ODYSSEY PICTURES CORP
8-K, 1997-10-28
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

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

                                       FORM 8-K

                                    CURRENT REPORT

                        Pursuant to Section 13 or 15(d) of the

                         Securities and Exchange Act of 1934


Date of Report (Date of earliest event reported):September 24, 1997

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


          Nevada                    0-18954                  95-4269048
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission              (IRS Employer
    of incorporation)             File Number)           Identification No.)


                1875 Century Park East, Los Angeles, California 90067
- --------------------------------------------------------------------------------
                       (Address of principal executive offices)


Registrant's telephone number, including area code:   310-229-2430


                                         N/A
- --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report) 


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    ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

    (a) Previous independent accountants:

         On September 24, 1997, Price Waterhouse LLP resigned as the
independent accountants of Odyssey Pictures Corporation (the "Company").

         The reports of Price Waterhouse LLP on the financial statements for
the past two fiscal years ended June 30, 1996 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to scope or
accounting principle, but were modified to include an explanatory paragraph
expressing uncertainty about the Company's ability to continue as a going
concern.

         In connection with its audits for the two most recent fiscal years
ended June 30, 1996, and through the date of its resignation on September 24,
1997, there have been no disagreements with Price Waterhouse LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Price Waterhouse LLP, would have caused them to  make reference
thereto in their report on the financial statements for such years.

         The Registrant has requested that Price Waterhouse LLP furnish it with
a letter addressed to the Securities & Exchange Commission, stating whether or
not it agrees with the above statements. A copy of such letter, dated October
27, 1997, is filed as Exhibit 16.1 to this Form 8-K.


    (b) New independent accountants have not yet been selected by the Company.



    ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.


    (c) Exhibits.


    16.1  Letter of Price Waterhouse LLP, dated October 27, 1997.



<PAGE>

                                      SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.



                             Odyssey Pictures Corporation




                             By:/s/ Ira N. Smith
                                ------------------------------------
                                    Ira N. Smith, Pres.


Date: October  27, 1997



<PAGE>
                                                                    Exhibit 16.1

                     [LETTERHEAD OF PRICE WATERHOUSE LLP]


October 27, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

                          Odyssey Pictures Corporation
                          ----------------------------

We have read Item 4 of Odyssey Pictures Corporation's Form 8-K dated 
September 24, 1997 and are in agreement with the statements contained in 
paragraph 4(a) therein.


Yours very truly,

/s/ Price Waterhouse LLP




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