As filed with the Securities and Exchange Commission on August __, 2003
                                Reg. No. 33

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    _________________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                          ODYSSEY PICTURES CORPORATION
                     --------------------------------------
                 (Name of Small Business Issuer in Its Charter)

         Nevada                                                95-4269048
       ----------                                           ----------------
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)

              16910 Dallas Parkway, Suite 104, Dallas, Texas 75248
               (Address of Principal Executive Offices)(Zip Code)

                                 (972) 818-7990
                                  -------------
                (Issuer's Telephone Number, Including Area Code)

                       ADVISORY AND CONSULTING AGREEMENTS
                              (Full title of plan)
                        ________________________________
                                 John W. Foster
                                       CEO
                         16910 Dallas Parkway, Suite 104
                                Dallas, TX 75248
                     (Name and address of agent for service)
                                 (972) 818-7990
          (Telephone number, including area code of agent for service)

                                    Copy to:
                               Michael L. Corrigan
                           City National Bank Building
                        4275 Executive Square, Suite 210
                               La Jolla, CA 92037
                                 (858) 731-0044

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
                                           Proposed             Proposed
Title of securities      Amount to be      maximum              maximum                Amount of
to be registered         Registered        offering price       Aggregate offering     Registration fee
per share                Price
------------------       ----------        --------------       ------------------     -----------------
<S>                      <C>               <C>                  <C>                    <C>
Common Stock
(.01 par value)          500,000           $    .10             $50,000                $4.05
------------------       ----------        --------------       ------------------     -----------------

</TABLE>

(1)     Represents 500,000 shares of Common Stock to be issued to consultants,
as  compensation for services rendered.
(2)     Estimated solely for the purpose of determining the amount of
registration fee and pursuant to Rules 457(c) and 457(h) of the General Rules
and Regulations under the Securities Act of 1993.


<PAGE>


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

GENERAL INFORMATION

The Company has its principal offices at 16910 Dallas Parkway, Suite 104,
Dallas, TX, 75248, Telephone: (972) 818-7990.

Item 2. Registrant Information.

Purposes:

The Common Stock will be issued by the Company pursuant to an agreement entered
into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreement is intended
to provide a method whereby the Company may be stimulated by the personal
involvement of the Consultant in the Company's business thereby advancing the
interests of the Company, and all of its shareholders.

Common Stock:

The Board has authorized the issuance of up to 500,000 shares of the Common
Stock to the Consultants upon effectiveness of the registration Statement.

Consultants:

The Consultant has agreed to provide its expertise and advice to the Company on
a non-exclusive basis for the purpose of generally representing the Company with
respect to certain legal matters.

No Restrictions on Transfer

Upon the shares becoming "Earned" pursuant to the terms of Consultant's
engagement agreement, the Consultant will become the record and beneficial owner
of the shares of Common Stock upon issuance and delivery and is entitled to all
of the rights of ownership, including the right to vote any shares awarded and
to receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultant

The Common Stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Consultant, therefore, will be deemed for federal income tax purposes
to recognize ordinary income during the taxable year in which the first of the
following events occurs: (a) the shares become freely transferable, or (b) the
shares cease to be subject to a substantial risk of forfeiture. Accordingly, the
Consultant will receive compensation taxable at ordinary rates equal to the fair
market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the Consultant receives shares of common stock pursuant to the exercises of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal tax purposes. The Consultant is urged to consult his tax advisor on
this matter. Further, if any recipient is an "affiliate", Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.


<PAGE>


Tax Treatment to the Company

The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by the Company for
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

Restrictions of Resales

In the event that an affiliate of the Company acquires shares of Common Stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder has sold or
sells any shares of Common Stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit", as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
to the Company. Services rendered have been recognized as valid consideration
for the "purchase" of shares in connection with the "profit" computation under
Section 16(b) of the Exchange Act. The Company has agreed that for the purpose
of any "profit" computation under 16(b) the price paid for the Common Stock
issued to affiliates is equal to the value of services rendered. Shares of
Common Stock acquired hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.

PART II

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this registration statement
by reference:

(a)               All reports filed pursuant to Section  13(a) or 15(d) of the
                  Exchange Act, including but not limited to the Company's
                  Annual Report on Form 10-K for the year ending June 30,
                  2002 and Quarterly Report on Forms 10-QSB for the quarters
                  ending March 31, 2003, December 31, 2002 and September 30,
                  2002.

     In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of the shares then remaining unsold, will be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of the documents. Any statement contained in a document incorporated or
superceded for purposes of this registration statement, to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supercedes such statement. Any such statement so modified or superceded will not
be deemed, except as so modified or superceded, to constitute a part of this
registration statement.


<PAGE>


Item 4. DESCRIPTION OF SECURITIES

The class of securities to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain legal matters in connection with this registration statement will
be passed upon for Odyssey Pictures Corp. by Michael L. Corrigan, Attorney at
Law. This registration statement registers shares, a portion of which, have been
authorized for issuance for legal services rendered under the plan.

PART II

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.751 of the Nevada General Corporation Law, provides as follows: 1. A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a Director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a Director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper. II-1

3. To the extent that a Director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper under the circumstances. The
determination must be made:


<PAGE>


     (a) By the stockholders;

     (b)  By  the  board  of  Directors  by majority vote of a quorum consisting
     of  Directors  who  were  not  parties  to  the  act,  suit  or proceeding;

     (c)  If  a  majority  vote  of  a  quorum  consisting of Directors who were
     not  parties to the act, suit or proceeding so orders, by independent legal
     counsel  in  a  written  opinion;  or

     (d)  If  a  quorum  consisting  of  Directors  who  were not parties to the
     act,  suit  or  proceeding  cannot  be  obtained,  by  independent
     legal  counsel  in  a  written  opinion.

5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than Directors or
officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
Directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 2 or for the
advancement of expenses made pursuant to subsection 5, may not be made to or on
behalf of any Director or officer if a final adjudication II-2 establishes that
his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.

     (b) Continues for a person who has ceased to be a Director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

     The Board of Directors may cause the Registrant to purchase and maintain
insurance on behalf of any person who is or was a Director or officer of the
Registrant, or is or was serving at the request of the Registrant as a Director
or officer of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred in any such capacity or arising out of such status,
whether or not the Registrant would have the power to indemnify such person.

     The indemnification provisions above provided shall include, but not be
limited to, reimbursement of all fees, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred, in connection with the defense
or settlement of any action or suit if such party to be indemnified acted in
good faith and in a matter reasonably believed to be in or not opposed to the
best interests of the Registrant. Indemnification may not be made for any claim,
issue or matter as to which the person claiming after exhaustion of all appeals
therefrom to be liable to the Registrant or for amounts paid in settlement to
the Registrant unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determines upon
application that the person is fairly and reasonably entitled to indemnify for
such expenses as the court deems proper.


<PAGE>


     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to  Directors, officers or persons controlling the
Registrant  pursuant  to  the  foregoing  provisions,  the  Registrant  has been
informed  that,  in  the opinion of the Securities and Exchange Commission, such
indemnification  is against public policy as express in the act and is therefore
unenforceable.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

Item 8. EXHIBITS.

The Exhibits to this registration statement are listed in the index to Exhibits
on page 8.

Item 9. UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers and sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (5) Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, there unto duly
authorized, in the City of Dallas, Texas.

Dated: August 5, 2003

                                                     Odyssey Pictures Corp.
                                                     a Nevada corporation

                                                     /s/ John W. Foster
                                                     -----------------------
                                                     John W. Foster, CEO


Pursuant to the requirements of the Securities Act of 1933, this report has been
signed  below  by  the  following  persons  on  behalf of the Company and in the
capacities  and  on  the  dates  indicated.


Dated: August 5, 2003

                                                     Odyssey Pictures Corp.
                                                     a Nevada corporation

                                                     /s/ John W. Foster
                                                     -----------------------
                                                     John W. Foster, CEO


<PAGE>


INDEX TO EXHIBITS



Exhibit
NO.              Description

4.1              Advisory and Consulting Agreement  -  Paul Weiner

5.1              Opinion of Counsel, regarding the legality of the securities
                 registered hereunder.

23.1             Consent of Want & Ender CPA

23.2             Consent of Counsel (included as part of Exhibit 5.1)


<PAGE>


Advisory and Consulting Agreement


                    Number of Shares and Options
                    --------------------------------

4.1                 500,000  -  Paul Weiner
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 22386}]
{"company-data": {"conformed-name": "ODYSSEY PICTURES CORP", "cik": "0000863061", "assigned-sic": "7812", "irs-number": "954269048", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107772", "film-number": "03831082"}, "business-address": {"street1": "16910 DALLAS PARKWAY, SUITE 104", "city": "DALLAS", "state": "TX", "zip": "75248", "phone": "3105563656"}, "former-company": {"former-conformed-name": "COMMUNICATIONS & ENTERTAINMENT CORP", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on August __, 2003
                                Reg. No. 33

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    _________________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                          ODYSSEY PICTURES CORPORATION
                     --------------------------------------
                 (Name of Small Business Issuer in Its Charter)

         Nevada                                                95-4269048
       ----------                                           ----------------
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)

              16910 Dallas Parkway, Suite 104, Dallas, Texas 75248
               (Address of Principal Executive Offices)(Zip Code)

                                 (972) 818-7990
                                  -------------
                (Issuer's Telephone Number, Including Area Code)

                       ADVISORY AND CONSULTING AGREEMENTS
                              (Full title of plan)
                        ________________________________
                                 John W. Foster
                                       CEO
                         16910 Dallas Parkway, Suite 104
                                Dallas, TX 75248
                     (Name and address of agent for service)
                                 (972) 818-7990
          (Telephone number, including area code of agent for service)

                                    Copy to:
                               Michael L. Corrigan
                           City National Bank Building
                        4275 Executive Square, Suite 210
                               La Jolla, CA 92037
                                 (858) 731-0044
CALCULATION OF REGISTRATION FEE
                         -------------------------------
                                           Proposed             Proposed
Title of securities      Amount to be      maximum              maximum                Amount of
to be registered         Registered        offering price       Aggregate offering     Registration fee
per share                Price
------------------       ----------        --------------       ------------------     -----------------
Common Stock
(.01 par value)          500,000           $    .10             $50,000                $4.05
------------------       ----------        --------------       ------------------     -----------------
(1)     Represents 500,000 shares of Common Stock to be issued to consultants,
as  compensation for services rendered.
(2)     Estimated solely for the purpose of determining the amount of
registration fee and pursuant to Rules 457(c) and 457(h) of the General Rules
and Regulations under the Securities Act of 1993.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

GENERAL INFORMATION

The Company has its principal offices at 16910 Dallas Parkway, Suite 104,
Dallas, TX, 75248, Telephone: (972) 818-7990.

Item 2. Registrant Information.

Purposes:

The Common Stock will be issued by the Company pursuant to an agreement entered
into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreement is intended
to provide a method whereby the Company may be stimulated by the personal
involvement of the Consultant in the Company's business thereby advancing the
interests of the Company, and all of its shareholders.

Common Stock:

The Board has authorized the issuance of up to 500,000 shares of the Common
Stock to the Consultants upon effectiveness of the registration Statement.

Consultants:

The Consultant has agreed to provide its expertise and advice to the Company on
a non-exclusive basis for the purpose of generally representing the Company with
respect to certain legal matters.

No Restrictions on Transfer

Upon the shares becoming "Earned" pursuant to the terms of Consultant's
engagement agreement, the Consultant will become the record and beneficial owner
of the shares of Common Stock upon issuance and delivery and is entitled to all
of the rights of ownership, including the right to vote any shares awarded and
to receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultant

The Common Stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Consultant, therefore, will be deemed for federal income tax purposes
to recognize ordinary income during the taxable year in which the first of the
following events occurs: (a) the shares become freely transferable, or (b) the
shares cease to be subject to a substantial risk of forfeiture. Accordingly, the
Consultant will receive compensation taxable at ordinary rates equal to the fair
market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the Consultant receives shares of common stock pursuant to the exercises of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal tax purposes. The Consultant is urged to consult his tax advisor on
this matter. Further, if any recipient is an "affiliate", Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.
Tax Treatment to the Company

The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by the Company for
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

Restrictions of Resales

In the event that an affiliate of the Company acquires shares of Common Stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder has sold or
sells any shares of Common Stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit", as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
to the Company. Services rendered have been recognized as valid consideration
for the "purchase" of shares in connection with the "profit" computation under
Section 16(b) of the Exchange Act. The Company has agreed that for the purpose
of any "profit" computation under 16(b) the price paid for the Common Stock
issued to affiliates is equal to the value of services rendered. Shares of
Common Stock acquired hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.

PART II

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this registration statement
by reference:

(a)               All reports filed pursuant to Section  13(a) or 15(d) of the
                  Exchange Act, including but not limited to the Company's
                  Annual Report on Form 10-K for the year ending June 30,
                  2002 and Quarterly Report on Forms 10-QSB for the quarters
                  ending March 31, 2003, December 31, 2002 and September 30,
                  2002.

     In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of the shares then remaining unsold, will be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of the documents. Any statement contained in a document incorporated or
superceded for purposes of this registration statement, to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supercedes such statement. Any such statement so modified or superceded will not
be deemed, except as so modified or superceded, to constitute a part of this
registration statement.
Item 4. DESCRIPTION OF SECURITIES

The class of securities to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain legal matters in connection with this registration statement will
be passed upon for Odyssey Pictures Corp. by Michael L. Corrigan, Attorney at
Law. This registration statement registers shares, a portion of which, have been
authorized for issuance for legal services rendered under the plan.

PART II

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.751 of the Nevada General Corporation Law, provides as follows: 1. A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a Director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a Director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper. II-1

3. To the extent that a Director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper under the circumstances. The
determination must be made:
(a) By the stockholders;

     (b)  By  the  board  of  Directors  by majority vote of a quorum consisting
     of  Directors  who  were  not  parties  to  the  act,  suit  or proceeding;

     (c)  If  a  majority  vote  of  a  quorum  consisting of Directors who were
     not  parties to the act, suit or proceeding so orders, by independent legal
     counsel  in  a  written  opinion;  or

     (d)  If  a  quorum  consisting  of  Directors  who  were not parties to the
     act,  suit  or  proceeding  cannot  be  obtained,  by  independent
     legal  counsel  in  a  written  opinion.

5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than Directors or
officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
Directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 2 or for the
advancement of expenses made pursuant to subsection 5, may not be made to or on
behalf of any Director or officer if a final adjudication II-2 establishes that
his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.

     (b) Continues for a person who has ceased to be a Director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

     The Board of Directors may cause the Registrant to purchase and maintain
insurance on behalf of any person who is or was a Director or officer of the
Registrant, or is or was serving at the request of the Registrant as a Director
or officer of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred in any such capacity or arising out of such status,
whether or not the Registrant would have the power to indemnify such person.

     The indemnification provisions above provided shall include, but not be
limited to, reimbursement of all fees, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred, in connection with the defense
or settlement of any action or suit if such party to be indemnified acted in
good faith and in a matter reasonably believed to be in or not opposed to the
best interests of the Registrant. Indemnification may not be made for any claim,
issue or matter as to which the person claiming after exhaustion of all appeals
therefrom to be liable to the Registrant or for amounts paid in settlement to
the Registrant unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determines upon
application that the person is fairly and reasonably entitled to indemnify for
such expenses as the court deems proper.
Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to  Directors, officers or persons controlling the
Registrant  pursuant  to  the  foregoing  provisions,  the  Registrant  has been
informed  that,  in  the opinion of the Securities and Exchange Commission, such
indemnification  is against public policy as express in the act and is therefore
unenforceable.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

Item 8. EXHIBITS.

The Exhibits to this registration statement are listed in the index to Exhibits
on page 8.

Item 9. UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers and sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (5) Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, there unto duly
authorized, in the City of Dallas, Texas.

Dated: August 5, 2003

                                                     Odyssey Pictures Corp.
                                                     a Nevada corporation

                                                     /s/ John W. Foster
                                                     -----------------------
                                                     John W. Foster, CEO

Pursuant to the requirements of the Securities Act of 1933, this report has been
signed  below  by  the  following  persons  on  behalf of the Company and in the
capacities  and  on  the  dates  indicated.

Dated: August 5, 2003

                                                     Odyssey Pictures Corp.
                                                     a Nevada corporation

                                                     /s/ John W. Foster
                                                     -----------------------
                                                     John W. Foster, CEO
INDEX TO EXHIBITS

Exhibit
NO.              Description

4.1              Advisory and Consulting Agreement  -  Paul Weiner

5.1              Opinion of Counsel, regarding the legality of the securities
                 registered hereunder.

23.1             Consent of Want & Ender CPA

23.2             Consent of Counsel (included as part of Exhibit 5.1)
Advisory and Consulting Agreement

                    Number of Shares and Options
                    --------------------------------

4.1                 500,000  -  Paul Weiner