SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
ImaginOn, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01
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(Title of Class of Securities)
45246K 10 4
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(CUSIP Number)
Leonard W. Kain, 1390 Broadway, #B213, Placerville, CA 95667, (530) 672-5398
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 20, 2000
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(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>2
CUSIP No. 45246K 10 4
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1. NAME OF REPORTING PERSON
Leonard W. Kain
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a |_|
b |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO - stock of company merged into issuer
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7. SOLE VOTING POWER
NUMBER OF 2,297,300
SHARES
BENEFICIALLY -------------------------------
OWNED
BY EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
-0-
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9. SOLE DISPOSITIVE POWER
2,297,300
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,297,300
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% based on 52,434,618 shares outstanding according to Issuer's S-3
filed on 11/20/00
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14. TYPE OF REPORTING PERSON*
IN
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<PAGE>3
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 4 is to the Schedule 13D, filed by the reporting person,
dated November 13, 2000, Schedule 13D, Amendment No. 1 dated November 13 , 2000,
Schedule 13D, Amendment No. 2, dated November 13 , 2000, and Schedule 13D,
Amendment No. 3 dated November 13, 2000, and amends it to the extent set forth
below:
Item 5. Interest in Securities of the Issuer
(a) On November 20, 2000, the issuer filed a registration statement on
Form S-3 (the "Registration Statement") reporting that, as of November
16, 2000, 52,434,618 shares of the Common Stock of the issuer were
outstanding. This reporting person is the beneficial owner of
2,297,300 shares of the Common Stock of the issuer, which, based on
the Registration Statement, represented 4.4% of the issuer's
outstanding Common Stock as of November 16, 2000.
(b) 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
2,297,300 shares of the issuer's common stock.
(c) None.
(e) Based on the Registration Statement, on or about November 16, 2000 the
reporting person ceased being the beneficial owner of more than five
percent of the Common Stock of the issuer.
All other items remain the same as the previous filing.
<PAGE>4
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: December 8,2000
/s/ LEONARD W. KAIN
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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)
