<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-KSB/A

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______

                     Commission file number     0-25114
                                              ---------------

                                 IMAGINON, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)
<TABLE>
<CAPTION>

<S>                                                                <C>
                              Delaware                                         84-1217733
--------------------------------------------------------------    -----------------------------------
(State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)

         1313 Laurel Street
       San Carlos, California                                                     94070
---------------------------------------                                        ----------
(Address of principal executive office)                                        (zip code)
</TABLE>
Issuer's telephone number    (650) 596-9300
                             --------------

Securities registered under Section 12(b) of the Act:       None

Securities registered under Section 12(g) of the Act:

                         Common Stock, $.01 par value
            -------------------------------------------------------
                               (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.

                           (1)  Yes    X   No     __
                                      ---

                           (2)  Yes    X   No     __
                                      ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of the issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [  ]

State the issuer's revenues for its most recent fiscal year $605,373.

As of April 27, 2001, 64,643,923 shares of Common Stock were outstanding and the
aggregate market value of the shares (based upon the average of the bid and
asked price of the shares on the over-the-counter market) of ImaginOn, Inc. held
by nonaffiliates was approximately $3,819,035.

Transitional Small Business disclosure format (check one):  Yes ___   No X
                                                                        ---
<PAGE>

                                IMAGINON, INC.
                               AND SUBSIDIARIES
                                     INDEX

Part III

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and Management

Signatures

<PAGE>

Item 10. Executive Compensation

(a)  General

     David Schwartz, the President and Chief Executive Officer of the
Registrant, received a salary of $180,000 for the fiscal year ended December 31,
2000.

     James Newcomb, the Chief Financial Officer and Treasurer of the Registrant,
received a salary of $140,000 for the fiscal year ended December 31, 2000.  On
April 19, 2000, Mr. Newcomb received a conditional stock grant of 20,000 shares
of restricted stock at a then fair market value of $1.50 per share.  In
addition, on May 19, 2000, Mr. Newcomb received an option to purchase 100,000
shares of Imaginon common stock at an exercise price of $1.4375.

     Abe Matar, the Vice President of Marketing of the Registrant, received a
salary of $133,500 for the fiscal year ended December 31, 2000.  In addition, on
March 8, 2000, Mr. Matar received an option to purchase 100,000 shares of
Imaginon common stock at an exercise price of $3.1875.

     Sue Ann von Kaeppler, the former Vice President of Business Development of
the Registrant, received a salary of $99,199 and a bonus of $20,000 for the
fiscal year ended December 31, 2000.  While Ms. Von Kaeppler received an option
to purchase 100,000 shares of Imaginon common stock at an exercise price of
$3.75, when she resigned on September 15, 2000, the options were forfeited.

(b)  Summary Compensation Table

     The following table sets forth information regarding compensation paid to
(i) Imaginon's Chief Executive Officer and (ii) each of its other executive
officers whose total annual compensation exceeded $100,000 for the years ended
December 31, 1998, 1999 and 2000.  Some of the executives listed below resigned
and are no longer employees of Imaginon.
<TABLE>
<CAPTION>

                                                  Annual                               Long Term
                                               Compensation                          Compensation
                                       ----------------------------                 --------------
                                                                                      Securities
                                                                                      Underlying        All Other
Name and Position                      Year    Salary       Bonus        Other       Options /SARs     Compensation
------------------------------------   ----   --------     --------     -------     --------------     ------------
<S>                                    <C>    <C>          <C>          <C>         <C>                <C>
Henry Fong,                            2000        -0-          -0-         -0-               -0-              -0-
President, former Chief Executive      1999        -0-          -0-     $67,500(3)            -0-              -0-
Officer and Chairman of the Board      1998   $150,000(1)       -0-         -0-               -0-              -0-
Resigned January 20, 1999

Barry S. Hollander,                    2000        -0-          -0-         -0-               -0-              -0-
Treasurer and                          1999        -0-          -0-     $67,500(3)            -0-              -0-
Chief Financial Officer                1998   $155,000     $ 76,313(2)      -0-               -0-              -0-
Resigned January 27, 1999

David Schwartz, Chairman,              2000   $180,000          -0-         -0-               -0-              -0-
Chief Executive Officer, President     1999   $120,000     $ 50,000         -0-               -0-              -0-
and Director                           1998        -0-          -0-         -0-               -0-              -0-
</TABLE>

                                     - 2 -
<PAGE>

<TABLE>
<CAPTION>

                                                  Annual                               Long Term
                                               Compensation                          Compensation
                                       ----------------------------                 --------------
                                                                                      Securities
                                                                                      Underlying        All Other
Name and Position                      Year    Salary       Bonus        Other       Options /SARs     Compensation
------------------------------------   ----   --------     --------     -------     --------------     ------------
<S>                                    <C>    <C>          <C>          <C>         <C>                <C>
Leonard Kain, Executive Vice           2000   $ 62,400          -0-         -0-               -0-              -0-
President, Secretary and Director      1999   $120,000     $ 50,000         -0-               -0-              -0-
Resigned March 7, 2000                 1998        -0-          -0-         -0-               -0-              -0-

Abe Matar, Vice President              2000   $133,500          -0-         -0-           100,000              -0-
of Marketing                           1999   $ 87,500     $595,000(4)      -0-           225,000              -0-
                                       1998        -0-          -0-         -0-               -0-              -0-

James Newcomb, Chief Financial         2000   $140,000     $ 30,000(5)      -0-           100,000              -0-
Officer, Treasurer and Director        1999   $  8,000          -0-         -0-           100,000              -0-
                                       1998        -0-          -0-         -0-               -0-              -0-

Sue Ann von Kaeppler, Vice President   2000   $ 99,199     $ 20,000         -0-           100,000(7)           -0-
of Business Development                1999   $ 17,769     $  5,455(6)      -0-               -0-              -0-
Resigned September 15, 2000            1998        -0-          -0-         -0-               -0-              -0-
----------
</TABLE>

(1)   Mr. Fong was not an employee of Imaginon and received fees of $10,000 per
      month for consulting services rendered to Imaginon and received an
      additional $30,000 fee primarily related to long-term strategic planning,
      financing and acquisitions in connection with its prior business.
(2)   In January 1998, Imaginon issued 18,500 shares of Series A preferred stock
      to Mr. Hollander.  The shares were valued based upon the trading price of
      its common stock, adjusted for the one for three conversion feature of the
      preferred stock, and accordingly, Imaginon recognized an expense of
      $76,313.
(3)   Mr. Fong and Mr. Hollander received fees for consulting services performed
      in 1999.
(4)   The bonus is calculated from two conditional stock grants of restricted
      stock to Mr. Matar during 1999. On February 2, 1999 Mr. Matar received a
      conditional stock grant of 75,000 shares at a then fair market value of
      $6.06 per share and on November 11, 1999 Mr. Matar received another
      conditional stock grant of 50,000 shares at a then fair market value of
      $2.81 per share.
(5)   The bonus is calculated from a conditional stock grant of restricted stock
      to Mr. Newcomb on April 19, 2000 in which Mr. Newcomb received a
      conditional stock grant of 20,000 shares at a then fair market value of
      $1.50 per share.
(6)   The bonus is calculated from a conditional stock grant of restricted stock
      to Ms. von Kaeppler on October 22, 1999 in which Ms. von Kaeppler received
      a conditional stock grant of 5,000 shares at a then fair market value of
      $1.09 per share.
(7)   When Ms. von Kaeppler resigned in 2000, the options were forfeited.

                                     - 3 -



<PAGE>


(c)  Option/SAR Grants Table

                     Option/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>

                  Number Of         Individual Grants
                 Securities          Percent Of Total
                 Underlying       Options/SARs Granted
                Options/SARs     To Employees in Fiscal    Exercise Of Base   Expiration
    Name         Granted (#)              Year               Price ($/sh)        Date
     (a)             (b)                   (c)                    (d)             (e)

<S>            <C>               <C>                       <C>                <C>
Abe Matar            100,000               7.7%              $3.1875/share       3/8/10
Jim Newcomb          100,000               7.7%              $1.4375/share      5/19/10
Sue Ann von          100,000(1)            7.7%               $3.75/share       2/22/10
  Kaeppler
</TABLE>

(1)  When Ms. Von Kaeppler resigned in 2000, the options were forfeited.

(d)  Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End 2000
     Option/SAR Values.

<TABLE>
<CAPTION>
                                                                           Value Of
                                             Number Of Securities         Unexercised
                                           Underlying Unexercised        In-The-Money
                                                Options/SARs             Options/SARs
                                             At December 31, 2000    At December 31, 2000
                     Shares       Value              (#)                      ($)
                  Acquired On   Realized         Exercisable/            Exercisable/
      Name        Exercise (#)     ($)          Unexercisable            Unexercisable
      (a)             (b)          (c)               (d)                      (e)

<S>               <C>           <C>        <C>                       <C>
Henry Fong              -0-        -0-                 725,200/0                0/0
Abe Matar               -0-        -0-            56,250/325,000                0/0
Jim Newcomb             -0-        -0-            25,000/200,000                0/0
Sue Ann von             -0-        -0-                       0/0                0/0
 Kaeppler
Dennis Allison          -0-        -0-                  15,873/0                0/0
Jim Polizotto           -0-        -0-                  15,873/0                0/0
</TABLE>

(e)  Long-Term Incentive Plan Awards Table.

     None.


                                     - 4 -
<PAGE>



(f)  Compensation of Directors.

     Imaginon's outside directors receive stock options equivalent to $10,000
per year of service. All directors are reimbursed their expenses incurred in
attending Board of Directors meetings.

     On January 7, 2000, the Company issued outside directors Polizotto and
Allison 15,873 stock options at a discount price of 15% below the market price
of that day, representing their compensation for service in 1999.

(g)  Employment Contracts and Termination of Employment and Change in Control
     Arrangements.

     None.

(h)  Report on Repricing of Options/SARs

     None.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     Set forth below is certain information as of April 27,2001 with respect to
ownership of Imaginon's common stock held of record or beneficially by (i) its
executive officers named in the summary compensation table, (ii) its directors,
(iii) each person who owns beneficially more than five percent of its
outstanding common stock; and (iv) all directors and executive officers as a
group:
<TABLE>
<CAPTION>
                                                               Number of     Percentage of
     Name and Address of Beneficial Owner           Title     Shares Owned   Shares Owned
     -------------------------------------        ----------  ------------   -------------
                                                                                  (1)
     <S>                                          <C>         <C>            <C>
     David Schwartz                                 Common       5,431,742         7.0%
     Officer and Director                           Stock
     1313 Laurel Street
     San Carlos, CA 94070

     Dennis Allison                                 Options         15,873         0.0%
     Director
     1313 Laurel Street
     San Carlos, CA 94070

     Jim Polizotto                                  Options         15,873         0.0%
     Director
     1313 Laurel Street
     San Carlos, CA 94070

     Abe Matar                                      Common         253,000         .75%
     Vice President of Marketing                    Stock
     1313 Laurel Street
     San Carlos, CA 94070

                                                    Options        325,000

     Sue Ann von Kaeppler                           Common           5,000         0.0%
     Vice President of Business Development         Stock
     1313 Laurel Street
     San Carlos, CA 94070
</TABLE>


                                     - 5 -
<PAGE>


<TABLE>
<CAPTION>
                                                               Number of     Percentage of
     Name and Address of Beneficial Owner           Title     Shares Owned   Shares Owned
     -------------------------------------        ----------  ------------   -------------
                                                                                  (1)
     <S>                                          <C>         <C>            <C>
     James A. Newcomb                               Common          20,000         0.2%
     Chief Financial Officer                        Stock
     1313 Laurel Street
     San Carlos, CA 94070                           Options        200,000

     Tail Wind Fund Limited                         Common       3,875,984         5.6%
     MeesPierson (Bahamas) Ltd.                     Stock
     Attn: Jason McCarroll
     Windermere House                               Warrants       449,606
     404 East Bay Street
     5539, Nassau, Bahamas

     Bess Holdings Limited                          Common       4,315,730        18.6%
     1337 East 9th St.                              Stock
     Brooklyn, N.Y. 11230

                                                    Series G            10 (2)    86.2%
                                                    Preferred
                                                    Stock
     All Directors and executive officers as a                   6,266,488         8.2%
      group (6 persons)
</TABLE>

___________________
(1)  The percentage is based on 76,778,323 shares used as the denominator in
     this calculation, which includes 64,643,923 shares of common stock issued
     and outstanding plus 12,134,400 shares under options, warrants and/or
     convertible securities deemed outstanding.
 (2) Based upon the minimum conversion price of $0.10 per share, the number of
     shares of common stock beneficially owned is 10,000,000.


                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                IMAGINON, INC.


Date:   May 1, 2001              /s/ David M. Schwartz
                                 -----------------------------------------------
                                 David M. Schwartz, President


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