SECURITIESAND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K/A



x
Annual Report under Section 13 or 15(d) of the Securities

Exchange Act of 1934



For the fiscal year ended June 30, 2011



or



o
Transitional Report under Section 13 or 15(d) of the

Securities Exchange Act of 1934



|0-18954               
|----------------------
|Commission file number



|ODYSSEY PICTURES CORPORATION                                     
|-----------------------------------------------------------------
|(Exact name of small business issuer as specified in its charter)



|Nevada                   |  | 95-4269048                          
|------------------------ |  | ------------------------------------
|(State of incorporation) |  | (IRS Employer Identification Number)



|2321 Coit Rd. Suite E, Plano, TX 75075 
|---------------------------------------
|(Address of principal executive office)



|(972) 867-0055             
|---------------------------
|(Issuer's telephone number)



Securities registered under Section12(b)
of the Exchange Act: NONE



Securities registered under Section 12(g)
of the Exchange Act:



|Common Stock: $.01 Par Value
|----------------------------
|(Title of Class)            



Indicate by check mark whether the registrant
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yeso Nox



Indicate by check mark whether the registrant
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yesx Noo



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. Yesx Noo



Indicate by check mark if there is no disclosure
of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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.o



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



|Large Accelerated Filero | Accelerated Filero | Non-accelerated Filero | Smaller Reporting Companyx
|------------------------ | ------------------ | ---------------------- | --------------------------



1







Indicate by a check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox





The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of June 30, 2011 was approximately $4,092,547 (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, 2011 there were outstanding
71,850,888 shares of Odyssey Pictures Corporation's common stock, par value $.01 per share (the "Common Stock").





2









ODYSSEY PICTURES CORPORATION



Form 10-K/A



Report for the Fiscal Year



Ended June 30, 2011



|PART I                                                                                                               | 
|-------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                     | 
|Item 1. Business                                                                                                     | 
|Item 2. Properties                                                                                                   | 
|Item 3. Legal Proceedings                                                                                            | 
|Item 4. (Removed and Reserved)                                                                                       | 
|                                                                                                                     | 
|PART II                                                                                                              | 
|                                                                                                                     | 
|Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 
|Item 6. “Not Applicable”                                                                                             | 
|Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations                        | 
|Item 8. Financial Statements and Supplementary Data                                                                  | 
|Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 
|Item 9A(T). Controls and Procedures                                                                                  | 
|                                                                                                                     | 
|PART III                                                                                                             | 
|                                                                                                                     | 
|Item 10. Directors and Executive Officers and Corporate Governance                                                   | 
|Item 11. Executive Compensation                                                                                      | 
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters              | 
|Item 13. Certain Relationships and Related Transactions and Director Independence                                    | 
|Item 14. Principal Accountant Fees and Services                                                                      | 
|Item 15. Exhibits                                                                                                    | 
|                                                                                                                     | 
|Signature                                                                                                            | 





3











PART I



ITEM 1.	DESCRIPTION OF BUSINESS



(a) General Development of Business



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



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



(b) Narrative Description of Business



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



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



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





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



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



2. Distribution Methods. Along with the
assemblage of service platform for the client, the company receives rights to distribute, organize, and otherwise make ready
all necessary content elements in order to administer them to the network, outlet, or specified end performance venue of such
content. As before practiced, the Company then seeks to license the rights it has been authorized to subdistributors in the
territories for the respective distribution rights. In general, the grant of rights to the subdistributors includes all media
since digital distribution does involve all forms previously segregated for independent sales among one or many other sales
agents in the past. The subdistributor in each territory generally pays for its distribution rights with a down payment at
the time the contract is executed with the balance becoming due before access to the content can be made through the
company's secure process

4





over the Internet. In some cases, our company will provide certain arrangements where advertising
revenue is split in lieu of licensing fees for the benefit of the client and where the client may have sponsorships,
advertising, marketing campaigns already directed by our company. This revenue sharing process is incorporated as a part of
the service arrangement that we are providing for the client. In this case, our company is licensing both the content and the
entire advertising/sponsorship program package from which revenue would be generated upon transmission and/or broadcast.





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



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



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



Odyssey has also become involved with development
and delivery of intellectual property products. The Company expects that the future of the business would rely on certain technological
advancements at the forefront of digital distribution and delivery. The Company believes that it is prudent to develop products
such as system infrastructure design, website design with video interface, online support systems, special secure coding, as well
as Internet broadcast solutions and satellite access. These elements, now embedded into the management and operations of the Company,
will become known as Proprietary Management Systems” and are unique to the media and media processing venues that capitalize
on current market interest and will be valuable in the very near future. Certain applications to this new service would include
branding, image design, corporate and graphic presentation matters such as logos, logo colors, logo statements in various templates
from which new business systems will be redesigned and developed for numerous business applications over the Internet and broadcast.



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



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



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



5







Competition



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





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





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



Operations



The Company's operations have been greatly
reduced as a result of there structuring of the Company by management. The Company's principal office is located in Plano, Texas
(see "Properties") and, as of June 30, 2011, the Company had three full-time employees, consisting of Mr. John Foster,
the CEO and President of the Company, along with an administrative assistant and an office assistant in the Plano office. The company
is fortunate to have been able to use some of its board members, along with a past board member, to help in areas where it could
not afford full-time personnel. The company also supports intern programs from time to time where college students can work at
the offices on a part-time basis for college credit. Additional staff is planned in the administrative, accounting, technological
interests and sales areas, either on a commission or contract basis.



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



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





ITEM 2.	PROPERTIES



During the reported period, the Company conducted
its operations out of leased premises at 2321 Coit Rd. Suite E, Plano, Texas, consisting of approximately 2,500 square feet. Rent
expense for each of the fiscal years through end of term at June 30, 2011, is as follows:



| | June 30, 2010 |  | $ | 30,923 |  | 
| | ------------- |  | - | ------ |  | 
| | June 30, 2011 |  | $ | 30,923 |  | 





6









ITEM 3.	LEGAL PROCEEDINGS





Watson, Farley and Williams v. Odyssey Pictures
Corp., Gold Leaf Pictures, Belgium, Johan Schotte, Chardonnay Enterprise Ltd, and A Hero From Zero N.V. Complaint filed April 30,
2001, New York Supreme Court, New York County, for balance owing for services rendered from the period beginning 1997 through to
April of 2001 to all named defendants. Odyssey has answered this complaint, although it was not notified until August 10, 2001
denying its position in the named defendants. Odyssey contends that it did, in fact, pay any and all outstanding related legal
bills related to the Plaintiff’s corporate involvement. Odyssey offered a settlement in 2002, however, no response has been
made from the Plaintiff on this matter as of the close of business on June 30, 2011.



On March 22, 2005 a judgment was entered against
the Company in favor of Distinct Web Creations, Inc. and Denise K. Houston in the amount of $32,000 plus prejudgment interest in
the amount of $6,291.50, plus attorneys fees in the Circuit Court in Volusia County, Florida. The Company entered into an agreement
with Distinct Web concerning the settlement of this judgment after the end of the previous fiscal year. This settlement was paid
during the fiscal year. On April 25, 2006, a judgment was entered in favor of the Carlton Fields law firm in the amount of $21,848.12
in the Circuit Court in and for Hillsborough County, Florida for legal services in representing the Company in the Distinct Web
Creations, Inc. matter.



On June 30, 2006 the Company entered into a
settlement agreement with ThorFilms, LLC. as to claims of each whereby the Company agreed to make payment of $100,000 to ThorFilms,
LLC prior to December 30, 2006. As of the date of this filing the Company has not made payment under this settlement agreement.



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





ITEM 4.	(REMOVED AND RESERVED)





PART II



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



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



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



Common Stock



| | Fiscal 2011    |  | High |      |  | Low |   |     
| | -------------- |  | ---- | ---- |  | --- | - | ----
| | First Quarter  |  | $    | .08  |  |     | $ | .017
| | Second Quarter |  |      | .08  |  |     |   | .035
| | Third Quarter  |  |      | .12  |  |     |   | .061
| | Fourth Quarter |  |      | .114 |  |     |   | .068



7







| | Fiscal 2010    |  | High |     |  | Low |   |     
| | -------------- |  | ---- | --- |  | --- | - | ----
| | First Quarter  |  | $    | .13 |  |     | $ | .05 
| | Second Quarter |  |      | .10 |  |     |   | .031
| | Third Quarter  |  |      | .07 |  |     |   | .031
| | Fourth Quarter |  |      | .09 |  |     |   | .055



As of June 30, 2011, there were approximately 4,243 record holders
of the Company's Common Stock.



On April 20, 2010, the Company completed settlement
of existing debt consisting of notes for cash, prepaid subscriptions for cash, services and other consideration totaling $169,869.52
in exchange for 2,165,500 shares of the Company’s common stock.



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

During the year ended June 30, 2011 we
issued 3,000,000 shares of our common stock upon the conversion of $129,244 in notes payable. We also issued 1.7 million shares
to Mr. Foster pursuant to the terms of his employment agreement. The shares were recorded at the agreement date fair values of
$200,000 and $125,000 respectively. Odyssey remains obligated to issue an additional 3.3 million shares to Mr. Foster and has accrued
the $250,000 fair value of these additional shares as a current liability.

Under a new employment agreement with
Mr. Foster, we issued 4,000,000 options. Exercise prices are staggered and range from $0.25 to $2.00. One million options vest
each successive anniversary date and expire three years from the date of vesting.





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



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







Overview



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



Results of Operations for years ended June
30, 2010 and 2011



Sales for the year ended June 30, 2011 were
$1,604,500 compared to $1,204,200 for the year ended June 30, 2010 resulting in Income Before other Income and Taxes of ($99,800)
for the period ended June 30, 2011 down from $69,800 the prior year.



8







Amortizable capitalized film inventory costs
related to revenues on licensees and the receipt of payments on residuals have been fully amortized or impaired in prior periods.
We expense all current costs as incurred. Selling, general and administrative expenses increased to $1,114,600 for the year period
ended June 30, 2011 from $575,400 for the prior year. The increase was primarily attributable to fair market value charges for
securities issued pursuant to Mr. Foster’s Contract.



Interest expense decreased to $63,400 for the
year ended June 30, 2011 from $74,500 for the prior year. We recognized the full discount as interest expense in the current period.



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



|                                                    | 2011     | 2010   
|--------------------------------------------------- | -------- | -------
|Excess carrying value of settled obligations        | $(8,081) | $52,705
|Related accrued interest                            | 192,000  | 6,663  
|Obligations deemed barred by statute of limitations | 244,498  | 0      
|Write down of excess accrued interest               | 287,398  | 0      
|                                                    | $715,815 | $59,368





Earnings for the year ended June 30, 2011 were
$552,600 up from $51,700 for the year ended June 30, 2010. The Earnings for the year ended June 30, 2011 included an entry for
Excess Carrying Value of Renegotiated Payables of $715,815 compared to $59,300 for the prior year. This resulted in Earnings per
Share of Nil for the year ended June 30, 2011, compared to Nil for the year ended June 30, 2010.



As of June 30, 2011, the Company had no agreements
with sub-distributors relating to distribution commitments or guarantees that had not been recognized in the statement of operations.



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

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



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

9





Liquidity and Capital Resources



During the year ended June 30, 2011 we
issued 4,700,000 shares of our common stock. 3,000,000 shares were issued as consideration in the settlement of existing obligations.
The shares were valued at $325,000 or about $0.069 per share and reflect the market value at the grant date.

We also issued 1.7 million shares to Mr. Foster pursuant
to the terms of his employment agreement. The shares were recorded at the agreement date fair values of $200,000 and $125,000 respectively.
Odyssey remains obligated to issue an additional 3.3 million shares to Mr. Foster and has accrued the $250,000 fair value of these
additional shares as a current liability.

As of June 30, 2011 we owe $209,502 to approximately 16 unsecured
note holders. The notes vary in amounts and interest rates and range from $3,000 to $72,000. Interest rates average about 8%. We
are within terms on two notes aggregating $112,000 and remain in default on notes aggregating $97,502.

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



|                                           |  |  |  |  |  | Cash Flows |  | Cash Flows | 
|------------------------------------------ |  |  |  |  |  | ---------- |  | ---------- | 
|                                           |  |  |  |  |  | Year Ended |  | Year Ended | 
|                                           |  |  |  |  |  | 6/30/2010  |  | 6/30/2011  | 
|                                           |  |  |  |  |  |            |  |            | 
|Net Cash Generated by Operating Activities |  |  |  |  |  | $223,100   |  | ($366,300) | 
|Net Cash Used by financing Activities      |  |  |  |  |  | ($202,900) |  | $6,700     | 
|Cash Ending                                |  |  |  |  |  | $19,900    |  | $6,500     | 







The Company had Net Cash Generated from Operating
Activities of ($366,300) after operating expenses for the year ended June 30, 2011 down from $223,100 for the prior year. The Company
had $6,500.00 in cash as of June 30, 2011.



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



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





Commitments and Capital Expenditures



The Company had no material commitments for
capital expenditures as of June 30, 2011.



Critical Accounting Policies Involving Management
Estimates and Assumptions



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



10







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





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



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



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



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





Off-Balance Sheet Arrangements



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





ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.



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



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



None

11





ITEM 9A(T).	INTERNAL
CONTROLS AND PROCEDURES



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



Our management has evaluated
the effectiveness of our disclosure controls and procedures as of June 30, 2011 (under the supervision and with the participation
of the Chief Executive Officer and the Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated under the Exchange
Act. As part of such evaluation, management considered the matters discussed below relating to internal control over financial
reporting. Based on this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have concluded that
our Company's disclosure controls and procedures were not effective as of June 30, 2010 due to the lack of sufficient personnel
to assure segregation of duties and lack of a GAAP accounting professional on staff. Management with the assistance of its Securities
Counsel will closely monitor all future filings to ensure completeness of all company filings.



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





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



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



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



MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING



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



Our management, with the
participation of the Chief Executive Officer, evaluated the effectiveness of the Company's internal control over financial reporting
as of June 30, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO") in Internal Control -- Integrated Framework. Based on this evaluation, our Company's
Chief Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were
not effective as of June 30, 2011 due to the following:



· 	Company's disclosure
controls and procedures were not effective as of June 30, 2011 due to the lack of sufficient personnel to assure segregation of
duties and the lack of a GAAP accounting professional on staff.



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



12







CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING



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



INHERENT LIMITATIONS ON EFFECTIVENESS OF
CONTROLS



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









PART III



ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.



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



| | Name            |  | Age |  | Position                                          | 
| | --------------- |  | --- |  | ------------------------------------------------- | 
| | John W. Foster  |  | 58  |  | Director, Chairman of the Board and CEO/President | 
| | Dan Persson     |  | 72  |  | Director                                          | 
| | Stefan Drakelid |  | 58  |  | Director, Vice Chairman of the Board              | 
| | Frank Saran     |  | 55  |  | Director                                          | 



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



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



Mr. Dan Persson holds an MBA in Economics from
the Gothenburg School of Economics and has practiced as a Certified Public Accountant.



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



13







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



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, 2011, the Company's officers, directors and greater than10% stockholders did not comply with filing requirements under
section16(a) except for disclosure provided in the Company’s 10-K.



ITEM 11.	EXECUTIVE COMPENSATION.



The following table sets forth, for the fiscal
years indicated, all compensation awarded to, earned by or paid to the chief executive officer of the Company, the only compensated
executive officer as of June 30, 2011. Other significant employees would not be required to be included in the table due to the
fact that such employees were not executive officers of the Company at the end of the most recently completed fiscal year:







|Summary Compensation Table            |  |                     |     
|------------------------------------- |  | ------------------- | ----
|                                      |  |                     |     
|Name and
        Principal Position   |  | Fiscal
        Year |     
|John W. Foster,
        President/CEO |  |                     | 2010
|                                      |  | 2011                |     
|                                      |  |                     |     
|                                      |  |                     |     



*Mr. Foster has previously waived a portion of his salary. As of
June 30, 2011 Mr. Foster currently owed $656,751.



Options/Stock Appreciation Rights:



There were no stock options and stock appreciation rights ("SARs")
granted to executive officers during the fiscal year ended June 30, 2010. Under a new employment agreement with Mr. Foster,
we issued 4,000,000 options. Exercise prices are staggered and range from $0.25 to $2.00. One million options vest each successive
anniversary date and expire three years from the date of vesting.











14









Outstanding Equity Awards at Fiscal Year-End



The following table sets forth for each named executive officer
certain information concerning the outstanding equity awards as of June 30, 2011.



|                                         |  | Option awards                                                                      |           | Stock awards |                                                                             
|---------------------------------------- |  | ---------------------------------------------------------------------------------- | --------- | ------------ | ----------------------------------------------------------------------------
|Name andPrincipalPosition                |  | Number

of Securities

Underlying
        Unexercised
        Options

Exercisable |           |              | Number
        of Securities

Underlying

Unexercised

Options Unexercisable
|John W. Foster,
        CEO and Director |  |                                                                                    | 1,000,000 |              |                                                                             
|                                         |  |                                                                                    |           |              |                                                                             





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





| | 
| | 



|
|









Note: No bonus has been paid or distributed
in the past four fiscal quarters of this reporting period or fiscal 2010.





Director Compensation



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



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



As of July of 2001, Mr. Foster served as President
and was voted as Chairman and CEO by the Board of Directors. He received a pay increase to $14,700 per month and his contract was
extended through June 30, 2002, with a 5% increase beginning July 1, 2002 and each year thereafter. A portion Mr. Foster's salary
has gone unpaid and remains payable by the Company as of the end of June 30, 2009 and 2010. Mr. Foster has previously waived a
portion of his salary. As of June 30, 2011 Mr. Foster currently owed $656,751.





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



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



15









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



The following table sets forth information
concerning ownership of common stock, as of June 30, 2010, by each person known by the Company to be the beneficial owner of more
than 5% of the common stock, each director and executive officer, and by all directors and executive officers of the Company as
a group.



|Name of beneficial owner                          |  |  |  | Status                      |  |  | Shares Beneficially Owned |  |  | Percentage of Class | 
|------------------------------------------------- |  |  |  | --------------------------- |  |  | ------------------------- |  |  | ------------------- | 
|                                                  |  |  |  |                             |  |  |                           |  |  |                     | 
|John W. Foster                                    |  |  |  | Director, President and CEO |  |  | 1,702,000                 |  |  | 2.36%               | 
|Stefan Drakelid                                   |  |  |  | Director                    |  |  | 8,864,350                 |  |  | 12.35%              | 
|Frank Saran                                       |  |  |  | Director                    |  |  | 967,000                   |  |  | 1.39%               | 
|Dan Persson                                       |  |  |  | Director                    |  |  | 100,000                   |  |  | Less than 1%        | 
|                                                  |  |  |  |                             |  |  |                           |  |  |                     | 
|All Executive Officers & Directors And Affiliates |  |  |  |                             |  |  | 11,163,350                |  |  | 16.19%              | 







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



|Directors       |  |  |                                       |  | 
|--------------- |  |  | ------------------------------------- |  | 
|                |  |  |                                       |  | 
|John W. Foster  |  |  | Director, Chairman, President and CEO |  | 
|Stefan Drakelid |  |  | Director, Vice Chairman               |  | 
|Frank Saran     |  |  | Director                              |  | 
|Dan Persson     |  |  | Director                              |  | 





Prepaid Expenses: Amounts carried as prepaid expenses
are advances paid to Texas Media Management, a company owned by John Foster, our current president. At June 30, 2010 advance payments
were made for July travel and payroll totaling $40,124. Texas Media Management also acts on behalf of the company as paying agent.
Amounts transferred to Texas Media Management in 2011 and 2010 in such capacity amounted to $337,506 and $317,000 respectively.
These amounts also included a portion of Mr. Foster’s salary, allowances, reimbursements, required advances per agreement,
and related obligatory commitments for with Mr. Foster may have been a guarantor.

Sales: Our Branding & Services” agreements
with Unilistings UK resulted in $823,000 in revenue in 2011 ($1.2 million in 2010). Unilistings is a company owned or controlled
by a former director of the company. The former director controls approximately 5.8 million shares of our stock or about 8.5% as
of June 30, 2010. Through FilmZone we generated $708,000 in revenue in 2011. The revenue was generated through three agreements
with entities controlled by Stefan Drakelid, a member of the Board of Odyssey and beneficial owner of approximately 10% of our
common stock.

Due Related Parties: Amounts due related parties consist
of corporate loans and advances paid or incurred in previous years due to JL Media, a company owned or controlled by John Foster.
The total of such items due was $389,463 at June 30, 2010. During 2011 we were billed $26,288 for current services and paid amounts
due of $200,460 resulting in a balance of $215,291 at June 30, 2011.

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

16







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







ITEM 14.	PRINCIPAL ACCOUNTANT FEEES AND
SERVICES



(1) Audit Fees: The Company’s principal
accountant has billed for Audit services $9,500 for the Year ended 2011 and $9,500 for the Year ended 2010.



(2) Audit Related Fees:	None



(3) Tax Fees:	None



(4) All Other Fees:	None















































17







PART IV



ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES





|3.1   | Articles of Incorporation, as amended through June 30, 1995 (1)                                                                                                                                                                                                  
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   | Amendments to Articles of Incorporation filed in March and June, 1996(8)                                                                                                                                                                                         
|3.3   | Amendment to Articles of Incorporation filed in January, 1997 (9)                                                                                                                                                                                                
|3.4   | By-laws (1)                                                                                                                                                                                                                                                      
|4.1   | Indenture between Odyssey and Continental Stock Transfer and Trust Company (""Continental"")
     dated as of July 15, 1987 (1)                                                                                                                                  
|4.2   | Form of Supplemental Indenture between Continental and the Company (1)                                                                                                                                                                                           
|4.3   | Form of Common Stock Certificate (1)                                                                                                                                                                                                                             
|4.4   | Form of options granted of officers, directors and 5%stockholders (2)                                                                                                                                                                                            
|4.5   | Form of Warrant issued to purchasers parties to the 1995Private Placement completed September
     30, 1995 (5)                                                                                                                                                  
|4.6   | Form of 12% Unsecured Promissory Note issued to purchasers parties to the 1995 Private
     Placement completed September 30,1995 )5)                                                                                                                            
|4.7   | Form of Stock Option Agreement by and between the Company and officers and directors of
     the Company, for stock options issued in April1995 (5)                                                                                                              
|4.8   | Form of Common Stock Purchase Warrant by and between the Company and officers, directors,
     employees and consultants of the Company for warrants issued during the fiscal year ended June 30, 1996 (8)                                                       
|4.9   | Common Stock Purchase Warrant, dated March 6, 1996, between the Company and G & H Media,
     Ltd. (assignee of Stephen R. Greenwald) (7)                                                                                                                        
|4.10  | Common Stock Purchase Warrant, dated March 6, 1996, between the Company and Lawrence I.
     Schneider (7)                                                                                                                                                       
|4.11  | Common Stock Purchase Warrant, dated March 6, 1996, between the Company and Ira N. Smith
     (7)                                                                                                                                                                
|4.12  | Form of Common Stock Purchase Warrant by and between the Company and officers, directors,
     employees and consultants of the Company for warrants issued during the fiscal year ended June 30, 1997 (9)                                                       
|4.13  | Preferred Stock Certificate, Series A, issued to Kinnevik Media Properties, Ltd. in September,
     1997 (10)4.14 Convertible Note issued to Augustine Fund L.P. in July, 1998 (12)                                                                              
|4.15  | Preferred Stock Certificate, Series B, issued to Kimon, Inc. in September, 1998 (10)                                                                                                                                                                             
|10.01 | 1989 Long Term Incentive Plan (1)                                                                                                                                                                                                                                
|10.02 | Sub-Lease for office premises at 16910 Dallas Parkway, Suite104, Dallas Texas dated February
     1, 2001 (8)                                                                                                                                                    
|10.03 | Settlement Agreement and Release between Paramount Pictures Corporation and Odyssey Distributors,
     Ltd. (a wholly owned subsidiary of the Company),and Guarantee agreement of the Company, each dated as of September 26, 1996
     (9)                      
|10.04 | Stock Purchase Agreement between the Company and Flanders Film S.A. relating to purchase
     of minority stock interest in E3 Sports New Mexico, Inc. and Media Trust S.A., and related promissory notes for $135,000
     and $315,000, dated March2, 1998 (10)
|10.05 | Employment Agreement with Johan Schotte, dated March 2, 1998 (10)                                                                                                                                                                                                
|10.31 | Convertible Note issued to Augustine Fund, L.P. in July, 1998 (12)                                                                                                                                                                                               
|10.32 | Asset Purchase Agreement between the Company and Kimon Mediaright KB, a Swedish limited
     partnership, dated July 14, 1998(10)                                                                                                                                
|10.33 | Employment Agreement with Pierre Koshakji, dated March 2, 1998 (11)                                                                                                                                                                                              
|10.34 | Employment Agreement with Ian Jessel, dated December, 1998 (13)                                                                                                                                                                                                  
|10.35 | Settlement Agreement with Stephen Greenwald, dated September, 1999 (13)                                                                                                                                                                                          
|21.1  | Subsidiaries of the Registrant (3)                                                                                                                                                                                                                               
|31.1  | Officer's Certification Pursuant to Section 302 (14)                                                                                                                                                                                                             
|32.1  | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002 (14)                                                                                                                                  

















|Odyssey Pictures Corporation                                                      |              
|--------------------------------------------------------------------------------- | -------------
|Consolidated Balance Sheet                                                        |              
|                                                                                  |              
|Assets                                                                            | June 30, 2011
|                                                                                  |              
|                                                                                  |              
|Current Assets                                                                    |              
|Cash & cash equivalent's                                                          | $6,500       
|Accounts receivable                                                               | 12,100       
|Prepaid expenses                                                                  | 57,100       
|Total current assets                                                              | 75,700       
|                                                                                  |              
|Property & equipment (net)                                                        | 1,200        
|Capitalized production costs                                                      | 274,300      
|Other                                                                             | 2,600        
|                                                                                  |              
|Total assets                                                                      | $353,800     
|                                                                                  |              
|Liabilities and Stockholders' Deficiency                                          |              
|                                                                                  |              
|Current Liabilities:                                                              |              
|Accounts payable                                                                  | $52,800      
|Accounts payable-related parties                                                  | 104,500      
|Accrued interest                                                                  | 377,900      
|Other accrued expenses                                                            | 672,100      
|Legal settlements & judgments                                                     | 155,000      
|Current debt obligations due within one year                                      | 112,000      
|Debt obligations in default                                                       | 97,900       
|Liability to issue common stock                                                   | 250,000      
|Deferred income                                                                   | 225,200      
|Total current liabilities                                                         | 2,047,400    
|                                                                                  |              
|Related parties                                                                   | 987,000      
|Reserve for loss contingencies                                                    | 110,000      
|                                                                                  |              
|Stockholders' Deficiency:                                                         |              
|common stock-110,000,000 authorized $0.01 par value                               |              
|72,850,888 issued & outstanding (68,150,888 in 2010)                              | 728,500      
|Additional paid in capital                                                        | 39,509,300   
|Unamortized deferred compensation                                                 | (181,600)    
|Accumulated deficit                                                               | (42,846,800) 
|Total Stockholders' Deficiency                                                    | (2,790,600)  
|                                                                                  |              
|Total Liabilities and Stockholders' Deficiency                                    | $353,800     
|See Summary of Significant Accounting Policies and Notes to Financial Statements. |              











|Odyssey Pictures Corporation                                                      |                    
|--------------------------------------------------------------------------------- | -------------------
|Consolidated Statement of Operations                                              |                    
|                                                                                  |                    
|                                                                                  |                    
|                                                                                  | Year Ended June 30,
|                                                                                  | 2011               
|                                                                                  |                    
|Net Sales of services                                                             | $1,604,500         
|Costs Applicable to Sales & Revenue                                               | 586,700            
|                                                                                  |                    
|Gross Profit                                                                      | 1,017,800          
|                                                                                  |                    
|Selling, General & Administrative Expenses                                        | 1,114,600          
|Settlements, net                                                                  | 3,000              
|Total Operating Expenses                                                          | 1,117,600          
|Income (Loss) Before Other Income & Income Taxes                                  | (99,800)           
|                                                                                  |                    
|Other Income (Expense)                                                            |                    
|Excess carrying value of renegotiated payables                                    | 715,800            
|Interest (Expense)                                                                | (63,400)           
|Income (Loss) from continuing operation before income taxes                       | 552,600            
|Income Taxes                                                                      | 0                  
|Earnings (Loss) from continuing operations                                        | 552,600            
|                                                                                  |                    
|Discontinued operations:                                                          |                    
|Gain on disposal of assets used in discontinued operations                        | 221,500            
|                                                                                  |                    
|Less income attributable to non-controlling interest                              | 713,700            
|Net Income (Loss) to Odyssey                                                      | $60,400            
|                                                                                  |                    
|Basic and Diluted Net Income Per Common Share                                     | Nil                
|Weighted Average Common Shares Outstanding (Basic)                                | 69,554,450         
|See Summary of Significant Accounting Policies and Notes to Financial Statements. |                    



20







|Odyssey Pictures Corporation                                                      |                    
|--------------------------------------------------------------------------------- | -------------------
|Consolidated Statement of Cash Flows                                              |                    
|                                                                                  |                    
|                                                                                  | Year Ended June 30,
|                                                                                  | 2011               
|                                                                                  |                    
|Cash Flows from Operating Activities:                                             |                    
|Net Income                                                                        | $60,400            
|Earnings from discontinued operations, net                                        | (221,500)          
|Net earnings (loss) from continuing operations                                    | (161,100)          
|Adjustments required to reconcile net loss to cash flows                          |                    
|from operating activities:                                                        |                    
|Minority interest in net earnings                                                 | 713,700            
|Excess carrying value of renegotiated payables                                    | (715,800)          
|Amortization of deferred compensation                                             | 66,900             
|Depreciation & impairment                                                         | 30,900             
|Expenses paid by the issuance of common stock                                     | 375,000            
|Changes in Operating Assets & Liabilities:                                        |                    
|Accounts Receivable                                                               | (7,400)            
|Prepaid expenses                                                                  | (41,800)           
|(Decrease) in deferred income                                                     | (429,800)          
|Decrease in payables to affiliates                                                | (174,300)          
|Accounts Payable & Other                                                          | (22,500)           
|Net cash generated by operating activities                                        | (366,300)          
|                                                                                  |                    
|Cash Flows from Investing Activities:                                             |                    
|Investment in production inventory and equipment                                  | (254,300)          
|Proceeds from sale of assets                                                      | 600,500            
|Net cash used by investing activities                                             | 346,200            
|                                                                                  |                    
|Cash Flows from Financing Activities:                                             |                    
|Loan proceeds                                                                     | 71,700             
|Payments made on long term debt                                                   | (35,000)           
|Payments made on settlements & judgments                                          | (30,000)           
|Net cash used by financing activities                                             | 6,700              
|                                                                                  |                    
|Net Change In Cash                                                                | (13,400)           
|Cash-Beginning                                                                    | 19,900             
|Cash-Ending                                                                       | $6,500             
|See Summary of Significant Accounting Policies and Notes to Financial Statements. |                    



21







|Odyssey Pictures Corporation                                                      |                          |                     |                           
|--------------------------------------------------------------------------------- | ------------------------ | ------------------- | --------------------------
|Consolidated Statement of Stockholders' Deficiency                                |                          |                     |                           
|                                                                                  |                          |                     |                           
|                                                                                  | Stockholders' Deficiency |                    
|                                                                                  | Common Stock             |                     |                           
|                                                                                  | Shares                   | Common Stock Amount | Additional Paid-In Capital
|Balance at June 30, 2009                                                          | 65,081,013               | $650,800            | $38,482,100               
|Fair value of stock issued under settlement agreements                            | 2,165,500                | 21,700              | 119,100                   
|Stock issued upon conversion of debt                                              | 904,375                  | 9,000               | 143,700                   
|Net Income                                                                        |                          |                     |                           
|Balance at June 30, 2010                                                          | 68,150,888               | $681,500            | $38,744,900               
|Stock issued upon conversion of debt                                              | 3,000,000                | 30,000              | 170,000                   
|Equity of consolidated subsidiary                                                 |                          |                     | 237,900                   
|Fair value of options issued                                                      |                          |                     | 248,500                   
|Fair value of stock issued under employment agreements                            | 1,700,000                | 17,000              | 108,000                   
|Net Income                                                                        |                          |                     |                           
|Balance at June 30, 2011                                                          | 72,850,888               | $728,500            | $39,509,300               
|See Summary of Significant Accounting Policies and Notes to Financial Statements. |                          |                     |                           











ODYSSEY PICTURES CORPORATION

BACKGROUND AND

Significant
Accounting Policies

June 30, 2011

The Company

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



Significant Accounting Policies

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



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

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



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

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

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







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

Capitalized Production Costs:
Capitalized production costs consist of unamortized expenditures made for uncompleted production
investments in five episodic television series and one motion picture. Capitalized costs include all direct production costs.
Costs of acquiring and producing productions are amortized using the individual-production-forecast method, whereby these costs
are amortized and participation and residual costs are accrued in the proportion that current year's revenue bears to management's
estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition
or sale of the productions.

Ultimate revenue includes
estimates over a period not to exceed ten years following the date of initial release.

Capitalized production
costs are stated at the lower of amortized cost or estimated fair value on an individual production basis. The valuation of investment
in productions is reviewed on a title-by-title basis, when an event or changes in circumstances indicated that the fair value
of a production is less than its unamortized cost. The fair value of the production is determined using management's future revenue
and cost estimates. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair
value of the production.  Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions
in the carrying value of investment in productions may be required as a consequence of changes in management's future revenue
estimates.

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

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

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

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

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









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

Fair Value Hierarchy

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

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



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



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

Measurement of Fair Value

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

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

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









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

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

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

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

Contingent Liabilities

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



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

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

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



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









Recent Accounting Pronouncements

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

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



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



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











ODYSSEY PICTURES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011



1. Revenues & Economic
Dependency:

We earn revenue under several Branding
& Services” agreements that provide for a monthly licensing fee. Revenue is recognized monthly on a straight line basis
over the term of the agreements. The Revenues recognized under these agreements were $1,531,000 through June 30, 2011 and $1,200,000
in 2010 and represented 95%-99% of all revenue.



2. Notes and Loans Payable:



As of June 30, 2011 we owe $209,502 to approximately
16 unsecured note holders. The notes vary in amounts and interest rates and range from $3,000 to $72,000. Interest rates average
about 8%.. We are within terms on two notes aggregating $112,000 and remain in default on notes aggregating $97,902.



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

3. Income Taxes:

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

We have a current operating loss carry-forward
of $ 39,470,000. We have determined it more likely than not that these timing differences will not materialize and have provided
a valuation allowance against substantially all our net deferred tax asset.

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

The Company is not under examination
by any jurisdiction for any tax year. At June 30, 2011 and 2010, the Company had no material unrecognized tax benefits and
no adjustments to liabilities or operations were required under FIN 48.



4. Commitments:

Leases The Company leases its
office space. Rent expense was $30,923 each for the years ended June 30, 2011 and 2010 respectively. Rent expense is recognized
on a straight-line basis over the lease term. Future minimum lease payments are as follows:

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









Employment Agreements

As of July of  2001  Mr. 
Foster served as President  and was  voted as  Chairman  and CEO by the  Board of  Directors. 
He received a pay increase to $14,700  per month and his  contract  was  extended through June 30,
2002, with a 5% increase beginning July 1, 2002 through to June 30,  2003 and each year thereafter.   From the years,
2004 through 2006, Mr. Foster's salary has principally gone unpaid and remains payable by the Company as of the end of
June 30, 2008 and 2007. Approximately $100,000 of his salary was waived in calendar 2007, to which a fair market value of $36,000
was expenses by the Company. Beginning January 2008 Mr. Foster’s salary was readjusted at a rate of $6,850 monthly, and then
again adjusted in July of 2008 to $9,850 monthly. He also receives a medical and life insurance allowance. Mr. Foster is currently
owed $656,751 under these agreements. In 2010 a new agreement was reached with Mr. Foster in which his base salary was established
at $250K per year. The new agreement continues in effect until January 1, 2014.

Settlements & Judgments

Material Items are as follows:

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

Reserve for Contingencies

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

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

Discharge of Debt

In 2011 we wrote off certain accounts
payable in which no attempts at collection had been made or which we had determined were barred from collection by the Texas and
New York statute of limitations. We also negotiated revised amounts and terms on a trade payable and two judgments. In 2011 we
re-estimated the aggregate accrued interest on our remaining obligations. The recalculation resulted in a one-time revision of
accrued interest of $287,398. A summary of the amounts recognized as income from the discharge of debt is as follows:

|                                                    | 2011     | 2010   
|--------------------------------------------------- | -------- | -------
|Excess carrying value of settled obligations        | $(8,081) | $52,705
|Related accrued interest                            | 192,000  | 6,663  
|Obligations deemed barred by statute of limitations | 244,498  | 0      
|Write down of excess accrued interest               | 287,398  | 0      
|                                                    | $715,815 | $59,368









5. Stockholders' Equity:

Common Stock

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

During the year ended June 30, 2011 we issued 3,000,000 shares
of our common stock upon the conversion of $129,244 in notes payable. We also issued 1.7 million shares to Mr. Foster pursuant
to the terms of his employment agreement. The shares were recorded at the agreement date fair values of $200,000 and $125,000 respectively.
Odyssey remains obligated to issue an additional 3.3 million shares to Mr. Foster and has accrued the $250,000 fair value of these
additional shares as a current liability.

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



Stock Options and Warrants





6. Summary of Option Activity



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



The Company used the Black-Scholes option pricing
model in valuing the warrants. The inputs for the valuation analysis of the warrants include the market value of the Company's
common stock, the estimated volatility of the Company's common stock, the exercise price of the warrants and the risk free interest
rate. The key inputs for the valuation analysis at June 30, 2011-2010 were a volatility of 213% and 164% , common stock value
of $0.078 and a risk free interest rate of 4.4%. A table summarizing the assumptions for each year presented is as follows:







|Year | Interest Rate | Dividend Yield | Expected Volatility | Expected Life
|---- | ------------- | -------------- | ------------------- | -------------
|2011 | 4.4%          | 0.0%           | 213.0%              | 36-48 mos.   
|2010 | 4.4%          | 0.0%           | 164.0%              | 36-48 mos.   



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









|                                                                                                   |             |       | All Plan & Non-Plan Compensatory Type Options
|-------------------------------------------------------------------------------------------------- | ----------- | ----- | ---------------------------------------------
|                                                                                                   |             |       |                                              
|                                                                                                   |             |       |                                              
|                                                                                                   |             |       | Shares                                       
|Options outstanding at June 30, 2009                                                               | 3,070,480   | $0.32 |                                              
|Granted                                                                                            | 0           | $0.00 |                                              
|Exercised                                                                                          | 0           | $0.00 |                                              
|Lapsed                                                                                             | (2,670,480) | $0.10 |                                              
|Options outstanding at June 30, 2010                                                               | 400,000     | $0.10 | 1.8                                          
|Granted                                                                                            |             |       | 4,000,000                                    
|Exercised                                                                                          |             |       | 0                                            
|Lapsed                                                                                             |             |       | 0                                            
|Options outstanding at June 30, 2011                                                               | 4,400,000   | $0.86 | 3.7                                          
|Options exercisable at June 30, 2011                                                               | 1,400,000   | $0.21 | 2.0                                          
|* Amount by which the fair value of the stock at the balance sheet date exceeds the exercise price |             |       |                                              



|The following table summarizes the status of the Company's aggregate warrants as of June 30, 2011: |          
|-------------------------------------------------------------------------------------------------- | ---------
|                                                                                                   |          
|Range of exercise prices                                                                           | Shares   
|                                                                                                   |          
|$ 0.01-$ 0.50                                                                                      | 2,400,000
|$ 0.51-$ 1.00                                                                                      | 2,000,000
|Total Shares                                                                                       | 4,400,000
|                                                                                                   |          



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

In 2011, the Company
became sole member and manager of FilmZone LLC. Operations consisted of its ownership of web based domain properties. By June 30,
2011 all the assets of FilmZone had been sold to two entities controlled by Stefan Drakelid, a member of Odyssey’s Board.
The bulk sale of the all the assets held by FilmZone were reported on a consolidated basis as discontinued operations. Gross proceeds
from the sale were $600,452. FilmZone has ceased this portion of its business but continues its licensing of film and TV rights.



8. Related Party Transactions not
Disclosed Elsewhere:



Prepaid Expenses: Amounts carried
as prepaid expenses are advances paid to Texas Media Management, a company owned by John Foster, our current president. At June
30, 2011 advance payments were made for July travel and marketsl totaling $47,370. Texas Media Management also acts on behalf of
the company as paying agent. Amounts transferred to Texas Media Management in 2011 and 2010 in such capacity amounted to $337,506
and $317,000 respectively. These amounts also included part of Mr. Foster’s salary, allowances, reimbursements, required
advances per agreement, and related obligatory commitments for which Mr. Foster may have been a guarantor.

Sales: Our Branding & Services”
agreements with Unilistings UK resulted in $823,000 in revenue in 2011 ($1.2 million in 2010). Unilistings is a company owned or
controlled by a former director of the company. The former director controls approximately 5.8 million shares of our stock or about
8.5% as of June 30, 2010. Through FilmZone we generated $708,000 in revenue in 2011. The revenue was generated through three agreements
with entities controlled by Stefan Drakelid, a member of the Board of Odyssey and beneficial owner of approximately 10% of our
common stock.









Due Related Parties: Amounts
due related parties consist of corporate loans and advances paid or incurred in previous years due to JL Media, a company owned
or controlled by John Foster. The total of such items due was $389,463 at June 30, 2010. During 2011 we were billed $26,288 for
current services and paid amounts due of $200,460 resulting in a balance of $215,291 at June 30, 2011.During 2011, Odyssey received distributions
from FilmZone in excess of its allocable share of distributable net income. In June, 2011 FilmZone entered into an agreement to
repay the distributions. The amount due under that agreement is $876,226 and is due June 30, 2013.

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





9. Results of Operations and Management's
Plans:



The Company's  continued  existence
is dependent upon its ability to resolve its liquidity  problems.  The Company must achieve and sustain a profitable
level of operations with  positive  cash  flows and must  continue  to obtain  financing adequate
to meet its ongoing  operation  requirements.  To offset these factors, the  company has  embarked on
an  aggressive  capital  campaign  and has been in development for determining  it's most effective 
method of exploiting  recently acquired film rights and re-establishing its contacts in the foreign and broadcast and DVD 
markets.  Since July 2001, new  management   as embarked on a program to reverse the unfavorable 
results, by significantly  reducing overhead and taking steps to rebuild  revenues.  The  Company's  operations 
have  been  greatly  reduced  as  a  result  of  the restructuring of the Company by new
management.  The Company's  principal office is located in  Plano,  Texas and as of June 30,  2011, 
the  Company  had three full-time  employees,  consisting  of Mr.  Foster, the  CEO and
President,  and an administrative secretary, and an office assistant. The Company also hires on occasion, several professionals
in sales on a contract and commission basis. These professionals are located in our major market areas of Los Angeles and
Europe. Additional staff is planned in the administrative and sales areas, the latter of whom may be commission or contract basis.



10. Subsequent Events:



Subsequent events have been evaluated through
October 10, 2011.









































REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



Michael F. Cronin

Certified Public Accountant

Orlando, FL 32708

Board of Directors and Shareholders

Odyssey Pictures Corp.

Plano, TX



I have audited the accompanying
consolidated balance sheets of Odyssey Pictures Corp. as of June 30 2011 and 2010 and the related statements of operations,
stockholders' deficiency and cash flows for the years then ended. The financial statements are the responsibility of the
directors. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the
standards of the Public Company Accounting Oversight Board(United States). Those standards require that I plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company
is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.



In my opinion, the financial
statements referred to above present fairly, in all material respects, the consolidated financial position of Odyssey Pictures
Corp. as of June 30, 2011 and 2010 and the results of its operations, its cash flows and changes in stockholders' deficiency for
the years then ended in conformity with accounting principles generally accepted in the United States.



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

October 13, 2011

|/s/ Michael F. Cronin      
|---------------------------
|                           
|Michael F. Cronin          
|Certified Public Accountant
|NY, FL                     
|Orlando, FL                

















SIGNATURES



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





ODYSSEYPICTURES CORPORATION



Dated: October 13, 2011



by: /s/ John W. Foster

John W. Foster,

President



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



by: /s/ John W. Foster

John W. Foster,

CEO, Chairman and President