<PAGE>
                                                     Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             ____________________

                                IMAGINON, INC.
                  ------------------------------------------
              (Exact name of Registrant specified in its charter)

        Delaware                                          84-1217733
-----------------------------                ----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

     1313 Laurel Street
   San Carlos, California                                   94070
------------------------------                           ------------
(Address of Principal Executive Offices)                    Zip Code


                OPTIONS GRANTED UNDER 1999 EQUITY INCENTIVE PLAN
                ------------------------------------------------
                             (Full title of the plan)

                               David M. Schwartz
                     President and Chief Executive Officer
                                ImaginOn, Inc.
                              1313 Laurel Street
                         San Carlos, California 94070
               -------------------------------------------------
                    (Name and address of agent for service)

                                (650) 596-9300
                        ------------------------------
       (Telephone number, including area code, of agent for service)

                                  Copies to:

                             John W. Kellogg, Esq.
                            Timothy R. Spiel, Esq.
                 Friedlob Sanderson Paulson & Tourtillott, LLC
                         1400 Glenarm Place, Suite 300
                            Denver, Colorado 80202
                                (303) 571-1400


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                           Proposed       Proposed Maximum
                                                           Maximum        Aggregate Offering
         Title of                                       Offering Price        Price               Amount of
Securities to be Registered         Amount to be           per Share                              Registration
                                     Registered                                                     Fee  (2)
                                        (1)
--------------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>              <C>                  <C>
Common Stock,                         2,500,000                $0.99            $2,475,000           $653.40
$.01 par value
--------------------------------------------------------------------------------------------------------------------
Total                                 2,500,000                $0.99            $2,475,000           $653.40
====================================================================================================================
</TABLE>

(1) This Registration Statement is being filed to register (a) 2,500,000 shares
    of common stock underlying stock options outstanding and/or eligible to be
    issued under the terms of the ImaginOn, Inc., 1999 Equity Incentive Plan
    (the "Plan") approved by approximately 75% of the stockholders at ImaginOn,
    Inc's annual meeting held April 7, 2000.  This Registration Statement shall
    cover any additional shares of common stock which become issuable under the
    Plan by reason of any stock dividend, stock split, recapitalization or any
    other similar transaction without receipt of consideration which results in
    an increase in the number of shares of the Registrant's common stock.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h) and Rule 457(c) under the
    Securities Act of 1933, as amended (the "Act").  The offering price per
    share and aggregate offering price are based upon the average of the high
    and low prices of ImaginOn, Inc.'s common stock as quoted on the Nasdaq
    SmallCap market on Thursday June 1, 2000.

   Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>

                                    PART I
                   INFORMATION REQUIRED IN THE SECTION 10(a)
                                  PROSPECTUS


Item 1.  Plan Information.
         ----------------

   ImaginOn,  Inc. (the "Registrant") will provide each option holder and each
consultant (the "Recipient") with documents that contain information related to
Registrant's 1999 Equity Incentive Plan (the "Plan") which provides for its
compensation shares and other information including, but not limited to, the
disclosure required by Item 1 of Form S-8, which information is not filed as a
part of this Registration Statement (the "Registration Statement").  The
foregoing information and the documents incorporated by reference in response to
Item 3 of Part II of this Registration Statement taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act").  A Section 10(a) prospectus will be
given to the Recipient who receives shares of common stock covered by this
Registration Statement, in accordance with Rule 428(b)(1) under the Securities
Act.

Item 2.  Registrant Information.
         ----------------------

   The Registrant will provide to the Recipient a written statement advising it
of the availability of documents incorporated by reference in Item 3 of Part II
of this Registration Statement and of documents required to be delivered
pursuant to Rule 428(b) under the Securities Act without charge and upon written
or oral notice. The statement will include the address and telephone number to
which any requests for documents should be directed.

                                       1
<PAGE>

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following documents filed with the Commission by the Registrant
are hereby incorporated into this Registration Statement by reference:

          The final prospectus filed under Rule 424(b)(3) of the Securities Act
          contained in the Company's Registration Statement on Form S-1 (File
          No. 333-35140), filed May 9,2000, including any amendments or reports
          filed for the purpose of updating such prospectus.

          The definitive proxy statement filed by the Registrant on March 16,
          2000.

          The quarterly report on Form 10-QSB filed by the Registrant on May 15,
          2000.

          All documents subsequently filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
          1934 (the "Exchange Act"), prior to the filing of a post-effective
          amendment which indicates that all shares offered hereunder have been
          sold or de-registers all securities then remaining unsold, shall be
          deemed to be incorporated by reference in this Registration Statement
          and to be a part hereof from the date of filing of such documents.


Item 4.   Description of Securities.
          -------------------------

          Not Applicable.


Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          None.


Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Section 145 of the Delaware General Corporation Law and Article Ninth
of the Registrant's Certificate of Incorporation provide for, under certain
circumstances, the indemnification of the Registrant's officers, directors,
employees and agents against liabilities which they may incur in such
capacities. A summarization of the circumstances in which such indemnifications
provided for is contained herein, but that description is qualified in its
entirety by reference to Article Ninth of the Registrant's Certificate of
Incorporation and the relevant Section of the Delaware General Corporation Law.

                                      II-1
<PAGE>

     In general, the statute provides that any director, officer, employee or
agent of a corporation may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred in a proceeding (including any civil, criminal, administrative or
investigative proceeding) to which the individual was a party by reason of such
status.  Such indemnity may be provided if the indemnified person's actions
resulting in the liabilities:  (i) were taken in good faith; (ii) were
reasonably believed to have been in or not opposed to the Registrant's best
interest; and (iii) with respect to any criminal action, such person had no
reasonable cause to believe the actions were unlawful.  Unless ordered by a
court, indemnification generally may be awarded only after a determination of
independent members of the  Board of Directors or committee thereof, by
independent legal counsel or by vote of the stockholders that the applicable
standard of conduct was met by the individual to be indemnified.

     The statutory provisions further provide that to the extent a director,
officer, employee or agent is wholly successful on the merits or otherwise in
defense of any proceeding to which he was a party, he is entitled to receive
indemnification against expenses, including attorneys' fees, actually and
reasonably incurred in connection with the proceeding.

     Indemnification in connection with a proceeding by or in the right of the
Registrant in which the director, officer, employee or agent is successful is
permitted only with respect to expenses, including attorneys' fees actually and
reasonably incurred in connection with the defense.  In such actions, the person
to be indemnified must have acted in good faith, in a manner believed to have
been in the Registrant's best interest and must not have been adjudged liable to
the Registrant unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability, in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expense which the Court of Chancery or such other court shall deem proper.
Indemnification is otherwise prohibited in connection with a proceeding brought
on behalf of the Registrant in which a director is adjudged liable to the
Registrant, or in connection with any proceeding charging improper personal
benefit to the director in which the director is adjudged liable for receipt of
an improper personal benefit.

     Delaware law authorizes the Registrant to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding in advance of a final disposition of the matter.  Such advances of
expenses are permitted if the person furnishes to the Registrant a written
agreement to repay such advances if it is determined that he is not entitled to
be indemnified by the Registrant.

     The statutory section cited above further specifies that any provisions for
indemnification of or advances for expenses does not exclude other rights under
the Registrant's Certificate of Incorporation, Bylaws, resolutions of its
stockholders or disinterested directors, or otherwise. These indemnification
provisions continue for a person who has ceased to be a director, officer,
employee

                                      II-2
<PAGE>

or agent of the corporation and inure to the benefit of the heirs,
executors and administrators of such persons.

     The Registrant has purchased and currently maintains insurance policies
which protect any director, officer, employee or agent against any liability
asserted against or incurred by him in such capacity arising out of his status
as such.  Such policies may provide for indemnification whether or not the
corporation would otherwise have the power to provide for it.

     Article VIII of the Registrant's Bylaws provides that the Registrant shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by the Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable.


Item 8.   Exhibits.
          --------

          The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.

             No.   Description
             ---   -----------

             5.1   Opinion of Counsel and Consent of Friedlob Sanderson Paulson
                   & Tourtillott, LLC

            24.1   Power of Attorney - Included on Signature Page

            23.1   Consent of Friedlob Sanderson Paulson & Tourtillott, LLC (see
                   exhibit 5.1)

            23.2   Consent of Gelfond Hochstadt Pangburn, P.C.

            99.1   ImaginOn, Inc. 1999 Equity Incentive Plan. (Incorporated by
                   reference to Exhibit A to the Registrant's Definitive Proxy
                   Statement for the 2000 annual meeting on Schedule 14A as
                   filed with the Securities and Exchange Commission on March
                   16, 2000).

Item 9.     Undertakings
            ------------

            The undersigned Registrant hereby undertakes:

                                      II-3
<PAGE>

        (a) (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.

        (a) (2) That, for determining any liability under the Securities Act, it
will treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering.

        (a) (3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

        (b) that, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act as is, therefore, unenforceable.

                                      II-4
<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Carlos, State of California, on this 5/th/ day of
June, 2000.

                                  ImaginOn,  Inc.


                                  By /s/ David M. Schwartz
                                    __________________________________________
                                    David M. Schwartz, Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or
directors of ImaginOn,  Inc., by virtue of their signatures appearing below,
hereby constitute and appoint David M. Schwartz and James A. Newcomb, each with
full power of substitution, as attorneys-in-fact in their names, places and
steads to execute any and all amendments to this Registration Statement on Form
S-8 in the capacities set forth opposite their names below and hereby ratify all
that said attorneys-in-fact may do by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

       Signatures                     Title                         Date
       ----------                     -----                         ----

/s/ David M. Schwartz
__________________________
David M. Schwartz             Chief Executive Officer,          June 5, 2000
                               President and Director

/s/ James A. Newcomb
__________________________
James A. Newcomb              Chief Financial Officer           June 5, 2000
                                    and Director
/s/ Mary E. Finn
__________________________
Mary E. Finn                         Director                   June 5, 2000



                                      II-5

<PAGE>
/s/ Dennis Allison
___________________________                                  June 5, 2000
Dennis Allison                      Director

/s/ Jim Polizotto
___________________________                                  June 5, 2000
Jim Polizotto                       Director

                                      II-6
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{"company-data": {"conformed-name": "IMAGINON INC /DE/", "cik": "0000899444", "assigned-sic": "7372", "irs-number": "841217733", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38672", "film-number": "650061"}, "business-address": {"street1": "1313 LAUREL STREET", "street2": "SUITE 1", "city": "SAN CARLOS", "state": "CA", "zip": "94070", "phone": "6505969300"}, "former-company": {"former-conformed-name": "CALIFORNIA PRO SPORTS INC", "date-changed": "19930324"}}
Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             ____________________

                                IMAGINON, INC.
                  ------------------------------------------
              (Exact name of Registrant specified in its charter)

        Delaware                                          84-1217733
-----------------------------                ----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

     1313 Laurel Street
   San Carlos, California                                   94070
------------------------------                           ------------
(Address of Principal Executive Offices)                    Zip Code

                OPTIONS GRANTED UNDER 1999 EQUITY INCENTIVE PLAN
                ------------------------------------------------
                             (Full title of the plan)

                               David M. Schwartz
                     President and Chief Executive Officer
                                ImaginOn, Inc.
                              1313 Laurel Street
                         San Carlos, California 94070
               -------------------------------------------------
                    (Name and address of agent for service)

                                (650) 596-9300
                        ------------------------------
       (Telephone number, including area code, of agent for service)

                                  Copies to:

                             John W. Kellogg, Esq.
                            Timothy R. Spiel, Esq.
                 Friedlob Sanderson Paulson & Tourtillott, LLC
                         1400 Glenarm Place, Suite 300
                            Denver, Colorado 80202
                                (303) 571-1400

                        CALCULATION OF REGISTRATION FEE
Proposed       Proposed Maximum
                                                           Maximum        Aggregate Offering
         Title of                                       Offering Price        Price               Amount of
Securities to be Registered         Amount to be           per Share                              Registration
                                     Registered                                                     Fee  (2)
                                        (1)
--------------------------------------------------------------------------------------------------------------------
Common Stock,                         2,500,000                $0.99            $2,475,000           $653.40
$.01 par value
--------------------------------------------------------------------------------------------------------------------
Total                                 2,500,000                $0.99            $2,475,000           $653.40
====================================================================================================================
(1) This Registration Statement is being filed to register (a) 2,500,000 shares
    of common stock underlying stock options outstanding and/or eligible to be
    issued under the terms of the ImaginOn, Inc., 1999 Equity Incentive Plan
    (the "Plan") approved by approximately 75% of the stockholders at ImaginOn,
    Inc's annual meeting held April 7, 2000.  This Registration Statement shall
    cover any additional shares of common stock which become issuable under the
    Plan by reason of any stock dividend, stock split, recapitalization or any
    other similar transaction without receipt of consideration which results in
    an increase in the number of shares of the Registrant's common stock.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h) and Rule 457(c) under the
    Securities Act of 1933, as amended (the "Act").  The offering price per
    share and aggregate offering price are based upon the average of the high
    and low prices of ImaginOn, Inc.'s common stock as quoted on the Nasdaq
    SmallCap market on Thursday June 1, 2000.

   Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART I
                   INFORMATION REQUIRED IN THE SECTION 10(a)
                                  PROSPECTUS

Item 1.  Plan Information.
         ----------------

   ImaginOn,  Inc. (the "Registrant") will provide each option holder and each
consultant (the "Recipient") with documents that contain information related to
Registrant's 1999 Equity Incentive Plan (the "Plan") which provides for its
compensation shares and other information including, but not limited to, the
disclosure required by Item 1 of Form S-8, which information is not filed as a
part of this Registration Statement (the "Registration Statement").  The
foregoing information and the documents incorporated by reference in response to
Item 3 of Part II of this Registration Statement taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act").  A Section 10(a) prospectus will be
given to the Recipient who receives shares of common stock covered by this
Registration Statement, in accordance with Rule 428(b)(1) under the Securities
Act.

Item 2.  Registrant Information.
         ----------------------

   The Registrant will provide to the Recipient a written statement advising it
of the availability of documents incorporated by reference in Item 3 of Part II
of this Registration Statement and of documents required to be delivered
pursuant to Rule 428(b) under the Securities Act without charge and upon written
or oral notice. The statement will include the address and telephone number to
which any requests for documents should be directed.

                                       1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following documents filed with the Commission by the Registrant
are hereby incorporated into this Registration Statement by reference:

          The final prospectus filed under Rule 424(b)(3) of the Securities Act
          contained in the Company's Registration Statement on Form S-1 (File
          No. 333-35140), filed May 9,2000, including any amendments or reports
          filed for the purpose of updating such prospectus.

          The definitive proxy statement filed by the Registrant on March 16,
          2000.

          The quarterly report on Form 10-QSB filed by the Registrant on May 15,
          2000.

          All documents subsequently filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
          1934 (the "Exchange Act"), prior to the filing of a post-effective
          amendment which indicates that all shares offered hereunder have been
          sold or de-registers all securities then remaining unsold, shall be
          deemed to be incorporated by reference in this Registration Statement
          and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.
          -------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          None.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Section 145 of the Delaware General Corporation Law and Article Ninth
of the Registrant's Certificate of Incorporation provide for, under certain
circumstances, the indemnification of the Registrant's officers, directors,
employees and agents against liabilities which they may incur in such
capacities. A summarization of the circumstances in which such indemnifications
provided for is contained herein, but that description is qualified in its
entirety by reference to Article Ninth of the Registrant's Certificate of
Incorporation and the relevant Section of the Delaware General Corporation Law.

                                      II-1
In general, the statute provides that any director, officer, employee or
agent of a corporation may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred in a proceeding (including any civil, criminal, administrative or
investigative proceeding) to which the individual was a party by reason of such
status.  Such indemnity may be provided if the indemnified person's actions
resulting in the liabilities:  (i) were taken in good faith; (ii) were
reasonably believed to have been in or not opposed to the Registrant's best
interest; and (iii) with respect to any criminal action, such person had no
reasonable cause to believe the actions were unlawful.  Unless ordered by a
court, indemnification generally may be awarded only after a determination of
independent members of the  Board of Directors or committee thereof, by
independent legal counsel or by vote of the stockholders that the applicable
standard of conduct was met by the individual to be indemnified.

     The statutory provisions further provide that to the extent a director,
officer, employee or agent is wholly successful on the merits or otherwise in
defense of any proceeding to which he was a party, he is entitled to receive
indemnification against expenses, including attorneys' fees, actually and
reasonably incurred in connection with the proceeding.

     Indemnification in connection with a proceeding by or in the right of the
Registrant in which the director, officer, employee or agent is successful is
permitted only with respect to expenses, including attorneys' fees actually and
reasonably incurred in connection with the defense.  In such actions, the person
to be indemnified must have acted in good faith, in a manner believed to have
been in the Registrant's best interest and must not have been adjudged liable to
the Registrant unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability, in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expense which the Court of Chancery or such other court shall deem proper.
Indemnification is otherwise prohibited in connection with a proceeding brought
on behalf of the Registrant in which a director is adjudged liable to the
Registrant, or in connection with any proceeding charging improper personal
benefit to the director in which the director is adjudged liable for receipt of
an improper personal benefit.

     Delaware law authorizes the Registrant to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding in advance of a final disposition of the matter.  Such advances of
expenses are permitted if the person furnishes to the Registrant a written
agreement to repay such advances if it is determined that he is not entitled to
be indemnified by the Registrant.

     The statutory section cited above further specifies that any provisions for
indemnification of or advances for expenses does not exclude other rights under
the Registrant's Certificate of Incorporation, Bylaws, resolutions of its
stockholders or disinterested directors, or otherwise. These indemnification
provisions continue for a person who has ceased to be a director, officer,
employee

                                      II-2
or agent of the corporation and inure to the benefit of the heirs,
executors and administrators of such persons.

     The Registrant has purchased and currently maintains insurance policies
which protect any director, officer, employee or agent against any liability
asserted against or incurred by him in such capacity arising out of his status
as such.  Such policies may provide for indemnification whether or not the
corporation would otherwise have the power to provide for it.

     Article VIII of the Registrant's Bylaws provides that the Registrant shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by the Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable.

Item 8.   Exhibits.
          --------

          The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.

             No.   Description
             ---   -----------

             5.1   Opinion of Counsel and Consent of Friedlob Sanderson Paulson
                   & Tourtillott, LLC

            24.1   Power of Attorney - Included on Signature Page

            23.1   Consent of Friedlob Sanderson Paulson & Tourtillott, LLC (see
                   exhibit 5.1)

            23.2   Consent of Gelfond Hochstadt Pangburn, P.C.

            99.1   ImaginOn, Inc. 1999 Equity Incentive Plan. (Incorporated by
                   reference to Exhibit A to the Registrant's Definitive Proxy
                   Statement for the 2000 annual meeting on Schedule 14A as
                   filed with the Securities and Exchange Commission on March
                   16, 2000).

Item 9.     Undertakings
            ------------

            The undersigned Registrant hereby undertakes:

                                      II-3
(a) (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.

        (a) (2) That, for determining any liability under the Securities Act, it
will treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering.

        (a) (3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

        (b) that, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act as is, therefore, unenforceable.

                                      II-4
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Carlos, State of California, on this 5/th/ day of
June, 2000.

                                  ImaginOn,  Inc.

                                  By /s/ David M. Schwartz
                                    __________________________________________
                                    David M. Schwartz, Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or
directors of ImaginOn,  Inc., by virtue of their signatures appearing below,
hereby constitute and appoint David M. Schwartz and James A. Newcomb, each with
full power of substitution, as attorneys-in-fact in their names, places and
steads to execute any and all amendments to this Registration Statement on Form
S-8 in the capacities set forth opposite their names below and hereby ratify all
that said attorneys-in-fact may do by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

       Signatures                     Title                         Date
       ----------                     -----                         ----

/s/ David M. Schwartz
__________________________
David M. Schwartz             Chief Executive Officer,          June 5, 2000
                               President and Director

/s/ James A. Newcomb
__________________________
James A. Newcomb              Chief Financial Officer           June 5, 2000
                                    and Director
/s/ Mary E. Finn
__________________________
Mary E. Finn                         Director                   June 5, 2000

                                      II-5
/s/ Dennis Allison
___________________________                                  June 5, 2000
Dennis Allison                      Director

/s/ Jim Polizotto
___________________________                                  June 5, 2000
Jim Polizotto                       Director

                                      II-6