Registration No. 333-_______




                  SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                           ______________

                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                       _____________________
 
                    Imagica Entertainment, Inc.
                  (F/K/A Ranger International, Inc.)
          (Exact name of registrant as specified in its charter)

        Florida                                        59-2762999
 State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

  1518 SW 12th Avenue Ocala, Florida                     34474
(Address of principal executive office)                (Zip Code)


                           Robert Wormser
                        1518 SW 12th Avenue
                        Ocala, Florida 34474
                           (352) 867-7860
(Name, address and telephone number, including area code, of agent for service)

                          _______________


   Independent Consulting Services Agreements with Tod Lotz and Mark Schultz.
                     (Full Title of the Plan)

                         _______________

<TABLE>
                 CALCULATION OF REGISTRATION FEE
<CAPTION>

<C>                <S>            <S>               <S> 
   Title           Amount to be   Proposed maximum    Proposed maximum        Amount of
of Securities       registered     offering price    aggregate offering    Registration fee
                                     per share<F1>      price <F1>
Common Stock,        475,000          $2.37             $1,125,750             $388.19
par value $.001

<FN>
<F1> The price stated above is estimated solely for the purpose of calculation of registration
 fee and is based on the average of the high and low prices paid for a share of the Company's 
Common Stock on July 9, 1996.
</FN>
</TABLE>

<PAGE>
PART I

Item 1.     Plan Information


Consulting Services Agreements

     The Independent Consulting Services Agreement entered into June 12, 
1996, between Imagica(trademark) Entertainment, Inc. (the "Company") and 
Tod Lotz (the "Consultant") requires the Company to pay Consultant 325,000 
shares of the Company's Common Stock as compensation for consulting 
services.  Under the terms of the Independent Consulting Services 
Agreement, Consultant has agreed to render Public relations and long term 
planning services to the Company.  The Common Shares are fully vested at 
the time of issuance.

     The Independent Consulting Services Agreement entered into July 10, 
1996, between Imagica(trademark) Entertainment, Inc. (the "Company") and 
Mark Schultz  (the "Consultant") requires the Company to pay Consultant 150,000
shares of the Company's Common Stock as compensation for consulting 
services.  Under the terms of the Independent Consulting Services 
Agreement, Consultant has agreed to render Public relations and long term 
planning services to the Company.  The Common Shares are fully vested at 
the time of issuance.

Item 2.     Registrant Information and Employee Plan Annual Information

     Plan participants may obtain, without charge, upon written or oral 
request, any of the documents incorporated by reference in Item 3 of Part 
II of this Registration Statement; these documents are incorporated by 
reference in the Section 10(a) prospectus which is a part of this 
Registration Statement.  Plan participants may also obtain, without charge, 
upon written or oral request, any other documents required to be delivered 
to employees pursuant to Rule 428(b).  All requests for documents should be 
directed to:  Imagica Entertainment, Inc., Attention: President, 1518 SW 
12th Avenue,Ocala, Florida 34474 (352) 867-7860.

PART II

Item 3.     Incorporation of Documents by Reference

The following documents are incorporated by reference into this 
Registration Statement, and are made a part hereof:

(a)     The Registrant's latest annual report for the year ended May 31, 
1995, on Form 10-KSB filed on or about January 4, 1996, and Registrant's 
latest annual report, as amended, for the year ended May 31, 1995, on Form 
10-KSB/A filed on or about January 5, 1996.

(b)     The Registrant's latest quarterly reports for the quarters ended 
August 31, 1995, November 30, 1995, and February 29, 1996, on Form 10-QSB 
filed on or about January 4, 1996; January 13, 1996; April 10, 1996, 
respectively.

(c)     All other reports filed by the registrant pursuant to Section 13(a) 
or 15(d) of the Exchange Act since the end of the fiscal year covered by 
the Form 10-SBK referred to in paragraph (a) above.

(d)     The descriptions of the registrant's securities which are contained 
in its registration statements filed under section 12 of the Securities 
Exchange Act of 1934, including any amendment or reports filed for the 
purpose of updating such descriptions.

All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934, after the date of this 
Registration Statement and prior to the filing of a post-effective 
amendment indicating that all of the securities offered hereby have been 
sold, or deregistering all such securities then remaining unsold, shall be 
deemed to be incorporated by reference and to be a part hereof from the 
date of filing of such documents.  Any statement contained in a document 
incorporated or deemed to be incorporated by reference herein shall be 
deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in any other 
subsequently filed document which also is incorporated or deemed 
incorporated by reference herein modifies or supersedes such statement.  
Any such document so modified or superseded shall not be deemed, except as 
so modified or superseded, to constitute a part of this Registration 
Statement.


Item 4.     Description of Securities.

Not Applicable.


Item 5.     Interests of Named Experts and Counsel.

Not Applicable.

Item 6.     Indemnification of Officers and Directors.

     The By-Laws of the Company, contain a provision under which the 
officers and directors of the Company would be indemnified to the full 
extent permitted by law.  Also, Sec. 607.0850, Fla. Stat. (1995), permits 
indemnification against expenses actually and reasonably incurred by a 
director, officer, employee or agent to the extent that such person has 
been successful in the defense of a matter eligible for indemnification 
under the statute. Under certain circumstances, expenses may be paid by a 
corporation in advance, subject to repayment, unless the defendant 
ultimately is determined to be ineligible for indemnification. In addition, 
the statute permits a corporation to indemnify directors and officers 
against certain liabilities and to purchase and maintain director and 
officer liability and reimbursement insurance against liabilities, whether 
or not the corporation would have the power of indemnification against such 
liabilities.

Item 7.     Exemption from Registration Claimed.

Not Applicable.

Item 8.     Exhibits.
                                                                           Page
     (4)  Instruments defining the rights of security holders, 
          including indentures
          (a)  Independent Consulting Services Agreement between
               Imagica Entertainment, Inc.. and Tod Lotz
               dated June 12, 1996.     
          (b)  Independent Consulting Services Agreement between
               Imagica Entertainment, Inc.. and Robert Ruben
               dated June 14, 1996.

     (5)  Opinion re legality     
    (15)  Letter re unaudited interim financial information                None
    (24)  Consents of experts and counsel
          (a)  Consent of BDO Seidman     
          (b)  Consent of Bruce Brashear, Esq.     

    (28)  Additional exhibits                                              None
    (29)  Information from reports furnished to state 
          insurance regulatory authorities                                 None

Item 9.     Undertakings.

     (a)The undersigned registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells 
securities, a post-effective amendment to this registration statement to 
include any additional or changed material information on the plan of 
distribution.

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

          (3) File a post-effective amendment to remove any of the 
securities that remain unsold at the end of the offering.

     (b) The undersigned registrant hereby undertakes that, for the 
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.

     (h) Insofar as indemnification for liabilities arising under the 
Securities Act of 1933, as amended (the "Act"), 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 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 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, as 
amended, the registrant certifies it has reasonable ground to believe it 
meets all the requirements for filing on Form S-8 and has duly caused same 
to be signed on its behalf by the undersigned, thereunto duly authorized, 
in the City of Ocala, State of Florida, on the 10th day of July, 
1996. 

         IMAGICA ENTERTAINMENT, Inc.

         By:/s/Robert S. Wormser
             Robert S. Wormser,
             President and Chief Executive Officer, Chief Operating Officer,
             Chief Financial Officer 

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Anthony M. Pallante his true and 
lawful attorney-in-fact and agent with full power of substitution and 
resubstitution for him and in his name, place and stead, in any and all 
capacities, to sign any and all amendments (including post-effective 
amendments) to this Registration Statement, and to file the same, with all 
exhibits hereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorney-in-fact and 
agent full power and authority to do and perform each and every act and 
thing requisite and necessary to be done on or about the premises, as fully 
and for all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorney-in-fact and agent, or his 
substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities indicated, on the dates indicated.

           Signature                            Title



/s/ Robert S. Wormser                     Chairman of the Board and Director
Robert S. Wormser

Date: July 10, 1996


/s/ William J. White                      Director
William J. White

Date: July 10, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12933}]
{"company-data": {"conformed-name": "IMAGICA ENTERTAINMENT INC", "cik": "0000815295", "assigned-sic": "2390", "irs-number": "592762999", "state-of-incorporation": "FL", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07973", "film-number": "96593614"}, "business-address": {"street1": "P O BOX 2121", "street2": "1518 SW 12TH AVENUE", "city": "OCALA", "state": "FL", "zip": "34478", "phone": "3528677861"}, "mail-address": {"street1": "1518 SW 12TH AVENUE", "street2": "PO BOX 2121", "city": "OCALA", "state": "FL", "zip": "34478"}, "former-company": {"former-conformed-name": "RANGER INTERNATIONAL INC", "date-changed": "19940524"}}
Registration No. 333-_______

                  SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                           ______________

                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                       _____________________
 
                    Imagica Entertainment, Inc.
                  (F/K/A Ranger International, Inc.)
          (Exact name of registrant as specified in its charter)

        Florida                                        59-2762999
 State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

  1518 SW 12th Avenue Ocala, Florida                     34474
(Address of principal executive office)                (Zip Code)

                           Robert Wormser
                        1518 SW 12th Avenue
                        Ocala, Florida 34474
                           (352) 867-7860
(Name, address and telephone number, including area code, of agent for service)

                          _______________

   Independent Consulting Services Agreements with Tod Lotz and Mark Schultz.
                     (Full Title of the Plan)

                         _______________

                 CALCULATION OF REGISTRATION FEE
Title           Amount to be   Proposed maximum    Proposed maximum        Amount of
of Securities       registered     offering price    aggregate offering    Registration fee
                                     per share
price
Common Stock,        475,000          $2.37             $1,125,750             $388.19
par value $.001
The price stated above is estimated solely for the purpose of calculation of registration
 fee and is based on the average of the high and low prices paid for a share of the Company's 
Common Stock on July 9, 1996.
PART I

Item 1.     Plan Information

Consulting Services Agreements

     The Independent Consulting Services Agreement entered into June 12, 
1996, between Imagica(trademark) Entertainment, Inc. (the "Company") and 
Tod Lotz (the "Consultant") requires the Company to pay Consultant 325,000 
shares of the Company's Common Stock as compensation for consulting 
services.  Under the terms of the Independent Consulting Services 
Agreement, Consultant has agreed to render Public relations and long term 
planning services to the Company.  The Common Shares are fully vested at 
the time of issuance.

     The Independent Consulting Services Agreement entered into July 10, 
1996, between Imagica(trademark) Entertainment, Inc. (the "Company") and 
Mark Schultz  (the "Consultant") requires the Company to pay Consultant 150,000
shares of the Company's Common Stock as compensation for consulting 
services.  Under the terms of the Independent Consulting Services 
Agreement, Consultant has agreed to render Public relations and long term 
planning services to the Company.  The Common Shares are fully vested at 
the time of issuance.

Item 2.     Registrant Information and Employee Plan Annual Information

     Plan participants may obtain, without charge, upon written or oral 
request, any of the documents incorporated by reference in Item 3 of Part 
II of this Registration Statement; these documents are incorporated by 
reference in the Section 10(a) prospectus which is a part of this 
Registration Statement.  Plan participants may also obtain, without charge, 
upon written or oral request, any other documents required to be delivered 
to employees pursuant to Rule 428(b).  All requests for documents should be 
directed to:  Imagica Entertainment, Inc., Attention: President, 1518 SW 
12th Avenue,Ocala, Florida 34474 (352) 867-7860.

PART II

Item 3.     Incorporation of Documents by Reference

The following documents are incorporated by reference into this 
Registration Statement, and are made a part hereof:

(a)     The Registrant's latest annual report for the year ended May 31, 
1995, on Form 10-KSB filed on or about January 4, 1996, and Registrant's 
latest annual report, as amended, for the year ended May 31, 1995, on Form 
10-KSB/A filed on or about January 5, 1996.

(b)     The Registrant's latest quarterly reports for the quarters ended 
August 31, 1995, November 30, 1995, and February 29, 1996, on Form 10-QSB 
filed on or about January 4, 1996; January 13, 1996; April 10, 1996, 
respectively.

(c)     All other reports filed by the registrant pursuant to Section 13(a) 
or 15(d) of the Exchange Act since the end of the fiscal year covered by 
the Form 10-SBK referred to in paragraph (a) above.

(d)     The descriptions of the registrant's securities which are contained 
in its registration statements filed under section 12 of the Securities 
Exchange Act of 1934, including any amendment or reports filed for the 
purpose of updating such descriptions.

All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934, after the date of this 
Registration Statement and prior to the filing of a post-effective 
amendment indicating that all of the securities offered hereby have been 
sold, or deregistering all such securities then remaining unsold, shall be 
deemed to be incorporated by reference and to be a part hereof from the 
date of filing of such documents.  Any statement contained in a document 
incorporated or deemed to be incorporated by reference herein shall be 
deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in any other 
subsequently filed document which also is incorporated or deemed 
incorporated by reference herein modifies or supersedes such statement.  
Any such document so modified or superseded shall not be deemed, except as 
so modified or superseded, to constitute a part of this Registration 
Statement.

Item 4.     Description of Securities.

Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

Not Applicable.

Item 6.     Indemnification of Officers and Directors.

     The By-Laws of the Company, contain a provision under which the 
officers and directors of the Company would be indemnified to the full 
extent permitted by law.  Also, Sec. 607.0850, Fla. Stat. (1995), permits 
indemnification against expenses actually and reasonably incurred by a 
director, officer, employee or agent to the extent that such person has 
been successful in the defense of a matter eligible for indemnification 
under the statute. Under certain circumstances, expenses may be paid by a 
corporation in advance, subject to repayment, unless the defendant 
ultimately is determined to be ineligible for indemnification. In addition, 
the statute permits a corporation to indemnify directors and officers 
against certain liabilities and to purchase and maintain director and 
officer liability and reimbursement insurance against liabilities, whether 
or not the corporation would have the power of indemnification against such 
liabilities.

Item 7.     Exemption from Registration Claimed.

Not Applicable.

Item 8.     Exhibits.
                                                                           Page
     (4)  Instruments defining the rights of security holders, 
          including indentures
          (a)  Independent Consulting Services Agreement between
               Imagica Entertainment, Inc.. and Tod Lotz
               dated June 12, 1996.     
          (b)  Independent Consulting Services Agreement between
               Imagica Entertainment, Inc.. and Robert Ruben
               dated June 14, 1996.

     (5)  Opinion re legality     
    (15)  Letter re unaudited interim financial information                None
    (24)  Consents of experts and counsel
          (a)  Consent of BDO Seidman     
          (b)  Consent of Bruce Brashear, Esq.     

    (28)  Additional exhibits                                              None
    (29)  Information from reports furnished to state 
          insurance regulatory authorities                                 None

Item 9.     Undertakings.

     (a)The undersigned registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells 
securities, a post-effective amendment to this registration statement to 
include any additional or changed material information on the plan of 
distribution.

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

          (3) File a post-effective amendment to remove any of the 
securities that remain unsold at the end of the offering.

     (b) The undersigned registrant hereby undertakes that, for the 
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.

     (h) Insofar as indemnification for liabilities arising under the 
Securities Act of 1933, as amended (the "Act"), 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 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 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, as 
amended, the registrant certifies it has reasonable ground to believe it 
meets all the requirements for filing on Form S-8 and has duly caused same 
to be signed on its behalf by the undersigned, thereunto duly authorized, 
in the City of Ocala, State of Florida, on the 10th day of July, 
1996. 

         IMAGICA ENTERTAINMENT, Inc.

         By:/s/Robert S. Wormser
             Robert S. Wormser,
             President and Chief Executive Officer, Chief Operating Officer,
             Chief Financial Officer 

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Anthony M. Pallante his true and 
lawful attorney-in-fact and agent with full power of substitution and 
resubstitution for him and in his name, place and stead, in any and all 
capacities, to sign any and all amendments (including post-effective 
amendments) to this Registration Statement, and to file the same, with all 
exhibits hereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorney-in-fact and 
agent full power and authority to do and perform each and every act and 
thing requisite and necessary to be done on or about the premises, as fully 
and for all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorney-in-fact and agent, or his 
substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities indicated, on the dates indicated.

           Signature                            Title

/s/ Robert S. Wormser                     Chairman of the Board and Director
Robert S. Wormser

Date: July 10, 1996

/s/ William J. White                      Director
William J. White

Date: July 10, 1996