As filed with the Securities and Exchange Commission on January 22, 2002
                           Registration Statement No.
 ------------------------------------------------------------------------------

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM SB-2
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  VIZARIO, INC.
             (Exact name of registrant as specified in its charter)


             Nevada                          9995                       84-1108499
    -------------------                   ----------                 ----------------
(State or other jurisdiction     (Primary Standard Industrial      (I.R.S. Employer
incorporation or organization)  Industrial Identification No.)    Identification Number)



            1313 Laurel Street. Suite 4, San Carlos, California 94070
            ---------------------------------------------------------
         (Address of registrant's principal executive offices)(Zip Code)

                                  (650)596-0101
              (Registrant's Telephone Number, Including Area Code)
                                James A. Newcomb
                           1313 Laurel Street, Suite 4
                           San Carlos California 94070
                            Telephone: (650)596-0101
            (Name, address and telephone number of agent for service)

                        Copies of all communications to:
                           C. Frederick LeBaron, Esq.
                            53 S. Washington, Suite 2
                               Hinsdale, IL 60521
                            Telephone: (630)325-0600

Approximate date of proposed sale to the public: As soon as practicable after the effective
date of this registration statement.

If this Form is filed to register  additional  securities  for an offering  pursuant to Rule
462(b)  under  the  Securities  Act of 1933,  please  check the  following  box and list the
Securities  Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. [ ]

If this  Form  is a  post-effective  amendment  filed  pursuant  to Rule  462(c)  under  the
Securities  Act of  1933,  check  the  following  box and list  the  Securities  Act of 1933
registration  statement number of the earlier effective  registration statement for the same
offering. [ ]

If this  Form  is a  post-effective  amendment  filed  pursuant  to Rule  462(d)  under  the
Securities Act of 1933,  check the following box and list the  Securities  Act  registration
statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,  please check the
following box. [ ]

                         CALCULATION OF REGISTRATION FEE


================================================================================

Title of each           Amount of      Proposed          Proposed
  class of              of shares      offering           Maximum           Amount of
securities to be          to be          price           aggregate         Registration
  registered           registered     per share (1)  offering price (1)        Fee
-----------------      ----------   --------------   ------------------   --------------
Common stock,           12,456,507         $0.27            $3,612,387        $1,004.25
  $.001 par value       shares (2)
================================================================================

(1)   Estimated  solely for purposes of calculating the  registration fee in accordance with
      Rule 457(c) under the Securities Act of 1933, as amended,  based on the average of the
      high and low prices for our common  stock as reported on the OTC  Electronic  Bulletin
      Board on January 11, 2002.

(2)   Includes  shares of our common stock  issuable upon the  conversion of our Series A 8%
      Cumulative Convertible Preferred Stock to certain selling shareholders,  and shares of
      our common  stock  issuable  upon the  exercise  of warrants  issued to other  selling
      shareholders.

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,  AS AMENDED,  OR
UNTIL THIS  REGISTRATION  STATEMENT  SHALL BECOME  EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.




                                   Preliminary Prospectus

                                       Vizario, Inc.

                 The Resale of up to 12,456,507 Shares of Our Common Stock

This  prospectus  relates  to the resale by the  selling  shareholders  of up to  12,456,507
shares of our common stock.  The selling  shareholders  may sell the stock from time to time
in the over-the-counter market at the prevailing market price or in negotiated transactions.

The  shares  of common  stock  have not been  registered  for sale by the  selling  security
holders under the securities  laws of any state as of the date of this  prospectus.  Brokers
or dealers  effecting  transactions  in the shares should confirm the  registration  thereof
under the securities laws of the states in which  transactions occur or the existence of any
exemption from registration.

Our common  stock is quoted on the  over-the-counter  electronic  bulletin  board  under the
symbol  "VZRO" On January 11, 2002,  the average of the bid and asked prices of our common
stock was $.27 per share.

Investing  in our common  stock  involves a high  degree of risk.  You should  invest in our
common  stock  only if you can afford to lose your  entire  investment.  See "Risk  Factors"
beginning on page 8 of this prospectus.

Neither the  Securities  and Exchange  Commission  nor any state  securities  commission has
approved or  disapproved  of the  securities  or passed upon the adequacy or accuracy of the
prospectus. Any representation to the contrary is a criminal offense.

This  prospectus is not an offer to sell these  securities and it is not soliciting an offer
to buy these securities in any state where the offer or sale is not permitted.



The date of this prospectus is January 22, 2002
Subject to Completion





                                     TABLE OF CONTENTS

PROSPECTUS SUMMARY

THE OFFERING

RISK FACTORS

USE OF PROCEEDS

SELLING SHAREHOLDERS

PLAN OF DISTRIBUTION

BUSINESS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS VIZARIO, INC. AND SUBSIDIARY

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MARKET INFORMATION

DIVIDEND POLICY

PRINCIPAL SHAREHOLDERS

DESCRIPTION OF SECURITIES

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

TRANSFER AGENT

LEGAL MATTERS

EXPERTS

ADDITIONAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES







                               PROSPECTUS SUMMARY

      This  summary  highlights  information  found  in  greater  detail  elsewhere  in this
prospectus.  This summary is not complete  and does not contain all of the  information  you
should consider before investing in our common stock. You should read the entire  prospectus
carefully,  including the "Risk  Factors." This prospectus  describes our company,  finances
and products.

                               About Our Company

      Vizario,  Inc. is a Nevada corporation which is the successor to an enterprise founded
in 1983. We are a technology  company whose name is also the title of our premier  software.
"Vizario(TM)"  software  supercedes  Internet  search  engines and web  browsers on 2G wireless
devices - the new  generation  of cell phones,  PDA's and pocket  computers.  Vizario(TM)will
give  wireless  end users the kind of access to the  Internet  they are used to getting from
desktop  computers.  Vizario(TM)presents  anything a user needs:  Web page  summaries,  audio
clips,  text,  graphics  and video  clips -  displays  it,  stores it and  updates  it.  The
technology  underlying the Vizario(TM)software is protected  under U.S.  patents  licensed by
Vizario from Imaginon, Inc., the parent company of Vizario, Inc.

             Summary of Selected Historical Financial Information

      The following  table  summarizes  certain  financial  information  about our business.
Because of our recent change in business,  the historic information  reflected below may not
be a good basis for  evaluating  our current  and future  performance.  For a more  detailed
explanation of this data, see  "Management  Discussion and Analysis of Financial  Conditions
and  Results  of  Operations,"  and  our  financial  statements  located  elsewhere  in this
prospectus.


Statement of Operations Data:


                                             Period from     Period from
                                            July 17, 2000   July 17, 2000
                             Nine months     (inception)     (inception)
                                ended          through         through
                            September 30,   September 30,    December 31,
                                2001            2000             2000
                             -------------   ------------    -------------

Revenues                     $        426   $                $

Gross profit                          281

Loss from operations           (1,163,398)        (6,903)         (25,003)

Net loss                       (1,391,935)        (6,903)         (25,003)

Net loss applicable to
  common shareholders          (1,561,345)        (6,903)         (25,003)
                             =============  =============    =============

Basic and diluted loss
 per common share            $       (.07)  $     (*)
                             =============  =============

Weighted average number
 of common shares
 outstanding                   22,297,114     20,000,000
                             ============   ============



Balance Sheet Data:

*  Less than $0.01 per common share.


                                                          September 30,    December 31,
                                                               2001            2000

Current assets                                              $    2,447      $    2,315

Total assets                                                 1,472,451           2,315

Working capital (deficiency)                                (2,047,342)        (19,003)

Shareholders' equity (deficit)                                (859,448)        (19,003)


--------------------------------------------------------------------------------------------
(1)  On May 24, 2001, we completed a merger with Wireless Web Data, Inc. ("WWDI").  The
transaction was recorded as an acquisition of Vizario and a recapitalization of WWDI.
WWDI is a development stage company, formed on July 17, 2000.


                                 Shares We Are Registering

      This prospectus  covers the resale,  either in the open market or to other  investors,
      of the following shares of our Common Stock:

      Up to 9,091,547  shares of our common stock issuable upon the conversion of our Series
      A 8% Cumulative  Convertible  Preferred  Stock,  $.001 par value per share  previously
      sold in an exempt private offering; and

      321,600 shares of our common stock  underlying  warrants issued in connection with the
      sale of our Series A 8% Cumulative Convertible Preferred Stock; and

      565,360 shares of our common stock  underlying  warrants  granted certain  entities or
      individuals in connection with consulting  services  provided to us from time to time;
      and

      158,000 shares of our common stock  underlying  warrants issued to certain entities or
      individuals in connection with advances provided to us; and

      920,000  shares  of our  common  stock,  and  1,400,000  shares  of our  common  stock
      underlying   warrants   issued   to   certain   individuals   at  the   time   of  the
      Vizario/Gallagher Research Corp. Stock Exchange Agreement.

                                        THE OFFERING

Common stock outstanding prior                  28,923,127 shares (1)
to this offering

Common stock being offered for                  12,456,507 shares (2)
resale to the public

Common stock outstanding after                  41,379,634 shares (3)
this offering

Percentage of common stock outstanding          30% (3)
following this offering that shares being
offered for resale represent

Price per share to the public             No  set  price;  open  market   transactions
                                          will  be  at  the  then-prevailing  market  price,
                                          while  negotiated  transactions  may be at a price
                                          greater  or less than the  then-prevailing  market
                                          price

Total proceeds raised by the offering     None;  however,  we will  receive  the
                                          proceeds from the exercise of outstanding warrants

Use of proceeds                           We plan to use any  proceeds  from the exercise of
                                          outstanding   warrants   for   general   corporate
                                          purposes

(1)   Does  not  include  2,208,960  shares   underlying   warrants  and  options  currently
      outstanding.

(2)   Includes  (a)  214,054  shares  that  are  presently  outstanding  as  the  result  of
      conversions  of our Series A 8%  Cumulative  Convertible  Preferred  Stock,  (b) up to
      8,877,493  shares  that  may be  issued  to  certain  selling  shareholders  upon  the
      conversion of our Series A 8% Cumulative  Convertible  Preferred Stock  (calculated on
      the basis of 200% coverage of such underlying  stock), (c) up to 321,600 common shares
      underlying  warrants issued in connection with the Series A 8% Cumulative  Convertible
      Preferred Stock,  (d) 565,360 shares of our common stock  underlying  warrants granted
      certain entities or individuals in connection with consulting  services provided to us
      from time to time;  (e)158,000  shares of our common stock underlying  warrants issued
      to certain  entities or  individuals in connection  with advances  provided to us; and
      (f) 920,000  shares of our common  stock,  and  1,400,000  shares of our common  stock
      underlying   warrants   issued   to   certain   individuals   at  the   time   of  the
      Vizario/Gallagher Research Corp. Stock Exchange Agreement.

(3)   On a fully diluted basis,  assuming the conversion of all the common shares underlying
      our Series A 8% Cumulative  Convertible  Preferred  Stock  (calculated on the basis of
      200% coverage of such underlying  stock), and the exercise of all of the warrants held
      by certain selling shareholders.

RISK FACTORS

An investment in the common stock being  offered for resale by the selling  shareholders  is
very risky. You should carefully  consider the risk factors  described below,  together with
all other  information in this prospectus before making an investment  decision.  Additional
risks and  uncertainties  not presently known to us or that we currently may deem immaterial
may also impair our business operations.  If any of the following risks actually occurs, our
business,  financial condition or operating results could be materially  adversely affected.
In such case, the trading price of our common stock could  decline,  and you may lose all or
part of your investment.

WE HAVE A HISTORY OF OPERATING LOSSES.

We reported  net losses of  $1,391,935  for the nine  months  ended  September  30, 2001 and
$1,416,938 for the period from July 17, 2000 (inception) through September 30, 2001.

IF WE DO NOT OBTAIN ADEQUATE  FINANCING TO FUND OUR FUTURE  OPERATIONS WE MAY NOT BE ABLE TO
SUCCESSFULLY IMPLEMENT OUR BUSINESS PLAN.

Although it is difficult to estimate the amount of additional  financing we will require, we
anticipate  that over the next two years we will need  approximately  $2,500,000 for working
capital and general  corporate  purposes.  This estimate could increase.  Effective July 30,
2001,  we  entered  into  a  $5,000,000   Private  Equity  Line  of  Credit  Agreement  (the
"Equity  Line"),  whereby  subject  to terms  and  conditions  of the  Equity  Line,  we may
sell to an  investor up to $5 million of our common  stock  during a two-year  period  which
commences  upon  the  effective  date of a  registration  statement  registering  shares  of
common  stock  to be sold  under  the  Equity  Line.  Based  on our  potential  rate of cash
operating  expenditures  and our current plans, we anticipate our cash  requirements for the
next two years may need to come  primarily  from the proceeds of the Equity  Line.  However,
our ability to raise funds under the Equity Line of credit  agreement  is subject to certain
conditions.  We anticipate  that our future cash  requirements  may be fulfilled by improved
sales of product,  the sale of additional equity securities and/or debt financing.  However,
we cannot assure you that  additional  financing will be available on terms favorable to us,
or at all. If adequate  funds are not available or are not  available on  acceptable  terms,
our ability to fund our operations  would be significantly  limited.  If we raise additional
funds by issuing  equity or convertible  debt  securities,  the percentage  ownership of our
stockholders  will be  reduced,  and  these  securities  may  have  rights,  preferences  or
privileges senior to those of our stockholders.

IF WE DO NOT  OBTAIN  AN  INDEPENDENT  APPRAISAL  OF OUR  TECHNOLOGICAL  LICENSE
RIGHTS,  WHICH  SUPPORTS  OUR  VALUATION,  WE MAY HAVE TO EXCLUDE  THEM FROM OUR
BALANCE SHEET ASSETS,  WHICH MIGHT ADVERSELY  AFFECT OUR ABILITY TO SUCCESSFULLY
RAISE ADDITIONAL CAPITAL AND IMPLEMENT OUR BUSINESS PLAN.

Our primary asset is a Technology License Agreement with Imaginon,  our majority
shareholder,  in which  Imaginon  granted us, as of April 23, 2001 an  exclusive
world-wide,  perpetual  right and license,  subject to certain  limitations,  as
defined in the  Agreement,  to use,  reproduce,  distribute  and modify  certain
licensed technology  previously  developed by Imaginon,  including the WebZinger
and Vizario Internet search engine software.  As consideration for this license,
we agreed to pay Imaginon total license fees of $2,000,000,  payable in $500,000
installments  due in June,  September,  and December 2001, and in March 2002. We
valued the technological license rights at approximately  $1,877,000,  which was
based on our best estimate of their fair market value. We have not had the value
of  the  rights  determined  or  confirmed  by  an  independent  appraiser.  The
technological license rights are being rapidly amortized over a two-year period.
Management  assesses the carrying value of the technological  license rights for
impairment  when  circumstances  warrant  such a review,  primarily by comparing
projected  sales,  operating  income  and annual  cash flows on an  undiscounted
basis,  with  the net  carrying  value  of the  assets.  Based  on its  internal
projections of revenues and cash flows,  management believes it will recover the
capitalized costs.  However, we plan to obtain an independent  appraisal as soon
as  reasonably  practicable;  but,  we are limited in our ability to do so on an
expedited  basis,  because  of our  lack  of  cash.  If  based  on  management's
assessment,  it is determined that the technological license rights are impaired
and need to be written off, our capital position will be adversely  impacted and
our balance sheet will include no assets to speak of. That, in turn, may make it
more difficult for us to successfully implement our business plan.




WE HAVE NOT PAID ANY CASH  DIVIDENDS  SINCE  INCEPTION  AND HAVE NO CURRENT PLANS TO PAY ANY
CASH DIVIDENDS.

We have never  declared or paid any cash  dividends on our common stock since our inception.
We currently  intend to retain any future earnings for funding growth and therefore,  do not
expect to pay any cash dividends in the foreseeable future.

THE  SUBSTANTIAL  NUMBER OF SHARES OF OUR COMMON  STOCK THAT ARE ELIGIBLE FOR FUTURE SALE IN
THE PUBLIC MARKET COULD  ADVERSELY  AFFECT  PREVAILING  MARKET PRICES OF OUR COMMON STOCK OR
LIMIT OUR ABILITY TO RAISE ADDITIONAL CAPITAL.

Future  sales of  substantial  amounts of our  common  stock in the  public  market,  or the
perception that these sales might occur,  could adversely affect the prevailing market price
of our common stock or limit our ability to raise  additional  capital.  We  currently  have
28,923,127  shares of our common stock issued and  outstanding  and an additional  2,208,960
shares of our common  stock are  reserved  for  issuance  upon the  exercise of  outstanding
options and warrants,  as well as the additional 12,456,507 shares being registered pursuant
to this  registration  statement.  No precise  prediction can be made of the effect, if any,
that market  sales of our common  stock or the future  availability  of shares for sale will
have on the  market  price of our  common  stock  from  time to time.  Sales of  substantial
amounts of our common stock in the public market could adversely  affect  prevailing  market
prices and limit our ability to raise additional capital.

THE  ISSUANCE OF SHARES UPON  CONVERSION  OF OUR SERIES A  PREFERRED  STOCK AND  EXERCISE OF
OUTSTANDING   WARRANTS  MAY  CAUSE  IMMEDIATE  AND  SUBSTANTIAL  DILUTION  TO  OUR  EXISTING
STOCKHOLDERS.

The issuance of shares upon conversion of the Series A 8% Cumulative  Convertible  Preferred
Stock,  and  exercise of warrants  may result in  substantial  dilution to the  interests of
other  stockholders  since the selling  stockholder may ultimately convert and sell the full
amount.  Although  the  preferred  stockholders  may not  convert  their  securities  and/or
exercise  their  warrants into more than 4.99% of our then  outstanding  common stock,  this
restriction does not prevent the investors from converting  and/or  exercising some of their
holdings and then  converting  the rest of their  holdings.  In this way, the investor could
sell more than this limit while never holding more than this limit.  In addition,  preferred
stockholders  may waive the 4.99%  limitation  upon 75 days notice.  If this limit is waived
there is no upper  limit on the  number of shares  that may be  issued  which  will have the
effect of further diluting the proportionate  equity interest and voting power of holders of
our common stock and may result in a change of control of the Company.

THE  CONTINUOUSLY  ADJUSTABLE  CONVERSION  PRICE  FEATURE  OF  OUR  SERIES  A 8%  CUMULATIVE
CONVERTIBLE  PREFERRED  STOCK MAY  ENCOURAGE THE INVESTORS TO MAKE SHORT SALES OF OUR COMMON
STOCK, WHICH COULD HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.

The Series A 8% Cumulative  Convertible  Preferred  Stock is convertible  into shares of our
common  stock at a 35%  discount  to the  trading  price of the  common  stock  prior to the
conversion  (based on the average of the three lowest closing bid prices for the ten trading
days immediately  preceding the conversion).  The significant downward pressure on the price
of the common  stock as the  selling  stockholder  converts  and sells  material  amounts of
common stock could  encourage short sales by the selling  stockholder or others.  This could
place further downward  pressure on the price of the common stock.  The selling  stockholder
could sell  common  stock  into the market in  anticipation  of  covering  the short sale by
converting their  securities,  which could cause the further downward  pressure on the stock
price.

THE CUMULATIVE DIVIDENDS PAYABLE ON OUR SERIES A 8% CUMULATIVE  CONVERTIBLE  PREFERRED STOCK
IS ALSO CONVERTIBLE INTO SHARES OF OUR COMMON STOCK.

The cumulative dividends payable on the Series A 8% Cumulative  Convertible  Preferred Stock
are also  convertible  into shares of our common stock. The preferred shares are entitled to
a 8%  annual  cumulative  dividend  payable  quarterly  and we do  not  have  plans,  or the
financial  resources,  to pay such dividends in cash.  Dividends of $9,447 have  accumulated
through  December 31, 2001.  In this regard,  the lower the price of our common  stock,  the
more shares of common  stock the holder of the  convertible  note will receive in payment of
interest.

WE ARE IN DEFAULT  WITH  RESPECT  TO  REGISTRATION  RIGHTS  PROVISIONS  IN THE  SUBSCRIPTION
AGREEMENT FOR THE SERIES A PREFERRED STOCK,  WHICH COULD RESULT IN THE MANDATORY  REDEMPTION
OF THE SERIES A PREFERRED STOCK OR THE ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK

The Series A  preferred  stock is  subject  to a  mandatory  redemption  provision  upon the
triggering  of certain  events,  including  our failure to register  shares of common  stock
underlying  the Series A preferred  stock  within 60 days of the date the Series A preferred
stock was  issued.  We have not  complied  with the  deadline  for filing  the  registration
statement,   and  we  received   notice  in   December   2001  from  one  of  the  Series  A
preferred   shareholders   of  a  claim  for  late-filing   penalties  of  $11,120,   to  be
satisfied  through  the  payment  of  liquidated  damages in cash.  Until this  registration
statement becomes  effective,  the Series A preferred stock which has already been issued is
subject to mandatory  redemption,  and liquidated damages will continue to accrue. We do not
have cash, at the present time, to pay such liquidated damages.

WE ARE  OBLIGATED  TO  REGISTER  ADDITIONAL  SHARES  PURSUANT  TO THE EQUITY  LINE OF CREDIT
AGREEMENT,  AND HAVE THE RIGHT TO PUT ADDITIONAL SHARES OF OUR COMMON STOCK UNDER THE EQUITY
LINE.  IF WE SELL  MATERIAL  AMOUNTS OF OUR COMMON  STOCK,  IT COULD REDUCE THE PRICE OF OUR
COMMON STOCK AND ENCOURAGE SHORT SALES.

As we sell shares of our common stock to the lender  under the Equity  Line,  if, and to the
extent that the Lender  sells our common  stock,  our common stock price may decrease due to
the additional shares in the market.  As the price of our common stock decreases,  and if we
decide to exercise our right to put shares to the lender,  we will be required to issue more
shares of our common  stock upon  exercise  of our put  rights for any given  dollar  amount
invested by the lender.  This may encourage short sales,  which could place further downward
pressure on the price of our common stock.

THE EXERCISE OF OUR PUT RIGHTS UNDER THE EQUITY LINE OF CREDIT MAY SUBSTANTIALLY  DILUTE THE
INTERESTS OF OTHER HOLDERS.

The shares of our common  stock  issuable  upon  exercise of our put rights under the Equity
Line are subject to a registration  rights  agreement which requires that they be registered
no later than 180 days from July 31, 2001.  Upon the  completion of such  registration,  the
shares will be available for sale  immediately upon issuance.  Accordingly,  the exercise of
our put rights may result in  substantial  dilution to the interests of the other holders of
our common  stock and the price of our common  stock may  decrease  which would  entitle the
selling  shareholders  to  receive a greater  number of  shares  of our  common  stock  upon
exercise of our put rights.

ACCEPTANCE OF THE COMPANY'S TECHNOLOGY; CREATION OF NEW MARKETS

There  can be no  assurance  that  the  Company's  technologies  will be  adopted,  that its
technologies will be incorporated into products,  or that products based on its technologies
will be marketed  successfully.  In addition,  there can be no assurance  that the Company's
technologies  will be  adopted  widely as  industry  standards,  even if  products  based on
its  technologies  have been  introduced successfully to the marketplace.

The  markets  for  the  Company's  software,  technologies  and  other  products  have  only
recently  begun  to  develop.  As is  typical  in the  case  of a new and  rapidly  evolving
industry,  demand and market  acceptance  for  recently  introduced  products  and  services
are  subject  to a high  level  of  uncertainty  and  risk.  Because  the  markets  for  the
Company's  technologies  and  products are new and/or  evolving,  it is difficult to predict
the future  growth rate,  if any, and size of these  markets.  There is no assurance  either
that the  markets  for the  Company's  technologies  and  products  will emerge or become or
remain  sustainable.  If the markets fail to develop,  develop more slowly than  expected or
become  saturated with  competitors,  or if the Company's  technologies  and products do not
achieve or sustain  market  acceptance,  the Company's  business,  results of operations and
financial condition will be materially and adversely affected.

UNCERTAINTY OF NEW PRODUCT DEVELOPMENT

The Company  has only  recently  released  commercial  versions of some of its  technologies
and  products.  Additional  efforts  and  expenditures  to enhance  their  capabilities  are
critical to commercial viability.

FAILURE TO MAINTAIN TECHNOLOGICAL ADVANTAGES/RISK OF OBSOLESCENCE

The  Company  is  dependent  upon  what it  perceives  as the  technological  advantages  of
its  products  and its  ability  to  maintain  trade  secret  protection  for its  products.
There  can be no  assurance  that  the  Company  will be able to  obtain  or  maintain  such
advantages;  failure to do so would have  substantial  adverse  consequences to the business
of the Company.

Technological   obsolescence  of  the  Company's   technologies   and  products   remains  a
possibility.  There is no assurance that the  competitors of the Company will not succeed in
developing  related  products  using  similar  processes  and  marketing  strategies  before
the  Company,  or that  they  will  not  develop  technologies  and  products  that are more
effective   than  any   which   have   been  or  are  being   developed   by  the   Company.
Accordingly,   the   Company's   ability   to   compete   will  be   dependent   on   timely
enhancement   and   development  of  its   technologies   and  products,   as  well  as  the
development  and  enhancement  of future  products.  There is no assurance  that the Company
will be able to keep pace with  technological  developments  or that its  products  will not
become obsolete.

WE WILL FACE CHALLENGES TO OUR BUSINESS IF OUR TARGET MARKET ADOPTS ALTERNATE  STANDARDS FOR
WIRELESS TRANSMISSION.

Wireless  technology  is  extremely  complex,  and  products  must  adhere to a  continually
changing set of standards  and  compliance  requirements.  Currently,  our  solutions  based
technology  is designed to function with 2G wireless  devices -- the new  generation of cell
phones,  PDA's and pocket  computers.  However,  regulatory  guidelines for radio  frequency
emitting wireless  products,  wireless  protocols and driver safety  regulations  (which may
also adversely  affect the wireless  industry),  are established by governments and industry
standards   organizations  over  which  we  have  no  direct  influence.  We  have  invested
substantial  amounts of engineering  resources into developing a solutions based  technology
and  licenses  of  patented  software  that  assist  wireless  equipment   manufacturers  in
achieving  compliance to these standards.  If we fail to introduce systems that meet new and
evolving regulations and standards, our business would be significantly harmed.

THE  SOFTWARE  INDUSTRY,   INCLUDING  THE  SOFTWARE  INDUSTRY  FOR  WIRELESS  MOBILE  DEVICE
APPLICATIONS,  IS HIGHLY  COMPETITIVE  AND SOME OF OUR COMPETITORS MAY BE MORE SUCCESSFUL IN
ATTRACTING AND RETAINING  CUSTOMERS.  WE MAY NOT BE ABLE TO COMPETE  EFFECTIVELY  BECAUSE WE
ARE IN THE PROCESS OF  ESTABLISHING  OUR NAME  RECOGNITION  AND BECAUSE OUR  COMPETITORS ARE
MORE ESTABLISHED AND HAVE GREATER RESOURCES THAN WE DO.

We will  encounter  competition  from  other  software  companies  and from an  increasingly
competitive  computer  software  industry  in  general.  The  growing  market  for  software
programs  for  wireless  applications  has  attracted  new  market  participants  as well as
expansion  by   established   participants   resulting   in   substantial   and   increasing
competition.  Many of our  present  and  future  competitors  in the  software  market  have
substantially  greater:

o     financial,  marketing,  technical  and  development  resources;

o     name  recognition;  and

o     experience  than  we  do.

Our  competitors  may be  able to  respond  more  quickly  to new or  emerging  advancements
in the  wireless  software  market  and to  devote  greater  resources  to the  development,
promotion  and  sale of  their  software  programs.  In  addition,  companies  that  develop
operating   systems  could  introduce  new  or  upgrade   existing   operating   systems  or
environments  that include  similar  software  programs to those  offered by us, which could
render  our  products  obsolete  and  unmarketable.  We may  not  be  able  to  successfully
compete  against  current  or  future   competitors  which  could   significantly  harm  our
business.

While we believe  that  VIZARIO(TM)is  competitive  in the  wireless  video  software  program
market,  no assurances  can be given that  competitors,  in the future,  will not succeed in
developing better software programs.

In  addition,   current  and  potential  competitors  may  make  strategic  acquisitions  or
establish  cooperative  relationships  among  themselves  or with third  parties  that could
increase  their  ability to capture a larger  portion of the market share for such  software
programs.  This type of existing  and future  competition  could  affect our ability to form
and  maintain  agreements  with  our   distribution,   reseller,   bundling  and  marketing
partners.  No  assurances  can be  given  that  we will  be  able  to  compete  successfully
against  current  and  future  competitors,  and any  failure to do so would have a material
adverse effect on our  business.

THE SUCCESS OF THE VIZARIO  SOFTWARE MAY BE DEPENDENT UPON THE EXTENT TO WHICH USERS MIGRATE
TO MICROSOFT'S WINDOWS XP OPERATING SYSTEM.

The Company's  premier VIZARIO(TM)software is a new application for Windows XP(TM),  Microsoft's
new high  performance  operating  system for home and business  users.  Windows XP(TM)is a new
operating system which Microsoft characterizes as "designed for dependability,  productivity
and ease of use," and was  launched on October 25,  2001.  While we believe that Windows XP(TM)
will be widely adopted and will therefore  provide a substantial  user base for the VIZARIO(TM)
software,  no assurances can be given that such adoption will occur,  and any failure of its
widespread adoption would have a material adverse effect on our  business.

THE LOSS OF  DAVID  M.  SCHWARTZ  OR ANY OF THE  COMPANY'S   KEY  SOFTWARE  PROGRAMMERS  AND
MANAGEMENT  PERSONNEL  WOULD HAVE AN ADVERSE IMPACT ON FUTURE  DEVELOPMENT  AND COULD IMPAIR
OUR ABILITY TO SUCCEED.

Our  performance  is  substantially  dependent  on  the  technical  expertise  of  David  M.
Schwartz and other key software  programmers  and  developers and our ability to continue to
hire and  retain  such  personnel.  There is  intense  competition  for  skilled  personnel,
particularly  in the field of  software  development.  The loss of David M.  Schwartz or any
of  Vizario's  key  software  programmers  and  management  personnel  could have a material
adverse effect on our business, development,  financial condition, and operating results. We
do  not  maintain   "key  person"  life   insurance  on  any  of  our  directors  or  senior
executive  officers.

SINCE OUR SHARES ARE THINLY  TRADED AND  TRADING ON THE OTC  BULLETIN  BOARD MAY BE SPORADIC
BECAUSE IT IS NOT AN EXCHANGE,  STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.

Our common  stock is quoted on the OTC  Bulletin  Board and is thinly  traded.  In the past,
our trading  price has  fluctuated  widely,  depending  on many factors that may have little
to do with our  operations  or business  prospectus.  In addition,  the OTC  Bulletin  Board
is not an exchange  and,  because  trading of the  securities  on the OTC Bulletin  Board is
often more  sporadic  than the  trading of  securities  listed on an  exchange of the NASDAQ
Stock   Market,   Inc.,   you  may  have   difficulty   reselling  any  of  the  shares  you
purchase  from  the  selling stockholders.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK  REGULATION THAT MAY AFFECT THE LIQUIDITY FOR OUR
COMMON STOCK.

Shares of our common stock are subject to the rules adopted by the  Securities  and Exchange
Commission that regulate  broker-dealer  practices in connection with transactions in "penny
stocks."  Penny  stocks  are  generally  equity  securities  with a price of less than $5.00
(other than securities  registered on certain national securities exchanges or quoted on the
NASDAQ  system,  provided  that  current  price  and  volume  information  with  respect  to
transactions  in such  securities  is provided by the  exchange or system).  The penny stock
rules require a broker-dealer,  prior to a transaction in a penny stock not otherwise exempt
from  those  rules,  deliver  a  standardized  risk  disclosure  document  prepared  by  the
Securities and Exchange Commission, which contains the following:

o     a  description  of the nature and level of risk in the market for penny stocks in both
            public  offerings  and  secondary  trading;  a  description  of the  broker's or
            dealer's duties to the customer and of the rights and remedies  available to the
            customer  with  respect to  violation  to such duties or other  requirements  of
            Securities'  laws; a brief,  clear,  narrative  description  of a dealer market,
            including  "bid" and "ask"  prices  for penny  stocks  and  significance  of the
            spread between the "bid" and ask" price;

o     a toll-free  telephone  number for inquiries on disciplinary  actions;  definitions of
            significant  terms in the  disclosure  document  or in the conduct of trading in
            penny  stocks;  and  such  other  information  and is in  such  form  (including
            language,  type,  size and format),  as the Commission  shall require by rule or
            regulation.

Prior to effecting any transaction in penny stock, the  broker-dealer  also must provide the
customer the following:

o     the bid and offer quotations for the penny stock;

o     the compensation of the broker-dealer and its salesperson in the transaction;

o     the  number of shares to which  such bid and ask  prices  apply,  or other  comparable
            information  relating to the depth and  liquidity  of the market for such stock;
            and

o     monthly  account  statements  showing the market value of each penny stock held in the
            customer's account.

In addition,  the penny stock rules require that prior to a transaction in a penny stock not
otherwise  exempt  from  those  rules,  the  broker-dealer   must  make  a  special  written
determination  that the penny stock is a suitable  investment  for the purchaser and receive
the purchaser's  written  acknowledgment  of the receipt of a risk disclosure  statement,  a
written agreement to transactions  involving penny stocks,  and a signed and dated copy of a
written suitably  statement.  These disclosure  requirements may have the effect of reducing
the trading  activity in the  secondary  market for a stock such as our common stock that is
subject to the penny stock rules.

TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY BE LIMITED  THEREBY MAKING IT MORE
DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES OF OUR COMMON STOCK.

Our  common  stock  trades  on the OTC  Bulletin  Board.  The OTC  Bulletin  Board is not an
exchange  and,  because  trading  of  securities  on the OTC  Bulletin  Board is often  more
sporadic  than the  trading of  securities  listed on an  exchange  or NASDAQ,  you may have
difficulty reselling any of the shares that you purchase from the selling shareholders.

USE OF PROCEEDS

We will not receive any proceeds  from the sale of shares of our common stock being  offered
by the  selling  shareholders.  We may,  however,  receive  up to $.10  per  share  from the
exercise  of warrants  held by certain  selling  shareholders.  If all of the  warrants  are
exercised,  we estimate  that we will receive net proceeds of  approximately  $210,896.  Net
proceeds are  determined  after  deducting  all expenses of this  offering  (estimated to be
approximately  $35,650).  We intend to use the net  proceeds  from the  exercise of warrants
for working capital and general corporate  purposes,  including  possible  acquisitions.  No
specific  acquisitions  have been  determined at this time.  Pending the use of any proceeds
as  discussed  above,  we intend to  invest  these  funds in short  term,  interest  bearing
investment-grade obligations.

SELLING SHAREHOLDERS

The following table sets forth certain  information as of the date of this prospectus,  with
respect to the selling  shareholders  for whom we are  registering  shares for resale to the
public.  The selling  shareholders  propose selling all of their shares,  in which case each
would beneficially own no shares after the offering.  Except as set forth below, none of the
selling shareholders  currently is an affiliate of ours, and none of them has had a material
relationship  with us during the past three years.  None of the selling  shareholders are or
were affiliated with registered broker-dealers.  An asterisk indicates if their common stock
ownership is less than one percent.




Name & Position  Amount of       Maximum        Percentage of   Amount of
with the Company shares owned    Amount of      class to be     shares to be
                 prior to the    shares to be   owned after     owned after
                 offering        offered (1)    the offering    the offering

World Capital                         613,360       1.48%           613,360
Funding, LLC

Robert Griffin       70,000            70,000          *             70,000

Gillette                               40,000          *             40,000
Holding Int'l

David M.            400,000         1,000,000       2.41%         1,000,000
Schwartz,
Director

James A.            300,000           800,000       1.93%           800,000
Newcomb,
President, CEO,
CFO and Director

David Caney,        220,000           520,000       1.25%           520,000
Secretary,
Director

Alpha Capital       107,027         1,492,195       3.60%         1,492,195
AG

Estate of Ralph                       743,149       1.79%           743,149
H. Grills

Frederic                              147,450          *            147,450
 A. Lenz

Jimmy Dean Dowda                      294,900          *            294,900

John Vasquez                          147,450          *            147,450

Jerry H.                              147,450          *            147,450
Rosenblatt

Miami                                 884,701       2.14%           884,701
Associates
Investments,
LLC/Joe Maenza

William T.                            147,450          *            147,450
Pallack

John M. Black,                        147,450          *            147,450
TTEE

Dale Steen, IRA                       294,900          *            294,900

Jesse Reggio                          147,450          *            147,450

*Less than 1 percent.

(1)   This  reflects  the maximum  number of shares which Seller could obtain by exercise of
      warrants, or conversion of Series A 8% Cumulative  Convertible Preferred Stock held by
      each  such Selling  Shareholder, based on the average of the three lowest closing  bid
      prices over the ten days preceding  January 11, 2002, as  provided in the registration
      rights  provisions of the Subscription Agreement for the Series A preferred stock.

The  securities  we issued to the selling  shareholders  were sold in  private,  unsolicited
transactions  that  did not  involve  a  public  offering,  pursuant  to an  exemption  from
registration under Section 4(2) of the Securities Act.

Securities Being Registered

In July 2001, we entered into a securities  purchase  agreement  with certain of
the  selling  shareholders  pursuant  to which we have  issued 278 shares of our
Series A 8% Cumulative  Convertible Preferred Stock, and have agreed to issue an
additional 526 shares of our Series A 8% Cumulative  Convertible Preferred Stock
and  warrants to purchase  160,800  shares of the  Company's  common stock at an
exercise  price of $.10  per  share.  The  Series  A 8%  Cumulative  Convertible
Preferred  Stock is  convertible  into an aggregate  of 4,438,786  shares of our
common  stock,  based upon the  average of the three  lowest  closing bid prices
during the ten days preceding January 11, 2002. Because the registration  rights
provisions  requires that there be a sufficient number of shares of common stock
registered to cover the  conversion  of the Series A 8%  Cumulative  Convertible
Preferred Stock and the warrants issued in connection therewith on a 200% basis,
this  registration  statement is providing  for the  registration  of twice that
amount,  plus an  additional  214,054  common  shares  which have  already  been
converted, for a total of 9,091,547 shares. In addition, we are registering: (a)
321,600 shares of our common stock underlying warrants issued in connection with
the sale of our Series A 8% Cumulative  Convertible Preferred Stock; (b) 565,360
shares of our common stock  underlying  warrants  granted  certain  entitites or
individuals in connection with consulting  services  provided to us from time to
time;  (c) 158,000  shares of our common  stock  underlying  warrants  issued to
certain entities or individuals in connection with advances  provided to us; (d)
920,000 shares of our common stock, and (e) 1,400,000 shares of our common stock
underlying   warrants  issued  to  certain   individuals  at  the  time  of  the
Vizario/Gallagher Research Corp. Stock Exchange Agreement.

                             PLAN OF DISTRIBUTION

Each selling  shareholder is free to offer and sell his or her shares of our common stock at
such  times,  in such  manner and at such  prices as he or she may  determine.  The types of
transactions  in which the shares of our common stock are sold may include  transactions  in
the over-the-counter  market (including block transactions),  negotiated  transactions,  the
settlement  of short sales of our common stock,  or a  combination  of such methods of sale.
The sales will be at market prices  prevailing at the time of sale or at negotiated  prices.
Such transactions may or may not involve brokers or dealers.  The selling  shareholders have
advised us that they have not entered into agreements,  understandings  or arrangements with
any  underwriters  or  broker-dealers  regarding  the  sale of  their  shares.  The  selling
shareholders  do not have an underwriter or  coordinating  broker acting in connection  with
the proposed sale of our common stock.

The selling  shareholders  may sell their  shares  directly to  purchasers  or to or through
broker-dealers,  which may act as agents or  principals.  These  broker-dealers  may receive
compensation  in the  form  of  discounts,  concessions  or  commissions  from  the  selling
shareholders.  They may also receive  compensation  from the  purchasers of our common stock
for whom such  broker-dealers  may act as agents or to whom they sell as principal,  or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess  of  customary
commissions).

Each selling  shareholder and any broker-dealer that assists in the sale of our common stock
may be  deemed  to be an  "underwriter"  within  the  meaning  of  Section  2(a)(11)  of the
Securities  Act.  Any  commissions  received  by such  broker-dealers  and any profit on the
resale of the shares of our common  stock sold by them while acting as  principals  might be
deemed to be underwriting  discounts or commissions.  The selling  shareholders may agree to
indemnify  broker-dealers  for  transactions  involving  sales of our common  stock  against
certain liabilities, including liabilities arising under the Securities Act.

Because each selling  shareholder  may be deemed to be an underwriter  within the meaning of
Section  2(a)(11)  of the  Securities  Act,  the  selling  shareholders  will be  subject to
prospectus delivery requirements.

We have  informed  the selling  shareholders  that the  anti-manipulation  rules of the SEC,
including  Regulation M promulgated  under the  Securities  Exchange Act, may apply to their
sales in the market.  We have provided all of the selling  shareholders  with a copy of such
rules and regulations.

Regulation M may limit the timing of purchases  and sales of any of the shares of our common
stock by the selling  shareholders  and any other person  distributing our common stock. The
anti-manipulation  rules under the  Securities  Exchange Act may apply to sales of shares of
our common stock in the market and to the activities of the selling  shareholders  and their
affiliates.  Furthermore,  Regulation  M of the  Securities  Exchange  Act may  restrict the
ability of any person  engaged in the  distribution  of shares of our common stock to engage
in  market-making  activities  with respect to the  particular  shares of common stock being
distributed  for a period of up to five  business  days  prior to the  commencement  of such
distribution.  All of the foregoing may affect the marketability of our common stock and the
ability of any person or entity to engage in  market-making  activities  with respect to our
common stock.

Rules 101 and 102 of Regulation M under the  Securities  Exchange  Act,  among other things,
generally  prohibit  certain  participants in a distribution  from bidding for or purchasing
for an account in which the  participant  has a beneficial  interest,  any of the securities
that  are the  subject  of the  distribution.  Rule 104 of  Regulation  M  governs  bids and
purchases  made to stabilize the price of a security in connection  with a  distribution  of
the security.

The selling  shareholders  also may resell all, or a portion,  of the common  shares in open
market  transactions in reliance upon Rule 144 under the Securities Act,  provided they meet
the criteria and conform to the requirements of such Rule.

The  selling  stockholders  will pay all  commissions,  transfer  taxes and  other  expenses
associated with their sales. The shares offered hereby are being registered  pursuant to our
contractual  obligations,  and we have agreed to pay the expenses of the preparation of this
prospectus.


MANAGEMENT

The  following  table sets forth  certain  information  with  respect to our  directors  and
executive officers:

Name                          Age                     Position
----                          ---                     --------

James A Newcomb               55                      President,  Chief  Executive  Officer,
                                                      Chief Financial Officer and a Director

David Caney                   54                      Secretary, Director

David M. Schwartz             53                      Director


James A. Newcomb has been President,  Chief Executive Officer, Chief Financial Officer and a
Director of Vizario since July 17, 2000. He is also a director and Chief  Financial  Officer
of  Imaginon.  Prior to  joining  Imaginon  in  1999,  he was  Chief  Financial  Officer  of
Displaytech,  Inc., in Longmont,  Colorado,  a privately held company that manufactures high
resolution  micro  displays  for,  among other  devices,  digital still  cameras,  camcorder
viewfinders,  and  projection  displays for  computer  monitors  and  televisions.  As Chief
Financial  Officer,  Mr. Newcomb played a key role in implementing the financial  aspects of
Displaytech's  key alliances,  both  domestically and  internationally.  Before this, he was
with the NASDAQ listed Fischer Imaging  Corporation,  in Denver,  Colorado,  where he served
from 1995 through  1998 as Vice  President  and Chief  Financial  Officer.  A member in good
standing  of the  Financial  Executives  Institute,  Mr.  Newcomb  was  awarded a Masters of
Business  Administration  degree in Finance by the Amos Tuck  School at  Dartmouth  College,
Hanover,  New Hampshire,  in 1970. He received a BA degree in Economics from Beloit College,
Beloit, Wisconsin, in 1968.

David Caney's  extensive legal  experience  includes  private law practice in litigation and
positions  with the District of Columbia as Chief,  Office of Contract  Administration,  for
the  Department  of Public  Works,  and  Administrator  of the Building and Land  Regulation
Administration  (Mayoral  Appointee).  Prior to this, David was Senior  Consultant for Hill,
International,  Inc. Earlier,  he was the Staff Director of the Subcommittee on Governmental
Activities  and  Transportation,   Committee  on  Governmental  Operations,  U.S.  House  of
Representatives.  David holds a Bachelor  of  Architecture  and a BS in  English,  both from
Carnegie-Mellon  University.  He received his Juris  Doctorate  from Antioch  School of Law,
Washington, D.C.  He is a member of the District of Columbia Bar.

David M.  Schwartz,  has been a Director of Vizario  since July 17, 2000.  Mr.  Schwartz has
been principally  employed as an Chairman,  Chief Executive Officer,  President and director
of Imaginon  since its  formation  in 1996.  From 1992 until  1996,  Mr.  Schwartz  was Vice
President of New Media Systems and Technology Atari Corporation,  where he invented GameFilm
technology  for  videogame  applications,  and served as a  principal  designer of the Atari
Jaguar CD peripheral.  From 1990 to 1992, Mr.  Schwartz was a senior member of the technical
staff at Tandy  Electronics  Research  Labs in San Jose,  California,  where he  headed  the
software team  developing  the first  writeable and erasable CD ROM. In 1983,  Mr.  Schwartz
started  and led  CompuSonics  Corporation,  which went public in 1984.  CompuSonics  ceased
operations in 1989. In 1985,  CompuSonics  introduced  the  CompuSonics  DSP1000,  the first
consumer audio recorder for floppy or optical disks.  The CompuSonics  Video PC Movie-Maker,
introduced in 1986,  inaugurated  real-time  digital video  recording and editing on desktop
computers.  Mr.  Schwartz  earned a Bachelor of Arts in  Architecture  from  Carnegie-Mellon
University,  after completing a multidisciplinary  program in Architecture,  Engineering and
Computer Science.  He also participated in post-graduate  studies at  Carnegie-Mellon in the
school of Industrial Administration.

Executive Compensation

COMPENSATION OF EXECUTIVE OFFICERS; EMPLOYMENT AGREEMENTS

During the years ended  December 31, 2000 and 1999,  neither the Company nor its
predecessor  paid  any cash or cash  equivalent  compensation  to any  executive
officer. We have no employment agreements with any of our executive officers. In
2001, we entered  time-based  consulting  arrangements with James A. Newcomb and
David M.  Schwartz,  both of whom continue to serve as officers and directors of
Imaginon, for the provision of their services.

EMPLOYEE INCENTIVE COMPENSATION PLANS

During the years ended December 31, 2000 and 1999, no director or officer of the
Company or its  predecessor  received  compensation  pursuant  to any  incentive
compensation  plan.  The  Company  currently  has in  place  an  Employee  Stock
Compensation  Plan and a Compensatory  Stock Option Plan. The Company  currently
has in place a  Compensatory  Stock Option Plan.  The Company  currently  has no
long-term  incentive plans, as that term is defined in the rules and regulations
of the Securities and Exchange Commission.

Employee Stock Compensation Plan

The  Company  has  adopted  the 1997  Employee  Stock  Compensation  Plan of its
predecessor  for its  employees,  officers,  directors  and  advisors  (the "ESC
Plan").  The Company has reserved a maximum of 1,500,000  shares of Common Stock
to be issued upon the grant of awards  under the ESC Plan.  The ESC Plan will be
administered by the Board of Directors or a committee of the Board.

Compensatory Stock Option Plan

The  Company  has  adopted  the  1997  Compensatory  Stock  Option  Plan  of its
predecessor  for its  employees,  officers,  directors  and  advisors  (the "CSO
Plan").  The Company has reserved a maximum of 1,000,000  shares of Common Stock
to be issued upon the exercise of options  granted  under the CSO Plan.  The CSO
Plan will not qualify as an  "incentive  stock option" plan under Section 422 of
the Internal Revenue Code of 1986, as amended. Options will be granted under the
CSO Plan at exercise  prices to be determined by the Board of Directors or other
CSO Plan  administrator.  In June 2001, the Company granted to employees options
to purchase up to 440,000 shares of the Company's  common stock, as set forth in
the following table.

Option/SAR Grants in Last Fiscal Year

The following table sets forth stock options granted by us during the last fiscal year.

(Individual Grants)


Number of Securities      Percent Of Total Options/Sars
 Underlying Options        Granted To All Employees in                     Expiration
     Granted                       Fiscal Year              Price($/Sh)       Date
     -------                       -----------              -----------    ----------
     440,000                          100%                     $.10         June 2011


COMPENSATION OF DIRECTORS

The Company  has no  arrangements  in place or  currently  contemplated  for the
compensation  of  Directors  for their  services as  directors or members of any
committee of the Board of Directors.

                                   BUSINESS


Vizario,   Inc.  ("Vizario"  or  the  "Company"),   formerly  known  as  Gallagher  Research
Corporation  ("GRC"),  was incorporated on April 2, 1999, for the purpose of entering into a
merger with and reincorporating its predecessor,  Gallagher Research and Development Company
("GRDC"),  a Colorado  corporation  organized on July 27, 1983.  Prior to October 1998, GRDC
was an  independent  oil and gas service  firm that  provided  geological,  geophysical  and
geochemical  services in North America and  internationally.  Subsequently,  GRC developed a
new  business  plan to  either  acquire  a small to  medium-size  business  (or its  assets)
actively  engaged  in a  business  generating  revenues  or having  immediate  prospects  of
generating revenues, or to originate a business.

In July 2000, Imaginon, Inc. formed a new wholly-owned  subsidiary,  Wireless Web Data, Inc.
with the intention  that WWDI would  purchase  assets,  a patent  license,  and  proprietary
knowledge  from  Imaginon,  Inc.  WWDI  was  formed  to  develop  and  commercialize  a  new
application of Imaginon  technology  targeted at wireless Web data  acquisition,  formatting
and delivery.  On May 24, 2001,  Vizario entered into a Stock Exchange Agreement and Plan of
Reorganization (the "Agreement") with Imaginon,  Inc., a Delaware  corporation  ("Imaginon")
and Wireless Web Data,  Inc.  ("WWDI"),  a Delaware  Corporation  wholly-owned  by Imaginon.
Among other things,  the Agreement  provided for the Company's purchase from Imaginon of all
the issued and outstanding  capital stock of WWDI in exchange for the Company's  issuance of
20,000,000   shares  of  its  authorized   but  unissued   common  stock  to  Imaginon  (the
"Exchange").  On  May  10,  2001,  the  Company  filed  with  the  Securities  and  Exchange
Commission an  Information  Statement  pursuant to SEC Rule 14f-1 under the  Securities  and
Exchange Act of 1934, as amended,  which among other things described the proposed  Exchange
and change of control (the "Information Statement").

On May 24, 2001,  pursuant to the Agreement,  the Company  acquired all 6,000,000 issued and
outstanding  common shares of WWDI owned by Imaginon.  Effective  May 24, 2001,  the Company
underwent a change in control in connection  with the  consummation of the Exchange in which
(i) the sole  director of the Company  resigned,  and persons  designated by WWDI became the
Company's  board of directors;  (ii) the Company's  executive  officers and the new board of
directors appointed replacement  officers;  and (iii) IMON, as the sole shareholder of WWDI,
became the holder of  20,000,000  shares of the Company's  common  stock,  out of 24,768,000
shares issued and  outstanding,  or  approximately  81% of the Company's  voting shares,  of
which 920,000 of the 20,000,000  shares were then  subsequently  transferred to officers and
directors of Imaginon,  reducing  Imaginon's  ownership  percentage to 77%. WWDI changed its
name to Vizario,  Inc. in May 2001.  Vizario is a publicly  held  company  with common stock
currently trading on the Over the Counter Bulletin Board under the symbol "VZRO".

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
VIZARIO, INC. AND SUBSIDIARY

PART 1 - ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS

FORWARD-LOOKING STATEMENTS

This report may contain certain "Forward-Looking  Statements" as such term is defined in the
private  securities  litigation  reform  act of  1995  or by  the  Securities  and  Exchange
Commission  in its  rules,  regulations  and  releases,  which  represents  Vizario,  Inc.'s
expectations  or  beliefs,  including  but not limited to,  statements  concerning  Vizario,
Inc.'s  operations,  economic  performance,  financial  condition,  growth  and  acquisition
strategies,  investments,  and operational plans. For this purpose, any statements contained
from here on that are not statements of historical fact may be deemed to be  forward-looking
statements.  Without limiting the generality of the foregoing,  words such as "may", "will",
"expect", "believe",  "anticipate",  "intent", "could", "estimate", "might" or "continue" or
the  negative  or other  variations  or  comparable  terminology  are  intended  to identify
forward-looking  statements.  These statements by their nature involve substantial risks and
uncertainties,  certain of which are beyond Vizario,  Inc.'s control, and actual results may
differ  materially  depending  on a variety  of  important  factors,  including  uncertainty
related  to  acquisitions,   governmental  regulation,   managing  and  maintaining  growth,
volatility of stock price and any other factors  discussed in this and other  Vizario,  Inc.
filings with the Securities and Exchange Commission.

OVERVIEW

Vizario,   Inc.  ("Vizario"  or  the  "Company"),   formerly  known  as  Gallagher  Research
Corporation  ("GRC"),  was incorporated on April 2, 1999, for the purpose of entering into a
merger with and reincorporating its predecessor,  Gallagher Research and Development Company
("GRDC"),  a Colorado  corporation  organized on July 27, 1983.  Prior to October 1998, GRDC
was an  independent  oil and gas service  firm that  provided  geological,  geophysical  and
geochemical  services in North America and  internationally.  Subsequently,  GRC developed a
new  business  plan to  either  acquire  a small to  medium-size  business  (or its  assets)
actively  engaged  in a  business  generating  revenues  or having  immediate  prospects  of
generating revenues, or to originate a business.

On May 24, 2001,  Vizario entered into a Stock Exchange Agreement and Plan of Reorganization
(the "Agreement") with Imaginon,  Inc., a Delaware corporation ("Imaginon") and Wireless Web
Data, Inc. ("WWDI"),  a Delaware Corporation  wholly-owned by Imaginon.  Among other things,
the  Agreement  provided  for the  Company's  purchase  from  Imaginon of all the issued and
outstanding  capital  stock of WWDI in exchange  for the  Company's  issuance of  20,000,000
shares of its  authorized  but unissued  common stock to Imaginon (the  "Exchange").  On May
10, 2001,  the Company filed with the  Securities  and Exchange  Commission  an  Information
Statement  pursuant to SEC Rule 14f-1 under the  Securities  and  Exchange  Act of 1934,  as
amended,  which among other things  described  the  proposed  Exchange and change of control
(the "Information Statement").

On May 24, 2001,  pursuant to the Agreement,  the Company  acquired all 6,000,000 issued and
outstanding  common shares of WWDI owned by Imaginon.  Effective  May 24, 2001,  the Company
underwent a change in control in connection  with the  consummation of the Exchange in which
(i) the sole  director of the Company  resigned,  and persons  designated by WWDI became the
Company's  board of directors;  (ii) the Company's  executive  officers and the new board of
directors appointed replacement  officers;  and (iii) IMON, as the sole shareholder of WWDI,
became the holder of  20,000,000  shares of the Company's  common  stock,  out of 24,768,000
shares issued and  outstanding,  or  approximately  81% of the Company's  voting shares,  of
which 920,000 of the 20,000,000  shares were then  subsequently  transferred to officers and
directors  of  Imaginon,  reducing  Imaginon's  then current  ownership  percentage  to 77%.
Vizario is a publicly  held  company  with common  stock  currently  trading on the Over the
Counter Bulletin Board under the symbol "VZRO".

Imaginon   designs,   manufactures  and  sells  software   products  for  the  Internet  and
telecommunications  markets.  Imaginon's proprietary  technology,  called  "Transformational
Database  Processing  and  Playback"  ("TDPP"),  enables the  creation of new  business  and
consumer  products  that  provide   user-friendly  and  entertaining  access  to  multimedia
databases.  Imaginon's  founders  were  granted a U.S.  patent on May 18,  1999 for its TDPP
technology.  Imaginon  test-marketed its first four products,  WebZinger,  WorldCities 2000,
sellONstream  and  ImOn.comTV,  between  January  1999 and July  2000.  These  products  are
trademarked  and are protected  under two U. S. Patents  issued to the founders of Imaginon,
which they have assigned to Imaginon.

In July 2000, Imaginon, Inc. formed a new wholly-owned  subsidiary,  Wireless Web Data, Inc.
with the intention  that WWDI would  purchase  assets,  a patent  license,  and  proprietary
knowledge  from  Imaginon,  Inc.  WWDI  was  formed  to  develop  and  commercialize  a  new
application of Imaginon  technology  targeted at wireless Web data  acquisition,  formatting
and  delivery.  WWDI  changed its name to Vizario,  Inc. in May 2001.  The server and client
software to be  developed  by Vizario is designed  to enable new data  services  for digital
cell phones,  personal digital  assistants and pocket PC's. The first new software developed
by Vizario  was the  multimedia  data  access  system,  Vizario,  for the Nokia  9210.  This
software is in the Alpha testing  phase.  One of the code modules of this Vizario  system is
the Vizario Video  Condenser ("V V C"), which  condenses  digital video files so they can be
rapidly  accessed on small  wireless  devices  with  limited  bandwidth.  V V C is presently
available for downloading from the Company's Website.

Vizario is utilizing the  technology  purchased  from Imaginon to develop and  commercialize
new  applications  for  wireless Web data  acquisition,  formatting,  storage,  delivery and
presentation.  The Vizario  server and client  software  being  developed  by the Company is
designed to enable the emerging  wireless  market with  applications  that make smart phones
and pocket  PCs as  valuable  and useful as desktop  PCs  hard-wired  to the  Internet.  The
primary  target  customers  will  be  businesses  that  supply  wireless  devices  to  their
employees,  a market of over 30 million  users in the USA. The business  wireless  market is
the initial target mainly because it allows  Vizario to leverage  Imaginon's  Gold Certified
Partner  relationship  with Microsoft on the server side of the  client-server  system.  The
secondary  market  target  customers  are  wireless  service  providers,   Internet  service
providers  and  media   properties   serving  522  million  Internet  users  and  9  million
Web-connected cell phone and mobile device users.

Working closely with Microsoft,  Vizario is presently  developing the Vizario Smartphone and
Vizario Server  systems for the next  generation of digital cell phones and pocket PC's that
will use the Windows.NET operating system.

                      POTENTIAL PRODUCTS FOR DEVELOPMENT

Vizario's technology has a large number of potential  applications.  The Company has refined
the market  opportunities  afforded by this powerful  technology  into three general product
directions that serve as the basis for product planning and development:

Wireless Rapid Application Development System

Vizario has prototyped a system for the rapid  development and deployment of data access and
query  applications  on  mobile  devices.  Such a system  can be sold as both a  horizontal,
consumer-facing  application  or  a  vertical  application  targeted  at  specific  industry
segments.  This  product  variation  is the one  presently  running  on the Nokia 9210 smart
phone in Europe.

Ubiquitous Point of Purchase System

Vizario  could  develop  a  system  for  the  location  and  context-sensitive  delivery  of
promotional  offers  to  mobile-device  end  users.  In  the  current   distribution  model,
couponing  requires a tremendous  amount of effort from consumers.  In order to respond to a
coupon,  the consumer  has to format the offer (clip it out) and  physically  transport  the
offer  to the  place  of  sale at the  time  when  the  purchase  is  made.  Promoters  have
traditionally  relied  upon the  strength  of the offer to compel  consumers  to respond and
purchase  specific  items,  however,  it  is  clear  that  there  is a  need  for  increased
effectiveness.  Vizario  coordinates  the offer with both the time and place of most  likely
fulfillment, creating the world's first Ubiquitous Point of Purchase system.

Streaming Video Search and Selection Service

Vizario has developed the  first-ever  streaming  video search and selection  system focused
entirely on turning  narrowband  end-users  into  qualified  consumers of  streaming  video.
Current bandwidth  constraints create a barrier to consumption by impeding the targeting and
consumption  of what  little  video  is  successfully  viewed  by the  narrowband  audience.
Vizario  Streaming Video Search and Selection  Service is the first  client-server  Internet
system  focused on turning  narrowband  end-users  into  qualified  consumers  of  streaming
video.

Vizario  intends  to provide  companies  with an easy way to  publish  video to dial-up  and
mobile users by giving them the ability to search,  browse and select streaming video assets
while  minimizing any reduction in quality of service.  The system is focused on making rich
media accessible and desirable to people for whom bandwidth is a barrier.

STRATEGY

Vizario is seeking to generate  revenues in three different ways:  selling Vizario  software
licenses  directly to businesses and institutions  for their own use, selling  subscriptions
to the Vizario data service via cell phone system partners,  and selling access on a per-use
micro-payment plan.

Vizario Cell Phone Data Service

By  partnering  with cell phone  system  operators,  of which there are over 300 in the U.S.
alone,  Vizario  will be able to offer  subscriptions  to a localized  version of  Vizario's
database,  optimized for use on a cell phone or small PDA.  Localization based on the radius
of  coverage  of a cell phone  operator  means  creating a database  that is  geographically
biased to the metropolitan  area the cell phone user is presently in. Vizario's  icon-driven
input  capability  provides the cell phone's  graphical  user  interface a compact  means of
representing  data  categories.  A search for local  restaurants can start with the fork and
knife icon, then offer icons for fish,  fowl,  vegetarian,  or other cuisine.  Vizario finds
and  displays a  keypad-linked  list of  Web-based  results.  Then,  one touch on the keypad
delivers mobile coupons for the type of restaurant selected.

Vizario Access by Micro-payment Plan

Vizario  could set up its own  server  farm  accessible  to any  client via TCP/IP and HTTP.
Formatted  reports could be requested by, and  transmitted  to anyone,  for a small fee. The
cost to Vizario for a 10-entry  report is a small  fraction of 1 cent, so prices could be in
the pennies  per report  range and still be  profitable.  To make the  transaction  overhead
feasible,  users  would have to agree to buy at least  $2.00  worth of reports  within  some
reasonable time period, such as 90 days.

Vizario Server Software Sales

Vizario can be  delivered to customers as a  self-installing  server  software  package that
runs on an  Intel-based  rack mount unit.  The software,  which can be easily  customized by
each  business  customer,  is run under Windows 2000 Server on the Intel  platform.  Vizario
server software  automatically  spawns clients inside the user's Microsoft Internet Explorer
Web  browser.  Vizario's  server  side  software  will  transcode  Web or  intranet  content
on-the-fly to any Web-enabled handheld device running Vizario Smartphone software.

Vizario base server software  licenses will range in price  depending on market  acceptance.
In addition to the base  license  fee, a royalty per user,  per month will be charged.  This
royalty will vary depending on the feature set of the client-side Vizario software.

Business Potential and Audience Building Strategies

Vizario's  unique  capabilities  can be most highly  leveraged  when  applied to the rapidly
developing  multiple  device  wireless  information  market.  According to the Yankee Group,
there are over 300 million  digital  wireless device users worldwide in 2001. This number is
expected to grow to over 1 billion  users within the next four years.  This market spans all
four of the target  markets  identified  for  Vizario  above.  In the  wireless  information
market,   the  Company  can  either  license  Vizario  server  software,   or  partner  with
industry-leading marketers and digital communications companies.

With over 300 cell phone  companies  in 734 cell phone  markets  and 493 PCS  markets in the
United  States,  there is  substantial  opportunity  to customize  Vizario  Wireless  server
software and either license  directly to these  companies or partner with them. In addition,
all kinds of  businesses  that use cell phones and PDAs  extensively  can take  advantage of
newly allocated digital  communications  spectra to deploy private wireless networks.  These
networks can interconnect the Internet,  the corporate  intranet and the handheld devices to
substantially increase efficiency.

Initially,  Vizario worked with wireless hardware and  infrastructure  companies,  including
Motorola,  Sprint,  Microsoft,  Symbian  and Nokia.  Currently,  the  Company is focusing on
Microsoft-centric  developments.  Once the Vizario system for Windows-based wireless devices
is  operational,  targeted  marketing  materials will be  distributed  in  conjunction  with
Microsoft, communicating the business propositions for software licensing.

In April 2001,  Imaginon  became a Microsoft Gold Certified  Software  Partner,  Microsoft's
highest level of partnering for co-marketing and  co-development.  This relationship will be
used to connect with Microsoft's  "Stinger" and "Merlin" projects,  which are developing new
wireless  software  systems for third  generation  handheld  devices to be  manufactured  by
Compaq and Hewlett Packard and others.

COMPETITION

The market in which Vizario  intends to sell its products is rapidly  evolving and intensely
competitive,  and  management  expects  competition  to  intensify  further  in the  future.
Vizario  believes  that  principal   competitive   factors  in  its  market  are  consumers'
willingness  to pay for add-on  services  over the Internet such as a fee for the use of the
Vizario System, the desire of cellular  telephone  companies and Internet operators to build
their own wireless data  services,  that demand for alliances and  agreements  with cellular
telephone  companies may exceed the supply thereby  pushing prices down, the ability of data
and content owners to restrict  access to their data and content and relatively low barriers
to entry into the  relevant  markets  by search  engine  companies  and  others.  Certain of
Vizario's  current  and  many  of  its  potential  competitors  have  significantly  greater
financial,  marketing, technical and other resources than those of Vizario. This competition
may  result in reduced  operating  margins,  loss of market  share and  diminished  value in
Vizario's  brand.  There  can  be  no  assurance  that  Vizario  will  be  able  to  compete
successfully  against current and future  competitors.  Further,  as a strategic response to
changes  in the  competitive  environment,  Vizario  may,  from time to time,  make  certain
pricing,  service or marketing  decisions or acquisitions that could have a material adverse
effect on its business, results of operations and financial condition.

In the  rapidly  evolving  wireless  Web arena,  at least five  potential  competitors  have
announced  that they will soon have  products  available:  Crescent  Deviceware  of New York
City, Ask Jeeves, of Emeryville,  California,  Inktomi, of Foster City, California,  IBM, of
Armonk,  NY, and  AlterEgo,  of Redwood  City,  California.  Given the size of the potential
marketplace,  there may be  additional  entrants by the end of 2001  including  other search
engine  companies and Internet Service  Providers.  Vizario believes the Vizario System will
give it significant  competitive  advantages  versus all of the companies  mentioned  above.
Among these advantages are:

-     For wireless network operators (carriers):
-     Fast to implement
-     Minimizes bandwidth requirements
-     Good User Interface, for strong user acceptance
-     Ability to leverage Vizario service infrastructure, if desired

-     For consumers (especially business consumers):
-     Ease of use (especially on small screens, at low bandwidth)
-     Cost-effective data transmission
-     Ability to deliver critical data types

-     For content owners:
-     Ease of deployment (publishing) of content for vertical market segments
-     Intuitive tools for content creation
-     Ability to leverage Vizario server infrastructure, if desired



LIMITED OPERATING HISTORY

Vizario  has  only  recently  been  reorganized  and  started  operations.  Thus,  it has an
extremely   limited   operating   history   on   which   to  base  an   evaluation   of  its
business  and   prospects.   Vizario's   prospects  must  be  considered  in  light  of  the
risks,  uncertainties,   expenses  and  difficulties  frequently  encountered  by  companies
in  their  early  stages  of  development,   particularly   companies  in  rapidly  evolving
markets  such as  telecommunications.  To address  these  risks and  uncertainties,  Vizario
must,  among other  things,  obtain,  maintain  and  increase  the number of its  customers,
maintain  and  enhance  its  brand,   implement  and  execute  its  business  and  marketing
strategy  successfully,   continue  to  enhance  its  products  and  services  to  meet  the
needs   of  a   changing   market,   provide   superior   customer   service,   respond   to
competitive   developments   and  attract,   integrate,   retain  and   motivate   qualified
personnel.  There can be no  assurance  that  Vizario will be  successful  in  accomplishing
any or all of  these  things,  and  the  failure  to do so  could  have a  material  adverse
effect on Vizario's  business,  results of operations and financial condition.

RESULTS OF OPERATIONS

The  following  discussion  and analysis of the  Company's  financial  condition and results
of  operations  should  be  read in  conjunction  with  the  Company's  unaudited  condensed
consolidated financial statements and notes.

Net Revenues, Costs of Revenues, And Gross Profit

The  Company  had no  significant  revenues in the nine months  ended  September  30,  2001,
and  therefore  no   significant   costs  of  revenues  or  gross   profit.   The  Company's
business  strategy  is to focus on the  continuing  development  of new and more  profitable
software  tools using the  technology  acquired  from its parent, Imaginon.

Research And Development Expenses

Research  and  development   expenditures  for  the  three  months  and  nine  months  ended
September  30,  2001  totaled  $76,951  and  $166,820,  respectively.  In August  2001,  the
Company  and  Imaginon  reduced  the size of their  engineering  staff in an  effort to most
efficiently   utilize   the   Company's   assets.   The   reduction   in   the   engineering
staff and related  research and development  could  adversely  affect the Company's plans to
develop its products.

Sales And Marketing Expenses

For  the  three   months   and  nine   months   ended   September   30,   2001,   sales  and
marketing   expenses   were   $44,749   and   $121,930,   respectively.   The   Company   is
focusing   its   efforts  on   product   development   and   refinement,   however,   it  is
continuing  its  ongoing  efforts to build  strategic  relationships  and market the Company
and its products to potential customers.

General And Administrative Expenses

For  the  three   months  and  nine  months   ended   September   30,   2001,   general  and
administrative  expenses  were  $600,603  and  $874,929,  respectively.  Out of  this  third
quarter  2001  total,   employee  payroll   constituted  3%,   approximately   47%  was  for
stock-based   compensation  expense  for  consulting   services,   10%  was  for  legal  and
accounting     services,     corporate    filings    and    reporting,     and    39%    was
amortization   expense   of  the   technology   related   to  the   Vizario   project.   The
remaining   1%  was  for   rent,   utilities,   communications,   computer   equipment   and
supplies,   office   supplies,   public   relations,   travel,   and   other   miscellaneous
expenses.

Other Income (Expense)

Interest  income of $104 was earned in the nine  months  ended  September  30,  2001,  while
interest  expense of $228,641  was  recorded  for this period in  connection  with the notes
from investors and the license fees payable to Imaginon.


LIQUIDITY AND CAPITAL RESOURCES

At  September  30,  2001,  Vizario's  cash  was $273 and it had a  working  capital  deficit
of  $2,047,342.  This use of cash and  working  capital  was  primarily  related  to the use
of  cash in  meeting  the  operating  expenditures  for  the  three  primary  categories  of
General and  Administrative,  Sales and  Marketing,  and  Research and  Development,  and to
repay Imaginon liabilities.

 The  Company  funds  its  operations  through  advances  from  Imaginon,  Inc.,  and  funds
received  in  exchange   for  advances  and  notes   payable  to  outside   investors   (the
"Investors").   The   Company   has   been   economically   dependent   on   Imaginon.   The
independent    auditors'   report   on   Imaginon's    December   31,   2000    consolidated
financial  statements  includes an explanatory  paragraph that describes  substantial  doubt
about  Imaginon's  ability to continue  as a going  concern.  The  Investors  have  advanced
funds to the  Company,  primarily  in  anticipation  of the  issuance  of Series A Preferred
Stock.  Through  September  30,  2001,  net  advances of  $930,000  had been  received  from
the  Investors,  of which  $59,000 was  satisfied  upon the  exercise of warrants for 59,000
shares of  common  stock,  and  $278,000  of which was  satisfied  in  consideration  of the
issuance  of 278  shares of  Series A  Preferred  Stock  and  warrants  to  purchase  55,600
shares of common  stock.  Additional  advances of $35,000 were  received  from  Investors in
October 2001.

Effective  July 30,  2001,  the  Company  entered  into a $5  million  Private  Equity  Line
of  Credit  Agreement  (the  "Equity  Line"),   whereby  subject  to  terms  and  conditions
of  the  Equity  Line,  the  Company  may  sell  to the  investor  up to $5  million  of the
Company's   common  stock  during  a  two-year   commitment   period,   as  defined,   which
commences   upon  the  effective   date  of  a  registration   statement   registering   the
common  stock  to be  sold  under  the  agreement.  The  Company  is  required  to  register
the  shares  of  common  stock  issuable  under  the  Equity  Line  pursuant  to  a  related
Registration   Rights  Agreement,   in  which  the  Company  is  required  to  register  the
shares no later  than 180 days  after  July 30,  2001.  In the event  the  Company  fails to
obtain  an  effective  registration  statement  within  this time  period,  the  Company  is
subject to penalties.

Vizario   currently   anticipates  that  its  available  funds,   together  with  additional
advances   from   investors   in  the  form  of  debt   and/or  a   private   placement   of
preferred   stock,   will  be  sufficient  to  meet  its   anticipated   needs  for  working
capital,  capital  expenditures  and  business  expansion  through at least the next  twelve
months.  Thereafter,  Vizario  may  need to  raise  additional  funds.  Vizario  may need to
raise  additional  funds  sooner in order to fund more rapid  expansion,  to develop  new or
enhanced  services  or  products,   to  respond  to  competitive  pressures  or  to  acquire
complementary  products,   businesses  or  technologies.  If  additional  funds  are  raised
through  the  issuance of equity or  convertible  debt  securities,  these  instruments  may
have  rights,  preferences  and  privileges  senior  to those  of the  Common  Stock.  There
can  be  no  assurance   that   additional   financing   will  be  available,   or  that  if
available,  will be on terms  favorable  to  Vizario.  If adequate  funds are not  available
on  acceptable  terms,  Vizario  may  not be  able to fund  its  expansion,  take  advantage
of  unanticipated  acquisition  opportunities,  develop or enhance  services  or products or
respond  to  competitive   pressures.   Such  inability   could  have  a  material   adverse
effect on  Vizario's business, results of operations and financial condition.

Recently Issued Accounting Pronouncements

In July 2001,  the  Financial  Accounting  Standards  Board  ("FASB")  issued  Statement  of
Financial  Accounting  Standard  ("SFAS") No. 141,  Business  Combinations and SFAS No. 142,
Goodwill  and Other  Intangible  Assets.  SFAS No. 141  requires  that the  purchase  method
of  accounting  be used  for all  business  combinations  initiated  after  June  30,  2001.
Use of the  pooling-of-interests  method  is  prohibited  after  that  date.  SFAS  No.  142
changes  the  accounting  for  goodwill  and  intangible   assets  with   indefinite   lives
from  an  amortization  method  to  an  impairment-only  approach  and  requires  intangible
assets  with  finite  lives  to  be   amortized   over  their   useful   lives.   Therefore,
amortization  of  goodwill  and  intangible  assets  with  indefinite  lives will cease upon
adoption  of this  statement.  SFAS No.  142 is  required  to be  applied  in  fiscal  years
beginning  after  December  15,  2001.  The Company is currently  assessing  the impact,  if
any, that SFAS No. 141 and SFAS No. 142 may have on its  financial  condition and results of
operations.   In   August   2001,   the  FASB   issued   SFAS  No.   144,   Accounting   for
Impairment  or Disposal of  Long-Lived  Assets,  which  addresses  accounting  and financial
reporting  for  the  impairment  or  disposal  of  long-lived  assets.   This  statement  is
effective   for  fiscal  years   beginning   after   December  15,  2001.   The  Company  is
currently   assessing   the   impact,   if  any,   that  SFAS  No.   144  may  have  on  its
financial condition and results of operations.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the grants of options  described under "Business -- Executive  Compensation,"
the following related-party transactions were undertaken in 2001:

Effective  April  23,  2001,  the  Company  entered  into a  Technology  License
Agreement with Imaginon,  whereby  Imaginon  agreed to grant to the Company,  an
exclusive   world-wide,   perpetual  right  and  license,   subject  to  certain
limitations,  as  defined,  to use,  reproduce,  distribute  and modify  certain
licensed technology  previously  developed by Imaginon,  including the WebZinger
and Vizario Internet search engine software.  As consideration for this license,
the Company agreed to pay Imaginon total license fees of $2,000,000,  payable in
$500,000  installments due in June,  September,  and December 2001, and in March
2002. The first  installment of $500,000 was paid in June 2001. The Company paid
$347,000 in September  2001, and the Company  reduced the license fee payable by
an additional  $109,000  during the quarter ended September 30, 2001, by issuing
100,000  shares of common stock to a third party for Imaginon  rent  concessions
value at  $109,000.  The  Company  is in  arrears in the amount of $44,000 as of
September 30, 2001,  under the terms of the Technology  License  Agreement.  The
Company is also required to pay all license fees and  royalties  with respect to
any third-party  proprietary  rights,  of which none have been incurred  through
September 30, 2001. The Company valued the technological license rights based on
their estimated fair value,  and the value of the rights has not been determined
or confirmed by an independent  appraiser.  The technological license rights are
being rapidly amortized over a two-year period. Management assesses the carrying
value of the  technological  license  rights for impairment  when  circumstances
warrant such a review,  primarily by comparing projected sales, operating income
and annual cash flows on an undiscounted  basis,  with the net carrying value of
the  assets.  Based on its  internal  projections  of  revenues  and cash flows,
management  believes it will recover the capitalized costs.  However, we plan to
obtain an independent appraisal as soon as reasonably  practicable;  but, we are
limited in our ability to do so on an  expedited  basis,  because of our lack of
cash.  If,  based  on  management's  assessment,   it  is  determined  that  the
technological  license  rights  are  impaired  and need to be written  off,  our
capital  position will be adversely  impacted and our balance sheet will include
no assets to speak  of.  That,  in turn,  may make it more  difficult  for us to
successfully implement our business plan. The license fee payable was discounted
utilizing  a 13%  discount  rate  which  resulted  in a  net  present  value  of
$1,877,500 at the date the assets were  transferred.  Interest  expense incurred
related to the license  agreement  was $30,625 and $61,250 for the three  months
and nine months  ended  September  30, 2001,  respectively,  and $61,250 for the
period from July 17, 2000 (inception) through September 30, 2001.

Rental Agreement

In January 2001, the Company began utilizing  certain office space at Imaginon's
corporate  offices  for  which  the  Company  agreed  to  pay  Imaginon,   on  a
month-to-month  basis,  $3,990 per month.  Rent expense for the three months and
nine months  ended  September  30, 2001 was $11,970 and  $35,910,  respectively.
Allocated  rent  expense for the period from July 17, 2000  (inception)  through
September 30, 2000 and September 30, 2001 was $0 and $36,610, respectively.

Other Transactions

During the three months and nine months ended September 30, 2001, and the period
from July 17, 2000  (inception)  through  September  30, 2000 and  September 30,
2001,  expenses of the Company  paid on its behalf by  Imaginon  were  $132,780,
$357,841, $6,903 and $382,844,  respectively. At September 30, 2001, the Company
has an  unsecured,  non-interest  bearing  payable to Imaginon  of $378,336  for
expenses paid on the Company's behalf. This payable is due on demand.

MARKET INFORMATION

Our common stock is traded in the  over-the-counter  market and is quoted on the
NASDAQ  Over-The-Counter  Bulletin  Board system under the symbol "VZRO." Prices
reported represent prices between dealers, do not include markups,  markdowns or
commissions and do not necessarily represent actual transactions.

The following  table sets forth the high and low bid  quotations  for our common
stock for the fiscal years ended December 31, 2001, 2000 and 1999.


                                                   High           Low
                                               Sales Price    Sales Price
                                               -----------    -----------

1999  First Quarter                               $   *             *
      Second Quarter                                  *             *
      Third Quarter                                   *             *
      Fourth Quarter                                  *             *


2000  First Quarter                               $   *             *

      Second Quarter                                  *             *
      Third Quarter                                   *             *
      Fourth Quarter                                  *             *

2001  First Quarter                                   *             *
      Second Quarter                                2.10           1.01
      Third Quarter                                 1.80            .24
      Fourth Quarter (through
                December 27, 2001)                 $ .54            .29

o     For the periods from January 1, 1999 through June 17, 2001, there was no public
      market for the common stock of Gallagher Research Corporation, our predecessor.  On
      June 18, 2001, our common stock began trading on the over the counter market under
      the symbol "VZRO."

                                      DIVIDEND POLICY

We have not paid any cash  dividends  to date,  and we do not  intend  to  declare  any cash
dividends on the common shares in the foreseeable future.  Payment of dividends is solely at
the  discretion  of  our  board  of  directors.  The  Series  A  8%  Cumulative  Convertible
Preferred  Stock is entitled to an 8% quarterly  dividend  based on the Stated Value of such
shares  ($1,000),  which is payable at the  option of the  Company in cash or in  additional
shares of the Series A 8% Cumulative  convertible  Preferred Stock at a rate of one share of
Series A Preferred Stock per $1,000 of such dividend not paid in cash.

                                   PRINCIPAL SHAREHOLDERS

The following table sets forth  information  (except as otherwise  indicated by footnote) as
to Common  Shares owned as of December  31, 2001 or which can be acquired in sixty days,  by
(i) each person  known by  management  to  beneficially  own more than five  percent (5%) of
Vizario's  outstanding Common Shares,  (ii) each of our directors,  and officers,  (iii) all
executive  officers  and  directors as a group.  On December 31, 2001 there were  28,923,127
common shares outstanding.

Name and address of Beneficial            Amount and Nature of                   Percent
        Owner (1)                       Beneficial Ownership (2)                 of Class
------------------------------          ------------------------                 --------

Imaginon, Inc.                                19,080,000                            72%

James A. Newcomb                                 800,000                             3%

David Caney                                      520,000                             2%

David M. Schwartz                              1,000,000                           3.8%


All directors and executive
  officers as a group (3 persons)              2,320,000

(1) Each of the directors and officers named can be reached at our executive offices
located at 1313 Laurel Street, Suite 4, San Carlos, California, 94070. The persons named in
the table have sole voting and investment power with respect to all shares shown to be
beneficially owned by them, subject to community property laws, where applicable, and the
information contained in the footnotes to this table.

(2) Calculation includes warrants to purchase 1,400,000 shares exercisable at $.10 per
share, and expiring May, 2006. These options were granted to Vizario's executive officers
and directors in May 2001.

                                 DESCRIPTION OF SECURITIES

The following summary  description of our capital stock is a summary and is qualified in its
entirety by reference to our Articles of Incorporation,  as amended to date, our Bylaws, and
the  Certificate  of  Designation  with  respect to the Series A 8%  Cumulative  Convertible
Preferred  Stock.  All material  terms of these  referenced  documents are disclosed in this
document.  Our  authorized  capital  stock  consists of  50,000,000  shares of common stock,
$0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 per share.

Common Stock

As of December 31, 2001, a total of 28,923,127 common  shares were issued and  outstanding.
The  holders  of our  common  stock  are  entitled  to one  vote for each  share  held.  The
affirmative  vote of a majority  of votes  cast at a meeting  that  commences  with a lawful
quorum is sufficient  for approval of matters upon which  shareholders  may vote,  including
questions  presented for approval or ratification  at the annual  meeting.  Our common stock
does not carry  cumulative  voting rights,  and holders of more than 50% of our common stock
have the power to elect all directors  and, as a practical  matter,  to control our company.
Holders of our common stock are not entitled to preemptive  rights, and our common stock may
only be redeemed at our election.

After the  satisfaction of  requirements  with respect to  preferential  dividends,  if any,
holders of our  common  stock are  entitled  to  receive,  pro rata,  dividends  when and as
declared  by our board of  directors  out of funds  legally  available  therefore.  Upon our
liquidation,  dissolution  or winding-up,  after  distribution  in full of the  preferential
amount,  if any, to be distributed to holders of the preferred stock,  holders of our common
stock are entitled to share ratably in our assets legally  available for distribution to our
shareholders. All outstanding shares of common stock are fully paid and non-assessable.

Preferred Stock

Our board of directors is  authorized  to issue up to  5,000,000  shares of preferred  stock
without any further action by the  stockholders.  Our board of directors may also divide any
and all shares of preferred  stock into series and fix and determine the relative rights and
preferences  of the preferred  stock,  such as the  designation  of series and the number of
shares  constituting such series,  dividend rights,  redemption and sinking fund provisions,
liquidation  and dissolution  preferences,  conversion or exchange rights and voting rights,
if any.  Issuance of preferred  stock by our board of  directors  will result in such shares
having dividend and/or  liquidation  preferences  senior to the rights of the holders of our
common stock and could dilute the voting rights of the holders of our common stock.

We currently have only one class of preferred stock outstanding,  the Series A 8% Cumulative
Convertible  Preferred  Stock,  of which 1,000  shares are  authorized  for  issuance and of
which, 278 are issued, and 526 subscribed for but not yet issued..

The Series A 8% Cumulative  Convertible  Preferred  Stock has priority over the common stock
and all other  classes  and  series of equity  securities  of our  company in the event of a
liquidation of the Company.  Holders of shares of the our Series A 8% Cumulative Convertible
Preferred Stock are entitled to, among other things,  an 8% quarterly  dividend based on the
Stated Value of such shares ($1,000),  which is payable at the option of the Company in cash
or in additional shares of the Series A 8% Cumulative  Convertible Preferred Stock at a rate
of one share of Series A Preferred  Stock per $1,000 of such dividend not paid in cash.  The
Series A convertible  preferred  shares are entitled to a liquidation  preference  amount of
$1,000 per share plus all accrued and unpaid dividends.

Holders of the Series A 8% Cumulative  Convertible  Preferred  Stock are entitled to convert
their  Series A  Preferred  Stock at any time by  delivery  of notice to us.  The  number of
shares of common stock into which the Series A 8%  Cumulative  Convertible  Preferred  Stock
converts is  determined  by  multiplying  the sum of the Stated  Value per share and, at the
shareholder's  election,  the amount of accrued and unpaid  dividends,  time the  conversion
price of 65% of the average of the 3 lowest  closing bid prices for the 10 days  immediately
preceding the  conversion.  The  conversion  price will be adjusted to reflect  dividends on
the common stock,  common stock splits or other  reclassification of the common stock or the
merger of the company with or into any other corporation.

The Series A 8% Cumulative Convertible Preferred Stock does not have voting rights.

Outstanding Warrants and Options

As of December  31, 2001,  there were  2,208,960  warrants to purchase  shares of our common
stock at an exercise price of $0.10.

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

As permitted by  applicable  law, our Bylaws  provide that we will  indemnify  our officers,
directors,  employees,   consultants  and  agents.  This  includes  indemnification  against
attorneys' fees and other expenses and liabilities  they incur to defend,  settle or satisfy
any civil or criminal action brought against them arising out of their  association  with or
activities  on behalf of our  company.  However,  they will not be  indemnified  if they are
adjudged  to have acted  with gross  negligence,  engaged in willful  misconduct,  knowingly
violated the law, breached their duty of loyalty or received  improper personal benefit.  We
may also bear the expenses of such  litigation  for any such  persons upon their  promise to
repay  such  sums  if  it  is   ultimately   determined   that  they  are  not  entitled  to
indemnification.  Such expenditures could be substantial and may not be recouped, even if we
are so entitled.  We have provided for  indemnification  for  liabilities  arising under the
Securities  Act of  1933  as  they  may be  permitted  to  directors,  officers  or  persons
controlling us. The SEC has informed us that such  indemnification  is against public policy
and may be unenforceable.

TRANSFER AGENT

Corporate Stock  Transfer,  Inc.,  located in Denver,  Colorado serves as transfer agent for
our common stock.

LEGAL MATTERS

The validity of the issuance of the shares of common  stock  offered  hereby has been passed
upon for us by C. Frederick LeBaron, Jr., Esq. located in Hinsdale, Illinois.

EXPERTS

The consolidated  financial  statements of Wireless Web Data, Inc. included herein have been
audited by Gelfond Hochstadt  Pangburn,  P.C. and are included in reliance upon such reports
given upon the  authority of such firm as experts in accounting  and auditing.  With respect
to the unaudited condensed  consolidated financial statements for the period ended September
30, 2001,  included   herein,  the   independent  public  accountants  have applied  limited
procedures in  accordance  with  professional  standards  for a  review of such information.
However,  as  stated  in  their  separate  report included in the Company's Quarterly Report
on Form 10Q-SB for the quarter  ended  September  30,  2001,  they did not audit and they do
not express an opinion on that interim financial information.  Because of the limited nature
of the review procedures applied,  the degree of reliance on their report on such information
should  be  restricted.  The  accountants  are  not  subject to the liability provisions  of
Section 11 of the Securities Act of 1933 for their report on the unaudited interim financial
information because that report is not a "report"  or a "part" of the Registration Statement
prepared  or  certified  by  the  accountants  within the meaning of Sections and 11 of  the
Securities Act of 1933.

 ADDITIONAL INFORMATION

We have filed with the SEC a  registration  statement on Form SB-2 under the  Securities Act
with respect to the common stock offered  hereby.  This  prospectus  does not contain all of
the information  set forth in the rules and regulations of the SEC. For further  information
with respect to our company and this offering,  we refer you to the  registration  statement
and exhibits filed as part of it. You may inspect the registration statement,  including the
exhibits  thereto,  without  charge  at the  Public  Reference  Room of the SEC at 450 Fifth
Street,  N.W.,  Judiciary Plaza,  Washington,  D.C. 20549 and at the regional offices of the
SEC located at 7 World Trade Center,  13th Floor,  New York, New York. You may obtain copies
of all or any portion of the  registration  statement from the Public  Reference  Section of
the SEC at 450 Fifth Street, N.W., Judiciary Plaza, Washington,  D.C. 20549, upon payment of
the  prescribed  fees. You may obtain  information on the operation of the Public  Reference
Room by calling the SEC at 1-800-SEC-0330.  You may also access such material electronically
by means of the Commissions  home page on the Internet at  http://www.sec.gov.  Descriptions
contained in this  prospectus as to the contents of an contract or other  document  filed as
an  exhibit  to the  registration  statement  are not  necessarily  complete  and each  such
description is qualified by reference to such contract or document.

We mail a copy of our audited  Annual Report on Form 10-KSB along with a proxy  statement to
our shareholders prior to our annual meeting.

                               INDEX TO FINANCIAL STATEMENTS

Financial Statements for the 9 months ended September 30, 2001

Independent Accountants' Report

Condensed Consolidated Balance Sheet - September 30, 2001

Condensed Consolidated Statements of Operations - 3 and 9  Months Ended September 30, 2001 and 2000

Condensed Consolidated Statement of Shareholders' Deficit - 9 Months Ended September 30, 2001

Condensed Consolidated Statements of Cash Flows - 9 Months Ended September 30, 2001 and 2000

Notes to Condensed Consolidated Financial Statements






                         INDEPENDENT ACCOUNTANTS' REPORT




Board of Directors
Vizario, Inc.


We  have  reviewed  the  accompanying   condensed  consolidated  balance  sheet  of
Vizario,  Inc. and  subsidiary (a  Development  Stage  Company) as of September 30,
2001,  the  related  condensed  consolidated   statements  of  operations  for  the
three-month  and nine-month  periods ended  September 30, 2001 and the periods from
July 17,  2000  (inception)  through  September  30, 2000 and 2001,  the  condensed
consolidated  statements  of cash flows for the nine  months  ended  September  30,
2001 and the periods  from July 17, 2000  (inception)  through  September  30, 2000
and 2001, and the condensed  consolidated  statements of shareholders' deficit from
July  17,  2000   (inception)   through   September  30,  2001.   These   condensed
consolidated   financial   statements  are  the  responsibility  of  the  Company's
management.

We conducted our reviews in accordance  with standards  established by the American
Institute  of  Certified  Public   Accountants.   A  review  of  interim  financial
information  consists  principally of applying  analytical  procedures to financial
data and making  inquiries of persons  responsible  for  financial  and  accounting
matters.  It is  substantially  less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of  which  is  the
expression  of an opinion  regarding  the  financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our reviews,  we are not aware of any material  modifications  that should
be made to the accompanying  condensed  consolidated  financial statements for them
to be in conformity with generally accepted accounting principles.



/s/ Gelfond Hochstadt Pangburn, P.C.
GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
November 14, 2001







                          VIZARIO, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      Condensed Consolidated Balance Sheet

                               September 30, 2001
                                   (Unaudited)

                                     Assets
Current assets:
  Cash ..........................................................   $       273
  Inventories ...................................................         2,174
                                                                    -----------
      Total current assets ......................................         2,447
                                                                    -----------

Technological license rights, net of accumulated
   amortization of $410,704 .....................................     1,466,796
Other asset, net of accumulated amortization of $292 ............         3,208
                                                                    -----------
                                                                      1,470,004
                                                                    -----------

                                                                    $ 1,472,451
                                                                    ===========

                          Liabilities and Shareholders' Deficit

Current liabilities:
  Accounts payable and accrued expenses .........................   $    95,703
  Notes and advances payable ....................................       593,000
  Payable to Imaginon, Inc. .....................................       378,336
  License fee payable, Imaginon, Inc. ...........................       982,750
                                                                    -----------
      Total liabilities (all current) ...........................     2,049,789
                                                                    -----------

Commitments

Mandatory redeemable Series A, 8% convertible preferred
 stock; 278 shares issued and outstanding; liquidation
 preference $282,110 ............................................       282,110
                                                                    -----------

Shareholders' deficit:
  Preferred stock, $0.001 par value; 5,000,000 shares
   authorized; 278 shares issued and outstanding ................          --
  Common stock, $0.001 par value; 50,000,000 shares
   authorized; 25,458,000 shares issued and outstanding .........        25,458
  Capital in excess of par ......................................       532,032
  Deficit accumulated during the development stage ..............    (1,416,938)
                                                                    -----------
      Total shareholders' deficit ...............................      (859,448)
                                                                    -----------

                                                                    $ 1,472,451
                                                                    ===========



            See notes to condensed consolidated financial statements.



                          VIZARIO, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                  Condensed Consolidated Statements of Operations

               Three months and nine months ended September 30, 2001
   and the periods from July 17, 2000 (inception) through September 30, 2000 and
                                       2001
                                    (Unaudited)

                                             Period from                      Period from
                                            July 17, 2000                    July 17, 2000
                             Three months    (inception)      Nine months     (inception)
                                 ended         through           ended          through
                             September 30,  September 30,    September 30,   September 30,
                                 2001            2000            2001            2001
                             ------------    ------------    ------------    -------------

Revenues .................   $               $               $        426    $         426
Cost of revenues .........                                            145              145
                             ------------    ------------    ------------    -------------

Gross profit .............                                            281              281
                             ------------    ------------    ------------    -------------

Operating expenses:
  Research and development         76,951                         166,820         172,320
  Sales and marketing ....         44,749                         121,930         121,930
  General and
   administrative ........        600,603           6,903         874,929         894,432
                             ------------    ------------    ------------    -------------
                                  722,303           6,903       1,163,679       1,188,682
                             ------------    ------------    ------------    -------------
Loss from operations .....       (722,303)         (6,903)     (1,163,398)     (1,188,401)
                             ------------    ------------    ------------    -------------

Other income (expense):
  Interest income ........                                            104             104
  Interest expense .......       (141,862)                       (228,641)       (228,641)
                             ------------    ------------    ------------    -------------
                                 (141,862)                       (228,537)       (228,537)
                             ------------    ------------    ------------    -------------

Net loss .................       (864,165)         (6,903)     (1,391,935)     (1,416,938)

Beneficial conversion
feature (Note 4) .........       (149,700)                       (149,700)       (149,700)
Accretion of redemption
value (Note 4) ...........        (15,600)                        (15,600)        (15,600)
Deemed preferred stock
  dividends (Note 4) .....         (4,110)                         (4,110)         (4,110)
                             ------------    ------------    ------------    -------------

Net loss applicable to
  common shareholders ....   $ (1,033,575)   $     (6,903)   $ (1,561,345)   $ (1,586,348)
                             ============    ============    ============    =============

Basic and diluted loss
 per common share ........   $       (.04)   $         (*)   $       (.07)   $       (.07)
                             ============    ============    ============    =============

Weighted average number
 of common shares
 outstanding .............     24,898,870      20,000,000      22,297,114      21,425,255
                             ============    ============    ============    =============


*  Less than $(0.01) per common share.

            See notes to condensed consolidated financial statements.







                          VIZARIO, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

           Condensed Consolidated Statements of Shareholders' Deficit

      The period from July 17, 2000 (inception) through December 31, 2000,
                  and the nine months ended September 30, 2001
                                   (Unaudited)



                                                                                   Deficit
                                                                                 accumulated
                                       Common Stock              Capital in       during the
                               ----------------------------        excess        development
                                  Shares          Amount           of par           stage          Total
                               ------------    ------------    ------------     ------------    -----------
Issuance of common stock
 to parent .................     20,000,000    $     20,000    $    (14,000)                    $     6,000

Net loss for the period
 ended December 31, 2000 ...                                                    $    (25,003)       (25,003)
                               ------------    ------------    ------------     ------------    -----------

Balances, December 31, 2000      20,000,000          20,000         (14,000)        (25,003)        (19,003)

Issuance of shares in
 conjunction with
 acquisition of Wireless
 Web Data, Inc. ............      4,768,000           4,768          (4,768)

Warrants and warrants to
 be issued .................                                        138,000                         138,000

Conversion of warrants
 to common stock ...........         70,000              70           6,930                           7,000

Common stock issued for
 services ..................        520,000             520         301,080                         301,600

Common stock issued for
 Imaginon rent
 concessions ...............        100,000             100         108,900                         109,000

Warrants issued to
 Series A preferred
 shareholder ...............                                         15,600                          15,600

Accretion of Series A
 redeemable preferred
 stock .....................                                        (15,600)                        (15,600)

Deemed dividends on
 Series A redeemable
 preferred stock ...........                                         (4,110)                         (4,110)

Net loss ...................                                                     (1,391,935)     (1,391,935)
                               ------------    ------------    ------------    ------------    ------------

Balances, September 30, 2001     25,458,000    $     25,458    $    532,032    $ (1,416,938)   $   (859,448)
                               ============    ============    ============    ============    ============

            See notes to condensed consolidated financial statements.






                          VIZARIO, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                  Condensed Consolidated Statements of Cash Flows

                       Nine months ended September 30, 2001
and the periods from July 17, 2000 (inception) through September 30, 2000 and 2001
                                    (Unaudited)


                                                        Period from     Period from
                                                          July 17,        July 17,
                                                            2000            2000
                                          Nine months    (inception)     (inception)
                                              ended         through        through
                                          September 30,   September 30,  September 30,
                                               2001           2000           2001
                                           -----------    -----------    -----------
Cash flows from operating activities
  Net loss .............................   $(1,391,935)   $    (6,903)   $(1,416,938)
                                           -----------    -----------    -----------
  Adjustments to reconcile net loss to
   net cash used in operating activities:
   Amortization of intangible assets ...       410,996                       410,996
   Amortization of discount on license
     fee payable .......................        61,250                        61,250
   Stock-based compensation and interest
     expense ...........................       387,600                       387,600
   Expenses paid by Imaginon, Inc. on
     behalf of the Company .............       357,841          6,903        382,844
   Changes in operating assets and
    liabilities:
     Decrease in inventories ...........           141                           141
     Increase in accounts payable and
      accrued expenses .................        95,703                        95,703
                                           -----------    -----------    -----------
      Total adjustments ................     1,313,531          6,903      1,338,534
                                           -----------    -----------    -----------

      Net cash used in operating
       activities ......................       (78,404)                      (78,404)
                                           -----------    -----------    -----------

Cash flows from investing activities:
  Purchase of other asset ..............        (3,500)                       (3,500)
                                           -----------    -----------    -----------

      Net cash used in investing
         activities ....................        (3,500)                       (3,500)
                                           -----------    -----------    -----------

Cash flows from financing activities:
  Proceeds from notes and advances
   payable .............................     1,042,000                     1,042,000
  Payments of license fees to Imaginon,
   Inc. ................................      (847,000)                     (847,000)
  Payments of notes and advances payable      (112,000)                     (112,000)
  Decrease in payable to Imaginon, Inc.           (823)                         (823)
                                           -----------    -----------    -----------

      Net cash provided by financing
         activities ....................        82,177                        82,177
                                           -----------    -----------    -----------

Net increase in cash ...................           273                           273
Cash, beginning
                                           -----------    -----------    -----------

Cash, ending ...........................   $       273    $              $       273
                                           ===========    ===========    ===========

                                    (Continued)

            See notes to condensed consolidated financial statements.







                          VIZARIO, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                 Condensed Consolidated Statements of Cash Flows

                      Nine months ended September 30, 2001
and the Periods from July 17, 2000 (inception) through September 30, 2000 and 2001
                                   (Unaudited)



                                                                                        Period from           Period from
                                                                                          July 17,              July 17,
                                                                                            2000                  2000
                                                                         Nine Months     (inception)           (inception)
                                                                             ended         through              through
                                                                         September 30,   September 30,        September 30,
                                                                              2001           2000                 2001
                                                                          ------------   --------------        ----------

Supplemental disclosure of non-cash investing and financing activities:

    Common stock issued to Imaginon, Inc. in
     exchange for inventory ..........................................   $      2,315   $                     $    2,315
                                                                          ============   ==============        ==========

    Common stock issued upon exercise of
      warrants and in exchange for reduction
      in notes payable and advances ...................................   $     59,000   $                     $   59,000
                                                                          ============   ==============        ==========

    Common stock issued in exchange for
      reduction in license fee payable to
      Imaginon, Inc. ..................................................   $    109,000   $                     $  109,000
                                                                          ============   ==============        ==========

    Preferred stock and warrants issued in
      exchange for reduction in notes
      payable and advances ............................................   $    278,000   $                     $  278,000
                                                                          ============   ==============        ==========

    Assignment of technological license
      rights in exchange for license fees
      payable to Imaginon, Inc. .......................................   $  1,877,500   $                     $1,877,500
                                                                          ============   ==============        ==========

    Deemed dividends on Series A preferred
      stock ...........................................................   $      4,110   $                     $    4,110
                                                                          ============   ==============        ==========


            See notes to condensed consolidated financial statements.














                          VIZARIO, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

              Notes to Condensed Consolidated Financial Statements

                      Nine months ended September 30, 2001
and the Periods from July 17, 2000 (inception) through September 30, 2000 and 2001
                                   (Unaudited)



1. Interim Financial Statements

The interim  condensed  consolidated  financial  statements  have been  prepared by
Vizario,  Inc. (the "Company",  formerly known as Gallagher Research  Corporation),
and in the  opinion of  management,  reflect  all  material  adjustments  which are
necessary to present  fairly the financial  position,  results of  operations,  and
cash flows of the Company  for the interim  periods  presented.  Those  adjustments
consist only of normal and recurring adjustments except for those described below.

Certain  information  and  note  disclosures  normally  included  in the  Company's
annual  financial  statements  prepared in accordance  with  accounting  principles
generally  accepted  in the  United  States  of  America  have  been  condensed  or
omitted.  The financial  statements  presented  are those of the  surviving  entity
from a merger with Wireless Web Data,  Inc.  (Note 2). It is the Company's  opinion
that  when  the  interim  financial  statements  are read in  conjunction  with the
December 31, 2000 Annual Report on Form 10-KSB,  an Information  Statement filed on
May 10, 2001, and a Form 8-K filed on June 5, 2001, the Company's  disclosures  are
adequate  to  make  the  information  presented  not  misleading.  The  results  of
operations for the periods ended  September 30, 2000 and 2001, are not  necessarily
indicative of the operating results to be expected for the full year.


2.   Organization and Merger

On  May  24,  2001,   pursuant  to  a  Stock   Exchange   Agreement   and  Plan  of
Reorganization  (the  "Agreement"),  the Company  completed a merger with  Wireless
Web  Data,   Inc.   ("WWDI"),   a   wholly-owned   subsidiary  of  Imaginon,   Inc.
("Imaginon"),  a  publicly-held  Delaware  corporation.  WWDI, a development  stage
company,  was formed as a Delaware  corporation  on July 17, 2000 by  Imaginon  for
the  purpose of  continuing  development  and  commercialization  of  internet  and
intranet database  processing software for wireless  applications.  Pursuant to the
Agreement,   the  Company   acquired  all  6,000,000   shares  of  the  issued  and
outstanding  capital  stock  of WWDI  in  exchange  for  20,000,000  shares  of the
Company's  common stock.  Immediately  following the  transaction,  the Company had
24,768,000   shares  of  common  stock  issued  and   outstanding.   Imaginon  held
20,000,000  shares,  or 80.7% of the issued  and  outstanding  common  stock of the
Company immediately  following the transaction,  of which 920,000 of the 20,000,000
shares were then  subsequently  transferred  to officers and directors of Imaginon,
reducing  Imaginon's  ownership  percentage  to  77%.  In  May  2001,  the  Company
changed its name to Vizario, Inc.

The Company has recorded the  acquisition  of WWDI as an acquisition of the Company
and a recapitalization of WWDI, in which historical  shareholders'  deficit of WWDI
prior to the  merger  was  retroactively  restated  for the  equivalent  number  of
shares  exchanged in the merger after giving  effect to any  difference  in the par
value of the  Company's  and  WWDI's  common  stock,  with an offset to  capital in
excess of par. The  accumulated  deficit of the acquirer  (WWDI) is carried forward
after the acquisition.

The  Company  is in  the  development  stage,  and  since  inception,  has  devoted
substantially  all of its efforts to product  research and  development and raising
capital.   The  Company  has  been   economically   dependent  on   Imaginon.   The
independent   auditors'  report  on  Imaginon's   December  31,  2000  consolidated
financial statements includes an explanatory  paragraph that describes  substantial
doubt about  Imaginon's  ability to continue as a going  concern.  Beginning in the
quarter  ended June 30, 2001,  the Company  began  raising  funds  through debt and
equity  financings which have primarily been used to repay  liabilities to Imaginon
(Note 4).

The accompanying  condensed  consolidated financial statements include the accounts
of Vizario,  Inc., and its wholly-owned  subsidiary Gallagher Research Corporation,
which  has  no  operations.  Intercompany  transactions  have  been  eliminated  in
consolidation.

3.  Significant Accounting Policies

Use of Estimates

The preparation of financial  statements in conformity  with accounting  principles
generally  accepted in the United  States of America  requires  management  to make
estimates  and   assumptions   that  affect  the  reported  amount  of  assets  and
liabilities  and  disclosure of contingent  assets and  liabilities  at the date of
the financial  statements and the reported  amounts of revenues and expenses during
the  reporting   periods.   Management   makes  these   estimates  using  the  best
information  available at the time the estimates are made; however,  actual results
could differ materially from these estimates.

Recently Issued Accounting Pronouncements

In July 2001, the Financial  Accounting  Standards Board ("FASB") issued  Statement
of Financial  Accounting Standard ("SFAS") No. 141, Business  Combinations and SFAS
No. 142,  Goodwill and Other  Intangible  Assets.  SFAS No. 141  requires  that the
purchase  method of  accounting  be used for all  business  combinations  initiated
after June 30, 2001.  Use of the  pooling-of-interests  method is prohibited  after
that date.  SFAS No.  142  changes  the  accounting  for  goodwill  and  intangible
assets with  indefinite  lives from an  amortization  method to an  impairment-only
approach and  requires  intangible  assets with finite  lives to be amortized  over
their useful  lives.  Therefore,  amortization  of goodwill and  intangible  assets
with  indefinite  lives will cease upon  adoption of this  statement.  SFAS No. 142
is required to be applied in fiscal years  beginning  after  December 15, 2001. The
Company is currently  assessing the impact,  if any, that SFAS No. 141 and SFAS No.
142 may have on its financial condition and results of operations.

In August  2001,  the FASB  issued  SFAS No.  144,  Accounting  for  Impairment  or
Disposal of Long-Lived Assets,  which addresses  accounting and financial reporting
for the  impairment or disposal of long-lived  assets.  This statement is effective
for fiscal  years  beginning  after  December  15,  2001.  The Company is currently
assessing  the  impact,  if  any,  that  SFAS  No.  144 may  have on its  financial
condition and results of operations.

Technological License Rights

Technological  license rights (Note 5) are amortized on a straight-line  basis over a
two-year   period.   The  Company's  other  intangible  asset  is  amortized  over  a
three-year  period.  Management  assesses  the  carrying  value of the  technological
license  rights  and  other  long-lived  assets  for  impairment  when  circumstances
warrant  such  a  review,   primarily  by  comparing  current  and  projected  sales,
operating  income  and annual  cash flows on an  undiscounted  basis,  and  available
information  providing  estimates of fair value with the related annual  amortization
expense.  The Company  recognizes  impairment  losses on intangible  assets and other
long-lived  assets when  undiscounted  cash flows  estimated to be generated from the
intangible assets are less than the amount of unamortized assets.

Inventories

Inventories  consist of computer  software  products and are valued at the  estimated
fair  value  of the  inventory  on the  date it was  assigned  and  transferred  from
Imaginon to the Company,  which approximates the lower of cost (first-in,  first-out)
or market value.  Inventory costs include product materials.

Revenue Recognition

The Company has adopted the  American  Institute  of  Certified  Public  Accountants'
Statement of Position  ("SOP") 97-2,  Software  Revenue  Recognition,  which requires
companies to defer revenue and profit  recognition  unless four required  criteria of
a sale are  met.  In  addition,  SOP  97-2  requires  that  revenue  recognized  from
software  arrangements be allocated to each element of the  arrangement  based on the
relative  fair  values of the  elements  such as  products,  upgrades,  enhancements,
post-contract customer support, installation, or training.

Research and Development

Research and development costs are expensed as incurred.

Stock-based Compensation

SFAS No. 123,  Accounting for Stock-Based  Compensation,  defines a  fair-value-based
method of accounting for stock-based  employee  compensation  plans and  transactions
in which an entity  issues its equity  instruments  to acquire goods or services from
non-employees,  and encourages but does not require companies to record  compensation
cost for  stock-based  employee  compensation  plans at fair value.  The Company,  at
times,  issues  shares  of common  stock in  payment  for  services  rendered  to the
Company.  The  estimated  fair value of the shares issued  approximates  the value of
the services provided.

The Company  accounts  for  employee  stock-based  compensation  using the  intrinsic
value method  prescribed in Accounting  Principles  Board Opinion No. 25,  Accounting
for  Stock  Issued  to  Employees   ("APB  No.  25")  and  related   interpretations.
Accordingly,  compensation  cost for stock options is measured as the excess, if any,
of the quoted  market  price of the  Company's  common stock at the date of the grant
over the amount an employee must pay to acquire the stock.

Business Risk

The  Company  is  subject  to risks  and  uncertainties  common  to  technology-based
companies,  including rapid  technological  change,  dependence on principal products
and  third-party  technology,  new  product  introductions  and other  activities  or
competitors, dependence on key personnel, and limited operating history.

4. Notes Payable and Advances 

During the nine months ended  September  30, 2001,  the Company  borrowed  $239,000
from investors in exchange for unsecured  promissory  notes payable on demand.  The
promissory   notes  accrue  interest  at  15%  during  the  first  month,  and  18%
thereafter.  The  Company  repaid  $112,000 of these notes  through  September  30,
2001, and one investor  exchanged a $52,000  promissory  note in connection  with a
consulting  services  agreement  for  the  Company's  common  stock  (Note  6).  In
October 2001, the Company issued an additional $35,000 of notes payable.

During the nine  months  ended  September  30,  2001,  the  Company  also  received
$803,000 of non-interest  bearing  advances from  investors,  of which one investor
converted  $278,000  of  advances  into  278  shares  of  the  Company's  Series  A
preferred  stock and warrants (Note 6), and another  investor  exchanged  $7,000 of
advances and warrants for 70,000  shares of the Company's  common  stock.  Advances
payable of $578,000 at  September  30,  2001 are due on demand.  Proceeds  received
in exchange for the  promissory  notes and advances from  investors  have been used
primarily to pay liabilities owed to Imaginon.

5. Related Party Transactions

Technological license rights

Effective April 23, 2001, the Company entered into a Technology  License  Agreement
with  Imaginon,  whereby  Imaginon  agreed to grant to the  Company,  an  exclusive
world-wide,  perpetual  right and  license,  subject  to  certain  limitations,  as
defined,  to use,  reproduce,  distribute  and modify certain  licensed  technology
previously  developed by Imaginon,  including the  WebZinger  and Vizario  Internet
search engine software.

As  consideration  for this  license,  the  Company  agreed to pay  Imaginon  total
license  fees  of  $2,000,000,  payable  in  $500,000  installments  due  in  June,
September,  and  December  2001,  and in  March  2002.  The  first  installment  of
$500,000 was paid in June 2001.  The Company paid $347,000 in September  2001,  and
the Company  reduced the license fee payable by an additional  $109,000  during the
quarter ended  September 30, 2001, by issuing  100,000  shares of common stock to a
third  party  for  Imaginon  rent  concessions  value at  $109,000  (Note  6).  The
Company is in arrears in the amount of  $44,000 as of  September  30,  2001,  under
the terms of the  Technology  License  Agreement.  The Company is also  required to
pay all license  fees and  royalties  with respect to any  third-party  proprietary
rights, of which none have been incurred through September 30, 2001.

The Company valued the  technological  license rights based on their estimated fair
value.  The  license  fee payable was  discounted  utilizing  a 13%  discount  rate
which  resulted in a net present  value of  $1,877,500  at the date the assets were
transferred.  Interest  expense  incurred  related  to the  license  agreement  was
$30,625 and  $61,250  for the three  months and nine  months  ended  September  30,
2001,  respectively,  and $61,250  for the period  from July 17,  2000  (inception)
through September 30, 2001.

Rental Agreement

In January 2001,  the Company began  utilizing  certain  office space at Imaginon's
corporate   offices  for  which  the  Company   agreed  to  pay   Imaginon,   on  a
month-to-month  basis,  $3,990 per month.  Rent  expense  for the three  months and
nine  months  ended  September  30, 2001 was  $11,970  and  $35,910,  respectively.
Allocated  rent  expense  for the period  from July 17,  2000  (inception)  through
September 30, 2000 and September 30, 2001 was $0 and $36,610, respectively.

Other Transactions

During the three months and nine months ended  September  30, 2001,  and the period
from July 17, 2000 (inception)  through  September 30, 2000 and September 30, 2001,
expenses of the Company  paid on its behalf by Imaginon  were  $132,780,  $357,841,
$6,903 and  $382,844,  respectively.  At  September  30,  2001,  the Company has an
unsecured,  non-interest  bearing payable to Imaginon of $378,336 for expenses paid
on the Company's behalf.  This payable is due on demand.

6. Shareholders' Deficit

Mandatory Redeemable Preferred Stock

The Series A  preferred  stock has a par value of $.001 per share,  a stated  value
of $1,000 per share,  and is convertible  into shares of the Company's common stock
at  the  option  of  the  holder.   The  number  of  common  shares  issuable  upon
conversion  of each  share of Series A  preferred  stock is equal to the sum of the
stated  value  per  share,  and  at  the  holder's  election,  accrued  and  unpaid
dividends on each share,  divided by the  conversion  price,  which is based on 65%
of the  average of the three  lowest  closing  bid prices of the  Company's  common
stock for the five trading days  immediately  preceding the  conversion.  Shares of
Series A  preferred  stock that have not been  converted  within  five years of the
original  issue date are to be  redeemed  by the  Company  at a price  equal to the
stated  value of the  shares  plus  accumulated  unpaid  dividends.  Dividends  are
cumulative  at 8% per year  and are  payable  quarterly,  commencing  December  31,
2001.  Cumulative dividends at September 30, 2001 are $4,110.

In July  2001,  the  Company  issued  278  shares of Series A  preferred  stock and
warrants to purchase  55,600 shares of the Company's  common stock in  satisfaction
of  advances   from  an  investor  of  $278,000.   The  warrants  are   exercisable
immediately  and  have a term  of  five  years  from  the  date  of  issuance.  The
exercise  price of the  warrants is based on 65% of the average of the three lowest
closing  bid  prices  of the  Company's  common  stock  for the five  trading  days
immediately  preceding the exercise  date of the warrants.  At the date of issuance
of the Series A preferred  stock and warrants,  the warrants were valued at $15,600
utilizing the Black Scholes pricing model,  and therefore  $15,600 was allocated to
the  warrants  resulting in an imputed  dividend  rate of 8.5%.  The warrant  value
was  subsequently  accreted to the  redemption  value of the preferred  stock.  The
Series A  preferred  stock also has a  liquidation  preference  equal to the stated
value of the Series A preferred stock plus accumulated dividends.

The Series A preferred stock and warrant  conversion  feature was "in the money" at
the  date  of  issue  (a  "beneficial  conversion  feature"),  and as a  result,  a
beneficial  conversion feature allocation of $149,700 was immediately  amortized to
preferred  stock at the date of issuance,  resulting in a $149,700  increase in the
Company's  net loss  applicable to common  shareholders  for the three months ended
September 30, 2001.

The Series A preferred  stock is subject to a mandatory  redemption  provision upon
the  triggering  of certain  events,  as  defined,  including  failure to  register
shares of common stock  underlying  the Series A preferred  stock within 60 days of
the issue date.  The Company did not comply with the  registration  provision,  and
as a result,  the Series A preferred  stock balance has been  presented  outside of
shareholders'  equity (deficit) in the September 30, 2001,  condensed  consolidated
balance  sheet.  In connection  with the Company's  failure to register the shares,
the  Company  received  notice  in  November  2001  from  the  Series  A  preferred
shareholder  of a claim for  late-filing  penalties  of  $11,120,  to be  satisfied
through the issuance of additional shares of Series A preferred stock.

Warrants and Warrants To Be Issued 

Pursuant  to  the  terms  of  the  Agreement,  in  May  2001,  the  Company  issued
three-year  warrants to consultants,  enabling the holders to purchase an aggregate
of 3,017,360  shares of the  Company's  common  stock at an exercise  price of $.10
per share.  The  consultants  were utilized to assist in raising debt and/or equity
financing  for  the  Company.  In  addition,  certain  officers  and  directors  of
Imaginon  received  similar  three-year  warrants to purchase a total of  1,400,000
shares of the Company's common stock at $.10 per share.

In September  2001,  warrants  were  exercised for the purchase of 70,000 shares of
the  Company's  common  stock  for $.10 per  share,  in  satisfaction  of $7,000 of
advances to the Company.

During  the  three  months  ended  September  30,  2001,  in  conjunction  with the
issuance of $138,000 of  promissory  notes,  the Company  entered into an agreement
to issue to the note holder  three-year  warrants to purchase 138,000 shares of the
Company's  common  stock  at an  exercise  price  of $.10  per  share,  exercisable
immediately.  The fair value of the warrants,  based on the Black  Scholes  pricing
model,  was  determined to be $106,000.  This discount was allocated to warrants to
be  issued  and the  discount  on the  demand  notes  was  immediately  charged  to
interest expense.

Stock Compensation Plan

The Company adopted the 1997 Employee Stock  Compensation  Plan (the "ESC Plan") of
the  predecessor  company,  Gallagher  Research  Corporation,  for  its  employees,
officers,   directors  and  advisors.   The  Company  has  reserved  a  maximum  of
1,500,000 shares of common stock to be issued under the ESC Plan.

In July 2001,  the Company and  Imaginon  entered  into an  agreement  with a third
party lessor whereby certain  facility lease  concessions were received by Imaginon
in  exchange  for  100,000  shares  of the  Company's  common  stock.  These  lease
concessions  included a reduction  in monthly  base rental  payments  for 12 months
and a change in the annual  escalation  provision  from a 5% annual  increase to an
increase equal to the Consumer Price Index.  The lease  concessions  were valued at
the  market  price of the  Company's  common  stock  at the  date of the  agreement
($1.09 per  share).  In exchange  for the  issuance  of common  stock,  the Company
reduced its  liability  for license  fees  payable to  Imaginon  by  $109,000,  and
Imaginon  reduced  its  receivable  from the  Company  and  recognized  general and
administrative expense of $109,000.

In September  2001,  the Company  issued  520,000  shares of its common stock under
the ESC Plan to a note/warrant  holder in exchange for  consulting  services and in
satisfaction  of a $52,000  note  payable  to the  consultant.  Based on the quoted
market  price of the  Company's  common  stock at the date of  issuance  ($0.58 per
share),  the Company  recognized  general and  administrative  expense of $249,600.
In November 2001,  the Company issued an additional  400,000 shares of common stock
to this consultant for additional  services  rendered.  These shares were valued at
$160,000,  based on the  quoted  market  price of the  common  stock at the date of
issuance $(0.40 per share).

In October 2001,  the Company  issued an additional  406,100 shares of common stock
under the ESC Plan in exchange for legal,  marketing and other consulting  services
provided to, and in  satisfaction  of certain  liabilities of Vizario and Imaginon.
The total  value of the  shares  issued,  based on the quoted  market  price of the
common stock on the date of issuance was $132,000 (0.32 per share).

Compensatory Stock Option Plan

The Company also adopted the 1997  Compensatory  Stock Option Plan (the "CSO Plan")
of the  predecessor  company for its employees,  officers,  directors and advisors.
The  Company  has  reserved a maximum  of  1,000,000  shares of common  stock to be
issued  upon the  exercise  of options  granted  under the CSO Plan.  In June 2001,
the Company  granted to employees  options to purchase up to 440,000  shares of the
Company's  common stock,  at an exercise  price of $.10 per share,  which was based
on the  estimated  market  value  of the  Company's  common  stock  at the  date of
grant.  The options vest over a one year period and expire in 2011.

Private Equity Line of Credit Agreement

Effective  July 30,  2001,  the Company  entered into a $5 million  Private  Equity
Line of  Credit  Agreement  (the  "Equity  Line"),  whereby  subject  to terms  and
conditions  of the  Equity  Line,  the  Company  may sell to an  investor  up to $5
million of the  Company's  common stock  during a two-year  commitment  period,  as
defined,  which  commences  upon the  effective  date of a  registration  statement
registering  shares of common stock to be sold under the Equity  Line.  The Company
is required to register  the shares  issuable  under the Equity Line  pursuant to a
related  Registration Rights Agreement,  which requires the Company to register the
shares no later  than 180 days  after  July 30,  2001.  In the  event  the  Company
fails to obtain an effective  registration  statement within this time period,  the
Company is subject to  penalties.  As of September  30,  2001,  the Company has not
filed a  registration  statement  and no  common  stock has been  issued  under the
Equity Line.








                                  WIRELESS WEB DATA, INC.
                               (A DEVELOPMENT STAGE COMPANY)

                         THE PERIOD FROM JULY 17, 2000 (INCEPTION)
                      THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
                              ENDED MARCH 31, 2001 (UNAUDITED)

                                          CONTENTS

Independent auditors' report

Financial statements:

Balance sheets

Statements of operations

Statements of shareholder's equity (deficit)

Statements of cash flows

Notes to financial statements




                                INDEPENDENT AUDITORS' REPORT
                                ----------------------------

The  Board  of  Directors
Wireless Web Data, Inc.

We have audited the balance sheet of Wireless Web Data,  Inc. (a  Development  Stage Company
and  wholly-owned  subsidiary  of ImaginOn,  Inc.) as of December 31, 2000,  and the related
statements of operations,  shareholder's equity (deficit) and cash flows for the period from
July 17, 2000  (inception)  through  December 31, 2000.  These financial  statements are the
responsibility of the Company's  management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance  with  generally  accepted  auditing  standards.  Those
standards  require that we plan and perform the audit to obtain  reasonable  assurance about
whether the  financial  statements  are free of  material  misstatement.  An audit  includes
examining,  on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial  statements.  An audit also includes assessing the accounting  principles used and
significant  estimates  made by  management,  as well as  evaluating  the overall  financial
statement  presentation.  We  believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements referred to above present fairly, in all material
respects,  the financial  position of Wireless Web Data,  Inc. as of December 31, 2000,  and
the  results  of its  operations  and its cash  flows  for the  period  from  July 17,  2000
(inception)  through  December 31, 2000, in conformity  with generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been prepared  assuming that the Company will
continue  as a going  concern.  As  discussed  in Note 1 to the  financial  statements,  the
primary  activities  of the  Company to date have been  organizational  in  nature,  and the
development of its product  applications has not been completed and will require significant
additional financing.  In addition, the Company has been economically dependent on ImaginOn,
Inc.,  and  the  independent  auditors'  report  on  ImaginOn,   Inc.'s  December  31,  2000
consolidated  financial  statements  includes a paragraph that describes  substantial  doubt
about  ImaginOn,  Inc.'s  ability  to  continue  as a going  concern.  These  factors  raise
substantial doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these matters are also  described in Note 1. The financial  statements do
not include any adjustments that might result from the outcome of this uncertainty.

GELFOND  HOCHSTADT  PANGBURN,  P.C.

Denver,  Colorado
May  1,  2001






                             WIRELESS WEB DATA, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                DECEMBER 31, 2000 AND MARCH 31, 2001 (UNAUDITED)

                                     ASSETS

                                                          December 31, March 31,
                                                             2000        2001
                                                           --------    --------

                                                                       (Unaudited)
Current assets:
Inventory ..............................................   $  2,315    $  2,289
                                                           --------    --------

Total assets (all current) .............................   $  2,315    $  2,289
                                                           ========    ========

                   LIABILITIES AND SHAREHOLDER'S DEFICIT

Current liabilities:
Payable to Parent (Note 4) .............................   $ 21,318    $ 69,448
                                                           --------    --------

Total liabilities (all current) ........................     21,318    $ 69,448
                                                           --------    --------

Commitments (Notes 1 and 4)

Shareholder's deficit (Note 6):
Preferred stock, $0.001 par value; 10,000,000 shares
authorized; none issued and outstanding ................       --          --
Common stock, $0.001 par value; 30,000,000
shares authorized; 6,000,000 shares issued and
outstanding ............................................      6,000       6,000
Deficit accumulated during the development stage .......    (25,003)    (73,159)
                                                           --------    --------

Total shareholder's deficit ............................    (19,003)    (67,159)
                                                           --------    --------

Total liabilities and shareholder's deficit ............   $  2,315    $  2,289
                                                           ========    ========

                             See notes to financial statements.







                             WIRELESS WEB DATA, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS

                    THE PERIOD FROM JULY 17, 2000 (INCEPTION)
                 THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
                        ENDED MARCH 31, 2001 (UNAUDITED)



                                         Period from                Period from
                                        July 17, 2000              July 17, 2000
                                         (inception)  Three months   (inception)
                                           through        ended        through
                                          December      March 31,        March
                                          31, 2000        2001         31, 2001
                                         --------       --------       --------

                                                       (Unaudited)  (Unaudited)

Revenues ..........................      $     80       $     80
Cost of revenues ..................            26             26
                                         --------       --------       --------

Gross profit ......................            54             54
                                                        --------       --------

Operating expenses (Note 4):
Research and development ..........      $  5,500         16,500         22,000
Sales and marketing ...............         9,193          9,193
General and administrative ........        19,503         22,517         42,020
                                         --------       --------       --------

Total operating expenses ..........        25,003         48,210         73,213
                                         --------       --------       --------

Net loss ..........................      $(25,003)      $(48,156)      $(73,159)
                                         ========       ========       ========

                             See notes to financial statements.






                             WIRELESS WEB DATA, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                  STATEMENTS OF SHAREHOLDER'S EQUITY (DEFICIT)

                    THE PERIOD FROM JULY 17, 2000 (INCEPTION)
                 THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
                        ENDED MARCH 31, 2001 (UNAUDITED)

                                                                        Deficit
                                              Common stock            accumulated
                                       --------------------------      during the
                                          Shares         Amount          stage         Total
                                       -----------    -----------    -----------    -----------

Issuance of common stock
to Parent ..........................     6,000,000    $     6,000                   $     6,000

Net loss for the period
ended December 31, 2000 ............   $   (25,003)       (25,003)
                                       -----------    -----------    -----------    -----------

Balances, December 31, 20006,000,000         6,000        (25,003)       (19,003)

Net loss for the three months
ended March 31, 2001
(unaudited) ........................                                     (48,156)       (48,156)
                                       -----------    -----------    -----------    -----------

Balances, March 31, 2001
(unaudited) ........................     6,000,000    $     6,000    $   (73,159)   $   (67,159)
                                       ===========    ===========    ===========    ===========

                             See notes to financial statements.







                             WIRELESS WEB DATA, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS

                    THE PERIOD FROM JULY 17, 2000 (INCEPTION)
                 THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
                        ENDED MARCH 31, 2001 (UNAUDITED)



                                          Period from              Period from
                                         July 17, 2000             July 17, 2000
                                          (inception) Three months (inception)
                                            through     ended       through
                                            December   March 31,     March
                                            31, 2000     2001      31, 2001
                                           --------    --------    --------

                                                     (Unaudited)     (Unaudited)
Cash flows from operating activities:
Net loss ...............................   $(25,003)   $(48,156)   $(73,159)
Adjustments to reconcile net loss to net
cash used in operating activities:
Expenses paid by Parent on behalf of
the Company ............................     25,003      48,130      73,133
Decrease in inventory ..................         26          26
                                           --------    --------    --------

Net cash used in operating activities ..         --          --          --
                                           --------    --------    --------

Cash, beginning and ending .............   $     --    $     --      $   --
                                           ========    ========    ========

Supplemental disclosure of non-cash
investing and financing activities:
Common stock issued to Parent in
exchange for inventory (Note 1) ........   $  2,315                $  2,315
                                           ========                ========

                             See notes to financial statements.







                             WIRELESS WEB DATA, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                    THE PERIOD FROM JULY 17, 2000 (INCEPTION)
                 THROUGH DECEMBER 31, 2000, AND THE THREE MONTHS
                        ENDED MARCH 31, 2001 (UNAUDITED)

1.   ORGANIZATION,  GOING  CONCERN  AND  MANAGEMENT'S  PLANS:

     ORGANIZATION:

     Wireless  Web  Data,  Inc.,  a  Delaware  corporation  ("WDDI"  or the  "Company")  was
     formed  on July 17,  2000 by  ImaginOn,  Inc.,  a  publicly-held  Delaware  corporation
     ("Imaginon"   or  the  "Parent")  for  the  purpose  of  continuing   development   and
     commercialization   of  Internet  and  intranet   database   processing   software  for
     wireless  applications.  Imaginon  owns 100% of the  Company's  issued and  outstanding
     common   stock.   Imaginon   and  its   subsidiaries,   which   are   located   in  San
     Carlos,   California,   develop,   manufacture,   and  market  consumer   software  and
     Internet-related  products,  including broadband Internet television systems.  Imaginon
     also  provides  Internet  connection  services to  commercial  and private users in the
     San Francisco  Bay  area.

     In October  2000,  the Company  entered into an  Assignment  Agreement  with  Imaginon,
     whereby  Imaginon  assigned  all of its right,  title and  interest  in its  previously
     developed  WebZinger  website  and  website-related   intellectual  property,  as  well
     as its WebZinger  CD-Rom  inventory to the Company.  The estimated  fair value of these
     assets was $2,315 at the date of  transfer,  of which the entire  $2,315 was  allocated
     to the  inventory.  In exchange for the  assignment  and transfer of these assets,  the
     Company issued  shares  of  common  stock  to  Imaginon  (Note  6).

     GOING  CONCERN  AND  MANAGEMENT'S  PLANS:

     The  Company's  financial  statements  for the period ended  December  31,  2000,  have
     been  prepared  on a  going  concern  basis,  which  contemplates  the  realization  of
     assets and the  settlement  of  liabilities  and  commitments  in the normal  course of
     business.  The  Company is a  development  stage  company  and has a limited  operating
     history.  The  primary  activities  of the  Company  to date have  been  organizational
     in nature,  and the development of commercial  software for wireless  applications  has
     not been  completed and will require  significant  additional  financing.  In addition,
     there  is  no  assurance  that  commercially  successful  products  will  be  developed
     and  that  the  Company  will  achieve  a  profitable level of operations.

     The   Company   has   been    economically    dependent    on    Imaginon,    and   the
     independent  auditors' report on Imaginon's  December 31, 2000  consolidated  financial
     statements   includes   a   paragraph   that   describes    substantial   doubt   about
     Imaginon's  ability  to  continue  as  a going concern.

     These  factors  raise  substantial  doubt  about  the  Company's  ability  to  continue
     as a going concern.  The financial  statements do not include any adjustments  relating
     to the  recoverability  and  classification of assets or the amounts and classification
     of  liabilities  that might be necessary  should the Company by unable to continue as a
     going  concern.   The  Company  and  Imaginon  have  developed  plans  to  address  the
     Company's current cash flow  concerns  as  discussed  below.

     In April  2001,  the  Company  and  Imaginon  entered  into a  letter  of  intent  with
     Gallagher  Research  Corporation,   a  publicly-held  Nevada  corporation  ("GRC"),  to
     proceed with the  development  and execution of an agreement to exchange shares between
     the  Company  and GRC.  Pursuant to the terms of the  proposed  agreement,  Imaginon is
     to sell  and  transfer  to GRC all of the  outstanding  shares  of  WWDI  common  stock
     owned  by  Imaginon,  and in  exchange,  GRC is to  issue an  aggregate  of  20,000,000
     shares  of GRC  common  stock  to  Imaginon  and  certain  officers  and  directors  of
     Imaginon.  Immediately  following this  transaction,  GRC is to have 24,768,000  shares
     of  issued  and  outstanding   common  stock,   and  Imaginon  is  to  hold  19,080,000
     shares, or 77%, of the issued and outstanding common shares of GRC  common  stock.

     In  April   2001,   the   Company   also   entered   into  a  letter  of  intent   with
     Gulfstream  Financial  Partners,  LLC  ("Gulfstream")  to  proceed  with  a  series  of
     proposed  investment  transactions.  Pursuant  to the terms of this  letter of  intent,
     Gulfstream,  or  Gulfstream  and  other  investors,  will  invest  cash in the  Company
     in two phases,  which are subject to the  successful  completion  of certain  events by
     the Company.  The first phase is to consist of an initial  investment of up to $500,000
     in  exchange   for  rights  to  purchase  up  to  20%  of  the  common   stock  of  the
     Company.

     Through April 2001, a total of $260,000  (unaudited)  has been received from  investors
     by  Imaginon,  on  behalf  of the  Company.  Imaginon  received  proceeds  of  $100,000
     in  March  2001,  for  which  it  entered  into a 9%  promissory  note,  due on  demand
     (unaudited).  In  exchange  for  proceeds  of $30,000  (received  by  Imaginon in April
     2001,  unaudited),  the Company entered into a 15% promissory  note, due on demand,  no
     later than May 13, 2001 (Note 6).  Additional  proceeds of $130,000,  received in April
     2001 by Imaginon on behalf of the Company, are not evidenced by promissory notes.

     Under the proposed  second  phase,  upon the  successful  completion of a merger of the
     Company  and  GRC,  terms  of  an  additional  financing  are  to  be  negotiated.   In
     consideration   for  arranging  the  proposed   financing   agreement,   Gulfstream  is
     to  be  issued  three-year  warrants  to  purchase  common  stock  of  the  Company  at
     $.10  per  share,  equal  to 9.9% of the  Company  on a fully  diluted  basis,  subject
     to  registration rights.

2.   SIGNIFICANT  ACCOUNTING  POLICIES:

     UNAUDITED  FINANCIAL  STATEMENTS:

     The  balance  sheet  as  of  March  31,  2001,   and  the   statements  of  operations,
     shareholder's  equity  (deficit)  and cash flows for the three  months  ended March 31,
     2001,  and the period from July 17,  2000  (inception)  through  March 31,  2001,  have
     been  prepared  by the  Company  without  audit.  In the  opinion  of  management,  all
     adjustments  (which include normal recurring  adjustments)  necessary to present fairly
     the  financial  position,  results of  operations  and cash flows for the three  months
     ended  March 31,  2001,  and the period from July 17, 2000  (inception)  through  March
     31,  2001,  have been  made.  The  results of  operations  for the three  months  ended
     March  31,  2001  are not  necessarily  indicative  of the  operating  results  for the
     full  year.

     USE  OF  ESTIMATES  IN  THE  PREPARATION  OF  FINANCIAL  STATEMENTS:

     The  preparation  of  financial   statements  in  conformity  with  generally  accepted
     accounting  principles  requires  management  to make  estimates and  assumptions  that
     affect the reported  amounts of assets and  liabilities  and  disclosure  of contingent
     assets  and  liabilities  at the  date of the  financial  statements  and the  reported
     amounts of revenues and expenses during the reporting  periods.  Management makes these
     estimates  using the best  information  available at the time the  estimates  are made;
     however, actual  results  could  differ  materially  from  these  estimates.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS:

     The fair  value of the  Company's  payable  to Parent is not  practicable  to  estimate
     due to the related party nature of the underlying transactions.

     INVENTORY:

     Inventory  consists  of  computer  software  products  and is valued  at the  estimated
     fair  value  of the  inventory  on  the  date  it was  assigned  and  transferred  from
     Imaginon to the Company,  which  approximates  the lower of cost (first-in,  first-out)
     or  market  value.  Inventory costs include product  materials.

     REVENUE  RECOGNITION:

     The   Company   has   adopted   the   American    Institute    of   Certified    Public
     Accountants'   Statement  of  Position  ("SOP")  97-2,  Software  Revenue  Recognition,
     which  requires   companies  to  defer  revenue  and  profit  recognition  unless  four
     required  criteria of a sale are met.  In  addition,  SOP 97-2  requires  that  revenue
     recognized   from   software   arrangements   be  allocated  to  each  element  of  the
     arrangement  based on the  relative  fair  values  of the  elements  such as  products,
     upgrades,    enhancements,    post-contract   customer   support,    installation,   or
     training.

     COMPREHENSIVE  INCOME:

     Statement   of   Financial    Accounting   Standard   ("SFAS")   No.   130,   Reporting
     Comprehensive  Income,   establishes   requirements  for  disclosure  of  comprehensive
     income and its  components,  which  include,  among other  items,  unrealized  gains or
     losses from marketable  securities and foreign  currency  translation  adjustments that
     previously   were  only  reported  as  a  component  of   shareholder's   equity.   The
     Company does not have any  components  of  comprehensive  income  through  December 31,
     2000, and through the  three  months  ended  March  31,  2001  (unaudited).

     RESEARCH  AND  DEVELOPMENT:

     Research  and  development  costs  are  expensed  as  incurred.

     STOCK-BASED  COMPENSATION:

     SFAS   No.    123,    Accounting    for    Stock-Based    Compensation,    defines    a
     fair-value-based   method  of  accounting   for   stock-based   employee   compensation
     plans and  transactions  in which an entity  issues its equity  instruments  to acquire
     goods  or  services  from   non-employees,   and   encourages   but  does  not  require
     companies to record  compensation  cost for  stock-based  employee  compensation  plans
     at  fair  value.

     The  Company  accounts  for  employee  stock-based  compensation  using  the  intrinsic
     value method  prescribed in  Accounting  Principles  Board  Opinion No. 25,  Accounting
     for  Stock   Issued  to   Employees   ("APB  No.  25")  and  related   interpretations.
     Accordingly,  compensation  cost for  stock  options  is  measured  as the  excess,  if
     any,  of the  quoted  market  price  of the  Company's  common  stock  at the  date  of
     the grant over the amount an employee  must  pay  to  acquire  the  stock.

     RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS:

     In June 1998,  the  Financial  Accounting  Standards  Board (FASB) issued SFAS No. 133,
     Accounting  for Derivative  Instruments  and Hedging  Activities.  This  statement,  as
     amended,  is effective  for fiscal  years  beginning  after June 15,  2000.  Currently,
     the  Company  does  not  have  any  derivative  financial   instruments  and  does  not
     participate in hedging  activities;  therefore,  management  believes SFAS No. 133 will
     not impact the Company's financial  position  or  results  of  operations.

     In  December  1999,  the  staff  of  the  Securities  and  Exchange  Commission  issued
     Staff  Accounting   Bulletin   ("SAB")  No.  101,  Revenue   Recognition  in  Financial
     Statements.  SAB No.  101, as amended by SAB No. 101A and SAB No.  101B,  is  effective
     no later than the fourth fiscal  quarter of fiscal years  beginning  after December 15,
     1999.  SAB  No.  101  provides  the  Staff's  views  in  applying   generally  accepted
     accounting  principles to selected  revenue  recognition  issues.  The Company believes
     that it  complies  with  the  accounting  and  disclosure  described  in SAB  No.  101;
     therefore,  management  believes  that  SAB No.  101  will  not  impact  the  Company's
     financial  statements.

3.   BUSINESS  RISK:

     The  Company  is  subject  to  risks  and  uncertainties   common  to  technology-based
     companies,  including  rapid  technological  change,  dependence on principal  products
     and  third-party  technology,   new  product  introductions  and  other  activities  of
     competitors, dependence on key personnel,  and  limited  operating  history.

4.   RELATED  PARTY  TRANSACTIONS:

     LICENSE  AGREEMENT:

     Effective  April 23, 2001,  the Company  entered into a  Technology  License  Agreement
     with Imaginon,  whereby  Imaginon  agreed to grant to the Company,  subsequent to March
     31,  2001,  an  exclusive   world-wide,   perpetual  right  and  license,   subject  to
     certain   limitations,   as  defined,   to  use,   reproduce,   distribute  and  modify
     certain  licensed   technology   previously   developed  by  Imaginon,   including  the
     WebZinger  and Vizario Internet search  engine  software.

     As  consideration  for this  license,  the  Company  has agreed to pay  Imaginon  total
     license  fees  of  $2,000,000,  payable  in  installments.  The  first  installment  of
     $500,000  shall be payable upon the  delivery by Imaginon of the  licensed  technology.
     Thereafter,  the  Company  is to make  $500,000  quarterly  payments.  The  Company  is
     also  required  to pay all  license  and  royalties  with  respect  to any  third-party
     proprietary  rights.

     RENTAL  AGREEMENT:

     Through  December  31,  2000,  a portion  of  Imaginon's  rent  expense  was  allocated
     to the Company.  In January 2001,  the Company  began  utilizing  certain  office space
     at  Imaginon's  corporate  offices  for  which  the  Company  agreed  to pay  Imaginon,
     on a  month-to-month  basis,  $3,990 per month.  Allocated  rent expense for the period
     ended  December  31, 2000 was  approximately  $700.  Rent  expense for the three months
     ended March 31, 2001,  was  $11,970  (unaudited).

     OTHER  TRANSACTIONS:

     During the period  ended  December  31,  2000,  and the three  months  ended  March 31,
     2001,  expenses  of the  Company  were  paid on its  behalf  by  Imaginon.  During  the
     periods  ended  December  31,  2000,  and  March  31,  2001  expenses  of  $25,003  and
     $48,210  (unaudited),   respectively,   were  incurred.   At  December  31,  2000,  and
     March 31,  2001,  the  Company  has an  unsecured,  non-interest  bearing,  $21,318 and
     $69,448 (unaudited) payable to Parent, respectively,  which  is  due  on  demand.

5.   INCOME  TAXES:

     The Company  recognizes  deferred tax assets and  liabilities  for the expected  future
     tax   consequences   of   events   that   have  been   recognized   in  the   financial
     statements   or  tax   returns.   Under   this   method,   deferred   tax   assets  and
     liabilities   are   determined   based  on  the   differences   between  the  financial
     statement  carrying  amounts  and tax bases of assets  and  liabilities  using  enacted
     tax rates in effect in the years in which the differences  are  expected to  reverse.

     The  Company's  taxable  income or loss is included in Imaginon's  consolidated  income
     tax  returns.  The  Imaginon  consolidated  group did not  generate  taxable  income in
     2000.  Accordingly,  Imaginon  has  determined  that no income  tax  expense or benefit
     is to be  allocated  to the  Company,  and no  provision  for  income  taxes  has  been
     reflected  in the statements of operations.

6.   SHAREHOLDER'S  EQUITY  (DEFICIT):

     PREFERRED  STOCK:

     The  Company  has  authorized  the  issuance of up to  10,000,000  shares of  preferred
     stock,  in  which  the  designations,   preferences,  privileges  and  restrictions  of
     preferred  stock  issued  are to be  determined  by the  Board  of  Directors.  Through
     March  31,  2001, the Company has not issued any preferred  stock.

     COMMON  STOCK:

     During the period  ended  December  31,  2000,  the  Company  issued  6,000,000  shares
     of  common  stock  to  Imaginon  in  exchange  for  the   assignment  and  transfer  of
     inventory,   a  website,   and  website-related   intellectual   property,   valued  at
     $2,315,  as well as in  exchange  for  expenses  of  $3,685  incurred  by  Imaginon  on
     behalf  of  the  Company.

     WARRANTS:

     In connection with a $30,000 promissory note entered into by the Company in April
     2001, the  Company  agreed to issue warrants to the noteholder to purchase  up  to
     30,000 shares of common stock of the Company at $.10 per share.





CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
 AND FINANCIAL DISCLOSURES

     On  July  18,  2001,  the  Company  dismissed  Larry  O'  Donnell,  CPA,  P.C.  as  its
independent   certified   public   accountant.   There  have  been  no   adverse   opinions,
disclaimers  of  opinion  or  qualifications  or  modifications  as  to  uncertainty,  audit
scope or  accounting  principles  regarding  the reports of Larry O' Donnell,  CPA,  P.C. on
the  Company's   financial   statements  for  the  three  month   transition   period  ended
March 31,  2001 and for each of the  fiscal  years  ended  December  31,  2000 and 1999,  or
any  subsequent  interim  period.  The  Board  of  Directors  of the  Company  approved  the
change  of   accountants   of  the  Company.   There  were  no   disagreements   with  Larry
O'Donnell,  CPA,  P.C.  on any  matter of  accounting  principles  or  practices,  financial
statement  disclosure,  or auditing  scope or  procedures  leading to its  dismissal,  which
disagreements,  if not resolved to the  satisfaction  of the former  accountant,  would have
caused it to make reference to the subject  matter of the  disagreement  in connection  with
its report.  There were no reportable  events,  in each case, during either of the Company's
two  most  recent  fiscal  years or any subsequent interim period.

     Simultaneously  with the  dismissal  of its former  accountants,  effective  as of July
18,  2001,  the  Company  approved  and  engaged  Gelfond   Hochstadt   Pangburn,   P.C.  to
act  as  its   independent   certified   public   accountant   as   successor  to  Larry  O'
Donnell,  CPA,  P.C.  During  the  Company's  two most  recent  fiscal  years or  subsequent
interim  periods  the  Company  has  not  consulted   Gelfond   Hochstadt   Pangburn,   P.C.
regarding the  application  of  accounting  principles  to a specified  transaction,  either
completed  or  proposed,  or the  type of  audit  opinion  that  might  be  rendered  on the
Company's  financial  statements,  or any matter that was the subject of a disagreement or a
reportable  event.

     In accordance  with the rules of the  Securities and Exchange  Commission,  the Company
has  requested  Larry O' Donnell,  CPA,  P.C.  to furnish  the Company  with a letter to the
Commission, which letter is filed as an Exhibit hereto.



PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to our company's  Bylaws, we may indemnify our directors and officers under certain
circumstances  against  reasonable  expenses  (including  court costs and attorneys'  fees),
judgments,  penalties,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred in  connection  with any  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  to which any of them is a party by reason of his being a
director,  officer,  employee,  or agent of our company if it is determined that he acted in
accordance with the applicable  standard of conduct set forth in such statutory  provisions.
Thus,  the  indemnification  provisions  will protect  officers and directors from liability
only if the officer or  director  meets the  applicable  standard of conduct and we have the
financial ability to honor the indemnity.

ITEM 25   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay all expenses in connection with the  registration and sale of the shares offered
by the selling stockholders,  except any selling commissions or discounts allocable to sales
of those shares, fees and disbursements of counsel and other  representatives of the selling
stockholders,  and any  stock  transfer  taxes  payable  by  reason  of any such  sale.  The
estimated expenses of issuance and distribution are set forth below.


Registration Fees ..............   $    1,024.53
Costs of Printing and Engraving         4,000.00*
Legal Fees .....................       27,000.00*
Accounting Fees ................        6,000.00*
                                   ----------
                           TOTAL   $   38,024.53


*  Estimated.









ITEM 26  RECENT SALES OF UNREGISTERED SECURITIES

There have been no sales of unregistered securities within the last three (3) years which
would be required to be disclosed pursuant to Item 701 of Regulation S-B, except for the
following:

Date of Sale               Title and    Persons to   Price/Nature of Non cash
                           amount of    whom sold    transaction
                           securities
                           sold

October 10, 2001           200,000      Robert       In consideration of
                           common       Griffin      consulting services
                           shares                    valued at $64,000
                                                     provided to the Company

October 10, 2001           200,000      Friedlob     In consideration of
                           common       Sanderson    legal services valued at
                           shares       Paulson &   $64,000 provided to the
                                        Tourtillott, Company
                                        LLC

October 10, 2001           6,100        Frank        In consideration of
                           common       Hugenard     services  valued at
                           shares                    $1,952 provided to the
                                                     Company

October 10, 2001           107,027      Alpha        Issued upon conversion
                           common       Capital AG   of 25 shares of  Series
                           shares                    A 8% Cumulative
                                                     Convertible Preferred

In addition, certain additional issuances of unregistered securities were made prior to the
dates of the foregoing, and were previously reported to the SEC in the following filings,
which are hereby incorporated by reference:

      Form S-8, Filed on December 14, 2001, SEC File No. 333-75118

      Form 10-QSB, Filed on November 19, 2001, SEC File No. 000-28073

      Form 8-K, Filed on June 5, 2001, SEC File No. 000-28073

      Information Statement pursuant to Rule 14f-1, Filed on May 10, 2001,
       SEC File No. 005-61535

With respect to each of the foregoing issuances,  the Company believes that the offering was
exempt from  registration  under the Securities Act by reason of Section 4(2) thereof and/or
Regulation D under the Securities Act as a non-public  sale of securities due to the absence
of a general  solicitation,  the general nature and circumstances of the sale, including the
qualifications  of the  purchasers,  and  the  restrictions  on  resales  of the  securities
acquired.  All of the securities were sold privately,  and no underwriters  were involved in
any of the issuances.

ITEM 27              EXHIBITS

Copies of the following documents are filed with this registration statement as
exhibits:

3.1   Certificate of Incorporation (Charter Document)*
3.2   Bylaws*
3.3   Certificate of Designation for Series A 8% Cumulative Convertible Preferred Stock
5.1   Legal opinion of C. Frederick LeBaron, Jr., Esq.
10.1  Subscription Agreements dated July 31, 2001 with certain named buyers
10.2  Series A 8% Cumulative Convertible Preferred Stock Warrant
3.    Statement Re: Computation of Per Share Earnings**
23.1  Consent of Independent Certified Public Accountants
23.2  Acknowledgment of Independent Certified Public Accountants
23.3  Consent of C. Frederick LeBaron, Jr., Esq. (contained in Exhibit 5.1)
23.4  Letter of Larry O'Donnell, CPA, P.C.***
24.1  Powers of Attorney (included in the signature page to the Registration Statement)

*Incorporated by reference to Registration  Statement on Form 10SB-12G filed on November 12,
 1999, SEC File No. 000-28073
**Included in Financial Statements
***Incorporated by reference to Statement on Form 8-K filed on July 23, 2001,
   SEC File No. 000-28073, Exhibit 16.1

ITEM 28   UNDERTAKINGS

A. Insofar as  indemnification  for liabilities  arising under the 1933 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 1933 Act and is,  therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than the payment by the  registrant  of
expenses incurred or paid by a director,  officer or controlling person of the registrant in
the  successful  defense of any action,  suit or  proceeding)  is asserted by such director,
officer or  controlling  person in connection  with the  securities  being  registered,  the
registrant  will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit to a court of appropriate  jurisdiction the question whether
such  indemnification  by it is against  public policy as expressed in the 1933 Act and will
be governed by the final adjudication of such issue.

B. The undersigned registrant hereby undertakes:

      (1) To  file,  during  any  period  in  which  offers  or  sales  are  being  made,  a
post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the 1933
     Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date  of  the   Registration   Statement  (or  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant to Rule 424(b)  (Section  230.424(b) of Regulation S-B) if, in the
     aggregate,  the  changes in volume and price  represent  no more than a 20%
     change  in  the  maximum   aggregate   offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"  table in the  effective  Registration
     Statement; and

          (iii) To include any additional or changed  material  information with
     respect  to the  plan  of  distribution  not  previously  disclosed  in the
     Registration  Statement or any material  change to such  information in the
     Registration Statement.

      (2) That,  for the  purpose of  determining  any  liability  under the 1933 Act,  each
such  post-effective  amendment 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.

      (3) To remove from  registration  by means of a  post-effective  amendment  any of the
securities being registered which remain unsold at the termination of the offering.


                                         SIGNATURES

In accordance with 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 SB-2 and authorized  this  Registration  Statement to be signed on its behalf by the
undersigned,  thereunto duly authorized, in the city of San Carlos, California, on this 18th
day of January, 2002.

                                    VIZARIO, INC.

                                    By:/s/James A. Newcomb, Chief Executive Officer
                                       --------------------------------------------

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the  undersigned  officers and  directors of Vizario,  Inc., a Nevada  corporation,  do
hereby  constitute  and appoint James A. Newcomb the lawful  attorney and agent,  with power
and  authority  to do any and all acts and  things and to  execute  any and all  instruments
which said  attorney  and agent  determines  may be  necessary  or  advisable or required to
enable said  corporation  to comply with the  Securities  Act of 1933,  as amended,  and any
rules  or  regulations  or  requirements  of  the  Securities  and  Exchange  Commission  in
connection  with  this  Registration  Statement.  Without  limiting  the  generality  of the
foregoing  power and authority,  the powers granted  include the power and authority to sign
the names of the  undersigned  officers and directors in the capacities  indicated  below to
this  Registration   Statement,   to  any  and  all  amendments,   both   pre-effective  and
post-effective,  and  supplements  to  this  Registration  Statement,  and  to any  and  all
instruments  or  documents  filed  as  part  of or in  conjunction  with  this  Registration
Statement or amendments or supplements  thereof, and each of the undersigned hereby ratifies
and  confirms  all that  said  attorney  and  agent  shall do or cause to be done by  virtue
hereof. This Power of Attorney may be signed in several counterparts.

IN WITNESS  WHEREOF,  each of the  undersigned has executed this Power of Attorney as of the
date indicated.

In  accordance  with the  requirements  of the  Securities  Act of 1933,  this  registration
statement  has been  signed  by the  following  persons  in the  capacities  and on the date
indicated.



Signature                                 Title                              Date
---------                                 -----                              ----

/s/James A. Newcomb           President, Chief Executive Officer,       January 28, 2002
(James A. Newcomb)            Chief Financial Officer (Principal
                              Financial Officer), Director

/s/David Caney                Director                                  January 28, 2002
-----------------------
(David Caney)


/s/ David M. Schwartz         Director                                  January 28, 2002
-----------------------
(David M. Schwartz)