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 31,1996
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, 1996,
was approximately $5,492,255.00. The number of shares of Common Stock,
$0.0001 par value, outstanding on December 31, 1996, was 7,323,006 shares,
held by 221 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, 1996:
<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
Rowland Mosser 1,030,583 0.14%*
1211 N. Kings Rd. #211
West Hollywood, Ca. 90069
Drones Financial Ltd. 500,000 0.068%
Union Bank Plaza Suite 2600
445 South Figueroa Street
Los Angeles, CA 90071-1630
Twin Rainbow Investment 800,000 0.109%*
P.O. Box 552
Lakeport, CA 95453
Ronald F. Weber 1,030,582 0.14%
1221 N. Kings Rd.
West Hollywood, Ca. 90069
</TABLE>
*Denotes Offices or Directors
** Based on 7,323,000 shares issued and outstanding, one class
Item 5. Directors and Executive Officers
Mr. Rowland J. Mosser: Age 58, CEO, and Director. Mr. Mosser has an
extensive background in the motion picture/television industries.
Mr. Ronald F. Weber: Age 62, Director, Mr. Weber has been an
investment banker and has been involved in corporate acquisitions and
venture capital for many years.
Ms. Jayne Coronado: Age 48, Director. Ms. Coronado has had extensive
experience in office management. She also has much experience as a
corporate secretary.
<PAGE>
Item 6. Executive Compensation- See Note 7 Financials
Item 7. Legal Proceedings
The Company is not involved in any legal proceedings as of the date of
this filing.
Item 8. 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 9 Recent Sales of Unregistered Securities
None
Item 10 Description of Registrants Securities to be registered
The Company is authorized to issue 20,000,000 shares of Common Stock,
all one class, with a par value of $.001. As of the date of this filing
there were 7,323,000 shares issued and outstanding.
Item 11 Indemnification of Directors and Officers
Not Applicable
Item 12 Financial Statements and Supplementary Data
Not Applicable. See item 15.
Item 13 Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
None
<PAGE>
Item 14 Financial Statements and Exhibits
Registrants, Filmagic Entertainment Corporation, includes the
following information with this filing:
a. Balance Sheets: 1995, 1996
b. Income Statements: 1994, 1995, and 1996
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 1996
<TABLE>
ASSETS:
DEC. 31, 1995 DEC. 31,1996
<S> <C> <C>
CASH $0.00 $0.00
INTEREST RECEIVABLE (NOTE 3) $0.00 $0.00
NOTES RECEIVABLE $0.00 $0.00
TOTAL CURRENT ASSETS $0.00 $0.00
PATENT RIGHTS- NET $0.00 $0.00
FILM LIBRARY (NOTE 4) $280,000.00 $210,000.00
OTHER ASSETS- PROMOTIONAL MATERIAL $0.00 $0.00
ORGANIZATION EXPENSES $0.00 $0.00
TOTAL ASSETS $280,000.00 $210,000.00
LIABILITIES & EQUITY
ACCOUNTS PAYABLE $0.00 $0.00
INTEREST PAYABLE $0.00 $0.00
TOTAL CURRENT LIABILITIES $0.00 $0.00
NOTES PAYABLE- INVESTMENT ADVISOR (NOTE 5) $0.00 $0.00
NOTE PAYABLE- SHAREHOLDER (NOTE 3) $0.00 $0.00
TOTAL LIABILITIES $0.00 $0.00
COMMON STOCK $7,323.00 $7,323.00
PAID IN CAPITAL $1,900,708.00 $1,900,708.00
RETAINED EARNINGS ($1,628,031.00) ($1,698,031.00)
TOTAL EQUITY $280,000.00 $210,000.00
TOTAL LIABILITIES & EQUITY $280,000.00 $210,000.00
</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
12/31/94 12/31/95 12/31/96
<S> <C> <C> <C>
DEBT REDUCTION $ $ $
CANCELLATION OF DEBT-SHAREHOLDER $ $ $
INTEREST INCOME $ $ $
TOTAL INCOME $ $ $
EXPENSE
WRITE DOWN OF VIDA INVENTORY $ $ $
INVESTMENT ADVISOR FEES $ $ $
PATENT AMORTIZATION $ $ $
PROFESSIONAL FEES $ $ $
FILM STORAGE CHARGES $ $ $
TRAVEL $ $ $
-
DEPRECIATION $ $ $
OFFICE EXPENSE $ $ $
- -
PUBLIC RELATIONS $ $ $
INTEREST- AMORTIZATION $70,000 $70,000 $70,000
INVESTMENT WRITE-OFF-PATENT $ $ $
TAXES $ $ $
CONTRACTED FEES $ $ $
ORGANIZATION EXPENSE-AMORTIZATION $ $ $
TOTAL EXPENSE $70,000 $70,000 $70,000
NET LOSS $<70,000> $<70,000> $<70,000>
</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- Stock Changes
On August 25, 1994 the Company authorized a 1 to 10 reverse stock
split, bringing the total authorized and outstanding shares to 7,323,006.
<PAGE>
Note 4- 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 INSHAREHOLDERS' EQUITY
FOR THE PERIOD DECEMBER 7, 1983 TO DECEMBER 31, 1996
<TABLE>
COMMON STOCK Additional Retained
Paid -In Earnings
Capital (DEFICIT)
No. of Amount
Shares
<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, 1996
<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
1,988 - - 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 - - 100,000 -
Library 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)
Net Loss 1992 (70,200)
Balance 12/31/92 73,230,000 7,323 1,900,708 (1,417,831)
Net Loss 1993 (70,200)
Balance 12-31-93 73,230,000 7,323 1,900,708 (1,488,031)
One for Ten Reverse Stock (65,906,994)
Spilt 8/25/94
Net Loss for the 12 Months (70,000)
Ended December 31,1994
Balance 12/31/94 7,323,006 7,323 1,900,708 (1,558,031)
Net Loss (70,000)
Balance 12/31/95 7,323,006 7,323 1,900,708 (1,628,031)
Net Loss 1996 (70,000)
Balance 12-31-96 7,323,006 7,323 1,900,708 (1,698,031)
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 210,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 210,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 7,323
<OTHER-SE> 210,000
<TOTAL-LIABILITY-AND-EQUITY> 210,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 70,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (70,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (70,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (70,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
