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>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1989
<PERIOD-START> JAN-01-1989
<PERIOD-END> DEC-31-1989
<CASH> 3,800
<SECURITIES> 0
<RECEIVABLES> 12,740
<ALLOWANCES> 0
<INVENTORY> 16,540
<CURRENT-ASSETS> 0
<PP&E> 855,531
<DEPRECIATION> (54,840)
<TOTAL-ASSETS> 817,231
<CURRENT-LIABILITIES> 95,798
<BONDS> 0
0
0
<COMMON> 7,323
<OTHER-SE> 714,110
<TOTAL-LIABILITY-AND-EQUITY> 817,231
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 440,532
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (440,532)
<INCOME-TAX> 0
<INCOME-CONTINUING> (440,532)
<DISCONTINUED> 0
<EXTRAORDINARY> 100,000
<CHANGES> 0
<NET-INCOME> (340,532)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
