SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1
(Mark One)

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

               For the fiscal year ended June 30, 1999

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

               For the transition period from _________ to _________


                         Commission file number 0-18954


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


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


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


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

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

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes x  No

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

     The aggregate  market value of the voting stock held by  non-affiliates  of
the Registrant as of October 8, 1999 was approximately  $5,613,461 (based on the
mean between the closing bid and asked prices of the Common Stock on such date),
which value,  solely for the purposes of this calculation,  excludes shares held
by Registrant's  officers and directors.  Such exclusion  should not be deemed a
determination by Registrant that all such  individuals are, in fact,  affiliates
of the Registrant.

     As of October 8, 1999 there were  outstanding  9,885,406  shares of Odyssey
Pictures  Corporation's  common  stock,  par value $.01 per share  (the  "Common
Stock").
<PAGE>

                          ODYSSEY PICTURES CORPORATION
                     Form 10-K/A Report for the Fiscal Year
                               Ended June 30, 1999


                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----

                                     PART I

Item 1. Business .......................................................   2

Item 2. Properties .....................................................   10

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

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



                                     PART II

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

Item 6. Selected Financial Data ........................................   15

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

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

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



                                    PART III

Item 10. Directors and Executive Officers of the Registrant ............   18

Item 11. Executive Compensation ........................................   20

Item 12. Security Ownership of Certain Beneficial Owners
          and Management ...............................................   25

Item 13. Certain Relationships and Related Transactions ................   26



                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and
           Reports on Form 8-K .........................................   28










                                       1
<PAGE>
                                     PART I


Item 1.  Business


(a)      General Development of Business


     Odyssey Pictures Corporation  ("Odyssey" or the "Company"),  formerly known
as  Communications  and  Entertainment  Corp.,  was formed in December 1989 as a
holding company.  At such time, the Company had no material assets. In September
1990, Double Helix Films, Inc. ("Double Helix"), a producer of low budget films,
and Odyssey  Entertainment  Ltd.  ("OEL"),  an international  film  distribution
company,  were  merged  with  wholly-owned  subsidiaries  of  the  Company  (the
"Mergers").  Subsequent  to the  Mergers,  each of Double Helix and OEL became a
wholly-owned  subsidiary of the Company.  In June 1991,  the Company sold Double
Helix and thereafter  began to focus on the  distribution  of motion pictures in
overseas markets as its primary business.

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

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

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

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

                                       2
<PAGE>

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

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

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


(b)      Financial Information About Industry Segments

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


(c)      Narrative Description of Business

Foreign Sales and Distribution Operations

         General.

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

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

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

                                       3
<PAGE>
         The film distribution business breaks down into two broad categories:

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

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

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

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

Independent Film Production and Product Acquisition

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

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

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

                                       4
<PAGE>
Business Strategy

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

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

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

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

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

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

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

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

                                       5
<PAGE>
ODYSSEY MERCHANDISING:  Manufacturing, sourcing, and distribution of merchandise
will be pursued  and grown by Odyssey as a natural  business  complement  to all
other media companies as well as a stand-alone business unit.


Strategic Objectives

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

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

-    Properly capitalize the Company and seek a NASDAQ listing;

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

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

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

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


Recent Acquisitions

     In April  1999,  the  Company  purchased  an option with the right of first
refusal to be the exclusive  worldwide  distributor of a motion picture entitled
"HARA." The film is an action-packed  semi-biographical  martial arts love story
and is expected to start  pre-production in January,  2000. A company affiliated
with  management  of  the  Company  owns  a 50%  equity  interest,  in  Red  Sun
Productions,  Inc.,  the  production  company  which owns all rights to the film
"HARA."

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

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


                                       6
<PAGE>

Sales of Library Films

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

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


Recent Financings

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

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

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

     In  September,  1996,  the  Company  reached an  agreement  with  Paramount
Pictures,  pursuant to which  Paramount  would cancel the Company's  contractual
guarantee of $2.7 million in full,  in exchange for which the Company  agreed to
(i)  relinquish all further  distribution  rights to "Wuthering  Heights";  (ii)
assign to Paramount all of its rights in any outstanding distribution agreements
for the film, and any  receivables to be generated  therefrom;  (iii)  guarantee


                                       7
<PAGE>

that Paramount  would collect a total of $500,000 in sales revenue from existing
distribution  agreements  no later  than  January  15,  1997.  Existing  license
agreements yielded  approximately  $420,000 in net revenues prior to January 15,
1997 (of which the Company would have been entitled to retain  approximately 20%
thereof in commissions).  The Company paid $250,000 in net revenues to Paramount
and is currently in  negotiations  with  Paramount  regarding  the timing of the
remaining $250,000 payment.

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

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

     In April,  1997,  Stephen R.  Greenwald,  Lawrence I.  Schneider and Robert
Miller,  Jr., all  directors  of the  Company,  made loans to the company in the
amounts of $50,000, $25,000 and $25,000, respectively.  Each loan was payable on
demand and accrued  interest  at the rate of 2 points over prime per annum.  The
notes were  secured by a collateral  assignment  of the  Company's $300,000 note
receivable  from Kinnevik.  In  consideration  of making the loans,  the lenders
received  five-year  warrants to purchase shares of common stock of the Company,
exercisable  at $1.00 per share.  Messrs.  Schneider  and Miller  each  received
25,000 warrants and Mr. Greenwald  received 50,000 warrants as consideration for
making the loans to the Company. In addition, two independent unaffiliated third
parties made additional $25,000 loans to the Company in June and August, 1997 on
the same terms and conditions as the loans made by Mr. Greenwald,  Schneider and
Miller.  In May,  1998, the loans of Mr.  Schneider and one of the  unaffiliated
parties were paid from the proceeds of the Kinnevik  receivable.  The  remaining
lenders  agreed to a rollover of their loans  (aggregating  $100,000)  against a
second  Kinnevik  receivable and, in  consideration,  will receive an additional
50,000  warrants in the  aggregate,  exercisable at $1.00 per share over a three
year period. In September, 1998, all but $25,000 of these loans were repaid from
the proceeds of the Kinnevik receivable. The remaining lender, Robert E. Miller,
Jr., a director of the  Company,  agreed to a rollover of his $25,000 loan on an
unsecured  basis for an additional six month period with interest at the rate of
10% per annum.  Thereafter,  Mr. Miller agreed to a further six-month  extension
(through  September,  1999) in consideration of an increase in the interest rate
on the loan to 12% per annum, the issuance of an additional  12,500 common stock
purchase warrants at $1.00 per share, and an extension of the expiration date on
all warrants issued to date to the year 2004.

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

                                       8
<PAGE>
     The Company  received  $150,000 in funding from the Augustine Fund, L.P. in
July,  1998. In exchange for the  financing,  the Augustine Fund received a zero
coupon $150,000 convertible note as well as up to 150,000 transferable warrants,
exercisable  at $1.60 per share for a three year period.  Augustine  can convert
into restricted shares of the Company's common stock at a discount to the market
price of Odyssey common stock at the time of conversion  (i.e.,  at the lower of
the  market  price on the  closing  date,  or 80% of the market  price  prior to
conversion). Augustine and certain Augustine associated parties were also issued
a total of 45,000  shares of  restricted  common  stock in  connection  with the
transaction.

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

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

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

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

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

     In August 1999, the assignee of a former director of the Company elected to
convert  accrued  wages owed by the  Company in the amount of $81,103 to 300,678
shares of the Company's common stock.

Competition

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


Operations

     The  Company's  operations  have been  greatly  reduced  as a result of the
restructuring of the Company by new management.  The Company's  principal office
is located in Dallas,  Texas (see  "Properties") and, as of October 8, 1999, the
Company had three full-time employees,  consisting of Mr. Schotte, Mr. Koshakji,
and Mr.  Greenwald,  the CEO,  President,  and Managing Director of the Company,
respectively.


Tax Loss Carryforward

     The  Company is entitled to the  benefits  of certain  net  operating  loss
carryforwards  to reduce its tax  liability.  The  utilization by the Company of
such tax loss  carryforwards  is  limited  under  applicable  provisions  of the
Internal  Revenue  Code of 1986,  as  amended,  and the  applicable  regulations
promulgated   thereunder.   As  of  June  30,  1999,  there  were  approximately
$32,000,000 in net operating loss  carryforwards  remaining to be used to reduce
tax liability.  The utilization of approximately $4.9 million of these losses in
future periods will be limited to approximately $350,000 per year.

                                       9
<PAGE>
Item 2.  Properties
-------------------

     The Company  presently  conducts its operations  out of leased  premises at
1601 Elm Street,  Dallas, Texas,  consisting of approximately 2,500 square feet.
The  premises  are  presently   being  made  available  to  the  Company  as  an
accommodation  by a company  affiliated  with Mr. Johan Schotte,  the CEO of the
Company. Rent expense for each of the fiscal years ended June 30, 1999, 1998 and
1997 was $84,939, $69,002 and $38,772,  respectively. In June, 1998, the Company
entered  into a sublease for office  space in Los  Angeles,  California  with an
affiliate of the CEO of the Company.  The sublease was on a month-to-month basis
at the rate of $1,500 per month.  The Company  utilized  these  premises for the
period June through December, 1998. In January, 1999, the Company entered into a
sublease  for  approximately  5,000  square feet of office  space at the rate of
$12,823 per month for premises located at 2049 Century Park East, Suite 2750, in
Los Angeles,  California. The Company relinquished this sublease in May, 1999 in
consideration of a lease surrender settlement with the landlord in the amount of
$5,000.


Item 3.  Legal Proceedings
--------------------------

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

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

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

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

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

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

                                       10
<PAGE>
     In July 1993,  after  considerable  pre-trial  discovery,  the  Company and
Hibbard Brown moved for summary judgment. By Decision and Order dated August 11,
1993, the court denied both motions.  Both parties  appealed.  On March 3, 1994,
the appellate court affirmed the denial of summary judgment.

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

     On or about  September 11, 1992,  Joseph  Duignan  brought an action in the
Superior Court of New Jersey,  Mercer County,  entitled Joseph Duignan v. Double
Helix Films Limited  Partnership No. 1, L.P., Double Helix Films,  Inc., Cinecom
International  Films, Film Gallery,  Inc., Stan Wakefield,  Jerry Silva,  Arthur
Altarac and Anthony Tavone (MER-L-4262-92).  Jerry Silva, the only defendant who
was served,  is former Vice  Chairman of the Board of  Directors of the Company.
Mr.  Silva has demanded  that the Company  indemnify  him against any  expenses,
judgments,  and amounts paid in settlement of the action.  The Company  contends
that it is not required to indemnify Mr. Silva because he breached his fiduciary
duties to the Company.

     Mr.  Duignan  claims  that he  invested  $75,000 to  acquire a  partnership
interest in Double  Helix Films  Limited  Partnership  No. 1 and that Mr.  Silva
forged or caused to be forged his signature on a  Subscription  Agreement  dated
July 28, 1986. The Complaint  alleges claims for rescission,  unjust  enrichment
(against  Double  Helix),  conversion,  fraud,  breach  of  contract,  breach of
fiduciary  duty and breach of covenants of good faith and fair dealing  (against
Mr. Silva and Double Helix). Mr. Duignan seeks to recover compensatory  damages,
including but not limited to, his alleged $75,000  investment,  punitive damages
and attorney's fees. Mr. Silva has answered the Complaint.

     On or about  December 30,  1994,  Krishna  Shah,  who  allegedly  served as
President of Double  Helix from about July 1991 until about March 1993,  brought
an action in the Superior  Court of  California,  Los Angeles  County,  entitled
Krishna Shah v. Norman Muller,  Communications and Entertainment  Corp., ATC II,
Carnegie Film Group,  Inc.,  Jerry Minsky,  Perry  Scheer,  Susan Bender,  Larry
Myers,  Robert Hesse,  Double Helix Films, Inc. and Does 1-100,  alleging claims
for breach of an oral  agreement  to pay Mr. Shah  $152,000  (which he allegedly
advanced  for the  benefit of Double  Helix)  and to give him a 19.5%  ownership
interest in its corporate successors.  The Company's current management has paid
Mr.  Shah the sum of $15,000 in July 1998 and in full  settlement  of all claims
against the Company.

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

     On or about May 15, 1995,  Credit  Lyonnais Bank Nederland N.V. and Cinecom
Entertainment  Group, Inc. filed a Complaint in the Superior Court for the State
of California,  County of Los Angeles,  captioned Credit Lyonnais Bank Nederland
N.V. and Cinecom  Entertainment  Group, Inc. v. Odyssey  Distributors,  Ltd. and
Does 1 through 100 (No. BC 127790). They allege that Odyssey Distributors,  Ltd.
(a  subsidiary  of the Company)  collected  but failed to remit to them assigned
distribution proceeds in the amount of $566,283.33 from the foreign distribution
of "Aunt Julia and the  Scriptwriter"  and "The Handmaid's  Tale." The Complaint
alleges  claims for breach of contract and breach of fiduciary  duty and demands
damages in excess of  $566,283,  attorney's  fees,  an  accounting,  a temporary

                                       11
<PAGE>
restraining order and a preliminary  injunction.  In June 1995, the Court denied
plaintiffs an attachment and stayed the action pending  arbitration in New York.
In September,  1996, the Court dismissed the Complaint.  In December,  1996, the
Company  settled the  outstanding  litigation  with Generale  Bank  ("Generale")
(formerly   known  as  Credit   Lyonnais  Bank   Nederland   N.V.)  and  Cinecom
Entertainment  Group Inc.  Pursuant  to the  settlement  agreement,  the Company
agreed to pay to Generale  the sum of $275,000  in  complete  settlement  of the
claim,  payable $25,000 upon execution of the settlement  agreement,  $25,000 on
each of June 30 and December 31 in the years 1997,  1998 and 1999,  and $100,000
on June 30, 2000. Interest on the installments (at the rate of LIBOR plus 1% per
annum) will be waived provided the Company remains in compliance with the agreed
upon payment schedule.  The Company and Generale later agreed upon a new payment
schedule as follows:  $25,000 on or before  October 15, 1997 (payment was made);
$30,000 on each of April 15, 1998,  June 30, 1998,  December 31, 1998,  June 30,
1999,  and December 31, 1999;  and $100,000 on June 30, 2000.  The Company is in
receipt of a demand  letter  dated May 4,  1998.  The  letter  demands  that the
company  Cure the  non-payment  of a $30,000  installment  due  April 15,  1998.
According to the agreement between the Company and Generale, the Company had ten
days after  receipt of the letter to cure the  default.  The default has not yet
been  cured.  The  consequences  of not  curing  the  default  is the entry of a
confession  of  judgment  already  executed  by the  Company  for the  amount of
$275,000.  This confession of Judgment is against Odyssey Distributors,  Ltd., a
wholly owned but non-operating subsidiary of the Company.

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

     GP and  Greenwich  allege that they are the  exclusive  owners of the films
"The Gallery" and "South Beach". They assert claims for copyright  infringement,
unfair competition,  breach of contract,  accounting,  conversion,  civil theft,
conspiracy  and  fraudulent  conveyance.  The Complaint  demands a recall of the
films,  an  attachment,   preliminary  and  permanent   injunctive   relief,  an
accounting,  and  unspecified  compensatory,  punitive and treble  damages.  The
Company's motion to transfer venue of the action was granted in November,  1995,
and the case  was  transferred  to the  United  States  District  Court  for the
Southern  District of New York.  There has been no activity in this matter since
the transfer of venue in 1995.

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

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

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

                                       12
<PAGE>
     In March,  1996, a class  action  complaint  was filed  against the Company
entitled Dennis Blewitt v. Norman Muller, Jerry Minsky, Dorian Industries,  Inc.
and  Communications  and  Entertainment  Corp.  The  complaint  seeks damages in
connection  with the  Company's  treatment in its  financial  statements  of the
disposition  of its  subsidiary,  Double Helix Films,  Inc. in June,  1991.  The
complaint  seeks  unspecified  damages on behalf of all  persons  who  purchased
shares of the Company's common stock from and after June, 1992. A second action,
alleging  substantially  similar grounds,  was filed in December 1996 in Federal
Court  in the  United  States  District  Court  for  the  Southern  District  of
California  under the caption  heading  "Diane  Pfannebecker  v. Norman  Muller,
Communications  and Entertainment  Corp., Jay Behling,  Jeffrey S. Konvitz,  Tom
Smith,  Jerry Silva,  David Mortman,  Price  Waterhouse & Co., Todman & Co., and
Tenato  Tomacruz."  Following the filing of the second action,  the first action
was dismissed by  stipulation in May 1997. The Company filed a motion to dismiss
the  complaint  in the second  action and after a hearing on the motion in July,
1997, the Court dismissed the federal securities law claims as being time-barred
by the applicable statute of limitations, and dismissed the state securities law
claims for lack of subject matter  jurisdiction.  The lower court's dismissal of
this action was upheld on appeal by the Ninth Circuit. Messrs. Muller, Smith and
Mortman,   former   directors  of  the  Company,   have   asserted   claims  for
indemnification  against the Company. The Company has advised the claimants that
it will not provide such  indemnification  based upon their wrongful actions and
failure to comply with various obligations to the Company.  The case was refiled
in California state court in August 1998 and the Company has retained counsel to
represent itself. The Court has granted motions to dismiss two of the complaints
filed by the Plaintiff who has also filed a third  complaint.  Counsel expects a
further motion to dismiss to be granted by the court.

     In December,  1997,  the  Directors  Guild of America  ("DGA")  obtained an
arbitration  award  against  Down  Range  Productions,   Inc.,  a  wholly  owned
subsidiary of Odyssey ("Down  Range"),  on behalf of Kahn Brothers  Pictures fso
Michael Kahn,  Charles Skouras,  and Scott C. Harris.  Down Range was ordered to
pay Kahn Brothers Pictures the total sum of $155,041; Charles Skouras the sum of
$32,360;  and Scott C. Harris the total sum of $8,868;  plus interest at 18% per
annum on each of these  amounts from April 1, 1997.  Down Range was also ordered
to pay the DGA $2,500.  Down Range was also  ordered to assign to the DGA all of
Down Range's  right,  title and  interest in the motion  picture  "Down  Range,"
including the  screenplay  for the motion  picture,  and Down Range was enjoined
from  licensing  the motion  picture or the  screenplay to any third party other
than the DGA. Down Range was also ordered to pay the arbitrator $2,250.

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

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

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



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

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



                                       13
<PAGE>
                                     PART II


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

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

     No dividends have been declared or paid with respect to the Common Stock.

     The bid quotations represent  inter-dealer prices and do not include retail
mark-ups,  mark-downs or commissions  and may not necessarily  represent  actual
transactions.


                                     Common Stock
                                     ------------

Fiscal 1998                 High                       Low
-----------                 ----                       ---
First Quarter              $.44                       $.19
Second Quarter              .22                        .08
Third Quarter               .88                        .06
Fourth Quarter              .82                        .19



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




     As of October 8, 1999, there were approximately 5,533 record holders of the
Company's Common Stock.



                                       14
<PAGE>
Item 6. Selected Financial Data (in thousands, except per share data).
---------------------------------------------------------------------

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

<TABLE>
<CAPTION>

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

                                                      1999    1998    1997     1996     1995

Income Statement Data

Revenues.........................................     $246      $41   $141   $1,011   $1,521
Income(loss) from continuing operations..........   (1,388)  (1,119)    69   (4,960)  (6,852)
Income(loss) from discontinued operations........      --       --      --     --        --
Net income (loss)................................   (1,388)  (1,119)    69   (4,960)  (7,310)


Per Share Data*

Income(loss) from continuing operations..........     (.22)    (.25)   .02    (2.17)   (2.94)
Income(loss) from discontinued operations........       --       --     --      --     (0.20)
Net income (loss)................................     (.22)    (.25)   .02    (2.17)   (3.14)
Cash dividends...................................       --       --     --      --       --
Weighted average shares..........................    6,459    4,403  2,294    2,284    2,332



Balance Sheet Data

Film costs ......................................    4,378      110    120    1,001   10,656
Total assets ....................................    5,439      675    740    2,448   15,078
Indebtedness ....................................    1,192    1,079    962      562      249
Shareholders' equity ............................    2,161   (2,083)(2,226)  (2,749)   1,979

</TABLE>

------------------------------------

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




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

Results of Operations

     Years Ended June 30, 1999 and 1998


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

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

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

                                       15
<PAGE>
     There was no other income  recognized in the twelve-month period ended June
30, 1999 and June 30, 1998.

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


     Years Ended June 30, 1998 and 1997

     Net loss  for the year  ended  June 30,  1998 was due to the fact  that the
Company did not release any new films and did not enter into any new  agreements
for the  release of existing  rights in films.  Revenues  for the twelve  months
ended June 30, 1998  decreased  to $42,630  compared to $141,202  for the twelve
months ended June 30, 1997. No new films became  available  for delivery  during
either period.

     Costs related to revenues  decreased to $20,019 for the twelve months ended
June 30, 1998 as compared to $565,610 for the twelve months ended June 30, 1997.
The  decrease  is  primarily  related  to the fact that  there  were  lower film
revenues in the current year. Additionally,  during the twelve months ended June
30, 1997,  development and festival costs in the amount of $249,544 were written
off,  litigation and settlement  costs related to the Film Bridge  settlement in
the amount of $148,174 were expensed, and $435,102 in inventory costs related to
the picture Downrange were written off. This was primarily offset by a write-off
of $449,163 in participation  liabilities  related to the Kinnevik library which
were settled subsequent to the Kinnevik sale.

     Selling,  general  and  administrative  expense  decreased  by  $605,316 to
$1,073,134  for the twelve-month period ended June 30, 1998 from  $1,678,450 for
the  comparable  period  ending June 30, 1997.  The decrease is primarily due to
decreases in personnel and related expenses.

     There was no other income  recognized in the twelve-month period ended June
30, 1998.  Other income for the twelve months ended June 30, 1997 consisted of a
$818,776 gain from the sale of certain  distribution and subdistribution  rights
in certain  films to a third party,  recognition  of a $1,245,758  gain from the
cancellation of a contractual  obligation related to the Company's  distribution
rights in "Wuthering Heights," and recognition of gain in the amount of $198,567
from the  settlement of an outstanding  litigation  with Generale Bank (formerly
known as Credit  Lyonnais Bank  Nederland N.V) and Cinecom  Entertainment  Group
Inc.


Liquidity and Capital Resources

     The Company's  continued existence is dependent upon its ability to resolve
its liquidity problems.  The company must achieve and sustain a profitable level
of operations  with  positive  cash flows and must continue to obtain  financing
adequate  to meet  its  ongoing  operation  requirements.  These  factors  raise
substantial doubt about the Company's ability to continue as a going concern.

     At June 30, 1999, the Company held approximately $4,715 of cash.

     New management has taken  significant  steps to  recapitalize  and fund the
Company's operations.

     The company signed an agreement with Kimon on July 14, 1998 to purchase the
assets of Kimon, valued at $4,500,000,  in exchange for 4,500,000 Odyssey shares
of subordinated  convertible  preferred stock, Series B, having a value of $1.00
per share for  conversion  purposes.  Kimon  shall be able to convert to Odyssey
common stock between June 30, 2000 and December 31, 2000 on a  dollar-for-dollar
basis  based  on the  price  of the  Company's  common  stock  at  the  time  of
conversion.  Kimon assets  purchased  consist of a film  library with  worldwide
and/or  Scandanavian  distribution  rights and Scandanavian  video  distribution
rights to certain Hallmark Entertainment products.

                                       16
<PAGE>
     In June,  1998, the company  applied for, and was accepted for,  trading on
the Berlin Stock Exchange,  under the symbol "ODY." The German company  Berliner
Freiverkehr  (Atkien)  assisted  the  Company in the  application  and signed an
agreement  with the Company to serve as a market  maker/coordinator  in exchange
for 200,000  warrants  having an exercise price of $1.55 per share,  exercisable
during the two-year period commencing June 23, 1998.

     The Company  received  $150,000 in funding from the Augustine  Fund L.P. in
July 1998. In exchange for the financing, the Augustine Fund received a $150,000
convertible note as well as up to 150,000 transferable warrants,  exercisable at
$1.60 per share for a three year period.  Augustine can convert into  restricted
shares of the  Company's  common  stock at a discount to the market price of the
common  stock at the time of the  conversion  (i.e.,  at the lower of the market
price on the closing  date,  or 80% of the market  price  prior to  conversion).
Augustine and certain Augustine  associated  parties were also issued a total of
45,000 shares of restricted common stock in connection with the transaction.

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

     In September 1998 an unaffiliated third party loaned $25,000 to the Company
and received a six-month note with interest at 10% per annum.

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

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

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


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

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



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

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





                                       17
<PAGE>
                                    PART III


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


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


    Name                       Age                           Position

Johan Schotte                  38                      Chairman of the Board
                                                       & Chief Executive Officer

Pierre Koshakji                37                      President & Director


Stephen R. Greenwald           59                      Managing Director &
                                                       Director (resigned
                                                       both positions in
                                                       September, 1999)

Robert E. Miller, Jr.          52                      Director


Patrick Speeckaert             52                      Director


Ian Jessel                     54                      Director


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


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


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

                                       18
<PAGE>
Stephen R. Greenwald  served as Chief  Executive  officer and Co-Chairman in the
Office of the Chairman of Odyssey from  September,  1995  through  March,  1998.
Since 1990,  Mr.  Greenwald  has been a consultant to banks and other clients in
the media and film  business,  most recently  having  served as chief  executive
officer of Vision  International,  an international  film  distribution  company
based in Los Angeles,  from February,1994  through June,1996.  Mr. Greenwald has
also been involved in financing and distributing  independently  produced motion
pictures  including,  among  others,  "Blue  Velvet,"  "Dune," "King of Comedy,"
"Ragtime,"   "Crimes  of  the  Heart,"  and   "Manhunter."  Mr.  Greenwald  also
co-produced the film "Amityville II: the Possession." Mr. Greenwald  resigned as
a Director of the Company in September,  1999 to pursue other interests, and has
also  resigned as Managing  Director  (effective  October 31,  1999)  subject to
satisfaction  of  certain  terms set forth in a  settlement  agreement  with the
Company.   See   "Compensation   Agreements,   Termination   of  Employment  and
Change-in-Control Arrangements."


Robert E. Miller,  Jr. is a private  investor and principal  shareholder of Word
Power  Incorporated   d/b/a  Hollywood  North   Productions,   a  privately-held
development company for feature films and movies-of-the-week. Mr. Miller is also
Associate Director of Trade Task Group,  Inc., a strategic  planning  consulting
firm where he has served as manager of client development since 1984. He is also
a board member emeritus of the International Standards Institute and a member of
the board of advisors of the World Film Institute,  sponsors of "The Family Film
Awards."


Patrick  Speeckaert  for more than the past five  years has  served as  Managing
Director of Morrow & Co., Inc. in New York City. Morrow & Co., Inc. is a leading
company  specializing  in advising  international  corporations  with respect to
issues involving corporate governance,  shareholder relations and solicitations.
Mr. Speeckaert was appointed to the Board of Directors on January 1, 1999.


Ian  Jessel  is an  experienced  film and  television  executive  who  served as
President of Miramax  International  during the period from 1992 to 1995, and as
President of Spelling Films International for the two-year period prior thereto.
During  the  1980's,  Mr.  Jessel  also  held  top  executive  positions  at CBS
Theatrical Films, I.T.C. International, and Nelson Entertainment. Films released
during  his  presidency  at  Miramax   International   include  Robert  Altman's
"Pret-A-Porter," Chen Kaige's "Farewell My Concubine," Quentin Tarantino's "Pulp
Fiction," and Woody Allen's "Bullets Over Broadway." Mr. Jessel currently serves
as President and CEO of Condor  Communications LLC, a company he founded in 1995
to co-finance,  co-produce,  and supervise the  international  distribution  of,
quality motion  pictures.  Mr. Jessel was appointed to the Board of Directors on
January 1, 1999.



Meetings and Committees of the Board of Directors

     For the  fiscal  year  ended June 30,  1999,  there were 7 meetings  and/or
written  consents in lieu of meetings of the Board of  Directors.  All Directors
attended or consented to in excess of 75% of the meetings  (and consents in lieu
of  meetings) of the Board of  Directors  during said fiscal year.  The Board of
Directors has a nominating committee  consisting of Mr. Patrick Speeckaert,  who
acts as Chairman of the  committee,  and Mr. Robert E. Miller,  Jr. The Board of
Directors does not presently have any standing audit or compensation committees,
the customary  functions of such committees  being performed by the entire Board
of Directors. The Board of Directors intends to form such committees in the near
future.



                                       19
<PAGE>
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, 1999,  the  Company's  officers,  directors  and greater than 10%
stockholders  complied with all filing  requirements  under section 16(a) except
that  (i)Mr.  Greenwald  did not file Form 4's to  reflect  the  disposition  of
approximately  137,586 shares pursuant to Rule 144, and (ii) Lecoutere  Finance,
S.A.  did not  file a Form 4 to  reflect  the  issuance  of  348,721  shares  to
Lecoutere in satisfaction of a promissory  note, and the subsequent  transfer of
331,285 shares to an affiliated entity.



Item 11. Executive Compensation.
--------------------------------

     The  following  table sets  forth,  for the  fiscal  years  indicated,  all
compensation awarded to, earned by or paid to the chief executive officer of the
Company, the four most highly compensated  executive officers who were executive
officers as of June 30, 1999, and other significant employees for whom inclusion
in the  following  table would be required but for the fact that such  employees
were not  executive  officers  of the  Company  at the end of the most  recently
completed fiscal year:

<TABLE>
<CAPTION>

                           Summary Compensation Table

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

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



Johan Schotte         1999      29,050       --           --            --        138,950(1)
Chief Executive       1998       5,000       --           --            --         43,000(1)
Officer; Chairman


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


Stephen Greenwald     1999       26,000      --           --            --        118,000(1)(2)
Managing Director     1998       83,000      --           --            --         96,000(1)(2)
                      1997      127,500      --           --        100,000(2)     97,500(1)(2)


Ian Jessel            1999       50,000   18,750(4)       --            --        137,495(3)
C.E.O., Film &
Television Division

</TABLE>

(1)   Represents  deferred  compensation  which accrued  during the fiscal years
      indicated. See "Compensation  Arrangements,  Termination of Employment and
      Change-in-Control  Arrangements"  for a more detailed  explanation  of the
      terms of the compensation agreements between the Company and its executive
      officers.

                                       20
<PAGE>
(2)  The cash  compensation  and stock  options  reflected  as being  paid to or
     received by Mr.  Greenwald in the foregoing  table were actually paid to or
     received by G & H Media,  Ltd., a consulting firm of which Mr. Greenwald is
     a principal and controlling  party.  The compensation to Mr. Greenwald does
     not include  compensation  paid to a law firm of which Mr.  Greenwald  is a
     member. See "Certain Relationships and Related Transactions."

(3)  See   "Compensation    Arrangements,    Termination   of   Employment   and
     Change-in-Control  Arrangements"  for a more  detailed  explanation  of the
     terms of the compensation agreements between the Company and Mr. Jessel.

(4)  Mr. Jessel received 50,000 shares of the Company's common stock in January,
     1999 as a sign on bonus.  The closing bid price of the common stock at that
     time was $.375.


Options/Stock Appreciation Rights

     The following table provides  information with respect to stock options and
stock  appreciation  rights  ("SARs")  granted to the named  executive  officers
during the fiscal year ended June 30, 1999.
<TABLE>
<CAPTION>

                           Individual Grants(1)
                  ----------------------------------------
                               % of Total
                  Number of     Options                         Potential Realized Value at
                  Securities   Granted to  Exercise               Assumed Annual Rates of
                  Underlying    Employees    Price               Stock Price Appreciation
                  Options       in Fiscal     Per   Expiration      For Option Terms(2)
                  Granted          Year      Share     Date            5%          10%
                  -------          ----      -----     ----            --          ---
<S>             <C>            <C>        <C>       <C>            <C>          <C>

Name
----
Johan Schotte    103,385            50%        $.74   No expiration  $22,744     $94,080

Pierre Koshakji  103,385            50%        $.74   No expiration  $22,744     $94,080
</TABLE>

----------------------------
(1)The  foregoing  table does not include 5,000 stock  options  granted to Johan
Schotte, and 1,350 stock options granted to Pierre Koshakji, in each case issued
not as compensation  but rather in  consideration  of personal loans made to the
Company.  The table also does not include  25,000  stock  options  issued to Mr.
Greenwald in  consideration of a rollover of his short term loans to the Company
See "Certain Relationships and Related Transactions."

(2)The options  reflected in the above table do not have an expiration date. For
purposes of determining  potential  realizable value, the options are assumed to
have an expiration date of ten years.


Aggregated Option/SAR Exercises and Fiscal Year-End Options/SAR Value Table
<TABLE>
<CAPTION>

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

Johan Schotte(1)              __         __        238,385          __              0             __

Pierre Koshakji(1)            __         __        104,735          __              0             __

Stephen Greenwald(1)          __          __       375,000          __              0             __

</TABLE>

(1)  The chart  includes  75,000 stock  options for Mr.  Greenwald,  5,000 stock
     options for Mr. Schotte, and 1,350 stock options for Mr. Koshakji,  in each
     case issued in  connection  with  personal  loans made to the Company.  See
     "Certain Relationships and Related Transactions."

                                       21
<PAGE>
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.


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

     On October 1, 1995,  Stephen  Greenwald  executed a compensation  agreement
with the  Company  (the  "Agreement"),  pursuant  to which he  agreed  to render
management  services to the company  for a three year period  ending  October 1,
1998. Pursuant to the Agreement,  Mr. Greenwald agreed to serve as a Co-Chairman
in the Office of the Chairman of the Company and as Chief Executive Officer. The
Agreement  was  superseded  by an  agreement  executed  on  March 6,  1996.  The
subsequent  agreement  (also  defined  as  the  "Agreement")  was  substantially
identical to the original  Agreement  in all material  respects  with respect to
cash  compensation  but modified the provisions  regarding the issuance of stock
options. (In the subsequent Agreement with Mr. Greenwald, the named party is G &
H Media,  Ltd., rather than Mr. Greenwald  individually;  G & H Media, Ltd. is a
consulting firm of which Mr. Greenwald is a principal and controlling party).

     The Agreement  provided for  compensation at the rate of $15,000 per month,
$20,000 per month and $25,000 per month during the first, second and third years
of the Agreement. In September, 1997, the term of the Agreement was extended for
an additional two-year period.

     Mr.  Greenwald agreed that with respect to each calendar quarter during the
term of the Agreement,  the following  percentage of his  compensation  would be
paid:  (i) no payment if the current  assets of the Company as of the end of the
previous calendar quarter are less than $500,000;  (ii) one-third if the current
assets of the Company as of the end of the  previous  calendar  quarter are more
than $500,000 but less than  $1,000,000;  (iii) two-thirds if the current assets
as of the end of the previous calendar quarter are more than $1,000,000 but less
than  $1,500,000;  and (iv) full payment if the current  assets as of the end of
the  previous  calendar  quarter  are more than  $1,500,000.  Any portion of the
compensation  not paid would be deferred and would be paid in twelve months with
interest pursuant to a promissory note issued by the Company,  provided that the
note could be  converted  into common  stock of the Company at any time prior to
payment in full at the average  closing bid price in effect for the common stock
for the 10-day trading period  immediately  preceding the date of the conversion
election.

     During the quarter ended December 31, 1995, Mr. Greenwald  deferred 100% of
his  compensation  for the  quarter,  or  $45,000.  During  each of the next two
quarters,  he deferred one-third of his compensation,  or a total of $30,000. On
June 10 and June 30, 1996,  Mr.  Greenwald  converted his deferred  compensation
note of $75,000 (plus accrued interest) into a total of 102,351 shares of common
stock at prices of $.75 and $.789 per  share,  respectively.  On  September  30,
1996, he converted  deferred  compensation notes of $15,000 for the quarter then
ended into a total of 26,316  shares of common  stock at a  conversion  price of
$.57 per share. In November,  1998, Mr. Greenwald  converted $44,968 of deferred
compensation  notes into 145,058 shares of common stock at a conversion price of
$.31 per share.

     The  Agreement  also  provided for the issuance of 200,000 stock options to
Mr. Greenwald,  exercisable during the five-year period commencing March 6, 1996
at an exercise price of $1.87 per share (subsequently lowered to $1.00 per share
by action of the Board of Directors in December 1996).

     On December 2, 1996,  the Board of Directors  granted  100,000 common stock
purchase  warrants to Stephen Greenwald in consideration of services rendered to
the  Company.  The  warrants  were  granted  for  a  five-year  period  and  are
exercisable at a purchase price of $1.00 per share.

     In April,  1997,  the Company  granted  additional  common  stock  purchase
warrants to Mr.  Greenwald  (or his  designee),  in  consideration  of providing
certain interim financing to the Company.  Additional warrants were subsequently
granted to Mr. Greenwald in consideration of deferring repayment of such interim
financing. See "Certain Relationships and Related Transactions."
                                       22
<PAGE>
     In  March,  1998,  Mr.  Greenwald  stepped  down as CEO of the  Company  in
connection  with a change in control of the  Company.  In  connection  with such
change of management, Mr. Greenwald terminated his existing employment agreement
and entered into a new compensation  arrangement with the Company. Mr. Greenwald
agreed to serve as managing  director of the Company through  December 31, 1999,
and was to receive  the sum of $130,000  during  such period in varying  monthly
payments.  In addition,  in consideration of terminating his existing employment
agreement,  Mr. Greenwald was to receive an additional $130,000, also payable in
varying  monthly amounts during the two-year period ending December 31, 1999. In
September,  1999, Mr. Greenwald  resigned as a Director of the Company to pursue
other  interests.  He also agreed to settle all outstanding  payments due to him
under his  employment  agreement,  and to resign as a Managing  Director  of the
Company, provided the Company pays to him the settlement amount of $75,000 on or
before October 31, 1999, together with 75,000 shares of restricted common stock.
If payment is delayed beyond  October 31, 1999,  then the number of shares to be
delivered  to Mr.  Greenwald  will  increase  by 25,000  shares for each week of
delayed  payment.  This  settlement  agreement with Mr.  Greenwald is subject to
approval by the Board of Directors of the Company.

     Mr. Smith,  a former  officer and director of the Company  (through  S.F.H.
Associates,  Inc.),  agreed to serve in a consulting capacity to the Company for
the period  from  March,  1998  through  December  31,  1999.  Pursuant  to such
consulting agreement,  Mr. Smith's consulting company is entitled to receive the
sum of  $160,000  during such  period,  payable at the rate of $8,000 per month,
commencing  May, 1998. In addition,  in  consideration  of terminating  his then
existing employment agreement with the Company, Mr. Smith is entitled to receive
an additional  $100,000,  payable in varying  monthly amounts during the term of
the consulting  agreement.  The Company is in default under the agreements  with
S.F.H.  Associates,  Inc. and Mr. Smith,  as a result of which such parties have
exercised their contractual rights to double the payments due to them under such
agreements.  The  Company  will  seeks to settle  this  obligation  with  S.F.H.
Associates, Inc. and with Mr. Smith.

     Mr. Ian Jessel  entered  into a three-year  employment  agreement  with the
Company,  commencing  November 9, 1998 and continuing  through November 9, 2001.
Mr.  Jessel's  responsibilities  included  management  of the  Company's  Motion
Picture & Television Division.  Mr Jessel's  compensation is set at a rate equal
to  $300,000  per annum for the first  year,  $350,000  per annum for the second
year,  and $400,000 per annum for the third year.  The agreement  provides for a
yearly  bonus equal to 10% of the net profits of the film  division  and to a 5%
bonus,  paid in the Company's  stock, of the net profits of the Company provided
that the film  division  is  responsible  for one half of such net  profits,  or
Jessel's bonus shall be proportionately reduced down to a floor of 1% of 100% of
the Company's net profits.  The Company paid the sum of $50,000 to Mr. Jessel in
fiscal 1999 and deferred  payment of the balance of the compensation due to him.
In June,  1999, Mr. Jessel notified the Company that he discharged  himself from
any further  services to the  Company  for failure to pay his  compensation  and
expenses on a timely basis.  The Company  believes it was justified in deferring
certain  payments due to Mr.  Jessel and the parties are  negotiating a possible
resolution of the matter.

     In connection with the change of management in the Company in March,  1998,
Johan Schotte  entered into a two-year  employment  agreement  with the Company,
commencing as of January 1, 1998 and continuing  through  December 31, 1999. Mr.
Schotte's  compensation  is set at $150,000  per year during  such  period.  Mr.
Koshakji also entered into a two-year  employment  agreement with the Company at
the rate of $150,000 per annum.  As of June 30, 1999, a  substantial  portion of
the  compensation  due to Messrs.  Smith and  Koshakji  under  their  respective
agreements is past due.

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


                                       23
<PAGE>


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


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



         II)      Performance  Bonus:  Each year  beginning with the fiscal year
                  ending  June  30,  1999,  and  each  year  thereafter,  if the
                  Company's  gross  revenues  increase  by 20% or more  over the
                  gross revenues of the preceding  year, the  performance  bonus
                  shall be the greater of either 1% of the revenue  differential
                  or 2.5% of the EBITDA.



         III)     Market Cap Bonus:  At the end of each fiscal  year,  beginning
                  with the fiscal year ending June 30,  1999,  if the  Company's
                  market capitalization  increases from the preceding year based
                  on the average  closing price for the 30 previous  consecutive
                  trading days, the market  capitalization  bonus shall equal 1%
                  of the differential.




Compensation  Committee Report and Compensation Committee Interlocks and Insider
Participation


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




                                       24
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

     The following table sets forth information  concerning  ownership of common
stock,  as of October 8, 1999,  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 & Address of                             Shares            Percentage of
Beneficial Owner           Status        Beneficially Owned         Class
-----------------          ------        ------------------     --------------

Robert Miller, Jr.         Director           227,333(2)              2.3%
900 4th Avenue
Seattle, WA

Stephen R. Greenwald       Managing            536,139(3)             5.2%
380 Lexington Avenue       Director
New York, NY

Johan Schotte              CEO and             363,385(4)             3.5%
1601 Elm Street            Chairman
Dallas, TX

Pierre Koshakji            President &         104,735(5)             1.0%
1601 Elm Street            Director
Dallas, TX

Ian Jessel                 Director             50,000                 .5%
1601 Elm Street
Dallas, TX

Lecoutere Finance S.A.       __              1,887,734(6)            18.4%
39 route de Remich
L-5650 Mondorf-les-Bains
Grand Duchy of Luxembourg

All Executive
Officers &
Directors As
A Group (6 Persons)(1)       __              1,281,592(7)            11.9%
-----------------------
(1)  Includes Johan  Schotte,  Pierre  Koshakji,  Robert  Miller,  Jr.,  Stephen
     Greenwald, Ian Jessel and Patrick Speeckaert.
(2)  Includes presently exercisable options to purchase 156,666 shares of common
     stock; also includes 61,167 shares held jointly with Mr. Miller's wife, and
     9,500  shares held in an  individual  retirement  account for Mr.  Miller's
     wife, as to which latter shares Mr. Miller disclaims beneficial ownership.
(3)  Includes presently exercisable options to purchase 375,000 shares of common
     stock.
(4)  Includes presently exercisable options to purchase 238,385 shares of common
     stock; does not include 1,486,134 shares of common stock and 401,600 common
     stock  purchase  warrants  held by a corporate  affiliate  of Mr.  Schotte,
     Lecoutere  Finance  S.A.;  also does not include  111,285  shares of common
     stock and 2660 common  stock  purchase  warrants  held by E3  Capital,  and
     29,537  common  stock  purchase  warrants  held by Media Trust  S.A.,  both
     corporate  affiliates of Mr. Schotte.  (Mr.  Schotte  disclaims  beneficial
     ownership of all shares and warrants held by affiliated entities,  although
     based on Mr.Schotte's close business  relationship with the other principal
     shareholders  of these entities,  there exists the  possibility  that these
     shareholders may act in concert with Mr. Schotte with respect to the voting
     of these shares in the Company).
(5)  Includes presently exercisable options to purchase 104,735 shares of common
     stock.
(6)  Includes presently exercisable options to purchase 401,600 shares of common
     stock. See note (4).
(7)  Includes presently exercisable options to purchase 874,786 shares of common
     stock.
                                       25
<PAGE>
Item 13. Certain Relationships and Related Transactions.
-------------------------------------------------------

     In April, 1997,  Stephen R. Greenwald,  Lawrence Schneider (then a director
of the  Company),  and Robert E.  Miller,  Jr.  made loans to the Company in the
amounts of $50,000, $25,000 and $25,000, respectively.  Each loan was payable on
demand,  accrued  interest at the rate of 9.25% per annum,  and was secured by a
collateral  assignment of the Company's  $300,000  receivable due from Kinnevik.
See  "Business-Sales  of Distribution  Rights." In  consideration of making such
loans,  the lenders  received  five-year  warrants to purchase  shares of common
stock of the Company,  exercisable  at $1.00 per share.  Messrs.  Schneider  and
Miller each  received  25,000  warrants  in  consideration  of their  respective
$25,000  loans to the Company,  and Mr.  Greenwald  (or his  designee)  received
50,000  warrants  in  consideration  of his  $50,000  loan to the  Company.  Mr.
Schneider's  loan was  repaid  in  April,  1998  from the  Kinnevik  receivable.
However,  Messrs. Greenwald and Miller agreed to a rollover of their loans to be
paid from the proceeds of a second Kinnevik  receivable due in September,  1998.
In consideration of the rollover, Mr. Greenwald will receive 25,000 warrants and
Mr.  Miller  will  receive  12,500  warrants,  in each case  exercisable  over a
five-year  period  at $1.00  per  share.  Mr.  Greenwald's  loan was  repaid  in
September,  1998; Mr. Miller's loan was rolled over for a six month period on an
unsecured  basis  with  interest  at the  rate  of 10%  per  annum.  Mr.  Miller
subsequently agreed to another six-month rollover (through September,  1999), in
consideration of which he will receive an additional 12,500 warrants exercisable
over a five-year  period at $1.00 per share, an increase in the interest rate on
his  loan to 12% per  annum,  and an  extension  on the  expiration  date of all
warrants issued to date to the year 2004.

     In March, 1998, Ira Smith and Stephen Greenwald stepped down as Co-Chairmen
in the Office of the Chairman of the Company, and Johan Schotte was appointed as
Chairman and CEO of the Company. In connection with the change in management, an
affiliate of Mr. Schotte purchased $230,000 face value of deferred  compensation
notes  from  Messrs.  Smith  and  Greenwald,   and  in  April,  1998,  converted
approximately  75% of those notes into 667,648  shares of the  Company's  common
stock.  The balance of these notes were  converted into 176,050 shares of common
stock in October, 1998.

     In connection  with the change of management  in March,  1998,  the Company
acquired an 18% equity interest in each of two corporations  affiliated with Mr.
Schotte,  one of which is the owner of the Albuquerque Geckos, a second division
professional soccer team in New Mexico (subsequently transferred to Sacramento),
and the other of which is a media production company in Luxembourg.  The Company
issued one-year notes in the aggregate  amount of $450,000 in  consideration  of
the purchase of the equity  interests in these  companies.  (In June,  1999, the
Company  satisfied  $135,000 of these notes, and the accrued interest thereon of
$27,225,  by the issuance of 348,721 shares of the Company's  restricted  common
stock valued at $.465 per share to Lecoutere Finance,  S.A., an affiliate of Mr.
Schotte's.  The recipient of the shares then transferred  331,285 of such shares
to E3  Capital,  also an  affiliate  of Mr.  Schotte's).  The  Company's  equity
interest in the entity which owns the professional  soccer team has been reduced
to 9% as a  result  of a  transfer  of  ownership  of  that  corporation  and an
additional  capital  contribution into that corporation in which the Company did
not participate.

     In June,  1998, the Company entered into a sublease for office space in Los
Angeles  with an  affiliate  of the CEO of the  Company.  The  sublease was on a
month-to-month  basis at the rate of $1,500 per month.  The Company utilized the
premises for the period between June and December, 1998.

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

                                       26
<PAGE>
     In July,  1998,  the  Company  entered  into the  following  related  party
transactions  with Media  Trust S.A.,  a company  which is an  affiliate  of Mr.
Schotte and in which the Company holds a minority interest:  (i) the Company has
agreed to make a $2,500 loan to the affiliate, payable in one year with interest
at  15%  per  annum;  (ii)  the  Company  engaged  the  affiliate  to  introduce
prospective  investors to the company,  in exchange for which the affiliate will
receive  10% of any  investments  made in the  Company by  persons  or  entities
introduced by the affiliate,  together with five-year warrants (100 warrants per
$1,000 invested) at an exercise price equal to the market price of the Company's
stock on the date of the investment.  In connection with convertible  loans made
to the  Company  in  1998  by  Belgian  investors  in the  aggregate  amount  of
approximately  $100,000,  and the purchase of 625,000  shares of common stock of
the Company by Lecoutere Finance, S.A. in December, 1998 (see below), a total of
29,540  five-year  warrants have been issued to Media Trust,  S.A. with exercise
prices ranging from $.38 per share to $.98 per share.

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

     During the fiscal year ended June 30, 1999,  Mr.Schotte  loaned the Company
$21,985,  and Mr.  Koshakji  loaned the Company  $5,700,  with each loan bearing
interest at the rate of 12% per annum.  In  consideration  of making such loans,
Mr.  Schotte  received  5,000 common stock  purchase  warrants and Mr.  Koshakji
received 1,350 common stock purchase  warrants,  in each case exercisable over a
five-year period at a purchase price of $1.00 per share.

     In April  1999,  the  Company  purchased  an option with the right of first
refusal to be the exclusive  worldwide  distributor of a motion picture entitled
"HARA." The film is an action-packed  semi-biographical  martial arts love story
and is expected to start  pre-production in January,  2000. A company affiliated
with  management  of  the  Company  owns  a 50%  equity  interest,  in  Red  Sun
Productions,  Inc.,  the  production  company  which owns all rights to the film
"HARA."




























                                       27
<PAGE>
                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
------------------------------------------------------------------------
(a)(1) The  response  to this  portion  of Item 14 is  submitted  as a  separate
       section of this report commencing on page F-1.

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

(a)(3) Exhibits


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

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

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

3.4   By-laws(1)

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

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

4.3   Form of Common Stock Certificate(1)

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

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

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

4.7   Form of Stock Option Agreement by and between the Company and officers and
      directors of the Company, for stock options issued in April 1995(5)

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

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

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

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

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

4.13  Preferred Stock Certificate, Series A,issued to Kinnevik Media Properties,
      Ltd. in September, 1997 (10)


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

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

10.1  1989 Long Term Incentive Plan(1)

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

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

                                       28
<PAGE>
10.4  Supplement to the 1995 Private Placement Memorandum(5)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       29
<PAGE>
10.26 Stock Purchase  Agreement  between  the  Company  and  Flanders  Film S.A.
      relating to purchase of minority  stock  interest in E3 Sports New Mexico,
      Inc. and Media Trust S.A., and related  promissory  notes for $135,000 and
      $315,000, dated March 2, 1998 (10)

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

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

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

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

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

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

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

10.34 Employment Agreement with Ian Jessel, dated November 8, 1998 (13)


10.35 Settlement Agreement with Stephen Greenwald, dated October 6, 1999(13)

21.1  Subsidiaries of the Registrant(3)


__________________________________________


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

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

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

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

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

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

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

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

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

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

                                       30
<PAGE>

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

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

(13) Filed herewith.

(b)  Reports on Form 8-K

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

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

(d)  None.












                                       31
<PAGE>
                                   SIGNATURES

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



                                    ODYSSEY PICTURES CORPORATION


Dated: October 18, 1999            By:   /s/ Johan Schotte
                                         -----------------
                                         Johan Schotte,
                                         CEO and Chairman



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




Signature                     Title                                      Date


/s/ Johan Schotte             CEO and Chairman                         10/18/99
-----------------             (Principal Executive &
    Johan Schotte             Financial Officer)


/s/ Pierre Koshakji           President; Director                      10/18/99
-------------------
    Pierre Koshakji


/s/ Robert E. Miller, Jr.     Director                                 10/18/99
-------------------------
    Robert E. Miller, Jr.


/s/ Patrick Speeckaert        Director                                 10/18/99
----------------------
    Patrick Speeckaert


/s/  Ian Jessel               Director                                 10/18/99
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     Ian Jessel




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