ODYSSEY PICTURES CORP
NT 10-K, 1999-09-30
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                               Commission File Number 0-18954

(Check One)
/x/      Form 10-K and Form 10-KSB  / / Form 11-K
/ /      Form 20-F                  / / Form 10-Q and 10-QSB  / / Form N-SAR

         For year ended June 30, 1999

/ / Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition  Report on Form 11-K
/ / Transition  Report on Form 10-Q and Form 10-QSB
/ / Transition Report on Form N-SAR

         For the transition period ended ____________________________

Read Attached Instruction Sheet Before Preparing Form.  Please Print or Type.

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the items(s) to which the notification
relates:_____________________________________________________________


                                     PART I
                             REGISTRANT INFORMATION


Full name of registrant: Odyssey Pictures Corp.

Former name if applicable ______________________________________________________

Address of principal executive office (Street and Number): 1601 Elm Street

City, State and Zip Code: Dallas, TX 75201



<PAGE>
                                     PART II
                             RULE 12b-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief to Rule 12b-25(b),  the following should
be completed. (Check appropriate box.)

         /x/ (a)The reasons  described in reasonable  detail in Part III of this
form could not be eliminated without unreasonable effort or expense.

         /x/ (b)The subject annual report, semi-annual report, transition report
on Forms 10-K,  10-KSB,  20-F,  11-K or Form N-SAR,  or portion  thereof will be
filed on or before the 15th calendar day following the  prescribed  due date; or
the subject  quarterly  report or  transition  report on Form 10-Q,  10-QSB,  or
portion  thereof will be filed on or before the fifth calendar day following the
prescribed due date; and

         / / (c)The accountant's statement or other exhibit required by Rule 12b
- -25(c) has been attached if applicable.



                                    PART III
                                    NARRATIVE


State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K, 20-F,
10-Q, 10-QSB,  N-SAR or the transition report portion thereof could not be filed
within the prescribed time period (Attach extra sheet if needed.)


     During the fiscal  year ended  June 30,  1998,  there  occurred a change in
control of the Registrant  resulting in a change in the composition of the Board
of Directors  and  executive  management  of  Registrant.  As part of management
transition,  Registrant sought the services of a new firm of independent  public
accountants and new counsel to the Registrant  during the fiscal year ended June
30, 1999.  Although  management  ultimately  retained  existing  counsel and its
current firm of independent  certified public  accountants,  substantial  delays
were  encountered in preparing the company's  Annual Report on Form 10-K for the
fiscal  year  ended June 30,  1999,  and such  Report  could not be filed on the
prescribed due date without unreasonable effort or expense.




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<PAGE>

                                     PART IV
                                   INFORMATION


(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification:

Howard J. Kerker                                                (212) 758-0700
- --------------------------------------------------------------------------------
(Name)                                                    (Area Code)(Telephone)



(2) Have all other  periodic  reports  required under Section 13 or 15(d) or the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  proceeding  12 months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
Identify report(s).
                      /x/  Yes  / /  No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
                      / /  Yes  /x/  No



         If so: attach an example of the anticipated  change,  both  narratively
and  quantitatively,  and if  appropriate,  state the reasons  why a  reasonable
estimate of the results cannot be made.



                          Odyssey Pictures Corporation
                          ----------------------------
                  (Name of Registrant as Specified in Charter)

         Has  caused  this  notification  to be  signed  on  its  behalf  by the
undersigned thereunto duly authorized.


Date: September 30, 1999
                                                 By: /s/ Pierre Koshakji
                                                 -----------------------
                                                         Pierre Koshakji, Pres.


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