ODYSSEY PICTURES CORP
8-K, 1997-04-18
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):February 26, 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 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

    On February 26, 1997, Odyssey Pictures Corporation (the "Company")
completed the sale of 500,000 shares of its Common Stock, and 500,000 Common
Stock purchase warrants (the "Warrants"), to four (4) offshore European
investors in consideration of an aggregate purchase price of $375,000, paid all
cash at the closing. The Warrants are exercisable over a three year period at a
purchase price of $1.06 per share. No underwriter was involved in the
transaction and no discounts or commissions were paid in connection with the
sale of the securities. The transaction was exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Rules 901
and 903(c)(2) of Regulation S. 


<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: April 17, 1997



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