SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
ImaginOn, Inc..
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
45246K 10 4
(CUSIP Number)
Leonard W. Kain, 1390 Broadway, #B213, Placerville, CA 95667, (530) 672-5398
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 6 - 13, 2000
--------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. []
Check the following box if a fee is being paid with the statement. [] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 45246K 10 4 Page 2 of 4 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
Leonard W. Kain
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO - stock of company merged into issuer
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
2,530,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,530,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,530,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% based on 44,409,684 shares outstanding according to Issuer's 10-KSB filed
on 3/15/00
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTION BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGES, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 is to the Schedule 13D filed by the reporting person and
dated November 13 , 2000, and to Schedule 13D, Amendment No. 1 dated
November 13, 2000, and amends them to the extent set forth below:
Item 5. Interest in Securities of the Issuer
(a) On April 13, 2000, after sales of 150,000 shares of the Common Stock
of the issuer pursuant to Rule 144 during the period from April 6
through April 13, 2000, the person filing this report was the
beneficial owner of 2,530,000 shares of the Common Stock of the
issuer, which represented 5.7% of the issuer's outstanding Common
Stock, based on 44,409,684 shares outstanding according to the
issuer's Report on Form 10-KSB filed on 3/15/00.
(b) On April 13, 2000, after sales of 150,000 shares of the Common Stock
of the Issuer pursuant to Rule 144 during the period from April 6
through April 13, 2000, the person filing this report had sole power
to vote or direct the vote, and sole power to dispose or to direct the
disposition, of 2,530,000 shares of the issuer's common stock.
(c) During the period of April 6 through 13, 2000, the reporting person
sold 150,000 shares of the Common Stock of the issuer pursuant to Rule
144.
All other items remain the same as the previous filing.
Page 3 of 4
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 13, 2000
----------------------------------------
Leonard W. Kain
Leonard W. Kain, Individual
----------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations. (See 18 U.S.C. 1001)
Page 4 of 4
