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ImaginOn, Inc.
1313 Laurel Street
San Carlos, California 94070
(650) 596-9300
November 30, 2000
via Edgar
Mark Shuman, Esq.
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0406
Re: ImaginOn, Inc. ("ImaginOn") S-3 Registration Statement, Commission file No.
333- 50308 filed with the Securities and Exchange Commission on November
20, 2000 (the "Registration Statement")
Dear Mr. Shuman:
In accordance with your telephone conference with John W. Kellogg, Esq. on
November 29, 2000, we are providing this letter regarding ImaginOn's
Registration Statement. The required delaying amendment language pursuant to
Rule 473 was inadvertently omitted from the Registration Statement. By this
letter, ImaginOn hereby amends its Registration Statement to include the
following language:
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
All comments regarding the above, should be directed to our securities
counsel, John W. Kellogg or RaLea A. Sluga, at (303) 571-1400.
Very truly yours,
/s/ James A. Newcomb
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James A. Newcomb
Chief Financial Officer
