SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)

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

For the fiscal year ended June 30, 2001

/    /  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)


              16910 Dallas Parkway, Suite 104, Dallas, Texas 75248
              ----------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:           (972)  818-7990

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 June 30, 2001 was approximately $8,469,736 (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 June 30, 2001 there were outstanding 21,174,340 shares of Odyssey
Pictures Corporation's common stock, par value $.01 per share (the "Common
Stock").


<PAGE>
                          ODYSSEY PICTURES CORPORATION
                      Form 10-K Report for the Fiscal Year
                               Ended June 30, 2001


                                TABLE OF CONTENTS
                                                                         Page


                                     PART I

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

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

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

Item 4. Submission of Matters to a Vote of Security Holders..........   12



                                     PART II


Item 5. Market for Registrant's Common Stock and
        Related Stockholder Matters..................................   12

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

Item 7. Management's Discussion and Analysis of Financial
          Condition and Results of Operations........................   14

Item 8. Financial Statements and Supplementary Data..................   15

Item 9. Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure.....................   15



                                    PART III

Item 10. Directors and Executive Officers of the Registrant..........   16

Item 11. Executive Compensation......................................   17

Item 12. Security Ownership of Certain Beneficial
          Owners and Management......................................   21

Item 13. Certain Relationships and Related Transactions..............   22



                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and
          Reports on Form 8-K........................................   24





                                       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 were  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 was unable to sustain any substantial activities in
the international distribution of motion pictures.

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

     While   continuing  to  develop  and   re-establish   the  Company's   film
distribution  business,  management's  objective  was to  aggressively  build  a
diverse,  global media company  independent in ownership from the major film and
music  companies.  Management  also sought 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.  In  addition,  in 1999 and 2000 the  company
acquired interests in other technology  segments of the communications  industry
and, more  specifically,  formed a subsidiary  (wholly owned)  entitled  Odyssey
Ventures Online Holding S.A., in Luxembourg. 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 or
writer  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.  In some cases, 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 due to detailed servicing requirements. Furthermore, with respect
to  any   particular   film,  the  Company   typically   enters  into  exclusive
distributorship arrangements,  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."



                                       3
<PAGE>

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

     The film distribution business breaks down into two broad categories:

o    Sales Agency  Representation.  As a sales agent, the Company  undertakes 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 ranging from
     15% to 25%, 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
     ranging from 25% to 35% over a term ranging from 15 years to perpetuity. In
     addition,  the distributor may negotiate,  or otherwise  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  then seeks 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  certain  items   necessary  for  the
distribution of the film). In some instances,  the subdistributors'  obligations
for the  payment due on  delivery  are  secured by a letter of credit.  Although
there are a number of markets each quarter,  major sales take place primarily at
three film markets:

1)"MIF" in Cannes, France each May; 2)"MIFED" in Milan, Italy each October; and,
     3)"AFM" in Los Angeles each February.

     In general,  after  financing (if any) is repaid,  the Company  applies the
distribution receipts from its subdistributors in the following manner:

     1)First to the payment of commissions due to the Company,
     2)The recovery of certain distribution expenses advanced
     3)To the reimbursement of the Company for its guarantee or advance, if any,
     4)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

     Film  distribution  companies  such  as  the  Company  primarily  represent
independent producers of motion pictures (rather than motion picture studios) in
all related markets and all media, including theatrical release,  television and
home video/DVD 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"


                                       4
<PAGE>

films  produced  at a 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",  or shared,  arrangements  with  studios to represent a film in certain
markets.

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

Business Strategy

     The  Company's  strategy  is  to  capitalize  on  the  reputation  and  the
experience of its management team to package, produce and distribute independent
feature films and expand its growth and  infrastructure  through acquiring other
related  entities,  also utilizing the industry to obtain certain  financing for
projects.  The  execution of the  Company's  strategy  comes from  operating the
following  activities  within each  service it  provides  which,  in turn,  will
generate revenues from both fees and commissions.

1)   Packaging - The Company  expects to become  involved  with  packaging  (the
     process by which one  undertakes  a particular  film project in  screenplay
     form and  assembles  cast,  crew,  financing,  introduces  banks  and other
     institutions to the "package"  (either for the company or for the producer)
     and may establish  partnerships from contributing buyers in order to secure
     the  distribution  and market position for the film, if actually  produced.
     For this activity,  the company shall receive a percentage of the budget of
     the film and perhaps an equity interest as well.
2)   Produce - For film projects in script form that may be acquired exclusively
     for the  company,  a separate  schedule is  provided  which will enable the
     packaging  on an "in  house"  basis.  That is,  to hire  all crew  members,
     contract a director, and assemble all necessary elements for production and
     financing of the proposed project.  The Company, in this case, is also able
     to partner with other production teams or distribution  companies for added
     security  and in  reducing  risk in order for the  project  to have  market
     interest  early on. The Company shall retain  percentages  of the budget as
     well as receive fees as a producer  and shall also control a major  portion
     of the equity  resulting in an increased chance for higher revenue portions
     from sales in the world and US markets.
3)   Distribute  - The  Company  plans to acquire a certain  number of films per
     year as well as  assemble a  distribution  package for other films that are
     completed.  This will generate commission revenues from sales and marketing
     income for which the Company can achieve its buyers' interest.
4)   Related Entities - From time to time, the Company may be asked to engage in
     financing and/or distribution  activities for companies that could fill the
     need for  continued  product.  If conditions  were of a financially  secure
     nature, management would attempt to acquire or otherwise partner with these
     potential  target  companies in order to expand its base and diversity as a
     supplier.
5)   Industry  Financing  -  Certain  arrangements  will be sought  whereby  the
     markets can provide  financing in advance for feature film  product.  It is
     the  Company's  intention to seek  alternate  methods of this  "off-balance
     sheet" financing in order to secure more product under its control.






                                       5
<PAGE>

Strategic Objectives

     The above  strategies  are selected out of necessity in the operations of a
business  such as Odyssey.  Certain  revenue  periods are  realized at different
times.  By  accommodating  the above  mentioned  strategies,  the  Company  will
recognize revenues at different points of the processing.  This will create more
opportunity  for  revenues  to the  Company  and not  just  focus on one area of
revenue as  historically  produced.  Management  must select from the  following
areas of daily management to accomplish this strategy:

-    Follow  similar  guidelines  from other  companies  that have  proven  this
     process   to  be   fruitful   and   incorporate   them  into   management's
     infrastructure;
-    Properly  capitalize  the  Company  for  its  basic  costs  of  seeing  the
     implementation begun and make sales contacts regularly;
-    Begin the various stages of strategy in order to create a small, but secure
     level of income in each area;
-    Enhance the Company relationships with its investors and investment bankers
     to focus on their participation as income and Company performance improves.
-    Seek assistance  from outside sources on shared  management of libraries of
     films or  limited  exposure  on new  product to key  selected  buyers for a
     reduced commission in order to attract producers and new projects.
-    Avoid risk-oriented  projects and acquisitions with long startup periods to
     revenue.
-    Maintain a budget for operations  and fixed  overheads as well as utilizing
     revenues  from  sales  to  finance   future   marketing  and   distribution
     activities.


Subsidiary Operations

     During the year 2000 and into 2001,  Odyssey has completed the  acquisition
of Filmzone.com,  an informational  entertainment  resource site which presently
serves the public for retrieval of current film information. The acquisition was
added as a subsequent part of the earlier  announced Kimon  acqusition.  Odyssey
plans on  renovating  the site to serve the buyer markets in order to access the
films it acquires.  The site will offer  pricing and a high grade of  technology
where the viewer can access the commercials, trailers and artwork as well as the
territories open for sale.

     During the first part of 2001, along with the assistance of the Kimon Group
and  Filmzone.com,  Odyssey has developed  its web-site  which will announce its
activities and news, as well as its new films coming out in the future.  The web
site  address is noted as  "Odysseypix.com"  and is expected to be "live" in the
latter part of 2001.

     In March of 2000, the Company formed Odyssey  Ventures Online Holding S.A.,
a  Luxembourg  corporation  ("OVO"),  for the purpose of making  investments  in
various  technology-related  entities. OVO's strategy is to invest and co-invest
with venture  capital  investment and management  groups,  with the intention of
developing  products and services related to digital  commerce,  content and the
distribution thereof.

     During the course of the fourth  quarter of the fiscal year ending June 30,
2001,  management  determined  that the  maintenance and costs of overseeing the
assets of OVO, with the long term benefits in technology  business  having to be
revised  significantly,  require a change in the earlier  plans to pursue  added
investments in related technological  ("Tech") companies.  Recent down-grades of
outside  investments have affected the growth plans of many companies.  The fact
that the  Company  has had  numerous  difficulties  in  securing  its long  term
investment capital and has had little or no financial activity, the prospects of
future  investments  and  growth  plans  of  subsidiary  operations  need  to be
discontinued.




                                       6
<PAGE>

     Odyssey has an affiliated  interest in another  company (Media Trust S.A.),
which has offered to manage and maintain the OVO assets for a period of time. It
is  contemplated  that there may be an acquisition or assumption,  or a trade of
debts  in order to best  accommodate  the  present  market  changes  and to save
Odyssey  from having to spend money to support the  subsidiary  operation.  This
would leave the Company  free to focus on  generating  and  maintaining  its own
resources for revenues and  overheads as it became clear that outside  financing
was going to be more difficult to secure, if at all.

     To accommodate the maintenance and operations of OVO, a separate  agreement
shall be negotiated in the first fiscal quarter ending September 30, 2001.

     See "Recent  Acquisitions"  below for a description of investments  made by
OVO.


Recent Acquisitions

     Since  the  formation  of OVO in  March,  2000,  the  Company  has made the
following investments:  (i)an investment of $500,000 for a 6.25% equity interest
in  PurchasePooling.com,  Inc., a web-based demand aggregating service developed
to enable government entities and businesses to realize significant cost savings
by combining their purchasing power on large-ticket  capital equipment,  as well
as other goods and  services;  (ii) an  investment  of $136,668 for a 25% equity
interest in  Webtelemarketing.com,  an  Internet-based  company  specializing in
online  recruiting  by linking  the supply  and demand  sides of the  employment
industry;  (iii)an  investment  of $25,000 for a 1% equity  interest in Exchange
Enterprises,  Inc., a privately-held company that has developed a patent-pending
internet  cash card that allows  consumers  to purchase  products  and  services
online without the use of credit cards or bank accounts. In September, 2000, OVO
sold 30% of its investment in Purchase  Pooling to Edge Technology  Group,  Inc.
(OTC Bulletin Board: EDGE) in return for 264,000 shares of the company.

Development

     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.
Prior management  owned an indirect 50% equity interest,  through its affiliated
companies,  in Red Sun Productions,  Inc., the rights holder of "HARA". In April
of 2000, the Company made a refundable  advance  towards the  acquisition of the
distribution  rights  to the film  with the  intention  of  producing  it into a
feature  length movie based upon the prospects of new financing for  productions
becoming available.  As of June 30, 2001, the financing has not become available
and the project  remains in script form,  but is  registered  as an asset of the
Company.

Library Films

     In August,  1998,  the Company  completed the  acquisition of the assets of
Sweden-based  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 had the right to convert to
Odyssey  common  stock  between  June  30,  2000  and  December  31,  2000  on a
dollar-for-dollar  basis based on the price of the Company's common stock at the
time of  conversion.  Kimon  assets  purchased  consist of a film  library  with
worldwide  and/or  Scandinavian   distribution  rights  and  Scandinavian  video
distribution rights to certain Hallmark Entertainment products.

     In  connection  with the  change of  control in March,  1998,  the  Company
acquired an 18% equity interest in each of two corporations  affiliated with Mr.
Schotte,  one of which is the owner of the Albuquerque Geckos, a second division
professional soccer team in New Mexico (subsequently transferred to Sacramento),
and the  other of which is a media  production  company  in  Luxembourg  ("Media
Trust").  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


                                       7
<PAGE>

June,  1999,  the Company  satisfied  $135,000 of these  notes,  and the accrued
interest thereon of $27,225,  by the issuance of 348,721 shares of the Company's
restricted  common  stock  valued  at $.465 per  share).  The  Company's  equity
interest in the entity which owns the professional  soccer team has been diluted
by half, or to 9%, as a result of a capital  increase/call  in which the Company
did not participate.


Sales of Library Films

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

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


Recent Financings

     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). The notes have been extended through to September 30, 2001

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

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

     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).



                                       8
<PAGE>

     In August,  1999, 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). The notes have been extended through to September 30, 2001.

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

     In August, 2000, two 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). The notes have been extended through to September 30, 2001.

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 motion picture studios.  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 June 30, 2001,  the
Company had three  full-time  employees,  consisting of Mr. Schotte and Mr. John
Foster,  the CEO and  President  of the  Company,  respectively,  along  with an
administrative assistant in the Dallas office.

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,  2001,  there  were  approximately
$33,783,061 in net operating loss  carryforwards  remaining to be used to reduce
tax liability.  The utilization of approximately $4.9 million of these losses in
future periods will be limited to approximately $350,000 per year.

Item 2.  Properties

     The Company  presently  conducts its operations  out of leased  premises at
16910 Dallas Parkway,  Dallas,  Texas,  consisting of approximately 2,500 square
feet. The premises are presently  being made available to the Company  through a
sublease  agreement  with JL Media  Services  LLC,  an  affiliated  party to Mr.
Foster. Rent expense for each of the fiscal years are as follows:

                  June 30, 2001 - $34,094
                  June 30, 2000 - $17,649
                  June 30, 1999 - $84,939

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






                                       9
<PAGE>

Item 3.  Legal Proceedings

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


                                       10
<PAGE>

     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.  As of this year,  there has been no contact
with the plaintiff and no indication of any activity.

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

     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.

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


                                       11
<PAGE>

employment  agreement.  The Company  intends to vigorously  defend the action on
several  grounds,  including Mr. Jessel's  breach of his  obligations  under the
agreement.  Discovery  was  ongoing in this  matter and a trial date was set for
April 30, 2001. Included in accrued wages is a contingent amount for Ian Jessel,
In December of 2000,  management requested mediation talks to begin and has made
efforts to settle the ongoing litigation  matters. A settlement has been reached
and has been voted as  accepted  by the Board.  All  settlement  discussion  and
offers have been reserved and are within the reserved amount(s).

     Dennis Morgan commenced an action against the Company in December,  1999 in
the Los Angeles  Superior Court alleging that he was promised a position as head
of a music  division  to be  established  by the  Company  and  that  such  oral
agreement  was intended to be  confirmed  in writing but never was.  Mr.  Morgan
brought  claims  against the Company and others for the  purported  breach of an
oral agreement,  purported breach of an implied agreement,  fraud and fraudulent
conveyances.  The Company has served written discovery and is awaiting responses
to  interrogatories  and the production of documents.  The Company contends that
there was no employment  relationship with, nor any monetary commitments to, Mr.
Morgan, and that it committed no breach or wrongdoing. A trial; date was set for
this matter. The parties began discussing settlement terms in order to alleviate
the  costs of  ongoing  litigation.  As of the end of June,  2001,  the  Company
entered  into  preliminary   settlement  and  expects  satisfy  any  outstanding
complaints.


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.



                                     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.




                                       12
<PAGE>

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



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


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


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


Fiscal 2001                High                        Low
-----------                ----                        ---
First Quarter             $1.52                      $1.09
Second Quarter             1.38                        .50
Third Quarter              1.00                        .34
Fourth Quarter              .45                        .33



     As of June 30, 2001, there were  approximately  5,542 record holders of the
Company's Common Stock.










                                       13
<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>
<S>                                                  <C>     <C>        <C>        <C>      <C>

                                                                For the Years Ended June 30,
                                                        ----------------------------------------------
                                                        2001     2000      1999     1998      1997
Income Statement Data

Revenues.........................................       $   4    $146     $288      $  42      $141
Income(loss) from continuing operations..........      (1,449) (1,208)  (1,388)    (1,119)       69
Income(loss)from discontinued operations.........          --      --       --         --        --

Net income (loss)................................      (1,449) (1,208)  (1,388)    (1,119)       69


Per Share Data*

Income(loss) from continuing operations..........        (.08)   (.09)    (.22)      (.25)      .02
Income(loss) from discontinued operations........          --      --       --         --        --
Net income (loss)................................        (.08)   (.09)    (.22)      (.25)      .02
Cash dividends...................................          --      --       --         --        --
Weighted average shares..........................      17,214  11,093    6,459      4,403     2,294


Balance Sheet Data

Film costs.......................................       3,923   4,095    4,378        110       120
Total assets.....................................       5,796   5,936    5,439        675       740
Indebtedness.....................................       3,743   2,869    1,192      1,079       962
Shareholders' equity.............................       2,053   3,067    2,161     (2,083)   (2,226)
</TABLE>

------------------------------------
NOTE:  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, 2001 and 2000

     Net loss for the year ended  June 30,  2000 was due mainly to the fact that
the  Company  did not  release  any new films nor  receive  any income  from its
investments  through its  subsidiary.  Revenues for the twelve months ended June
30, 2001  decreased to $3,706  compared to $146,844 for the twelve  months ended
June 30, 2000. No new films became  available for delivery during either period,
although  the  company  is in post  production  for one  film  project  recently
acquired.




                                       14
<PAGE>

     Costs related to the revenues  increased to $ 152,953 for the twelve months
ended June 30, 2001 as compared to $140,580 for the twelve months ended June 30,
2000. The relative  increase costs are primarily  related to depreciation  costs
associated  with the earlier  acquisition of the Kimon library and Hallmark film
assets.

     Selling,  general  and  administrative  expenses  increased  by $106,120 to
$1,242,737  for the twelve month period ended June 30, 2001 from $ 1,136,617 for
the  comparable  period ending June 30, 2000.  This increase is primarily due to
increases in allowances for settlement and excessive  interest and  professional
fee charges relating to litigation settlement.

     There was no other income recognized in the twelve-month  period ended June
30, 2001 and June 30, 2000.

     Since the change in management control in March of 1998, new management has
undertaken several steps to reverse  unfavorable  results.  The company embarked
on, and still is in progress  with, a  recapitalization  program  with  positive
results.  The  Company  purchased a feature  film,  in post  production,  and is
seeking an equity interest in another company in addition to its acquisitions of
the  twelve-month  period ended June 30, 2000.  The Company has also engaged new
managerial staff to further assist in its future performance.


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, 2001, the Company held approximately $1,163 of cash.

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

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

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


Item 8.  Financial Statements and Supplementary Data.

     The  response  to this  Item is  submitted  as an  exhibit  to 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.


                                       15
<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                  40              Chairman of the Board
                                               & Chief Executive Officer

John Foster                    48              Director, President, Secretary

Patrick Speeckaert             54              Director

Jean-Marie Carrara             43              Director

Pierre Koshakji                39              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. Mr. Schotte has
served as Chairman and CEO of the Company since March, 1998.

John Foster for more than the past five years has been an independent financial
consultant, investment analyst and investment banker, specializing in turnaround
situations and management restructuring in specific industries such as
technology, insurance and the entertainment and communications industry. He has
extensive background in information systems and data processing, and is
presently a consultant and investment advisor in determining strategies of
financing and investments in motion picture projects for investors, distributors
and producers.

Mr. Foster served as interim President of the Company from January, 2000 through
June 2000, and has been extended through 2001, and is currently serving as
President of the Company.

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

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

Pierre  R.  Koshakji   co-founder,   and  former   President  and  director  of,
Entertainment   Education   Enterprises   Corporation   (E3   Corporation),   an
international  sports,  entertainment,  and investment group. E3 Corporation has
offices in Dallas, Luxembourg and Los Angeles and has a professional affiliation
with the Lamar Hunt group of companies, Unity Hunt. Prior to E3 Corporation, Mr.

                                       16
<PAGE>

Koshakji served as Director of Business  Development with Unity Hunt/Hunt Sports
Enterprises   where  he  evaluated,   negotiated,   and   implemented   targeted
acquisitions and projects.  He played a development  role in establishing  major
league soccer (MLS) and in establishing the two Hunt MLS teams in Columbus, Ohio
and in Kansas City, Missouri,  and served as Senior  Vice-President of Marketing
on the Las Vegas domed  Stadium  project as well as marketing  consultant to the
San Francisco  Giants new ball park at China Basin.  Other  positions and titles
Mr. Koshakji has held during his  professional  career include Deputy  Executive
Director of the 1994 World Cup, Dallas Venue,  including the  responsibility  of
liaison with the European  Broadcast Union and  International  Broadcast Center,
the position of Director at KMPG Management Consulting in the country of Kuwait,
and electrical engineer at Chrysler  Technologies Airborne Systems. Mr. Koshakji
graduated from  Vanderbilt  University BSEE with honors and received his Masters
of Business Administration at Southern Methodist University. Mr. Koshakji served
as President of the Company from March, 1998 through February, 2000.


Meetings and Committees of the Board of Directors

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


Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the  Company's  officers and  directors,  and persons who own more than 10% of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the  Securities and Exchange  Commission
(the  "Commission").  Officers,  directors and greater than 10% stockholders are
required by the  Commission's  regulations to furnish the Company with copies of
all section 16(a) forms they file. To the Company's knowledge, based solely on a
review of the copies of reports  furnished to the Company during the fiscal year
ended June 30, 2001,  the  Company's  officers,  directors  and greater than 10%
stockholders  complied with all filing  requirements  under section 16(a) except
that Messrs. Carrara and Foster did not file Form 3 Reports.


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, 2001, 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:






                                       17
<PAGE>

<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         2001     260,000      --           --             --            --
Chief Executive       2000       6,860      --           --             --       161,140(1)
Officer; Chariman     1999      29,050      --           --             --       138,950(1)
                      1998       5,000      --           --             --        43,000(1)


Pierre Koshakji       2001         --       --           --             --            --
                      2000         --       --           --             --       114,000(1)
                      1999      36,750      --           --             --       131,250(1)
                      1998       5,000      --           --             --        43,000(1)


John Foster           2001     156,000      --           --             --            --
President             2000      49,250      --           --             --        12,312

</TABLE>


(1)  Represents  deferred  compensation  which  accrued  during the fiscal years
     indicated.  Mr.Schotte received $$181,950 in the fiscal year ended June 30,
     2000 in respect of the deferred salary for the prior two fiscal years.  Mr.
     Koshakji  received  $135,310  in the fiscal  year  ended  June 30,  2000 in
     respect of a portion of the deferred salary for the prior two fiscal years.
     Mr.  Koshakji  is no longer an  employee  of the company for the year ended
     June 30, 2001. 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.

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, 2001.


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

        None (1)


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


                                       18
<PAGE>

<TABLE>
<CAPTION>


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


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


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



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


</TABLE>


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

Note: No bonus has been paid or distributed in the past four quarters.



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.  In the period ending 2000, each Board
Member  received  2000  shares  of  Common  Stock  in  consideration  for  their
participation.  There  have  been no other  distributions  of Stock to the Board
Members.


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


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




                                       19
<PAGE>

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

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

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

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


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


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


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





                                       20
<PAGE>
     John Foster served as interim  President of the Company from January,  2000
through  June,  2000 at the rate of $9,850  per month.  In July 2000,  he became
President of the Company and agreed to a one-year  extension of his agreement at
the rate of $12,000 per month.  Mr. Foster's  accrued salary has gone unpaid and
remains as a payable of the Company as of the end of June 30, 2001.

Compensation  Committee Report and Compensation Committee Interlocks and Insider
Participation

     Executive  officer  compensation  is  determined  by the  entire  Board  of
Directors.  The Board has not  appointed or  designated a separate  compensation
committee to  determine or set  executive  compensation.  The Board's  executive
compensation policy is intended to attract and retain key executives, compensate
them at appropriate levels and provide them with both cash and equity incentives
to enhance the Company's  value for all of its  stockholders.  Item 12. Security
Ownership of Certain Beneficial Owners and Management.

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

     The following table sets forth information  concerning  ownership of common
stock,  as of September  25, 2000, by each person known by the Company to be the
beneficial  owner  of more  than  5% of the  common  stock,  each  director  and
executive officer, and by all directors and executive officers of the Company as
a group.


Name of                                   Shares                  Percentage of
Beneficial Owner           Status         Beneficially Owned      Class
----------------           ------         ------------------      --------------
Johan Schotte              CEO and          233,385(1)                1.4%
                           Chairman

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

Patrick Speeckaert         Director           2,000               Less than 1%

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

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


(1)  Includes presently exercisable options to purchase 108,385 shares of common
     stock; does not include 1,486,134 shares of common stock and 526,600 common
     stock  purchase  warrants  held by a corporate  affiliate  of Mr.  Schotte,
     Lecoutere  Finance  S.A.;  also does not include  111,285  shares of common
     stock and 2660 common  stock  purchase  warrants  held by E3  Capital,  and
     29,537  common  stock  purchase  warrants  held by Media Trust  S.A.,  both
     corporate  affiliates of Mr. Schotte.  (Mr.  Schotte  disclaims  beneficial
     ownership of all shares and warrants held by affiliated entities,  although
     based on Mr.Schotte's close business  relationship with the other principal
     shareholders  of these entities,  there exists the  possibility  that these
     shareholders may act in concert with Mr. Schotte with respect to the voting
     of these shares in the Company).
(2)  Includes presently exercisable options to purchase 526,600 shares of common
     stock. See note (1).
(3)  Includes presently exercisable options to purchase 104,735 shares of common
     stock.
(4)  Includes presently exercisable options to purchase 213,120 shares of common
     stock.
                                      21
<PAGE>

Item 13. Certain Relationships, Related and Subsequent Transactions.

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

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

     In July,  1998,  the  Company  entered  into the  following  related  party
transactions  with Media  Trust S.A.,  a company  which is an  affiliate  of Mr.
Schotte  and in which the  Company  holds a minority  interest:  (i) the Company
agreed to make a $2,500 loan to the affiliate, payable in one year with interest
at  15%  per  annum;  (ii)  the  Company  engaged  the  affiliate  to  introduce
prospective  investors to the company,  in exchange for which the affiliate will
receive  10% of any  investments  made in the  Company by  persons  or  entities
introduced by the affiliate,  together with five-year warrants (100 warrants per
$1,000 invested) at an exercise price equal to the market price of the Company's
stock on the date of the investment.  In connection with convertible  loans made
to the  Company  in  1998  by  Belgian  investors  in the  aggregate  amount  of
approximately  $100,000,  and the purchase of 625,000  shares of common stock of
the Company by Lecoutere Finance, S.A. in December, 1998 (see below), a total of
29,540  five-year  warrants have been issued to Media Trust,  S.A. with exercise
prices  ranging from $.38 per share to $.98 per share.  The $2,500 loan to Media
Trust  S.A.  is  currently  outstanding  as of June  30,  2001  along  with  the
reconciliation of commissions which may be due to Media Trust.

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

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

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



                                       22
<PAGE>

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

     In April of 2001, the Company's subsidiary, Odyssey Ventures Online Holding
S.A.  formulated  a  subscription  document  in  Luxembourg,  specific to non-US
investors in seeking a capital amount totaling 5.0 million US Dollars. As of the
close of business on June 30, 2001, there were no subscribers or participants in
the  subscription  document  and non were  expected to  participate  in the near
future.

     In May of 2001,  management entered into discussion  regarding the possible
restructure  of the  present  management  for and in  consideration  of  certain
adjustments to the operational  direction of company.  It is  contemplated  that
certain assets and  liabilities  would be taken over by Mr. Schotte in an effort
to streamline the debts of Odyssey and the directions of its subsidiary, Odyssey
Ventures  Online Holding S.A.  During such a transition,  Mr. Schotte would step
down as an employee of the Corporation to manage the  subsidiary.  The intention
would be to  transact  the  eventual  purchase  or split of the  subsidiary  for
certain  consideration.  Such  a  transaction  would  be  noted  in  forthcoming
quarterly reports, if approved and enacted upon. This transition would place Mr.
Foster in the position of CEO and Chairman of the Board. The Board has scheduled
such a meeting to occur on or before the end of November 2001.

     On July 6th of 2001, the Board voted on the assignment of Mr. Foster to CEO
and Chairman of the Board of Odyssey Pictures Corporation.  Mr. Schotte resigned
as CEO and Chairman and was appointed the position of Executive Vice Chairman on
the Board.  This change was due to the approved  transition by the Board for the
further growth plans of Odyssey.













                                       23

<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)

10.02   Lease for office premises at 16910 Dallas Parlway,  Suite 104, Dallas
          Texas dated February 1, 2001(8)





                                       24
<PAGE>

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

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

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

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

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

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

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

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

21.1    Subsidiaries of the Registrant(3)


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

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

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

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

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

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

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

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

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






                                       25
<PAGE>

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

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

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

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


(b)      Reports on Form 8-K

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

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

(d)      None.


























                                       26
<PAGE>


                                   SIGNATURES

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



                                    ODYSSEY PICTURES CORPORATION


Dated: November 8, 2001       By:   /s/ John Foster
                                  -----------------------------
                                       John Foster, President




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


Signature                     Title                                 Date


/s/ Johan Schotte             CEO and Chairman                      11/8/01
----------------------        (Principal Executive &
    Johan Schotte             Financial Officer)


/s/ John Foster               Director, President                   11/8/01
----------------------
    John Foster


/s/ Jean-Marie Carrara        Director                              11/8/01
----------------------
    Jean-Marie Carrara


/s/ Patrick Speeckaert        Director                              11/8/01
----------------------
    Patrick Speeckaert


/s/ Pierre Koshakji           Director                              11/8/01
----------------------
    Pierre Koshakji









                                       27
<PAGE>