Zukunft kann man kaufen - 500 Beiträge pro Seite

[Pozzo]

Liebe Leute,
klar ist man,bin auch ich,Pozzo,nicht immer auf der Gewinnerseite,aber diesmal stimmt so gut wie alles:
1.Produkte
2.Zukunftsaussichten
3.mein Gefühl
4.Cash bis Ende des Jahres(bis jetzt)
5.ein verrückter CEO
6.der Stimmungswechsel im Yahoo-Board
7.ein beispiellos in den Boden gerammter Aktienkurs
8.ein immenses Potential nach oben
9.vor allem die ganzen Partnerschaften und Kontakte
10.und letztens:ich sag nur PS2/Sony/NTT

IMAGINON,eine kleine Hightechschmiede aus Kalifornien,
wird in Amerika unter dem Kürzel: IMON gehandelt,in Deutschland ist es die WKN: 917480

In den nächsten Tagen poste ich Informationen aus den letzten Jahren - Pozzo

[Pozzo]

Wie gesagt,ich lieb IMON,scon länger.
Zu 4 Dollar bin ich das erstemal rein,
habe immer dran geglaubt,immer wieder nachgekauft,
auch vor 2 Wochen bei 8 Cent,seit dieser bin ich wieder im Plus,denn endlich kommen die News auf die alle Imon`s so lange warten mussten.

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Friday January 12, 7:59 am Eastern Time
Press Release
ImaginOn Debuts Next Generation ImaginVideo for Delivery and Management of Interactive Video
Formerly ImOn.comTV(TM), the new ImaginVideo(TM) system is optimized for Microsoft Windows® 98/2000/ME and Microsoft Internet Explorer(TM) 5.5.
SAN CARLOS, Calif.--(BUSINESS WIRE)--Jan. 12, 2001-- Significantly broadening the market potential of its interactive video client-server systems, ImaginOn, Inc. (NASDAQ: IMON - news; www.imaginon.com) today announced the introduction of its next generation interactive video solution-- ImaginVideo(TM).

Formerly known as ImOn.comTV(TM), ImaginVideo brings a new level of performance and flexibility to a significantly wider potential customer base because it has been fully optimized for Microsoft Windows® 98/2000/ME and Microsoft Internet Explorer 5.5. What`s more, according to ImaginOn Chief Executive Officer David Schwartz, ImaginVideo doesn`t need browser plug-ins. Instead, seamless video branching during playback is based on the Microsoft Windows Media Format.

``We are very excited to bring ImaginVideo to market, as it truly does represent the next generation way to deliver and manage interactive video over the Internet,`` Schwartz said today. ``ImaginVideo runs optimally within the latest Windows and Internet Explorer environments, an achievement that is due, in part, to ImaginOn`s participation as a Premier member of the Microsoft Developer Network, which accelerated the development of ImaginVideo.`` According to Schwartz, a key benefit of the ImaginVideo system is that it will enable more Web sites to deliver ImaginOn`s patented seamless video branching. ``Prior to this, ImaginOn seamless branching was available only on sites using Apple`s QuickTime format. We believe our new implementation based on Microsoft`s Windows Media Format will immediately and significantly expand the market for our technology.``

ImaginVideo is a Java client-server application for the delivery and management of interactive video. On the client side, it operates in a Java-capable TCP/IP set-top box, browser, Sony PlayStation 2, or Microsoft X-Box and is delivered by HTTP servers running on Solaris or Linux. Multiple video encoding standards are supported and streamed from a single server. In addition to video streaming, new features defined for interactive TV and e-commerce functions are included.

Schwartz noted today that, ``ImaginVideo is the best-of-class solution for developing and deploying interactive streaming video. Its powerful feature set -- including video-on-demand, embedded Web links, viewer-directed branching, random access, and automated Web searching -- can help any business sell, educate, entertain, and inform vividly -- flexibly -- like never before. Using ImaginVideo, businesses can create interactive content by simply dragging and dropping digitized video clips into ImaginAuthor, an intuitive development tool. Once the video is uploaded to the ImaginVideo server, users can view, search, and direct it from within a standard Web browser window.``

ImaginVideo, ImaginAuthor and ImOn.comTV are trademarks of ImaginOn and are protected under U.S. Patents. All other trademarks herein are the property of their respective owners.

Except for the historical information presented herein, the matters set forth in this press release are forward-looking statements within the meaning of the ``safe harbor`` provision of the Private Securities Litigation Reform Act of 1995, or by the Securities and Exchange Commission in its rules, regulations, and releases. These forward looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks include acceptance of ImaginOn software by developers and users, the successful development of competitive software to ImaginOn`s, competitive pricing pressures for ImaginOn software and services, and the availability of financing to complete management`s plans and objectives. In addition, other risks are detailed in the Company`s periodic reports and in its Form S-1 registration statement declared effective by the Securities and Exchange Commission on May 11, 2000. These forward-looking statements speak only as of the date hereof. The Company disclaims any intent or obligation to update these forward-looking statements.


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Monatelang kein Sterbenswörtchen und dann gleich News an News:
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Tuesday January 16, 8:14 am Eastern Time
Press Release
ImaginOn Hong Kong Joint Venture Inks Distribution Agreement With Skyhub Asia Holdings
Companies now working together to develop and distribute broadband streaming and multimedia Web CD applications throughout the Asia-Pacific region; ImaginOn HK announces more contracts.
SAN CARLOS, Calif.--(BUSINESS WIRE)--Jan. 16, 2001-- ImaginOn, Inc. (Nasdaq:IMON - news; www.imaginon.com) today announced that its Hong Kong joint venture partner ImaginOn HK (www.imaginon.com.hk) has entered into an agreement with Skyhub Asia Holdings Limited (www.skyhubasia.com), a subsidiary of eVision USA Com, Inc.(OTCBB:EVIS - news; www.evisionusa.com). Under the terms of the agreement, both companies will develop and distribute a wide array of customized interactive streaming multimedia applications throughout the Pan-Asian region.

``Skyhub Asia Holdings Limited is a major regional Internet Service Provider that is aggressively building its base of customers among schools, residential and commercial building contractors, general businesses, and government agencies that want high speed Internet access,`` ImaginOn, Inc. Chief Executive Officer David Schwartz said today. ``From their two headquarters centers in Hong Kong and Singapore, they are quickly establishing themselves as a new-generation ISP, installing network infrastructure and developing content, in addition to providing broadband Internet access over a combination of local leased lines and satellite downlinks.``

According to ImaginOn HK Vice President Mr. Boris Tam, the joint venture with Skyhub Asia is called ``OnMedia21 Ltd.`` and involves marketing the full range of ImaginOn`s technology and commercial products, which include, in addition to ImaginVideo, interactive Web CDs, the ImaginAuthor interactive TV content authoring tool, and the WorldCities 2000 online interactive travel planning guides.

``ImaginOn HK is making great progress in turning ImaginOn`s technology and products into long-term business opportunities in Asia,`` Tam said today. ``The broadband-connected population in Japan, Hong Kong, Singapore, and Australia is growing rapidly and we forsee a very strong market demand for the unique kind of service that OnMedia21 can deliver today. This is a service that combines access with meaningful interactive content into one turnkey solution.``

The announcement of a distribution agreement with Skyhub Asia Ltd. comes at a time of rapid growth and expansion for ImaginOn HK. According to Tam, the company now has projects underway with a number of leading government agencies, education institutions and businesses, including the Hong Kong Education Department, the American International Assurance Company (Bermuda) Ltd., the Baptist Oi Kwan Social Services Agency, Wan Chung Construction Ltd., and Queensland Tourism. What`s more, ImaginOn HK was recently selected by Sun Microsystems to participate in its iForce initiative to provide pan-Asian customers with the partner relationships and expertise required to quickly turn their traditional business into an Internet-based business.

According to Schwartz, ``ImaginOn HK is proving to be a good example of how our technology can be fine-tuned by our partners for their local markets. In Asia, most Internet connections are via 28 kbps low-speed modems, so our hybrid Web CD software fits well, delivering TV-quality video with Web links. The multiple formats supported by our ImaginVideo servers provide ImaginOn HK with the flexibility they need to supply broadband streaming to a wide variety of network customers.``

ImaginVideo is a Java client-server application for the delivery and management of interactive video. On the client side, it operates in a Java-capable TCP/IP set-top box, browser, Sony PlayStation 2, or Microsoft X-Box and is delivered by HTTP servers running on Solaris or Linux. Multiple video encoding standards are supported and streamed from a single server. In addition to video streaming, new features defined for interactive TV and e-commerce functions are included: seamless branching, instant Web page links from video, automatic searches, and DVD-like random access.

ImaginVideo and ImaginAuthor are trademarks of ImaginOn and are protected under U.S. Patents. All other trademarks herein are the property of their respective owners.

Except for the historical information presented herein, the matters set forth in this press release are forward-looking statements within the meaning of the ``safe harbor`` provision of the Private Securities Litigation Reform Act of 1995, or by the Securities and Exchange Commission in its rules, regulations, and releases. These forward looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks include acceptance of ImaginOn software by developers and users, the successful development of competitive software to ImaginOn`s, competitive pricing pressures for ImaginOn software and services, and the availability of financing to complete management`s plans and objectives. In addition, other risksare detailed in the Company`s periodic reports and in its Form S-1 registration statement declared effective by the Securities and Exchange Commission on May 11, 2000. These forward-looking statements speak only as of the date hereof. The Company disclaims any intent or obligation to update these forward-looking statements.


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Was passierte?
Der Kurs explodierte,endlich!
Dann noch ne News:
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Thursday January 18, 8:46 am Eastern Time
Press Release
ImaginOn Develops Vizario Search & Retrieval System for Handheld Wireless Devices
SAN CARLOS, Calif.--(BUSINESS WIRE)--Jan. 18, 2001--Underscoring the broad scope of its core technology, ImaginOn, Inc. (NASDAQ: IMON - news; www.imaginon.com) today announced that it is developing a next generation wireless search and retrieval system called Vizario(TM).

According to ImaginOn Chief Executive Officer David Schwartz, Vizario, which is based on ImaginOn`s patented Transformational Database Processing and Playback software technology, promises to bring significant new benefits to telcos, wireless equipment manufacturers, and end-users because it is designed to find, format, and play back data from either the Web or intranet servers without a browser or the Wide Area Protocol (WAP).

``As anyone with an Internet enabled cell phone or PDA already knows, the prevalent system for accessing data from the Web or from an Intranet server using a micro-browser and WAP is less than optimal - to put it politely,`` Schwartz said today. ``Version 1.0 of Vizario for Motorola`s iDEN phone is designed to perform efficiently and accurately without WAP or a browser. As a Sprint PCS developer and Symbian JavaPhone developer, we are planning to extend Vizario into those environments as well.``

``Business professionals as well as consumers are depending more and more on their cell phones and wireless PDAs,`` Schwartz continued. ``They need to be able to locate, access and retrieve audio, video, and text information via the Web anywhere they happen to be at the moment. We believe that Vizario will prove to be the wireless system that provides them with the information they need, when they need it most, fast and efficiently, without typing. With Vizario, any Web page can be filtered and reformatted in real-time for display on any Java® enabled wireless device.

Incorporating ImaginOn`s patented software technology, Vizario is a Java based client-server system that features an extremely small memory footprint - a critical requirement for widespread deployment in a variety of wireless devices. What`s more, Vizario permits Web searches to be initiated from a desktop and retrieved by a cell phone or PDA device, as well as on-the-fly filtered and formatted search reports for small screen displays. According to Schwartz, ImaginOn has completed the proof of concept stage and is now set to begin product demonstrations for select telcos and wireless equipment manufacturers in February. Depending on how those product demonstrations go, actual product could be available by the beginning of the Third Quarter 2001 - if the software is accepted by service providers.

``Vizario is designed from the ground up for the wireless handheld device market,`` ImaginOn Vice President of Network Operations Abe Matar emphasized today. ``The two main software components of Vizario are the Vizario Midlet and the Vizario Wireless Data Server Engine. The Wireless Data Server Engine is the application server side of the new system, where the downloadable Java midlets, the database of relevant Web addresses, as well as a cache of filtered and formatted output data are stored. The Vizario Midlet is the Java software that is downloaded and run on the handheld device. The Midlet provides an on-screen menu interface for requesting information and then displaying it. Data requests may be for any type of information: formatted search results, Web pages, and even audio or video files.``

ImaginOn, Inc. is an information technology company focused on developing and marketing broadband and wireless interactive Internet and intranet software systems. ImaginVideo(TM), the company`s lead product, is a Java client-server application for the delivery and management of interactive video over TCP/IP networks.

ImaginVideo and Vizario are trademarks of ImaginOn and are protected under U.S. Patents. All other trademarks herein are the property of their respective owners.

Except for the historical information presented herein, the matters set forth in this press release are forward-looking statements within the meaning of the ``safe harbor`` provision of the Private Securities Litigation Reform Act of 1995, or by the Securities and Exchange Commission in its rules, regulations, and releases. These forward looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks include acceptance of ImaginOn software by developers and users, the successful development of competitive software to ImaginOn`s, competitive pricing pressures for ImaginOn software and services, and the availability of financing to complete management`s plans and objectives. In addition, other risks are detailed in the Company`s periodic reports and in its Form S-1 registration statement declared effective by the Securities and Exchange Commission on May 11, 2000. These forward-looking statements speak only as of the date hereof. The Company disclaims any intent or obligation to update these forward-looking statements.
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Gespannt warte ich auf die nächste Woche!

[Brasil]

Hi Pozzo !

Erzähl mir doch mal was genauer was denn diese Firma so alles macht.
Ich hätte auch gern gewusst welche den die direkten Konkurrenten sind.

Das Unternehmen selbst ist ja recht billig zu haben, aber das alleine reicht mir nicht.

Ich warte mal auf deine Antwort.

mfG
Brasil

[Pozzo]

Moin Brasil,
ImaginOn war vor ein paar Jahren noch ein kleines Sportunternehmen,wurde dann aber von Dave Schwarz(dem CEO von IMON)als Börsenmantel entdeckt und zur High Tech Schmiede umgebaut.
Dave Schwarz ist vor allem aus seiner Zeit bei Atari bekannt,er war und ist einer der visionärsten Köpfe im Bereich "Video on demand".
Leider ist der Junge seiner Zeit Jahre voraus,denn die Technik ist so schnell,so schnell ist leider (noch)keine Datenleitung.
Zum Beispiel bieten sie:"IMON in a Box" an,eine Art privater Fernsehsender übers Internet für läppsche 35000$(!!!!der mega Hit für Sex/Adult movie sites!!!!)
Die Qualität ist faszinierend,100000mal besser als RealPlayer.
Dann haben sie noch "Webzinger" eine neuartige Suchmaschine die sich ganz gut verkaufen soll.
"VIZARIO" ist das neueste von IMON,entwickelt für das Motorola Handy,eine Software/Plattform für 1000 Dienste übers Handy.
IMON hat Anfang letzten Jahres eine Niederlassung in Hong Kong aufgemacht,also auch im Asienmarkt positioniert.
Für die Playstaion2 haben sie ein Entwicklertool auf den Markt gebracht(wird auch benutzt/hauptsächlich in Japan)
Problem!
Es fehlen die Umsätze! Besser gesagt: Informationen über Umsätze.
Es gibt immer wieder interressante News,nur leider nie Informationen über Verkäufe.
Jetzt steht das delisting bevor,eigentlich!
Denn eigentlich(!) hätte das schon längst stattfinden müssen,da steckt was im Busch,die werden schon ihre Gründe haben,warum sie IMON an der Nasdaq lassen!!!!
Meine Prognose:
Entweder es kommen am 8.2.01 super Zahlen.
oder
IMON wird von Motorola geschluckt.
oder
NTT und Sony schnappen sich das Teil aus der Portokasse
oder
die guten Partnerschaften mit SUN/Microsoft/NTT/Sony/Motorola sorgen für eine sichere Zukunft.
Das wars erstmal,schaun was heute passiert.
Mein Tip: ImaginOn geht heut kurz auf 0,18 um dann auf 0,25 zu schliessen.
Ach ja: Unbedingt in USA ordern,in Deutschland so gut wie kein Umsatz.
Bis demnächst-Pozzo

[Pozzo]

Leider doch von der Nasdaq verbannt!
Da kommt man unschuldig,erholt vom verdienten Sri Lanka Urlaub zurück und was ist passiert?
Miese,Miese.
Am 12 oder 13.3 gibt es einen Conference call mit Beteiligungsmöglichkeit im Netz,mal hören wie Mr. Schwarz den Anlegern Hoffnung machen will.
Aus seinen letzten Briefen(im RagingBull Forum) klingt immer sowas wie "Übernahme" an. Ständig redet er von News,die ??? jemand machen werde,was jedoch nicht von IMONs Seite aus geschehen werde/dürfe.
Der Kurs ist abgesackt auf 0,9$,verhält sich volatil wie immer und laut Thompson-watch kaufen hauptsächlich Institutionelle Anleger in grossen Stückzahlen(kein Wunder bei dem Preis).
Auch ich werde wieder nachkaufen,IMON ist mein Grab oder mein Häuschen auf Gomera.
Irgendwann gibts die 2$ und dann werde ich tanzen!
Zum Beispiel: X-Box
Seit einiger Zeit steht auf deren Seite,dass sie da auch mitmischen,.....
Long on IMON-Pozzo

[Pozzo]

LONG!
Gestern war CC auf vcall.com,CEO David Schwarz und ImaginOn`s
Finanzchef haben über Vergangenheit und Zukunft doziert.
So entspannt war David Schwarz noch nie,kein dummes gepushe
mehr,er scheint auf dem Boden angekommen zu sein,genau wie
der Aktienkurs(0,06).
Er bestätigt die Zusammenarbeit mit Motorola("going hand in hand")
zwecks Ausbau von "Vizario",ist aber nicht berechtigt weitere
Informationen zu geben(sagen seine Anwälte).
Microsoft unterstützt ImaginOn bei der Weiterentwicklung des
eigentlichen Kerngeschäftes,der "Imon in a Box",Sony verschickt
auf eigene Kosten den "Imagine Author" an alle PS2-Spiele
Hersteller.
Alles schön und gut,leider gibt es anscheinend kein Geld von
denen,nur Zusammenarbeit und Unterstützung.
Wer weiss wie es aussehen würde,sollte Imon endgültig das Geld
ausgehen.
Der Umsatz würde con ca. 300000$ auf ca. 600000$ gesteigert,
auch in David Schwarz Augen zuwenig,er strebt mehr als eine
Verdopplung an,gibt aber kein Versprechen(nicht so wie Haffa).
In der Pipeline stehen sonst noch das PS2 Spiel "American Hero"
sowie 4 weitere PS2 Infotainment DVD`s(virtuelles Reisen).
Release unbekannt.
Alles in allem eine interressante Stunde Conference Call!
Ich bin optimistischer denn je,Video on demand ist die Zukunft!
Wie David sagt "das Problem ist die letzt Meile"
+
wie ich anfüge "alles eine Frage der Zeit"
LONG on IMON!
Pozzo

[Pozzo]

So ein Mist!
Wie negativ muss der Markt noch werden?
Trotz grosser Käufe von Bankers Trust gibt IMON nach.
Die Bashers verschwinden aus den US-Boards.
Ein neuer Zeitungsbericht über die grossartigen Chancen.
Alles verpufft.
Ob ich nochmal 100 000 Stück kaufe?
Sieht so aus als ob wir die 0,03 auch noch kennenlernen dürfen.
LONG-
Pozzo

[Pozzo]

GERÜCHT im Ragin-Bull Forum:

IMON wird nächste Woche für 2$ geschluckt!!!
--------------------------------------------

Wenns stimmt kauf ich wallstreet-online-
Pozzo

[Pozzo]

Guten!
Muss bis Mittwoch viel rumreisen,werde wenig Zeit zum traden haben,aber IMON wirds schon machen.
Der Conference Call ist lang genug her,dass endlich was passieren sollte.
Entweder der angekündigte Wechsel(Verstärkung) im Vorstand damit Dave sich wieder voll und ganz dem Entwickeln hingeben kann.
Oder der/die/das Microsoft News(siehe Raging Bull+Yahoo Board). Kann sich um Übernahme oder Einbindung von ImaginVideo in deren Media-Player.
Oder wie wäre es mit Sony?
Deren PS2 ist IMON`s 2tes Standbein.
Dann noch MOTOROLA,enge Zusammenarbeit hat Mr. CEO ja bestätigt,nur leider darauf verwiesen er sei nicht befugt mehr zu äussern-MOTOROLA will wohl selber der Herausgeber sein.
Nur wann???
Diese Woche?
Nächste Woche?
Nächsten Monat?
EGAL!!!
Bei Kursen um die 0.06 kann kaum was schiefgehen,
meiner Meinung nach.
LONG on IMON- Pozzo

[Pozzo]

Da war er also,der Knall!
Von 0,03 auf 0,13 in einer Woche,nicht schlecht.
Und das beste kommt noch:
Dave hat bei SUN einen Vortrag gehalten(immerhin ist er "King of Java"+IMON seit jeher mit denen verbunden)und einen rosigen Blick in die Zukunft geworfen(siehe Raging Bull Forum)-alle Zeichen stehen auf Sturm.
Desweiteren:
Die Übernahmegerüchte werden immer lauter
!!!(Microsoft+Intel+Motorola)!!!
Dave hat es richtig gut,er kann sich aussuchen an wen er die ImaginVideo Sparte oder gleich den ganzen Laden abgibt.
Bestimmt nicht unter 2$ und das ist extrem tief gerechnet.
Also,let`s get a millionaire!
Pozzo

[Pozzo]

Liebe Leute,die letzte Woche war ein Hochgenuss,allgemein und vor allem im Speziellen :
____________________________________________________________
IMAGINON_die erste News dieser Woche:
Aufnahme in den Microsoft Gold Club.
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IMON.OB
0.096
+0.006

delayed 20 mins - disclaimer



Tuesday April 17, 8:34 am Eastern Time
Press Release
Imaginon Selected for Membership in the Microsoft Gold Certified Partner Program
Designation comes as Imaginon launches ImaginVideo for Windows 2000 Server and its complementary authoring tool, ImaginAuthor for Windows 2000.
SAN CARLOS, Calif.--(BUSINESS WIRE)--April 17, 2001-- Imaginon, Inc. (OTCBB:IMON - news) today announced it has been selected as a new member in the prestigious Microsoft Gold Certified Partner Program. According to Imaginon Chief Executive Officer David Schwartz, membership in this the highest level of partner programs offered by Microsoft will help to ensure Imaginon customers that they are working with the highest quality interactive video software solution and authoring tool.
ADVERTISEMENT



``We are very pleased to be selected as a member of this program,`` Schwartz said today. ``This designation underscores and reinforces our position as a leading provider of interactive video software solutions and authoring tools that enable any Windows 2000 Server owner to quickly and easily create and webcast their own customized interactive video content. We believe that our membership in this program will help to ensure that our software is always on the cutting edge of new Microsoft technology developments.``

ImaginVideo for Windows 2000 Server is software that feeds video clips, synchronized text subtitles and embedded Web addresses into any Microsoft Internet Explorer 5 browser window, providing a seamless branching interactive video experience to the user. Interactive video that users can direct in real time is a significant step beyond simple streaming. Seamless branching allows viewers to decide what clip plays next, without stopping the video. Content served by ImaginVideo can be for entertainment, training, product information or video-based e-commerce.

``Given the number of choices in software products in the market today, customers need to quickly learn who is committed to integration and testing,`` said Rosa Garcia, general manager of the Partner Programs Group at Microsoft. ``They need to be assured that a software provider has a policy of platform testing and integration. With commitments to the Microsoft Windows and .NET platforms, Imaginon has clearly demonstrated that its software products are robust and credible. Microsoft is pleased to have Imaginon as a Gold Certified Partner for Software Products.``

Bundled with ImaginVideo is ImaginAuthor(TM) for Windows 2000, the authoring tool for creating interactive video entertainment, training and informational products. Featuring drag and drop diagrams for total control of the video clip database, subtitles and Web addresses, ImaginAuthor for Windows 2000 supports seamless multi-way branching of digital video at 30-frames per-second from CD, DVD, Web and LAN servers. Titles created with ImaginAuthor can play within a browser window on PCs, Macs, and, with an upgrade to ImaginAuthor Pro, on Sony PlayStation®2 systems.

According to Schwartz, ImaginVideo for Windows 2000 Server software is available for immediate delivery to customers at a suggested list price of $1,495.

The Microsoft Gold Certified Partner Program provides a way for customers to identify companies that have proven their commitment and expertise in one or more specialized areas when delivering Microsoft technologies. Microsoft Certified Partners need to meet a higher set of criteria for each category, including enhanced certification and a portfolio of real-world customer references, and are thus identified as the most skilled partners in specific solution areas.

Imaginon, Inc. is an information technology company focused on developing and marketing broadband and wireless interactive Internet and intranet software systems. ImaginVideo, the company`s lead product, is a client-server application for the delivery and management of interactive video over TCP/IP networks. The company`s objective is to become the leader in data retrieval, processing and presentation software.

ImaginVideo and ImaginAuthor are trademarks of Imaginon

and are protected under U.S. Patents.

All other trademarks are owned by their respective companies.

Except for the historical information presented herein, the matters set forth in this press release are forward-looking statements within the meaning of the ``safe harbor`` provision of the Private Securities Litigation Reform Act of 1995, or by the Securities and Exchange Commission in its rules, regulations, and releases. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks include acceptance of Imaginon software by developers and users, the successful development of competitive software to Imaginon`s, competitive pricing pressures for Imaginon software and services, and the availability of financing to complete management`s plans and objectives. In addition, other risks are detailed in the Company`s periodic reports and in its Form S-3 registration statement declared effective by the Securities and Exchange Commission on February 16, 2001. These forward-looking statements speak only as of the date hereof. The Company disclaims any intent or obligation to update these forward-looking statements.


--------------------------------------------------------------------------------
Contact:

Griffin Public Relations & Marketing
Bob Griffin, 212/481-3456
[e-mail]

[Pozzo]

Das war nicht alles,hier kommt was ganz Feines:

IMON.OB
0.096
+0.006

delayed 20 mins - disclaimer



Wednesday April 18, 8:17 am Eastern Time
Press Release
Imaginon Announces Letter of Intent for Acquisition of Its Wireless Web Subsidiary by Gallagher Research Corporation
Acquiring public company plans to change name to Wireless Web Data, Inc., will be traded on the OTCBB;
SAN CARLOS, Calif.--(BUSINESS WIRE)--April 18, 2001-- Imaginon`s stake is anticipated to be 80% of WWDI

when the deal is consummated.

Gallagher Research Corporation, a public Nevada corporation (OTCBB: GRDC - news), and Imaginon, Inc. (OTCBB: IMON - news) today jointly announced that GRDC has executed a letter of intent (LOI) concerning the acquisition of Imaginon`s wholly-owned subsidiary corporation, Wireless Web Data, Inc.(WWDI). A definitive agreement is anticipated within 30 days of this announcement.
ADVERTISEMENT



Under the terms of the LOI announced today by Imaginon Chief Executive Officer David Schwartz, and GRDC President Stephen Siedow, GRDC will issue 20 million shares of its common stock to Imaginon in order to acquire WWDI. When added to the approximately 5 million GRDC shares currently outstanding, GRDC will then have slightly less than 25 million shares outstanding, in total. Since Imaginon is currently the sole owner of WWDI, Imaginon`s ownership of GRDC will be approximately 80%, under the terms of the LOI. Simultaneous with the exchange of stock, it is planned that a minority interest in the publicly traded company will be offered to investors in a private placement transaction. Upon closing of the anticipated definitive agreement, WWDI will become a wholly owned subsidiary of GRDC, which will change its name to Wireless Web Data.

It is expected that the newly re-organized and publicly owned WWDI will develop and market Vizario(TM), the latest commercial offspring of Imaginon`s patented Transformational Database Processing and Playback (TDPP) technology that finds, formats, and presents data from either the Web or Intranet servers without a browser or Wide Area Protocol (WAP) network. According to Schwartz, Vizario promises to bring significant new benefits to telcos, wireless equipment manufacturers, and end-users. Vizario is a client-server system that features an extremely small memory footprint -- a critical requirement for widespread deployment in a variety of wireless devices. Vizario permits browserless Web searches, searches to be initiated from a desktop and retrieved by a cell phone or PDA device, as well as on-the-fly filtered and formatted search reports for small screen displays.

``This sale of WWDI to GRDC and its associated financing program should allow Vizario to be brought to market while simultaneously maximizing value for Imaginon shareholders,`` Schwartz stated today. Added Siedow, ``We are confident that acquiring WWDI will be the beginning of building a significant software business in the rapidly growing third generation wireless industry.``

Imaginon, Inc. is an information technology company focused on developing and marketing broadband and wireless interactive Internet and intranet software systems. ImaginVideo, the company`s lead product, is a client-server application for the delivery and management of interactive video over TCP/IP networks. The company`s objective is to become the leader in data retrieval, processing and presentation software.

ImaginVideo and Vizario are trademarks of Imaginon and are protected under U.S. Patents.

Except for the historical information presented herein, the matters set forth in this press release are forward-looking statements within the meaning of the ``safe harbor`` provision of the Private Securities Litigation Reform Act of 1995, or by the Securities and Exchange Commission in its rules, regulations, and releases. These forward- looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks include acceptance of Imaginon software by developers and users, the successful development of competitive software to Imaginon`s, competitive pricing pressures for Imaginon software and services, and the availability of financing to complete management`s plans and objectives. In addition, other risks are detailed in Gallagher Research Corporation`s periodic reports and Imaginon`s periodic reports and its Form S-3 registration statement declared effective by the Securities and Exchange Commission on February 16, 2001. These forward-looking statements speak only as of the date hereof. Imaginon and Gallagher Research Corporation disclaim any intent or obligation to update these forward-looking statements.


--------------------------------------------------------------------------------
Contact:

Griffin Public Relations & Marketing, New York
Bob Griffin, 212/481-3456
[e-mail]
.....................................................................................................................................Pozzo hat sich sehr gefreut

[Pozzo]

Und wird sich weiter freuen!

TDPP ist das Inrenet-Protokoll der Zukunft,
Vizario der Hype für Motorolas Iden Phones.

Umsätze werden kommen,wahrscheinlich erst im 3.Quartal,dann aber gewaltig.

LONG-
Pozzo

[Pozzo]

14,58% im Plus bei 4,81% minus im Nasdaq.
Beachtlich.
Bei so geringem Umsatz(keiner will mehr verkaufen) ist es schwer noch billig Scheine zu bekommen,versuche selber seit 2 Tagen limitiert dranzukommen,vergeblich.
In Deutschland gibts die ja leider nicht mehr,was kann ich tun?
Pozzo

[Pozzo]

Jetzt hab ich doch tatsächlich noch mal welche zu 0,08 bekommen.
Happy!
Pozzo

[Pozzo]

Hat sich mal wieder gelohnt!
LONG-
Pozzo

[Pozzo]

Liebe Leute,wir stehen bei 0,14,noch.
Die Market-Makers decken sich ein,so viele wie schon lange nicht mehr,geringer Umsatz,geringe Preisspannen,anschnallen.

Der Deal Vizario an die Börse zu bringen wird durchgezogen,bis Ende des Monats müssen/werden die Verträge unterschrieben werden.

Wie bekannt wird der Mantel von GRDC benutzt.

Die News der letzten Wochen:



Thursday May 10, 8:13 am Eastern Time
Press Release
Imaginon and Gallagher Research Corporation Sign Agreement for Acquisition of Imaginon Subsidiary
Shortly after the deal closes, the newly re-organized company, which plans to change its name to Vizario, Inc., will be traded on the OTCBB;
SAN CARLOS, Calif.--(BUSINESS WIRE)--May 10, 2001-- Imaginon to retain 77% ownership in the new company.

Gallagher Research Corporation, a public Nevada corporation (OTCBB: GRDC - news), and Imaginon, Inc. (OTCBB: IMON - news) today jointly announced that they have signed a definitive agreement for GRDC`s acquisition of Imaginon`s wholly-owned subsidiary corporation, Wireless Web Data, Inc. (WWDI), pursuant to the terms and conditions of the Letter of Intent announced on April 18, 2001. According to Imaginon Chief Executive Officer David Schwartz, and GRDC President Stephen Siedow, GRDC has filed an information statement (14F-1) regarding this transaction with the Securities and Exchange Commission. Closing of the deal is anticipated to occur on or before May 31, 2001. No shareholder vote is required of either Imaginon or GRDC shareholders for this transaction.

Upon closing, GRDC will complete its acquisition of WWDI through the issuance of 20 million shares of its common stock to Imaginon, bringing the total number of GRDC shares outstanding to slightly less than 25 million shares. As a result of this transaction, Imaginon, which is currently the sole owner of WWDI, will retain a 77% equity position in the new company, which plans to change its name to Vizario, Inc., building on the name of the product the combined company plans to bring to market later this year.

Schwartz and Siedow today also announced that, simultaneous with the exchange of stock, a minority interest in the resulting publicly traded company will be offered to private investors in the form of a $3-million private placement. According to Imaginon`s Schwartz, ``This sale of WWDI to GRDC, together with the completion of the private placement financing program, will allow our Vizario technology to be brought to market while simultaneously maximizing value for Imaginon shareholders.`` According to GRDC`s Siedow, ``The completion of this very important acquisition will form the foundation of what we believe will become a significant, third-generation wireless software business. This business will be built around the remarkable capabilities of Imaginon technology, which will be licensed to our newly re-organized company.``

Designed to put new capabilities into wireless mobile devices, Vizario(TM) will offer both consumers and businesses a completely integrated, end-to-end wireless solution. The Vizario consumer product features a client/server publishing tool allowing content carriers, promoters and content providers to distribute media assets to end users through the Vizario client. It also incorporates a web interface where end users personalize their mobile Vizario further to add additional queries that deliver customized content. This solution offers unsurpassed ease of deployment in both Java and .NET-enabled handsets. Vizario is fully scalable from simple text on 1G phones to interactive rich media over 3G wireless networks. As a vertical application suite, Vizario is an end-to-end solution for companies that require distribution of image-intensive data to mobile devices wherever finding, encoding, decoding and displaying images for decision support in the field is considered critical to the mission`s success.

Imaginon, Inc. is an information technology company focused on developing and marketing broadband and wireless interactive Internet and intranet software systems. ImaginVideo(TM), the company`s lead product, is a client-server application for the delivery and management of interactive video over TCP/IP networks. The company`s objective is to become the leader in data retrieval, processing and presentation software.

ImaginVideo and Vizario are trademarks of Imaginon and are protected under U.S. Patents.


und


Monday May 14, 4:16 pm Eastern Time
Press Release
Imaginon Announces Preliminary Financial Results for First Quarter 2001
Investor telephone conference call scheduled for 5:00PM EDT on May 23, 2001 to discuss the Company`s financial results, recent subsidiary sale, and future business development plans.
SAN CARLOS, Calif.--(BUSINESS WIRE)--May 14, 2001-- Imaginon, Inc. (OTCBB: IMON - news; www. imaginon.com) today announced preliminary financial results for the Q1 2001 reporting period ended March 31, 2001. Final results for the quarter may change prior to the Company`s 10-QSB filing with the Securities and Exchange Commission. The Company today also announced that it has scheduled an investor telephone conference call, and simultaneous Web cast, for 5:00PM EDT on May 23, 2001 to discuss the Company`s financial results, recent subsidiary sale, and future business development plans.

According to Imaginon Chief Executive Officer David Schwartz, Imaginon achieved net revenue for the quarter of $109,132, compared to net revenue of $76,912 in the Q1 2000 period. Imaginon`s net loss for the Q1 2001 quarter was $1,486,613, down from a net loss of $2,029,341 in the first quarter of 2000. Including dividends on the Company`s Series G convertible preferred stock, the net loss applicable to common shareholders for the first quarter of 2001 was $1,524,135 compared to $2,266,008 in the first quarter of 2000, which included amortization of the discount and a redemption premium related to the Company`s Series F convertible preferred stock. First quarter 2001 results also include a charge of approximately $500,000 primarily reflecting a write-off of the remaining goodwill associated with Imaginon`s March, 1999 acquisition of INOW. Subsequent to the end of the first quarter, the Company no longer considered the INOW subsidiary essential to its current business strategy and INOW was sold earlier this month.

Commenting on the preliminary financial results, as well as recent developments at the Company, Imaginon Chief Financial Officer Jim Newcomb stated that the Company was pleased that its cost reduction efforts had enabled Imaginon to substantially reduce losses as compared to the prior year. ``Imaginon is responding aggressively to the challenges presented by the current economic climate. The Company has taken the painful but necessary steps required to reduce its burn rate by one-third, year over year. At the same time, the Company is focusing on its core technology, intends to spin off promising new technologies into stand-alone companies that can enhance long-term shareholder value, and is divesting itself of non-core business assets. We believe that these steps will help strengthen Imaginon in the long-term.``

The May 23, 2001 investor conference call, which will be simultaneously broadcast over the Internet by Vcall, is open for interactive participation by the first 100 individuals who call before 5:00 PM on the day of the call. From within the United States, individuals must call 1-800-966-6338. From outside the United States, individuals must call 1-415-217-0050. Once the call is placed, interested participants should hold for the operator and request access to the ``Imaginon Town Meeting.``

Investors and other interested parties who wish to monitor the conference call in listen-only mode may do so over the Internet through Vcall at http://www.vcall.com. To monitor the conference call, individuals should go to the Vcall Web site at least 15 minutes before the call to register, download and install any necessary audio software. For those who cannot listen to the live broadcast or participate by telephone, a replay will be available shortly after the call at the Vcall Web site and an audio transcript will be available the following week at http://www.imaginon.com.



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

See ya at 3 Bucks-
Pozzo

[Pozzo]

Nur zur Information:

Conference Call auf VCall um 23:00 Uhr.
Heute.
Gleich.


-
Pozzo

[Pozzo]

Der Deal ist perfekt!

------------------------------------------------------------------------------------------------------------------------
Thursday May 24, 5:08 pm Eastern Time
Press Release
Imaginon Completes Sale of Subsidiary to Gallagher Research Corporation
The newly re-organized company will change its name to Vizario, Inc. and trade on the OTCBB;
SAN CARLOS, Calif.--(BUSINESS WIRE)--May 24, 2001-- Imaginon retains substantial ownership in the newly combined company

Gallagher Research Corporation, a publicly traded Nevada corporation (OTCBB: GRDC - news), and Imaginon, Inc., a publicly traded Delaware corporation (OTCBB: IMON - news), today jointly announced that Gallagher Research Corporation has completed its acquisition of Imaginon`s wholly-owned subsidiary corporation, Wireless Web Data, Inc. (WWDI), pursuant to the terms and conditions of the Definitive Agreement announced on May 10, 2001.

GRDC completed its acquisition of WWDI through the issuance of 20 million shares of its common stock to Imaginon, bringing the total number of GRDC shares outstanding to slightly less than 25 million shares. As a result of this transaction, Imaginon, which was the sole owner of WWDI, now owns 77% of GRDC, which will change its name to Vizario, Inc., building on the name of the product the combined company plans to bring to market later this year.

Designed to put new capabilities into wireless mobile devices, Vizario(TM) will offer both consumers and businesses a completely integrated, end-to-end wireless solution. The Vizario consumer product features a client/server publishing tool allowing content carriers, promoters and content providers to distribute media assets to end users through the Vizario client. It also incorporates a web interface where end users personalize their mobile Vizario further to add additional queries that deliver customized content. This solution offers unsurpassed ease of deployment in both Java and .NET-enabled handsets. Vizario is fully scalable from simple text on 1G phones to interactive rich media over 3G wireless networks. As a vertical application suite, Vizario is an end-to-end solution for companies that require distribution of image-intensive data to mobile devices wherever finding, encoding, decoding and displaying images for decision support in the field is considered critical to the mission`s success.

Imaginon, Inc. is an information technology company focused on developing and marketing broadband and wireless interactive Internet and intranet software systems. ImaginVideo(TM), the company`s lead product, is a client-server application for the delivery and management of interactive video over TCP/IP networks. The company`s objective is to become the leader in data retrieval, processing and presentation software.

ImaginVideo and Vizario are trademarks of Imaginon; the underlying technology is protected under U.S. Patents assigned to Imaginon.

Except for the historical information presented herein, the matters set forth in this press release are forward-looking statements within the meaning of the ``safe harbor`` provision of the Private Securities Litigation Reform Act of 1995, or by the Securities and Exchange Commission in its rules, regulations, and releases. These forward- looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks include acceptance of Imaginon software by developers and users, the successful development of competitive software to Imaginon`s, competitive pricing pressures for Imaginon software and services, and the availability of financing to complete management`s plans and objectives. In addition, other risks are detailed in Gallagher Research Corporation`s periodic reports and Imaginon`s periodic reports and Imaginon`s Form S-3 registration statement declared effective by the Securities and Exchange Commission on February 16, 2001. These forward-looking statements speak only as of the date hereof. Imaginon and Gallagher Research Corporation disclaim any intent or obligation to update these forward-looking statements.


--------------------------------------------------------------------------------
Contact:

Griffin Public Relations & Marketing, New York
Bob Griffin, 212/481-3456
[e-mail]
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Jetzt heisst es warten.
-
Pozzo

[Pozzo]

Conference Call von ImaginOn (IMON):
------------------------------------------------------------

1.Begrüssung und routiniertes,zügiges Berichten über die vorausgegangenen News,Quartalsbericht.
Alles bekannt.

2.Er sprach die PS2 Trade Show letzten März an,kündigte 2 neue Microsoft XP Trade Shows an(eine???hab ich nicht verstanden wann,die zweite Ende Juni)

3.IMON wird 20 000 000 Shares,also 77% des neu gegründeten Vizario-Mantels erhalten.
Einnahmen durch Lizenzen auf der einen Seite und vor allem
der Anteil am neu gelisteten Stock sollen den erhofften Shareholder Value bringen.
-Schwarz berichtete von Gesprächen mit mehreren interressierten Market Makern.
-er nannte Opening Preise von mindestens 1 Dollar,eventuell höher.
-20 000 000 Shares mal 1 Dollar
oder vieleicht sogar 20 000 000 mal 2 Dollar?!?
Begründet hat er die Ausgliederung mit den fehlenden finanziellen Möglichkeiten alles selber machen zu können.
Aber! sie hätten das Wissen.

4.Jetzt erwähnte er die Microsoft Cooperation,"walk slow",die ersten laufen.

5.ImaginVideo ist und bleibt die grosse Nummer im Haus,dafür gilt es zu leben.
Ein definitives Statement in Richtung Microsoft.

6.Jetzt meldete sich kurz Jim(CFO) und unterstützte Dave`s Plädoyer pro ShareHolderValue in Bezug auf den Vizario Deal.
Ausserdem hat er(zwar etwas später)die Aktionärsstruktur von GRDC erläutert:
-2 Grossinvestoren(Siedow+Fong wahrscheinlich)
-85 Kleinaktionäre
(siehe SEC Filling bei www.edgar)


Der ganze erste Teil war sehr zügig,sachlich,konzentriert,ruhig,gelassen.
------------------------------------------------------------


1.Anrufer:
wollte wissen wie GRDC auf 1 Dollar kommen soll.
-Namensänderung,Markteinführung laut Gesprächen mit MarketMakern mindestens bei 1 Dollar.
-versprach den besten Preis rauszuholen im Sinne des ShareHolderValues


2.Anrufer:
wollte wissen wann denn endlich Umsätze/Einnahmen kommen.
-Vizario Software ist neu,Umsetzung alleine nicht möglich,
Beteiligungsmöglichkeit für grosse Partner schaffen
-er ist laut Anwalt nicht befugt über revenues zu reden,ist aber "optimistic about"
-der Microsoft Deal verspreche einiges,aber he "cant decline numbers"


3.Anrufer:
wollte wissen was IMON denn von Gallagher/GRDC bekommt,tatsächlich,Cash.
-500 000 Dollar Lizenzeinnahme/Quartal
-die erwähnten 77%
wollte wissen was Fong mit der ganzen Sache zu tun hat.
-Dave erklärte Fong sei immerhin Founder in 96 gewesen,hat schon früher mit seinen Kontakten Geldgeber aufgetrieben,kriegt wenn alles abgeschlossen ist preffered shares.

wollte wissen was mit den IDEN Phones ist.
-Motorola baut ohne Unterlass,trotzdem ist eine leichte Verspätung wahrscheinlich,"it`s rolling"
-Jetzt phillosophierte Dave über die Zukunft im Handy Markt:
Es geht um die nächste Generation,die Verbindung von mobilem Computer+Handy=Pocket PC`s.
Diese laufen auf XP und seien endlich soweit die Welt zu verändern.Handys sind viel zu begrenzt.

wollte wissen ob weitere Abspaltungen anstehen.
-kommt drauf an wie`s läuft,könnte eine interressante Möglichkeit sein,nix konkretes



4.Anrufer:
wollte genaueres über die Aktienstruktur bei GRDC wissen.
-(wie schon erwähnt)2Gross/85Kleinaktionäre
-IMONs 77% Anteil ist erst nach langen Haltefristen freigegeben für den free-float,wenn überhaupt
-genaueres nach Beendigung der Verhandlungen mit GRDC
-noch ein Plädoyer über die "next generation" der Pocket Pc`s,Vorteile für e-mail,Video,Music,Entertainment
-"more popular" als HeimPc`s.


5.Anrufer:
wollte wissen wie es denn mit der PS2 ausschaut.
-(etwas genervt) erklärt Dave dass es nicht in seiner Macht liegt genaueres bekanntzugeben-das sei Sonys Sache(es nervt ihn wohl selber)
-er bekräftigte,der ImagiAuthor sei die "only interactive plattform for developers",sie wird benutzt
-er bestätigt das versenden von 300 ImaginAuthor Cd`s an Spieleentwickler auf Sonys Kosten,er meint es sei besser in Richtung Microsoft zu investieren(auf eigene Kosten)

wollte wissen ob Dave noch die Boards liest und warum er nicht mehr postet.
-er liest regelmäsig,auf Rat seines Anwalts lässt er es aber lieber bleiben zu posten


6+7.Anrufer:
Wollte wissen was es mit der Aufnahme in den Microsoft Gold Club auf sich hat.
-Dave betonte die Exclusivität,der Nutzen durch Kontakte,gegenseitige Befruchtung,stolz dabei zu sein
-im HighTech Gebiet "Bay Area" gibt es zum Beispiel nur 10 Gold Members Firmen
-wird sich auszahlen,ein entscheidender Schritt

wollte wissen was aus dem ImaginVideo Server für 35000 Dollar geworden ist,Einnahmen etc.
-das Teil wird nicht mehr produziert nachdem sie mit dem Preis bis auf 16000 Dollar runtergehen mussten
-stattdessen verkaufen sie die Software für etwa 1800 Dollar die auf Windows 2000 Servern für Benutzer das gleiche bringt und mehr Einnahmen bei weniger Kosten für IMON

wollte wissen wie es denn bei IMON.HK aussieht.
-der Laden läuft,ist nach wie vor ein eigenständiges Unternehmen,IMON kriegt Lizenseinnahmen,mehr nicht,aber immer mehr

wollte wissen wann Vizario kommt.
-in 6-9 Monaten seines Wissens nach

wollte wissen wie die Chancen auf Wiedereinstieg im Nasdaq liegen.
-ein erfolgreicher Start von Vizario(GRDC) könnte die Probleme von selber lösen(er meint den 1 Dollar minimum Preis)


8.Anrufer(FAYE!):
wollte wissen wann man shares vom neuen Unternehmen kaufen kann.
-erst muss der Vertrag unterschrieben werden,bis 31.05.2001
-dann muss GRDC ein 8k-Filling einreichen,dauert "a few days"
-dann gehts zu StandardPoors
-schliesslich die Market Makers stellen einen Preis


9.Anrufer:
wollte nix mehr wissen,bedankte sich für den informativen Call,lobte Dave und Jim für ihre entspannte Vortragsweise.



10.Verabschiedung durch Dave
------------------------------------------------------------------------------------------------------------------------

So das war der Conference Call,ich hoffe nix wichtiges vergessen zu haben.

-
Pozzo

[schlaglicht]

ich bin gespannt, wie es weiter geht, auch wenn ich nicht allzu euphorisch bin, zumal ich die bedenken derer, die nicht genau wissen, ob sich genügend investoren finden, die in eine VIZO investieren, deren umsatz bislang bei null liegt, auch teilen kann.

der cc ist ja auch auf vcall archiviert - und pozzo, ich muss sagen eine ausgezeichnete zusammenfassung, solche threats @ w:o und die seite wäre wieder lesenswert...

let`s hope together

mit herzlichem gruss
schlaglicht

[web1]

Tut mir leid, aber vergesst es.

Wieso hat (unter Insiders bitte sehen) der Finance Officer JETZT für 0,09 wieder 300.000 Stück verkauft???
Denkt Ihr dass Ihr mehr wisst als ER ??????????

[Pozzo]

@web1:
Wo zum Henker findest Du diesen Verkauf???
Ich suche jetzt seit 30 Minuten und find nix.
Bitte um Hilfe!!!

Ansonsten muss ich sagen,dass ich mich viel ruhiger fühle.
Nicht nur weil ADAM und XYBR grad nach dem nachkaufen abgegangen sind,NEIN;der Conference Call hat mir wieder Frieden gegeben.

Quatsch.
Ich glaube an IMON,die Konzentration auf Handheld+Pocket Pcs mit Microsoft im Rücken hört sich vielversprechend an.
Den Handy Markt so nebenbei mit Vizario zu versorgen find ich klasse,ausserdem scheint das die einzige Möglichkeit zu sein eventuell doch wieder in den Nasdaq zu kommen.
Microsoft,immer wieder Microsoft!
Ich bin sehr gespannt was nach den X-Box Trade Shows an News kommen wird.
Ausserdem bin ich fest davon überzeugt,dass sich entweder Motorola,Alcatel oder Vodaphone um Anteile an Vizario reissen werden.(Habe heute alle 3 angemailt um herauszufinden wie bekanntVizario tatsächlich ist)
Wenn dann noch Träume wahr werden,zum Beispiel 4 Dollar als Opening,.....(siehe Raging-Bull).....schön wärs schon.
Dann ist da noch der Chart!
Wenn die 0,15 durchbrochen wird gibts kein halten mehr,kurzfristig jedenfalls.
Nasdaq wir kommen-
Pozzo

[Pozzo]

Das Volumen steigt wieder!

Und wo geht es hin?
0,15!!!

Meine Damen und Herren,
es geht aufwärts,seht euch nur mal den Chart an,zum Beispiel den "5 Day Forecast" bei -www.tradetrek.com-,
der Hammer,und überhaupt,bis auf 2-3 Kriterien erfüllt Imaginon alle Voraussetzungen zum kometenhaften Anstieg(rein Charttechnisch).

0,153 im Moment bei 612 000 Shares,sieht verdächtig gut aus!

-
Pozzo


@web1:
Wo hast Du diese angeblichen Verkäufe denn nun gefunden?

[schlaglicht]

pozzo .. hast du gesehen:

http://www.edgar-online.com/bin/edgardoc/finSys_main.asp?dcn…

[Pozzo]

@schlaglicht:
Noch nicht,aber gleich!

Hier das neueste:

Thursday May 31, 9:30 am Eastern Time
Press Release
Imaginon Debuts ImaginVideo Working With Microsoft SharePoint Team Services At Microsoft Office XP Launch Events
A recognized leader in the development of infrastructure enabling applications software, Imaginon, a Microsoft Gold Certified Partner, is participating in Office XP launch events that begin today;
SAN CARLOS, Calif.--(BUSINESS WIRE)--May 31, 2001-- Imaginon is debuting ImaginVideo(TM) working with Microsoft`s new
SharePoint(TM) Team Services, which allows for the seamless sharing
of information between Office XP applications and client Web sites.

Underscoring the unique value added benefits its core infrastructure enabling technology can bring to enterprise system developers and information managers, Imaginon, Inc. (OTCBB: IMON, www. imaginon.com) today will debut its ImaginVideo client-server interactive video application working with Microsoft`s new SharePoint Team Services. According to Imaginon Vice President of Network Systems, Abe Matar, today`s debut will coincide with two San Francisco Bay Area Microsoft XP launch events in which Imaginon will participate as a Microsoft Gold Certified Partner.

``Our ImaginVideo client-server application adds tremendous value to the Microsoft SharePoint Team Services solution,`` Matar said today. ``It extends the capabilities of SharePoint Team Services by enabling enterprises to easily add, manage and maintain interactive video assets for training, product information, sales, and marketing. Our goal is to work with Microsoft to ensure that any business can effectively, easily and reliably deploy the latest technology for interactive video over TCP/IP networks.``

Part of the Microsoft Office XP launch program, Microsoft`s SharePoint Team Services is designed to help users share information via the Web. It allows for the seamless sharing of information between Office XP applications and client team Web sites. Team members can upload documents, participate in discussions and surveys, and add content such as announcements and events.

``When developing Office XP, Microsoft made improvements over past versions to help people work smarter,`` said Lisa Gurry, product manager for Office at Microsoft Corp. ``One of the most significant innovations is SharePoint Team Services, which offers a prebuilt Web site to help teams more effectively communicate and manage projects. We are excited to have Imaginon and ImaginVideo on board to help extend the power of SharePoint Team Services.``

Imaginon will be demonstrating the unique ways ImaginVideo extends the performance range of SharePoint at two upcoming Bay Area Office XP launch events: May 31, 2001 in San Francisco at the Sony Metreon iMax Theatres and June 5, 2001 at the Microsoft Silicon Valley Campus in Mountain View. Up to 2500 or more IT professionals and enterprise business decision makers are expected to attend these Office XP launch events.

Imaginon, Inc. is an information technology company focused on developing and marketing broadband and wireless interactive Internet and intranet software systems. ImaginVideo, the company`s lead product, is a client-server application for the delivery and management of interactive video over TCP/IP networks. The company`s objective is to become the leader in rich media data retrieval, processing and presentation software.

ImaginVideo is a trademark of Imaginon and is protected under U.S. Patents. All other trademarks are the property of their respective owners.

Except for the historical information presented herein, the matters set forth in this press release are forward-looking statements within the meaning of the ``safe harbor`` provision of the Private Securities Litigation Reform Act of 1995, or by the Securities and Exchange Commission in its rules, regulations, and releases. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks include acceptance of Imaginon software by developers and users, the successful development of competitive software to Imaginon`s, competitive pricing pressures for Imaginon software and services, and the availability of financing to complete management`s plans and objectives. In addition, other risks are detailed in the Company`s periodic reports and in its Form S-3 registration statement declared effective by the Securities and Exchange Commission on February 16, 2001. These forward-looking statements speak only as of the date hereof. The Company disclaims any intent or obligation to update these forward-looking statements.


--------------------------------------------------------------------------------
Contact:

Griffin Public Relations & Marketing, New York
Bob Griffin, 212/481-3456
[e-mail]
------------------------------------------------------------------------------------------------------------------------

bis später-
Pozzo

[Pozzo]

@schlaglicht:
Du das ist kein Scherz,"Sie haben keine Berechtigung diese Seite..." kommt da bei mir am Schirm.
Kannst Du mir vieleicht beschreiben was da steht,
oder vieleicht den Inhalt mailen???
Gespannt-
Pozzo

[Pozzo]

Wahnsinn!
Schon über 0,19,fast 0,20,
da geht was.
Wie gesagt,bei dem Chart muss es einfach klick machen,
dann die News heut morgen.
Tolles Timing,spitzenklasse!
1 Dollar in 1 Woche!
-
Pozzo

[schlaglicht]

GALLAGHER RESEARCH CORPORATION
12373 East Cornell Avenue
Aurora, Colorado 80014
[phone]


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


INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14F-1 THEREUNDER
This Information Statement, which is being mailed on or about May 10, 2001 to the holders of record of shares of Common Stock, par value $.001 per share (the "Common Stock") of Gallagher Research Corporation, a Nevada corporation (the "Company"), is being furnished in connection with the designation of certain persons as directors of the Company pursuant to a Stock Purchase Agreement and Plan of Reorganization dated as of May 4, 2001 (the "Agreement"), by and among the Company, Imaginon, Inc., a Delaware corporation ("Imaginon") and Wireless Web Data, Inc., a Delaware corporation and wholly-owned subsidiary of Imaginon ("WWDI"). The information contained in this Information Statement is being provided pursuant to Section 14(f) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 of the Securities and Exchange Commission (the "SEC") thereunder.

The Agreement provides that at the closing of the transactions contemplated by the Agreement (the "Closing"), Imaginon will sell and transfer to the Company all of the outstanding shares of WWDI common stock, and in exchange, the Company will issue and deliver an aggregate of 20,000,000 shares of the Company`s Common Stock (collectively, the "New Shares") to Imaginon and certain of Imaginon`s officers and directors. This transaction as contemplated in the Agreement is sometimes referred to below as the "Exchange". NEVADA LAW DOES NOT REQUIRE APPROVAL OF THE EXCHANGE BY THE COMPANY`S SHAREHOLDERS, AND SUCH APPROVAL WILL NOT BE SOUGHT.

The Exchange is anticipated to be treated as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and the Company expects to account for its acquisition of WWDI using the purchase method of accounting.

The Closing is expected to occur on or about May 31, 2001. The Agreement provides that upon the Closing, the current officers and directors will resign from office and be replaced by persons designated by Imaginon.

Immediately following the Closing, the Company will have issued and outstanding 24,768,000 shares of Common Stock. Imaginon will hold directly an aggregate of 19,080,000 shares, or 77%, of the issued and outstanding shares of Common Stock.



1

--------------------------------------------------------------------------------
Other than as disclosed in this Information Statement, there is no arrangement or understanding between the Company (or any of its officers or directors) and any other person pursuant to which such person was or is to be selected as a director or officer. The directors and officers are expected to devote their time to the Company`s affairs on an "as needed" basis, but will not be required to make any specific portion of their time available to the Company.
NAME CHANGE. The Agreement also provides that, as soon as reasonably possible after the Closing, a special meeting of the Company`s shareholders will be called for the purpose of voting upon a change of the Company`s name to "Wireless Web Data, Inc." or another name to be determined.

WARRANT DISTRIBUTION. Pursuant to the terms of the Agreement, after the Closing, the Company will distribute to certain persons three-year warrants permitting each of such persons to purchase Common Stock of the Company for an exercise price of $.10 per share. It is currently contemplated that Gulfstream Financial Partners, LLC, a consultant to the parties in the Exchange, will receive warrants to purchase an aggregate of 2,452,000 shares of Common Stock, and World Capital Funding, LLC, a consultant who will assist the Company in raising equity funding after the Closing, will receive warrants to purchase an aggregate of 495,360 shares of Common Stock. In addition,certain officers and directors of Imaginon will receive warrants to purchase an aggregate of 1,400,000 shares of Common Stock for an exercise price of $.10 per share. The Common Stock purchasable upon exercise of the warrants will be registered under the Securities Act of 1933, as amended (the "Securities Act"), on an appropriate form.

ALL INFORMATION SET FORTH IN THIS INFORMATION STATEMENT CONCERNING IMAGINON AND WWDI, RISKS ASSOCIATED WITH WWDI`S BUSINESS, AND WWDI`S PLAN OF OPERATION FOR THE COMPANY FOLLOWING THE EXCHANGE, HAS BEEN PREPARED SOLELY BY IMAGINON AND WWDI. ALL INFORMATION CONCERNING THE COMPANY HAS BEEN PREPARED SOLELY BY THE COMPANY.


TERMS OF THE AGREEMENT
The material terms and conditions of the Agreement are summarized below. For more detailed and complete information concerning the Exchange and related transactions, please refer to the Agreement.

TERMS OF THE EXCHANGE

Pursuant to the Agreement, the Company will issue the New Shares to Imaginon (WWDI`s sole shareholder), in exchange for which Imaginon will transfer to the Company all of the issued and outstanding capital shares of WWDI. As a result of the Exchange, WWDI will become a wholly owned subsidiary of the Company. The Exchange will not cause any change in the Certificate of Incorporation or Bylaws of the Company.


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The New Shares will not be registered under the Securities Act, but will be issued in reliance upon an exemption from the Securities Act`s registration requirements provided by Section 4(2) of the Securities Act. The Company believes that the exchange of shares contemplated in this Information Statement will be exempt from registration under Section 4(2) of the Securities Act on the basis that it is a transaction not involving a public offering, because:
(a) the New Shares will be offered solely to a small, identifiable class of persons, namely Imaginon, the sole shareholder of WWDI, and certain of Imaginon`s officers and directors (collectively, the "Issuees");

(b) Each of the Issuees will affirmatively represent to the Company that, among other things, it is taking the New Shares for investment with no current intention of reselling or distributing the New Shares, and that it has sufficient knowledge and experience in business, financial and tax matters to evaluate the risks and merits of exchanging the WWDI shares for the New Shares;

(c) Each of the Issuees will be given information or access to information about the Company equivalent to what would have been contained in a registration statement filed under the Securities Act, and each Issuee will acknowledge this fact; and

(d) all of the New Shares issued by the Company will bear a customary form of investment legend restricting transfer, and a stop transfer order will be placed in the transfer records as to all such shares.

All certificates evidencing the New Shares will bear a customary form of investment legend, and the New Shares may not be sold, pledged, hypothecated or otherwise transferred unless first registered under the Securities Act or pursuant to an available exemption from such registration requirements.

CHANGE IN OFFICERS AND DIRECTORS

At the Closing, James A. Newcomb, David M. Schwartz and David A. Caney (the "Designees") will become directors of the Company, and Stephen M. Siedow will cease to be a director or officer. Immediately following the Closing, the Designees will constitute all of the directors of the Company. Upon Closing, James A. Newcomb will serve as President and Chief Financial Officer of the Company, and David A. Caney will serve as Corporate Secretary of the Company.

CONDITIONS PRECEDENT TO CLOSING

The Company, Imaginon and WWDI are not required to complete the Exchange unless a number of conditions are satisfied by Closing, including the following:
(a) all material consents and authorizations required in connection with the performance of the Agreement have been obtained; (b) neither the Company nor WWDI have experienced any materially adverse changes in operations or financial


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condition since the date of the Agreement; (c) the representations and warranties of the parties are true and correct, and (d) all covenants of the parties have been fulfilled and all deliveries of documents have been made, as of the Closing.
TERMINATION

The Agreement may be terminated by any party if the Closing does not occur prior to June 1, 2001, unless extended. In addition, the Agreement may be terminated by the mutual written agreement of the Company, Imaginon and WWDI, and may be terminated by any party if the conditions precedent to the parties` respective obligations were not satisfied, or if the closing of the Exchange becomes inadvisable by reason of the institution of any governmental investigation or any lawsuit or other proceeding.

REPRESENTATIONS AND WARRANTIES; COVENANTS AND AGREEMENTS

The Agreement contains certain representations, warranties, covenants and agreements by the Company, Imaginon and WWDI regarding, among other things, the accuracy and completeness of information supplied in connection with the Exchange. The Agreement, among other things, prohibits the Company from: (i) selling or transferring any of its assets or property; (ii) making any distribution, whether by dividend or otherwise, to any of its stockholders or employees except for compensation to employees and payments to associated companies for goods and services, in the usual and ordinary course of business;
(iii) declaring any dividend or other distribution; (iv) redeeming or otherwise acquiring any shares of its capital stock or other securities; (v) issuing or granting rights to acquire shares of its capital stock or other securities; or
(vi) agreeing to do any of the foregoing things. Unless and until the Agreement is terminated, the Company is also prohibited from engaging in negotiations to acquire any other company or engage in any transaction similar to the Exchange.

EXPENSES

Each party will bear its own expenses incurred in connection with the Exchange.

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INFORMATION CONCERNING IMAGINON AND WWDI
GENERAL INFORMATION

WWDI is a privately held corporation organized under the laws of the State of Delaware in July 2000. WWDI`s authorized capital stock consists of 30,000,000 shares of common stock, $.001 par value, of which 6,000,000 shares have been issued and are outstanding, and 10,000,000 shares of preferred stock, $.001 par value, of which no shares are issued or outstanding. All of WWDI`s outstanding common stock is held by Imaginon, a publicly-traded information technology company focused on developing and marketing broadband and narrowband network software to businesses and institutions.

WWDI`S BUSINESS

WWDI was incorporated in July 2000 as a Delaware subsidiary of Imaginon, to continue the development and commercialization of Internet and intranet database processing software for wireless applications (the "WWDI System"). WWDI`s business headquarters are currently located at 1313 Laurel Street, Suite 4, San Carlos, California 94070.


BACKGROUND
The number of cellular telephones and personal digital assistants with Internet access is growing rapidly. Finding relevant information on the Internet is a daunting task that requires considerable skill. The WWDI System simplifies this difficult task not only on regular personal computers but on wireless handheld devices as well.


WWDI`S SOLUTION
WWDI intends to address the unsolved requirements of the marketplace through an innovative application of proprietary technology licensed from Imaginon. See "WWDI`s Business - Technology." WWDI intends to develop and commercialize new products for use in wireless Web data acquisition, formatting, and delivery. By using the WWDI System, information in all its forms, including text, audio, video and graphics, will be easily located and automatically downloaded to any digital device, even a cell phone. At present, WWDI knows of no other technology, product or service that is fully automated, media-savvy, multi-device compatible, hands free and can allow the user to easily find text, audio, video and graphics on the Internet. It will be a Web-based system that will have a major impact on the way that information is harvested and presented to users.

The first new development by WWDI in connection with the WWDI System will be the Wireless Data Server Engine. The store and forward capability of this system will allow users to initiate an Internet or intranet data request from their desktop personal computer or cell phone, and then see or hear the results at a later time on their phone or other portable device. Data requests may be for any type of information, from stock reports to movie times, and even audio or video files.


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With the WWDI System, there`s no need to type cryptic addresses or look through thousands of Web sites or corporate server pages to gather information. The WWDI System knows what to look for based on the context of the user`s activity. The WWDI System finds the desired information and then displays it in the format appropriate for the user`s device. When the user is interacting with a personal computer, the report is formatted to fit within a Web browser window. When the user is viewing television, the report can scroll below the video, or open a picture-in-picture window. When the user is on a cell phone, the report fits in the display window of the phone, and scrolls up and down. When the user is on his or her wireless handheld device such as a Palm Pilot, the report fits the screen, page by page. WWDI`s audio interface means users can request information by voice, and get spoken reports, as well as help, on devices that support voice-initiated commands.
From the user`s point of view, WWDI provides a simple way to get any kind of data from the Web or an intranet; including audio, video, and properly formatted text reports. Internally, the technology employed by WWDI differs from conventional methods in many respects. The areas of differentiation are database construction, user Interface, search method and presentation method.


Database Construction
Most data services build a database of Web sites or intranet server pages by using a software robot that fetches each page`s own description of itself. Then, keywords in that description are used to categorize the site. When the user makes a data request based on a key word or phrase, those key words act as indexes into the database. The result is a list of possible Web sites or intranet pages to visit, with those sites` description of themselves included in the list. This method of building the database relies entirely on the veracity of a site`s own description, which may be incorrect, or intentionally misleading.

The WWDI System builds and updates its database by actually visiting Web sites and intranet pages and reading a substantial amount of the actual text on each site. The site`s text is then combed for the keywords that verify the subject matter. Additionally, all rich media assets on the site are analyzed, such as graphics, audio and video being noted. This procedure results in a search database that is highly accurate, up to date, with media asset references.


User Interface
Every major data service interfaces with its users via a text window, in which users type the key words or phrase of interest. Text input works well for people who own computers and know how to use them. For the rest of the population, a less complex and friendlier interface is required.


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The WWDI System is designed to accept input from a wide range of devices and methods. Cartoons, pictures or icons can be used to initiate searches on devices with limited display space, or on devices that don`t have keyboards, such as cell phones. Voice-activated searches, using speech recognition software will also be useful for non-personal computer devices.

Search Method
Major data services and search engines build a list of potential "hits" that match the user`s topic of interest by searching only their own database, with no verification that any site in the list still exists, or is actually relevant. The chances are, many of the sites listed are no longer current, and many will be off-topic.

The WWDI System uses its own database, which is verified at the time it is built, as well as lists from other search engines` databases. Then, each site on the list is actually visited and read to verify it is relevant, before being presented to the user. If the user has requested rich media, such as graphics, audio or video, the presence of those assets on the target sites will also be verified.


Presentation Method
Every major data service and search engine presents its results to the user as a simple list. The list may contain a description of the site, or the first paragraph of text from the site. Typically, the list is ordered from top to bottom according to the likelihood that the site matches the search criteria.

The WWDI System presents formatted reports to its users. These reports contain the actual reformatted text from the sites, plus rich media assets like graphics, audio and video, if the user requested them. This report building capability is controlled so that the report`s format matches the display capability and channel capacity of the target system. This way, a cell phone display can be used effectively. The WWDI System can also build slideshow-style presentations. The slide shows can be simple linear shows, like a Microsoft PowerPoint presentation, or structured. Structured playback, which is unique to the technology licensed from Imaginon, means the user can cause the slide show to branch from one path through the slides to another, by clicking on the display screen.


WWDI`S BUSINESS STRATEGY
WWDI intends to build its business by providing services and software to businesses and institutions for their own use, and to communications companies that want to offer advanced data services to their subscribers. Businesses and institutions will either buy WWDI software for their own Internet or intranet data servers, or buy turnkey servers already loaded with WWDI software. Communications companies will also have the choice of buying software only, or turnkey WWDI servers. WWDI software and equipment can either be purchased outright, or paid for on a per-use basis, with extended financing provided by WWDI via leasing arrangements.


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Management believes that WWDI will have at least three ways to generate revenue: selling WWDI servers or WWDI server software directly to businesses and institutions for their own use, operating WWDI`s servers including the WWDI System as an advertiser-supported service, and selling subscriptions to the WWDI data service via cell phone system partners. These three target markets are all part of the rapidly developing multiple device wireless information market. According to the Yankee Group, there are over 300 million digital wireless device users, mostly cell phones, today. This number is expected to grow to over 1 billion users within the next four years. In the wireless information market, WWDI can either sell turnkey WWDI servers, or partner with industry-leading marketers and digital communications companies. Partners will get a customized version of WWDI Online aimed at their audience and hosted by WWDI`s own servers, at zero cost to the partner. In return, WWDI will receive a fee per search, a fee per subscriber, or a percentage of advertising revenues.

WWDI Cell Phone Data Service
By partnering with cell phone system operators, of which there are over 300 in the U.S. alone, WWDI will be able to offer subscriptions to a localized version of WWDI`s database, optimized for use on a cell phone or personal digital assistant. Localization based on the radius of coverage of a cell phone operator means creating a WWDI database that is geographically biased to the metropolitan area the cell phone user is presently in. WWDI`s icon-driven input capability will provide the cell phone`s graphical user interface with a compact means of representing data categories. A search for local restaurants could start with the fork and knife icon, then offer icons for fish, fowl, veggies or meat. WWDI would find and display a keypad-linked list of Web-based results. Then, one touch on the keypad would dial the selected restaurant.


WWDI Advertiser Supported Data Service
WWDI could operate a free service accessible to anyone with a Web browser. This service will become advertiser supported, once traffic reaches the point where that is feasible. The WWDI research reports generated by the service have the potential to become an advertising and delivery medium. To attract partners and advertisers, WWDI`s system will be customized for each industry partner to appeal and function optimally for that partner`s target audience.


WWDI Server and Software Sales
The WWDI server will be delivered to customers in a turnkey hardware/software bundle. The hardware will be either an Intel-based rack mount unit or a Sun Microsystems rack mount unit. These are industry-standard platforms without any modifications. The software, which will be customized for each customer, runs under either Linux or Windows 2000 Server on the Intel platform, and under Solaris on the Sun platform. The WWDI server software is Java code that spawns a Java client inside either the user`s Microsoft Internet Explorer Web browser or the Netscape Navigator Web browser. WWDI also offers its own "Pure Java" browser, which is useful in devices such as set top boxes that have small memories. WWDI`s server-side software will download Web content to any Java-enabled handheld device.


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Prices for WWDI base server hardware/software bundles will depend on the system data throughput capacity required by the customer. Every WWDI base server accepts expansion modules that can increase capacity to hundreds of thousands of transactions per minute, should the customer need it.
TECHNOLOGY

The WWDI technology that the WWDI System will initially use was licensed from Imaginon effective as of April 23, 2001. David M. Schwartz and Leonard Kain founded Imaginon in 1996 to develop better ways for businesses and consumers to take advantage of the Internet and personal computers. The Imaginon technology invented by Messrs. Schwartz and Kain is the subject of two United States patents, Patent Nos. 5,905,988 and 5,607,356.

The embodiment of the two Imaginon patents licensed for use in the WWDI System is referred to as Transformational Database Processing and Playback, composed of a set of 14 software tools. In the hands of webmasters and programmers, these tools are used to create new applications and content. New products created with these tools are characterized by seamless real-time access to video, audio, graphics, text, HTML and 3D objects from multiple remote or local databases.

The technology used in the WWDI System has three components:

- database analysis
- network synthesis
- real-time adaptive playback

The source database for the analysis can be any data file or set of data files which may contain multiple classes of data, such as text, graphics, video or audio. In the case of WebZinger, which is currently distributed by Imaginon, the source database is the entire World Wide Web, where allowable data classes are images, movies, audio, text, HTML and Java applets. During database analysis, filters based on selection criteria are used to screen out irrelevant data and accept desirable data. The organization of the data with respect to its position in the database is preserved.

Network synthesis is the process of creating a "playable" network consisting of data items and decision points. The synthetic network is hierarchical and tree-like in that it has a trunk, branches and leaves. Decision nodes, which are the points within a network where an item resides, or a connection is made to an item in the network, connect the branches to the trunk and the leaves to the branches. The distance from the trunk at which a data item is placed out on a branch is usually determined by its quality of match to the database analysis criteria. The network synthesis process can be entirely automatic or manually guided.


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Real-time playback is the part of the technology that most users see. The desired data items selected during database analysis and organized within a synthetic network are played in real time, sequentially and seamlessly. When the synthetic network contains solely digitized film clips, the resulting playback forms an interactive movie. If the network is populated with still images, such as Web pages, playback forms an interactive slide show. A network filled with text pages is a hypertext electronic book, magazine or newspaper. Synthetic networks can be layered one on top of the other, with live cross-references.

License Terms
WWDI`s rights to the WWDI System are set forth in the Technology License Agreement by and between Imaginon and WWDI, effective April 23, 2001. The License Agreement grants WWDI an exclusive, worldwide, perpetual right to use, reproduce, modify, distribute directly and indirectly and make deriviative works of the WWDI System for wireless device and wireless Internet applications other than the Internet television applications pursued by Imaginon. WWDI also receives the right to use the names "WebZinger" and "Vizario" in association with products derived from the licensed technology.

The License Agreement specifically provides that Imaginon continues to own all right, title and interest in and to the licensed technology and has retained the right to use the WWDI System in connection with its Internet television applications. WWDI has the right to modify and further develop the WWDI System, and the License Agreement provides that WWDI will own all right, title and interest in any modifications, improvements or enhancements to the licensed technology that WWDI may make. However, the licensed technology does not include any upgrades, new versions or releases, enhancements or updates to the licensed technology developed by Imaginon, unless Imaginon so agrees.

The License Agreement sets forth certain other restrictions on WWDI. It provides that WWDI may not reverse assemble, de-compile or reverse engineer the licensed technology except as specifically authorized in writing by Imaginon. WWDI must include an end user license with each copy of a product developed and licensed or sold which includes the licensed technology. The licensed technology may not be marketed, sold, or otherwise conveyed to the United States government or any foreign government without Imaginon`s prior written consent. WWDI must provide all customer support for the licensed products.

WWDI will pay Imaginon an aggregate license fee of $2,000,000 under the License Agreement. The first payment of $500,000 is due and payable upon the delivery by Imaginon of the licensed technology. Thereafter, WWDI will make quarterly payments of $500,000 until the license fees are paid in full. WWDI must also pay all license fees and royalties with respect to any third party proprietary rights and technologies which are required for the exercise of WWDI`s rights under the License Agreement, and is solely responsible for all international, federal, state and local sales, use, value-added and excise taxes with respect to the licensed technology and the products derived therefrom. The License Agreement also provides for mutual indemnification and confidentiality.


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The License Agreement provides for termination by either party for cause, immediately upon the occurrence of certain events, including the appointment of a receiver, making of a general assignment for the benefit of creditors or filing for bankruptcy by the non-terminating party, or an uncured default or violation of any covenant, agreement, representation or warranty in any material respect by the non-terminating party. In the event of termination, all end-user licenses will remain in effect and Imaginon will continue to provide maintenance support.
PRODUCT DEVELOPMENT

The first product under development for WWDI by Imaginon staff is "Vizario", personal agent software for data acquisition, management and presentation in a wireless network environment, or in a hybrid network combining wireless and wired devices. The product is deployed on a network server. Clients accessing the Vizario server for the first time may be required to accept a small download of software to enable their wireless device or desktop PC. Vizario`s graphical user interface (GUI) supports a rich feature set:

- Web, Vizario database, and enterprise LAN search capability - Easy customization of operations by the user - Menu or keyword-driven search initiation - Editing and/or deletion of stored search results - Smooth vertical scrolling display, or page by page display of retrieved data - Audio and video playback
- Linear, slideshow-like presentation of data pages - Bookmarks list for rapid access to stored, formatted data pages

To date, a proof of concept of Vizario for use on the Motorola iDEN cell phone has been completed. This proof of concept software runs within the Motorola iDEN Emulator on a Microsoft Windows PC. Operating under a Memorandum of Understanding provided by Motorola and signed by Imaginon, WWDI intends to take further steps outlined in the Memorandum of Understanding, including testing on actual cell phones, and presentations to communications companies intending to use iDEN phones.

Software development of Vizario for Windows .NET-based communications devices and Symbian Epoch 5-based cell phones is ongoing. Prototype software for the Nokia 9210 Communicator is running within the Symbian Epoch 5 Emulator on a Microsoft Windows PC. Software development for Windows Pocket PC-class devices is ongoing.

Depending on many factors, including availability of funds and the rate of software development processes, WWDI anticipates that publicly demonstrable Vizario software will be completed within six months, and the first commercially viable version will be available for deployment by operating companies shortly thereafter.


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Under the License Agreement, Imaginon will transfer its ownership and rights in Vizario to WWDI, and WWDI will continue the development of Vizario for wireless device and wireless Internet applications. Any improvements, upgrades or enhancements to the Vizario technology will be owned by WWDI.
SALES AND MARKETING

WWDI`s sales and marketing strategy for Vizario will be developed over the next six months, based on feedback from potential customers and users. WWDI intends to seek additional capital to develop and build a sales and marketing organization.

COMPETITION

In the rapidly evolving wireless Web arena at least six potential competitors have announced that they will soon have products available: Crescent Deviceware of New York City, Ask Jeeves, of Emeryville, California, Inktomi, of Foster City, California, IBM, of Armonk, NY, and AlterEgo, of Redwood City, California. Given the size of the potential marketplace, there may be additional entrants by the end of the year 2001 including other search engine companies and Internet Service Providers. WWDI believes the WWDI System will give it significant competitive advantages versus all of the companies mentioned above. Among these advantages are:

- For wireless network operators (carriers):
- Fast to implement
- Minimizes bandwidth requirements - Good user interface, for strong user acceptance - Ability to leverage WWDI server infrastructure if desired

- For consumers (especially business consumers):
- Ease of use (especially on small screens, at low bandwidth) - Cost-effective data transmission - Ability to deliver critical data types

- For content owners:
- Ease of deployment (publishing) of content - Intuitive tools for content creation - Ability to leverage WWDI server infrastructure if desired

EMPLOYEES

WWDI currently has no employees. Upon consummation of the Stock Exchange Agreement, WWDI intends to employ the persons set forth below under "Management of the Company - Management and Board of Directors After the Closing". WWDI will also commence efforts to hire additional senior management and employees, including but not limited to a VP of Business Development and an administrative assistant.

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WWDI EXECUTIVE COMPENSATION
Upon the Closing of the Exchange, Messrs. Newcomb, Schwartz and Caney will receive warrants to purchase an aggregate of 1,400,000 shares of the Company`s Common Stock at an exercise price of $.10 per share in consideration of their efforts in the launch of WWDI. In addition, Messrs. Newcomb, Schwartz and Caney will receive an aggregate of 920,000 shares of the Company out of the 20,000,000 shares to be issued in the Exchange.

PROPERTIES

WWDI began leasing executive office space from Imaginon in January 2001. This office space, located at 1313 Laurel Street, Suite 4, in San Carlos, occupies approximately 1,200 square feet and is leased on a month to month basis with a monthly payment of $3,990.

LEGAL PROCEEDINGS

WWDI is not a party to any legal proceedings.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

WWDI has not had any change in or disagreements with its accountants.


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WWDI MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
As of December 31, 2000, WWDI was in the development stage and accordingly had no revenues. WWDI had a cumulative operating loss through March 31, 2001 of approximately $73,000. Please see "Financial Statements of WWDI". This loss is attributable to start-up and operating costs, including legal and public relations fees.

Because WWDI is still in the development stage, it has limited working capital and internal financial resources, all of which to date have been provided by Imaginon. WWDI has not yet attempted to seek operating capital from external equity or debt financing or from conventional lenders. Immediately after the Closing, the Company, as the successor to WWDI, intends to seek private investments from third parties. It is currently contemplated that such investments will take the form of preferred stock, with the terms and conditions of such preferred stock to be negotiated between the Company and the investors.

The independent auditors` report on WDDI`s financial statements as of and for the period ended December 31, 2000 includes a paragraph that describes substantial doubt about WDDI`s ability to continue as a going concern. Management`s plans in regard to the factors promting the explanatory paragraph are described in the notes to the WDDI financial statements.


RISKS RELATING TO WWDI`S BUSINESS
LIMITED OPERATING HISTORY

WWDI has only recently been incorporated and organized. Thus, it has an extremely limited operating history on which to base an evaluation of its business and prospects. WWDI`s prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in rapidly evolving markets such as telecommunications. To address these risks and uncertainties, WWDI must, among other things, obtain, maintain and increase the number of its customers, maintain and enhance its brand, implement and execute its business and marketing strategy successfully, continue to enhance its products and services to meet the needs of a changing market, provide superior customer service, respond to competitive developments and attract, integrate, retain and motivate qualified personnel. There can be no assurance that WWDI will be successful in accomplishing any or all of these things, and the failure to do so could have a material adverse effect on WWDI`s business, results of operations and financial condition.

POTENTIAL CONFLICTS OF INTEREST WITH IMAGINON

WWDI was formed as a wholly-owned subsidiary of Imaginon, The current officers and directors of WWDI, who will also serve as officers and directors of the Company after the Closing, are also officers and directors of Imaginon. As a result, the License Agreement between Imaginon and WWDI, which provides for the licensing of the technology that is the basis for WWDI`s planned operations, was not negotiated on an arm`s length basis. In addition, the time-based consulting agreements under which certain officers and directors of Imaginon


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will serve in similar capacities for the Company after the Closing, and the consulting agreement under which Imaginon will provide technical and engineering consulting to the Company after the Closing, will not be negotiated on an arm`s length basis. The terms of all of these agreements, as well as any other arrangements that may be entered into between Imaginon and the Company, may not be as favorable to the Company as other agreements negotiated between unrelated parties.
The officers and directors of the Company after the Closing will also continue to serve as officers and directors of Imaginon, and will not be required to devote any specific portion of their time to the Company`s affairs. This could have an adverse effect upon the business and financial condition of the Company.

TERMINATION OF THE LICENSE AGREEMENT; RESTRICTIONS UPON WWDI IN LICENSE AGREEMENT

The License Agreement between Imaginon and WWDI provides for early termination upon the occurrence of certain events, including the insolvency of either party or a breach of the License Agreement. Although the License Agreement provides for the continuation of end user licenses and maintenance and support in the event of an early termination, such early termination would have a material adverse effect on the business and financial condition of the Company.

The License Agreement also contains certain provisions which may restrict the benefits available to WWDI. For example, it provides that the licensed technology does not include any upgrades, new versions or releases, enhancements or updates to the licensed technology which are developed by Imaginon, unless Imaginon so agrees. WWDI may not market, sell or otherwise convey the licensed technology to the United States government or any foreign government without Imaginon`s prior written consent. These restrictions could hamper the ability of WWDI to derive revenues from the licensed technology.

MANAGEMENT OF POTENTIAL GROWTH

WWDI anticipates a period of significant expansion to address its market opportunities. This expansion is expected to place a significant strain on WWDI`s management, operational and financial resources. Over the next year or two, WWDI will need to add a number of key managerial, sales, marketing, planning, technical and operations personnel. To manage the expected growth of its operations and personnel, WWDI will be required to improve existing and implement new procedures and controls, and to expand, train and manage its growing employee base. WWDI also will be required to expand its finance, administrative and operations staff. Further, WWDI may be required to enter into relationships with various strategic partners and other third parties necessary to its business. There can be no assurance that WWDI`s current and planned personnel, procedures and controls will be adequate to support its future operations, that management will be able to hire, train, retain, motivate and


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manage required personnel or that management will be able to identify, manage and exploit existing and potential strategic relationships and market opportunities. The failure of WWDI to manage growth effectively could have a material adverse effect on its business, results of operations and financial condition.
INTRODUCTION OF NEW PRODUCTS

WWDI`s success in the software development business will be 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. In addition, the process of developing WWDI`s software products is extremely complex. A significant delay in the introduction of one or more new products or enhancements could have a material adverse effect on the ultimate success of such products. If revenue from new products or enhancements does not replace declining revenues from existing products, WWDI may experience:

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

DEPENDENCE ON OTHER COMPANIES

WWDI plans to enter into agreements and informal relationships with other software and computer companies under which the companies will use or promote WWDI products. Management of WWDI believes that these arrangements are important to the promotion of its products and the public recognition of its brand and name. However, there is no guarantee that WWDI will be successful in entering into these agreements and relationships. Additionally, 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 WWDI:

- limit or eliminate the market for WWDI products - limit or eliminate public recognition of WWDI`s name - reduce revenues
- lower cash flows
- impair liquidity

DEPENDENCE ON KEY PERSONNEL

WWDI`s performance will be substantially dependent on the continued services and on the performance of its senior management and other key personnel. WWDI currently has no employees other than Messrs. Newcomb and Caney. These two key individuals are also currently employed by Imaginon. See "Risks Relating to WWDI`s Business - Potential Conflicts of Interest With Imaginon". WWDI`s performance will also depend on its ability to attract, retain and motivate additional officers and key employees. The loss of the services of any of its executive officers or other key employees could have a material adverse


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effect on WWDI`s business, results of operations and financial condition. WWDI`s future success will also depend on its ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, marketing and customer service personnel. Competition for such personnel is intense, and there can be no assurance that WWDI will be able to successfully attract, integrate or retain sufficiently qualified personnel. The failure to retain and attract the necessary personnel could have a material adverse effect on WWDI`s business, results of operations and financial condition.
INTENSE COMPETITION

The market in which WWDI will sell its products is rapidly evolving and intensely competitive, and management expects competition to intensify further in the future. WWDI believes that the principal competitive factors in its market are the consumers willingness to pay for add-on services over the Internet such as a fee for the use of the WWDI System, the desire of cellular telephone companies and Internet operators to build their own wireless data services, the demand for alliances and agreements with cellular telephone companies may exceed the supply thereby pushing prices down, the ability of data and content owners to restrict access to their data and content and relatively low barriers to entry into the relevant markets by search engine companies and others. Certain of WWDI`s current and many of its potential competitors have significantly greater financial, marketing, technical and other resources than WWDI. Increased competition may result in reduced operating margins, loss of market share and diminished value in WWDI`s brand. There can be no assurance that WWDI will be able to compete successfully against current and future competitors. Further, as a strategic response to changes in the competitive environment, WWDI may, from time to time, make certain pricing, service or marketing decisions or acquisitions that could have a material adverse effect on its business, results of operations and financial condition.

RAPID TECHNOLOGICAL CHANGE

The market in which WWDI will compete is characterized by rapidly changing technology, evolving industry standards, frequent new service and product announcements, introductions and enhancements and changing customer demands. Accordingly, WWDI`s future success will depend on its ability to adapt to rapidly changing technologies, to adapt its services to evolving industry standards and to continually improve the performance, features and reliability of its service in response to competitive service and product offerings and evolving demands of the marketplace. The failure of WWDI to adapt to such changes would have a material adverse effect on its business, results of operations and financial condition.


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PROTECTION AND ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS
WWDI regards the protection of the licensed patents and its copyrights, service marks, trademarks, trade dress and trade secrets as critical to its future success and relies on a combination of copyright, trademark, service mark and trade secret laws and contractual restrictions to establish and protect its proprietary rights in products and services. WWDI will enter into confidentiality and invention assignment agreements with its employees and contractors, and nondisclosure agreements with parties with which it conducts business in order to limit access to and disclosure of its proprietary information. There can be no assurance that these contractual arrangements or the other steps taken by WWDI to protect its intellectual property will prove sufficient to prevent misappropriation of its intellectual property or to deter independent third-party development of similar products.

FUTURE CAPITAL NEEDS

WWDI currently anticipates that its available funds, together with net proceeds from a private placement of preferred stock to be conducted immediately after the consummation of the Exchange, will be sufficient to meet its anticipated needs for working capital, capital expenditures and business expansion through at least the next twelve months. Thereafter, WWDI may need to raise additional funds. WWDI may need to raise additional funds sooner in order to fund more rapid expansion, to develop new or enhanced services or products, to respond to competitive pressures or to acquire complementary products, businesses or technologies. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of the stockholders of WWDI will be reduced, stockholders may experience additional dilution and such securities may have rights, preferences and privileges senior to those of the Common Stock. There can be no assurance that additional financing will be available, or that if available, will be on terms favorable to WWDI. If adequate funds are not available or are not available on acceptable terms, WWDI may not be able to fund its expansion, take advantage of unanticipated acquisition opportunities, develop or enhance services or products or respond to competitive pressures. Such inability could have a material adverse effect on WWDI`s business, results of operations and financial condition.

COMPETITION FROM OTHER PROVIDERS OF INTERNET PRODUCTS AND SOFTWARE

The markets that WWDI intends to enter for its wireless 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 that WWDI`s competitors will 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 WWDI 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. It is possible that WWDI may not have the resources to withstand these and other competitive forces.

GOVERNMENT REGULATION

WWDI is 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


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could, in turn, decrease the demand for WWDI`s proposed products and services and increase its 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 WWDI`s business and prospects.
LIABILITY FOR SERVICES

Because materials may be downloaded by the online or Internet services operated or facilitated by WWDI and may be subsequently distributed to others, there is a potential that claims will be made against WWDI 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 WWDI carries general liability insurance, it may not cover potential claims of this type or may not be adequate to indemnify WWDI 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 impact WWDI`s revenues, cash flow and/or liquidity.

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INFORMATION CONCERNING THE COMPANY
BUSINESS

Information concerning the business of the Company and its results of operations and financial condition are incorporated by reference to its Annual Report on Form 10-KSB for the year ended December 31, 2000, as filed with the Securities and Exchange Commission and available electronically on EDGAR at www.sec.gov.

DESCRIPTION OF SECURITIES

The Company`s Bylaws provide that the directors are elected for one-year terms, until the next annual meeting of stockholders or until their successors are duly elected and qualified.

The Company`s Common Stock is the only class of voting securities outstanding. The holders of Common Stock are entitled to one vote for each share held. The Company`s Certificate of Incorporation provides that the affirmative vote of a majority of the votes cast at a shareholders` meeting is sufficient to effect any corporate action upon which shareholders may or must vote. The Common Stock does not carry cumulative voting rights; thus holders of more than 50% of the Common Stock will have the power to elect all directors if they wish and, as a practical matter, to control the Company. Holders of Common Stock are not entitled to preemptive rights, and the Common Stock is not subject to redemption.

The Company`s Bylaws currently provide for a board comprised of one director, who is elected for a one-year term at the annual meeting of stockholders. Immediately after the Closing, the Bylaws will be amended to increase the Board to three directors. The affirmative vote of a simple majority of the outstanding Common Stock is necessary to remove a director. A special meeting of stockholders may be called by the Chairman of the Board, the President, a majority of the Board of Directors, or stockholders owning in the aggregate 10% or more of the Common Stock. Holders of Common Stock are entitled to receive, pro rata, dividends if, when and as declared by the Board of Directors out of funds legally available therefor.

Upon liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to share ratably in the Company`s assets legally available for distribution to its stockholders after payment of liquidation preferences and outstanding redemption rights, if any, on its outstanding preferred stock, and are not subject to further calls or assessments.


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PRINCIPAL STOCKHOLDERS OF THE COMPANY
The following tables set forth the beneficial ownership of the Company prior to and immediately following the Closing:

STOCKHOLDINGS PRIOR TO CLOSING

The following table sets forth, as of the date of this Information Statement, the stock ownership of each executive officer and director of the Company, all directors and executive officers as a group, and each person known by the Company to be a beneficial owner of more than five percent of its issued and outstanding Common Stock. As of such date, the Company had approximately 4,768,000 shares of Common Stock issued and outstanding. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power as to such shares. Except as otherwise noted, no person listed below has any options, warrants, or other rights to acquire additional securities of the Company.


Name and Address Amount and Nature Percent of
Of Beneficial Owner of Beneficial Owner Class
---------------------------------- -------------------- -----------
Stephen M. Siedow 1,977,056 (1)(2) 41.5%
12373 E. Cornell Avenue
Aurora, CO 80014

John D. Brasher Jr. 1,932,256 (2)(3) 40.5%
90 Madison Street, St. 707
Denver, CO 80206

All directors and executive 1,977,056 (1)(2) 41.5%
officers as a group (one person)

___________________________
(1) Mr. Siedow disclaims beneficial ownership of 52,416 shares of Common
Stock owned by his wife, Linda M. Siedow, of 64,000 shares of Common Stock held
by his wife as custodian for his minor children, and of 32,000 shares of Common
Stock held by his daughter.

(2) Includes 223,456 shares of Common Stock held by MNS Eagle Equity Group,
Inc., a corporation controlled by Messrs. Siedow and Brasher.

(3) Mr. Brasher disclaims beneficial ownership of 128,000 shares of Common
Stock owned by his wife, Lisa K. Brasher. Includes 160,000 shares of Common
Stock held by Yakima Corp., a corporation controlled by Mr. Brasher and his
wife.





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Despite not having received any compensation and not having otherwise engaged in any transactions involving the acquisition or disposition of assets with the Company, the current officers and directors of the Company may be deemed to be "promoters" and "founders" of the Company.
STOCKHOLDINGS FOLLOWING THE CLOSING

The table below sets forth the name and address of every person who, following the Closing, will be a director or executive officer of the Company, such directors and executive officers as a group, and other persons who will, to the Company`s knowledge, own of record or beneficially more than five percent of its issued and outstanding Common Stock. The following table assumes that the Closing of the Exchange has occurred and gives effect to the issuance of 20,000,000 shares of Common Stock to Imaginon, but does not give effect to the private placement of preferred stock which may occur after the Closing. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power as to such shares. Except as otherwise noted, no person listed below has any options, warrants, or other rights to acquire additional securities of the Company.


Name and Address Amount and Nature Percent of
Of Beneficial Owner of Beneficial Owner Class
----------------------------------- -------------------- -----------
Imaginon, Inc. 19,080,000 77.0%
1313 Laurel Street
San Carlos, CA 94070

Stephen M. Siedow 1,977,056 (1)(2) 8.0%
12373 E. Cornell Avenue
Aurora, CO 80014

John D. Brasher Jr. 1,932,256 (2)(3) 7.8%
90 Madison Street, St. 707
Denver, CO 80206

James A. Newcomb 800,000 (4) 3.2%
1313 Laurel Street
San Carlos, CA 94070

David M. Schwartz 1,000,000 (5) 3.9%
1313 Laurel Street
San Carlos, CA 94070

David A. Caney 520,000 (6) 2.1%
1313 Laurel Street
San Carlos, CA 94070


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Gulfstream Financial Partners, LLC 2,452,000 (7) 9.0%
2401 PGA Blvd. #190
Palm Beach Gardens, FL 33410

All directors and executive 2,320,000 (4)(5)(6) 8.9%
officers as a group (three persons)

___________________________
(1) Mr. Siedow disclaims beneficial ownership of 52,416 shares of Common
Stock owned by his wife, Linda M. Siedow, of 64,000 shares of Common Stock held
by his wife as custodian for his minor children, and of 32,000 shares of Common
Stock held by his daughter.

(2) Includes 223,456 shares of Common Stock held by MNS Eagle Equity Group,
Inc., a corporation controlled by Messrs. Siedow and Brasher.

(3) Mr. Brasher disclaims beneficial ownership of 128,000 shares of Common
Stock owned by his wife, Lisa K. Brasher. Includes 160,000 shares of Common
Stock held by Yakima Corp., a corporation controlled by Mr. Brasher and his
wife.

(4) Includes warrants to purchase 500,000 shares of Common Stock, all of
which will be exercisable within 60 days after the Closing.

(5) Includes warrants to purchase 600,000 shares of Common Stock, all of
which will be exercisable within 60 days after the Closing.

(6) Includes warrants to purchase 300,000 shares of Common Stock, all of
which will be exercisable within 60 days after the Closing.

(8) Comprised of warrants to purchase 2,475,000 shares of common stock, all of
which will be exercisable within 60 days after the Closing.




The Company is not aware of any material proceeding to which any of the Designees is a party adverse to the interests of the Company or has a material interest adverse to the Company. During the past five years, none of the Designees has:

(1) Petitioned for bankruptcy or had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) Been convicted in a criminal proceeding or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or


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(4) Been found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company`s directors, executive officers and holders of 10% or more of its Common Stock to file reports of ownership (Form 3) and changes in ownership (Forms 4 and 5) with the SEC and to furnish the Company with copies of all such forms which they file with the SEC. During 2000, none of the above persons failed to comply on a timely basis with Section 16(a). In making the foregoing disclosure, the Company has relied solely on its review of copies of forms filed by such persons with the SEC. Promptly following the Closing, the Designees each will file a Form 3 in compliance with their reporting obligations under Section 16(a) of the Securities Exchange Act of 1934.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At December 31, 2000 and 1999, the Company was indebted to its officers/directors and control stockholders for expenses advanced on behalf of the Company in the amounts of $7,203 and $4,910, respectively. The Company is not indebted to any former officers, directors, promoters or other control persons. The Company has no understanding with its officers, directors or stockholders pursuant to which such persons are required to contribute capital to the Company, loan money or otherwise provide funds to the Company.


MANAGEMENT OF THE COMPANY
CURRENT BOARD OF DIRECTORS AND MANAGEMENT

Stephen M. Siedow currently serves as the sole officer (Chief Executive Officer, President and Chief Financial Officer) and Director of the Company. Upon the Closing of the Exchange, Mr. Siedow will resign as a director and the Board of Directors of the Company will be comprised of Messrs. Newcomb, Schwartz and Caney.

During the year ended December 31, 2000, the Company held no meetings of its Board of Directors; however, the Board acted by means of unanimous written consents in lieu of a meeting when required.


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COMMITTEES OF THE BOARD OF DIRECTORS
The Company has no standing audit, nominating or compensation committee. It is contemplated that such committees will be formed after the Closing of the Exchange.


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MANAGEMENT AND BOARD OF DIRECTORS AFTER THE CLOSING
Neither of the Designees is currently an officer or director of, or holds any position with, the Company. The following table identifies each of the Designees and executive officers of the Company who will take office at the Closing:


Name Age Proposed Position(s) With the Company
----------------- --- ----------------------------------------
James A. Newcomb 54 President, Chief Financial Officer and a
Director

David A. Caney 53 Corporate Secretary and a Director

David M. Schwartz 52 Director




The following sets forth certain information pertaining to each of the above persons:

JAMES A. NEWCOMB. Mr. Newcomb has served as the Chief Financial Officer of Imaginon since November 19, 1999, and as Treasurer and a director of Imaginon since March 7, 2000. Prior to joining Imaginon, he was the Chief Financial Officer of Displaytech, Inc., in Longmont, Colorado, a privately held company that manufactures high resolution micro displays for, among other devices, digital still cameras, camcorder viewfinders, and projection displays for computer monitors and televisions. As Chief Financial Officer, Mr. Newcomb played a key role in implementing the financial aspects of Displaytech`s key alliances, both domestically and internationally. Before this, he was with the NASDAQ-listed Fischer Imaging Corporation, in Denver, Colorado, where he served from 1995 through 1998 as Vice President and Chief Financial Officer. A member in good standing of the Financial Executives Institute, Mr. Newcomb was awarded a Masters of Business Administration degree in Finance by the Amos Tuck School at Dartmouth College, Hanover, New Hampshire, in 1970. He received a BA degree in Economics from Beloit College, Beloit, Wisconsin, in 1968.

DAVID A. CANEY. Mr. Caney has been staff legal counsel at Imaginon since June, 1999. His extensive legal experience includes private law practice in litigation and positions with the District of Columbia as Chief, Office of Contract Administration, for the Department of Public Works, and Administrator of the Building and Land Regulation Administration (Mayoral Appointee). Prior to this, Mr. Caney was Senior Consultant for Hill, International, Inc. Earlier, he was the Staff Director of the Subcommittee on Governmental Activities and Transportation, Committee on Governmental Operations, U.S. House of Representatives. Mr. Caney holds a Bachelor of Architecture and a BS in English, both from Carnegie-Mellon University. He is licensed to practice architecture in the State of Maryland. He received his Juris Doctorate from Antioch School of Law, Washington, D.C. He is a member of the District of Columbia Bar.


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DAVID M. SCHWARTZ. Mr. Schwartz has served as the Chairman, Chief Executive Officer, President and a director of Imaginon since January 1999. He has been principally employed as an officer and director of Imaginon.com, Inc., a wholly-owned subsidiary of Imaginon, since its formation in 1996. From 1992 until 1996, Mr. Schwartz was Vice President of New Media Systems and Technology for Atari Corporation, where he invented GameFilm technology for videogame applications and served as a principal designer of the Atari Jaguar CD peripheral. From 1990 to 1992, Mr. Schwartz was a senior member of the technical staff at Tandy Electronics Research Labs in San Jose, California, where he headed the software team developing the first writable and erasable CD ROM. In 1983, Mr. Schwartz started and led CompuSonics Corporation, which went public in 1984. In 1985, CompuSonics introduced the CompuSonics DSP1000, the first consumer audio recorder for floppy or optical disks. The CompuSonics Video PC Movie-Maker, introduced in 1986, inaugurated real-time digital video recording and editing on desktop computers. Mr. Schwartz earned a Bachelor of Arts in Architecture from Carnegie-Mellon University, after completing a multidisciplinary program in Architecture, Engineering and Computer Science. He also participated in post-graduate studies at Carnegie-Mellon in the School of Industrial Administration.
None of the above persons has received any compensation from the Company, and there have been no transactions between the Company and any of these persons other than as set forth in this Information Statement.


COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
COMPENSATION OF EXECUTIVE OFFICERS

During the years ended December 31, 2000 and 1999, neither the Company nor its predecessor paid any cash or cash equivalent compensation to any executive officer. The Company has no agreement or understanding, express or implied, with any executive officer concerning employment or compensation for services. After the Closing, the Company will enter into time-based consulting arrangements with certain of its executive officers (who will also continue to serve as officers and directors of Imaginon) for their services, and a consulting agreement with Imaginon for technical and engineering consulting.

EMPLOYEE INCENTIVE COMPENSATION PLANS

During the years ended December 31, 2000 and 1999, no director or officer of the Company or its predecessor received compensation pursuant to any incentive compensation plan. The Company currently has in place an Employee Stock Compensation Plan and a Compensatory Stock Option Plan. The Company currently has no long-term incentive plans, as that term is defined in the rules and regulations of the Securities and Exchange Commission. Other or replacement plans may be adopted by management after the Closing.

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Employee Stock Compensation Plan
The Company has adopted the 1997 Employee Stock Compensation Plan of its predecessor for its employees, officers, directors and advisors (the "ESC Plan"). The Company has reserved a maximum of 1,500,000 shares of Common Stock to be issued upon the grant of awards under the ESC Plan. The ESC Plan will be administered by the Board of Directors or a committee of the Board. No shares have been awarded under the ESC Plan.


Compensatory Stock Option Plan
The Company has adopted the 1997 Compensatory Stock Option Plan of its predecessor for its employees, officers, directors and advisors (the "CSO Plan"). The Company has reserved a maximum of 1,000,000 shares of Common Stock to be issued upon the exercise of options granted under the CSO Plan. The CSO Plan will not qualify as an "incentive stock option" plan under Section 422 of the Internal Revenue Code of 1986, as amended. Options will be granted under the CSO Plan at exercise prices to be determined by the Board of Directors or other CSO Plan administrator. No options have been granted under the CSO Plan.

COMPENSATION OF DIRECTORS

The Company has no arrangements in place or currently contemplated for the compensation of Directors for their services as directors or members of any committee of the Board of Directors.


FINANCIAL STATEMENTS OF WWDI
Attached hereto are the following audited financial statements of WWDI as of and for the period ended December 31, 2000 and unaudited interim financial statements as of and for this quarter ended March 31, 2001, as required by Item 310 of Regulation S-B:


Independent auditors` report . . . . . . . . . . . . . . . . F-1

Financial Statements

Balance Sheets . . . . . . . . . . . . . . . . . . . . F-2

Statements of Operations. . . . . . . . . . . . . . . F-3

Statements of shareholder`s equity (deficit) . . . . . F-4

Statements of Cash Flows . . . . . . . . . . . . . . . F-5

Notes to Financial Statements. . . . . . . . . . . . . F-6





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Unaudited pro forma financial statements will be included with a report on Form 8-K to be filed following consummation of the Exchange.

INDEMNIFICATION POLICY
Pursuant to the General Corporation Law of Nevada, the Company`s Certificate of Incorporation excludes personal liability on the part of its officers and directors to the Company for monetary damages based upon any violation of their fiduciary duties as such, except as to liability for any acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or for improper payment of dividends. This exclusion of liability does not limit any right which an officer or director may have to be indemnified and does not affect any officer or director`s liability under federal or applicable state securities laws. The Company may purchase directors` and officers` insurance.


NO STOCKHOLDER ACTION REQUIRED
This Information Statement is being provided for informational purposes only, and does not relate to any meeting of stockholders. The State of Nevada does not require approval of the Exchange by the Company`s stockholders, and no vote or other action is being requested of the Company`s stockholders.

Following the Closing of the Exchange, the Company will file a Current Report on Form 8-K with the SEC, reflecting the fact that the Closing has occurred.

May 10, 2001 The Board of Directors Denver, Colorado


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WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)


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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)

CONTENTS

Independent auditors` report F-1

Financial statements:

Balance sheets F-2

Statements of operations F-3

Statements of shareholder`s equity (deficit) F-4

Statements of cash flows F-5

Notes to financial statements F-6-13






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

INDEPENDENT AUDITORS` REPORT


The Board of Directors
Wireless Web Data, Inc.

We have audited the balance sheet of Wireless Web Data, Inc. (a Development Stage Company and wholly-owned subsidiary of ImaginOn, Inc.) as of December 31, 2000, and the related statements of operations, shareholder`s equity (deficit) and cash flows for the period from July 17, 2000 (inception) through December 31, 2000. These financial statements are the responsibility of the Company`s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wireless Web Data, Inc. as of December 31, 2000, and the results of its operations and its cash flows for the period from July 17, 2000 (inception) through December 31, 2000, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the primary activities of the Company to date have been organizational in nature, and the development of its product applications has not been completed and will require significant additional financing. In addition, the Company has been economically dependent on ImaginOn, Inc., and the independent auditors` report on ImaginOn, Inc.`s December 31, 2000 consolidated financial statements includes a paragraph that describes substantial doubt about ImaginOn, Inc.`s ability to continue as a going concern. These factors raise substantial doubt about the Company`s ability to continue as a going concern. Management`s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
May 1, 2001


F-1

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

DECEMBER 31, 2000 AND MARCH 31, 2001 (UNAUDITED)


ASSETS


December 31, March 31,
2000 2001
-------------- -----------
(Unaudited)
Current assets:
Inventory $ 2,315 $ 2,289
-------------- -----------

Total assets (all current) $ 2,315 $ 2,289
============== ===========


LIABILITIES AND SHAREHOLDER`S DEFICIT

Current liabilities:
Payable to Parent (Note 4) $ 21,318 $ 69,448
-------------- -----------

Total liabilities (all current) 21,318 $ 69,448
-------------- -----------

Commitments (Notes 1 and 4)

Shareholder`s deficit (Note 6):
Preferred stock, $0.001 par value; 10,000,000 shares
authorized; none issued and outstanding - -
Common stock, $0.001 par value; 30,000,000
shares authorized; 6,000,000 shares issued and
outstanding 6,000 6,000
Deficit accumulated during the development stage (25,003) (73,159)
-------------- -----------

Total shareholder`s deficit (19,003) (67,159)
-------------- -----------

Total liabilities and shareholder`s deficit $ 2,315 $ 2,289
============== ===========




See notes to financial statements.

F-2

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)


Period from Period from
July 17, 2000 July 17, 2000
(inception) Three months (inception)
through ended through
December March 31, March
31, 2000 2001 31, 2001
--------------- --------------- ------------
(Unaudited) (Unaudited)
Revenues $ 80 $ 80
Cost of revenues 26 26
--------------- --------------- ------------

Gross profit 54 54
--------------- --------------- ------------

Operating expenses (Note 4):
Research and development $ 5,500 16,500 22,000
Sales and marketing 9,193 9,193
General and administrative 19,503 22,517 42,020
--------------- --------------- ------------

Total operating expenses 25,003 48,210 73,213
--------------- --------------- ------------

Net loss $ (25,003) $ (48,156) $ (73,159)
=============== =============== ============




See notes to financial statements.

F-3

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF SHAREHOLDER`S EQUITY (DEFICIT)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)

Deficit
Common stock accumulated
----------------------------- during the
Shares Amount stage Total
------------- ------------- ------------- -------------

Issuance of common stock
to Parent 6,000,000 $ 6,000 $ 6,000

Net loss for the period
ended December 31, 2000 $ (25,003) (25,003)
------------- ------------- ------------- -------------

Balances, December 31, 2000 6,000,000 6,000 (25,003) (19,003)

Net loss for the three months
ended March 31, 2001
(unaudited) (48,156) (48,156)
------------- ------------- ------------- -------------

Balances, March 31, 2001
(unaudited) 6,000,000 $ 6,000 $ (73,159) $ (67,159)
============= ============= ============= =============




See notes to financial statements.


F-4

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)


Period from Period from
July 17, 2000 July 17, 2000
(inception) Three months (inception)
through ended through
December March 31, March
31, 2000 2001 31, 2001
------------------ -------------------- ------------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (25,003) $ (48,156) $ (73,159)
Adjustments to reconcile net loss to net
cash used in operating activities:
Expenses paid by Parent on behalf of
the Company 25,003 48,130 73,133
Decrease in inventory 26 26
------------------ -------------------- ------------------

Net cash used in operating activities - - -
------------------ -------------------- ------------------

Cash, beginning and ending $ - $ - $ -
================== ==================== ==================


Supplemental disclosure of non-cash
investing and financing activities:
Common stock issued to Parent in
exchange for inventory (Note 1) $ 2,315 $ 2,315
================== ====================




See notes to financial statements.


F-5

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)
1. ORGANIZATION, GOING CONCERN AND MANAGEMENT`S PLANS:


ORGANIZATION:
Wireless Web Data, Inc., a Delaware corporation ("WDDI" or the "Company") was formed on July 17, 2000 by ImaginOn, Inc., a publicly-held Delaware corporation ("Imaginon" or the "Parent") for the purpose of continuing development and commercialization of Internet and intranet database processing software for wireless applications. Imaginon owns 100% of the Company`s issued and outstanding common stock. Imaginon and its subsidiaries, which are located in San Carlos, California, develop, manufacture, and market consumer software and Internet-related products, including broadband Internet television systems. Imaginon also provides Internet connection services to commercial and private users in the San Francisco Bay area.

In October 2000, the Company entered into an Assignment Agreement with Imaginon, whereby Imaginon assigned all of its right, title and interest in its previously developed WebZinger website and website-related intellectual property, as well as its WebZinger CD-Rom inventory to the Company. The estimated fair value of these assets was $2,315 at the date of transfer, of which the entire $2,315 was allocated to the inventory. In exchange for the assignment and transfer of these assets, the Company issued shares of common stock to Imaginon (Note 6).


GOING CONCERN AND MANAGEMENT`S PLANS:
The Company`s financial statements for the period ended December 31, 2000, have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company is a development stage company and has a limited operating history. The primary activities of the Company to date have been organizational in nature, and the development of commercial software for wireless applications has not been completed and will require significant additional financing. In addition, there is no assurance that commercially successful products will be developed and that the Company will achieve a profitable level of operations.


F-6

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)
1. ORGANIZATION, GOING CONCERN AND MANAGEMENT`S PLANS (CONTINUED):


GOING CONCERN AND MANAGEMENT`S PLANS (CONTINUED):
The Company has been economically dependent on Imaginon, and the independent auditors` report on Imaginon`s December 31, 2000 consolidated financial statements includes a paragraph that describes substantial doubt about Imaginon`s ability to continue as a going concern.

These factors raise substantial doubt about the Company`s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company by unable to continue as a going concern. The Company and Imaginon have developed plans to address the Company`s current cash flow concerns as discussed below.

In April 2001, the Company and Imaginon entered into a letter of intent with Gallagher Research Corporation, a publicly-held Nevada corporation ("GRC"), to proceed with the development and execution of an agreement to exchange shares between the Company and GRC. Pursuant to the terms of the proposed agreement, Imaginon is to sell and transfer to GRC all of the outstanding shares of WWDI common stock owned by Imaginon, and in exchange, GRC is to issue an aggregate of 20,000,000 shares of GRC common stock to Imaginon and certain officers and directors of Imaginon. Immediately following this transaction, GRC is to have 24,768,000 shares of issued and outstanding common stock, and Imaginon is to hold 19,080,000 shares, or 77%, of the issued and outstanding common shares of GRC common stock.

In April 2001, the Company also entered into a letter of intent with Gulfstream Financial Partners, LLC ("Gulfstream") to proceed with a series of proposed investment transactions. Pursuant to the terms of this letter of intent, Gulfstream, or Gulfstream and other investors, will invest cash in the Company in two phases, which are subject to the successful completion of certain events by the Company. 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 the Company.


F-7

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)
1. ORGANIZATION, GOING CONCERN AND MANAGEMENT`S PLANS (CONTINUED):


GOING CONCERN AND MANAGEMENT`S PLANS (CONTINUED):
Through April 2001, a total of $260,000 (unaudited) has been received from investors by Imaginon, on behalf of the Company. Imaginon received proceeds of $100,000 in March 2001, for which it entered into a 9% promissory note, due on demand (unaudited). In exchange for proceeds of $30,000 (received by Imaginon in April 2001, unaudited), the Company entered into a 15% promissory note, due on demand, no later than May 13, 2001 (Note 6). Additional proceeds of $130,000, received in April 2001 by Imaginon on behalf of the Company, are not evidenced by promissory notes.

Under the proposed second phase, upon the successful completion of a merger of the Company and GRC, terms of an additional financing are to be negotiated. In consideration for arranging the proposed financing agreement, Gulfstream is to be issued three-year warrants to purchase common stock of the Company at $.10 per share, equal to 9.9% of the Company on a fully diluted basis, subject to registration rights.

2. SIGNIFICANT ACCOUNTING POLICIES:


UNAUDITED FINANCIAL STATEMENTS:
The balance sheet as of March 31, 2001, and the statements of operations, shareholder`s equity (deficit) and cash flows for the three months ended March 31, 2001, and the period from July 17, 2000 (inception) through March 31, 2001, have been prepared by the Company without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the three months ended March 31, 2001, and the period from July 17, 2000 (inception) through March 31, 2001, have been made. The results of operations for the three months ended March 31, 2001 are not necessarily indicative of the operating results for the full year.


F-8

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):


USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.


FAIR VALUE OF FINANCIAL INSTRUMENTS:
The fair value of the Company`s payable to Parent is not practicable to estimate due to the related party nature of the underlying transactions.


INVENTORY:
Inventory consists of computer software products and is valued at the estimated fair value of the inventory on the date it was assigned and transferred from Imaginon to the Company, which approximates the lower of cost (first-in, first-out) or market value. Inventory costs include product materials.


REVENUE RECOGNITION:
The Company has adopted the American Institute of Certified Public Accountants` Statement of Position ("SOP") 97-2, Software Revenue Recognition, which requires companies to defer revenue and profit recognition unless four required criteria of a sale are met. In addition, SOP 97-2 requires that revenue recognized from software arrangements be allocated to each element of the arrangement based on the relative fair values of the elements such as products, upgrades, enhancements, post-contract customer support, installation, or training.


F-9

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):


COMPREHENSIVE INCOME:
Statement of Financial Accounting Standard ("SFAS") No. 130, Reporting Comprehensive Income, establishes requirements for disclosure of comprehensive income and its components, which include, among other items, unrealized gains or losses from marketable securities and foreign currency translation adjustments that previously were only reported as a component of shareholder`s equity. The Company does not have any components of comprehensive income through December 31, 2000, and through the three months ended March 31, 2001 (unaudited).


RESEARCH AND DEVELOPMENT:
Research and development costs are expensed as incurred.


STOCK-BASED COMPENSATION:
SFAS No. 123, Accounting for Stock-Based Compensation, defines a fair-value-based method of accounting for stock-based employee compensation plans and transactions in which an entity issues its equity instruments to acquire goods or services from non-employees, and encourages but does not require companies to record compensation cost for stock-based employee compensation plans at fair value.

The Company accounts for employee stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25") and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company`s common stock at the date of the grant over the amount an employee must pay to acquire the stock.


F-10

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement, as amended, is effective for fiscal years beginning after June 15, 2000. Currently, the Company does not have any derivative financial instruments and does not participate in hedging activities; therefore, management believes SFAS No. 133 will not impact the Company`s financial position or results of operations.

In December 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements. SAB No. 101, as amended by SAB No. 101A and SAB No. 101B, is effective no later than the fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB No. 101 provides the Staff`s views in applying generally accepted accounting principles to selected revenue recognition issues. The Company believes that it complies with the accounting and disclosure described in SAB No. 101; therefore, management believes that SAB No. 101 will not impact the Company`s financial statements.

3. BUSINESS RISK:

The Company is subject to risks and uncertainties common to technology-based companies, including rapid technological change, dependence on principal products and third-party technology, new product introductions and other activities of competitors, dependence on key personnel, and limited operating history.

4. RELATED PARTY TRANSACTIONS:


LICENSE AGREEMENT:
Effective April 23, 2001, the Company entered into a Technology License Agreement with Imaginon, whereby Imaginon agreed to grant to the Company, subsequent to March 31, 2001, an exclusive world-wide, perpetual right and license, subject to certain limitations, as defined, to use, reproduce, distribute and modify certain licensed technology previously developed by Imaginon, including the WebZinger and Vizario Internet search engine software.


F-11

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)
4. RELATED PARTY TRANSACTIONS (CONTINUED):


LICENSE AGREEMENT (CONTINUED):
As consideration for this license, the Company has agreed to pay Imaginon total license fees of $2,000,000, payable in installments. The first installment of $500,000 shall be payable upon the delivery by Imaginon of the licensed technology. Thereafter, the Company is to make $500,000 quarterly payments. The Company is also required to pay all license and royalties with respect to any third-party proprietary rights.


RENTAL AGREEMENT:
Through December 31, 2000, a portion of Imaginon`s rent expense was allocated to the Company. In January 2001, the Company began utilizing certain office space at Imaginon`s corporate offices for which the Company agreed to pay Imaginon, on a month-to-month basis, $3,990 per month. Allocated rent expense for the period ended December 31, 2000 was approximately $700. Rent expense for the three months ended March 31, 2001, was $11,970 (unaudited).


OTHER TRANSACTIONS:
During the period ended December 31, 2000, and the three months ended March 31, 2001, expenses of the Company were paid on its behalf by Imaginon. During the periods ended December 31, 2000, and March 31, 2001 expenses of $25,003 and $48,210 (unaudited), respectively, were incurred. At December 31, 2000, and March 31, 2001, the Company has an unsecured, non-interest bearing, $21,318 and $69,448 (unaudited) payableto Parent, respectively, which is due on demand.


F-12

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)
5. INCOME TAXES:

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.


F-13

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

WIRELESS WEB DATA, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

THE PERIOD FROM JULY 17, 2000 (INCEPTION)
THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
ENDED MARCH 31, 2001 (UNAUDITED)
5. INCOME TAXES (CONTINUED):

The Company`s taxable income or loss is included in Imaginon`s consolidated income tax returns. The Imaginon consolidated group did not generate taxable income in 2000. Accordingly, Imaginon has determined that no income tax expense or benefit is to be allocated to the Company, and no provision for income taxes has been reflected in the statements of operations.

6. SHAREHOLDER`S EQUITY (DEFICIT):


PREFERRED STOCK:
The Company has authorized the issuance of up to 10,000,000 shares of preferred stock, in which the designations, preferences, privileges and restrictions of preferred stock issued are to be determined by the Board of Directors. Through March 31, 2001, the Company has not issued any preferred stock.


COMMON STOCK:
During the period ended December 31, 2000, the Company issued 6,000,000 shares of common stock to Imaginon in exchange for the assignment and transfer of inventory, a website, and website-related intellectual property, valued at $2,315, as well as in exchange for expenses of $3,685 incurred by Imaginon on behalf of the Company.


WARRANTS:
In connection with a $30,000 promissory note entered into by the Company in April 2001, the Company agreed to issue warrants to the noteholder to purchase up to 30,000 shares of common stock of the Company at $.10 per share.

... finde ich in auszügen ganz interessant

[Pozzo]

@Schlaglicht:

1000 DANK!


Aber was meinst Du?
Die Augabe von Bezugsrechten?
Der geringe Anteil free float?
(bei der Anzahl träum ich immer öfter von Ausgabekursen um die 4$)
Dass Vizario ohne Imaginon nix ist,mit aber die halbe Welt
-1 Billionen Handys bis 2004
-next generation: Pocket Pc
Dass die 1. Testphase mit den Iden Phones abgeschlossen ist?

Lese erst mal zu Ende,ist ja anstrengender als aufräumen.

-
Pozzo

Ach übrigens,nicht schlecht der Schlusskurs gestern,oder!
-
Pozzo

[Pozzo]

@Schlaglicht:
Besonders die genaue Benennung der Board members fand ich klasse,endlich alles schwarz auf weiss ausgedruckt.
Ansonsten ist ja fast alles bekannt gewesen,das Ding geht jetzt erst mal bis zu 0,40.
Versprochen-
Pozzo

[Pozzo]

Es kann nicht mehr lange dauern!
VIZO oder wie auch immer der Name sein mag muss in den nächsten Tagen kommen,die Spannung steigt.
Erster Kurs 1 Dollar oder doch eher 4$?
nur Karneval ist schöner-
Pozzo

[Pozzo]

Von Heute:

Related Quotes

IMON.OB
0.16
+0.00

delayed 20 mins - disclaimer



ADVERTISEMENT


Thursday June 14, 8:54 am Eastern Time
Press Release
Imaginon Subsidiary Vizario Listed by Standard & Poor`s
SAN CARLOS, Calif.--(BUSINESS WIRE)--June 14, 2001--Imaginon, Inc. (OTCBB: IMON - news) today announced that its subsidiary Vizario, Inc. (OTCBB: VZRO - news) has been accepted for listing by Standard & Poor`s Corporation.

As a result of the S&P listing, Vizario common stock is qualified for trading under many states` blue-sky laws.

Vizario, formerly Gallagher Research Corp. (OTCBB: GRDC - news), is 77 percent owned by Imaginon. Two Imaginon directors, James Newcomb and David Schwartz, serve on the Vizario board, as does Imaginon Secretary-Treasurer David Caney. To date, Vizario has received $474,000 in new funding.

The new listing is in the Standard & Poor`s Corporation Records Manual and Market Access Program. Detailed financial and other information about Vizario is available in the Manual and electronically on the Standard & Poor`s Advisor Insight website (www.advisorinsight.com) under ``Market Access Program`` and ``OTC Bulletin Board.`` Additional information about Vizario will also soon be available at the company`s website: www.vizario.com.

Designed to put new capabilities into wireless mobile devices, Vizario(TM) will offer both consumers and businesses a completely integrated, end-to-end wireless solution. The Vizario consumer product features a client/server publishing tool allowing content carriers, promoters and content providers to distribute media assets to end users through the Vizario client. It also incorporates a web interface where end users personalize their mobile Vizario further to add additional queries that deliver customized content. This solution offers unsurpassed ease of deployment in both Java and .net-enabled handsets. Vizario is fully scalable from simple text on 1G phones to interactive rich media over 3G wireless networks. As a vertical application suite, Vizario is an end-to-end solution for companies that require distribution of image-intensive data to mobile devices wherever finding, encoding, decoding and displaying images for decision support in the field is considered critical to the mission`s success.

ImaginVideo and Vizario are trademarks of Imaginon; the underlying technology is protected under U.S. Patents assigned to Imaginon.

Except for the historical information presented herein, the matters set forth in this press release are forward-looking statements within the meaning of the ``safe harbor`` provision of the Private Securities Litigation Reform Act of 1995, or by the Securities and Exchange Commission in its rules, regulations, and releases. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks include acceptance of Imaginon software by developers and users, the successful development of competitive software to Imaginon`s, competitive pricing pressures for Imaginon software and services, and the availability of financing to complete management`s plans and objectives. In addition, other risks are detailed in Imaginon`s periodic reports, Imaginon`s Form S-3 registration statement declared effective by the Securities and Exchange Commission on February 16, 2001, Form 8-K of Vizario, filed on 5 June, 2001, and Rule 14f-1 Information Statement of Gallagher Research Corporation filed on May 10, 2001. These forward-looking statements speak only as of the date hereof. Vizario and Imaginon disclaim any intent or obligation to update these forward-looking statements.


--------------------------------------------------------------------------------
Contact:

Griffin Public Relations & Marketing, New York
Bob Griffin, 212/481-3456
[e-mail]
------------------------------------------------------------------------------------------------------------------------
S&P wir kommen!
-Pozzo

[Pozzo]

Bin wieder da.
Auf meine Anfrage nach mehr Informationen kam von Vizario folgendes:

GALLAGHER RESEARCH CORPORATION
12373 East Cornell Avenue
Aurora, Colorado 80014
[phone]

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

INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

This Information Statement, which is being mailed on or about May 10, 2001 to the holders of record of shares of Common Stock, par value $.001 per share (the “Common Stock”) of Gallagher Research Corporation, a Nevada corporation (the “Company”), is being furnished in connection with the designation of certain persons as directors of the Company pursuant to a Stock Purchase Agreement and Plan of Reorganization dated as of May 4, 2001 (the “Agreement”), by and among the Company, Imaginon, Inc., a Delaware corporation (“Imaginon”) and Wireless Web Data, Inc., a Delaware corporation and wholly-owned subsidiary of Imaginon (“WWDI”). The information contained in this Information Statement is being provided pursuant to Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14f-1 of the Securities and Exchange Commission (the “SEC”) thereunder.

The Agreement provides that at the closing of the transactions contemplated by the Agreement (the “Closing”), Imaginon will sell and transfer to the Company all of the outstanding shares of WWDI common stock, and in exchange, the Company will issue and deliver an aggregate of 20,000,000 shares of the Company’s Common Stock (collectively, the “New Shares”) to Imaginon and certain of Imaginon’s officers and directors. This transaction as contemplated in the Agreement is sometimes referred to below as the “Exchange”. Nevada law does not require approval of the Exchange by the Company`s shareholders, and such approval will not be sought.

The Exchange is anticipated to be treated as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and the Company expects to account for its acquisition of WWDI using the purchase method of accounting.

The Closing is expected to occur on or about May 31, 2001. The Agreement provides that upon the Closing, the current officers and directors will resign from office and be replaced by persons designated by Imaginon.

Immediately following the Closing, the Company will have issued and outstanding 24,768,000 shares of Common Stock. Imaginon will hold directly an aggregate of 19,080,000 shares, or 77%, of the issued and outstanding shares of Common Stock.

Other than as disclosed in this Information Statement, there is no arrangement or understanding between the Company (or any of its officers or directors) and any other person pursuant to which such person was or is to be selected as a director or officer. The directors and officers are expected to devote their time to the Company’s affairs on an “as needed” basis, but will not be required to make any specific portion of their time available to the Company.

Name Change. The Agreement also provides that, as soon as reasonably possible after the Closing, a special meeting of the Company’s shareholders will be called for the purpose of voting upon a change of the Company’s name to “Wireless Web Data, Inc.” or a substantially similar name.

Warrant Distribution. Pursuant to the terms of the Agreement, after the Closing, the Company will distribute to certain persons three-year warrants permitting each of such persons to purchase Common Stock of the Company for an exercise price of $.10 per share. It is currently contemplated that Gulfstream Financial Partners, LLC, a consultant to the parties in the Exchange, will receive warrants to purchase an aggregate of 2,452,000 shares of Common Stock, and World Capital Funding, LLC, a consultant who will assist the Company in raising equity funding after the Closing, will receive warrants to purchase an aggregate of 495,360 shares of Common Stock. In addition, certain officers and directors of Imaginon will receive warrants to purchase an aggregate of 1,400,000 shares of Common Stock for an exercise price of $.10 per share. The Common Stock purchasable upon exercise of the warrants will be registered under the Securities Act of 1933, as amended (the “Securities Act”), on an appropriate form.

All information set forth in this Information Statement concerning Imaginon and WWDI, risks associated with WWDI`s business, and WWDI`s plan of operation for the Company following the Exchange, has been prepared solely by Imaginon and WWDI. All information concerning the Company has been prepared solely by the Company.


TERMS OF THE AGREEMENT

The material terms and conditions of the Agreement are summarized below. For more detailed and complete information concerning the Exchange and related transactions, please refer to the Agreement.

Terms of the Exchange

Pursuant to the Agreement, the Company will issue the New Shares to Imaginon (WWDI`s sole shareholder), in exchange for which Imaginon will transfer to the Company all of the issued and outstanding capital shares of WWDI. As a result of the Exchange, WWDI will become a wholly owned subsidiary of the Company. The Exchange will not cause any change in the Certificate of Incorporation or Bylaws of the Company.

The New Shares will not be registered under the Securities Act, but will be issued in reliance upon an exemption from the Securities Act`s registration requirements provided by Section 4(2) of the Securities Act. The Company believes that the exchange of shares contemplated in this Information Statement will be exempt from registration under Section 4(2) of the Securities Act on the basis that it is a transaction not involving a public offering, because:

(a) the New Shares will be offered solely to a small, identifiable class of persons, namely Imaginon, the sole shareholder of WWDI, and certain of Imaginon’s officers and directors (collectively, the “Issuees”);

(b) Each of the Issuees will affirmatively represent to the Company that, among other things, it is taking the New Shares for investment with no current intention of reselling or distributing the New Shares, and that it has sufficient knowledge and experience in business, financial and tax matters to evaluate the risks and merits of exchanging the WWDI shares for the New Shares;

(c) Each of the Issuees will be given information or access to information about the Company equivalent to what would have been contained in a registration statement filed under the Securities Act, and each Issuee will acknowledge this fact; and

(d) all of the New Shares issued by the Company will bear a customary form of investment legend restricting transfer, and a stop transfer order will be placed in the transfer records as to all such shares.

All certificates evidencing the New Shares will bear a customary form of investment legend, and the New Shares may not be sold, pledged, hypothecated or otherwise transferred unless first registered under the Securities Act or pursuant to an available exemption from such registration requirements.

Change in Officers and Directors

At the Closing, James A. Newcomb, David M. Schwartz and David A. Caney (the “Designees”) will become directors of the Company, and Stephen M. Siedow will cease to be a director or officer. Immediately following the Closing, the Designees will constitute all of the directors of the Company. Upon Closing, James A. Newcomb will serve as President and Chief Financial Officer of the Company, and David A. Caney will serve as Corporate Secretary of the Company.

Conditions Precedent to Closing

The Company, Imaginon and WWDI are not required to complete the Exchange unless a number of conditions are satisfied by Closing, including the following: (a) all material consents and authorizations required in connection with the performance of the Agreement have been obtained; (b) neither the Company nor WWDI have experienced any materially adverse changes in operations or financial condition since the date of the Agreement; (c) the representations and warranties of the parties are true and correct, and (d) all covenants of the parties have been fulfilled and all deliveries of documents have been made, as of the Closing.

Termination

The Agreement may be terminated by any party if the Closing does not occur prior to June 1, 2001, unless extended. In addition, the Agreement may be terminated by the mutual written agreement of the Company, Imaginon and WWDI, and may be terminated by any party if the conditions precedent to the parties` respective obligations were not satisfied, or if the closing of the Exchange becomes inadvisable by reason of the institution of any governmental investigation or any lawsuit or other proceeding.

Representations and Warranties; Covenants and Agreements

The Agreement contains certain representations, warranties, covenants and agreements by the Company, Imaginon and WWDI regarding, among other things, the accuracy and completeness of information supplied in connection with the Exchange. The Agreement, among other things, prohibits the Company from: (i) selling or transferring any of its assets or property; (ii) making any distribution, whether by dividend or otherwise, to any of its stockholders or employees except for compensation to employees and payments to associated companies for goods and services, in the usual and ordinary course of business; (iii) declaring any dividend or other distribution; (iv) redeeming or otherwise acquiring any shares of its capital stock or other securities; (v) issuing or granting rights to acquire shares of its capital stock or other securities; or (vi) agreeing to do any of the foregoing things. Unless and until the Agreement is terminated, the Company is also prohibited from engaging in negotiations to acquire any other company or engage in any transaction similar to the Exchange.

Expenses

Each party will bear its own expenses incurred in connection with the Exchange.


INFORMATION CONCERNING IMAGINON AND WWDI

General Information

WWDI is a privately held corporation organized under the laws of the State of Delaware in July 2000. WWDI’s authorized capital stock consists of 30,000,000 shares of common stock, $.001 par value, of which 6,000,000 shares have been issued and are outstanding, and 10,000,000 shares of preferred stock, $.001 par value, of which no shares are issued or outstanding. All of WWDI’s outstanding common stock is held by Imaginon, a publicly-traded information technology company focused on developing and marketing broadband and narrowband network software to businesses and institutions.

WWDI’s Business

WWDI was incorporated in July 2000 as a Delaware subsidiary of Imaginon, to continue the development and commercialization of Internet and intranet database processing software for wireless applications (the "WWDI System"). WWDI’s business headquarters are currently located at 1313 Laurel Street, Suite 4, San Carlos, California 94070.

Background

The number of cellular telephones and personal digital assistants with Internet access is growing rapidly. Finding relevant information on the Internet is a daunting task that requires considerable skill. The WWDI System simplifies this difficult task not only on regular personal computers but on wireless handheld devices as well.

WWDI’s Solution

WWDI intends to address the unsolved requirements of the marketplace through an innovative application of proprietary technology licensed from Imaginon. See “WWDI’s Business - Technology.” WWDI intends to develop and commercialize new products for use in wireless Web data acquisition, formatting, and delivery. By using the WWDI System, information in all its forms, including text, audio, video and graphics, will be easily located and automatically downloaded to any digital device, even a cell phone. At present, WWDI knows of no other technology, product or service that is fully automated, media-savvy, multi-device compatible, hands free and can allow the user to easily find text, audio, video and graphics on the Internet. It will be a Web-based system that will have a major impact on the way that information is harvested and presented to users.

The first new development by WWDI in connection with the WWDI System will be the Wireless Data Server Engine. The store and forward capability of this system will allow users to initiate an Internet or intranet data request from their desktop personal computer or cell phone, and then see or hear the results at a later time on their phone or other portable device. Data requests may be for any type of information, from stock reports to movie times, and even audio or video files.

With the WWDI System, there`s no need to type cryptic addresses or look through thousands of Web sites or corporate server pages to gather information. The WWDI System knows what to look for based on the context of the user’s activity. The WWDI System finds the desired information and then displays it in the format appropriate for the user’s device. When the user is interacting with a personal computer, the report is formatted to fit within a Web browser window. When the user is viewing television, the report can scroll below the video, or open a picture-in-picture window. When the user is on a cell phone, the report fits in the display window of the phone, and scrolls up and down. When the user is on his or her wireless handheld device such as a Palm Pilot, the report fits the screen, page by page. WWDI’s audio interface means users can request information by voice, and get spoken reports, as well as help, on devices that support voice-initiated commands.

From the user’s point of view, WWDI provides a simple way to get any kind of data from the Web or an intranet; including audio, video, and properly formatted text reports. Internally, the technology employed by WWDI differs from conventional methods in many respects. The areas of differentiation are database construction, user Interface, search method and presentation method.

Database Construction

Most data services build a database of Web sites or intranet server pages by using a software robot that fetches each page’s own description of itself. Then, keywords in that description are used to categorize the site. When the user makes a data request based on a key word or phrase, those key words act as indexes into the database. The result is a list of possible Web sites or intranet pages to visit, with those sites’ description of themselves included in the list. This method of building the database relies entirely on the veracity of a site’s own description, which may be incorrect, or intentionally misleading.

The WWDI System builds and updates its database by actually visiting Web sites and intranet pages and reading a substantial amount of the actual text on each site. The site’s text is then combed for the keywords that verify the subject matter. Additionally, all rich media assets on the site are analyzed, such as graphics, audio and video being noted. This procedure results in a search database that is highly accurate, up to date, with media asset references.

User Interface

Every major data service interfaces with its users via a text window, in which users type the key words or phrase of interest. Text input works well for people who own computers and know how to use them. For the rest of the population, a less complex and friendlier interface is required.

The WWDI System is designed to accept input from a wide range of devices and methods. Cartoons, pictures or icons can be used to initiate searches on devices with limited display space, or on devices that don’t have keyboards, such as cell phones. Voice-activated searches, using speech recognition software will also be useful for non-personal computer devices.

Search Method

Major data services and search engines build a list of potential “hits” that match the user’s topic of interest by searching only their own database, with no verification that any site in the list still exists, or is actually relevant. The chances are, many of the sites listed are no longer current, and many will be off-topic.

The WWDI System uses its own database, which is verified at the time it is built, as well as lists from other search engines’ databases. Then, each site on the list is actually visited and read to verify it is relevant, before being presented to the user. If the user has requested rich media, such as graphics, audio or video, the presence of those assets on the target sites will also be verified.

Presentation Method

Every major data service and search engine presents its results to the user as a simple list. The list may contain a description of the site, or the first paragraph of text from the site. Typically, the list is ordered from top to bottom according to the likelihood that the site matches the search criteria.

The WWDI System presents formatted reports to its users. These reports contain the actual reformatted text from the sites, plus rich media assets like graphics, audio and video, if the user requested them. This report building capability is controlled so that the report’s format matches the display capability and channel capacity of the target system. This way, a cell phone display can be used effectively. The WWDI System can also build slideshow-style presentations. The slide shows can be simple linear shows, like a Microsoft PowerPoint presentation, or structured. Structured playback, which is unique to the technology licensed from Imaginon, means the user can cause the slide show to branch from one path through the slides to another, by clicking on the display screen.

WWDI`s Business Strategy

WWDI intends to build its business by providing services and software to businesses and institutions for their own use, and to communications companies that want to offer advanced data services to their subscribers. Businesses and institutions will either buy WWDI software for their own Internet or intranet data servers, or buy turnkey servers already loaded with WWDI software. Communications companies will also have the choice of buying software only, or turnkey WWDI servers. WWDI software and equipment can either be purchased outright, or paid for on a per-use basis, with extended financing provided by WWDI via leasing arrangements.

Management believes that WWDI will have at least three ways to generate revenue: selling WWDI servers or WWDI server software directly to businesses and institutions for their own use, operating WWDI’s servers including the WWDI System as an advertiser-supported service, and selling subscriptions to the WWDI data service via cell phone system partners. These three target markets are all part of the rapidly developing multiple device wireless information market. According to the Yankee Group, there are over 300 million digital wireless device users, mostly cell phones, today. This number is expected to grow to over 1 billion users within the next four years. In the wireless information market, WWDI can either sell turnkey WWDI servers, or partner with industry-leading marketers and digital communications companies. Partners will get a customized version of WWDI Online aimed at their audience and hosted by WWDI’s own servers, at zero cost to the partner. In return, WWDI will receive a fee per search, a fee per subscriber, or a percentage of advertising revenues.

WWDI Cell Phone Data Service

By partnering with cell phone system operators, of which there are over 300 in the U.S. alone, WWDI will be able to offer subscriptions to a localized version of WWDI’s database, optimized for use on a cell phone or personal digital assistant. Localization based on the radius of coverage of a cell phone operator means creating a WWDI database that is geographically biased to the metropolitan area the cell phone user is presently in. WWDI’s icon-driven input capability will provide the cell phone’s graphical user interface with a compact means of representing data categories. A search for local restaurants could start with the fork and knife icon, then offer icons for fish, fowl, veggies or meat. WWDI would find and display a keypad-linked list of Web-based results. Then, one touch on the keypad would dial the selected restaurant.

WWDI Advertiser Supported Data Service

WWDI could operate a free service accessible to anyone with a Web browser. This service will become advertiser supported, once traffic reaches the point where that is feasible. The WWDI research reports generated by the service have the potential to become an advertising and delivery medium. To attract partners and advertisers, WWDI’s system will be customized for each industry partner to appeal and function optimally for that partner’s target audience.

WWDI Server and Software Sales

The WWDI server will be delivered to customers in a turnkey hardware/software bundle. The hardware will be either an Intel-based rack mount unit or a Sun Microsystems rack mount unit. These are industry-standard platforms without any modifications. The software, which will be customized for each customer, runs under either Linux or Windows 2000 Server on the Intel platform, and under Solaris on the Sun platform. The WWDI server software is Java code that spawns a Java client inside either the user’s Microsoft Internet Explorer Web browser or the Netscape Navigator Web browser. WWDI also offers its own “Pure Java” browser, which is useful in devices such as set top boxes that have small memories. WWDI’s server-side software will download Web content to any Java-enabled handheld device.

Prices for WWDI base server hardware/software bundles will depend on the system data throughput capacity required by the customer. Every WWDI base server accepts expansion modules that can increase capacity to hundreds of thousands of transactions per minute, should the customer need it.

Technology

The WWDI technology that the WWDI System will initially use was licensed from Imaginon effective as of April 23, 2001. David M. Schwartz and Leonard Kain founded Imaginon in 1996 to develop better ways for businesses and consumers to take advantage of the Internet and personal computers. The Imaginon technology invented by Messrs. Schwartz and Kain is the subject of two United States patents, Patent Nos. 5,905,988 and 5,607,356.

The embodiment of the two Imaginon patents licensed for use in the WWDI System is referred to as Transformational Database Processing and Playback, composed of a set of 14 software tools. In the hands of webmasters and programmers, these tools are used to create new applications and content. New products created with these tools are characterized by seamless real-time access to video, audio, graphics, text, HTML and 3D objects from multiple remote or local databases.

The technology used in the WWDI System has three components:

· database analysis
· network synthesis
· real-time adaptive playback

The source database for the analysis can be any data file or set of data files which may contain multiple classes of data, such as text, graphics, video or audio. In the case of WebZinger, which is currently distributed by Imaginon, the source database is the entire World Wide Web, where allowable data classes are images, movies, audio, text, HTML and Java applets. During database analysis, filters based on selection criteria are used to screen out irrelevant data and accept desirable data. The organization of the data with respect to its position in the database is preserved.

Network synthesis is the process of creating a "playable" network consisting of data items and decision points. The synthetic network is hierarchical and tree-like in that it has a trunk, branches and leaves. Decision nodes, which are the points within a network where an item resides, or a connection is made to an item in the network, connect the branches to the trunk and the leaves to the branches. The distance from the trunk at which a data item is placed out on a branch is usually determined by its quality of match to the database analysis criteria. The network synthesis process can be entirely automatic or manually guided.

Real-time playback is the part of the technology that most users see. The desired data items selected during database analysis and organized within a synthetic network are played in real time, sequentially and seamlessly. When the synthetic network contains solely digitized film clips, the resulting playback forms an interactive movie. If the network is populated with still images, such as Web pages, playback forms an interactive slide show. A network filled with text pages is a hypertext electronic book, magazine or newspaper. Synthetic networks can be layered one on top of the other, with live cross-references.

License Terms

WWDI`s rights to the WWDI System are set forth in the Technology License Agreement by and between Imaginon and WWDI, effective April 23, 2001. The License Agreement grants WWDI an exclusive, worldwide, perpetual right to use, reproduce, modify, distribute directly and indirectly and make deriviative works of the WWDI System for wireless device and wireless Internet applications other than the Internet television applications pursued by Imaginon. WWDI also receives the right to use the names “WebZinger” and “Vizario” in association with products derived from the licensed technology.

The License Agreement specifically provides that Imaginon continues to own all right, title and interest in and to the licensed technology and has retained the right to use the WWDI System in connection with its Internet television applications. WWDI has the right to modify and further develop the WWDI System, and the License Agreement provides that WWDI will own all right, title and interest in any modifications, improvements or enhancements to the licensed technology that WWDI may make. However, the licensed technology does not include any upgrades, new versions or releases, enhancements or updates to the licensed technology developed by Imaginon, unless Imaginon so agrees.

The License Agreement sets forth certain other restrictions on WWDI. It provides that WWDI may not reverse assemble, de-compile or reverse engineer the licensed technology except as specifically authorized in writing by Imaginon. WWDI must include an end user license with each copy of a product developed and licensed or sold which includes the licensed technology. The licensed technology may not be marketed, sold, or otherwise conveyed to the United States government or any foreign government without Imaginon’s prior written consent. WWDI must provide all customer support for the licensed products.

WWDI will pay Imaginon an aggregate license fee of $2,000,000 under the License Agreement. The first payment of $500,000 is due and payable upon the delivery by Imaginon of the licensed technology. Thereafter, WWDI will make quarterly payments of $500,000 until the license fees are paid in full. WWDI must also pay all license fees and royalties with respect to any third party proprietary rights and technologies which are required for the exercise of WWDI’s rights under the License Agreement, and is solely responsible for all international, federal, state and local sales, use, value-added and excise taxes with respect to the licensed technology and the products derived therefrom. The License Agreement also provides for mutual indemnification and confidentiality.

The License Agreement provides for termination by either party for cause, immediately upon the occurrence of certain events, including the appointment of a receiver, making of a general assignment for the benefit of creditors or filing for bankruptcy by the non-terminating party, or an uncured default or violation of any covenant, agreement, representation or warranty in any material respect by the non-terminating party. In the event of termination, all end-user licenses will remain in effect and Imaginon will continue to provide maintenance support.

Product Development

The first product under development for WWDI by Imaginon staff is “Vizario”ä, personal agent software for data acquisition, management and presentation in a wireless network environment, or in a hybrid network combining wireless and wired devices. The product is deployed on a network server. Clients accessing the Vizario server for the first time may be required to accept a small download of software to enable their wireless device or desktop PC. Vizario’s graphical user interface (GUI) supports a rich feature set:

- Web, Vizario database, and enterprise LAN search capability
- Easy customization of operations by the user
- Menu or keyword-driven search initiation
- Editing and/or deletion of stored search results
- Smooth vertical scrolling display, or page by page display of retrieved data
- Audio and video playback
- Linear, slideshow-like presentation of data pages
- Bookmarks list for rapid access to stored, formatted data pages

To date, a proof of concept of Vizario for use on the Motorola iDEN cell phone has been completed. This proof of concept software runs within the Motorola iDEN Emulator on a Microsoft Windows PC. Operating under a Memorandum of Understanding provided by Motorola and signed by Imaginon, WWDI intends to take further steps outlined in the Memorandum of Understanding, including testing on actual cell phones, and presentations to communications companies intending to use iDEN phones.

Software development of Vizario for Windows .NET-based communications devices and Symbian Epoch 5-based cell phones is ongoing. Prototype software for the Nokia 9210 Communicator is running within the Symbian Epoch 5 Emulator on a Microsoft Windows PC. Software development for Windows Pocket PC-class devices is ongoing.

Depending on many factors, including availability of funds and the rate of software development processes, WWDI anticipates that publicly demonstrable Vizario software will be completed within six months, and the first commercially viable version will be available for deployment by operating companies shortly thereafter.

Under the License Agreement, Imaginon will transfer its ownership and rights in Vizario to WWDI, and WWDI will continue the development of Vizario for wireless device and wireless Internet applications. Any improvements, upgrades or enhancements to the Vizario technology will be owned by WWDI.

Sales and Marketing

WWDI’s sales and marketing strategy for Vizario will be developed over the next six months, based on feedback from potential customers and users. WWDI intends to seek additional capital to develop and build a sales and marketing organization.

Competition

In the rapidly evolving wireless Web arena at least six potential competitors have announced that they will soon have products available: Crescent Deviceware of New York City, Ask Jeeves, of Emeryville, California, Inktomi, of Foster City, California, IBM, of Armonk, NY, and AlterEgo, of Redwood City, California. Given the size of the potential marketplace, there may be additional entrants by the end of the year 2001 including other search engine companies and Internet Service Providers. WWDI believes the WWDI System will give it significant competitive advantages versus all of the companies mentioned above. Among these advantages are:

- For wireless network operators (carriers):
- Fast to implement
- Minimizes bandwidth requirements
- Good user interface, for strong user acceptance
- Ability to leverage WWDI server infrastructure if desired

- For consumers (especially business consumers):
- Ease of use (especially on small screens, at low bandwidth)
- Cost-effective data transmission
- Ability to deliver critical data types

- For content owners:
- Ease of deployment (publishing) of content
- Intuitive tools for content creation
- Ability to leverage WWDI server infrastructure if desired

Employees

WWDI currently has no employees. Upon consummation of the Stock Exchange Agreement, WWDI intends to employ the persons set forth below under “Management of the Company – Management and Board of Directors After the Closing”. WWDI will also commence efforts to hire additional senior management and employees, including but not limited to a VP of Business Development and an administrative assistant.

WWDI Executive Compensation

Upon the Closing of the Exchange, Messrs. Newcomb, Schwartz and Caney will receive warrants to purchase an aggregate of 1,400,000 shares of the Company’s Common Stock at an exercise price of $.10 per share in consideration of their efforts in the launch of WWDI. In addition, Messrs. Newcomb, Schwartz and Caney will receive an aggregate of 920,000 shares of the Company out of the 20,000,000 shares to be issued in the Exchange.

Properties

WWDI began leasing executive office space from Imaginon in January 2001. This office space, located at 1313 Laurel Street, Suite 4, in San Carlos, occupies approximately 1,200 square feet and is leased on a month to month basis with a monthly payment of $3,990.

Legal Proceedings

WWDI is not a party to any legal proceedings.

Changes in and Disagreements With Accountants

WWDI has not had any change in or disagreements with its accountants.



WWDI MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of December 31, 2000, WWDI was in the development stage and accordingly had no revenues. WWDI had a cumulative operating loss through December 31, 2000 of approximately $25,000. Please see “Financial Statements of WWDI”. This loss is attributable to start-up and operating costs, including legal and public relations fees.

Because WWDI is still in the development stage, it has limited working capital and internal financial resources, all of which to date have been provided by Imaginon. WWDI has not yet attempted to seek operating capital from external equity or debt financing or from conventional lenders. Immediately after the Closing, the Company, as the successor to WWDI, intends to seek private investments from third parties. It is currently contemplated that such investments will take the form of preferred stock, with the terms and conditions of such preferred stock to be negotiated between the Company and the investors.

The independent auditors’ report on WWDI’s financial statements as of and for the period ended December 31, 2000, includes a paragraph that describes substantial doubt about WWDI’s ability to continue as a going concern. Management’s plans in regard to the factors prompting the explanatory paragraph are described in the notes to the WWDI financial statements.


RISKS RELATING TO WWDI’S BUSINESS


Limited Operating History

WWDI has only recently been incorporated and organized. Thus, it has an extremely limited operating history on which to base an evaluation of its business and prospects. WWDI’s prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in rapidly evolving markets such as telecommunications. To address these risks and uncertainties, WWDI must, among other things, obtain, maintain and increase the number of its customers, maintain and enhance its brand, implement and execute its business and marketing strategy successfully, continue to enhance its products and services to meet the needs of a changing market, provide superior customer service, respond to competitive developments and attract, integrate, retain and motivate qualified personnel. There can be no assurance that WWDI will be successful in accomplishing any or all of these things, and the failure to do so could have a material adverse effect on WWDI’s business, results of operations and financial condition.


Potential Conflicts of Interest With Imaginon

WWDI was formed as a wholly-owned subsidiary of Imaginon, The current officers and directors of WWDI, who will also serve as officers and directors of the Company after the Closing, are also officers and directors of Imaginon. As a result, the License Agreement between Imaginon and WWDI, which provides for the licensing of the technology that is the basis for WWDI’s planned operations, was not negotiated on an arm’s length basis. In addition, the time-based consulting agreements under which certain officers and directors of Imaginon will serve in similar capacities for the Company after the Closing, and the consulting agreement under which Imaginon will provide technical and engineering consulting to the Company after the Closing, will not be negotiated on an arm’s length basis. The terms of all of these agreements, as well as any other arrangements that may be entered into between Imaginon and the Company, may not be as favorable to the Company as other agreements negotiated between unrelated parties.

The officers and directors of the Company after the Closing will also continue to serve as officers and directors of Imaginon, and will not be required to devote any specific portion of their time to the Company’s affairs. This could have an adverse effect upon the business and financial condition of the Company.

Termination of the License Agreement; Restrictions Upon WWDI in License Agreement

The License Agreement between Imaginon and WWDI provides for early termination upon the occurrence of certain events, including the insolvency of either party or a breach of the License Agreement. Although the License Agreement provides for the continuation of end user licenses and maintenance and support in the event of an early termination, such early termination would have a material adverse effect on the business and financial condition of the Company.

The License Agreement also contains certain provisions which may restrict the benefits available to WWDI. For example, it provides that the licensed technology does not include any upgrades, new versions or releases, enhancements or updates to the licensed technology which are developed by Imaginon, unless Imaginon so agrees. WWDI may not market, sell or otherwise convey the licensed technology to the United States government or any foreign government without Imaginon’s prior written consent. These restrictions could hamper the ability of WWDI to derive revenues from the licensed technology.

Management of Potential Growth

WWDI anticipates a period of significant expansion to address its market opportunities. This expansion is expected to place a significant strain on WWDI’s management, operational and financial resources. Over the next year or two, WWDI will need to add a number of key managerial, sales, marketing, planning, technical and operations personnel. To manage the expected growth of its operations and personnel, WWDI will be required to improve existing and implement new procedures and controls, and to expand, train and manage its growing employee base. WWDI also will be required to expand its finance, administrative and operations staff. Further, WWDI may be required to enter into relationships with various strategic partners and other third parties necessary to its business. There can be no assurance that WWDI’s current and planned personnel, procedures and controls will be adequate to support its future operations, that management will be able to hire, train, retain, motivate and manage required personnel or that management will be able to identify, manage and exploit existing and potential strategic relationships and market opportunities. The failure of WWDI to manage growth effectively could have a material adverse effect on its business, results of operations and financial condition.

Introduction of New Products

WWDI’s success in the software development business will be 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. In addition, the process of developing WWDI’s software products is extremely complex. A significant delay in the introduction of one or more new products or enhancements could have a material adverse effect on the ultimate success of such products. If revenue from new products or enhancements does not replace declining revenues from existing products, WWDI may experience:

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

Dependence on Other Companies

WWDI plans to enter into agreements and informal relationships with other software and computer companies under which the companies will use or promote WWDI products. Management of WWDI believes that these arrangements are important to the promotion of its products and the public recognition of its brand and name. However, there is no guarantee that WWDI will be successful in entering into these agreements and relationships. Additionally, 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 WWDI:

· limit or eliminate the market for WWDI products
· limit or eliminate public recognition of WWDI’s name
· reduce revenues
· lower cash flows
· impair liquidity

Dependence on Key Personnel

WWDI’s performance will be substantially dependent on the continued services and on the performance of its senior management and other key personnel. WWDI currently has no employees other than Messrs. Newcomb and Caney. These two key individuals are also currently employed by Imaginon. See “Risks Relating to WWDI’s Business – Potential Conflicts of Interest With Imaginon”. WWDI’s performance will also depend on its ability to attract, retain and motivate additional officers and key employees. The loss of the services of any of its executive officers or other key employees could have a material adverse effect on WWDI’s business, results of operations and financial condition. WWDI’s future success will also depend on its ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, marketing and customer service personnel. Competition for such personnel is intense, and there can be no assurance that WWDI will be able to successfully attract, integrate or retain sufficiently qualified personnel. The failure to retain and attract the necessary personnel could have a material adverse effect on WWDI’s business, results of operations and financial condition.

Intense Competition

The market in which WWDI will sell its products is rapidly evolving and intensely competitive, and management expects competition to intensify further in the future. WWDI believes that the principal competitive factors in its market are the consumers willingness to pay for add-on services over the Internet such as a fee for the use of the WWDI System, the desire of cellular telephone companies and Internet operators to build their own wireless data services, the demand for alliances and agreements with cellular telephone companies may exceed the supply thereby pushing prices down, the ability of data and content owners to restrict access to their data and content and relatively low barriers to entry into the relevant markets by search engine companies and others. Certain of WWDI’s current and many of its potential competitors have significantly greater financial, marketing, technical and other resources than WWDI. Increased competition may result in reduced operating margins, loss of market share and diminished value in WWDI’s brand. There can be no assurance that WWDI will be able to compete successfully against current and future competitors. Further, as a strategic response to changes in the competitive environment, WWDI may, from time to time, make certain pricing, service or marketing decisions or acquisitions that could have a material adverse effect on its business, results of operations and financial condition.

Rapid Technological Change

The market in which WWDI will compete is characterized by rapidly changing technology, evolving industry standards, frequent new service and product announcements, introductions and enhancements and changing customer demands. Accordingly, WWDI’s future success will depend on its ability to adapt to rapidly changing technologies, to adapt its services to evolving industry standards and to continually improve the performance, features and reliability of its service in response to competitive service and product offerings and evolving demands of the marketplace. The failure of WWDI to adapt to such changes would have a material adverse effect on its business, results of operations and financial condition.

Protection and Enforcement of Intellectual Property Rights

WWDI regards the protection of the licensed patents and its copyrights, service marks, trademarks, trade dress and trade secrets as critical to its future success and relies on a combination of copyright, trademark, service mark and trade secret laws and contractual restrictions to establish and protect its proprietary rights in products and services. WWDI will enter into confidentiality and invention assignment agreements with its employees and contractors, and nondisclosure agreements with parties with which it conducts business in order to limit access to and disclosure of its proprietary information. There can be no assurance that these contractual arrangements or the other steps taken by WWDI to protect its intellectual property will prove sufficient to prevent misappropriation of its intellectual property or to deter independent third-party development of similar products.

Future Capital Needs

WWDI currently anticipates that its available funds, together with net proceeds from a private placement of preferred stock to be conducted immediately after the consummation of the Exchange, will be sufficient to meet its anticipated needs for working capital, capital expenditures and business expansion through at least the next twelve months. Thereafter, WWDI may need to raise additional funds. WWDI may need to raise additional funds sooner in order to fund more rapid expansion, to develop new or enhanced services or products, to respond to competitive pressures or to acquire complementary products, businesses or technologies. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of the stockholders of WWDI will be reduced, stockholders may experience additional dilution and such securities may have rights, preferences and privileges senior to those of the Common Stock. There can be no assurance that additional financing will be available, or that if available, will be on terms favorable to WWDI. If adequate funds are not available or are not available on acceptable terms, WWDI may not be able to fund its expansion, take advantage of unanticipated acquisition opportunities, develop or enhance services or products or respond to competitive pressures. Such inability could have a material adverse effect on WWDI’s business, results of operations and financial condition.

Competition From Other Providers of Internet Products and Software

The markets that WWDI intends to enter for its wireless 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 that WWDI’s competitors will 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 WWDI 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. It is possible that WWDI may not have the resources to withstand these and other competitive forces.

Government Regulation

WWDI is 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 WWDI’s proposed products and services and increase its 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 WWDI’s business and prospects.

Liability for Services

Because materials may be downloaded by the online or Internet services operated or facilitated by WWDI and may be subsequently distributed to others, there is a potential that claims will be made against WWDI 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 WWDI carries general liability insurance, it may not cover potential claims of this type or may not be adequate to indemnify WWDI 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 impact WWDI’s revenues, cash flow and/or liquidity.

INFORMATION CONCERNING THE COMPANY


Business

Information concerning the business of the Company and its results of operations and financial condition are incorporated by reference to its Annual Report on Form 10-KSB for the year ended December 31, 2000, as filed with the Securities and Exchange Commission and available electronically on EDGAR at www.sec.gov.

Description of Securities

The Company’s Bylaws provide that the directors are elected for one-year terms, until the next annual meeting of stockholders or until their successors are duly elected and qualified.

The Company’s Common Stock is the only class of voting securities outstanding. The holders of Common Stock are entitled to one vote for each share held. The Company’s Certificate of Incorporation provides that the affirmative vote of a majority of the votes cast at a shareholders’ meeting is sufficient to effect any corporate action upon which shareholders may or must vote. The Common Stock does not carry cumulative voting rights; thus holders of more than 50% of the Common Stock will have the power to elect all directors if they wish and, as a practical matter, to control the Company. Holders of Common Stock are not entitled to preemptive rights, and the Common Stock is not subject to redemption.

The Company’s Bylaws currently provide for a board comprised of one director, who is elected for a one-year term at the annual meeting of stockholders. Immediately after the Closing, the Bylaws will be amended to increase the Board to three directors. The affirmative vote of a simple majority of the outstanding Common Stock is necessary to remove a director. A special meeting of stockholders may be called by the Chairman of the Board, the President, a majority of the Board of Directors, or stockholders owning in the aggregate 10% or more of the Common Stock. Holders of Common Stock are entitled to receive, pro rata, dividends if, when and as declared by the Board of Directors out of funds legally available therefor.

Upon liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to share ratably in the Company’s assets legally available for distribution to its stockholders after payment of liquidation preferences and outstanding redemption rights, if any, on its outstanding preferred stock, and are not subject to further calls or assessments.


PRINCIPAL STOCKHOLDERS OF THE COMPANY


The following tables set forth the beneficial ownership of the Company prior to and immediately following the Closing:

Stockholdings Prior to Closing

The following table sets forth, as of the date of this Information Statement, the stock ownership of each executive officer and director of the Company, all directors and executive officers as a group, and each person known by the Company to be a beneficial owner of more than five percent of its issued and outstanding Common Stock. As of such date, the Company had approximately 4,768,000 shares of Common Stock issued and outstanding. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power as to such shares. Except as otherwise noted, no person listed below has any options, warrants, or other rights to acquire additional securities of the Company.

Name and Address Amount and Nature Percent of
Of Beneficial Owner of Beneficial Owner Class

Stephen M. Siedow 1,977,056 (1)(2) 41.5%
12373 E. Cornell Avenue
Aurora, CO 80014

John D. Brasher Jr. 1,932,256 (2)(3) 40.5%
90 Madison Street, St. 707
Denver, CO 80206

All directors and executive 1,977,056 (1)(2) 41.5%
officers as a group (one person)
___________________________
(1) Mr. Siedow disclaims beneficial ownership of 52,416 shares of Common Stock owned by his wife, Linda M. Siedow, of 64,000 shares of Common Stock held by his wife as custodian for his minor children, and of 32,000 shares of Common Stock held by his daughter.

(2) Includes 223,456 shares of Common Stock held by MNS Eagle Equity Group, Inc., a corporation controlled by Messrs. Siedow and Brasher.

(3) Mr. Brasher disclaims beneficial ownership of 128,000 shares of Common Stock owned by his wife, Lisa K. Brasher. Includes 160,000 shares of Common Stock held by Yakima Corp., a corporation controlled by Mr. Brasher and his wife.

Despite not having received any compensation and not having otherwise engaged in any transactions involving the acquisition or disposition of assets with the Company, the current officers and directors of the Company may be deemed to be “promoters” and “founders” of the Company.

Stockholdings Following the Closing

The table below sets forth the name and address of every person who, following the Closing, will be a director or executive officer of the Company, such directors and executive officers as a group, and other persons who will, to the Company’s knowledge, own of record or beneficially more than five percent of its issued and outstanding Common Stock. The following table assumes that the Closing of the Exchange has occurred and gives effect to the issuance of 20,000,000 shares of Common Stock to Imaginon, but does not give effect to the private placement of preferred stock which may occur after the Closing. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power as to such shares. Except as otherwise noted, no person listed below has any options, warrants, or other rights to acquire additional securities of the Company.

Name and Address Amount and Nature Percent of
Of Beneficial Owner of Beneficial Owner Class

Imaginon, Inc. 19,080,000 77.0%
1313 Laurel Street
San Carlos, CA 94070

Stephen M. Siedow 1,977,056 (1)(2) 8.0%
12373 E. Cornell Avenue
Aurora, CO 80014

John D. Brasher Jr. 1,932,256 (2)(3) 7.8%
90 Madison Street, St. 707
Denver, CO 80206

James A. Newcomb 800,000 (4) 3.2%
1313 Laurel Street
San Carlos, CA 94070

David M. Schwartz 1,000,000 (5) 3.9%
1313 Laurel Street
San Carlos, CA 94070

David A. Caney 520,000 (6) 2.1%
1313 Laurel Street
San Carlos, CA 94070


Gulfstream Financial Partners, LLC 2,452,000 (7) 9.0%
2401 PGA Blvd., #190
Palm Beach Gardens, FL 33410

All directors and executive 2,320,000 (4)(5)(6) 8.9% officers as a group (three persons)
___________________________


(1) Mr. Siedow disclaims beneficial ownership of 52,416 shares of Common Stock owned by his wife, Linda M. Siedow, of 64,000 shares of Common Stock held by his wife as custodian for his minor children, and of 32,000 shares of Common Stock held by his daughter.

(2) Includes 223,456 shares of Common Stock held by MNS Eagle Equity Group, Inc., a corporation controlled by Messrs. Siedow and Brasher.

(3) Mr. Brasher disclaims beneficial ownership of 128,000 shares of Common Stock owned by his wife, Lisa K. Brasher. Includes 160,000 shares of Common Stock held by Yakima Corp., a corporation controlled by Mr. Brasher and his wife.

(4) Includes warrants to purchase 500,000 shares of Common Stock, all of which will be exercisable within 60 days after the Closing.

(5) Includes warrants to purchase 600,000 shares of Common Stock, all of which will be exercisable within 60 days after the Closing.

(6) Includes warrants to purchase 300,000 shares of Common Stock, all of which will be exercisable within 60 days after the Closing.

(7) Comprised of warrants to purchase 2,475,000 shares of common stock, all of which will be exercisable within 60 days after the Closing.

The Company is not aware of any material proceeding to which any of the Designees is a party adverse to the interests of the Company or has a material interest adverse to the Company. During the past five years, none of the Designees has:

(1) Petitioned for bankruptcy or had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) Been convicted in a criminal proceeding or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4) Been found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and holders of 10% or more of its Common Stock to file reports of ownership (Form 3) and changes in ownership (Forms 4 and 5) with the SEC and to furnish the Company with copies of all such forms which they file with the SEC. During 2000, none of the above persons failed to comply on a timely basis with Section 16(a). In making the foregoing disclosure, the Company has relied solely on its review of copies of forms filed by such persons with the SEC. Promptly following the Closing, the Designees each will file a Form 3 in compliance with their reporting obligations under Section 16(a) of the Securities Exchange Act of 1934.

Certain Relationships and Related Transactions

At December 31, 2000 and 1999, the Company was indebted to its officers/directors and control stockholders for expenses advanced on behalf of the Company in the amounts of $7,203 and $4,910, respectively. The Company is not indebted to any former officers, directors, promoters or other control persons. The Company has no understanding with its officers, directors or stockholders pursuant to which such persons are required to contribute capital to the Company, loan money or otherwise provide funds to the Company.


MANAGEMENT OF THE COMPANY


Current Board of Directors and Management

Stephen M. Siedow currently serves as the sole officer (Chief Executive Officer, President and Chief Financial Officer) and Director of the Company. Upon the Closing of the Exchange, Mr. Siedow will resign as a director and the Board of Directors of the Company will be comprised of Messrs. Newcomb, Schwartz and Caney.

During the year ended December 31, 2000, the Company held no meetings of its Board of Directors; however, the Board acted by means of unanimous written consents in lieu of a meeting when required.

Committees of the Board of Directors

The Company has no standing audit, nominating or compensation committee. It is contemplated that such committees will be formed after the Closing of the Exchange.

Management and Board of Directors After the Closing

Neither of the Designees is currently an officer or director of, or holds any position with, the Company. The following table identifies each of the Designees and executive officers of the Company who will take office at the Closing:

Name Age Proposed Position(s) With the Company

James A. Newcomb 54 President, Chief Financial Officer and a
Director

David A. Caney 53 Corporate Secretary and a Director

David M. Schwartz 52 Director

The following sets forth certain information pertaining to each of the above persons:

James A. Newcomb. Mr. Newcomb has served as the Chief Financial Officer of Imaginon since November 19, 1999, and as Treasurer and a director of Imaginon since March 7, 2000. Prior to joining Imaginon, he was the Chief Financial Officer of Displaytech, Inc., in Longmont, Colorado, a privately held company that manufactures high resolution micro displays for, among other devices, digital still cameras, camcorder viewfinders, and projection displays for computer monitors and televisions. As Chief Financial Officer, Mr. Newcomb played a key role in implementing the financial aspects of Displaytech`s key alliances, both domestically and internationally. Before this, he was with the NASDAQ-listed Fischer Imaging Corporation, in Denver, Colorado, where he served from 1995 through 1998 as Vice President and Chief Financial Officer. A member in good standing of the Financial Executives Institute, Mr. Newcomb was awarded a Masters of Business Administration degree in Finance by the Amos Tuck School at Dartmouth College, Hanover, New Hampshire, in 1970. He received a BA degree in Economics from Beloit College, Beloit, Wisconsin, in 1968.

David A. Caney. Mr. Caney has been staff legal counsel at Imaginon since June, 1999. His extensive legal experience includes private law practice in litigation and positions with the District of Columbia as Chief, Office of Contract Administration, for the Department of Public Works, and Administrator of the Building and Land Regulation Administration (Mayoral Appointee). Prior to this, Mr. Caney was Senior Consultant for Hill, International, Inc. Earlier, he was the Staff Director of the Subcommittee on Governmental Activities and Transportation, Committee on Governmental Operations, U.S. House of Representatives. Mr. Caney holds a Bachelor of Architecture and a BS in English, both from Carnegie-Mellon University. He is licensed to practice architecture in the State of Maryland. He received his Juris Doctorate from Antioch School of Law, Washington, D.C. He is a member of the District of Columbia Bar.

David M. Schwartz. Mr. Schwartz has served as the Chairman, Chief Executive Officer, President and a director of Imaginon since January 1999. He has been principally employed as an officer and director of Imaginon.com, Inc., a wholly-owned subsidiary of Imaginon, since its formation in 1996. From 1992 until 1996, Mr. Schwartz was Vice President of New Media Systems and Technology for Atari Corporation, where he invented GameFilm technology for videogame applications and served as a principal designer of the Atari Jaguar CD peripheral. From 1990 to 1992, Mr. Schwartz was a senior member of the technical staff at Tandy Electronics Research Labs in San Jose, California, where he headed the software team developing the first writable and eras

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GALLAGHER RESEARCH CORPORATION
12373 East Cornell Avenue
Aurora, Colorado 80014
[phone]

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

INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

This Information Statement, which is being mailed on or about May 10, 2001 to the holders of record of shares of Common Stock, par value $.001 per share (the “Common Stock”) of Gallagher Research Corporation, a Nevada corporation (the “Company”), is being furnished in connection with the designation of certain persons as directors of the Company pursuant to a Stock Purchase Agreement and Plan of Reorganization dated as of May 4, 2001 (the “Agreement”), by and among the Company, Imaginon, Inc., a Delaware corporation (“Imaginon”) and Wireless Web Data, Inc., a Delaware corporation and wholly-owned subsidiary of Imaginon (“WWDI”). The information contained in this Information Statement is being provided pursuant to Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14f-1 of the Securities and Exchange Commission (the “SEC”) thereunder.

The Agreement provides that at the closing of the transactions contemplated by the Agreement (the “Closing”), Imaginon will sell and transfer to the Company all of the outstanding shares of WWDI common stock, and in exchange, the Company will issue and deliver an aggregate of 20,000,000 shares of the Company’s Common Stock (collectively, the “New Shares”) to Imaginon and certain of Imaginon’s officers and directors. This transaction as contemplated in the Agreement is sometimes referred to below as the “Exchange”. Nevada law does not require approval of the Exchange by the Company`s shareholders, and such approval will not be sought.

The Exchange is anticipated to be treated as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and the Company expects to account for its acquisition of WWDI using the purchase method of accounting.

The Closing is expected to occur on or about May 31, 2001. The Agreement provides that upon the Closing, the current officers and directors will resign from office and be replaced by persons designated by Imaginon.

Immediately following the Closing, the Company will have issued and outstanding 24,768,000 shares of Common Stock. Imaginon will hold directly an aggregate of 19,080,000 shares, or 77%, of the issued and outstanding shares of Common Stock.

Other than as disclosed in this Information Statement, there is no arrangement or understanding between the Company (or any of its officers or directors) and any other person pursuant to which such person was or is to be selected as a director or officer. The directors and officers are expected to devote their time to the Company’s affairs on an “as needed” basis, but will not be required to make any specific portion of their time available to the Company.

Name Change. The Agreement also provides that, as soon as reasonably possible after the Closing, a special meeting of the Company’s shareholders will be called for the purpose of voting upon a change of the Company’s name to “Wireless Web Data, Inc.” or a substantially similar name.

Warrant Distribution. Pursuant to the terms of the Agreement, after the Closing, the Company will distribute to certain persons three-year warrants permitting each of such persons to purchase Common Stock of the Company for an exercise price of $.10 per share. It is currently contemplated that Gulfstream Financial Partners, LLC, a consultant to the parties in the Exchange, will receive warrants to purchase an aggregate of 2,452,000 shares of Common Stock, and World Capital Funding, LLC, a consultant who will assist the Company in raising equity funding after the Closing, will receive warrants to purchase an aggregate of 495,360 shares of Common Stock. In addition, certain officers and directors of Imaginon will receive warrants to purchase an aggregate of 1,400,000 shares of Common Stock for an exercise price of $.10 per share. The Common Stock purchasable upon exercise of the warrants will be registered under the Securities Act of 1933, as amended (the “Securities Act”), on an appropriate form.

All information set forth in this Information Statement concerning Imaginon and WWDI, risks associated with WWDI`s business, and WWDI`s plan of operation for the Company following the Exchange, has been prepared solely by Imaginon and WWDI. All information concerning the Company has been prepared solely by the Company.


TERMS OF THE AGREEMENT

The material terms and conditions of the Agreement are summarized below. For more detailed and complete information concerning the Exchange and related transactions, please refer to the Agreement.

Terms of the Exchange

Pursuant to the Agreement, the Company will issue the New Shares to Imaginon (WWDI`s sole shareholder), in exchange for which Imaginon will transfer to the Company all of the issued and outstanding capital shares of WWDI. As a result of the Exchange, WWDI will become a wholly owned subsidiary of the Company. The Exchange will not cause any change in the Certificate of Incorporation or Bylaws of the Company.

The New Shares will not be registered under the Securities Act, but will be issued in reliance upon an exemption from the Securities Act`s registration requirements provided by Section 4(2) of the Securities Act. The Company believes that the exchange of shares contemplated in this Information Statement will be exempt from registration under Section 4(2) of the Securities Act on the basis that it is a transaction not involving a public offering, because:

(a) the New Shares will be offered solely to a small, identifiable class of persons, namely Imaginon, the sole shareholder of WWDI, and certain of Imaginon’s officers and directors (collectively, the “Issuees”);

(b) Each of the Issuees will affirmatively represent to the Company that, among other things, it is taking the New Shares for investment with no current intention of reselling or distributing the New Shares, and that it has sufficient knowledge and experience in business, financial and tax matters to evaluate the risks and merits of exchanging the WWDI shares for the New Shares;

(c) Each of the Issuees will be given information or access to information about the Company equivalent to what would have been contained in a registration statement filed under the Securities Act, and each Issuee will acknowledge this fact; and

(d) all of the New Shares issued by the Company will bear a customary form of investment legend restricting transfer, and a stop transfer order will be placed in the transfer records as to all such shares.

All certificates evidencing the New Shares will bear a customary form of investment legend, and the New Shares may not be sold, pledged, hypothecated or otherwise transferred unless first registered under the Securities Act or pursuant to an available exemption from such registration requirements.

Change in Officers and Directors

At the Closing, James A. Newcomb, David M. Schwartz and David A. Caney (the “Designees”) will become directors of the Company, and Stephen M. Siedow will cease to be a director or officer. Immediately following the Closing, the Designees will constitute all of the directors of the Company. Upon Closing, James A. Newcomb will serve as President and Chief Financial Officer of the Company, and David A. Caney will serve as Corporate Secretary of the Company.

Conditions Precedent to Closing

The Company, Imaginon and WWDI are not required to complete the Exchange unless a number of conditions are satisfied by Closing, including the following: (a) all material consents and authorizations required in connection with the performance of the Agreement have been obtained; (b) neither the Company nor WWDI have experienced any materially adverse changes in operations or financial condition since the date of the Agreement; (c) the representations and warranties of the parties are true and correct, and (d) all covenants of the parties have been fulfilled and all deliveries of documents have been made, as of the Closing.

Termination

The Agreement may be terminated by any party if the Closing does not occur prior to June 1, 2001, unless extended. In addition, the Agreement may be terminated by the mutual written agreement of the Company, Imaginon and WWDI, and may be terminated by any party if the conditions precedent to the parties` respective obligations were not satisfied, or if the closing of the Exchange becomes inadvisable by reason of the institution of any governmental investigation or any lawsuit or other proceeding.

Representations and Warranties; Covenants and Agreements

The Agreement contains certain representations, warranties, covenants and agreements by the Company, Imaginon and WWDI regarding, among other things, the accuracy and completeness of information supplied in connection with the Exchange. The Agreement, among other things, prohibits the Company from: (i) selling or transferring any of its assets or property; (ii) making any distribution, whether by dividend or otherwise, to any of its stockholders or employees except for compensation to employees and payments to associated companies for goods and services, in the usual and ordinary course of business; (iii) declaring any dividend or other distribution; (iv) redeeming or otherwise acquiring any shares of its capital stock or other securities; (v) issuing or granting rights to acquire shares of its capital stock or other securities; or (vi) agreeing to do any of the foregoing things. Unless and until the Agreement is terminated, the Company is also prohibited from engaging in negotiations to acquire any other company or engage in any transaction similar to the Exchange.

Expenses

Each party will bear its own expenses incurred in connection with the Exchange.


INFORMATION CONCERNING IMAGINON AND WWDI

General Information

WWDI is a privately held corporation organized under the laws of the State of Delaware in July 2000. WWDI’s authorized capital stock consists of 30,000,000 shares of common stock, $.001 par value, of which 6,000,000 shares have been issued and are outstanding, and 10,000,000 shares of preferred stock, $.001 par value, of which no shares are issued or outstanding. All of WWDI’s outstanding common stock is held by Imaginon, a publicly-traded information technology company focused on developing and marketing broadband and narrowband network software to businesses and institutions.

WWDI’s Business

WWDI was incorporated in July 2000 as a Delaware subsidiary of Imaginon, to continue the development and commercialization of Internet and intranet database processing software for wireless applications (the "WWDI System"). WWDI’s business headquarters are currently located at 1313 Laurel Street, Suite 4, San Carlos, California 94070.

Background

The number of cellular telephones and personal digital assistants with Internet access is growing rapidly. Finding relevant information on the Internet is a daunting task that requires considerable skill. The WWDI System simplifies this difficult task not only on regular personal computers but on wireless handheld devices as well.

WWDI’s Solution

WWDI intends to address the unsolved requirements of the marketplace through an innovative application of proprietary technology licensed from Imaginon. See “WWDI’s Business - Technology.” WWDI intends to develop and commercialize new products for use in wireless Web data acquisition, formatting, and delivery. By using the WWDI System, information in all its forms, including text, audio, video and graphics, will be easily located and automatically downloaded to any digital device, even a cell phone. At present, WWDI knows of no other technology, product or service that is fully automated, media-savvy, multi-device compatible, hands free and can allow the user to easily find text, audio, video and graphics on the Internet. It will be a Web-based system that will have a major impact on the way that information is harvested and presented to users.

The first new development by WWDI in connection with the WWDI System will be the Wireless Data Server Engine. The store and forward capability of this system will allow users to initiate an Internet or intranet data request from their desktop personal computer or cell phone, and then see or hear the results at a later time on their phone or other portable device. Data requests may be for any type of information, from stock reports to movie times, and even audio or video files.

With the WWDI System, there`s no need to type cryptic addresses or look through thousands of Web sites or corporate server pages to gather information. The WWDI System knows what to look for based on the context of the user’s activity. The WWDI System finds the desired information and then displays it in the format appropriate for the user’s device. When the user is interacting with a personal computer, the report is formatted to fit within a Web browser window. When the user is viewing television, the report can scroll below the video, or open a picture-in-picture window. When the user is on a cell phone, the report fits in the display window of the phone, and scrolls up and down. When the user is on his or her wireless handheld device such as a Palm Pilot, the report fits the screen, page by page. WWDI’s audio interface means users can request information by voice, and get spoken reports, as well as help, on devices that support voice-initiated commands.

From the user’s point of view, WWDI provides a simple way to get any kind of data from the Web or an intranet; including audio, video, and properly formatted text reports. Internally, the technology employed by WWDI differs from conventional methods in many respects. The areas of differentiation are database construction, user Interface, search method and presentation method.

Database Construction

Most data services build a database of Web sites or intranet server pages by using a software robot that fetches each page’s own description of itself. Then, keywords in that description are used to categorize the site. When the user makes a data request based on a key word or phrase, those key words act as indexes into the database. The result is a list of possible Web sites or intranet pages to visit, with those sites’ description of themselves included in the list. This method of building the database relies entirely on the veracity of a site’s own description, which may be incorrect, or intentionally misleading.

The WWDI System builds and updates its database by actually visiting Web sites and intranet pages and reading a substantial amount of the actual text on each site. The site’s text is then combed for the keywords that verify the subject matter. Additionally, all rich media assets on the site are analyzed, such as graphics, audio and video being noted. This procedure results in a search database that is highly accurate, up to date, with media asset references.

User Interface

Every major data service interfaces with its users via a text window, in which users type the key words or phrase of interest. Text input works well for people who own computers and know how to use them. For the rest of the population, a less complex and friendlier interface is required.

The WWDI System is designed to accept input from a wide range of devices and methods. Cartoons, pictures or icons can be used to initiate searches on devices with limited display space, or on devices that don’t have keyboards, such as cell phones. Voice-activated searches, using speech recognition software will also be useful for non-personal computer devices.

Search Method

Major data services and search engines build a list of potential “hits” that match the user’s topic of interest by searching only their own database, with no verification that any site in the list still exists, or is actually relevant. The chances are, many of the sites listed are no longer current, and many will be off-topic.

The WWDI System uses its own database, which is verified at the time it is built, as well as lists from other search engines’ databases. Then, each site on the list is actually visited and read to verify it is relevant, before being presented to the user. If the user has requested rich media, such as graphics, audio or video, the presence of those assets on the target sites will also be verified.

Presentation Method

Every major data service and search engine presents its results to the user as a simple list. The list may contain a description of the site, or the first paragraph of text from the site. Typically, the list is ordered from top to bottom according to the likelihood that the site matches the search criteria.

The WWDI System presents formatted reports to its users. These reports contain the actual reformatted text from the sites, plus rich media assets like graphics, audio and video, if the user requested them. This report building capability is controlled so that the report’s format matches the display capability and channel capacity of the target system. This way, a cell phone display can be used effectively. The WWDI System can also build slideshow-style presentations. The slide shows can be simple linear shows, like a Microsoft PowerPoint presentation, or structured. Structured playback, which is unique to the technology licensed from Imaginon, means the user can cause the slide show to branch from one path through the slides to another, by clicking on the display screen.

WWDI`s Business Strategy

WWDI intends to build its business by providing services and software to businesses and institutions for their own use, and to communications companies that want to offer advanced data services to their subscribers. Businesses and institutions will either buy WWDI software for their own Internet or intranet data servers, or buy turnkey servers already loaded with WWDI software. Communications companies will also have the choice of buying software only, or turnkey WWDI servers. WWDI software and equipment can either be purchased outright, or paid for on a per-use basis, with extended financing provided by WWDI via leasing arrangements.

Management believes that WWDI will have at least three ways to generate revenue: selling WWDI servers or WWDI server software directly to businesses and institutions for their own use, operating WWDI’s servers including the WWDI System as an advertiser-supported service, and selling subscriptions to the WWDI data service via cell phone system partners. These three target markets are all part of the rapidly developing multiple device wireless information market. According to the Yankee Group, there are over 300 million digital wireless device users, mostly cell phones, today. This number is expected to grow to over 1 billion users within the next four years. In the wireless information market, WWDI can either sell turnkey WWDI servers, or partner with industry-leading marketers and digital communications companies. Partners will get a customized version of WWDI Online aimed at their audience and hosted by WWDI’s own servers, at zero cost to the partner. In return, WWDI will receive a fee per search, a fee per subscriber, or a percentage of advertising revenues.

WWDI Cell Phone Data Service

By partnering with cell phone system operators, of which there are over 300 in the U.S. alone, WWDI will be able to offer subscriptions to a localized version of WWDI’s database, optimized for use on a cell phone or personal digital assistant. Localization based on the radius of coverage of a cell phone operator means creating a WWDI database that is geographically biased to the metropolitan area the cell phone user is presently in. WWDI’s icon-driven input capability will provide the cell phone’s graphical user interface with a compact means of representing data categories. A search for local restaurants could start with the fork and knife icon, then offer icons for fish, fowl, veggies or meat. WWDI would find and display a keypad-linked list of Web-based results. Then, one touch on the keypad would dial the selected restaurant.

WWDI Advertiser Supported Data Service

WWDI could operate a free service accessible to anyone with a Web browser. This service will become advertiser supported, once traffic reaches the point where that is feasible. The WWDI research reports generated by the service have the potential to become an advertising and delivery medium. To attract partners and advertisers, WWDI’s system will be customized for each industry partner to appeal and function optimally for that partner’s target audience.

WWDI Server and Software Sales

The WWDI server will be delivered to customers in a turnkey hardware/software bundle. The hardware will be either an Intel-based rack mount unit or a Sun Microsystems rack mount unit. These are industry-standard platforms without any modifications. The software, which will be customized for each customer, runs under either Linux or Windows 2000 Server on the Intel platform, and under Solaris on the Sun platform. The WWDI server software is Java code that spawns a Java client inside either the user’s Microsoft Internet Explorer Web browser or the Netscape Navigator Web browser. WWDI also offers its own “Pure Java” browser, which is useful in devices such as set top boxes that have small memories. WWDI’s server-side software will download Web content to any Java-enabled handheld device.

Prices for WWDI base server hardware/software bundles will depend on the system data throughput capacity required by the customer. Every WWDI base server accepts expansion modules that can increase capacity to hundreds of thousands of transactions per minute, should the customer need it.

Technology

The WWDI technology that the WWDI System will initially use was licensed from Imaginon effective as of April 23, 2001. David M. Schwartz and Leonard Kain founded Imaginon in 1996 to develop better ways for businesses and consumers to take advantage of the Internet and personal computers. The Imaginon technology invented by Messrs. Schwartz and Kain is the subject of two United States patents, Patent Nos. 5,905,988 and 5,607,356.

The embodiment of the two Imaginon patents licensed for use in the WWDI System is referred to as Transformational Database Processing and Playback, composed of a set of 14 software tools. In the hands of webmasters and programmers, these tools are used to create new applications and content. New products created with these tools are characterized by seamless real-time access to video, audio, graphics, text, HTML and 3D objects from multiple remote or local databases.

The technology used in the WWDI System has three components:

· database analysis
· network synthesis
· real-time adaptive playback

The source database for the analysis can be any data file or set of data files which may contain multiple classes of data, such as text, graphics, video or audio. In the case of WebZinger, which is currently distributed by Imaginon, the source database is the entire World Wide Web, where allowable data classes are images, movies, audio, text, HTML and Java applets. During database analysis, filters based on selection criteria are used to screen out irrelevant data and accept desirable data. The organization of the data with respect to its position in the database is preserved.

Network synthesis is the process of creating a "playable" network consisting of data items and decision points. The synthetic network is hierarchical and tree-like in that it has a trunk, branches and leaves. Decision nodes, which are the points within a network where an item resides, or a connection is made to an item in the network, connect the branches to the trunk and the leaves to the branches. The distance from the trunk at which a data item is placed out on a branch is usually determined by its quality of match to the database analysis criteria. The network synthesis process can be entirely automatic or manually guided.

Real-time playback is the part of the technology that most users see. The desired data items selected during database analysis and organized within a synthetic network are played in real time, sequentially and seamlessly. When the synthetic network contains solely digitized film clips, the resulting playback forms an interactive movie. If the network is populated with still images, such as Web pages, playback forms an interactive slide show. A network filled with text pages is a hypertext electronic book, magazine or newspaper. Synthetic networks can be layered one on top of the other, with live cross-references.

License Terms

WWDI`s rights to the WWDI System are set forth in the Technology License Agreement by and between Imaginon and WWDI, effective April 23, 2001. The License Agreement grants WWDI an exclusive, worldwide, perpetual right to use, reproduce, modify, distribute directly and indirectly and make deriviative works of the WWDI System for wireless device and wireless Internet applications other than the Internet television applications pursued by Imaginon. WWDI also receives the right to use the names “WebZinger” and “Vizario” in association with products derived from the licensed technology.

The License Agreement specifically provides that Imaginon continues to own all right, title and interest in and to the licensed technology and has retained the right to use the WWDI System in connection with its Internet television applications. WWDI has the right to modify and further develop the WWDI System, and the License Agreement provides that WWDI will own all right, title and interest in any modifications, improvements or enhancements to the licensed technology that WWDI may make. However, the licensed technology does not include any upgrades, new versions or releases, enhancements or updates to the licensed technology developed by Imaginon, unless Imaginon so agrees.

The License Agreement sets forth certain other restrictions on WWDI. It provides that WWDI may not reverse assemble, de-compile or reverse engineer the licensed technology except as specifically authorized in writing by Imaginon. WWDI must include an end user license with each copy of a product developed and licensed or sold which includes the licensed technology. The licensed technology may not be marketed, sold, or otherwise conveyed to the United States government or any foreign government without Imaginon’s prior written consent. WWDI must provide all customer support for the licensed products.

WWDI will pay Imaginon an aggregate license fee of $2,000,000 under the License Agreement. The first payment of $500,000 is due and payable upon the delivery by Imaginon of the licensed technology. Thereafter, WWDI will make quarterly payments of $500,000 until the license fees are paid in full. WWDI must also pay all license fees and royalties with respect to any third party proprietary rights and technologies which are required for the exercise of WWDI’s rights under the License Agreement, and is solely responsible for all international, federal, state and local sales, use, value-added and excise taxes with respect to the licensed technology and the products derived therefrom. The License Agreement also provides for mutual indemnification and confidentiality.

The License Agreement provides for termination by either party for cause, immediately upon the occurrence of certain events, including the appointment of a receiver, making of a general assignment for the benefit of creditors or filing for bankruptcy by the non-terminating party, or an uncured default or violation of any covenant, agreement, representation or warranty in any material respect by the non-terminating party. In the event of termination, all end-user licenses will remain in effect and Imaginon will continue to provide maintenance support.

Product Development

The first product under development for WWDI by Imaginon staff is “Vizario”ä, personal agent software for data acquisition, management and presentation in a wireless network environment, or in a hybrid network combining wireless and wired devices. The product is deployed on a network server. Clients accessing the Vizario server for the first time may be required to accept a small download of software to enable their wireless device or desktop PC. Vizario’s graphical user interface (GUI) supports a rich feature set:

- Web, Vizario database, and enterprise LAN search capability
- Easy customization of operations by the user
- Menu or keyword-driven search initiation
- Editing and/or deletion of stored search results
- Smooth vertical scrolling display, or page by page display of retrieved data
- Audio and video playback
- Linear, slideshow-like presentation of data pages
- Bookmarks list for rapid access to stored, formatted data pages

To date, a proof of concept of Vizario for use on the Motorola iDEN cell phone has been completed. This proof of concept software runs within the Motorola iDEN Emulator on a Microsoft Windows PC. Operating under a Memorandum of Understanding provided by Motorola and signed by Imaginon, WWDI intends to take further steps outlined in the Memorandum of Understanding, including testing on actual cell phones, and presentations to communications companies intending to use iDEN phones.

Software development of Vizario for Windows .NET-based communications devices and Symbian Epoch 5-based cell phones is ongoing. Prototype software for the Nokia 9210 Communicator is running within the Symbian Epoch 5 Emulator on a Microsoft Windows PC. Software development for Windows Pocket PC-class devices is ongoing.

Depending on many factors, including availability of funds and the rate of software development processes, WWDI anticipates that publicly demonstrable Vizario software will be completed within six months, and the first commercially viable version will be available for deployment by operating companies shortly thereafter.

Under the License Agreement, Imaginon will transfer its ownership and rights in Vizario to WWDI, and WWDI will continue the development of Vizario for wireless device and wireless Internet applications. Any improvements, upgrades or enhancements to the Vizario technology will be owned by WWDI.

Sales and Marketing

WWDI’s sales and marketing strategy for Vizario will be developed over the next six months, based on feedback from potential customers and users. WWDI intends to seek additional capital to develop and build a sales and marketing organization.

Competition

In the rapidly evolving wireless Web arena at least six potential competitors have announced that they will soon have products available: Crescent Deviceware of New York City, Ask Jeeves, of Emeryville, California, Inktomi, of Foster City, California, IBM, of Armonk, NY, and AlterEgo, of Redwood City, California. Given the size of the potential marketplace, there may be additional entrants by the end of the year 2001 including other search engine companies and Internet Service Providers. WWDI believes the WWDI System will give it significant competitive advantages versus all of the companies mentioned above. Among these advantages are:

- For wireless network operators (carriers):
- Fast to implement
- Minimizes bandwidth requirements
- Good user interface, for strong user acceptance
- Ability to leverage WWDI server infrastructure if desired

- For consumers (especially business consumers):
- Ease of use (especially on small screens, at low bandwidth)
- Cost-effective data transmission
- Ability to deliver critical data types

- For content owners:
- Ease of deployment (publishing) of content
- Intuitive tools for content creation
- Ability to leverage WWDI server infrastructure if desired

Employees

WWDI currently has no employees. Upon consummation of the Stock Exchange Agreement, WWDI intends to employ the persons set forth below under “Management of the Company – Management and Board of Directors After the Closing”. WWDI will also commence efforts to hire additional senior management and employees, including but not limited to a VP of Business Development and an administrative assistant.

WWDI Executive Compensation

Upon the Closing of the Exchange, Messrs. Newcomb, Schwartz and Caney will receive warrants to purchase an aggregate of 1,400,000 shares of the Company’s Common Stock at an exercise price of $.10 per share in consideration of their efforts in the launch of WWDI. In addition, Messrs. Newcomb, Schwartz and Caney will receive an aggregate of 920,000 shares of the Company out of the 20,000,000 shares to be issued in the Exchange.

Properties

WWDI began leasing executive office space from Imaginon in January 2001. This office space, located at 1313 Laurel Street, Suite 4, in San Carlos, occupies approximately 1,200 square feet and is leased on a month to month basis with a monthly payment of $3,990.

Legal Proceedings

WWDI is not a party to any legal proceedings.

Changes in and Disagreements With Accountants

WWDI has not had any change in or disagreements with its accountants.



WWDI MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of December 31, 2000, WWDI was in the development stage and accordingly had no revenues. WWDI had a cumulative operating loss through December 31, 2000 of approximately $25,000. Please see “Financial Statements of WWDI”. This loss is attributable to start-up and operating costs, including legal and public relations fees.

Because WWDI is still in the development stage, it has limited working capital and internal financial resources, all of which to date have been provided by Imaginon. WWDI has not yet attempted to seek operating capital from external equity or debt financing or from conventional lenders. Immediately after the Closing, the Company, as the successor to WWDI, intends to seek private investments from third parties. It is currently contemplated that such investments will take the form of preferred stock, with the terms and conditions of such preferred stock to be negotiated between the Company and the investors.

The independent auditors’ report on WWDI’s financial statements as of and for the period ended December 31, 2000, includes a paragraph that describes substantial doubt about WWDI’s ability to continue as a going concern. Management’s plans in regard to the factors prompting the explanatory paragraph are described in the notes to the WWDI financial statements.


RISKS RELATING TO WWDI’S BUSINESS


Limited Operating History

WWDI has only recently been incorporated and organized. Thus, it has an extremely limited operating history on which to base an evaluation of its business and prospects. WWDI’s prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in rapidly evolving markets such as telecommunications. To address these risks and uncertainties, WWDI must, among other things, obtain, maintain and increase the number of its customers, maintain and enhance its brand, implement and execute its business and marketing strategy successfully, continue to enhance its products and services to meet the needs of a changing market, provide superior customer service, respond to competitive developments and attract, integrate, retain and motivate qualified personnel. There can be no assurance that WWDI will be successful in accomplishing any or all of these things, and the failure to do so could have a material adverse effect on WWDI’s business, results of operations and financial condition.


Potential Conflicts of Interest With Imaginon

WWDI was formed as a wholly-owned subsidiary of Imaginon, The current officers and directors of WWDI, who will also serve as officers and directors of the Company after the Closing, are also officers and directors of Imaginon. As a result, the License Agreement between Imaginon and WWDI, which provides for the licensing of the technology that is the basis for WWDI’s planned operations, was not negotiated on an arm’s length basis. In addition, the time-based consulting agreements under which certain officers and directors of Imaginon will serve in similar capacities for the Company after the Closing, and the consulting agreement under which Imaginon will provide technical and engineering consulting to the Company after the Closing, will not be negotiated on an arm’s length basis. The terms of all of these agreements, as well as any other arrangements that may be entered into between Imaginon and the Company, may not be as favorable to the Company as other agreements negotiated between unrelated parties.

The officers and directors of the Company after the Closing will also continue to serve as officers and directors of Imaginon, and will not be required to devote any specific portion of their time to the Company’s affairs. This could have an adverse effect upon the business and financial condition of the Company.

Termination of the License Agreement; Restrictions Upon WWDI in License Agreement

The License Agreement between Imaginon and WWDI provides for early termination upon the occurrence of certain events, including the insolvency of either party or a breach of the License Agreement. Although the License Agreement provides for the continuation of end user licenses and maintenance and support in the event of an early termination, such early termination would have a material adverse effect on the business and financial condition of the Company.

The License Agreement also contains certain provisions which may restrict the benefits available to WWDI. For example, it provides that the licensed technology does not include any upgrades, new versions or releases, enhancements or updates to the licensed technology which are developed by Imaginon, unless Imaginon so agrees. WWDI may not market, sell or otherwise convey the licensed technology to the United States government or any foreign government without Imaginon’s prior written consent. These restrictions could hamper the ability of WWDI to derive revenues from the licensed technology.

Management of Potential Growth

WWDI anticipates a period of significant expansion to address its market opportunities. This expansion is expected to place a significant strain on WWDI’s management, operational and financial resources. Over the next year or two, WWDI will need to add a number of key managerial, sales, marketing, planning, technical and operations personnel. To manage the expected growth of its operations and personnel, WWDI will be required to improve existing and implement new procedures and controls, and to expand, train and manage its growing employee base. WWDI also will be required to expand its finance, administrative and operations staff. Further, WWDI may be required to enter into relationships with various strategic partners and other third parties necessary to its business. There can be no assurance that WWDI’s current and planned personnel, procedures and controls will be adequate to support its future operations, that management will be able to hire, train, retain, motivate and manage required personnel or that management will be able to identify, manage and exploit existing and potential strategic relationships and market opportunities. The failure of WWDI to manage growth effectively could have a material adverse effect on its business, results of operations and financial condition.

Introduction of New Products

WWDI’s success in the software development business will be 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. In addition, the process of developing WWDI’s software products is extremely complex. A significant delay in the introduction of one or more new products or enhancements could have a material adverse effect on the ultimate success of such products. If revenue from new products or enhancements does not replace declining revenues from existing products, WWDI may experience:

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

Dependence on Other Companies

WWDI plans to enter into agreements and informal relationships with other software and computer companies under which the companies will use or promote WWDI products. Management of WWDI believes that these arrangements are important to the promotion of its products and the public recognition of its brand and name. However, there is no guarantee that WWDI will be successful in entering into these agreements and relationships. Additionally, 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 WWDI:

· limit or eliminate the market for WWDI products
· limit or eliminate public recognition of WWDI’s name
· reduce revenues
· lower cash flows
· impair liquidity

Dependence on Key Personnel

WWDI’s performance will be substantially dependent on the continued services and on the performance of its senior management and other key personnel. WWDI currently has no employees other than Messrs. Newcomb and Caney. These two key individuals are also currently employed by Imaginon. See “Risks Relating to WWDI’s Business – Potential Conflicts of Interest With Imaginon”. WWDI’s performance will also depend on its ability to attract, retain and motivate additional officers and key employees. The loss of the services of any of its executive officers or other key employees could have a material adverse effect on WWDI’s business, results of operations and financial condition. WWDI’s future success will also depend on its ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, marketing and customer service personnel. Competition for such personnel is intense, and there can be no assurance that WWDI will be able to successfully attract, integrate or retain sufficiently qualified personnel. The failure to retain and attract the necessary personnel could have a material adverse effect on WWDI’s business, results of operations and financial condition.

Intense Competition

The market in which WWDI will sell its products is rapidly evolving and intensely competitive, and management expects competition to intensify further in the future. WWDI believes that the principal competitive factors in its market are the consumers willingness to pay for add-on services over the Internet such as a fee for the use of the WWDI System, the desire of cellular telephone companies and Internet operators to build their own wireless data services, the demand for alliances and agreements with cellular telephone companies may exceed the supply thereby pushing prices down, the ability of data and content owners to restrict access to their data and content and relatively low barriers to entry into the relevant markets by search engine companies and others. Certain of WWDI’s current and many of its potential competitors have significantly greater financial, marketing, technical and other resources than WWDI. Increased competition may result in reduced operating margins, loss of market share and diminished value in WWDI’s brand. There can be no assurance that WWDI will be able to compete successfully against current and future competitors. Further, as a strategic response to changes in the competitive environment, WWDI may, from time to time, make certain pricing, service or marketing decisions or acquisitions that could have a material adverse effect on its business, results of operations and financial condition.

Rapid Technological Change

The market in which WWDI will compete is characterized by rapidly changing technology, evolving industry standards, frequent new service and product announcements, introductions and enhancements and changing customer demands. Accordingly, WWDI’s future success will depend on its ability to adapt to rapidly changing technologies, to adapt its services to evolving industry standards and to continually improve the performance, features and reliability of its service in response to competitive service and product offerings and evolving demands of the marketplace. The failure of WWDI to adapt to such changes would have a material adverse effect on its business, results of operations and financial condition.

Protection and Enforcement of Intellectual Property Rights

WWDI regards the protection of the licensed patents and its copyrights, service marks, trademarks, trade dress and trade secrets as critical to its future success and relies on a combination of copyright, trademark, service mark and trade secret laws and contractual restrictions to establish and protect its proprietary rights in products and services. WWDI will enter into confidentiality and invention assignment agreements with its employees and contractors, and nondisclosure agreements with parties with which it conducts business in order to limit access to and disclosure of its proprietary information. There can be no assurance that these contractual arrangements or the other steps taken by WWDI to protect its intellectual property will prove sufficient to prevent misappropriation of its intellectual property or to deter independent third-party development of similar products.

Future Capital Needs

WWDI currently anticipates that its available funds, together with net proceeds from a private placement of preferred stock to be conducted immediately after the consummation of the Exchange, will be sufficient to meet its anticipated needs for working capital, capital expenditures and business expansion through at least the next twelve months. Thereafter, WWDI may need to raise additional funds. WWDI may need to raise additional funds sooner in order to fund more rapid expansion, to develop new or enhanced services or products, to respond to competitive pressures or to acquire complementary products, businesses or technologies. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of the stockholders of WWDI will be reduced, stockholders may experience additional dilution and such securities may have rights, preferences and privileges senior to those of the Common Stock. There can be no assurance that additional financing will be available, or that if available, will be on terms favorable to WWDI. If adequate funds are not available or are not available on acceptable terms, WWDI may not be able to fund its expansion, take advantage of unanticipated acquisition opportunities, develop or enhance services or products or respond to competitive pressures. Such inability could have a material adverse effect on WWDI’s business, results of operations and financial condition.

Competition From Other Providers of Internet Products and Software

The markets that WWDI intends to enter for its wireless 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 that WWDI’s competitors will 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 WWDI 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. It is possible that WWDI may not have the resources to withstand these and other competitive forces.

Government Regulation

WWDI is 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 WWDI’s proposed products and services and increase its 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 WWDI’s business and prospects.

Liability for Services

Because materials may be downloaded by the online or Internet services operated or facilitated by WWDI and may be subsequently distributed to others, there is a potential that claims will be made against WWDI 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 WWDI carries general liability insurance, it may not cover potential claims of this type or may not be adequate to indemnify WWDI 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 impact WWDI’s revenues, cash flow and/or liquidity.

INFORMATION CONCERNING THE COMPANY


Business

Information concerning the business of the Company and its results of operations and financial condition are incorporated by reference to its Annual Report on Form 10-KSB for the year ended December 31, 2000, as filed with the Securities and Exchange Commission and available electronically on EDGAR at www.sec.gov.

Description of Securities

The Company’s Bylaws provide that the directors are elected for one-year terms, until the next annual meeting of stockholders or until their successors are duly elected and qualified.

The Company’s Common Stock is the only class of voting securities outstanding. The holders of Common Stock are entitled to one vote for each share held. The Company’s Certificate of Incorporation provides that the affirmative vote of a majority of the votes cast at a shareholders’ meeting is sufficient to effect any corporate action upon which shareholders may or must vote. The Common Stock does not carry cumulative voting rights; thus holders of more than 50% of the Common Stock will have the power to elect all directors if they wish and, as a practical matter, to control the Company. Holders of Common Stock are not entitled to preemptive rights, and the Common Stock is not subject to redemption.

The Company’s Bylaws currently provide for a board comprised of one director, who is elected for a one-year term at the annual meeting of stockholders. Immediately after the Closing, the Bylaws will be amended to increase the Board to three directors. The affirmative vote of a simple majority of the outstanding Common Stock is necessary to remove a director. A special meeting of stockholders may be called by the Chairman of the Board, the President, a majority of the Board of Directors, or stockholders owning in the aggregate 10% or more of the Common Stock. Holders of Common Stock are entitled to receive, pro rata, dividends if, when and as declared by the Board of Directors out of funds legally available therefor.

Upon liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to share ratably in the Company’s assets legally available for distribution to its stockholders after payment of liquidation preferences and outstanding redemption rights, if any, on its outstanding preferred stock, and are not subject to further calls or assessments.


PRINCIPAL STOCKHOLDERS OF THE COMPANY


The following tables set forth the beneficial ownership of the Company prior to and immediately following the Closing:

Stockholdings Prior to Closing

The following table sets forth, as of the date of this Information Statement, the stock ownership of each executive officer and director of the Company, all directors and executive officers as a group, and each person known by the Company to be a beneficial owner of more than five percent of its issued and outstanding Common Stock. As of such date, the Company had approximately 4,768,000 shares of Common Stock issued and outstanding. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power as to such shares. Except as otherwise noted, no person listed below has any options, warrants, or other rights to acquire additional securities of the Company.

Name and Address Amount and Nature Percent of
Of Beneficial Owner of Beneficial Owner Class

Stephen M. Siedow 1,977,056 (1)(2) 41.5%
12373 E. Cornell Avenue
Aurora, CO 80014

John D. Brasher Jr. 1,932,256 (2)(3) 40.5%
90 Madison Street, St. 707
Denver, CO 80206

All directors and executive 1,977,056 (1)(2) 41.5%
officers as a group (one person)
___________________________
(1) Mr. Siedow disclaims beneficial ownership of 52,416 shares of Common Stock owned by his wife, Linda M. Siedow, of 64,000 shares of Common Stock held by his wife as custodian for his minor children, and of 32,000 shares of Common Stock held by his daughter.

(2) Includes 223,456 shares of Common Stock held by MNS Eagle Equity Group, Inc., a corporation controlled by Messrs. Siedow and Brasher.

(3) Mr. Brasher disclaims beneficial ownership of 128,000 shares of Common Stock owned by his wife, Lisa K. Brasher. Includes 160,000 shares of Common Stock held by Yakima Corp., a corporation controlled by Mr. Brasher and his wife.

Despite not having received any compensation and not having otherwise engaged in any transactions involving the acquisition or disposition of assets with the Company, the current officers and directors of the Company may be deemed to be “promoters” and “founders” of the Company.

Stockholdings Following the Closing

The table below sets forth the name and address of every person who, following the Closing, will be a director or executive officer of the Company, such directors and executive officers as a group, and other persons who will, to the Company’s knowledge, own of record or beneficially more than five percent of its issued and outstanding Common Stock. The following table assumes that the Closing of the Exchange has occurred and gives effect to the issuance of 20,000,000 shares of Common Stock to Imaginon, but does not give effect to the private placement of preferred stock which may occur after the Closing. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power as to such shares. Except as otherwise noted, no person listed below has any options, warrants, or other rights to acquire additional securities of the Company.

Name and Address Amount and Nature Percent of
Of Beneficial Owner of Beneficial Owner Class

Imaginon, Inc. 19,080,000 77.0%
1313 Laurel Street
San Carlos, CA 94070

Stephen M. Siedow 1,977,056 (1)(2) 8.0%
12373 E. Cornell Avenue
Aurora, CO 80014

John D. Brasher Jr. 1,932,256 (2)(3) 7.8%
90 Madison Street, St. 707
Denver, CO 80206

James A. Newcomb 800,000 (4) 3.2%
1313 Laurel Street
San Carlos, CA 94070

David M. Schwartz 1,000,000 (5) 3.9%
1313 Laurel Street
San Carlos, CA 94070

David A. Caney 520,000 (6) 2.1%
1313 Laurel Street
San Carlos, CA 94070


Gulfstream Financial Partners, LLC 2,452,000 (7) 9.0%
2401 PGA Blvd., #190
Palm Beach Gardens, FL 33410

All directors and executive 2,320,000 (4)(5)(6) 8.9% officers as a group (three persons)
___________________________


(1) Mr. Siedow disclaims beneficial ownership of 52,416 shares of Common Stock owned by his wife, Linda M. Siedow, of 64,000 shares of Common Stock held by his wife as custodian for his minor children, and of 32,000 shares of Common Stock held by his daughter.

(2) Includes 223,456 shares of Common Stock held by MNS Eagle Equity Group, Inc., a corporation controlled by Messrs. Siedow and Brasher.

(3) Mr. Brasher disclaims beneficial ownership of 128,000 shares of Common Stock owned by his wife, Lisa K. Brasher. Includes 160,000 shares of Common Stock held by Yakima Corp., a corporation controlled by Mr. Brasher and his wife.

(4) Includes warrants to purchase 500,000 shares of Common Stock, all of which will be exercisable within 60 days after the Closing.

(5) Includes warrants to purchase 600,000 shares of Common Stock, all of which will be exercisable within 60 days after the Closing.

(6) Includes warrants to purchase 300,000 shares of Common Stock, all of which will be exercisable within 60 days after the Closing.

(7) Comprised of warrants to purchase 2,475,000 shares of common stock, all of which will be exercisable within 60 days after the Closing.

The Company is not aware of any material proceeding to which any of the Designees is a party adverse to the interests of the Company or has a material interest adverse to the Company. During the past five years, none of the Designees has:

(1) Petitioned for bankruptcy or had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) Been convicted in a criminal proceeding or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4) Been found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and holders of 10% or more of its Common Stock to file reports of ownership (Form 3) and changes in ownership (Forms 4 and 5) with the SEC and to furnish the Company with copies of all such forms which they file with the SEC. During 2000, none of the above persons failed to comply on a timely basis with Section 16(a). In making the foregoing disclosure, the Company has relied solely on its review of copies of forms filed by such persons with the SEC. Promptly following the Closing, the Designees each will file a Form 3 in compliance with their reporting obligations under Section 16(a) of the Securities Exchange Act of 1934.

Certain Relationships and Related Transactions

At December 31, 2000 and 1999, the Company was indebted to its officers/directors and control stockholders for expenses advanced on behalf of the Company in the amounts of $7,203 and $4,910, respectively. The Company is not indebted to any former officers, directors, promoters or other control persons. The Company has no understanding with its officers, directors or stockholders pursuant to which such persons are required to contribute capital to the Company, loan money or otherwise provide funds to the Company.


MANAGEMENT OF THE COMPANY


Current Board of Directors and Management

Stephen M. Siedow currently serves as the sole officer (Chief Executive Officer, President and Chief Financial Officer) and Director of the Company. Upon the Closing of the Exchange, Mr. Siedow will resign as a director and the Board of Directors of the Company will be comprised of Messrs. Newcomb, Schwartz and Caney.

During the year ended December 31, 2000, the Company held no meetings of its Board of Directors; however, the Board acted by means of unanimous written consents in lieu of a meeting when required.

Committees of the Board of Directors

The Company has no standing audit, nominating or compensation committee. It is contemplated that such committees will be formed after the Closing of the Exchange.

Management and Board of Directors After the Closing

Neither of the Designees is currently an officer or director of, or holds any position with, the Company. The following table identifies each of the Designees and executive officers of the Company who will take office at the Closing:

Name Age Proposed Position(s) With the Company

James A. Newcomb 54 President, Chief Financial Officer and a
Director

David A. Caney 53 Corporate Secretary and a Director

David M. Schwartz 52 Director

The following sets forth certain information pertaining to each of the above persons:

James A. Newcomb. Mr. Newcomb has served as the Chief Financial Officer of Imaginon since November 19, 1999, and as Treasurer and a director of Imaginon since March 7, 2000. Prior to joining Imaginon, he was the Chief Financial Officer of Displaytech, Inc., in Longmont, Colorado, a privately held company that manufactures high resolution micro displays for, among other devices, digital still cameras, camcorder viewfinders, and projection displays for computer monitors and televisions. As Chief Financial Officer, Mr. Newcomb played a key role in implementing the financial aspects of Displaytech`s key alliances, both domestically and internationally. Before this, he was with the NASDAQ-listed Fischer Imaging Corporation, in Denver, Colorado, where he served from 1995 through 1998 as Vice President and Chief Financial Officer. A member in good standing of the Financial Executives Institute, Mr. Newcomb was awarded a Masters of Business Administration degree in Finance by the Amos Tuck School at Dartmouth College, Hanover, New Hampshire, in 1970. He received a BA degree in Economics from Beloit College, Beloit, Wisconsin, in 1968.

David A. Caney. Mr. Caney has been staff legal counsel at Imaginon since June, 1999. His extensive legal experience includes private law practice in litigation and positions with the District of Columbia as Chief, Office of Contract Administration, for the Department of Public Works, and Administrator of the Building and Land Regulation Administration (Mayoral Appointee). Prior to this, Mr. Caney was Senior Consultant for Hill, International, Inc. Earlier, he was the Staff Director of the Subcommittee on Governmental Activities and Transportation, Committee on Governmental Operations, U.S. House of Representatives. Mr. Caney holds a Bachelor of Architecture and a BS in English, both from Carnegie-Mellon University. He is licensed to practice architecture in the State of Maryland. He received his Juris Doctorate from Antioch School of Law, Washington, D.C. He is a member of the District of Columbia Bar.

David M. Schwartz. Mr. Schwartz has served as the Chairman, Chief Executive Officer, President and a director of Imaginon since January 1999. He has been principally employed as an officer and director of Imaginon.com, Inc., a wholly-owned subsidiary of Imaginon, since its formation in 1996. From 1992 until 1996, Mr. Schwartz was Vice President of New Media Systems and Technology for Atari Corporation, where he invented GameFilm technology for videogame applications and served as a principal designer of the Atari Jaguar CD peripheral. From 1990 to 1992, Mr. Schwartz was a senior member of the technical staff at Tandy Electronics Research Labs in San Jose, California, where he headed the software team developing the first writable and eras

[Pozzo]

Und ganz frisch:

Monday July 2, 9:14 am Eastern Time
Press Release
Vizario Inc. to Preview Wireless Web Solution for Mobile Devices in Microsoft Pavilions At Internet World and COMDEX
For the first time, Vizario, Inc. will publicly demonstrate its wireless web technology for next-generation mobile devices;
SAN CARLOS, Calif.--(BUSINESS WIRE)--July 2, 2001-- Attendees to get a sneak preview of the Vizario(TM) solution
running on a Pocket PC using the latest Microsoft operating system.

Marking the public debut of its newly developed software technology designed for widespread deployment in next-generation mobile devices, Vizario, Inc. (OTCBB:VZRO - news; www.vizario.com) today announced it will be previewing the technology with its parent company, Imaginon, Inc. (OTCBB:IMON - news; www.imaginon.com) in the Microsoft Partner Pavilions at the Fall 2001 Internet World and COMDEX Conventions. Imaginon was invited to exhibit in the Pavilions as a Microsoft Certified Gold Partner.

The Vizario wireless web solution will be running on a Pocket PC using the Microsoft Windows CE operating system, offering a glimpse of the future of handheld computing and the wireless Internet. The demonstrations will take place October 3-5, at Internet World in New York City, and November 12-16 at COMDEX in Las Vegas.

Designed to put new capabilities into wireless mobile devices, Vizario offers both consumers and businesses a completely integrated, end-to-end wireless solution for finding and displaying data - especially rich media like audio and video. The Vizario consumer product features a client/server publishing tool allowing content carriers, promoters and content providers to distribute media assets to end users through the Vizario client. It also incorporates a Web interface where end users personalize their mobile Vizario further to add additional queries that deliver customized content. This solution offers unsurpassed ease of deployment in both Java and .Net-enabled handsets.

As a vertical application suite, Vizario is a complete solution for companies that require distribution of image-intensive data to mobile devices wherever finding, encoding, decoding and displaying images for decision support in the field is considered critical to the mission`s success.

Vizario is a trademark of Vizario, Inc. The underlying technology is protected under U.S. Patents and a U.S. Patent pending assigned to Imaginon and licensed by Vizario. All other trademarks mentioned herein are the property of their respective owners.

-----------------------------------------------------------------
Pozzo

[Pozzo]

Hammerhart!!!
Gestern war auf der www.vizario.com eine neue News,heute ist sie verschwunden.
Was geht da ab?
Da stand etwas über die Einführung von Vizario in Verbindung mit Nokia und Motorolas IDEN Phones zum Anfang 2002.
Und heute?Alles weg.
Ob Nokia oder Motorola was gegen die Veröffentlichung hatten?
-Pozzo
(www.vizario.de)

[Pozzo]

Gewinnmitnahmen bei Vizario,Imaginon im Plus.
Merkwürdig.
-
Pozzo

[Pozzo]

Oh Gott!
Wann hoert das denn endlich auf?
So langsahm geht mir der Arsch auf Grundeis,bei meinem Depot siehts nicht anders aus.
Vizario kaempft jetzt mit dem Dollar,Imaginon back to 3 Cent,
oder was?!
Dabei glaube ich tatsaechlich an IMON.
-
Pozzo

[Pozzo]

35%!
WOW!!
131 mal gelesen!!!
Wer ist denn da eingestiegen?
Und das bei Vizario 0,75!
Die Welt ist verrueckt,decken sich die MMs ein oder was geht ab?
Die armen Shorties.
IMON to the moon
-
Pozzo

[Pozzo]

Das durch- und hochzucken Freitag Abend macht Spass auf mehr.Imaginon wird kurz vor den earnings nochmal kurz ansteigen,wie jedes Mal.
Leider wird nix kommen,ausser Kosten für den Börsengang und ein ungewisser Verlauf der weiteren Geschäfte.

Heute Abend werde ich den Reisebericht von Faye(berühmt aus den Yahoo/Raging MsgsBoards)reinstellen.
Sehr interessant.

-
Pozzo

[Pozzo]

Hab ich gefunden:
-----------------

Vizario Banking on Symbian, PocketPC PDA Platforms

Vizario [VZRO] is ready to deploy its sever software 16 months after it was launched to improve the delivery of rich media to wireless devices, but the devices its first product will work with aren`t available in the United States and are in early shipments in Europe.

San Carlos, Calif.-based Vizario`s first iteration of software will deliver audio and video content as well as computing applications to Nokia`s [NOK] 9200 series handsets - mobile phones with PDA capabilities enabled by Symbian`s operating system. Nokia in June launched a 9200 model for customers on the GSM 900 and 1800 networks in African, Asian and European markets. The 9200 model for the GSM 1900 networks used in the United States isn`t available yet.

Vizario, which was spun off by networking software vendor Imaginon [IMON] in June last year, will introduce its software to the enterprise markets in Germany, Scandinavia and the United Kingdom within a month, Director and Chief Technical Officer David Schwartz said. The company plans to offer its technology in the United States by the middle of next year.

Also next year, Vizario plans to add to its software connectivity with PDAs built on Microsoft`s [MSFT] PocketPC platform. Connectivity for laptop computers isn`t in Vizario`s plans.

"I think what you`re going to see is the integrated phone and PDA will be the emerging format, so the laptop will fade away," Schwartz said.

And the company also isn`t developing software to deliver rich media to Palm [PALM]-based PDAs, he added. "I`m not sure that we will. I think they`re going to be blown out of the water by the PocketPC."

Vizario` markets its software to work with Windows 2000 servers, but also will install it on Unix servers. The software prepares content to be delivered mobile devices and determines the appropriate data rates to deliver material to different devices.

The software also maintains profiles of each user`s application and content needs. It also enables system administrators to assign to different users different levels of access to their companies` databases and networks. "What [end users] can configure is limited by what the system administrators will let them do," Schwartz said.

-- Malcolm Spicer, [e-mail]
------------------------------------------------------------

Zeit zum einsteigen!
-
Pozzo

[Pozzo]

Press Release
SOURCE: Vizario, Inc.
REPEAT/Vizario Video Condenser Debuts At Microsoft Launch Event
New software for Windows XP makes video previews automatically
SAN CARLOS, Calif.--(BUSINESS WIRE)--Oct. 30, 2001--Vizario Inc. (OTC BB: VZRO - news), a development stage company in the Internet and telecommunications industries, announced today that its Vizario(TM) Video Condenser (``V V C``) software for the new Microsoft Windows® XP operating system is now available at its Web site.

According to Vizario CEO Jim Newcomb, V V C`s debut coincides with the San Francisco Bay Area Microsoft Windows XP launch event at Moscone Convention Center. Vizario`s parent company, Imaginon (OTC BB: IMON - news), will participate as a Microsoft Gold Certified Partner.

``Vizario Video Condenser is brand new for Windows XP,`` Newcomb stated today. ``By working together with Microsoft, we`ve developed a very useful and time-saving solution that enhances Windows Media. V V C gives Windows XP users, especially mobile device users, significant value -- making it easier than ever to quickly browse Windows Media Video files.``

Windows XP is Microsoft`s new high-performance operating system for home and business users. Built on an enhanced Windows 2000 engine, Windows XP is designed for dependability, productivity and ease of use.

``Vizario Video Condenser is an excellent complement to the improved video capabilities of Windows XP,`` said Jonathan Usher, group manager of the Windows Digital Media Division at Microsoft Corp. ``It`s a great example of how innovative developers like Vizario can build on Windows technologies to deliver exciting new applications that add value to Windows XP and expand the range of digital media experiences for consumers.``

Vizario Video Condenser (``V V C``) automatically reduces the size and bandwidth of Windows Media digital video files, creating video previews. Viewers can easily and quickly browse condensed versions of videos without downloading entire files. Clips processed with V V C are the video equivalent of the graphic image ``thumbnail view`` featured in Windows XP folders.

The many applications for this patent-pending technology include training, education, entertainment, and Internet purchases. A free download of V V C is available at http://www.vizario.com.
----------------------------------------------------------------------------------------------------------------------

7.11.01
Press Release
SOURCE: Vizario
New Video Tech Creates New Views on the Internet
Vizario Video Condenser, `V V C`, Featured On Microsoft Web Site
SAN CARLOS, Calif.--(BUSINESS WIRE)--Nov. 7, 2001--The big millennium devastation of dotcoms did not kill the Internet, but it did change the way it will grow.

``From here on out you will see the growth, literally, in the form of digital video, everywhere,`` says Jim Newcomb, President and CEO of Vizario(TM)(OTC BB:VZRO), a development stage tech company in Silicon Valley. Vizario is a subsidiary of Imaginon (OTC BB:IMON).

Newcomb`s company has a clear focus on that image. Vizario is now offering a video condenser (V V C) that extends Windows® XP`s already potent digital video capabilities. Vizario`s patented technology empowers knowledge workers in all kinds of businesses to use digital video more intensively right from their desktops, without hiring developers or programmers.

Newcomb believes on-line interactive videos will become as commonplace as Powerpoint for business presentations.

``We designed our video software specifically for Windows XP, and consequently Microsoft is featuring V V C in their on-line software catalog, at www.microsoft.com,`` Newcomb continues. ``Sure, there are other players in the Internet digital media space, but we believe Microsoft`s format will emerge as the de-facto standard.``

V V C reduces the size and bandwidth of Windows media digital video files, automatically creating previews. Viewers can browse these highly condensed video ``thumbnails``, without waiting to download entire files. V V C mini-movies are easy to share over the Internet, even with 56k modems.

Vizario`s technology will also make it easier for hand-held wireless devices to get a glimpse of the future as well. ``Wireless network system operators will find our condenser an effective way to reduce the load placed on their systems by digital video browsing, because V V C reduces both the file size and bandwidth of video clips. As a result, video-intensive Internet access can be better achieved on hand-helds,`` says Newcomb.

In the future, you may not see as many dotcom millionaires, but you will see thousands of businesses presenting everything from plans and products to employee training in Vizario-enhanced Windows Media digital video format. And, as video becomes ubiquitous, the Internet will get its second blast of growth into the future.

Vizario is a trademark of Vizario, Inc.

The underlying technology is protected under U.S. Patents assigned to

Imaginon and licensed by Vizario.
----------------------------------------------------------------------------------------------------------------------

12.11.01
Press Release
SOURCE: Imaginon, Inc.
Imaginon`s ImaginVideo Featured in Microsoft Pavilion At Comdex
Microsoft Gold Certified Partner Imaginon shows its new digital video software for Windows® XP;
SAN CARLOS, Calif.--(BUSINESS WIRE)--Nov. 12, 2001-- Co-marketing program continues with seminar by Imaginon at

Microsoft`s San Francisco office on 28 November.

Imaginon, Inc. (OTCBB:IMON - news; www.imaginon.com), a software developer for the Internet and telecommunications industries, announced today that its ImaginVideo(TM) product is drawing plenty of attention in the Microsoft partner pavilion at COMDEX.

Adding to the excitement are 30-minute Microsoft theater presentations of ImaginVideo in action, live on stage, today at 2:45PM, Tuesday at 10:15AM and Thursday at 10:45AM. As a Microsoft Gold Certified Partner, Imaginon`s Windows Media-based products move the state of the art in multimedia networking to new levels.

``Leveraging the Windows Media Video platform to provide businesses and consumers with advanced digital video capabilities and benefits is a win-win-win situation for us, Microsoft and the end users`` Dave Schwartz, Imaginon CEO stated today. ``Our ImaginVideo interactive video system is the kind of network software product that works for everybody. Businesses can produce interactive video content quickly and easily, right on Windows XP desktops. Windows 2000 Servers make the video available without any special provisioning, and anybody with Windows XP can use the content.``

Windows XP is Microsoft`s new high-performance operating system for home and business users. Built on an enhanced Windows 2000 engine, Windows XP is designed for dependability, productivity and ease of use.

``ImaginVideo is an excellent complement to the improved video capabilities of Windows XP,`` said Jonathan Usher, group manager of the Windows Digital Media Division at Microsoft Corp. ``It`s a great example of how innovative developers can build on Windows technologies to deliver exciting new applications that add value to Windows XP and expand the range of digital media experiences for consumers.``

Following closely on COMDEX, Imaginon staff will lead a seminar on interactive digital video production at Microsoft`s Northern California headquarters in San Francisco on 28 November 2001. The seminar, titled ``ImaginVideo - How to Create Interactive E-Learning Videos in Just One Day``, is aimed at corporate trainers.

This seminar is the first in a series of Microsoft regional seminars that, together with trade shows and co-branded direct mail constitute the first phase of the co-marketing program for ImaginVideo with Microsoft Windows 2000 Server and Windows XP.

``Working together with Microsoft, Imaginon continues to pioneer leading edge digital media software,`` Dave Schwartz, Imaginon CEO stated today. ``ImaginVideo makes what used to be heavy programming and server management problems the kind of simple tasks that any knowledge worker can do themselves, right out of the box.`` Schwartz continued, ``Before we invented this technology, if a business wanted to use interactive digital video for in-service training, they hired a production company to shoot the video and then a software developer to create the application. It took weeks, if not months. Now, with a digital camcorder, Windows Media and our software, just about anybody in the office can put together video-based training and make it available on their network.``

The Microsoft Gold Certified Partner Program provides a way for customers to identify companies, such as Imaginon, that have proven their commitment and expertise in one or more specialized areas when delivering Microsoft technologies.

Microsoft Certified Partners need to meet a higher set of criteria for each category, including enhanced certification and a portfolio of real-world customer references, and are thus identified as the most skilled partners in specific solution areas.

ImaginVideo is a trademark of Imaginon, Inc.
----------------------------------------------------------------------------------------------------------------------

3.12.01
Press Release
SOURCE: Vizario, Inc.
Vizario Featured in Microsoft Partner Seminar Series
Company`s new digital video software for Windows XP first shown at COMDEX is promoted in Microsoft regional office seminars;
SAN CARLOS, Calif.--(BUSINESS WIRE)--Dec. 3, 2001-- Co-marketing program planned to go nationwide.

Vizario, Inc. (OTCBB:VZRO - news, www.vizario.com - news), a software developer for the Internet and telecommunications industries, announced today that its Vizario(TM) Video Condenser (``V V C``) will be featured in a series of technical seminars at Microsoft regional offices nationwide that began last week at Microsoft`s San Francisco facility.

The first seminar followed closely on popular Vizario presentations in the Microsoft Partner Pavilion Theater at COMDEX in Las Vegas.

``We had a great response from attendees at COMDEX,`` Dave Schwartz, Vizario Director and CTO stated today. ``V V C was demonstrated live on stage - processing huge video folders on a Windows XP laptop PC, in minutes. That`s unique - there`s nothing else like it on the market. And, I think our pending U.S. patent will keep it that way.`` Schwartz continued, ``In our first regional Microsoft seminar, last week, we expanded our presentation to include all aspects of Windows Media Video and how our technology adds value. Based on the positive response, we`ve decided to take this show on the road to every Microsoft regional office.``

Imaginon`s marketing strategy as a Microsoft channel partner is to co-brand V V C with the Windows XP and Windows Media products, emphasizing the value added proposition of empowering knowledge workers to use and process their own video files for training, education and promotion as easily as making a PowerPoint presentation.
----------------------------------------------------------------------------------------------------------------------

13.12.01
Press Release
SOURCE: Imaginon, Inc.
Imaginon`s Vizario Moving to Pocket PCS
Vizario Video Condenser Software Featured In Microsoft`s Windows XP Website Catalog
Vizario Migrating to New Handheld Devices, Including Smartphones In 2002
SAN CARLOS, Calif.--(BUSINESS WIRE)--Dec. 13, 2001-- Imaginon, Inc. (OTCBB:IMON - news; www.imaginon.com), a Microsoft Gold Certified Partner in the Internet and telecommunications software industries, announced today that its subsidiary, Vizario, Inc.`s Vizario(TM) System is being ported to Pocket PCs.

The first component of Vizario, the Video Condenser, is now a featured product in the Windows® XP software catalog online at Microsoft.com. The new Vizario System software is anticipated to be available to businesses, end users and manufacturers in the second quarter of 2002.

Later in 2002, the Company expects Vizario to be ready for smart phones that merge computer and telephone functions into one device. Vizario leverages the Windows Media Video capabilities of Microsoft`s latest operating systems for handheld devices.

``Users have high expectations of next-generation handheld computers and smart phones.`` Dave Schwartz, Imaginon`s CEO stated today. ``And those expectations include wireless access to Internet video. Vizario will automatically build and update customized video content based on the preferences of the user. For example, if you want a show containing current video clips from all your favorite Web news sites, Vizario will put that together and have it ready for you to watch at any time.``

Pocket PC 2002 is Microsoft`s PDA platform that offers users handheld computing and Internet connectivity combined with versions of familiar Microsoft applications, such as Outlook, Word and Excel. A wide range of manufacturers build Pocket PC 2002 PDAs, including Compaq, HP, Toshiba, and Casio.

The Microsoft® Smartphone Software Solution offers both voice and rich wireless data capabilities in one device. The smart phone further extends the value of a mobile phone by first being a great phone, and also providing a mix of online and offline applications to keep customers connected to their important, time-critical information.

The Microsoft Smartphone Software Solution will offer users current personal information and e-mail as well as robust Web-browsing capabilities.

Windows XP is Microsoft`s new high-performance operating system for home and business users. Built on an enhanced Windows 2000 engine, Windows XP is designed for dependability, productivity and ease of use.

The Vizario Wireless Software System will give wireless end users the kind of access to the Internet they are used to getting from desktop computers. Vizario presents any-thing a user needs: Web page summaries, audio clips, text, graphics, and video clips -- displays it, stores it, and updates it automatically.

The Microsoft Gold Certified Partner Program provides a way for customers to identify companies, such as Imaginon, that have proven their commitment and expertise in one or more specialized areas when delivering Microsoft technologies.

Microsoft Certified Partners need to meet a higher set of criteria for each category, including enhanced certification and a portfolio of real-world customer references, and are thus identified as the most skilled partners in specific solution areas.
----------------------------------------------------------------------------------------------------------------------

19.12.01
Press Release
SOURCE: Imaginon, Inc.
Imaginon Rolls With Microsoft Regional Seminars
Imaginon`s Vizario Software Featured In Microsoft`s Windows XP Website Catalog
Synergy With Windows Media Video Emphasized
SAN CARLOS, Calif.--(BUSINESS WIRE)--Dec. 19, 2001--Imaginon, Inc. (OTCBB:IMON - news; www.imaginon.com), a Microsoft Gold Certified Partner in the Internet and telecommunications software industries, announced today its ImaginVideo and Vizario(TM) Video Condenser (``V V C``) software products will be featured in a co-marketing program with Microsoft regional offices during 2002. Building on the success of the first regional seminar in Microsoft`s San Francisco office last month, the Company will kick off its 2002 seminar series in Microsoft`s Mountain View, California office on January 23rd. Following Mountain View, the next regional seminars are being planned for Redmond/Seattle, Sacramento, Southern California and Vancouver.

``The first seminar at Microsoft`s facility in San Francisco went great.`` Dave Schwartz, Imaginon`s CEO stated today. ``So, it makes sense for us to expand the seminar program nationally. Promotion for the seminars is based on both our own direct mail and Microsoft`s regional newsletters, which are really effective bringing in qualified attendees who understand that Windows Media Video is rapidly becoming the industry standard.``

V V C is the first software module of the Vizario Wireless Software System that will give wireless end users the kind of access to the Internet they are used to getting from desktop computers. Vizario presents anything a user needs: Web page summaries, audio clips, text, graphics, and Windows Media Video clips -- displays it, stores it, and updates it automatically. V V C is now a featured product the Windows XP software catalog online at www.microsoft.com.

Seminar participants learn how to create an interactive e-learning/training video in less than a day, using a digital camcorder, ImaginVideo and Windows. Windows Media based interactive training sessions created with ImaginVideo test achievement within the video content itself. Multiple choice questions are presented as video scenarios. Students answer questions posed in the video by clicking directly on the video. Depending on the answer, a different video clip plays showing the outcome of their decision. ImaginVideo makes building courseware fast and easy - just drag and drop video clips into a graphical template, click ``export``, and the course is ready to go.
----------------------------------------------------------------------------------------------------------------------

das waren mal wieder die News seit dem letzten Posting.

-
Pozzo

[Fanfan]

Dear Pozzo
Bin rein mit 10.000 bei 0,06 -
bin bei 0,12 zur Hälfte wieder raus.
Der Rest ist Spass für das seiende Jahrzehnt ...
Hoffe, Du lebst noch!
Danke, für den informativen Thread.
Eff Eff

Falls Kohle vorhanden ...
924382
910460
ohne Gewehr
Bamm,bamm ...

[Pozzo]

Hallo Fanfan,

endlich mal jemand mit an Bord,
wir gehen auf grosse Reise,
hab ich zwar schon immer gesagt,
sag ich auch heute noch,
die Partnerschaft mit Microsoft wird sich irgendwann auszahlen,unerwartete Überaschungen wie "American Hero"
erwarte ich auch noch,irgendwann.

Anbei die letzte News:



Thursday January 3, 9:16 am Eastern Time
Press Release
SOURCE: Imaginon, Inc.
Imaginon`s Vizario Subsidiary Releases Upgrade of Its Software for Windows XP
Vizario product now integrated with Microsoft Windows® XP ``My Video`` Folder;
SAN CARLOS, Calif.--(BUSINESS WIRE)--Jan. 3, 2002-- New version is even easier to use.

Imaginon, Inc. (OTCBB: IMON - news, www.imaginon.com - news), a Microsoft Gold Certified Partner in the Internet and telecommunications software industries, announced today its subsidiary, Vizario, Inc. has released a new version of Vizario(TM) Video Condenser (``V V C``) software for Windows XP.

This release, Version 1.1, tightly couples V V C to the Windows ``My Video`` folder that is built into Microsoft`s new operating system. Now, when the user runs V V C, Windows Media Video files in the My Videos folder are automatically processed and saved in a sub-folder named ``My Video Previews``. V V C is one of the featured software products in Microsoft`s new online Windows Catalog at www.microsoft.com.

``The idea to have V V C work directly with Windows` built-in My Videos folder was suggested by Microsoft - and it`s a very good idea.`` Dave Schwartz, Imaginon`s CEO stated today. ``I`m sure every user of Windows XP who got a digital video camcorder as a holiday gift will really appreciate this new version of V V C, since one of the first things they`ll want to do is email previews of their videos to friends and family.``

V V C is the first software module of the Vizario Wireless Software System that will give wireless end users the kind of access to the Internet they are used to getting from desktop computers.

Vizario presents anything a user needs: Web page summaries, audio clips, text, graphics, and Windows Media Video clips -- displays it, stores it, and updates it automatically. The new Vizario System software is anticipated to be available to businesses, end users and manufacturers in the second quarter of 2002.

Windows XP is Microsoft`s new high-performance operating system for home and business users. Built on an enhanced Windows 2000 engine, Windows XP is designed for dependability, productivity and ease of use.

The Microsoft Gold Certified Partner Program provides a way for customers to identify companies, such as Imaginon, that have proven their commitment and expertise in one or more specialized areas when delivering Microsoft technologies.

Microsoft Certified Partners need to meet a higher set of criteria for each category, including enhanced certification and a portfolio of real-world customer references, and are thus identified as the most skilled partners in specific solution areas.

-
mein Tip: unbedingt mal ausprobieren,es gibt eine abgespeckte Version for free und die Vollversion gegen Kohle.

-
Pozzo

[Pozzo]

@Fanfan:
Ich war letztes Jahr in der Schweiz bei der Otto Beisheim Holding,habe mich über 924382 erkundigt,bei Freunden,
ehemaligen und aktiven,die reinste Luftnummer,
nix als heisse Luft.

Sollte 910460 bei kräftigem Volumen ins Rollen kommen springe ich auf,der Bankrott scheint sich ja um einige Zeit zu verschieben,schaun mer mal.

-
Pozzo