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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. _____)(1)
IMAGINON, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
45246K 10 4
(CUSIP Number)
DECEMBER 31, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) 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 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).
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SCHEDULE 13G
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Cusip No. 45246K 10 4 Page 2 of 5 pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WAYNE WILLIAM MILLS
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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 Citizenship or Place of Organization
USA
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5 Sole Voting Power
NUMBER OF
2,511,568
SHARES ------------------------------------------------------------
6 Shared Voting Power
BENEFICIALLY
0
OWNED ------------------------------------------------------------
7 Sole Dispositive Power
BY EACH
2,511,568
REPORTING ------------------------------------------------------------
8 Shared Dispositive Power
PERSON WITH:
0
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,511,568 shares
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10 Check Box if the Aggregate amount in Row (9) Excludes Certain Shares* |_|
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11 Percent of Class Represented by Amount in Row (9)
6.1%
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12 Type of Reporting Person*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a) Name of Issuer:
ImaginOn, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1313 Laurel Street, Suite 1, San Carlos, CA 94070.
Item 2(a) Name of Person Filing:
Wayne William Mills
Item 2(b) Address of Principal Business Office or, if None, Residence:
The Colonnade, Suite 290, 5500 Wayzata Boulevard, Golden Valley,
Minnesota 55416.
Item 2(c) Citizenship:
United States.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2(e) CUSIP Number:
45246K 10 4
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d- 1(b)(1)(ii)(F);
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(g) [ ] A parent holding company or control person in accordance
with Rule 13d- 1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J);
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 2,511,568 shares
(b) Percent of class: 6.1% (Based upon 41,281,967 shares outstanding
reported as of 11/12/99 on the Issuer's Form 10-QSB for the quarter
ended 9/30/99 and filed on 11/15/99.)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 2,511,568
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
2,511,568
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
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Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
(a) By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 11, 2000
/s/ Wayne William Mills
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Wayne William Mills
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