SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                 FORM 10-K
                                     
[X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)OF  THE
SECURITIES EXCHANGE ACT OF 1934

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF  THE
SECURITIES EXCHANGE ACT OF 1934
                                     
               For the fiscal year ended:  December 31,1991
                                     
                      Commission File Number: 0-17462
                                     
                    FILMAGIC ENTERTAINMENT CORPORATION
       IMMEDIATE PREDECESSOR NAME: "ROEDEINGER MEDICAL SYSTEMS,INC."
                   PREDECESSOR NAME: "COTTON TREE, INC."

          (Exact name of registrant as specified in its charter)

UTAH                                                    87-0404991
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                         Identification No.)

3850 Hill Road, Lakeport, CA                           95453
(Address of principal executive offices)               (Zip Code)

     Registrant's telephone number including area code: (707) 263-0760

        Securities registered pursuant to Section 12(b) of the Act:
                                   None
        Securities registered pursuant to Section 12(g) of the Act:
                      Common Stock, $0.0001 par value
                             (Title of Class)

     Indicate  by  check  mark whether the registrant  (a)  has  filed  all
reports  required  to  be filed by Section 13 pr 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 such filing requirements for the past 90 days.  YES      X
NO
     
     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  [     ]
     
     The aggregate market value (the average bid and asked prices) of the
voting stock held by non-affiliates of the registrant on December 31, 1991,
was approximately $5,492,255.00.  The number of shares of Common Stock,
$0.0001 par value, outstanding on December 31, 1991, was 73,230,060 shares,
held by 180 shareholders.

<PAGE>

Item 1.                            BUSINESS
     
           Filmagic  was incorporated in the State of Utah on  December  7,
1983  as  Cotton Tree, Inc.  In August of 1985 it acquired,  in  stock-for-
stock  acquisition,  MEDX, Inc. and changed its name to Roedeinger  Medical
Systems, Inc.  In May of 1988, Roedeinger Medical System sold its  line  of
medical  products  to a third party company, and in September  of  1988  it
acquired, on a stock-for-stock basis, Filmagic, Inc. and changed  its  name
to Filmagic Entertainment Corporation.
     
        It will be the business of the Company to do the following:
                                     
    Filmagic owns a library of television programming consisting of 943
                               one half hour
    Programs in a variety of formats.  This "library" is being used as
                                 follows:
                                     
     1.   Distribute this programming to existing television stations in the
       United States and Canada through direct solicitation.
     2.   License this programming for use by Low Power Television stations,
       Cable,  and  or  Pay-For-Viewing television services through  direct
       solicitation.
     3.    Acquire additional programming, both serial and theatrical,  for
       distribution as provided for in paragraphs 1 & 2 above.
     
          In  addition,  Filmagic has entered an agreement to  act  as  the
       distributor  of  a  three-  (3)  motion  picture  package.   In  its
       capacity  as "distributor," it owns all of the "rights,"  worldwide,
       to  the movies in perpetuity.  Most of its distribution efforts  are
       done  through "sub-distributors" on a commission basis.  The Company
       has   already  begun  marketing  certain  "rights"  to  the   motion
       pictures.
       
            It is the company's intention to continue this type of
       distribution business, and already has several other similar
       transactions in various stages of completion.


Item 2.                       Financial Information

      The  activities  of the Company in 1985, 1986, and  1987  (Roedeinger
Medical Systems, Inc.) were devoted primarily to the refinement of the VIDA
Heart  Monitor  and the development of a viable marketing  program.   There
were  no  products  sold  as such and Company  could  be  deemed  to  be  a
development Stage Company.

      The acquisition of Filmagic Incorporated in August of 1988 places the
Company in the entertainment business.  The continuation of the Company  as
a  viable  entity is dependent on the successful marketing of the  acquired
library  of  television programming, and it has entered  into  a  tentative
licensing agreement with a distributor in Australia, and has several  other
situations  pending.   The Company has also signed  an  agreement  for  the
distribution of three (3) full-length motion pictures.

Item 3.                            Properties

      The  Company  owns,  in fee, 943 one half-hour  television  programs.
These programs are in the form of "Tape Masters" used for duplication.  All
of the programs are registered with the Library of Congress.

<PAGE>

     The   principal  industry  using  the  Company's  properties  are  the
Television,  Low  Power  Television,  Pay-for-View  television,  and  Cable
television industry in the United States and Canada.  A more limited market
exists in certain foreign television markets.

  Item 4.             Security Ownership of Certain Beneficial Owners and
                                Management
                                     
The following "Table" represents the Ownership of Certain Beneficial Owners
                  and Management as of December 31, 1991:


<TABLE>
(1)Title of Class (2) Name and Address  (3)Amount and Nature (4)Percent of
of beneficial owner  of beneficial ownership     Class**

<S>                 <C>                           <C>             <C>
Common Stock
Par value $.0001
                    Michael Roedeinger            5,182,760       0.07%*
                    Union Bank Plaza Suite 2600
                    445 South Figueroa Street
                    Los Angeles, CA 90071-1630

                    Drones Financial Ltd.         4,500,000       0.06%
                    Union Bank Plaza Suite 2600
                    445 South Figueroa Street
                    Los Angeles, CA 90071-1630

                    Twin Rainbow Investment       5,000,000       0.07%*
                    P.O. Box 552
                    Lakeport, CA 95453

                    Cyril & Crowly                1,100,000       0.02%
                    456 Montgomery St. 17th Fl.
                    San Francisco, CA 94104
</TABLE>

     *Denotes Offices or Directors
     ** Based on 73,230,000 shares issued and outstanding, one class


Item 5.                  Directors and Executive Officers

     Mr.  Paul Joseph: Age 54, CEO, and Director. Paul Joseph is one of the
     founders,  the President, and Chief Executive Officer of  Filmagic^TM,
     Inc. Paul Joseph is a licensed CPA in the state of California and  has
     an extensive background in the motion picture/television industries.

     Mr.  Leonard  Gotshalk: Age 42, Director, Mr.  Gotshalk  has  been  an
     investment  banker and real estate developer.  He played  professional
     football and was a player representative.

<PAGE>
          
     Mr. Michael Roedeinger: Age 43, Director.  Mr. Roedeinger has been  an
     investment banker for the last fifteen years with Roedeinger, Inc. and
     Beckman,  White & Reed Inc.  He has been involved in numerous business
     startups and is a founder of the Company.
          
     Mr.  George  H.  Patton: Age 76, Director.  Mr. Patton has  owned  and
     manages  his  own  advertising agency in the Southern California  area
     since  1951 under the name of George Patton Advertising.  He  has  had
     extensive  experience  in the purchase and sale of  television  barter
     advertising  time  as  well as the outright  placement  of  television
     advertising.  He has had wide spread dealings with television stations
     over a broad geographic area across the United States.


Item 6.                  Executive Compensation- See Note 7 Financials

Item 7.                  Certain Relationships and Related Transactions

      In  August of 1988, the Company acquired, through a stock  for  stock
acquisition, Filmagic, Inc. for 10,000,000 restricted shares of the Company
restricted  shares.   All  of  the shares (10,000,000)  were  provided  the
company  by  Mr.  Michael Roedeinger; this resulted in no dilution  to  the
existing  shareholders of the Company.  Mr. Roedeinger  has  also  provided
needed  operating  funds  on  a "loan" basis for  the  Company  during  the
transition period from Roedeinger Medical Systems to Filmagic Entertainment
Corporation.  Mr. Roedeinger is a Director and Founder of the Company. (See
Note 3 Notes to Financials)


Item 8.                       Legal Proceedings

     The Company is not involved in any legal proceedings as of the date of
this filing.

  Item 9.        Market Price of and Dividends on the Registrant's Common
                  Equity and Related Stockholder Matters
                         
     The free-trading shares of the Company's stock have been traded in the
Over  the  Counter  Market (OTC), "pink sheets" and have  been  subject  to
sporadic trading and pricing.  During the past year the stock has traded as
low  as  $.03-$.08 (bid) and $.05- $.12 (ask).  The shares of common  stock
have not been traded on any "exchange."


              The Company has not paid any dividends to date.
                                     
Item 10        Recent Sales of Unregistered Securities
     
          None

Item 11        Description of Registrants Securities to be registered

     The Company is authorized to issue 200,000,000 shares of Common Stock,
all  one  class, with a par value of $.001.  As of the date of this  filing
there were 73,230,000 shares issued and outstanding.

<PAGE>

Item 12        Indemnification of Directors and Officers

          Not Applicable

Item 13        Financial Statements and Supplementary Data

          Not Applicable.  See item 15.

Item 14   Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure
                                     
          None

Item 15        Financial Statements and Exhibits

          Registrants, Filmagic Entertainment Corporation, includes the
          following information with this filing:
          a. Balance Sheets:  1990, 1991
          b. Income Statements:    1989, 1990, and 1991
          c. Statement of Stockholders Equity: Inception to Present

                                        SIGNATURE
                                        
      Pursuant to the requirements of Section 12 of the Securities  Act  of
1934, the registrant has duly caused this regulation statement to be signed
on its behalf by the undersigned, hereunto duly authorized.

                                         FILMAGIC ENTERTAINMENT CORPORATION
                                                                 REGISTRANT
                                                                      
                                         By:/s/R.Bruce Harris
                                            --------------------------------
                                            R. Bruce Harris, President
<PAGE>

                    Filmagic Entertainment Corporation
                            Balance Sheet 1991
                                     
<TABLE>
                                     
ASSETS:                                                                    
<S>                                           <C>              <C>
                                              DEC. 31, 1990    DEC. 31,1991
CASH (Note 3)                                     $3,800.00           $0.00
INTEREST RECEIVABLE                                   $0.00           $0.00
NOTES RECEIVABLE                                      $0.00           $0.00
                                                                           
TOTAL CURRENT ASSETS                              $3,800.00           $0.00
                                                                           
PATENT RIGHTS- NET                                    $0.00           $0.00
FILM LIBRARY     (NOTE 4)                       $630,000.00     $560,000.00
OTHER ASSETS- PROMOTIONAL MATERIAL (Note3)        $2,834.00           $0.00
ORGANIZATION EXPENSES                               $600.00         $400.00
                                                                           
TOTAL ASSETS                                    $637,234.00     $560,400.00
                                                                           
LIABILITIES & EQUITY                                                        
ACCOUNTS PAYABLE                                 $24,048.00           $0.00
INTEREST PAYABLE                                      $0.00           $0.00
                                                                           
TOTAL CURRENT LIABILITIES                        $24,048.00           $0.00
                                                                           
NOTES PAYABLE- INVESTMENT ADVISOR (NOTE 5)       $10,000.00           $0.00
NOTE PAYABLE- SHAREHOLDER  (NOTE 3)              $71,750.00           $0.00
                                                                           
TOTAL LIABILITIES                               $105,798.00           $0.00
                                                                            
COMMON STOCK                                      $7,323.00       $7,323.00
PAID IN CAPITAL                               $1,900,708.00   $1,900,708.00
RETAINED EARNINGS                           ($1,376,595.00) ($1,347,631.00)
                                                                           
TOTAL EQUITY                                    $531,436.00     $560,400.00
                                                                           
TOTAL LIABILITIES & EQUITY                      $637,234.00     $560,400.00
</TABLE>
<PAGE>

 The Accompanying Notes Are an Integral Part of These Financial Statements
                    Filmagic Entertainment Corporation
                                     
<TABLE>
                                     
                             INCOME STATEMENT
                                     
INCOME                                    YEAR ENDING  YEAR ENDING  YEAR ENDING
                                           12/31/89      12/31/90     12/31/91
<S>                                      <C>            <C>          <C>
DEBT REDUCTION                           $    100,000                $    99,164
CANCELLATION OF DEBT-SHAREHOLDER                                                
INTEREST INCOME                                                                 
                                                                               
TOTAL INCOME                             $    100,000 $              $    99,164
                                                                               
EXPENSE                                                                        
WRITE DOWN OF VIDA INVENTORY             $    150,507                          
INVESTMENT ADVISOR FEES                                                        
PATENT AMORTIZATION                                                            
PROFESSIONAL FEES                                                              
FILM STORAGE CHARGES                                                           
TRAVEL                                                                         
DEPRECIATION                                                                   
OFFICE EXPENSE                                                                 
PUBLIC RELATIONS                                                               
INTEREST- AMORTIZATION                                $      82,500 $     70,000
INVESTMENT WRITE-OFF-PATENT                           $      97,057            
TAXES                                                                          
CONTRACTED FEES                          $    289,825                          
ORGANIZATION EXPENSE-AMORTIZATION        $        200 $         200 $        200
                                                                               
TOTAL EXPENSE                            $    440,532 $     180,007 $     70,200
                                                                               
NET LOSS                                 $  <340,532> $   <180,007> $     28,964
</TABLE>
<PAGE>

 The Accompanying Notes Are an Integral Part of These Financial Statements
                                     
                    Filmagic Entertainment Corporation
                                     
                       Notes To Financial Statements

Note 1-Company History

     The Company is a Utah public company, incorporated on December 7, 1985
as  Cotton  Tree Inc.  On July 29,1985 the company acquired MEDX  Inc.  (an
Arizona corporation) through a tax free exchange of stock with all  of  the
MEDX shareholders, and changed its name to ROEDEINGER MEDICAL SYSTEMS, Inc.
The  primary business of MEDX was the development and marketing of patented
medical products, under the names of "VIDA" and "PREVENT."

      On  September  11,1988, the company acquired all of  the  outstanding
shares  of Filmagic Incorporated (a Delaware Corporation) through  tax-free
exchange   of  stock,  and  changed  its  name  to  Filmagic  Entertainment
Corporation  (FEC).   All shares required for this acquisition  (10,000,000
restricted  shares)  were  donated back to the  Company  by  the  principal
shareholder.

     Filmagic Incorporated was organized October 5, 1987, and with no sales
to  date is deemed a development stage company.  Its principal asset  is  a
library of 947 tape masters of one half-hour television programming.  These
tapes are in color and were produced in 1977-1979.  The Company proposes to
licenses  these tapes for use by television stations and in home video,  in
both  the  United  States  and abroad, where the  uses  of  the  tapes  are
applicable.


Note 2- Significant Accounting Policies:

         Organizational expenses are amortized over a 5-year period.
     
         The tape library will be depreciated over a 10-year period on  a
         straight-line basis beginning in 1990.
     
         Income and expenses are recorded on the accrual method of accounting.
     
         Net operating losses are recorded on a flow through basis.

Note 3- Property and Equipment

      Property and equipment consisted of office equipment.  In March 1991,
Michael  Roedeinger, a shareholder acquired the property and  equipment  in
exchange for his previously owned shares of common stock.  Also involved in
the  transaction was the cash balance and assumption by the shareholder  of
personal   responsibility  for  the  note  balance  and  other  liabilities
resulting in a debt reduction on the Income Statement.

<PAGE>

Note 4- Filmagic Library

     On November 1, 1987, Filmagic Incorporated acquired the library of 947
tape   masters  previously  described  from  DRONES  INVESTORS   LTD.   for
$1,600,000.   Consideration of 300,000 shares of stock, and a note  in  the
amount  of $100,000.  The note bears interest at 9% per annum, and  is  due
and  payable  on or before October 31,1989.  The Book value of the  library
was  de-valued  to  $800,000 by the auditors based on  the  current  market
conditions.  In 1990, the library was amortized at $70,00 per year.

Note 5- Company Operations

     The Company's ability to operate as a going concern is contingent upon
the  successful  licensing  of the aforementioned  television  programming.
Until such sales transpire, no salaries are being incurred, or accrued  and
minimal overhead costs are being donated by the principal shareholders

  The notes included are an integral part of these financial statements.

<PAGE>

FILMAGIC ENTERTAINMENT, INC.
(A Development Stage Enterprise)
                                                   
                                                   
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                                   
                                                   
FOR THE PERIOD DECEMBER 7, 1983 TO DECEMBER 31, 1991
<TABLE>
                                                                   
                                                                   
                                          COMMON STOCK     Additio Retaine
                                                             nal      d
                                                           Paid -
                                                             In
                                         No. of    Amount  Capital Earning
                                         Shares                       s
                                                                   (DEFICIT)
<S>                                     <C>          <C>     <C>     <C>
Issuance of Shares                                                 
during 1983                             210,000      $21     $29     $-
                                                                   
                                                                   
Balance- 12/31/83                       210,000      $21     $29     $-
                                                                   
                                                                   
Net Loss 1984                              -          -       -     ($16)
                                                                   
                                                                   
Balance- 12/31/84                       210,000      $21     $29    ($16)
                                                                   
                                                                   
Issuance of Shares to Public (net of   1,000,000     100    7,796     -
costs)
                                                                      
                                                                   
Acquisition of MEDX                    22,000,000   2,200  988,265 (475,572)
                                                                   
Issuance of Shares to effect MEDX      1,200,000     120      -       -
Acquisition
                                                                      
                                                                   
Three for One Stock Split              48,820,000   4,882  (4,882)    -
                                                                   
Net Loss 1985                              -          -       -    (58,661)
                                                                   
                                                                   
Balance- 12/31/85                      73,230,000  $7,323  $991,208 ($534,249)
                                                                   
                                                                   
Shareholder Donation 1986                  -          -     2,800     -
                                                                      
Net Loss 1986                              -          -       -    (63,917)
</TABLE>
<PAGE>
                                                                   
FILMAGIC ENTERTAINMENT, INC.
(A Development Stage Enterprise)

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                                                   
FOR THE PERIOD DECEMBER 7, 1983 TO DECEMBER 31, 1991

<TABLE>
<S>                                      <C>        <C>     <C>     <C>    
Shareholder Donation 1987                   -         -     6,700     -
                                                                      
Net Loss                                    -         -       -    (55,278)
                                                                   
                                                                   
Balance- 12/31/87                      73,230,000   7,323  1,000,708 (653,444)
                                                                   
                                                                   
Acquistion of Filmagic,Inc 1988             -         -    800,000    -
                                                                      
                                                                   
Net Loss 1988                               -         -       -    (202,612)
                                                                   
                                                                   
Balance 12/31/88                       73,230,000   7,323  1,800,708 (856,056)
                                                                   
                                                                   
Cancellation of Note                                               
Relative to Purchase of Film Library        -         -    100,000    -
1989
                                                                      
                                                                      
Net Loss 1989                               -         -       -    (340,532)
                                                                   
                                                                   
Balance- 12/31/89                      73,230,000   7,323  1,900,708 (1,196,588)
                                                                   
                                                                   
Net Loss 1990                                                          (180,007)
                                                                   
                                                                   
Balance 12/31/90                       73,230,000   7,323  1,900,708 (1,376,595)
                                                                   
                                                                   
Net Income 1991                                                          28,964
                                                                   
                                                                   
Balance 12/31/91                       73,230,000   7,323  1,900,708 (1,347,631)
</TABLE>