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


                                  June 3, 1998



                           Imagica Entertainment, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)




         Florida                      033-37968-A                 59-2762999
- ----------------------------      -------------------        -------------------
(State or other jurisdiction     (Commission File No.)        (I.R.S. Employer
 of incorporation)                                           Identification No.)





                 Post Office Box 2121, Ocala, Florida 34478-2121
            ---------------------------------------------------------
           (Address of principal executive offices including zip Code)



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










Item 2.  Acquisition or Deposition of Assets

     (a) On June 1, 1998 the Company entered into a lease with FRL  Enterprises,
Inc., for sign making  equipment and inkjet graphic  equipment.  The sign making
equipment  calls for a monthly  payment of $1,100 for a period of 36 months with
options at the end of the lease to continue the lease at $275.00 per month or to
purchase the  equipment at 35% of the original  price.  The new  equipment  runs
eight times  faster than the old  equipment  and will cut 48" ruby versus 28" by
the old equipment.  The Company  estimates labor savings in the print production
area to be a minimum of three times the cost of the equipment.

     The six color inkjet printer lease payments are based on through put at the
rate of $1.00 per square foot with a minimum of $5,000.00 per month. Through put
in excess of $7,000.00  will be paid in stock  options  computed on the basis of
1.2 times the square  feet in excess of 7,000  divided by the  average per share
bid price for Imagica stock on the last five days of the establishing month.

     The inkjet  printer will allow the Company to produce  high profit  digital
prints up to 54" wide with  photographic  quality.  With  this the  Company  can
expand its core market of large format  prints and banners  produced  with rapid
turn around time.  Currently  the Company  spends in excess of $10,000 per month
with an outside supplier for products that do not meet the quality level of this
new  equipment.  It is the Company's  intention to continue to grow in this area
through the acquisition of additional equipment as business increases.

     There  are four  principles  in FRL  Enterprises,  Inc.,  two of which  are
Company employees; Bill White, Vice President and Jeff Reed, Plant Manager.

Item 5. Other Events

     On May 27, 1998 the Board of  Directors  voted to issue  20,000  restricted
shares of the Company's  stock to Mark Tishman for his services as a Director of
the Company and 75,000 restricted shares of the Company's stock to Braxton Jones
for his services as a Director and President of the Company.

     The Board also voted to issue to Howard Essenfeld 600,000 restricted shares
and to Jeff Sedacca 600,000 restricted shares at the purchase price of .20 cents
per share to be paid in cash or kind.

     The Board also voted to issue restricted shares to certain employees of the
Company for their service to the Company as follows:

     Richard Brown         1,000
     Tracie Dawson        10,000
     Dawn Goshorn          1,000
     Carol Monroe          7,500
     Ed Ramsey             1,000





     Jeff Reed            10,000
     Mark Sloughter        1,000
     Steve Stevenson         500
     Tim Swope             7,500
     Bill White           10,000

     On May 28, 1998,  pursuant to advice from the Company's legal council,  the
Board voted to have  employees who received  stock under a previous stock option
plan or in exchange for Imagica  stock,  return those shares to the Company.  In
most if not all cases  these  shares  were  never  given to the  employees,  but
retained by the Company's previous  President,  Robert Wormser.  For that reason
the Board has requested  the employees to relinquish  all rights to these shares
in writing. Those shares and employees are as follows:

     Bill White            4,147
     Tracie Dawson         5,893
     Carol Monroe          1,495
     Richard Brown           625
     Mark Sloughter          250
     Dawn Goshorn            407

     On May 29, 1998 the Board of Directors voted to issue 250 restricted shares
of the  Company's  stock to those  employees  with 5 or more years of employment
with the Company.  There are 23 employees with 5 or more years of service to the
Company.



                                           IMAGICA ENTERTAINMENT, INC.


                                           By:  /s/  Braxton P. Jones
                                              ----------------------------------
                                              Braxton P. Jones, President



Date June 3, 1998