<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 2001
                                                       REGISTRATION NO. 333-____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      -------------------------------------
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

              --------------------------------------------------

                                 IMAGINON, INC.
             (Exact name of Registrant as specified in its charter)


           Delaware                        7372                 84-1217733
(State or other jurisdiction of      (Primary Standard         (IRS Employer
incorporation or organization)        Industrial Code)      Identification No.)

                              1313 Laurel Street
                         San Carlos, California 94070
                                (650) 596-9300
              (Address, including zip code, and telephone number,
                including area code, of Registrant's principal
                              executive offices)

                               David M. Schwartz
                President, Chairman and Chief Executive Officer
                              1313 Laurel Street
                         San Carlos, California 94070
                                (650) 596-9300
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                       Copies of all correspondence to:
                             John W. Kellogg, Esq.
                             Rachana Sastry, Esq.
                 Friedlob Sanderson Paulson & Tourtillott, LLC
                         1400 Glenarm Place, Suite 300
                            Denver, Colorado 80202
                                (303) 571-1400

                          ---------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement as determined by
market conditions.

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check this following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]


<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                             CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
  Title of each class of securities to      Amount to be           Proposed              Proposed          Amount of
             be registered                 Registered(1)           Maximum                Maximum         Registration
                                                                Offering Price           Aggregate            Fee
                                                                 Per Share(2)          Offering Price
--------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                    <C>                 <C>
Common Stock                                   9,418,633(3)             $.18           $1,695,359          $   601.42(3)
--------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon the                26,055,174(4)             $.18           $4,689,931          $ 1,904.48(4)
conversion of Series G Convertible
Preferred Stock
--------------------------------------------------------------------------------------------------------------------------------
TOTAL                                         35,473,807                $.18           $6,385,290          $ 2,505.90
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 457(c), the average of the bid and ask price of Imaginon,
     Inc. common stock as quoted on the OTC Bulletin Board on June 8, 2001 was
     $.18.

(2)  Pursuant to Rule 457(g), the proposed maximum offering price per share of
     common stock is $.18.

(3   Pursuant to Rule 429(b), 3,875,984 shares of common stock at a proposed
     maximum offering price per share of $.3438 and the applicable filing fee of
     $352 are being carried forward from the Registrant's Registration Statement
     on Form S-3 (Amendment No. 3), Commission File No. 333-50308. The
     remaining 5,542,649 shares are being registered based on the proposed
     maximum offering price per share of $.18.

(4)  Pursuant to Rule 429(b), 16,000,000 shares of common stock underlying the
     Series G Convertible Preferred Stock at a proposed maximum offering price
     per share of $.3438 and the applicable filing fee of $1,452 are being
     carried forward from the Registrant's Registration Statement on Form S-3
     (Amendment No. 3), Commission File No. 333-50308. The remaining 10,055,174
     shares are being registered based on the proposed maximum offering price
     per share of $.18.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

       Subject to Completion; Preliminary Prospectus dated June 18, 2001


                                    [Logo]


                              1313 Laurel Street
                             San Carlos, CA 94070

                       35,473,807 shares of common stock

         This prospectus relates to the proposed resale from time to time of up
to 35,473,837 shares of our common stock by the selling securityholders. We will
not receive any of the proceeds from the sale of these securities.

         The selling securityholders listed on page 14 are offering:

               .    9,418,633 shares of common stock

               .    26,055,174 shares of common stock issuable upon the
                    conversion of outstanding shares of our Series G 8%
                    Convertible Preferred Stock

         The selling securityholders may sell all or any portion of their shares
of common stock in one or more transactions on the OTC Bulletin Board or in
private, negotiated transactions. The selling securityholders will pay all
selling expenses, including any brokerage commissions. Imaginon will pay the
registration fee.

         Our common stock is quoted on the OTC Bulletin Board under the symbol
"IMON." On June 8, 2001, the last reported sale price of our common stock was
$.18 per share.

         We may amend or supplement this prospectus from time to time by filing
amendments or supplements as required. You should read this entire prospectus
and any amendments or supplements carefully before you make your investment
decision.

         See "Risk Factors" starting on page 3 to read about material risks you
should consider before you purchase shares of our common stock.

                            _______________________

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                            _______________________

                        Prospectus dated June   , 2001.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                        Page
-------                                                                                                        ----
<S>                                                                                                            <C>
Risk Factors.................................................................................................   -3-
Where You Can Find Additional Information....................................................................   -7-
Forward-looking Statements...................................................................................   -8-
Information About Imaginon, Inc..............................................................................   -8-
Recent Developments..........................................................................................   -9-
Use of Proceeds..............................................................................................  -10-
Description of Securities....................................................................................  -11-
Selling Securityholders......................................................................................  -14-
Plan of Distribution.........................................................................................  -16-
Indemnification Provided in Connection with the Offering.....................................................  -17-
Legal Matters................................................................................................  -17-
Experts......................................................................................................  -17-
</TABLE>

<PAGE>

                                 Risk Factors

         You should carefully consider the risk factors listed below and the
other information contained in this prospectus before purchasing our common
stock. Investing in our common stock involves a high degree of risk. Any or all
of the risks listed below could have a material adverse effect on our business,
operating results or financial condition, which could cause the market price of
our stock to decline, in which event you could lose your investment in our
common stock. You should also keep these risk factors in mind when you read
forward-looking statements. We have identified the material risks which we
believe may affect our business and the principal ways in which we anticipate
that they may affect our business or financial condition.

Risks Relating to Our Business
------------------------------

There is substantial doubt about our ability to continue as a going concern and
we have limited liquidity.

         We have incurred operating losses in 1999 and 2000 due to, among other
factors, expenditures incurred for development of our products and efforts to
gain market acceptance for our products. These losses have caused us to operate
with limited liquidity and for the year ended December 31, 2000, we reported a
net loss of approximately $7,900,000, a net loss applicable to common
shareholders of approximately $8,700,000 and a shareholders' deficit of
approximately $1,100,000 at December 31, 2000. These conditions have raised a
substantial doubt about our ability to continue as a going concern. Management
plans to address our liquidity and operating loss concerns by the following:

         .     Raising additional equity capital through private placements.
               Given the current market price of the common stock, the sale of
               our securities at this time could be substantially dilutive to
               our current shareholders.

         .     Continued development and marketing of our products.

         The December 31, 2000 financial statements did not include any
adjustments relating to the recoverability and classification of assets or the
amounts of liabilities necessary should we be unsuccessful in implementing these
plans, or otherwise unable to continue as a going concern.

         The Independent Auditors' report on our consolidated financial
statements as of December 31, 2000, and for each of the years in the two-year
period ended December 31, 2000, includes a "going concern" paragraph that
describes substantial doubt about our ability to continue as a going concern.

We will need additional capital to fund operations.

         We will require additional financial resources to fund our new product
development, growth and continued operations. We are actively exploring options
for funding. Under current market conditions, there can be no assurance that
such financing will be obtained or that adequate financing will be available on
reasonable terms. Our failure to acquire additional funding when required could
impede new product development and growth and, ultimately, our performance,
prospects and continued operations.

We have little relevant operating history to evaluate performance or prospects.

         Prior to the fourth quarter of 1999, we considered ourselves to be a
development stage company, and engaged primarily in research and development
activities, raising capital, acquiring businesses and recruiting personnel. In
the fourth quarter of 1999, we began selling our broadband Internet television
software systems, which we developed in conjunction with technologies and
resources obtained in part through our business acquisitions. We also completed
a $6,000,000 private placement of our common stock and warrants. As a result of
these events, beginning in the fourth quarter of 1999, we no longer consider
ourselves to be a development stage company, however we have little relevant
operating history upon which we can evaluate our performance and prospects and
we face all the risks common to companies in their early stage of development,
including:
















                                      -3-
<PAGE>

         .    undercapitalization;
         .    cash shortages;
         .    high capital expenditures;
         .    unproven business model;
         .    difficulties in managing rapid growth; and
         .    lack of sufficient customers, revenue and cash flow.

         Although our personnel has experience in developing and commercializing
new products based on innovative technologies, unanticipated expenses, problems
or technical difficulties could occur which would result in material delays in
product commercialization. Our efforts may not result in successful product
commercialization.

Our securities have been de-listed from the Nasdaq SmallCap Market causing our
liquidity to decrease.

         On February 22, 2001, our common stock was delisted from the Nasdaq
Stock Market. Our common stock is currently available for quotation on the OTC
Bulletin Board. This may make it more difficult for securityholders to sell
their shares of our common stock on the market and may decrease our liquidity.

We have outstanding convertible securities that may cause substantial dilution
to holders of our common stock.

         The conversion terms of our outstanding Series G 8% Convertible
Preferred Stock may cause substantial dilution in the book value per share of
our common stock. The conversion feature in the Series G 8% Convertible
Preferred Stock allows the selling securityholder to purchase increasing shares
of common stock as a result of a decreasing market price of our common stock
price including but not limited to the following circumstances:

         .        To the extent that the selling securityholder converts or
                  exercises and then sells common stock, the common stock price
                  may decrease due to the additional shares in the market. This
                  could allow the selling securityholder to convert or exercise
                  remaining Series G 8% Convertible Preferred Stock into greater
                  amounts of common stock, the sales of which would further
                  depress the stock price.

         .        The significant downward pressure on the price of the common
                  stock could encourage short sales and consequently place
                  further downward pressure on the price of the common stock.

         .        Although we require that holders of our Series G 8%Convertible
                  Preferred Stock own no more than 9.999% of our currently
                  outstanding shares of common stock, it is possible for holders
                  of our Series G 8% Convertible Preferred Stock to circumvent
                  this restriction. By converting an amount of Series G 8%
                  Convertible Preferred Stock equal to 9.999% of our currently
                  outstanding shares of common stock, then selling the
                  securities into the market and then converting another block
                  of Series G 8% Convertible Preferred Stock into common stock,
                  holders of our Series G 8% Convertible Preferred Stock create
                  additional dilution to the existing holders of our common
                  stock.

         .        The conversion of the Series G 8% Convertible Preferred Stock
                  may result in substantial dilution to the interests of other
                  holders of common stock.

         The conversion price for the Series G 8% Convertible Preferred Stock is
$.10, which is the minimum conversion price in accordance with the executed
purchase agreements. The number of shares of our common stock convertible from
the Series G 8% Convertible Preferred Stock at the $.10 conversion price is
24,600,000, which is the maximum

                                      -4-
<PAGE>

amount of issuable shares. The number of shares of common stock into which all
dividends may be converted at this time is 9,418,663. Pursuant to the
registration rights agreement, we are required to register 200% of the shares of
our common stock convertible from the Series G 8% Convertible Preferred Stock.
However, because the conversion price for the shares of the Series G Preferred
Stock is at the $.10 minimum conversion price, we cannot issue more than the
maximum amount of 24,600,000 shares. Pursuant to the consents and agreements
executed by the investors, this registration statement will register only 100%
of the aggregate number of shares of common stock into which the Series G 8%
convertible Preferred Stock will be converted into at the time of filing and
200% of the aggregate number of shares of common stock into which all dividends
would be converted into at the time of filing this registration statement for a
total of 26,055,174.

The finder's receipt of payment in connection with the Series G 8% Convertible
Preferred Stock may be in violation of Section 15 of the Securities Exchange Act
of 1934, and we may be obligated to return $2,200,000 to our investors.

         We paid fees to Aryeh Trading as a "finder" in connection with their
introduction to the purchasers in the Series G 8% Convertible Preferred Stock
offering and their advise on the form of the offering and the offering
materials. Since Aryeh Trading is not a registered broker dealer and received
performance-based compensation in the transaction, the staff of the Securities
and Exchange Commission has indicated to us that the receipt of this payment may
be in violation of Section 15 of the Securities Exchange Act of 1934. Section 29
of the Securities Exchange Act of 1934 provides that innocent persons adversely
affected by the violating transaction may rescind the contract for purchase of
the securities and have their investment returned to them. As a result, the
following sanctions and actions may apply to us.

         .    Our obligation to pay a finder's fee to Aryeh Trading may be
              voidable by us;

         .    The purchasers of our Series G 8% Convertible Preferred Stock may
              have the right to rescind their purchase of our securities; and

         .    We may be subject to regulatory action.

Our earnings growth is dependent upon acceptance of our products.

         Our earnings growth depends primarily upon market acceptance of our
software products. Our products may not be able to be successfully marketed or
achieve customer acceptance.

Our success depends on the introduction of new products and product
enhancements.

         Our success in the software development business is heavily dependent
upon the timely introduction of successful new products or enhancements of
existing products to replace declining revenues from products at the latter
stage of a product cycle. Consumer preferences for software products are
difficult to predict, and few consumer software products achieve sustained
market acceptance. If revenue from new products or enhancements does not replace
declining revenues from existing products, we may experience:

        .         lower operating revenues
        .         lower net revenues
        .         lower cash flows
        .         less liquidity

Production delays could inhibit our success.

         The process of developing our software products is extremely complex. A
significant delay in the introduction

                                      -5-
<PAGE>

of one or more new products or enhancements could have a material adverse effect
on the ultimate success of such products and we may experience:

         .        lower operating revenues
         .        lower net revenues
         .        lower cash flows
         .        less liquidity

We operate in a developing market with increasing participants.

         The market for Internet products and computer software is rapidly
evolving and is characterized by an increasing number of market entrants who
have introduced or developed products and services. Although we believe that the
diverse segments of the Internet market will provide opportunities for more than
one supplier of products and services similar to those we possess, it is
possible that a single supplier may dominate one or more market segments.
Additionally, there may be insufficient market acceptance of our products
because the market for Internet products and computer software changes rapidly.

We are heavily dependent on our management.

         Our success depends upon the personal efforts of our President and
Chief Executive Officer, David M. Schwartz. The loss of the services of Mr.
Schwartz could have a material adverse effect on our business and prospects. We
do not have "key-person" life insurance on Mr. Schwartz.

Our success is linked to our ability to hire and maintain personnel.

         Our success depends on our ability to hire and retain additional
qualified management, marketing, technical, financial and other personnel.
Competition for qualified personnel is intense and we may not be able to hire or
retain qualified personnel.

We are dependent on contracts with other companies for promotion of our products
and reputation.

         We have entered into agreements and informal relationships with other
software and computer companies under which the companies will use our products.
We believe these arrangements are important to the promotion of our products and
the public recognition of the "Imaginon" name. These arrangements typically are
not exclusive, and may be terminable upon little or no notice. Termination or
alteration of these agreements could have any of the following effects on us:

         . limit or eliminate the market for our products
         . limit or eliminate public recognition of the "Imaginon" name
         . reduce revenues
         . lower cash flows
         . impair liquidity

We regard our patented technology as proprietary.

         Our success and ability to compete is dependent on our proprietary
technology. We regard our technology as proprietary and we rely primarily on
U.S. patent, trademark, copyright, trade secret laws, third-party non-disclosure
agreements and other methods to protect our proprietary rights. The steps taken
by us to protect our proprietary rights may not be adequate and third parties
may infringe or misappropriate our copyrights, trademarks, and similar
proprietary rights. Additionally, effective trademark, patent, copyright and
trade secret protection may not be available in every country in which our
products and media properties will be distributed or made available through the
Internet.

                                      -6-
<PAGE>

Risks Related to the Internet and the Internet Industry
-------------------------------------------------------

We face significant competition from other providers of Internet products and
computer software.

          The markets that we intend to enter for our Internet products and
computer software are characterized by intense competition and an increasing
number of new market entrants who have developed or are developing potentially
competitive products. Further, the cost barriers to these markets are relatively
low, which means our competitors range from small companies with limited
resources to large, more established companies. Some competitors, regardless of
size, have substantially greater financial, technical, marketing, distribution,
personnel and other resources. For example, current and future competitors with
greater financial resources than us may be able to carry larger inventories,
undertake more extensive marketing campaigns, adopt more aggressive pricing
policies and make higher offers or guarantees to software developers and
co-development partners than us. It is possible that we may not have the
resources to withstand these and other competitive forces.

We may become subject to government regulation.

          We are not currently subject to direct regulation by any government
agency in the United States, other than general business regulations applicable
to conduct businesses generally. Currently there are few laws or regulations
regarding access to or commerce on the Internet. Due to the increasing
popularity and use of the Internet, laws and regulations may be adopted with
respect to the Internet, covering issues such as user privacy, pricing and
characteristics and quality of products and services. These laws or regulations,
if adopted, could also limit the growth of the Internet, which could, in turn,
decrease the demand for our proposed products and services and increase our cost
of doing business. Inasmuch as the applicability to the Internet of the existing
laws governing issues such as property ownership, libel and personal privacy is
uncertain, any new legislation or regulation or the application of existing laws
and regulations to the Internet could have an adverse effect on our business and
prospects.

We could be held liable for some of our services.

          Because materials may be downloaded by the online or Internet services
operated or facilitated by us and may be subsequently distributed to others,
there is a potential that claims will be made against us for defamation,
negligence, copyright or trademark infringement, personal injury or other
theories based on the nature and content of these materials. These types of
claims have been brought, and sometimes successfully pressed, against online
service providers. Although we carry general liability insurance, our insurance
may not cover potential claims of this type or may not be adequate to indemnify
us for all liability that may be imposed. Any impositions of liability or legal
defense expenses are not covered by insurance or in excess of insurance coverage
could effect our revenues, cash-flow and/or liquidity.

                   Where You Can Find Additional Information

          Federal securities law requires Imaginon to file information with the
Securities and Exchange Commission concerning its business and operations.
Accordingly, we have filed with the SEC annual, quarterly and special reports,
proxy statements and other information made with the Commission. You can obtain
a copy of registration statements, reports and the exhibits through the SEC, at
the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549, Seven World Trade Center, 13th Floor, New York, New York, 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
or the SEC's website at http://www.sec.gov. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms and their
copy charges.

         We have furnished our stockholders with annual reports containing
financial statements audited by our independent auditors. We will also file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You can also request copies of these documents, for a copying fee,
by writing the SEC.

         Our common stock is traded on the OTC Bulletin Board.  Material filed
by us can be inspected at the offices of the National Association of Securities
Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.

         The Commission allows Imaginon to "incorporate by reference" the
information we file with them, which means we can disclose important information
to you by referring you to the other information we have filed with the

                                      -7-
<PAGE>

Commission. The information that we incorporate by reference is considered to be
part of this prospectus, and related information that we file with the
Commission will automatically update and supersede information we have included
in this prospectus. We also incorporate by reference any future filings we make
with the Commission under Sections 13(a), 13(c) or 15(d) of the Securities
Exchange Act of 1934, as amended, until the selling securityholders sell all of
their shares or until the registration rights of the selling securityholders
expire.

         We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:

         .    Our Annual Report on Form 10-KSB for the year ended December 31,
              2000.
         .    Our Quarterly Report on Form 10-QSB for the quarter ended March
              31, 2001.
         .    The description of our common stock set forth in our
              Registration Statement on Form S-1 filed on October 8, 1999.

         You may request free copies of any filing by writing or telephoning us
at our principal offices, which are located at the following address:

                              1313 Laurel Street
                              San Carlos, CA 94070
                              (650) 596-9300
                              Attn: Secretary

                          Forward-Looking Statements

         Certain statements under the captions, "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Information About Imaginon, Inc." and elsewhere in this prospectus are
"forward-looking statements." These forward-looking statements include, but are
not limited to, statements about our plans, objectives, expectations, prospects
and intentions, markets in which we participate and other statements contained
in this prospectus that are not historical facts. When used in this prospectus,
the words "expect," "project," "anticipate," "believe," "estimate," "intend,"
"plan," "seek" and similar expressions are generally intended to identify
forward-looking statements. Because these forward-looking statements involve
risks and uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by these
forward-looking statements, including changes in our plans, objectives,
expectations, prospects and intentions and other factors discussed under "Risk
Factors" and elsewhere in this prospectus. We cannot guarantee any future levels
of activity, performance or achievements. We will update these forward-looking
statements, to the extent required by law, to reflect material changes in the
information previously disclosed.

                       Information About Imaginon, Inc.

Our Mission
-----------

         Our objective is to deliver Internet television to everyone who wants
to communicate, entertain, inform, educate or market in a new way, in a new era.

About Us
--------

         We are an information technology company focused on developing and
marketing broadband Internet television systems to businesses and institutions.
Our Internet television system, ImOn.comTV(TM), is a licensed turnkey package
that enables any website to present interactive television within a standard
browser window on any suitably connected computer. Web sites are places on the
Internet. Every web page has a location where it resides which is called its
site

                                      -8-
<PAGE>

and every site has an address usually beginning with "http://." The ImOn.comTV
interactive "virtual console" offers its users video on demand, video that
branches under user command, automated Web searching, and many additional
features, customized for each licensee.

         David Schwartz and Leonard Kain started Imaginon in 1996 to develop
better ways for businesses and consumers to take advantage of the Internet and
personal computers. Originally, the Internet was called ARPANET after the
Advanced Research Projects Agency of the U.S. Department of Defense. This
electronic network, which is a multi- dimensional set of items and the
connections between them, connects the network host computers together so that a
user may go from one Web Page to another efficiently. This electronic connection
network began as a government experiment in 1969 with four computers connected
together over phone lines. By 1972, universities also had access to what was by
then called the Internet. On January 20, 1999, Imaginon became a public company
by completing a merger with California Pro Sports, Inc., "CALP", in which their
shareholders retained 40% ownership of the merged entity and no representation
on our Board of Directors. All business operations of CALP were discontinued
prior to the merger and the name was changed to Imaginon, Inc. Imaginon
currently trades on the OTC Bulletin Board under the symbol "IMON".

         The software technology invented by our founders is the subject of two
U.S. patents. The primary functions of our applications are authoring media
intensive data and interactive playback of media intensive data. On the
authoring side, we enable automated data collection and organization, manually
guided collection and organization, or a combination of automated and manual
operations. Our authoring software is used to create Internet TV content. On the
playback side, we enable access and manipulation of interactive high bandwidth
streaming video. A stream is digital data that is transmitted or delivered as a
continuous flow of information within a channel. The stream may or may not have
a fixed duration. Examples of streams are digitized audio and digitized video.
To view or hear something in real-time means to see or hear it immediately and
without any slowdowns. Real-time audio on the Internet, for example, means the
user does not have to wait an entire audio file to download, but can, almost
immediately, start listening to the audio as it is coming to them. Our media
playback features interactivity that goes beyond simple click-throughs.
Real-time seamless branching of video streams, and simultaneous real-time
seamless integration of Web research data within Internet TV, are fundamentally
new features created by us.

                              Recent Developments

         On May 1, 2001, we entered into an agreement to sell our wholly-owned
subsidiary, Imaginon Network Specialists, Inc., for $25,000 to an unrelated
party. The sale was based on a decision to abandon further efforts in developing
and marketing Imaginon Network Specialists' products and services.

         On May 24, 2001, Gulfstream Financial Partners, LLC, received a
five-year warrant for the purchase of 2,452,000 shares of common stock of
Vizario, Inc., previously known as Gallagher Research Corporation, a
publicly-held Nevada corporation, in consideration for arranging the proposed
financing agreement with our formerly wholly-owned subsidiary, Wireless Web
Data, Inc., a Delaware corporation (discussed below), pursuant to the stock
exchange agreement and plan of reorganization by and among Vizario, Imaginon and
Wireless Web Data, dated May 4, 2001. The warrant to purchase common stock of
Vizario at $.10 per share, that is equal to 9.9% of Wireless Web Data on a fully
diluted basis, is subject to registration rights.

         On May 4, 2001, we entered into a stock exchange agreement with Vizario
to exchange shares between Imaginon and Vizario. Pursuant to the terms of the
stock exchange agreement and plan of reorganization, Vizario purchased all of
the outstanding shares of common stock in Wireless Web Data in exchange for
Vizario's issuance of an aggregate of 20,000,000 shares of its common stock to
Imaginon. Immediately following the transaction, Vizario had a total 24,768,000
shares of common stock issued and outstanding, and we became the holder of
20,000,000 shares, or 80.75% of Vizario's voting shares.

                                      -9-
<PAGE>

         On April 2, 2001, Wireless Web Data also entered into a letter of
intent with Gulfstream Financial Partners, LLC, to proceed with a series of
proposed investment transactions. Pursuant to the terms of this letter of
intent, Gulfstream Financial, or Gulfstream Financial with other investors, will
invest cash in Wireless Web Data in two phases, which are subject to the
successful completion of certain events by us.

         The first phase is to consist of an initial investment of up to
$500,000 in exchange for rights to purchase up to 20% of the common stock of
Wireless Web Data. Through June 4, 2001, a total of $474,000 as been received
from investors by us, on behalf of Wireless Web Data. We received proceeds of
$100,000 on March 19, 2001, for which we entered into a 9% promissory note, due
on demand. In exchange for proceeds of $30,000 received by us on April 16, 2001,
Wireless Web Data entered into a 15% promissory note, due on demand, no later
than May 13, 2001. This note was repaid with interest of $431.51 on May 17,
2001. Then Wireless Web Data entered into another 15% promissory note in
exchange for proceeds of $16,000, due on demand, no later than June 30, 2001.
Additional advances of $358,000, received in April, May and June 2001 by
us on behalf of Wireless Web Data, are not evidenced by promissory notes.

                                Use of Proceeds

         We will not receive any proceeds from the sale of the shares of common
stock being sold by the selling securityholders.


                                      -10-
<PAGE>

                            Description of Securities

Common stock

          We are authorized to issue up to 100,000,000 shares of common stock,
$.01 par value per share. As of June 8, 2001, 66,816,479 shares are outstanding.
All outstanding shares of common stock are fully paid and non-assessable, and
all shares of common stock offered in the offering, when issued, will be fully
paid and non-assessable. The holders of our common stock:

          .    have equal ratable dividends from funds legally available, when
               and if declared by our Board of Directors;

          .    are entitled to share ratably in all our assets available for
               distribution to holders of common stock upon liquidation,
               dissolution or winding up of our affairs;

          .    do not have preemptive, subscription or conversion rights and
               there are no redemption or sinking fund provisions applicable
               thereto; and

          .    are entitled to one vote per share on all matters on which
               stockholders may vote at all meetings of stockholders.

          The holders of our common stock do not have cumulative voting rights,
which means that the holders of a majority of the outstanding shares represented
at any stockholder meeting at which a quorum is present, voting for the election
of directors, can elect all of the directors to be elected, if they so choose
and, in such event the holders of the remaining shares will not be able to elect
any of the directors.

Preferred stock

          We are authorized to issue up to 5,000,000 shares of preferred stock
with such designations, rights and preferences as may be determined from time to
time by the Board of Directors. Accordingly the Board of Directors is empowered,
without stockholder approval, to issue preferred stock with dividend,
liquidations, conversion, voting or other rights that adversely affect the
voting powers or other rights of our common stockholders. Currently there are
12.1 shares of Series G 8% Convertible Preferred Stock issued and outstanding.

Series G 8% Convertible Preferred Stock

          On June 7, 2001, we issued .5 shares of Series G 8% Convertible
Preferred Stock to Resonance Limited pursuant to a purchase agreement effective
June 7, 2001 for cash consideration of $50,000. The proceeds from this
transaction will be used for the completion of the stock exchange transaction
between Imaginon and Vizario.

          On April 26, 2001, we issued .6 shares of Series G 8% Convertible
Preferred Stock and 1,666,666 shares of our common stock to Resonance Limited
respectively pursuant to a purchase agreement and side agreement dated April 16,
2001 for cash consideration of $60,000. In addition, on April 25, 2001, we
issued one share of Series G 8% Convertible Preferred Stock to Resonance Limited
pursuant to a purchase agreement effective February 20, 2001 for cash
consideration of $100,000. The proceeds from these transactions were used for
the completion of the stock exchange transaction between Imaginon and Vizario.

          On April 25, 2001, we issued .5 shares of Series G 8% Convertible
Preferred Stock to Gage LLC pursuant to a purchase agreement effective February
22, 2001 for cash consideration of $50,000. The proceeds from these transactions
were used for the completion of the stock exchange transaction between Imaginon
and Vizario.

         On October 19, 2000, we completed the sale of 15 shares of our Series G
8% Convertible Preferred Stock to Bess Holdings Limited and Resonance Limited
for consideration of $1,500,000. In addition, on October 30, 2000, we completed
the sale of 7 shares of our Series G 8% Convertible Preferred Stock to Gage LLC
for consideration of $700,000. The proceeds from these transactions were used
for working capital, $120,000 was paid to The Tail Wind Fund Ltd. and $80,000
was paid to Resonance Limited for accrued damages for late registration of
certain Common

                                      -11-
<PAGE>

Stock pursuant to the Registration Rights Agreement dated December 30, 1999 by
and among us and the investors named therein, and $466,683 was paid to Gage LLC
for accrued damages for late registration of certain Common Stock pursuant to
the Registration Rights Agreement dated May 1999 by and among us and Gage LLC.
In connection with the private placement, Aryeh Trading received $75,000 as a
finder.

          Conversion of preferred stock into common stock can only occur by
submitting a Notice of Conversion and the stock certificate representing the
Series G 8% Convertible Preferred Stock to be converted. The holders of Series G
8% Convertible Preferred Stock may convert any number of the Series G 8%
Convertible Preferred Stock into common stock provided that:

          .    holders of Series G 8% Convertible Preferred Stock do not
               currently or as a result of such conversion, own more than 9.999%
               of the then outstanding shares of common stock. However, it is
               possible for holders of our Series G 8% Convertible Preferred
               Stock to circumvent this restriction. By converting an amount of
               Series G 8% Convertible Preferred Stock equal to 9.999% of our
               currently outstanding shares of common stock, then selling the
               securities into the market and then converting another block of
               Series G 8% Convertible Preferred Stock into common stock,
               holders of our Series G 8% Convertible Preferred Stock create
               additional dilution to the existing holders of our common stock.

               The conversion price for the Series G 8% Convertible Preferred
Stock is $.10, which is the minimum conversion price in accordance with the
executed purchase agreements. The number of shares of our common stock
convertible from the Series G 8% Convertible Preferred Stock at the $.10
conversion price is 24,600,000, which is the maximum amount of issuable shares.
The number of shares of common stock into which all dividends may be converted
at this time is 9,418,633. Pursuant to the registration rights agreement, we are
required to register 200% of the shares of our common stock convertible from the
Series G 8% Convertible Preferred Stock. However, because the conversion price
for the shares of the Series G Preferred Stock is at the $.10 minimum conversion
price, we cannot issue more than the maximum amount of 24,600,000. Pursuant to
the consents and agreements executed by the investors, this registration
statement will register only 100% of the aggregate number of shares of common
stock

                                      -12-
<PAGE>

into which the Series G 8% Convertible Preferred Stock will be converted into at
the time of filing and 200% of the aggregate number of shares of common stock
into which all dividends would be converted into at the time of filing this
registration statement for a total of 26,055,174.

          The number of shares of our common stock is subject to adjustment in
each of the following cases:

          .    stock dividend;
          .    declaration of dividends payable in cash while offering a right
               to purchase more common stock at the dividend price;
          .    stock split;
          .    combination of outstanding shares of common stock;
          .    issue or reclassify common stock;
          .    consolidation, merger, sale or lease of substantially all of
               our assets; or
          .    capital reorganization or reclassification of common stock.

          The Holder of the Series G 8% Convertible Preferred Stock may request
redemption of their shares of Series G 8% Convertible Preferred Stock by us
provided one of the following triggering events occurs:

          .    if sales cannot be made pursuant to the registration statement
               for any reason that is not excused for longer than 180 days; or
          .    we fail to deliver stock certificates represented the common
               stock by the tenth trading day after the date of conversion or we
               provide notice that we will not comply with requests for
               conversion of any shares of Series G 8% Convertible Preferred
               Stock; or
          .    we are a party to any change of control transaction and agree to
               sell more than 33% of our assets; or
          .    we fail to have available a sufficient number of authorized and
               unreserved shares of common stock to issue to the holder upon
               conversion of the Series G 8% Convertible Preferred Stock; or
          .    we fail to observe or perform any material convenant, agreement
               or warranty contained in the purchase agreement or registration
               rights agreement for the Series G 8% Convertible Preferred Stock
               and such failure if not cured within twenty business days after
               the date of written notice of such failure.

                                      -13-
<PAGE>

          The redemption price is subject to adjustment of the conversion price
in the event of a stock split, stock dividend or combination of shares or
similar event. The redemption price is 125% of the aggregate stated value of the
redeemed shares plus all accrued and unpaid dividends and the product of the
number of all shares of common stock issued in conversions of Series G 8%
Convertible Preferred Stock to the holder not more than twenty trading days
prior to the event causing the redemption and the per share closing bid price on
the date such redemption is demanded or the date the redemption price is paid in
full, whichever is greater.

          As long as Series G 8% Convertible Preferred Stock is outstanding, we
are required to reserve and keep available out of our authorized but unissued
common stock no less that 200% of the number of shares of common stock
convertible from the Series G 8% Convertible Preferred Stock. A majority vote of
the Series G 8% Convertible Preferred Stockholders is required to amend our
Certificate of Incorporation if such amendment does any of the following:

          .    alter or amend the rights of the holders of the Series G 8%
               Convertible Preferred Stock or the Certificate of Designations,
               Preferences and Rights of Series G 8% Convertible Preferred
               Stock; or
          .    authorize or create any class of stock senior to the Series G 8%
               Convertible Preferred Stock as to dividends or distribution of
               assets upon a liquidation.

Registration rights

          Pursuant to the registration rights agreement, we are required to
register 200% of the shares of our common stock convertible from the Series G 8%
Convertible Preferred Stock. However, because the conversion price for the
shares of the Series G 8% Convertible Preferred Stock is at the $.10 minimum
conversion price, we cannot issue more than the maximum amount of 24,600,000
shares of common stock. Pursuant to the consents and agreements executed by the
investors, this registration statement will register only 100% of the aggregate
number of shares of common stock into which the Series G 8% Convertible
Preferred Stock will be converted into at the time of filing and 200% of the
aggregate number of shares of common stock into which all dividends would be
converted into at the time of filing this registration statement for a total of
26,055,174.

                            Selling Securityholders

          The following table lists the securities to be registered and offered
for sale by the selling securityholders including the total number of shares to
be registered by this registration statement. The term "selling securityholders"
include donees, pledgees, transferees and other successors in interest selling
shares received from the selling securityholders after the date of this
prospectus.

          Because the selling securityholders may offer all or part of the
shares of common stock owned by them or received upon conversion of the Series G
Preferred Stock and because this offering is not being underwritten on a firm
commitment basis, no estimate can be given as to the number of shares of common
stock that the selling securityholders are going to sell. The shares of common
stock offered by this prospectus may be offered from time to time by the selling
securityholders.

          Three of the selling securityholders acquired their securities in the
private placements of our Series G 8% Convertible Preferred Stock. See "Series
G 8% Convertible Preferred Stock," above.

          Provisions in the purchase agreements for the December 1999 private
placement provide that if we issue stock to another investor upon terms more
favorable than those in the December 1999 private placement, we are obligated to

                                      -14-
<PAGE>

issue shares of our common stock to the investors in our December 1999 private
placement to equal the more favorable terms. In compliance with these provisions
as a result of the October private placements, we have issued 1,291,994 shares
of our common stock to Southshore Capital Fund Limited, 3,875,984 shares of our
common stock to The Tail Wind Fund Ltd. and 2,583,989 shares of our common stock
to Resonance Limited. We registered 50% of these anti-dilution shares of common
stock in a registration statement declared effective by the S.E.C. on February
16, 2001 and we are required to register the other 50% in this registration
statement.

     Shares of Common Stock and Shares of Common Stock Underlying Shares of
     ----------------------------------------------------------------------
     Series G 8% Convertible Preferred Stock Offered by the Selling
     --------------------------------------------------------------
     Securityholders
     ---------------

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------

                                                               Shares of                                               Percent of
                       Shares of           Shares of         common stock              Total           Amount of       outstanding
                         common          common stock       received and to          shares of       common stock     common stock
                         stock            owned to be      be received upon        common stock        owned by         owned by
       Selling           owned            offered for       the conversion       to be offered for  securityholder   securityholder
   securityholder       prior to       securityholder's     of Series G 8%       securityholder's      after the        after the
        name            offering          account (1)         Convertible             account        offering (5)     offering (5)
                                                            Preferred Stock
                                                              and accrued
                                                            interest to be
                                                              offered for
                                                           securityholder's
                                                                account
-----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                 <C>                   <C>                <C>                 <C>
Bess Holdings                    0                 0           15,360,164 (2)         15,360,164               0                0
Limited
-----------------------------------------------------------------------------------------------------------------------------------
Gage, LLC                        0                 0            7,708,882 (3)          7,708,882               0                0
-----------------------------------------------------------------------------------------------------------------------------------
Resonance                2,583,989         4,250,655            2,986,128 (4)          7,236,783       2,583,989             3.87%
Limited
-----------------------------------------------------------------------------------------------------------------------------------
Southshore                       0         1,291,994                    0              1,291,994               0                0
Capital Fund
Limited
-----------------------------------------------------------------------------------------------------------------------------------
The Tail Wind                    0         3,875,984                    0              3,875,984               0                0
Fund Ltd.
-----------------------------------------------------------------------------------------------------------------------------------
Total                                      9,418,633           26,055,174             35,473,807 (6)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Respective shares of common stock per investor are comprised of
         issuances already made to the investors in compliance with provisions
         in the purchase agreements for the December 1999 private placement,
         which provide that if we issue stock to another investor upon terms
         more favorable than those in the December 1999 private placement, we
         are obligated to issue shares of our common stock to the investors in
         our December 1999 private placement to equal the more favorable terms.
         In addition, common stock already issued to Resonance Limited includes
         1,666,666 shares purchased pursuant to a side agreement dated April 16,
         2001.

                                      -15-
<PAGE>

(2)      15,360,164 shares of common stock comprised of 4,315,730 shares of
         common stock already received upon conversion of 4.2 shares of Series G
         8% Convertible Preferred Stock on February 21, 2001 and 10,000,000
         shares of common stock to be issued upon conversion with approximately
         an additional 1,044,434 shares of common stock for accrued interest.

(3)      7,708,882 shares of common stock comprised of issuances of 3,588,669
         shares of common stock already received upon conversion of 3.5 shares
         of Series G 8% Convertible Preferred Stock on February 16, 2001,
         1,539,663 shares of common stock already received upon conversion of
         1.5 shares of Series G 8% Convertible Preferred Stock on February 26,
         2001, 2,074,660 shares of common stock already received upon conversion
         of 2 shares of Series G 8% Convertible Preferred Stock on March 2,
         2001, and 505,890 shares of common stock already received upon
         conversion of .5 shares of Series G 8% Convertible Preferred Stock on
         April 26, 2001.

(4)      2,986,128 shares of common stock comprised of an issuance of 822,048
         shares of common stock already received upon conversion of .8 shares of
         Series G 8% Convertible Preferred Stock on February 21, 2001 and
         2,100,000 shares of common stock to be issued upon conversion with an
         additional 64,080 shares of common stock for accrued interest.

(5)      Assumes all shares offered are sold, including shares of common stock
         underlying the conversion of Series G 8% convertible Preferred Stock
         and there are 66,816,479 outstanding shares of our common stock.

(6)      35,473,807 shares of common stock to be registered in this registration
         statement comprised of a total of 12,846,660 shares of common stock
         already received upon conversion by the investors and 22,627,177 shares
         of common stock to be issued upon conversion, including shares of
         common stock to be issued for accrued interest.

                             Plan of Distribution

         We are registering the shares offered by the selling securityholders
and no underwriters are participating in this offering.

         We will pay all costs and expenses in connection with the preparation
of this prospectus and the registration of the shares. Brokerage commissions and
similar selling expenses, if any, attributable to the sale of shares will be
borne by the selling securityholders. The selling securityholders may sell their
shares from time to time in one or more types of transactions, which may include
block transactions, on the OTC Bulletin Board. The types of transactions
include:

         .     negotiated transactions;
         .     put or call option transactions;
         .     short sales; or
         .     a combination of the above transaction at market prices at the
               time of sale or at negotiated prices.

         These transactions may or may not involve brokers or dealers. The
selling securityholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the shares, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of shares by the
selling securityholders.

                                      -16-
<PAGE>

         The selling securityholders and any broker-dealers that act in
connection with the sale of securities might be deemed to be underwriters within
the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by those broker-dealers and any profit on the resale of the securities
sold by them while acting as principals might be deemed to be underwriting
discounts or commissions under the Securities Act.

         Because the selling securityholders may be deemed to be underwriters
within the meaning of Section 2(a)(11) of the Securities Act, the selling
securityholders will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the selling securityholders that the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales in the market.

         The selling securityholders also may resell all or a portion of the
shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of that Rule.

     Indemnification Provided in Connection with the Offering by Imaginon

         We have agreed to indemnify the selling securityholders and the
officers, directors and each person who controls the selling securityholders
against all losses, claims, damages, liabilities and expenses caused by:

         .   any untrue or alleged untrue statement of material fact contained
             in the registration statement, this prospectus or any amendment or
             supplement to these documents; or
         .   any omission or alleged omission to state a material fact in the
             registration statement, this prospectus or any amendment or
             supplement to these documents that is required to be stated or
             necessary to ensure that the documents are not misleading.

         The selling securityholders will not be indemnified if the claims
result from any written information furnished to us by the investor or the
selling securityholders fail to deliver a copy of this prospectus to a buyer.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling Imaginon
pursuant to the foregoing provisions, Imaginon has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

                                 Legal Matters

         Friedlob Sanderson Paulson & Tourtillott, LLC, Denver, Colorado, as our
counsel, has issued an opinion as to the validity of the common stock.

                                    Experts

         The consolidated financial statements incorporated herein by reference
have been audited by Gelfond Hochstadt Pangburn, P.C., independent certified
public accountants, given upon their authority as experts in auditing and
accounting. With respect to the unaudited condensed consolidated financial
information for the periods ended March 31, 2001 and 2000, incorporated herein
by reference, the independent public accountants have applied limited procedure
in accordance with professional standards for a review of such information.
However, as stated in their separate report included in the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 2001, and incorporated by
reference herein, they did not audit and they do not express an opinion on that
interim financial information. Because of the limited nature of the review
procedures applied, the degree of reliance on their report on such information
should be restricted. The accountants are not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their report on the
unaudited interim financial information because that report is not a "report" or
a "part" of the Registration Statement prepared or certified by the accountants
within the meaning of Sections 7 and 11 of the Securities Act of 1933.

                                      -17-
<PAGE>

                                [LOGO]Imaginon



                        35,473,807 Shares Common Stock

                     ____________________________________

                                  PROSPECTUS
                     ____________________________________







--------------------------------------------------------------------------------
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in the prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted. The information contained in this prospectus is correct
only as of the date of this prospectus, regardless of the time of the delivery
of this prospectus or any sale of these securities.
--------------------------------------------------------------------------------


                                 June   , 2001
<PAGE>

                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The following is an itemization of all expenses (subject to future
contingencies) incurred or to be incurred by the Registrant in connection with
the issuance and distribution of the securities being offered. All expenses are
estimated except the registration and NASD filing fees.

         Registration and filing fee                 $    2,506
         Printing                                         1,000
         Accounting fees and expenses                     5,000
         Legal fees and expenses                         10,000
         Blue sky fees and expenses                         500
         Transfer Agent                                   1,000
         Other                                              596
                                                     ----------
                  Total                              $   20,602
                                                     ==========

ITEM 15 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

INDEMNIFICATION PROVIDED UNDER Imaginon'S CERTIFICATE OF INCORPORATION

         Section 145 of the Delaware General Corporation Law and Article Ninth
of the Registrant's Certificate of Incorporation provides for, under certain
circumstances, the indemnification of the Registrant's officers, directors,
employees and agents against liabilities which they may incur in such
capacities. A summarization of the circumstances in which such indemnifications
provided for is contained herein, but that description is qualified in its
entirety by reference to Article Ninth of the Registrant's Certificate of
Incorporation and the relevant Section of the Delaware General Corporation Law.

         In general, the statute provides that any director, officer, employee
or agent of a corporation may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, actually and
reasonably incurred in a proceeding (including any civil, criminal,
administrative or investigative proceeding) to which the individual was a party
by reason of such status. Such indemnity may be provided if the indemnified
person's actions resulting in the liabilities: (i) were taken in good faith;
(ii) were reasonably believed to have been in or not opposed to the Registrant's
best interest; and (iii) with respect to any criminal action, such person had no
reasonable cause to believe the actions were unlawful. Unless ordered by a
court, indemnification generally may be awarded only after a determination of
independent members of the Board of Directors or committee thereof, by
independent legal counsel or by vote of the stockholders that the applicable
standard of conduct was met by the individual to be indemnified.

         The statutory provisions further provide that to the extent a director,
officer, employee or agent is wholly successful on the merits or otherwise in
defense of any proceeding to which he was a party, he is entitled to receive
indemnification against expenses, including attorneys' fees, actually and
reasonably incurred in connection with the proceeding.

         Indemnification in connection with a proceeding by or in the right of
Imaginon in which the director, officer, employee or agent is successful is
permitted only with respect to expenses, including attorneys' fees actually and
reasonably incurred in connection with the defense. In such actions, the person
to be indemnified must have acted in good faith, in a manner believed to have
been in Imaginon's best interest and must not have been adjudged liable to
Imaginon unless and only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expense which the Court of Chancery or such other court shall deem proper.
Indemnification is otherwise prohibited in connection with a proceeding brought
on behalf of the Registrant in which a director is adjudged liable to the
Registrant, or in connection with any proceeding charging

                                      II-1
<PAGE>

improper personal benefit to the director in which the director is adjudged
liable for receipt of an improper personal benefit.

         Delaware law authorizes the Registrant to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding in advance of a final disposition of the matter. Such advances of
expenses are permitted if the person furnishes to the Registrant a written
agreement to repay such advances if it is determined that he is not entitled to
be indemnified by Imaginon.

         The statutory section cited above further specifies that any provisions
for indemnification of or advances for expenses does not exclude other rights
under the Registrant's Certificate of Incorporation, Bylaws, resolutions of its
stockholders or disinterested directors, or otherwise. These indemnification
provisions continue for a person who has ceased to be a director, officer,
employee or agent of Imaginon and inure to the benefit of the heirs, executors
and administrators of such persons.

         The statutory provision cited above also grants the power to the
Registrant to purchase and maintain insurance policies which protect any
director, officer, employee or agent against any liability asserted against or
incurred by him in such capacity arising out of his status as such. Such
policies may provide for indemnification whether or not Imaginon would otherwise
have the power to provide for it. No such policies providing protection against
liabilities imposed under the securities laws have been obtained by the
Registrant.

         Article VIII of the Registrant's Bylaws provides that the Registrant
shall indemnify its directors, officers, employees and agents to the fullest
extent permitted by the Delaware General Corporation Law. In addition, the
Registrant has entered into agreements with its directors indemnifying them to
the fullest extent permitted by the Delaware General Corporation Law.

ITEM 16  - EXHIBITS

                  The following is a complete list of exhibits filed as part of
this registration statement:

               No.         Description

               4.1       Specimen of Common Stock certificate. (Incorporated by
                         reference to Exhibit 4.1 to Amendment No. 4 to the
                         Registrant's Registration Statement on Form SB-2/A,
                         filed with the SEC on December 22, 1994, Commission
                         File No. 033-85108.)

               4.2       Certificate of Designations, Preferences and Rights of
                         Series G 8% Convertible Preferred Stock dated August 3,
                         2000. (Incorporated by reference to Exhibit 4.2 of the
                         Registrant's September 30, 2000 10-QSB).

               4.3       Amended Certificate of Designations, Preferences and
                         Rights of Series G 8% Convertible Preferred Stock dated
                         August 16, 2000. (Incorporated by reference to Exhibit
                         4.3 of the Registrant's September 30, 2000 10-QSB).

               4.4       Amended Certificate of Designations, Preferences and
                         Rights of Series G 8% Convertible Preferred Stock dated
                         October 16, 2000. (Incorporated by reference to Exhibit
                         4.4 of the Registrant's September 30, 2000 10-QSB).

               4.5       Amended Certificate of Designations, Preferences and
                         Rights of Series G 8% Convertible Preferred Stock dated
                         October 17, 2000. (Incorporated by reference to Exhibit
                         4.5 of the Registrant's September 30, 2000 10-QSB).

               5.1       Opinion of Friedlob Sanderson Paulson & Tourtillott,
                         LLC. (Filed herewith).

                                      II-2
<PAGE>

               10.1      Purchase Agreement dated October 2000 by and among the
                         Registrant and the Series G Preferred investors.
                         (Incorporated by reference to Exhibit 10.1 of the
                         Registrant's September 30, 2000 10-QSB).

               10.2      Registration Rights Agreement dated October, 2000 by
                         and among the Registrant and the Series G Preferred
                         investors. (Incorporated by reference to Exhibit 10.2
                         of the Registrant's September 30, 2000 10-QSB).

               11.1      Computation of Net Income (Loss) Per Share
                         (Incorporated by reference to Exhibit 11.1 of the
                         Registrant's September 30, 2000 10-QSB).

               23.1(a)   Consent of Independent Certified Accountants. (Filed
                         herewith).

               23.1(b)   Acknowledgment of Independent Accountants. (Filed
                         herewith).

               23.2      Consent of Friedlob Sanderson Paulson & Tourtillott,
                         LLC (Filed herewith, see Exhibit 5.1).

ITEM 17 - UNDERTAKINGS

               The undersigned Registrant hereby undertakes:

               (1)       To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

               (2)       That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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.

               (3)       To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

               (4)       That, for 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 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 the initial bona
fide offering thereof.

               (5)       Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 that 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 in 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.

                                      II-3
<PAGE>

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant and has duly caused this amended registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Carlos, State of California, on June 18, 2001.

                                          Imaginon, INC.



                                          By:/s/ David M. Schwartz
                                             -----------------------------------
                                              David M. Schwartz,
                                              Chairman, Chief Executive Officer
                                              and President

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David M. Schwartz, his attorney-in-fact,
for him in any and all capacities, to sign any amendments to this registration
statement, and any related registration statement filed pursuant to Rule 462(b),
and to file the sale, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute, may do or cause to
be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                          SIGNATURES                      TITLE                           DATE
                          ----------                      -----                           ----
<S>                                            <C>                                    <C>
        /s/ David M. Schwartz                    Chief Executive Officer              June 18, 2001
        --------------------------------
        David M. Schwartz                             and Director

        /s/ James A. Newcomb                   Chief Financial Officer and            June 18, 2001
        ---------------------------------
        James A. Newcomb                                 Director

        /s/ Dennis Allison                               Director                     June 18, 2001
        ---------------------------------
        Dennis Allison

        /s/ Jim Polizotto                                Director                     June 18, 2001
        --------------------------------
        Jim Polizotto

        /s/ Mary E. Finn                                 Director                     June 18, 2001
        --------------------------------
        Mary E. Finn
</TABLE>