8-K

                      SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C.   20549

                                   FORM 8-K

                                Current Report
                       Pursuant to Section 13 or 15(d)
                    of The Securities Exchange Act of 1934

                      Date of Report:  November 21, 1996


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


Florida.                    33-3790-A.               59-2762999
(State or other          Commission File No..  IRS Employer Identification No.
 jurisdiction of 
incorporation 
or organization)


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


Registrant's telephone number, including area code: : 352-867-7860




Item 5.  Other Events.

     On November 21, 1996, the Company sold two $100,000 convertible 
debentures (the "Debentures")to Nimbus Tres Socidead Anonima pursuant to 
Regulation S.  The terms the Debentures provide for the conversion into common 
shares of the Company any time following forty (40) days following purchase at 
a rate equal to the lower of the (a) the closing bid price of the common stock 
of the Company on the date of funding by Nimbus Tres Sociedad Anonima or (b) 
Sixty percent (60%) of the closing bid price of the common stock of the 
Company for the five (5) trading days immediately preceding the date of the 
conversion.  The purchase was made pursuant to an agreement giving Nimbus Tres 
Sociedad Anonima the right to purchase up to $3,000,000 of convertible 
debentures.



Exhibit        Description	Page(s)

   (a)(1) The following financial statements are filed as a part of this report:

   (1)  Underwriting agreement	                                         None

   (2)  Plan of acquisition, reorganization, arrangement, liquidation or 
        succession	                                                     None

   (4)  Instruments defining the rights of security holders, including 
        indentures	                                                     None

            Convertible Debenture

   (16)  Letter re change in certifying accountant	                     None

   (17)  Letter re director resignation	                                None

   (21)  Other documents or statements to security holders	             None

   (24)  Consents of Experts and Counsel	                               None

   (25)  Power of Attorney	                                             None

   (28)  Additional Exhibits	                                           None




	Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                         Imagica Entertainment, INC.
                                         Registrant)


Dated:  December 6, 1996

                                          /s/ ________________________
                                          Robert S. Wormser, President

		Corp/ECO2/8K-4-96B

EX-4

This convertible debenture has been sold in an "Offshore Transaction" in 
reliance upon Regulation S as promulgated by the Securities and Exchange 
Commission.  Accordingly, Neither this convertible Debenture nor any common 
shares into which it may be convertible have not been registered under the 
Securities Act of 1933 (the "Act") and may not be offered for sale, sold or 
otherwise transferred in the United States or to a "U.S. person" (as defined 
under Regulation S) except pursuant to an effective registration statement 
under the Act, or pursuant to an exemption from registration under the Act, 
the availability of which is to be established to the satisfaction of the 
Company.


TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS LIMITED BY THE 
TERMS OF THIS DEBENTURE AND ALL EXHIBITS AND ATTACHMENTS HERETO.



                             Regulation S Restrictive Agreement No. _________

                      Imagica Entertainment, Inc.

                         Convertible Debenture

     $ 100,000.00                                       Gainesville, Florida
    Amount of Debenture                 
                                        Date: __________________________



     Imagica Entertainment, Inc., a Florida corporation (the "Company"), for 
value received, hereby promises to pay to Nimbus Tres Sociedad Anonima the
 principal sum of $100,000 on November 1, 2006, and to pay interest (computed 
on the basis of a 360-day year of twelve 30-day months) from the date hereof 
on the unpaid balance of such principal amount from time to outstanding at the 
rate of three percent (3%) per annum; all such accrued interest and principal 
shall be due and payable on or before ten years following the date of this 
agreement by payment of all principal and interest due hereunder by the 
issuance of common stock of the Company valued at the Conversion Price as 
herein defined.  Anytime after forty days following Nimbus Tres Sociedad 
Anonima's funding of this convertible debenture, it may convert the principal 
amount due hereunder into common shares of the Company at the Conversion 
Price.  As used in this agreement the "Conversion Price" shall refer to the 
lower of the (a) the closing bid price of the common stock of the Company on 
the date of funding by Nimbus Tres Sociedad Anonima or (b) Sixty percent (60%) 
of the closing bid price of the common stock of the Company for the five (5) 
trading days immediately preceding the date of the conversion.

1. Conversion.

     1.1 Right; Number of Conversion Shares.  The holder of this Debenture 
may, at the holder's option, at any time on or before full payment, convert 
from time to time the principal amount of such Debenture and all interest then 
accrued and unpaid, or any part thereof, into Common Stock of the Company.  
The number of shares of Common Stock of the Company into which the Debentures 
may be converted shall be computed as follows:  Divide the principal amount of 
Debentures to be converted by the Conversion Price. 

     1.2 Adjustment for Change in Capital Stock.

a) If the Company:

(1) pays a dividend in shares of its Common Stock;

(2) subdivides its outstanding shares of Common Stock into a greater number of 
shares;

(3) combines its outstanding shares of Common Stock into a smaller number of 
shares;

(4) distributes to all holders of its Common Stock shares of its capital stock 
other than Common Stock; or

(5) issues by reclassification of its shares of Common Stock any shares of its 
capital stock,

then the conversion privilege and the Conversion Price in effect immediately 
prior to such action shall be adjusted so that the holder of any Debenture 
thereafter converted may receive the number of shares of Common Stock or other 
capital stock of the Company which such holder would have owned immediately 
following such action if such holder had converted the Debenture immediately 
prior to such action.

          b) For a dividend or distribution, the adjustment shall become 
effective immediately after the record date for the dividend or distribution. 
For a subdivision, combination, or reclassification, the adjustment shall 
become effective immediately after the effective date of the subdivision, 
combination, or reclassification.

          c) If after an adjustment a holder of a Debenture upon conversion of 
it may receive shares of two or more classes of capital stock of the Company, 
the Company shall determine the allocation of the adjusted Conversion Price 
between or among the classes of capital stock.  After such allocation, the 
conversion prices of the classes of capital stock shall thereafter be subject 
to adjustment on terms comparable to those applicable to Common Stock in this 
Agreement.

     1.3 Notice of Adjustment.  Whenever the Conversion Price is adjusted, the 
Company shall promptly mail to holders of Debentures a notice of the 
adjustment.

     1.4 Merger, Consolidation, etc.  If the Company at any time while the 
Debentures are outstanding shall consolidate with, merge into, or effect a 
plan of exchange with, or sell or convey all or substantially all of its
assets to any other corporation or shall by subdivision, combination, or 
reclassification or securities or otherwise change any of its securities then
issuable upon conversion of the Debentures into the same or a different number 
of securities of any class or classes, then, in any such event, the Debentures 
shall thereafter be convertible into such number and kinds of securities and 
property as would have been issuable and distributable on account of such 
consolidation, merger, plan of exchange, sale, conveyance, subdivision, 
combination, reclassification, or similar change, upon or with respect to the 
securities which are issuable upon conversion of the Debentures immediately 
prior to such consolidation, merger, plan of exchange, sale, conveyance, 
subdivision, combination, or reclassification, or similar change.

2. Prepayment of Principal or Interest.

     All or a portion of interest or principal due hereunder may be prepaid 
without penalty.

3. Default.

     3.1 Events of Default; Acceleration.  The entire unpaid principal of this 
Debenture and the interest then accrued on this Debenture shall become and be 
immediately due and payable on written demand of the holder of this Debenture, 
without any other notice or demand of any kind or any presentment or protest, 
if any one of the following conditions or events (an "Event or Default") 
occurs and is continuing when demand is made, whether voluntarily or 
involuntarily, or, without limitation, occurring or brought about by operation 
of law or pursuant to or in compliance with any judgment, decree, or order of 
any court or any order, rule, or regulation of any governmental body:

          a) if the Company defaults in the payment of any principal of any 
debenture for more than 10 days after the same becomes due and payable, 
whether at maturity or at a date fixed for payment or be acceleration or 
otherwise when due; or

          b) if the Company defaults in the payment of any interest on any 
debenture for more than 10 days after the same becomes due and payable; or

          c) if the Company defaults in the performance of or compliance with 
any term or covenant contained in the Agreement or this Debenture and such 
default shall not have been remedied within 15 days after written notice 
thereof shall have been given to the Company by any holder of Debentures; or

          d) if any representation or warranty made in writing by or on behalf 
of the Company in the Agreement or pursuant thereto in connection with the 
transactions contemplated thereby shall prove to have been false or incorrect 
in any material respect on the date as of which made; or

          e) if the Company makes an assignment for the benefit of creditors, 
admits in writing its inability to pay its debts as they become due, files a 
voluntary petition in bankruptcy, is adjudicated as bankrupt or insolvent, 
files any petition or answer seeking for itself any reorganization, 
arrangement, composition, readjustment, liquidation, dissolution, or similar 
relief under any present or future statute, law or regulation, files any 
answer admitting or not contesting the material allegations of a petition 
filed against the Company in any such proceeding, seeks or consents to or 
acquiesces in the appointment of any trustee, receiver, or liquidator of the 
Company or of all or any substantial part of the properties of the Company of 
if the Company or its directors or majority shareholders take any action 
looking to the dissolution or liquidation of the Company; or

          f) if, within 60 days after the commencement of an action against 
the Company seeking any reorganization, arrangement, composition, 
readjustment, liquidation, dissolution, or similar relief, such action shall 
not have been dismissed or all orders or proceedings thereunder affecting the 
operations or the business of the Company stayed, or if the stay of any such 
order or proceeding shall thereafter be set aside, or if, within 60 days after 
the appointment without the consent of acquiescence of the Company of any 
trustee, receiver, or liquidator of the Company or of all or any substantial 
part of the properties of the Company, such appointment shall not have been 
vacated; or

          g) if a final judgment for the payment of money in excess of $25,000 
(not covered by insurance or indemnification) shall be rendered against the 
Company and if, within 60 days after entry thereof, such judgment shall not 
have been discharged or execution thereof stayed pending appeal, or if, within 
60 days after the expiration of any such stay, such judgment shall not have 
been discharged or provision therefor satisfactory to Investors shall have 
been made;

then and in any such event any holder or holders of the Debentures at the time 
outstanding may at any time (unless all defaults shall theretofore have been 
remedied) at its or their option, by written notice or notices to the Company, 
declare all of the Debentures to be due and payable, whereupon the same shall 
forthwith mature and become due and payable, together with interest accrued 
thereon, without presentment, demand, protest, or notice, all of which are 
hereby waived.

     If any holder of the Debentures gives any notice or takes any other 
action with respect to a claimed default, the Company, forthwith upon receipt 
of such notice or obtaining knowledge of such other action, will give written 
notice thereof to all other holders of the Debentures at the time outstanding, 
describing such notice or other action and the nature of the claimed default.

     3.2 Remedies on Default, etc.  If one or more Events of Default occurs 
and is continuing, any holder of the Debentures at any time outstanding may 
proceed to protect and enforce the rights of such holder by an action at law, 
suit in equity, or other appropriate proceeding, whether for the specific 
performance or any agreement contained herein or under terms of such 
Debentures or for an injunction against a violation of any of the terms hereof 
or thereof, or in aid of the exercise of any power granted hereby or thereby 
or by law.  In case of a default in the payment of any principal or interest 
on any Debentures, the Company will pay to the holder thereof such further 
amount as shall be sufficient to cover the costs and expenses of collection 
(or protection of such holder's interests), including, without limitation, 
reasonable attorneys' fees at pretrial, trial, appellate level, expenses, and 
disbursements.  No course of dealing and no delay on the part of any holder of 
the Debentures in exercising any right shall operate as a waiver thereof or 
otherwise prejudice such holder's rights.  No right shall be exclusive or any 
other right referred to herein or therein or now or hereafter available at 
law, in equity, by statute, or otherwise.

4.  Fees.  the Company will pay, and save the Holders harmless against all 
liability for the payment of all costs and other expenses incurred in 
connection with the Company's performance of and compliance with all 
agreements and conditions contained herein on its part to be performed or 
complied with.  The Company further agrees that it will pay, and will save the 
Holders harmless from, any and all liability with respect to any stamp or 
similar taxes which may be determined to be payable in connection with the 
execution and delivery of this Debenture or any modification, amendment or 
alteration of the terms or provisions of this Debenture, and that it will 
similarly pay and hold the Holders harmless from all issue taxes in respect of 
the issuance of the purchased shares.


5.  General.

     5.1 Successors and Assigns.  This Debenture, and the obligations and 
rights of the Company hereunder, shall be binding on and inure to the benefit 
of the Company, the holder of this Debenture, and their respective heirs, 
successors, and assigns.

     5.2 Currency.  All payments shall be made in such coin or currency of the 
United States of America as at the time of payment shall be legal tender 
therein for the payment of public and private debts.

     5.3 Notices.  All notices, requests, consents, and demands shall be made 
in writing and shall be deemed effectively given when delivered personally to 
the party to whom it is addressed or when deposited in the United States mail, 
by registered or certified mail, postage prepaid, addressed to the Company, 
Attention: President at 3622 NE 4th Street, Gainesville, Florida, 32601, or to 
the holder of this Debenture at the addressed furnished to the Company in 
writing.

     5.4 Governing Law.  This Debenture shall be construed and enforced in 
accordance with, and the rights of the parties shall be governed by, the laws 
of Florida.

     5.5 Transfer and Exchange of Debenture.  Upon surrender for registration 
of transfer of any Debenture at the office of the Company, the Company at its 
expense shall execute and deliver one or more new Debentures in an aggregate 
principal amount equal to the unpaid principal amount of such surrendered 
Debenture registered in the name of the designated transferee or transferees. 
This Debenture may not be exchanged for other Debentures. Whenever any 
Debentures are surrendered for exchange, the Company shall execute and deliver 
at its expense the Debentures which the holder making the exchange is entitled 
to receive.  Each Debenture presented or surrendered for registration of 
transfer shall be duly enforced, or be accompanied by a written instrument of 
transfer duly executed, by the holder of such Debenture of the holder's 
attorney duly authorized in writing.  Any Debentures issued in exchange for 
any Debentures or upon transfer thereof shall carry the rights to unpaid 
interest accrued to the date of transfer which were carried by the Debentures 
so exchanged or transferred, and neither gain no loss of interest shall result 
from any such transfer or exchange.

     5.6 Replacement of Debentures.  Upon receipt of evidence reasonably 
satisfactory of the Company of the loss, theft, destruction, or mutilation of 
any Debenture and, in the case of any such mutilation, upon the surrender of 
such Debenture for cancellation at the place of payment specified therein or 
pursuant thereto, the Company at its expense will execute and deliver, in lieu 
thereof, a new Debenture of like tenor dated the date to which interest has 
been paid on such lost, stolen, destroyed or mutilated Debenture.


     IN WITNESS WHEREOF, this Debenture has been executed and delivered as a 
sealed instrument on the date first above written by the duly authorized 
representative of the Company.



                         Imagica Entertainment, Inc.


                         By:_____________________________________

                         Title:____________________________________