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EXCEL - IDEA: XBRL DOCUMENT - ODYSSEY PICTURES CORP | Financial_Report.xls |
EX-31 - ODYSSEY PICTURES CORP | opix10q0514exhib311.htm |
EX-32 - ODYSSEY PICTURES CORP | opix10q0514exhib321.htm |
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From_______ to _______
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) |
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 the filing requirement for at least the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer (Do not check if a smaller reporting company) [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $.01 per share 74,550,888 outstanding shares as of March 31, 2012.
ODYSSEY PICTURES CORPORATION | ||
PART I - | FINANCIAL INFORMATION | 2 |
Item 1 | Financial Statements - unaudited | |
Balance Sheets as of March 31, 2012 and June 30, 2011 | 2 | |
Statements of Operations for the Three Month Periods Ended March 31, 2012 and 2011 and Statement of Operations for the Nine Month Periods Ended March 31, 2012 and 2011 | 3 | |
Statements of Cash Flows for the Nine Month Periods Ended March 31, 2012 and 2011 | 4 | |
Statement of Stockholders’ Deficiency for the period ended March 31, 2012 | ||
Notes to Interim Financial Statements | 5 | |
Item 2 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 7 |
Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 9 |
Item 4 | Controls and Procedure | 9 |
PART II - | OTHER INFORMATION | 10 |
Item 1 | Legal Proceedings | 10 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
Item 3 | Defaults Upon Senior Securities | 10 |
Item 4 | Not Required | 10 |
Item 5 | Other Information | 10 |
Item 6 | Exhibits | 12 |
Signatures | 11 |
Item 1. Financial Statements
Odyssey Pictures Corporation | ||
Consolidated Balance Sheet | ||
Assets | March 31, 2012 | June 30, 2011 |
(unaudited) | ||
Current Assets | ||
Cash & cash equivalent's | $123,900 | $6,500 |
Accounts receivable | 105,100 | 12,100 |
Prepaid expenses | 38,500 | 57,100 |
Total current assets | 267,500 | 75,700 |
Property & equipment (net) | 6,400 | 1,200 |
Capitalized production costs | 731,900 | 274,300 |
Other | 2,600 | 2,600 |
Total assets | $1,008,400 | $353,800 |
Liabilities and Stockholders' Deficiency | ||
Current Liabilities: | ||
Accounts payable | $190,500 | $52,800 |
Accounts payable-related parties | 53,700 | 104,500 |
Accrued interest | 428,300 | 377,900 |
Other accrued expenses | 825,700 | 672,100 |
Legal settlements & judgments | 155,100 | 155,000 |
Current debt obligations due within one year | 331,500 | 112,000 |
Debt obligations-in default | 97,900 | 97,900 |
Liability to issue common stock | 125,000 | 250,000 |
Deferred income | 118,800 | 225,200 |
Convertible debt derivative liability | 194,800 | 0 |
Total current liabilities | 2,521,300 | 2,047,400 |
Related parties | 985,900 | 987,000 |
Reserve for loss contingencies | 110,000 | 110,000 |
Stockholders' Deficiency: | ||
common stock-110,000,000 authorized $0.01 par value | ||
74,550,888 issued & outstanding | 745,500 | 728,500 |
Additional paid in capital | 39,617,300 | 39,509,300 |
Unamortized deferred compensation | (133,500) | (181,600) |
Accumulated deficit | (42,837,600) | (42,846,800) |
Total Stockholders' Deficiency | (2,608,300) | (2,790,600) |
Total Liabilities and Stockholders' Deficiency | $1,008,900 | $353,800 |
See notes to unaudited interim financial statements. |
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Odyssey Pictures Corporation | |||||
Consolidated Statement of Operations | |||||
(unaudited) | |||||
Quarter Ended March 31, | Nine Months Ended March 31, | ||||
2012 | 2011 | 2012 | 2011 | ||
Net Sales of services | $395,400 | $444,000 | $1,094,200 | $1,645,300 | |
Costs Applicable to Sales & Revenue | 121,400 | 147,300 | 355,400 | 388,100 | |
Gross Profit | 274,000 | 296,700 | 738,800 | 1,257,200 | |
Selling, General & Administrative Expenses | 176,300 | 240,500 | 596,900 | 1,020,600 | |
Settlements, net | 900 | 2,400 | 1,100 | 2,600 | |
Derivative valuation charges | 19,400 | 0 | 81,300 | 0 | |
Total Operating Expenses | 196,600 | 242,900 | 679,300 | 1,023,200 | |
Income (Loss) Before Other Income & Income Taxes | 77,400 | 53,800 | 59,500 | 234,000 | |
Other Income (Expense) | |||||
Excess carrying value of renegotiated payables | 0 | 0 | 0 | 56,700 | |
Interest (Expense) | (9,000) | (17,300) | (50,400) | (51,900) | |
Income (Loss) from continuing operation before income taxes | 68,400 | 36,500 | 9,100 | 238,800 | |
Income Taxes | 0 | 0 | 0 | 0 | |
Earnings (Loss) from continuing operations | 68,400 | 36,500 | 9,100 | 238,800 | |
Net Income (Loss) to Odyssey | $68,400 | $36,500 | $9,100 | $238,800 | |
Basic and Diluted Net Income Per Common Share | Nil | Nil | Nil | Nil | |
Weighted Average Common Shares Outstanding (Basic) | 73,953,086 | 70,035,332 | 73,215,615 | 68,769,866 | |
See notes to unaudited interim financial statements. |
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Odyssey Pictures Corporation | ||
Consolidated Statement of Cash Flows | ||
(unaudited) | ||
Nine Months Ended March 31, | ||
2012 | 2011 | |
Cash Flows from Operating Activities: | ||
Net Income | $9,100 | $238,800 |
Adjustments required to reconcile net loss to cash flows | ||
from operating activities: | ||
Excess carrying value of renegotiated payables | 0 | (56,700) |
Amortization of deferred compensation | 48,100 | 51,000 |
Depreciation & impairment | 1,400 | 700 |
Expenses paid by the issuance of common stock | (125,000) | 495,000 |
Change in value of derivatives | 81,200 | 0 |
Changes in Operating Assets & Liabilities: | ||
Accounts Receivable | (95,500) | (47,500) |
Prepaid expenses | 18,600 | (32,600) |
Decrease in deferred income | (106,300) | (305,000) |
Decrease in payables to affiliates | (52,000) | (139,100) |
Accounts Payable & Other | 467,000 | 12,200 |
Net cash generated by operating activities | 246,600 | 216,800 |
Cash Flows from Investing Activities: | ||
Investment in production inventory | (455,100) | (174,300) |
Purchase of fixed assets | (6,600) | 0 |
Net cash used by investing activities | (461,700) | (174,300) |
Cash Flows from Financing Activities: | ||
Loan proceeds | 335,500 | 0 |
Payments made on long term debt | (3,000) | (31,000) |
Payments made on settlements & judgments | 0 | (30,000) |
Net cash used by financing activities | 332,500 | (61,000) |
Net Change In Cash | 117,400 | (18,500) |
Cash-Beginning | 6,500 | 19,900 |
Cash-Ending | $123,900 | $1,400 |
See notes to unaudited interim financial statements. |
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ODYSSEY PICTURES CORP
Notes To UNAUDITED CONSOLIDATED INTERIM Financial Statements
MARCH 31, 2012
1. Basis of Presentation
The Consolidated Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our June 30, 2011 Annual Report on Form 10-K and should be read in conjunction with the notes to financial statements which appear in that report.
The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related to intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.
In the opinion of management, the information furnished in this Form 10-Q reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three and nine-month periods ended March 31, 2012 and 2011. All such adjustments are of a normal recurring nature. The Financial Statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include some information and notes necessary to conform to annual reporting requirements.
2. Earnings/Loss Per Share
Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.
3. Revenues & Economic Dependency:
Our “Branding & Services” agreements with Unilistings BV resulted in $600,000 in revenue in 2012 ($1,200,000 from Unilistings UK in 2011). Unilistings are companies owned or controlled by current and former directors of the company.
4. Equity Based Compensation
Effective January 1, 2011 and retroactive to January 1, 2010, the Company granted John Foster option to purchase 4 million shares of common stock. The compensation cost that has been charged against income for options was $48,100 for the nine-month period ended March 31, 2012 based on the requisite service period for unvested options as of that date as well as options granted during the period. As of March 31, 2012, there was approximately $133,500 of unrecognized compensation cost related to non-vested options. The Company expects to recognize the cost over a weighted average period of 1.79 years.
5. Related Party Transactions not Disclosed Elsewhere:
Due Related Parties: Amounts due related parties consist of corporate operating expenses, production related advances, and advances paid by affiliates. Such items totaled $157,000 at March 31, 2012. We also continue to owe $657,000 in accrued compensation to John Foster, our current CEO.
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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.
In January, 2011 the company executed a long term employment agreement with Mr. Foster. The term of the agreement is four years beginning retroactively at January 1, 2010 and requires an annual salary of $250,000 throughout its term. In addition to the salary component the agreement entitles Mr. Foster to receive 5 million shares of common stock immediately and 4 million options vesting in equal annual amounts at the successive anniversary dates of the agreement. Odyssey remains obligated to issue an additional 1.6 million shares to Mr. Foster and has accrued the $125,000 fair value of these additional shares as a current liability. The new agreement continues in effect until January 1, 2014.
6. New Notes and Loans Payable:
Convertible Debt treated as a Derivative Instrument:
In October, November and February we issued an aggregate of $113,000 in convertible promissory notes. The notes bear interest at 8% per annum until paid or converted. The note are due nine month from the date of issuance. The notes were classified as derivative instruments due to a 42% discount to fair value conversion rate formula. The conversion formula results in a potential conversion to a number of shares of common stock that is not fixed or determinate. Accordingly, the convertible debt instruments have been accounted for as derivative instruments and recorded at fair value. As of March 31, 2012 the fair value exceeded the face value of the notes by $81,300 and resulted in a carrying value of $194,800.
Other Notes:
In March, 2012 we issued a promissory note. The face value and cash proceeds of the note were $200,000
and matures September 30, 2012. As security for the note, the holder was granted an Assignment and Transfer of Rights. A summary of rights so assigned and transferred is as follows:
- An interest in commissions earned from distribution of film rentals and licensing derived from all products Odyssey exploits and earns in the ordinary course of operating its business (“Revenue Interest”). The interest extends for a period of ten (10) years from the date of the Agreement unless sooner terminated by mutual agreement between the parties. At the end of the ten years, the parties may elect to renew this term for an additional ten years unless otherwise negotiated. The Revenue Interest by Lender shall be equal to ten percent (10%) of the net collected and earned commissions that Borrower receives. The “Revenue Interest” is payable within 30 days of receipt by Borrower.
- Gross Profit revenues collected from Borrower during the period ending upon the Maturity Date or any extension thereof, as repayment of the Note, unless extended by Lender.
- Payment of minimum revenues totaling $40,000 over and above the Principal Balance from Borrower on or before the Maturity Date, or any extension thereof, unless extended by Lender.
The note contains customary negative covenants for loans of this type subject to the approval of the lender, including limitations on the Company’s ability to incur indebtedness, issue securities, make loans and investments, make capital expenditures in excess of $2 million, dispose of assets and enter into mergers and acquisition transactions.
7. Subsequent Events:
On April 15, 2012 we issued 4,000,000 warrants as consideration for services. The warrants are exercisable at $0.04 and expire April 15, 2017. We estimate the value of these warrants to be $157,000 using the Black-Scholes option pricing model with inputs as described in our June 30, 2011 financial statements.
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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-Q.
Overview and Financial Condition
During the nine months ended March 31, 2012, the Company realized revenues from the sale of branding and image design products and media placement services. As of the date of this report, the Company’s ongoing operations have consisted of the sale of these branding and image design products, increasing media inventory, productions in progress and development of IPTV Technology and related services.
Results of Operations for the nine months ended March 31, 2011 and 2010
The Company had revenues for the nine months ended March 31, 2012 of $1,094,200 down from $1,645,300 for the same period ended March 31, 2012. During the period, the Company derived revenues from the sale of branding and image design products and media placement services. The decline in revenue for the interim period ended March 31, 2012 was due primarily to the winding down of the Branding & Services Agreement with Unilistings BV. The Company has traditionally derived revenues from license renewals and residual payments received, the timing of which are typically paid at the discretion of the counter party and are outside the control of the Company.
Amortizable capitalized film costs related to revenues on licensees and the receipt of payments on residuals have been fully amortized or impaired in prior periods. We expense all current costs as incurred.
Selling, general and administrative expenses decreased to $596,900 for the nine months ended March 31, 2012, down from $1,020,600 for the comparable period in 2011 associated primarily with the decrease in gross revenues.
As of March 31, 2012, the Company had no agreements with sub-distributors relating to distribution commitments or guarantees that had not been recognized in the statement of operations.
Our auditors have issued a going concern opinion indicating that because the Company may not have readily available resources to fund the Company through June 30, 2011, there is a substantial doubt as to the Company’s ability to continue as a going concern. The Company is dependent upon the continued payment of contract obligations from a single customer and while payments have been made under the terms of the contract through the date of this filing, there is no other assurance that such payments will be paid when due. The company has no liquid reserves from which to fund operations in the event that such payments are not made.
This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we collect contract payments due us and obtain additional capital from sources other than operations.
Liquidity and Capital Resources
Cash Flows | ||
Nine Months | Year Ended | |
March 31, 2012 | March 31, 2011 | |
Net Cash Generated by Operating Activities | $246,600 | $216,800 |
Net Cash Generated by financing Activities | $332,500 | ($ 61,000) |
Cash Ending | $123,900 | $ 1,400 |
Net Cash Generated from Operating Activities for the nine months ended March 31, 2011 was $246,600 up from $216,800 for the same period the prior year.
Net Cash used by financing activities for the period increased during the period to $332,500 over ($61,000). The Company had $123,900 in cash as of March 31, 2012. Both due primarily to the receipt of loan proceeds in the amount of $335,500 during the nine month period ended March 31, 2012.
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The Company continues to fund operation through revenues, trade payables, the issuance of stock and the proceeds of short term borrowings. Although the Company expects to focus on expansion of its customer base and service offerings, revenue for 2012 has been from limited contract sources and there is no assurance that the revenues will continue to be generated in the future without expansion of the Company’s customer base.
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.
The Company generated $246,600 in cash from operating activities for the nine months ended March 31, 2012 compared with $216,800 for the same period the previous year. Our “Branding & Services” agreements with Unilistings BV resulted in $600,000 in revenue in 2012 ($1,200,000 from Unilistings UK in 2011). Unilistings are companies owned or controlled by current and former directors of the company.
Capitalized Production Costs increased to $731,900 as of March 31, 2012, up from $274,300 as of June 30, 2011 due preproduction advances for Hank the Cow Dog, a feature animation project which will extend through 2013.
Financing Activities
During the nine months ended March 31, 2011 the Company exchanged 2,000,000 shares of its common stock for the satisfaction of $120,000 of debt which was recognized as a charge against current period earnings as was $375,000 for 5,000,000 shares pursuant to an executive compensation agreement with the Company’s CEO Mr. Foster.
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.
Convertible Debt treated as a Derivative Instrument: In October, November and February we issued an aggregate of $113,000 in convertible promissory notes. The notes bear interest at 8% per annum until paid or converted. The note are due nine month from the date of issuance. The notes were classified as derivative instruments due to a 42% discount to fair value conversion rate formula. The conversion formula results in a potential conversion to a number of shares of common stock that is not fixed or determinate. Accordingly, the convertible debt instruments have been accounted for as derivative instruments and recorded at fair value. As of March 31, 2012 the fair value exceeded the face value of the notes by $81,300 and resulted in a carrying value of $194,800.
In March, 2012 we issued a promissory note. The face value and cash proceeds of the note were $200,000 and matures September 30, 2012. As security for the note, the holder was granted an Assignment and Transfer of Rights. A summary of rights so assigned and transferred is as follows:
- An interest in commissions earned from distribution of film rentals and licensing derived from all products Odyssey exploits and earns in the ordinary course of operating its business (“Revenue Interest”). The interest extends for a period of ten (10) years from the date of the Agreement unless sooner terminated by mutual agreement between the parties. At the end of the ten years, the parties may elect to renew this term for an additional ten years unless otherwise negotiated. The Revenue Interest by Lender shall be equal to ten percent (10%) of the net collected and earned commissions that Borrower receives. The “Revenue Interest” is payable within 30 days of receipt by Borrower.
- Gross Profit revenues collected from Borrower during the period ending upon the Maturity Date or any extension thereof, as repayment of the Note, unless extended by Lender.
- Payment of minimum revenues totaling $40,000 over and above the Principal Balance from Borrower on or before the Maturity Date, or any extension thereof, unless extended by Lender.
The note contains customary negative covenants for loans of this type subject to the approval of the lender, including limitations on the Company’s ability to incur indebtedness, issue securities, make loans and investments, make capital expenditures in excess of $2 million, dispose of assets and enter into mergers and acquisition transactions.
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Commitments and Capital Expenditures
The Company had no material commitments for capital expenditures. During this period, the Company obtained $246,600 cash through revenues. The Company also has a long-term employment agreement with our President which was approximately $250,000 per year. This agreement is in effect until January 2014.
Amounts due related parties consist of corporate operating expenses, production related advances, and advances paid by affiliates. Such items totaled $157,000 at March 31, 2012. We also continue to owe $657,000 in accrued compensation to John Foster, our current CEO.
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 at terms acceptable to adequately to meet its ongoing operational requirements. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Off-Balance Sheet Arrangements
Odyssey does not have any relationships with 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 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
ITEM 4. Controls and Procedures
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report.
The limited size of the company including a limited staff makes it extremely difficult to segregate duties in a way that will allow disclosure controls and procedures to be implemented in an effective way. The company has recently hired a Chief Operating Officer and will continue to rely on contract and external professionals to assist in various tasks for disclosure. To the extent that the Company is able to add other executives and professional staff with increased business, it will continue its efforts to create an effective system of disclosure controls and procedures.
a) The Company lacks the financial infrastructure to account for complex transactions which may result in a greater than normal risk that material errors may occur in the financial statements and not be detected timely.
b) The Company currently relies upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.
c) Lack of sufficient segregation of duties. Specifically, this material weakness is such that management must rely primarily on detective controls and controls could be strengthened by adding preventative controls to properly safeguard company assets.
Changes in Internal Controls
We have also evaluated our internal control for financial reporting and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.
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PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is subject to other legal proceedings that arise in the ordinary course of its business and from prior management activities. Other than as previously disclosed, 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 1A. Risk Factors
Not required for smaller reporting companies.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the nine months ended March 31, 2011 the Company exchanged 2,000,000 shares of its common stock for that satisfaction of $120,000 debt. In addition, the Company authorized the issuance of 1,000,000 shares on August 20, 2011 for the settlement of certain existing debts with two unrelated creditors in the total amount of $107,250.
Effective January 1, 2011 and retroactive to January 1, 2010, the Company granted John Foster option to purchase 4 million shares of common stock. The compensation cost that has been charged against income for options was $48,100 for the nine-month period ended March 31, 2012 based on the requisite service period for unvested options as of that date as well as options granted during the period. As of March 31, 2012, there was approximately $133,500 of unrecognized compensation cost related to non-vested options.
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Other Information
None
ITEM 5. Exhibits
a) | Exhibits |
31.1 | Section 302 Certification By Chief Executive Officer and Principal Financial Officer | |
32.1 | Section 906 Certification of Principal Executive Officer and Principal Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ODYSSEY PICTURES CORPORATION
/s/ John W. Foster
_____________________________________
John W. Foster
Chairman and CEO
May 15, 2014
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