. Suite E, Plano, Texas, consisting
of approximately 2,500 square feet. Rent expense for each of the fiscal years through end of term at June 30, 2012, is as follows:





| | June
                                                                                       30, 2012 | $ | 23,192
| | ---------------------------------------------------------------------------------------------------- | - | ------
| | June
                                            30, 2011                                            | $ | 30,923





ITEM
3.	LEGAL PROCEEDINGS





Watson,
Farley and Williams v. Odyssey Pictures Corp., Gold Leaf Pictures, Belgium, Johan Schotte, Chardonnay Enterprise Ltd, and A Hero
From Zero N.V. Complaint filed April 30, 2001, New York Supreme Court, New York County, for balance owing for services rendered
from the period beginning 1997 through to April of 2001 to all named defendants. Odyssey has answered this complaint, although
it was not notified until August 10, 2001 denying its position in the named defendants. Odyssey contends that it did, in fact,
pay any and all outstanding related legal bills related to the Plaintiff’s corporate involvement. Odyssey offered a settlement
in 2002, however, no response has been made from the Plaintiff on this matter as of the close of business on June 30, 2012.



On
June 30, 2006 the Company entered into a settlement agreement with ThorFilms, LLC. as to claims of each whereby the Company agreed
to make payment of $100,000 to ThorFilms, LLC prior to December 30, 2006. In the reported period, the Company has entered into
subsequent negotiations in this matter. Is has made initial payments toward the settlement of this claim which it expects to conclude
in the coming fiscal year.



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





ITEM
4.	MINE SAFETY DISCLOSURES. NONE REQUIRED













PART
II



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



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



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



Common
Stock



|Fiscal 2011    |  | High |      | Low
|-------------- |  | ---- | ---- | ---
|First Quarter  |  | $    | .08  |    
|Second Quarter |  |      | .08  |    
|Third Quarter  |  |      | .12  |    
|Fourth Quarter |  |      | .114 |    



|Fiscal 2012    |  | High |      | Low
|-------------- |  | ---- | ---- | ---
|First Quarter  |  | $    | .135 |    
|Second Quarter |  |      | .14  |    
|Third Quarter  |  |      | .10  |    
|Fourth Quarter |  |      | .048 |    



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



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



During
the year ended June 30, 2012, the Company issued 2,765,694 shares of common stock in settlement of existing obligations. In addition
1,700,000 common shares were issued to Mr. Foster pursuant to an existing compensation plan.

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



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



Overview



During
all periods included in this Annual Report, the Company has maintained consistent operations. As of the date of this report, the
Company has had limited ongoing operations catering to a single client with services consisting of: creating brand marketing,
web site design and development services, Internet broadcast development specialized graphics and online business presentation
services to Company’s client and a limited numbers of its companies. These projects are managed by the Company and are completed
using principally third party contract services. The revenue derived from these services has assisted the Company with capital
to pay legal fees to settle claims and expenditures to maintain the Company in compliance with Securities and Exchange Commission
regulations such as accounting and auditing and other costs related to financial disclosure obligations.



Results
of Operations for years ended June 30, 2011 and 2012



Sales
for the year ended June 30, 2012 were $1,270,609 compared to $1,604,500 for the year ended June 30, 2011 resulting in Income Before
other Income and Taxes of $57,758 for the period ended June 30, 2012 up from ($99,800) the prior year.



Amortizable
capitalized film inventory costs related to revenues on licensees and the receipt of payments on residuals have been fully amortized
or impaired in prior periods. We expense all current costs as incurred. Selling, general and administrative expenses decreased
to $953,594 for the year period ended June 30, 2012 from $1,114,600 for the prior year.



Interest
expense decreased to $31,911 for the year ended June 30, 2012 from $63,400 for the prior year. We recognized the full discount
as interest expense in the current period.



In
2011 and 2012 we wrote off certain accounts payable in which no attempts at collection had been made or which we had determined
were barred from collection by the Texas and New York statute of limitations. We also negotiated revised amounts and terms on
a trade payable and two judgments. A summary of the amounts recognized as income from the discharge of debt is as follows:

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



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



As
of June 30, 2012, the Company had no agreements with sub-distributors relating to distribution commitments or guarantees that
had not been recognized in the statement of operations.



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

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

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







Liquidity
and Capital Resources



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

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

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



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







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



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



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

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

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

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



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

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

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

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





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



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





Commitments
and Capital Expenditures



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



Critical
Accounting Policies Involving Management Estimates and Assumptions



Our
discussion and analysis of our financial condition and results of operations is based on our financial statements. In preparing
our financial statements in conformity with accounting principles generally accepted in the United States of America, we must
make a variety of estimates that affect the reported amounts and related disclosures.



Revenue
Recognition. The Company recognizes revenue in accordance with the provisions of Statement of Financial Accounting Standards
No. 139 and American Institute of Certified Public Accountants Statement of Position 00-2 (collectively referred to as "SOP
00-2"). Revenues from licensing contracts are recognized when the project is completed and delivered or is available for
exhibition by the licensee or client and when certain other conditions are met. All revenues for the periods presented were derived
principally from royalty and services contract and, in some cases, the foreign distribution rights and continuing ancillary revenues
from media products that the Company has had in circulation, such as foreign income from soundtracks or other revenue not previously
accounted for (known as residuals") relating thereto.



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









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



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



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





Off-Balance
Sheet Arrangements



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





ITEM
8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



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



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



None



ITEM
9A.	INTERNAL CONTROLS AND PROCEDURES



Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
by our Company is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the
SEC. John Foster, our Chief Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining
disclosure controls and procedures for our Company.



Our
management has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2012 (under the supervision
and with the participation of the Chief Executive Officer and the Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated
under the Exchange Act. As part of such evaluation, management considered the matters discussed below relating to internal control
over financial reporting. Based on this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have
concluded that our Company's disclosure controls and procedures were not effective as of June 30, 2012 due to the lack of sufficient
personnel to assure segregation of duties and lack of a GAAP accounting professional on staff. Management with the assistance
of its Securities Counsel will closely monitor all future filings to ensure completeness of all Company filings.



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



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



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



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



MANAGEMENT'S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



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



Our
management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company's internal control
over financial reporting as of June 30, 2012. In making this assessment, our management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control -- Integrated Framework. Based on
this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure
controls and procedures were not effective as of June 30, 2012 due to the following:



| | · | Company's
                                                                disclosure controls and procedures were not effective as of June
                                                                30, 2012 due to the lack of sufficient personnel to assure segregation
                                                                of duties and the lack of a GAAP accounting professional on staff.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



CHANGES
IN INTERNAL CONTROLS OVER FINANCIAL REPORTING



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



INHERENT
LIMITATIONS ON EFFECTIVENESS OF CONTROLS



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









PART
III



ITEM
10.	DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.



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



|Name            |  | Age |    | Position
|--------------- |  | --- | -- | --------
|John W. Foster  |  |     | 59 |         
|Henrik Ljung    |  |     | 32 |         
|Stefan Drakelid |  |     | 59 |         
|Frank Saran     |  |     | 56 |         
|Ralph Boral     |  |     | 52 |         



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



Mr.
John Foster has been an independent financial consultant and analyst specializing in turnaround situations and management restructuring
in specific industries including the entertainment and communications industry. He has extensive background in information systems
and data processing, and worked as a consultant and investment advisor in determining strategies of financing and investments
in motion picture projects for investors, distributors and producers. Mr. Foster served as interim President of the Company from
January 2000 through June 2000, and was formally working in the position of President from that time. His contract was extended
and he is currently serving as Chairman, President and CEO of the Company during the reported period.



Mr.
Henrik Ljung is a founding partner of Ampezzo Partners, LLP a private equity fund specializing in growth stage online media &
marketing businesses. He was previously CEO of Siguiente Capital AB, a private investment firm. He has a Masters Degree in Management
from St. Andrews with earlier studies at the Lubin School of Business and the Universite de la Sorbonne.



Mr.
Stefan Drakelid holds an LL.M. degree from the University of Lund, Sweden. He has specialized in economics, taxation law and legal
issues relating to entertainment since 1981, acting as consultant and co-partner/investor in Scandinavia, Great Britain and the
United States. He is an advisor to Siguiente Capital AB, a venture capital Company in Sweden.



Mr.
Frank Saran received a BS degree in Business in 1979 from Eastern Illinois University. He was previously with Merrill Lynch and
subsequently Shearson, Lehman. He has been an investor in media related companies and has known and worked in various outside
consulting and advisory capacities since 1990.



Mr.
Boral, Director and Chief Operating Officer of the Company was formerly Vice President of Finance and Operations of Name Dynamics,
Inc. Prior to that he was General Manager of Glueworks Animation as well as formerly CFO of Film Foundry, the parent Company of
Glueworks Animation. He has been a Senior Producer for Fox News, Director of Finance for NBC News Channel and Business Manger
for NBC News. He has a Bachelor of Arts degree from Queens College in Communications.



Compliance
with Section 16(a)of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission").
Officers, directors and greater than 10% stockholders are required by the Commission's regulations to furnish the Company with
copies of all section 16(a) forms they file. To the Company's knowledge, based solely on a review of the copies of reports furnished
to the Company during the fiscal year ended June 30, 2012, the Company's officers, directors and greater than 10% stockholders
did not comply with filing requirements under section 16(a) except for disclosure provided in the Company’s 10-K.



ITEM
11.	EXECUTIVE COMPENSATION.



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



|Summary Compensation Table                          |  |                     |     
|--------------------------------------------------- |  | ------------------- | ----
|                                                    |  |                     |     
|Name
        and
        Principal
        Position |  | Fiscal
        Year |     
|John
        W. Foster,
        President/CEO       |  |                     | 2012
|                                                    |  | 2011                |     
|                                                    |  |                     |     
|                                                    |  |                     |     





*Mr.
Foster has deferred a portion of his salary. As of June 30, 2012 Mr. Foster was owed $719,251 up from $656,751 owed as of June
30, 2011. Other compensation for the year ended June 30, 2012 was the value assigned to the 1,700,000 shares paid under Mr. Foster’s
compensation agreement.



Options/Stock
Appreciation Rights:



There were
no stock options and stock appreciation rights ("SARs") granted to executive officers during the fiscal year ended June 30,
2012. Under a new employment agreement with Mr. Foster, we issued 4,000,000 options. Exercise prices are staggered and range from
$0.25 to $2.00. One million options vest each successive anniversary date and expire three years from the date of vesting.





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



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



Director
Compensation



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



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



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



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



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







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



The
following table sets forth information concerning ownership of common stock, as of June 30, 2012, by each person known by the
Company to be the beneficial owner of more than 5% of the common stock, each director and executive officer, and by all directors
and executive officers of the Company as a group.



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







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



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





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



Sales:Our “Branding & Services” agreements with Unilistings UK resulted in $718,788 in revenue in 2012 ($823,000
million in 2011). Unilistings is a Company owned or controlled by a former director of the Company. The former director controls
approximately 8.86 million shares of our stock or about 11.46% as of June 30, 2012. Through FilmZone we generated $708,000 in
revenue in 2011. The revenue was generated through three agreements with entities controlled by Stefan Drakelid, a member of the
Board of Odyssey and beneficial owner of approximately 10% of our common stock.



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



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



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



ITEM
14.	PRINCIPAL ACCOUNTANT FEEES AND SERVICES



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



(2)
Audit Related Fees:	None



(3)
Tax Fees:	None



(4)
All Other Fees:	None









PART
IV



ITEM
15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

| |  | 
| |  | 

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

|3.2 |  | Amendments
                                                                               to Articles of Incorporation filed in March and
                                                                               June, 1996(8)
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.3 |  | Amendment
                                                                               to Articles of Incorporation filed in January,
                                                                               1997 (9)
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.4 |  | By-laws
                                                                               (1)
|--- |  | ------------------------------------------------------------------------------------------

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

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

|4.3 |  | Form
                                                                               of Common Stock Certificate (1)
|--- |  | -------------------------------------------------------------------------------------------------------------------

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

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

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

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

|4.8 |  | Form
                                                                               of Common Stock Purchase Warrant by and between
                                                                               the Company and officers, directors, employees
                                                                               and consultants of the Company for warrants issued
                                                                               during the fiscal year ended June 30, 1996 (8)
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

|10.01 |  | 1989
                                                                                 Long Term Incentive Plan (1)
|----- |  | ------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

|21.1 |  | Subsidiaries
                                                                                of the Registrant (3)
|---- |  | ------------------------------------------------------------------------------------------------------------------

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

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















|                                        |                                                                     | Odyssey Pictures Corporation                 
|--------------------------------------- | ------------------------------------------------------------------- | ---------------------------------------------
|                                        |                                                                     | Consolidated Balance Sheets                  
|                                        |                                                                     |                                              
|                                        |                                                                     |                                              
|                                        |                                                                     |                                              
|                                        |                                                                     |                                              
|Assets                                 
|                                        |                                                                     |                                              
|Current assets                          |                                                                     |                                              
|                                        | Cash and cash equivalents                                           | $                                            
|                                        | Accounts receivable                                                 |                                              
|                                        | Prepaids                                                            |                                              
|                                        |                                                                     | Total current assets                         
|                                        |                                                                     |                                              
|Property and equipment, net             |                                                                     | 7,858                                        
|                                        |                                                                     |                                              
|Other assets                            |                                                                     |                                              
|                                        | Production advances                                                 |                                              
|                                        | Other                                                               |                                              
|                                        |                                                                     | Total other assets                           
|                                        |                                                                     |                                              
|                                        |                                                                     | Total assets                                 
|                                        |                                                                     |                                              
|                                        |                                                                     |                                              
|Liabilities and stockholders deficiency
|                                        |                                                                     |                                              
|Current liabilities                     |                                                                     |                                              
|                                        | Accounts payable and accrued expenses                               | $                                            
|                                        | Accounts payable-related parties                                    |                                              
|                                        | Accrued interest                                                    |                                              
|                                        | Other accrued expenses                                              |                                              
|                                        | Legal settlements and judgments                                     |                                              
|                                        | Current debt obligations due within one year                        |                                              
|                                        | Debt obligations in default                                         |                                              
|                                        | Liability to issue common stock                                     |                                              
|                                        | Deferred income                                                     |                                              
|                                        | Convertible debt derivative liability                               |                                              
|                                        |                                                                     |                                              
|                                        |                                                                     | Total current liabilities                    
|                                        |                                                                     |                                              
|                                        | Related parties                                                     |                                              
|                                        | Reserve for loss contingencies                                      |                                              
|                                        |                                                                     | Total liabilities                            
|                                        |                                                                     |                                              
|Stockholders' equity                    |                                                                     |                                              
|                                        |                                                                     |                                              
|                                        | Common stock, $.01 par value; 110,000,000 shares                    |                                              
|                                        | authorized, 77,316,582 and 72,850,888 shares issued and outstanding |                                              
|                                        | at June 30, 2012 and 2011, respectively                             |                                              
|                                        | Additional paid-in capital                                          |                                              
|                                        | Unamortized deferred compensation                                   |                                              
|                                        | Accumulated deficit                                                 |                                              
|                                        |                                                                     | Total stockholders' deficiency               
|                                        |                                                                     |                                              
|                                        |                                                                     | Total liabilites and stockholders' deficiency





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















|Odyssey Pictures                                            
|------------------------------------------------------------
|Consolidated Statement of Operations                        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|Net sales of services                                       
|Cost applicable to sales and revnue                         
|Gross profit                                                
|                                                            
|Operating Expenses                                          
|                                                            
|Selling and general and administrative expenses             
|Settlements, net                                            
|Derivative valuation charges                                
|                                                            
|Total expenses                                              
|                                                            
|Income (loss) before other income and income taxes          
|                                                            
|Other income (expense)                                      
|                                                            
|Excess carrying value of renegotiated payables              
|Interest expense                                            
|                                                            
|Total other income (expense)                                
|                                                            
|Income (loss) from continuing operations before income taxes
|                                                            
|Provision for income taxes                                  
|                                                            
|Earnings (loss) from contunuing operations                  
|                                                            
|Discontinued Operations:                                    
|                                                            
|Gain on disposal of assets used in discontinued operations  
|Income attributalte to non-controlling interest             
|                                                            
|Net income (loss) to Odyssey                                
|                                                            
|                                                            
|Net loss per weighted share,                                
|basic and fully diluted                                     
|                                                            
|                                                            
|Weighted average number of common                           
|shares outstanding, basic and fully diluted                 







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











|Odyssey Pictures Corporation                      
|--------------------------------------------------
|Consolidated Statement of Cash Flows              
|                                                  
|                                                  
|                                                  
|                                                  
|Cash flows from operations                        
|                                                  
|Net income (loss)                                 
|Earnings from discontinued operations, net        
|                                                  
|Net earnings (loss) from continuing opertions     
|                                                  
|Adjustment to reconcile net loss to net cash flows
|from operating activities:                        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|Cash Flows from investing activies                
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|Cash flows from financing activities              
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  



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











|Odyssey Pictures Corporation                       
|---------------------------------------------------
|Consolidated Statements of Stockholders' Deficiency
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   

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











ODYSSEY
PICTURES CORPORATION

BACKGROUND
ANDSignificant Accounting PoliciesJune 30, 2012

The
Company

Organizational
Background: Odyssey



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



Significant
Accounting Policies

Principles
of Consolidation

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



Non-Controlling
Interest



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

Reclassification

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

Revenue
Recognition

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

Use
of Estimates

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

Significant
Accounting Policies (continued)

Cash
and Cash Equivalents

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



Property
and Equipment

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

Valuation
of Long-Lived Assets



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

Stock
Based Compensation



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



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



Accounting
For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock



We
account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815,
Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement
of contracts that are indexed to, and potentially settled in, the Company’s own stock.

Fair
Value of Financial Instruments



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





Significant
Accounting Policies (continued)



Fair
Value Measurements



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



Fair Value
Hierarchy



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



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



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



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



Measurement
of Fair Value



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



Earnings
per Common Share



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





Significant
Accounting Policies (continued)



Income
Taxes



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

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

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



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



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



Contingent
Liabilities



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



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



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



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





Significant
Accounting Policies (continued)



Contingent
Liabilities (continued)

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



Recent
Accounting Pronouncements

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

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



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



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











ODYSSEY
PICTURES CORPORATION

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012



|1. |  | Revenues & Economic Dependency
|-- |  | ------------------------------

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



|2. |  | Notes and Loans Payable
|-- |  | -----------------------

As
of June 30, 2012we owe $333,000 to approximately 2 note holders. The notes vary in amounts and interest rates and range
from $30,000 to $300,000. Interest rates average about 8%. We are within terms on two notes.

In
June, 2011 we acquired the remaining 50% interest in FilmZone, LLC and agreed to repay distributions received from FilmZone in
excess of our allocable portion of 2011 profits. The total due under this combined agreement is $876,226 and is recorded as a
note payable to related parties. The note accrues interest at 3% and is due in full by June 30, 2013.

|3. |  | Income Taxes
|-- |  | ------------

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



We
have a current operating loss carry-forward of $42,727,016. We have determined it more likely than not that these timing differences
will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset.

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



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



|4. |  | Commitments:
|-- |  | ------------

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



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



Employment
Agreements

As
of July of 2001,  Mr. Foster served as President  and was  voted as  Chairman  and CEO by the 
Board of  Directors.  He received a pay increase to $14,700  per month and his  contract  was 
extended through June 30, 2002, with a 5% increase beginning July 1, 2002 through to June 30,  2003 and each year thereafter.  
From the years, 2004 through 2006, Mr. Foster's salary has principally gone unpaid and remains payable by the Company
as of the end of June 30, 2008 and 2007.



4.
Commitments (continued)

Employment
Agreements (continued)



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

Settlements
& Judgments

Material
Items are as follows:

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



Reserve
for Contingencies

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

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



Discharge
of Debt

In
fiscal year 2012, we wrote off certain accounts payable in which no attempts at collection had been made or which we had determined
were barred from collection by the Texas and New York statute of limitations. We also negotiated revised amounts and terms on
a trade payable and two judgments. A summary of the amounts recognized as income from the discharge of debt is as follows:



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









|5. |  | Stockholders'
Equity:
|-- |  | ---------------------

Common
Stock

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

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

shares
in full payment of a note. The shares so issued were valued at the quoted market price at the date of grant.



Effective
January 1, 2011 and retroactive to January 1, 2010, the Company granted John Foster option to purchase 4 million shares of common
stock. The compensation cost that has been charged against income for options was $48,100 for the year ended June 30, 2012 based
on the requisite service period for unvested options as of that date as well as options granted during the period. As of June
30, 2012, there was approximately $133,500 of unrecognized compensation cost related to non-vested options.



On
April 15, 2012 we issued 4,000,000 warrants as consideration for services. The warrants are exercisable at $0.04 and expire April
15, 2017. We estimate the value of these warrants to be $157,000 using the Black-Scholes option pricing model with inputs as described
in our financial statements.

|6. |  | Stock Options and Warrants
|-- |  | --------------------------

Summary
of Option Activity

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

The
Company used the Black-Scholes option pricing model in valuing the warrants. The inputs for the valuation analysis of the warrants
include the market value of the Company's common stock, the estimated volatility of the Company's common stock, the exercise price
of the warrants and the risk free interest rate. The key inputs for the valuation analysis at June 30, 2012-2011 were a volatility
of 200% and 213% , common stock value of $0.078 and a risk free interest rate of 4.4%. A table summarizing the assumptions for
each year presented is as follows:

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

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

|All Plan & Non- Plan Compensatory Type Options
|----------------------------------------------
|                                              
|Options outstanding at June 30, 2010          
|Granted                                       
|Exercised                                     
|Lapsed                                        
|Options outstanding at June 30, 2011          
|Granted                                       
|Exercised                                     
|Lapsed                                        
|Options outstanding at June 30, 2012          
|Options exercisable at June 30, 2012          





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



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



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

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



|8. |  | Related Party Transactions
not Disclosed Elsewhere
|-- |  | --------------------------------------------------



Prepaid
Expenses



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



Sales

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



Due
Related Parties



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



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

|8. |  | Related Party Transactions
not Disclosed Elsewhere (continued)
|-- |  | --------------------------------------------------------------





Discontinued
Operations



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



|9. |  | Results of Operations and
Management's Plans
|-- |  | --------------------------------------------

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











Patrick
Rodgers, CPA, PA

309
E. Citrus Street

Altamonte
Springs, FL 32701





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Shareholders
Odyssey Pictures Corporation
Plano, TX

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

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



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



/s/Patrick
Rodgers, CPA, PA

Patrick
Rodgers, CPA, PA

Altamonte
Springs, Florida

October
15, 2012







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of Directors and Shareholders
Odyssey Pictures Corporation
Plano, TX

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

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



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

October 15 2011

/s/Michael
F. Cronin



Michael
F. Cronin

Certified
Public Accountant

NY, FL

Orlando,
FL









SIGNATURES



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





ODYSSEY PICTURES
CORPORATION





|Date:  October 15, 2012 | Odyssey Pictures Corporation
|----------------------- | ----------------------------
|                        | By                          
|                        |                             



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



|Date:  October 15, 2012 | Odyssey Pictures Corporation
|----------------------- | ----------------------------
|                        | By                          
|                        |