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 31,1989
                                     
                      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.)

2745 Colorado Ave Suite 310 Santa Monica, CA           90404
(Address of principal executive offices)               (Zip Code)

     Registrant's telephone number including area code: (213) 828-3388

        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, 1989,
was approximately $5,492,255.00.  The number of shares of Common Stock,
$0.0001 par value, outstanding on December 31, 1989, was 73,230,060 shares,
held by 157 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 into 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  "subdistributors" on a commission basis.  The  Company  has
       already began 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.

      In  May  of  1988, the Company sold the United States  marketing  and
manufacturing "rights", as well as, in September, the related inventory  of
parts and demonstration units.  The Company still holds title to the patent
rights to the VIDA.

      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.

<PAGE>

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.

      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, 1989
<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  Drones Financial Ltd.        7,500,000             10.24%
                  Union Bank Plaza Suite 2600
                  445 South Figueroa Street
                  Los Angeles, CA 90071-1630

                  Michael Roedeinger          48,787,400            66.62%*
                  Union Bank Plaza Suite 2600
                  445 South Figueroa Street
                  Los Angeles, CA 90071-1630
                  
                  Paul Joseph                 1,250,000             1.71%*
                  Union Bank Plaza Suite 2600
                  445 South Figueroa Street
                  Los Angeles, CA 90071-1630
                  
                  Gary Shimokawa              1,250,000             1.17%*
                  Union Bank Plaza Suite 2600
                  445 South Figueroa Street
                  Los Angeles, CA 90071-1630
                  
                  Harry Landers                  30,000              .04%*
                  Union Bank Plaza Suite 2600
                  445 South Figueroa Street
                  Los Angeles, CA 90071-1630
</TABLE>

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

<PAGE>

Item 5.                  Directors and Executive Officers


          Mr. Paul Joseph: Age 52, 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.  Gary  Shimokawa: Age 45, Director. He has been an  associate
     producer  and  Director  of  numerous network  television  productions
     including ALF, Golden Girls, Night Court, What's Happening, Now, 9  to
     5,  Fish,  Archie Bunkers Place, Welcome back Kotter, and he has  been
     nominated  for  and  won  both Emmys and Directors  Guild  of  America
     Awards.  He  has  an  equally  extensive background  in  dealing  with
     television networks and stations.
          
          Mr.  Michael  Roedeinger: Age 41, 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 74, 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.
          
          Mr.  Larry  Landers: Age 67, Director. Mr. Landers is  an  actor,
     director, and producer. He is best known for his portrayal of Dr.  Ted
     Hoffman in the long running hit TV series Ben Casey.  He has also been
     in numerous TV productions and theatrical features.
          


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.


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

<PAGE>

                         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".

      As  a  result of the purchase of the television program  Library  for
stock,  and  the  subsequent  Special  Shareholders  Meeting  of  September
12,1988.  Drones Investors, Ltd., a partnership, acquired 7,500,000  shares
(approximately   10%)  of  the  common  stock  of  FILMAGIC   ENTERTAINMENT
CORPORATION, issued and outstanding as of September 12, 1988.

              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.

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:  1988,1989
          b. Income Statements:    1987, 1988, 1989
          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
<PAGE>                                           

                    Filmagic Entertainment Corporation
                            Balance Sheet 1989
                                     
<TABLE>
                                     
ASSETS:
<S>                                             <C>            <C>         
                                                DEC. 31, 1988  DEC. 31,1989
CASH                                                $2,000.00     $3,800.00
INTEREST RECEIVABLE                                 $3,000.00    $12,740.00
NOTES RECEIVABLE   (NOTE 3)                       $200,000.00         $0.00
                                               --------------  ------------    
TOTAL CURRENT ASSETS                              $205,000.00    $16,540.00
                                                                           
PATENT RIGHTS- NET (NOTE 6)                             $0.00    $97,057.00
FILM LIBRARY     (NOTE 4)                       $1,600,000.00   $700,000.00
OTHER ASSETS- PROMOTIONAL MATERIAL                  $7,000.00     $2,834.00
ORGANIZATION EXPENSES                                 $817.00       $800.00
                                                -------------   -----------  
TOTAL ASSETS                                    $1,812,817.00   $817,231.00
                                                =============   ===========

LIABILITIES & EQUITY                                                        
ACCOUNTS PAYABLE                                    $5,000.00    $24,048.00
INTEREST PAYABLE                                    $7,500.00         $0.00
                                                -------------    ----------  
TOTAL CURRENT LIABILITIES                          $12,500.00    $24,048.00
                                                                           
NOTES PAYABLE- INVESTMENT ADVISOR (NOTE 5)         $10,917.00    $10,000.00
NOTE PAYABLE- SHAREHOLDER  (NOTE 4)               $100,000.00    $71,750.00
                                                -------------    ----------    
TOTAL LIABILITIES                                 $123,417.00   $105,798.00
                                                                            
COMMON STOCK                                           $85.00     $7,323.00
PAID IN CAPITAL                                 $1,699,915.00 $1,900,708.00
RETAINED EARNINGS                                 ($10,600.00)($1,196,588.00)
                                                                           
TOTAL EQUITY                                    $1,689,400.00   $711,433.00
                                                                           
TOTAL LIABILITIES & EQUITY                      $1,812,817.00   $817,231.00
</TABLE>
<PAGE>

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

                                     
                             INCOME STATEMENT
<TABLE>


                                     
INCOME                                  YEAR ENDING  YEAR ENDING YEAR ENDING
                                         12/31/87     12/31/88     12/31/89
<S>                                      <C>          <C>         <C>
DEBT REDUCTION                                    $            $    $100,000
CANCELLATION OF DEBT-SHAREHOLDER                  $  $    50,992            
INTEREST INCOME                          $ (13,004)   $   10,875            
                                        -----------  -----------  ---------- 
TOTAL INCOME                              $(13,004) $     61,867    $100,000
                                        ----------- ------------  ----------
EXPENSE                                                                     
WRITE DOWN OF VIDA INVENTORY                        $    167,888    $150,507
INVESTMENT ADVISOR FEES                             $     20,000            
PATENT AMORTIZATION                    $      8,824 $      8,089            
PROFESSIONAL FEES                                   $      5,000            
FILM STORAGE CHARGES                                      $5,000            
TRAVEL                                 $     18,000            $            
DEPRECIATION                           $      5,800 $      5,317            
OFFICE EXPENSE                         $      1,200                         
PUBLIC RELATIONS                                    $      5,000            
INTEREST                               $      1,750 $      9,167            
INVESTMENT WRITE-OFF                   $      1,250                         
TAXES                                  $        500                         
CONTRACTED FEES                                                  $   289,825
ORGANIZATION EXPENSE-AMORTIZATION          $     50 $        183 $       200
                                       ------------ ------------ ----------- 
TOTAL EXPENSE                          $     37,374  $   225,644 $   440,532
                                       ------------ ------------ -----------  
NET LOSS                                  $<50,378>  $ <163,777>  $<340,532>
                                       ============ ============ ===========
</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- Notes Receivable

      On July 1, 1988, Filmagic Incorporated issued 100,000 shares of stock
in  consideration of notes totaling $200,000 issued by certain officers and
directors.  The notes bear interest at 9% per annum and are due and payable
on   June  30,1989.  On  January  5,  1989,  both  parties  canceled   this
arrangement.



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.

<PAGE>

Note 5- Note Payable- Investment Advisor

       On October 5, 1987, the Company borrowed $10,000 from Bechman, White
&  Reed,  secured by a note bearing interest at 10% per annum, all due  and
payable on December 31, 1989.


Note 6- Patents

The Company acquired Patent rights to its "PREVENT" product in exchange for
cash and stock in the sum of $150,000.  As of 1989, ending the net value of
the patents was $97,067.



Note 7-  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, 1989
<TABLE>
                                                                
                                                                
                                COMMON STOCK        Additional   Retained
                                                     Paid -In
                          No. of Shares   Amount     Capital     Earnings
                                                                 (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 costs)       1,000,000      100        7,796         -
                                                                
Acquisition of MEDX        22,000,000     2,200      988,265    (475,572)
                                                                
Issuance of Shares to                                                
effect MEDX Acquisition     1,200,000      120          -           -
                                                                
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, 1989
<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             -        -     800,000       -
1988                                                                
                                                               
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           -        -     100,000       -
Library 1989                                                        
                                                                    
Net Loss 1989                          -        -        -      (340,532)
                                                               
                                                               
Balance- 12/31/89                  73,230,000 7,323  1,900,708 (1,196,588)
</TABLE>