IMON-da ist was im Busch - 500 Beiträge pro Seite

[Pozzo]

400% in der letzten Woche und damit nicht genug!
Entweder die Übernahmegerüchte(Intel/MSFT/MOT) bestättigen sich(dafür spricht der Umsatzsprung/grosse Pakete im bid)
oder
das relisting(zurück auf 1$=back to Nasdaq) wird von wem auch immer forciert
oder
News stehen an(Motorola-Vizario_Sun).

IMON to the moon-
Pozzo

[Pozzo]

Die News waren eindeutig!
STRONG BUY-stronger gehts kaum.

Intel und SUN sind seit Jahren von TDPP überzeugt,
jetzt auch Microsoft.
IMON(ImaginOn) wurde letzte Woche in den Gold Club aufgenommen,da ist ganz schön was im Busch.
TDPP ist laut Intel/SUN/Microsoft das beste Interbet-Protokoll und vor allem schnellste.

Dann war da noch die Kleinigkeit mit Vizario,der Java Suchmaschine für die neuen Iden-Motorola Handys:
Die Sparte wird gesondert an die Börse gebracht,der Hammer!

Ich bin glücklich,werde morgen nochmals nachkaufen und in
3 Jahren sehr,sehr reich sein.
Im wahrsten Sinne des Wortes: LONG

nur`n Tip-
Pozzo

[Pozzo]

Wieder 14%
LONG-
Pozzo

[Pozzo]

Jetzt sind wir schon bei 0,14 angelangt,es wird immer besser.
Und vor allem: Immer konkreter.
In den nächsten Wochen kommt nun Vizario an den otcb.
Vizario ist eine auf Java basierende Suchmaschine für die nächste Handygeneration,erfunden von Dave Schwarz,dem Founder von ImaginOn (IMON).
IMON wird 77% am neuen Unternehmen halten.
Zur schnellen Börseneinführung wirde der Mantel von GRDC genommen,schnell+billig.

Momentan decken sie die MMs ein,ganze Scharen warten auf den grossen Flug-
to the moon!

Long on IMON-
Pozzo

[Pozzo]

Die dazugehörige News vom 10.05.2001
------------------------------------------------------------
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.

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.

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

Pozzo

[Pozzo]

Der Vollständigkeit halber die NEWS der letzten 2 Wochen:
------------------------------------------------------------------------------------------------------------------------
1.

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.

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 is a trademark of Imaginon and is 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 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.
------------------------------------------------------------------------------------------------------------------------
2.

Monday May 21, 11:54 am Eastern Time
Press Release
Semtech and ImaginOn Conference Calls to be Broadcast On Vcall Over the Internet
PHILADELPHIA--(BUSINESS WIRE)--May 21, 2001--Semtech Corporation (Nasdaq:SMTC - news) and ImaginOn, Inc. (OTC:IMON - news), will broadcast their investor communication conference calls over the Internet, Vcall, a Service of World Investor Link announced today.

Semtech Corporation will broadcast its quarterly earnings conference call on Tuesday, May 22, 2001 at 5:00 PM Eastern. This call can be accessed at http://www.vcall.com/NASApp/VCall/EventPage?ID=74908.

ImaginOn, Inc. will broadcast its quarterly earnings conference call on Wednesday, May 23, 2001 at 5:00 PM Eastern. This call can be accessed at http://www.vcall.com/NASApp/VCall/EventPage?ID=74854.

This event is available through the Vcall website, located at http://www.vcall.com. Listeners should go to the website at least fifteen minutes before these events to download and install any necessary audio software. For those unable to attend the live broadcast, a replay will be available beginning approximately one hour after the event. There is no charge to access any event.

About Vcall, Inc

Vcall, A Service of World Investor Link, is the leading broadcaster of real-time investment information and analysis on the Internet.

With a complete portfolio of web-based broadcast communication services, the company gives investors access to the inner circle of corporate executives and industry thought leaders, while providing public companies with an efficient online investor relations strategy that meets their financial needs and reduces the high-risk of selective disclosure.

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

Pozzo

[schlaglicht]

so ganz durchsichtig erscheint mir der deal für vizario nicht - gerüchteweise versucht scharz liquidität über den verkauf von vizario zu beschaffen, denn die kosten laufen imon davon ... zitiert wurde er an einem ami-board mit den worten: `wieviel imaginon davon in zukunft halten wird weiss ich nicht` ... würde sich lohnen sich morgen den conference-call im internet anzusehen. pozzo, wenn du das machst (scheinst ja ziemlich fett engagiert zu sein) informiere doch mal bitte über derzeitige cash-situation. ...

gruesse
schlaglicht

[Pozzo]

Dear Schlaglicht,
liest Du auch Ragin-Bull seitdem Yahoo fast down ist?!

Ganz klar,das ist nicht der Traum,nicht das erwünschte Ziel eines jeden Gurus(in diesem Fall JAVA) seine Patente/Erfindungen/Innovationen/Tools für Cash zu verhökern.
77% sind nicht so(!) schlimm.

ABER.

Ich bin mir ziemlich sicher, dass er die Kohle zum weiteren Ausbau der VideoOnDemand-Schiene benutzt.
Sein TDPP Protokoll soll(angeblich) doch mit das beste sein was der Markt hergibt.

Das er das gleichzeitig bei Vizario einsetzen kann ( in einer abgespeckten Version ) erscheint mir eher clever in der momentanen/anhaltenden Marktsituation.

Was soll er denn sonst machen?

Immerhin hat Microsoft Bereitschaft gezeigt durch die Aufnahme in den Gold-Club.
Motorola steht hinter den Iden-Handys welche unter anderem(siehe ebenfalls gleihes AmiBoard) im Beta Test sind,
Einführung Spätsommer 2001.

Was ist da verkehrt am Börsengang?

Mir fäält da IIMobile ein,das sollte zu toppen sein.
-
Ich gebe zu,die Kapitaldecke sieht äussert mau aus-desshalb der Deal mit Fong und Konsorten.
Was solls,Vizario könnte was werden,eine rne Spekulation.
Bei Webzinger war ich nicht überzeugt,aber Vizario ist !!!einer/mit der erste!!!
Ich hab heute nochmal 5000 geholt, vieleicht der absolute Schwachsinn,aber,ich liebe IMON.

100% sitz ich morgen mit HeadSets am Netz und lausche VCall,
bin sehr!!! gespannt.
Dann wissen wir auch mehr über die finanzielle Situation/konkrete Aussichten/genauere Definition des Shareholder Values.

Immerhin hat er nicht zuviel versprochen,beim letzten Call war die Situation eh schon angespannt,er durfte nicht reden,es kamen Motorola Übernahme Gerüchte in Umlauf,Vizario kommt an die Börse.
Sonst noch was?!

Hocherfreut über Antwort-
Pozzo

[schlaglicht]

lieber pozzo,

dann stell nach dem call doch mal rein, was so rauszuhören war ... mein planer ist heute so voll, dass ich sicher keine zeit haben werde.

ich hoffe, dass es erbauliches zu hören gibt und wünsche uns allen freude mit unserm invest.

gruss
schlaglicht

[Pozzo]

Nur zur Information:

------------------------------------------------------------
Um 23:00 Uhr beginnt der Conference Call auf VCall.
------------------------------------------------------------

Schönen Abend-
Pozzo

[Pozzo]

Also,ich versuchs mal chronologisch.

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.
Der 2.Teil-die Fragen/Antworten im nächsten Posting.
Nacht-
Pozzo

[Pozzo]

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

4-9 kommen ....
-
Pozzo

[schlaglicht]

ermutigung:

pozzo: vielen dank für deinen ausführlichen bericht - den habe ich mit grossem interesse zur kenntnis genommen .. der rest wäre natürlich auch noch interessant.

obwohl ich mir geschworen habe, nicht mehr einen prozentual so hohen anteil in spekulative invests zu stecken ... bin ich gerade in versuchung aufzustocken ..

alles gute

schlaglicht

[Pozzo]

Also weiter:

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.
Meine Meinung dazu im nächsten Posting.
Aber eines kann ich schon mal sagen:
LONG on IMON-
Pozzo
----------------------------------------------------------

[Pozzo]

Ach ja,wahrscheinlicher Name "VIZO" ob an der Nasdaq oder am otcb,das entscheiden andere Gremien.
-
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 kanns losgehen.
-
Pozzo

[Pozzo]

Noch jemand da?
Der Ausbruch scheint sich etwas zu verzögern,
Kraft tanken.
Obwohl:
Merkwürdig finde ich,dass mehrere Orders NICHT ausgeführt wurden trotz Preisgerechter Limits(im Raging Forum wird das gleiche Phänomen ebenfalls erwähnt).
Was haben die MarketMakers davon den Preis künstlich tief zu halten?

?-
Pozzo

[schlaglicht]

natürlich ....noch da... wollte eigentlich auch noch auf deine frage zum sec antrag antworten (hast du das filling vom 5 juni auch gelesen - link gab es bei raging bull) -- aber die zeit, die zeit.

nur so viel: auch wenn vzro markteng eingeführt wird, scheint mir das noch keine garantie für hohe kurse (ob man das jetzt als ipo bezeichnet oder nicht - was ja am raging board regelmässig thema ist - scheint mir dabei egal: werbung lässt sich immer machen), hoffen tue ich natürlich. vzro muss erstmal 2 mio us$ an imon ablatzen plus monatliche mieten (was ich besonders schräg finde, weil dave schwarz damit einfach kosten umverteilt).. ausserdem ist vzro nicht ohne konkurrenz von namhaften playern zb. microsoft, die ja bisher noch jede scheisse an den mann gebracht haben ... dh das argument das vzro die bessere maschine ist, zählt für mich nicht unbedingt ... schliesslich: ich halte den explorer auch nicht für die beste suchmaschine. außerdem scheint mir die derzeit gepflegte motorala-connection auch fluch und segen zugleich zu sein, denn die produktpolitik von mot war in den letzten jahren ja nicht gerade von erfolg geprägt.

dieses gehampel über manipulierte kurse etc., was jedem spekulativen wert anhaftet und am raging-bull board besonders gepflegt wird ... ich weiss nicht, das ist für mich graue theorie ... die marketmakers sind in der regel an hohen umsätzen interessiert, es sei denn, sie sind geschmiert; aber ob das der fall ist ... ich glaube nicht bei einem unternehmen wie imon, das sich theoretisch für 6 mio dollar aufkaufen ließe, das sind doch für die grossen eher portokassenbeträge oder? ich glaube einfach, dass imaginauthor ein zukunftsträchtiges produkt ist, weil es den riesenmarkt der x-boxes bedient, auf dem letztes jahr insgesamt mehr geld als in der pc sparte umgesetzt wurde (das muss man sich mal genau klarmachen) ... ich persönlich glaube, dass sich hier demnächst eine goldgräberstimmung breitmachen wird ... und dann brauchen alle phenomedias und wie sie heissen werden, genau die software, die david schwarz herstellt. ergo: imaginvideo (was ja noch mal wieder was anderes ist) und imaginauthor bestimmen über die zukunft von imon ... so zumindest aus meiner froschperspektive ...

herzliche grüsse

schlaglicht

[Pozzo]

Vizario is coming-

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]
--------------------------------------------------------------------------------------------------------------------------Pozzo

[Pozzo]

!VZRO!
Ab in die Watchlist.
-
Pozzo

[Pozzo]

Ach ja,das habe ich vor einiger Zeit auf Anfrage zugemailt bekommen:

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 erasable CD ROM. In

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Gerade eben reingekommen:

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.

-----------------------------------------------------------------go vizario go imon
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Auf www.vizario.com gibt es eine News bezüglich Nokia.
Anfang 2002 kommen die Iden Phones mit Vizario.
Auf www.vizario.de gibt`s mich.
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[Pozzo]

Ich fass es nicht!
Die News ist weg,einfach verschwunden.
Hab sofort Vizario angemailt.
Melde mich-
Pozzo

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Schon komisch,da haben die Trottel die News erst auf der Homepage bereitgestellt,dann wieder runter,dann über den Ticker,jetzt wieder auf www.vizario.com.
Gibts sonst was neues?
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[Pozzo]

Poste momentan (da im Urlaub) nur unter "Zukunft kann man kaufen".
Heute 35%plus,wurde allerdings auch Zeit.
Noch jemand aktiv?
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[Pozzo]

Mir doch egal.
Mach ich halt mit mir alleine weiter.
IMON go
IMON go
IMON go
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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]
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nur mal so am Rande!
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Pozzo

[Pozzo]

Das neueste unter "Zukunft kann man kaufen".
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Pozzo