SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE 	ACT OF 1934
For the fiscal year ending December 31,1995

OR


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE 	ACT OF 1934
For the transition period from___________ to _____________

Commission File No. 0000-9297

CRONUS CORPORATION
( Formerly Thunderstone Group, Inc. )


NEVADA						36-3890744
(State or other jurisdiction 		(I.R.S. Employer
of incorporation or organization)	Identification Number)

7660 E. BROADWAY BLVD., TUCSON, ARIZONA 	85710
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code		
	(520) 885-1220

Securities registered pursuant to Section 12(b) of the Act: 
NONE		

Securities registered pursuant		Title of Class		
 to Section 12(g) of the Act:				Common

Check whether the issuer (1) has filed all reports required 
to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for 
such shorter period that the registrant was required to file 
such reports), and (2) has been subject to such filing 
requirements for the past 90 days. [X]Yes [  ] No

Check if there is no disclosure of delinquent filers in 
response to Item 405 of Regulation S-B is not contained in 
this form, and no disclosure will be contained, to the best 
of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III 
of this Form 10-KSB or any amendment to this Form 10-KSB.
[ ]

The issuer's revenues for its most recent fiscal year is: $0

As of December 31,1995 there was no aggregate market value 
of voting stock held by non-affiliates of the registrant.

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest 
practicable date.

	 Class  			Outstanding as of February 28,1997
$.001 PAR VALUE COMMON STOCK			11,453,106 SHARES


DOCUMENTS INCORPORATED BY REFERENCE:
1.  Reorganization Stock Exchange Agreement with Perimeter 
Bicycling Association of America, Inc.  8-K November 30, 1995.
2.  Reorganization Stock Exchange Agreement with Amateur Golf 
Association of America, Inc.  8-K November 30, 1995.
3.  Reorganization Stock Exchange Agreement with TGI Inc.  8-K 
December 13, 1995.
4.  Purchase Agreement with Black Diamond Mining Corporation.  8-
K May 23, 1996.
5.  Reorganization Agreement with Black Diamond Mining 
Corporation.  8-K July 31, 1996.
6.  Asset Purchase Agreement with El Tour de Tucson, Inc.  8-K 
July 31, 1996.
7.  Termination of Reorganization Agreement with Black Diamond 
Mining Corporation.  8-K December 20, 1996.




PART 1

ITEM 1. Business

History of the Company.

The Company was incorporated in Nevada as TR-3 Industries, 
Inc. in 1979.  Together with its subsidiary, TR-3 Chemical 
Corporation, TR-3 Industries was involved in the manufacture 
and sale of TR-3 Resin Glaze, a cleanser and polisher for 
automobiles.  The products were sold internationally through 
mass marketing distributors.  TR-3 Industries, Inc. filed a 
registration statement on Form 10 with the Securities and 
Exchange Commission for the purpose of registering its 
common stock under Section 12(g) of the Securities Exchange 
Act of 1934, as amended (the "Act").  Such registration was 
filed on June 23, 1980.

In  1982, TR-3 Industries, Inc. and its wholly owned 
subsidiary TR-3 Chemical Corporation (a California 
corporation), filed a Chapter 11 proceeding in the U.S. 
Bankruptcy Court, Central District of California, Docket 
Number SA82-3767.  The case was converted to a proceeding 
under Chapter 7 of the Bankruptcy Code in January, 1986.  
The proceedings were concluded and the bankruptcy case was 
closed pursuant to an order issued by the U.S. Bankruptcy 
Court on June 11, 1992.  In connection therewith, the assets 
of TR-3 Industries and TR-3 Chemical Corporation were 
liquidated and applied to satisfy liabilities to the extent 
of available assets.  Because liabilities of a corporation 
cannot be discharged pursuant to a Chapter 7 proceeding, the 
unsatisfied liabilities of TR-3 Industries, Inc. and TR-3 
Chemical Corporation remained outstanding after the closing 
of the Chapter 7 bankruptcy case.

The unsatisfied liabilities of TR-3 Industries, Inc. and TR-
3 Chemical Corporation may have been assumed by the Company, 
as successor to TR-3 Industries, Inc.  Current management of 
the Company only has limited information regarding the 
amount and nature of unsatisfied liabilities of TR-3 
Industries Inc. and TR-3 Chemical Corporation, and is unable 
to quantify the amount of such unsatisfied liabilities that 
may now constitute liabilities of the Company.  However, 
management of the Company notes that the liabilities of TR-3 
Industries, Inc. and TR-3 Chemical Corporation, as scheduled 
in their Chapter 11 reorganization petition, amounted to 
approximately $4,500,000 of secured and unsecured debt, held 
by 248 holders, and various unquantified contingent 
liabilities, including ten pending lawsuits, and that, as 
set forth in the final accounting of the Chapter 7 case, the 
assets of TR-3 Industries, Inc. and TR-3 Chemical 
Corporation were applied to satisfy approximately $30,000 of 
such debt.  TR-3 Chemical Corporation was suspended under 
California law on July 2, 1984.

On June 14, 1995, the Company changed its name to 
Diversified American Industries, Inc.  On November 13, 1995 
the Company changed its name to Thunderstone Group Inc.

On November 30, 1995 all of the outstanding stock of the 
Amateur Golf Association of America, Inc. ("AGAA"), a 
company involved in promoting and staging amateur golf 
tournaments, was acquired by the Company through a 
reorganization stock exchange agreement.  The assets of AGAA 
included franchise rights, trademarks, tournament rights, 
capital assets and membership list.  The Shareholders of 
AGAA were issued 614,000 shares of the Company"s Common 
Stock in exchange for 100% of AGAA's outstanding stock.  

On December 5, 1995 all of the outstanding stock of the 
Perimeter Bicycling Association of America, Inc. ("PBAA"), a 
company involved in international bicycle event promoting, 
staging and publications, was acquired by the Company 
through a reorganization stock exchange agreement.  The 
assets of PBAA included the rights to four bicycling events, 
a monthly and annual publication, capital assets and 
membership list.  The principal shareholders of PBAA were 
issued 750,000 shares of the Company"s Common Stock in 
exchange for 100% of PBAA's outstanding stock. 

On December 13, 1995 all of the outstanding stock of TGI 
Inc. ("TGII"), a niche marketing company providing goods and 
services in the entertainment industry, was acquired through 
a reorganization stock exchange agreement.  TGII held 
various video, radio and recording assets.  The shareholders 
of TGII were issued a total of 2,000,000 shares of the 
Company"s Common Stock in exchange for 100% of TGII"s 
outstanding stock.


On February 27, 1996 the Company sold all of the stock of 
both AGAA and TGII, to Applied Logic Inc., pursuant to an 
Assignment and Release Agreement, in exchange for 3,114,000 
shares of the Company"s Common Stock.  Such 3,114,000 shares 
of Common stock consisted of (i) the 614,000 shares 
previously issued to the former shareholders of AGAA, (ii) 
2,000,000 shares previously issued to the former 
shareholders of TGII, and (iii) 500,000 shares previously 
issued in payment of consulting fees in connection with the 
original acquisition of TGII, all of which were transferred 
by the holders thereof to Applied Logic, Inc., and then by 
Applied Logic, Inc. to the Company, pursuant to the 
Assignment and Release Agreement.  Also pursuant to the 
agreement, Applied Logic, Inc. issued shares of its common 
stock to the former shareholders of AGAA and TGII.  In 
addition, AGAA, TGII and their former shareholders agreed to 
release the Company from all liabilities the Company might 
have to any of them in connection with the matters arising 
prior to the date of the Assignment and Release Agreement, 
and the Company agreed to release AGAA, TGII and their 
former shareholders from all liability any of them might 
have to the Company in connection with matters arising prior 
to the date of such agreement.  Pursuant to such agreement, 
the Company received a note for $500,000.00 and 500,000 
shares of Applied Logic, Inc. common stock for those assets.

On March 4, 1996, the Company changed its name to Cronus 
Corporation.

On March 31, 1996 the Company entered into an agreement with 
the Black Diamond Mining Corporation to purchase the Lelan-
Dividend Mine Group assets.  The Company agreed to issue 
2,250,000 shares of its Common Stock for the purchase of the 
Lelan-Dividend Mine Group assets owned by Black Diamond 
Mining Corporation.  Subsequently, while waiting for the 
appraisal and audited financial statements, a new agreement 
was negotiated.  The new agreement consisted of a 
Reorganization and Stock Exchange Agreement between Cronus 
Corporation and Black Diamond Mining Corporation which was 
signed May 23, 1996.  While this agreement was in effect, 
the parties formulated a second reorganization agreement on 
July 8, 1996 in the form of a reverse triangular merger for 
tax purposes.  Pursuant to the merger agreement, the 
shareholders of Black Diamond Mining Corporation"s sole 
shareholder were to have acquired shares of the Company"s 
Common Stock constituting 80% of the outstanding Common 
Stock of the Company.

On July 19, 1996 PBAA, then a wholly owned subsidiary of 
Cronus Corporation, sold substantially all of its assets, 
other than shares of the Company"s Common Stock held by 
PBAA,  to EI Tour De Tucson, Inc., a Arizona non-profit 
corporation, as provided for in an Asset Purchase Agreement.  
As consideration for such sale, El Tour de Tucson, Inc. 
assumed PBAA's outstanding obligations.  On August 7, 1996, 
Perimeter Bicycling Association of America, Inc. changed its 
name to Sunorc, Inc.

On December 11, 1996, the Company and Black Diamond Mining 
Corporation agreed to terminate the reorganization 
Agreement, due to questions that had arisen regarding the 
appraisals of the Leland-Dividend Mine Group assets.  
Subsequently, share certificates previously delivered to 
Black Diamond Mining Corporation's shareholders pending 
closing of the merger were returned to the Company and 
certain affiliates of Black Diamond Mining Corporation 
transferred their interests in certain mining claims to the 
Company as consideration for certain testing and development 
expenditures made by the Company in connection with the 
Leland-Dividend mine Group assets.  The mining claims 
transferred to the Company consist of the Black Diamond Lode 
Mining Claims and Gila Gold Placer Claims, which are more 
fully described below under the Properties section.

Business of Issuer.

Original Business.
The Company originally was engaged in the manufacture and 
sale of TR-3 Resin Glaze, a cleanser and polish for 
automobiles.  In 1988, the Company divested itself of assets 
related to such business in connection with its bankruptcy.  
See History of Company above.

The Company did not engage in any further business until 
November 13, 1995, when it recommenced business through the 
acquisition of the stock of AGAA, PBAA and TGII.  See 
History of Company above.  During the fiscal year ended 
December 31, 1995, the  Company engaged in various sports 
promotion and entertainment businesses through  three wholly 
owned subsidiaries:  The Amateur Golfers Association of 
America, Inc. ("AGAA"), Perimeter bicycling Association of 
America, Inc. ("PBAA") and TGI Inc. ("TGII").  Both AGAA and 
TGII were sold on February 27, 1996.  The assets of PBAA 
were sold on July 19, 1996.

AGAA:
The Amateur Golfer's Association of America was formed in 
1991 as a membership driven organization, similar to AARP, 
that intended to service the needs of amateur golfers in the 
United States and to raise revenues by providing goods, 
services and benefits to its members.  AGAA anticipated that 
it would generate revenue through the sale of individual 
memberships in AGAA and the sale of sponsorship to national 
AGAA sanctioned tournaments, similar to the Ryders Cup.  The 
AGAA developed a 6 flight handicapping system which was 
adopted in over 150 local tournaments.  AGAA was sold to 
Applied Logic Inc. on February 27, 1996.

PBAA:
The Perimeter Bicycling Association of America  was formed 
in 1982 to promote and stage bicycling events across the 
country.  PBAA stages an international perimeter cycling 
event -  EI Tour de Tucson, which is the United States 
largest perimeter bicycling event, with over 3500 entrants, 
as well as three other annual events.  In addition to 
bicycling events, PBAA publishes a regional newspaper, 
Tailwinds, the Southwest's largest distributed newspaper for 
cyclist, runners, triathletes and duathletes.  PBAA intended 
to assemble a perimeter cycling event package for licensing 
based on its experience in staging events.  Substantially 
all of the assets of PBAA were sold to El Tour de Tucson, 
Inc. on July 19, 1996.

TGII:
TGI Inc. was formed to provide goods and services in the 
entertainment industry through the following divisions or 
subsidiaries:  InterMax Film, Television and Video Library, 
Satellite Radio Syndicated Programming, and ThunderSound 
Records.

The InterMax Film, Television and Video Library consists of 
1500 public domain motion picture masters and television 
masters, suitable for foreign and domestic television 
syndication and video compilation sales.

Satellite-Radio Syndicated Programming project involves the 
development of a program called "The Pulse of America's 
Music", consisting of R&B cross-over music hits of the late 
sixties and the seventies, targeted at urban and rural 
audiences with an interest in R&B music and disenchanted 
with "rap" and "hip hop" music.  TGII tested the concept in 
various markets and commenced efforts to syndicate the 
program in up to 27 target markets.

ThunderSounds is a contemporary music niche marketing record 
label that specializes in the Latin Music market.   
ThunderSounds is in the business of leasing recorded album 
masters from artists that have completed the recording and 
are seeking an entity to produce and distribute recordings.  
ThunderSounds is also a music publishing company that 
acquires music catalogues and the publishing rights to 
songs.   

TGII was sold to Applied Logic Inc., on February 27, 1996.

Subsequent Business Developments.

During the fiscal year ended December 31, 1996, the Company 
exited the sports promotion and entertainment businesses, 
selling the stock of AGAA and TGII, and the assets of PBAA.  
During such year, the Company took steps to become involved 
in the natural resources industry focusing on the 
acquisition of mining assets in Arizona.  In 1996, the 
Company considered acquiring Black Diamond Mining 
Corporation which held title to the Leland-Dividend Mining 
Group of Claims, but elected not to consummate such 
acquisition.  See History of Company above.

On October 2, 1996, the Company acquired from affiliates of 
Black Diamond Mining Corporation, two groups of mining 
claims located in the State of Arizona.  Title to such 
claims was transferred to the Company through quit claim 
mining deeds as reimbursement for certain testing and 
development expenditures incurred by the Company for the 
benefit of Black Diamond Mining Corporation's Leland-
Dividend Mining Group Claims.  The two groups of mining 
claims acquired by the Company are the Black Diamond group 
of claims, and the Gila Gold Placer claims.  The management 
of the Company has not been able to determine whether the 
Black Diamond and the Gila Gold Placer claims have mineral 
deposits that could be economically and legally extracted or 
produced.  The claims were transferred to the Company by 
quit claim deeds and without further representation or 
warranty or title assurance.  Thus, the Company is presently 
uncertain as to the legal status of its rights, title and 
interest, if any, in and to the claims.  See "Title to 
Mining Properties" below.  Moreover, although information 
exists regarding mineral deposits located at the claims, 
such information was not prepared for the Company, and the 
Company has not been authorized to rely on such information, 
and, accordingly, the Company's management is unable to 
determine the reliability or accuracy of such information.  
The Company desires to asses the nature of mineral deposits 
within these mining claims and the feasibility of developing 
mining operations at such claims.

Black Diamond Mining Group:

The Black Diamond group of claims is located in northeastern 
Maricopa County, Arizona and is owed by Cronus Corporation 
by way of  mining deed.  The claims lie in an unsurveyed 
area, but a projection of the township and range grid 
indicates that they are located, approximately, in Sec. 3, 
T. 7 N., R. 4 E., and in Secs. 26, 34 and 35, T. 8 N., R. 4 
E.  This locality is found on the New River Mesa and the 
Cooks Mesa Quadrangles of the U. S. Geological Survey 7.5 
minute topographic series. The claims are some 35 miles 
north of Phoenix and 4 miles west of Seven Springs camp 
site. They lie along Grays Gulch just east of New River 
Mesa.  The property consists of a group of 10 unpatented 
claims which trend in a northeasterly direction.  The 
Company is seeking a joint venture partner for the 
exploration and, if appropriate, development of the Black 
Diamond Claims. There can be no assurance that such joint 
venture will be formed or that such exploration and 
development will be profitable.  The Black Diamond Mining 
claims are more fully described below in the Properties 
section.


Gila Gold Placer Mining Claims:

Gila Gold Placer mining claims consist of unpatented 
association placer claims covering 640 acres in the Safford 
Mining District, Graham County, Arizona.  Cronus Corporation 
owns the claims by way of mining deeds.  The Company  is 
negotiating with Tehrom Ltd., an Irish corporation, to form 
a joint venture to explore and, if appropriate, develop  the 
Gila Gold Placer claims.  There can be no assurance that 
such joint venture will be formed or that such exploration 
and development will be profitable.  The Gila Gold Placer 
mining claim is more fully described below in the 
"Properties" section.

Future Operations

In 1997, Cronus Corporation intends to asses the feasibility 
of potential future mining projects, involving (1) its Gila 
Gold Placer mining claims, (2) its Black Diamond group of 
claims, and (3) other possible projects.  The steps the 
Company intends to take to assess the feasibility of these 
projects is described below.

1.	Gila Association Placer Mine Project. 

Gila Gold Placer Project:
The Company plans to verify and confirm the existence, 
extend and grade of placer gold located at the Gila Gold 
Placer claims.  First, it intends to asses the presence and 
tenor of placer gold as described in engineering reports of 
past exploration efforts.  Next, the /company will analyze 
the economic viability of such deposit by determining 
optimal production rate and stripping-sorting ratios, 
Defining a mining and reclamation technique, Generating a 
flow sheet, and isolating processing, mining, capital, 
reclamation and general overhead cost factors.

The Company plans to conduct a seismic survey consisting of 
a 5-line, 25foot spacing, 9000 lineal foot, segmented survey.  
This survey will be complimented with computer enhanced 
calculations, storage, retrieval and printout capabilities.  
This survey will provide definitions of the alluvial-bedrock 
contact.  From this information, cross-sectional views will 
be generated to define ore reserve volume, assist in mine 
planning and describe mining technique.

The Company also plans to conduct a bulk sampling, intended 
to ascertain the following:  value recoverable per cubic 
yard, concentrating ratio, concentrating technique, and 
general ground conditions and boulder contact, nature of 
interbeds, slope stability, reject swell and nature of 
backfill material.  The accumulation of data from this 
sampling project will provide the baseline to confirm ore 
reserves and feasibility of the mining project.	

2.	Black Diamond Mining Project.

Black Diamond Project:
The Company intends to evaluate the Black Diamond mining 
claims as follows.
First, the Company plans to gather data from Exxon 
Corporation regarding past exploration work performed by 
Humble Oil.  Next, it intends to assess other geological, 
geophysical and geochemical data gathered on the subject 
property.  Finally, it will formulate a development plan and 
seek a possible joint venture partner.


Competition
There is considerable competition for mining prospects on 
federal lands.  Costs of exploration, testing and mining, 
milling, transportation, labor and other costs have risen 
dramatically.  These costs would be a factor in determining 
whether the discovery of minerals, if any, would be 
commercial or not, and could render a discovery 
unprofitable, even if made.

Commencing in 1972, various federal, state and local 
environmental laws and regulations began to have a 
significant impact on the mining industry in Arizona, where 
the Black Diamond and Gila Gold Placer properties are 
located, and elsewhere in the Western States.

In addition to the uncertainty surrounding the eventual 
development of commercial mineralization on the Company's 
properties, the success of any mining operation which might 
be conducted is dependent upon the price of minerals on the 
domestic and world markets, which is subject to 
fluctuations, in part as a result of actions by central 
banks and government policies.

Government Regulation
Any exploration, rehabilitation, and development programs of 
the Company, as well as any commercial production which 
might be warranted, will be subject to extensive federal, 
state and local laws and regulations controlling not only 
the exploration for viable minerals in the ground, the 
condition of the shafts and the nature of milling and 
leaching operations, but also the possible environmental 
effects of water and particle contaminant discharges 
resulting from the Company's activities.  No environmental 
impact studies have been performed by the Company, and there 
is no assurance that environmental or safety standards more 
stringent than those presently in effect will not be imposed 
in the future.  At present, in the opinion of the Company, 
the current and immediate proposed activities of the Company 
are such that no compliance problems are anticipated.

Employees
As of March 15, 1997, the Company had two employees, 
Jonathan Roberts and Kevin Sherlock.  All other work, 
geographical, engineering, metallurgical, legal, accounting 
and otherwise, is performed on a fee basis.  The Company's 
activities in connection with the acquisition, exploration 
and development of mining and other mineral properties, the 
development of new business lines, and the negotiation with 
potential contractual and joint venture partners are 
conducted principally by Jonathan Roberts, President of the 
Company.  See Item 10, Directors and Executive Officers 
below.  Mr. Roberts has a six year employment contract with 
the Company calling for an annual salary of $175,000.  Mr. 
Roberts owns 3,000,000 of the Common Stock of the Company, 
and holds employee incentive stock options for 500,000 
shares of the Company's Common Stock at an exercise price of 
$0.31 per share.  See "Item 11, Executive Compensation" 
below.
The Company presently has no plans to expand its staff.

Certain Factors Affecting the Industry and the Company.

Exploration, development and mining of mineral properties 
involve unique and greater risks than those generally 
associated with other industries.  Many exploration programs 
do not result in the discovery of a commercially mineable 
mineral deposit, in which case the costs of exploration are 
not recoverable.  The Company's operations are subject to 
all the hazards and risks normally incident to the 
exploration, development and mining of mineral properties, 
including the particular risks described below:

1.  Long Lead Time, Expense and Delay.
 
The risks normally associated with the exploration and 
development of a mineral deposit include the extended period 
of time, and the costs and expenses, required to complete 
such exploration and development, as well as the risks and 
delays normally associated with permitting and construction.  
Such events can result in a delay in the receipt of income 
from a property or operation with serious adverse 
consequences  to the Company's liquidity, financial 
condition and profitability.  In addition, there can be no 
assurance that any such exploration activities will be 
successful.  Therefore, exploration costs could result in 
substantial losses to the Company which might not be offset 
by revenues from the properties explored or otherwise.

2.	Need for Additional Financing

If the Company were to undertake significant exploration at 
any mining property, the Company would need additional 
financing beyond its current capital resources, such as 
additional debt or equity financing or a joint venture or 
merger with another mining company.  The amount of 
additional capital needed cannot be accurately predicted at 
this time.

Mining companies have historically required substantial 
capital to conduct and expand an exploration and development 
program, and have frequently sought additional capital as 
business has developed.  The Company's current capital 
resources are limited (See "Item 6 -- Management's 
Discussion and Analysis or Plan of Operation; Financial 
Condition, Liquidity and Capital Resources" below) and it 
will need additional financing if it is to conduct any 
significant exploration activities.  Financing for such 
purpose could be sought through the issuance of additional 
shares of Common Stock or other equity securities, or 
through debt financing, or through various arrangements with 
third parties.  There is no assurance that the Company could 
obtain any such additional financing.  Any such additional 
financing obtained through the issuance of additional shares 
of Common Stock or other equity securities could result in 
further dilution to the Company's shareholders.  Any 
arrangement with third parties to finance the Company 's 
exploration, development, or operations could take the form 
of a joint venture, merger, lease, royalty, purchase option, 
or some other participation which could reduce, or involve a 
disposition of, the Company 's interests in its properties 
or the revenues therefrom.

3.	Effect of Exploration Costs, Risk of Losses. 

Exploration costs incurred by the Company will not generate 
offsetting revenues unless and until the exploration is 
successful and the Company can commence additional 
production, sell the property or otherwise realize the 
benefits of additional discoveries.

4.	Fluctuating Price for Minerals. 

Most of the Company's revenues would be derived from the 
sale of minerals produced from its mining and processing 
operations.  The Company's prospects will depend upon the 
ability of the Company to locate and profitably exploit 
mineral deposits through the mining, production and sale of 
minerals.  Therefore, the feasibility of developing and 
operating new gold mining operations and the future 
profitability of any such operations will depend on the 
price of minerals.  Mineral prices, and in particular gold 
prices, fluctuate widely from time to time and are affected 
by numerous factors beyond the Company's control which 
cannot be accurately predicted, including expectations about 
inflation, exchange rates, banking, economic and political 
crises, interest rates, global supply and demand, political 
and economic conditions, and production costs in major 
mineral producing regions, and many other factors.

5.	Title to Properties.

The legal status of the Company's right, title and interest, 
if any, in and to the Black Diamond and Gila Gold Placer 
claims is currently uncertain.  See Properties section 
below.  Therefore, the Company may be required to expend 
additional funds in order to, or may ultimately be unable 
to, establish its rights to develop and mine such 
properties.

6.	Governmental Regulation, Environmental Controls and 
Indemnification.

The gold mining industry is subject to extensive federal, 
state and local laws and regulations covering exploration, 
development, operations and production, taxes, labor 
standards, occupational health, waste disposal, 
environmental protection, reclamation, mine safety, toxic 
substances and other matters.  Environmental, operating, 
water, dust and other federal and state permits are 
essential to any mining operation.  The nature of the mining 
business is such that mining companies are frequently in the 
process of applying for additional permits or modifications 
to existing permits at any given time.  There can be no 
assurance that such permits will be granted in the future as 
needed, and, if such permits are not granted, the Registrant 
or any mining venture in which it is a participant could be 
required to curtail or cease its development plans or 
operations with serious adverse consequences to its 
liquidity and profitability.  Amendments to current laws and 
regulations governing operations and activities of mining 
companies or more stringent implementation thereof or 
additional taxes could have a material adverse impact on the 
Registrant.  In addition, opposition to development of 
mining operations by environmental and other groups is 
increasing, and such opposition may result in delays, 
increased costs or abandonment of development plans.



ITEM 2. Properties

BLACK DIAMOND CLAIMS:

On October 2, 1996 Cronus Corporation acquired 10 unpatented 
mining claims by way of mining deeds.

Location
The Black Diamond group of claims is located in northeastern 
Maricopa County, Arizona.  The claims lie in an unsurveyed 
area, but a projection of the township and range grid 
indicates that they are located, approximately in Sec. 3, T. 
7 N., R. 4 E., and in Secs. 26, 34 and 35, T. 8 N., R. 4 E.  
This locality is found on the New River Mesa and the Cooks 
Mesa Quadrangles of the U. S. Geological Survey 7.5 minute
topographic series. The claims are some 35 miles north of 
Phoenix and 4 miles west of Seven Springs camp site. They 
lie along Grays Gulch just east of New River Mesa.

Property
The property consists of a group of 10 unpatented lode 
claims which trend in a northeasterly direction.

Relief and Topography
The elevation of the area is approximately 3600 feet above 
sea level.  Relief in the claim area ranges from 400 to over 
1000 feet.  The claims are located along Grays Gulch in an 
area of rugged topography characterized by canyons and steep 
tributary valleys.

Accessibility
The claims are reached via the graded forestry road that 
extends from Cave Creek to Seven Springs camp site and then 
northward to Forestry Road #41.  The latter road leads 
westward to the Black Canyon Highway (Interstate 17), about 
11 miles to the east.  The forestry road passes adjacent to 
the northern end of the claims.  A graded access road leads 
from the forestry road into the claim area along the west 
side of Grays Gulch.  Along the divides, road grades are 
gentle and there is ready access to various parts of the 
claims.  However, where roads descend into Grays Gulch or 
its tributaries, grades of roads may be steep and may have 
to be modified for ore haulage. The northern end of the 
claim area can be approached along its eastern side by a 
trail along the divide between Grays Gulch and the stream to 
the east.

Weather and Climate
Weather is typically semi-arid.  At no time of the year will 
climate cause a serious problem. Rainfall occurs chiefly in 
summer as thunderstorms.  These can cause damage to roads 
and structures if they are not properly engineered.

Water and Power
Some water is available in Grays Gulch, especially during 
the rainy season.  If more water is necessary, it can 
probably be brought in from Cave Creek where Grays Gulch 
empties into it.  This is about two miles south of the 
claims. There is no electric power in the claim area.  It 
will have to be generated at the mine site.

Housing and Supplies
The nearest ample housing would be in the general Phoenix 
metropolitan area.   Ranches and small towns are found 
nearer to the claims and might furnish some housing, or 
trailers can be readily moved into the area and a mine camp 
established.   Supplies could come from the Phoenix 
metropolitan area.  Specialized mining tools and equipment 
would be available from various mining centers located  the 
southeast of the Black Diamond claims.  These same centers 
together with Tucson some 180 miles to the south would also 
adequately supply technical services and technical 
personnel.

Mills, Smelters and Similar Facilities
No mills, smelters or related facilities are available in 
the claim area.  Concentrates, or any direct shipping ore, 
would be trucked to Hayden or other smelters in the general 
area.  The smelters in the Hayden and Miami areas would be 
about 150 miles distant.   Others are at greater distances.  
The nearest custom mill is at Pumpkin Center some 80 miles 
to the east.  Cement copper produced through leaching of the 
copper oxides in the ore at a leach facility in the mine 
area would go to the same smelters or might be shipped 
directly to one of the consumers of this type of copper 
concentrate.

GEOLOGY

The main copper bearing mineral bodies of interest on the 
property are located in the Precambrian Yavapai or Pinal 
schist. Their geology and relationships are similar to those 
of the Iron King, Orizaba, Blue Bell and other mines of the 
northeastern Bradshaw Mountains and Black Canyon area.

Rock Types
The claims lie in an area of Precambrian Yavapai schist 
which in this area is largely composed of greenish chlorite 
schist derived from weakly metamorphosed sedimentary 
deposits, tuffs, rhyolites, andesites and related volcanic 
rocks.  In many areas the schist carries many chert and 
siliceous nodules and lenses which may range from less than 
an inch in size to massive siliceous dikes several tens of 
feet across and hundreds of feet long.  These siliceous or 
"iron" dikes usually follow the schistosity of the enclosing 
rock fairly closely but may cut across it at a low angle.  
The quartz and siliceous material may be relatively clear or 
the mass may be essentially a red jasper.   There has been 
more than one period of silicification.  Quartzitic beds, 
and more rarely metamorphosed limestones, are sometimes 
found in the schist sequence. Some of the quartzitic and 
siliceous units have been derived from volcanic tuffs and 
other siliceous units inter-bedded in the original 
Precambrian sediments.  Metamorphism and hot aqueous 
solutions caused a certain amount of re-mobilization of the 
silica as well as the metallic minerals.

The Yavapai schist in the area has been intruded by acidic 
(light colored) igneous rocks which range in composition 
from rhyolitic to andesitic to dioritic.  These intrusives 
occur as dikes and small masses which are fine grained and 
may be porphyritic.  The Precambrian intrusives have been 
metamorphosed with the more basic ones becoming 
amphibolites.  Some of the intrusives appear to be less 
metamorphosed but may be highly sheared with some tendency 
for the fracturing to trend parallel to the metamorphic 
structural trends in the schist.  They probably are 
Precambrian in age, but could be later, such as of Lararnide 
age.  These intrusives were most frequently noted in the 
northern portion of the claim area. They are also well 
developed to the north, northwest and northeast of the 
claims. 

Large masses of darker Precambrian granites are present both 
to the east and west of the claims and a smaller one to the 
south of the area.  A few Laramide intrusives also are found 
to the south.  Basalts and other volcanics of Quaternary 
and/or Tertiary age are found at higher elevations to the 
west and north of the claim area.  The quartz veins present 
in the area may be small, irregular veins or large massive 
structures.  The former are intimately related to the 
Yavapai schist structures and are of Precambrian age.  These 
veins, veinlets and quartz pods and stringers are often 
contorted, branching and net-work forming.  They may cut 
across the schistosity but tend to trend roughly parallel to 
it.  The massive quartz veins are probably younger than the 
Precambrian.  Some veins are quartz filled fractures with 
well developed quartz crystals projecting into open 
cavities.  There are probably three or more periods during 
which quartz veins developed in the rocks of the area.

Drilling
At least two holes have been drilled upon the property but 
their depth, length, and what they found are unknown.  
Reportedly the holes were drilled at a low angle from the 
general area of Claim # 6 presumably to intersect the main 
mineralized zone of Claims # 3 and # 2.  A few fragments of 
drill core found in Grays Gulch wash are of chlorite schist 
composition. 	No mineralization was noted in these 
discarded fragments.


Development
At the present time there is no mining activity on any of 
the claims.  About two miles to the southeast on Cramm 
Mountain a mineralized area somewhat similar to that found 
in the Grays Gulch area was drilled and partly opened by a 
series of cuts and excavations.  The rich Red Rover silver-
copper-gold mine is located about 5 miles to the northeast.  
Reportedly it is worked out.  Some 9 miles to the northwest 
the old Orizaba copper (originally gold-silver) mine is 
under re-examination.  Further to the west, southwest and 
northwest are the Bradshaw Mountain mines.  All of the above 
mines are basically in Yavapai schist and are similar to the 
geological setting of the Grays Gulch area.  Most of these 
other mines, which were abandoned or shut-down before copper 
was an important and well-paying metal, are being re-
examined.  Deep ore bodies are reported.

Numerous shafts, cuts, tunnels, pits and other excavations 
exist in the claim area but only the more important ones 
will be mentioned.  In addition to those on the claims, a 
number of shafts, cuts and prospect holes are found on the 
stream divide just to the east of the claims.  Some of these 
had interesting mineralization and alteration of the rocks 
in which they were located.  Since the exact position of the 
claim boundaries was not always determinable, some of the 
workings near claim boundaries may actually be located on 
adjacent claims rather than on the one specified. 

Shafts 
A number of shafts of varying depths have been sunk on 
various claims.  A shaft on Claim # 6 was not accessible but 
is probably 60- 80 feet deep.  It is in Yavapai schist and 
on the dump is a large amount of copper carbonate bearing 
rock.  Samples from the shaft dump reportedly ran over 5 
percent copper.  Most of the shaft reportedly was in copper 
carbonate bearing rock.  However, the shaft was sunk for 
gold and at the time it was dug there was no interest in the 
copper.  A shaft on Claim # 5 was sunk to a depth of about 
80 feet and shows good copper mineralization along a shear 
zone.   Most of the copper is in the form of copper 
carbonates but native copper and other copper oxides are 
present.  The shaft was sunk for gold and some flakes of 
what are probably native gold were observed.  Reportedly 
some coarse gold has been found recently in some of the dump 
samples.  Silver is present.  Cerargyrite and related silver 
chlorides and bromides as well as ruby silver appear to be 
present.  Assays from the dumps reportedly ran up to 20 
percent copper and several ounces of silver per ton.

A shaft a short distance to the east was also sunk in search 
of gold.  Its location was controlled by the presence of a 
quartz vein showing open vein filling characteristics and 
extensive malachite and azurite (copper carbonates) 
occurring in the vein and surrounding rock.  Some primary 
copper sulfides are also present.  Two shafts were sunk on 
opposite sides of Grays Gulch creek bed near the southern 
end of Claim # 3.  The western one is inaccessible but is at 
least 100 feet deep.  Reportedly it found some copper as 
well as gold, but their grade is not known.  The presence of 
copper is confirmed by copper carbonate bearing rock on the 
remnants of the dump.  The eastern shaft was shallow and did 
not reach any significant mineralization.

Underground Workings
The "Lower Tunnel" is located in or near the southwest 
corner of Claim # 3 near the bottom of Grays Gulch and along 
its west side.  It cross-cuts the schistosity and structure 
and was designed to intersect the mineralized vein which 
crops out some 200 feet higher on the hill.  The tunnel is 
driven in a westerly direction and penetrates the 
mineralized zone exposed in the major cuts near the southern 
end of Claim # 2.  The tunnel face terminates in mineralized 
rock and the further extent of this mineralized zone at this 
depth is not known.  Only short cross-cuts have been driven 
along the mineralized zone.  About 20 feet of true thickness 
of good copper carbonate mineralization was penetrated by 
the tunnel.  Primary sulfides were also present.  The tunnel 
contains considerable broken rock which appears to be mainly 
good copper ore.   Reportedly this mineralized zone 
recovered 2.2 percent copper on a leach test.

The "Upper Tunnel" is located near the southern end of Claim 
# 3.  It entered along a fracture zone and was in carbonate 
as well as siliceous rock.  A granitic intrusive is to the 
west and a strongly silicified jasper dike is to the east 
with the copper mineralization in the Yavapai schist between 
them.  There are two levels to this mine and a start to a 
third level.  The total vertical distance between workings 
is about 60 feet.  The tunnel walls are extensively coated 
with copper sulfate minerals as well as by carbonates.   
High grade copper mineralization is present along the walls 
of both levels.   Fresh wall-rock underneath the sulfate 
coating carries copper but in lesser amounts.  Both the 
Upper and Lower Tunnels were driven for gold.  As in the 
case of the shafts, copper was of no consideration because 
of the difficulties of transportation, distance to smelters, 
and the low price of copper at the time these shafts and 
tunnels were being worked.

Cuts
Along the access road leading from the west side of Grays 
Gulch to the mineralized areas in the Gulch and near the 
southern end of Claim # 2 is an extensive cut across the 
width of the surface outcrop of the vein found in the Lower 
Tunnel.  A short distance to the east near the line between 
Claims # 2 and # 3 is another cut parallel to the strike of 
the mineralized vein and over 300 feet in length.  The 
cross-cut of the outcrop is some 200 feet above the Lower 
Tunnel:  the other cut is at a somewhat lesser height above 
the tunnel.

Both cuts carry copper mineralization at the surface along 
fractures, joints and to a lesser extent within the host 
rock.  Essentially all mineralization is in the form of the 
copper carbonates.  The vein is nearly vertical but dips 
slightly to the east:   The mineralization is of lower grade 
than that found in the Lower Tunnel because of surface 
leaching of the ore minerals although locally high-grade 
pockets of mineralization may be found along the trace of 
the vein.  The mineralized zone is silicified or in more 
siliceous rock than the surrounding country rock.  As a 
result, the vein can be traced for a considerable distance 
to the northeast:  to the southwest it is covered but 
probably extends to the mineralized bodies in the southern 
portion of the claim area which are exposed on the outcrop 
and whose presence is confirmed by the geochemical and 
geophysical work.  Above the Upper Tunnel on Claim # 3 an 
extensive cut has been made across the mineralized vein.  
The rock has been highly fractured and the fracture surfaces 
are coated with copper carbonates as well as other copper 
oxides.  The carbonate is not as well developed as elsewhere 
along the vein possibly due to greater leaching and a 
difference in the host-rock.  However, a good copper anomaly 
is present.

Pits, Minor Cuts and Other Workings
Throughout the claim area pits, minor cuts and other minor 
workings are found.  Many of these are assessment work


Mining And Processing 
Although well developed exposures of copper bearing rock are 
found at the surface, because of the steepness of the dip of 
the vein and its relatively narrow width, surface mining 
techniques will be limited and before long mining will have 
to be by underground methods.  If grade of rock is rich 
enough, it can be shipped directly to the smelter.  If it is 
not high enough, the copper contained in the rock will have 
to be concentrated.  Since the copper ore at the surface 
occurs in the form of oxides, concentration of it will be by 
means of leaching the copper from the ore.  Since the 
enclosing rock is not high in lime, leaching will probably 
be by sulfuric acid.  The copper will be removed from the 
sulfate solution by passing it over scrap iron scrap 
aluminum to produce "cement copper" which can then be 
shipped to a smelter for further refining or it may be 
shipped directly to a consumer of cement copper such as some 
of the brass manufacturing companies. 

As mining proceeds to depth, the content of copper sulfides 
could increase as the primary and/or secondary copper 
mineralization is reached and the zone of oxidation is left 
behind.  These sulfides will be concentrated by means of 
flotation.  If assays indicate that gold and/or silver are 
present in high enough quantities to be worth extracting, 
provisions for taking them out can be made.


GILA GOLD PLACER MINING CLAIMS:

Gila Placer Mining Claims consist of  unpatented association 
mining claims covering 640 acres.  Cronus Corporation 
acquired the claims by way of mining deed on October 2, 
1996.   The claims lie along the prehistoric bed of which 
once was part of the Gila river.  The terrace gravel's are 
of auriferous origin, deposited by erosive agents, and are 
of a later flow than the Gila conglomerate.  This 
conglomerate forms the bed-rock or strates of gold 
concentration.  These gravel's no doubt are a remnant of an 
ancient river channel.  The channel may be traced by its 
exposed edges and rims in several places.  The gold is of 
ancient origin and is derived from the disintegration of the 
immeasurable gold-bearing quartz veins in the igneous rocks 
which are of the post-Paleozoic age.  There has been no 
previous mining on these claims.  The property is without 
reserves, and any activities to be undertaken would be 
exploratory in nature.

Location
The Gila Mining Group of Claims are located in the Safford 
Mining District, Graham County, State of Arizona.  The 
association placer claims are approximately 25 miles 
northeast of Safford, Arizona.

Access
The claims are reached via a graded county road that extends 
from Highway 666.  The forest road passes adjacent to the 
northern end of the claims.

Relief and Topography
The elevation of the area is approximately 4600 feet above 
sea level.  Relief in the claim area ranges from 50 feet to 
over 1000 feet.  The claims are located in an area of rugged 
topography characterized by canyons and steep tributary 
valleys.

Weather and Climate
Weather is typically semi-arid.  At no time of the year will 
climate cause a serious problem.  Rainfall occurs chiefly in 
summer as thunderstorms.  These can cause damage to roads 
and structures if they are not properly engineered.

Water and Power
There is no electrical power or water in the claim area.  It 
will have to be generated at the mine site and wells 
drilled.

Mills, Smelter and Similar Facilities
No mills, smelter or related facilities are available in the 
claim area.  Concentrates or any direct shipping of are 
would be trucked off-site to a processing plant.

TITLE TO MINING PROPERTIES

Cronus Corporation's only significant assets as of March 15, 
1997, consists of its possessory interest in the Black 
Diamond group of mining claims and the Gila Gold Placer 
mining claims, all of which consist of unpatented mining 
claims.  The validity of all unpatented mining claims is 
dependent upon various inherent uncertainties and conditions 
that may prevent a fee title in the usual sense from 
existing or vesting.

Unpatented mining claims, when properly is located, staked 
and posted according to regulation, give the claimant 
possessory right only.  Possessory title to an unpatented 
claim, when validly initiated, endures unless lost through 
abandonment or through a forfeiture which results from an 
adverse location made while the prior location is in default 
with respect to the performance of annual assessment work.  
Because many of these factors involve findings of fact, 
title validity cannot be determined solely from an 
examination of the record.

The continued validity of the Black Diamond and Gila 
unpatended mining claims is subject to many contingencies, 
including the available of land for the location at the time 
location is made, the making of valid mineral discoveries 
within the boundary of each claim, the compliance with all 
regulations, both state and federal, for locating claims, 
and the performance of annual assessment work which is 
currently in the amount of $100.00 per claim.  Failing 
satisfaction of the requirements, the claims are subject to 
cancellation by the United States upon finding of no valid 
discovery and, perhaps, upon failure to perform annual 
assessment work.  Failure to perform annual assessment work 
subjects the claimant to the risk of  forfeiture of rights 
through valid subsequent locations by others or through 
cancellation by the government agency involved.

In addition, the Company acquired its possessory interests 
in the Black Diamond and Gila Gold Placer claims through 
quit-claim deeds.  Pursuant to a quit-claim deed, the 
transfer of an interest in property transfers whatever 
right, title and interest it may have in and to the property 
without representation or warranty as the extent of such 
right, title and interest or as to the absence of adverse 
claims.  Thus, the Company's claims is dependent upon the 
validity, extent and quality of the transferor's right, 
title and interest in and to such claims.  The Company does 
not have any information regarding the nature of its 
transferor's right, title and interest in and to the Black 
Diamond and Gila Gold Placer claims, nor has the Company 
received any warranties of title, title opinions or policies 
of title insurance.  As a result, the legal status of the 
Company's right, title and interest, if any, in and to these 
claims is currently uncertain.

ITEM 3. Legal Proceedings.

Cronus, f.n.a. TR-3 Industries, Inc., was in Chapter 7 
bankruptcy from 1982 through 1992. The Company had no 
operations and substantially no assets or liabilities through 
November 1995. During 1997, legal counsel informed management 
that liabilities previously believed to be discharged in 
bankruptcy had not been discharged.  These liabilities relate 
to the operations of the Company prior to 1982.  The Company 
has recorded a correction of an error in the accompanying 
financial statements and, accordingly has restated retained 
earnings (accumulated deficit) at December 31, 1993.  The 
adjustment had no effect on net income, net income after 
taxes, or earnings per share for the years ended December 31, 
1995, 1994 or 1993.  Management is currently investigating 
the possibility of the expiration of the statute of 
limitations relating to these liabilities; however, the full 
amount of the undischarged debts have been included in 
current liabilities in the accompanying balance sheet.

The Company is subject to a number of lawsuits and claims 
(some of which involve substantial amounts) arising out of 
the conduct of its business prior to 1982.  Although the 
Company does not currently possess sufficient information to 
reasonably estimate the amounts of liabilities to be 
recorded, they may be significant to the results of 
operations.  


ITEM 4. Submission of Matters to a Vote of Security Holders.


Cronus Corporation has not submitted any matter to vote of 
security holders during the period of this report.

PART II

ITEM 5. Market for Registrant's Common Equity and Related 
Stockholders Matters.

The common stock of the Company was authorized for trading 
on the NASDAQ OTC Bulletin Board on March 5, 1996, under the 
symbol CRON.  The quarterly high and low prices for 1996 are 
as follows:

             				High			Low

First Quarter	 	$0.00			$0.00
Second Quarter		$3.25			$1.50
Third Quarter	 	$2.00			$0.50
Fourth Quarter		$1.81			$0.62


The foregoing are over-the-counter market quotations obtain 
through PC Quotes, which may reflect inter-dealer prices, 
without retail mark-up, mark-down or commission and may not 
represent actual transactions.

As of February 28, 1997, there are approximately 173 record 
holders of the Company's common stock.  The Company has not 
declared any dividends during the period of this report, and 
does not anticipate declaring any dividends in the 
foreseeable future.


ITEM 6. Management's Discussion and Analysis of Financial 
Condition and Results of Operation.

The Company has had no operational history since 1988.  
There has been limited operations this fiscal year as the 
Company acquired its operations in December, 1995.  The 
historical operations of both the AGAA and PBAA were 
cyclical in nature.  Revenues and expenses are concentrated 
around events which take place at various times through the 
fiscal year.  As the company entered the natural resources 
market in March of 1996, and sold AGAA, PBAA and TGII, the 
Company has embarked upon a new direction focusing on the 
acquisition, development and management of natural 
resources.

Financial Requirements and Source of Funds.
As the Company currently has no revenue producing assets, 
the Company will seek to acquire a business with an income 
stream sufficient to cover basic operating expenses of the 
Company, through its exploratory period, of $250,000 for 
1997.  The Company intends to issue shares of the Company's 
stock in order to acquire such a business.  Thereafter, the 
Company will need to raise $100,000 in order to conduct 
seismic survey and bulk sampling of the Gila Gold Placer 
Project.  The Company intends to raise such funds through 
the sale of its stock.  Any additional financing that may be 
required could be sought through the issuance of additional 
shares of the Company's Common Stock or other equity 
securities, through debt financing, or through various 
arrangements, including joint ventures and/or mergers, with 
third parties.  However, the Company currently has no 
commitments for any type of funding, and there is no 
assurance that the Company could obtain such financing if 
and when needed.


ITEM 7. Financial Statements.

Audited Balance Sheet for 1995.
See Item 13


ITEM 8. Changes in and Disagreements with Accountants on 
Accounting and Financial Disclosure.

See 8-K filed on November 7, 1996.

PART III

ITEM 9. Directors and Executive Officers of the Registrant.

At the time the Company's Chapter 7 case was concluded in 
1991, the Company's board of directors consisted of seven 
persons, all of whom resigned on or prior to July 14, 1992, 
other than Jeanette Bowen, who remained as a director, 
pursuant to the Company's by-laws, until the election and 
qualification of a successor.  On or prior to July 14, 1992, 
all of the Company's officers resigned from their respective 
positions, other than Jeanette Bowen, who remained as the 
sole officer of the Company.

The Company's shareholders have not met for an annual or 
other meeting since October 23, 1990.  Consequently, in 
accordance with the Company's by-laws, Jeanette Bowen 
continued as the sole director of the Company until December 
21, 1994, at which time she acted to appoint Jonathan 
Roberts as president, and as a director, filling one of the 
vacant directorships in accordance with the Company's by-
laws.

After making such appointment, on December 14, 1995, 
Jeanette Bowen resigned as director with the result that 
Jonathan Roberts became the sole director of the Company.  
On July 22, 1996, Mr. Roberts, acting as sole director of 
the Company, appointed George Hennessey and Kevin Sherlock 
to be Directors of the Company, filling two of the vacant 
directorships in accordance with the Company's by-laws.  
Also on July 22, 1996, Kevin Sherlock was appointed as 
secretary of the Company.

The Company intends to call a meeting of shareholders for 
the purpose of electing directors and taking other action 
with respect to other matters as promptly as practicable 
after it has prepared and distributed to shareholders an 
annual report of the Company for the most recently ended 
fiscal year.  Following the election of such directors, such 
directors will take action to appoint officers of the 
Company.

The following table shows the positions held by the 
Company's officers and directors.  The directors were 
appointed and will serve until the next annual meeting of 
the Company's shareholders, and until their successors have 
been elected and have qualified.  The officers were 
appointed to their positions, and continue in such 
positions, at the discretion of the directors.

NAME			         	AGE			POSITION			TERM
Jonathan Roberts 	38			President 		*	
						                	Director 

George Hennessey 	51 		Director		 	*

Kevin Sherlock 	  35 		Secretar	  	*
						                	Director

*The original terms of office of each of the Company's 
directors have expired, and each director is serving in such 
capacity until the next meeting of the Company's 
shareholders and until his successor has been elected and 
qualified.

JONATHAN ROBERTS, was appointed a director in 1994, and was 
appointed as President in December , 1994.  In addition to 
his management position with the Company, Mr. Roberts has 
been the General Manager of R K Management Group L. C. since 
1993. Prior to 1993, Mr. Roberts owned and managed 
businesses related to health, sports and travel.

GEORGE HENNESSEY, was appointed a director in July, 1996.  
He has been a geological consultant since 1977.  As a 
geological consultant, and in some instances as 
owner/operator, Mr. Hennessey has consulted for several 
major mining companies,  at various exploration, development 
and production levels of involvement regarding surface, 
underground and offshore precious metals and base metal 
deposits and mill tailing recovery undertakings.

KEVIN SHERLOCK, was appointed a director and the Secretary 
in July, 1996.  He has been a practicing attorney since 
1988.  Mr. Sherlock practiced aviation law and insurance 
defense litigation in Washington D.C. until 1993, when he 
then opened a solo practice assisting small businesses with 
various matters, including mergers and acquisitions.

Based solely upon a review of Forms 3 and 4 and amendments 
thereto furnished to the Company during its most recent 
fiscal year, and Form 5 and amendments thereto furnished to 
the Company with respect to its most recent fiscal year, and 
any written representation received by the Company, there is 
no person, except as disclosed below, who was a director, 
officer, or beneficial owner of more than 10 percent of any 
class of equity securities of the Company pursuant to 
Section 12 of the Exchange Act that failed to file on a 
timely basis reports required by Section 16(a) of the 
Exchange Act during the most recent fiscal year.

Based on the foregoing review, the Company believes the 
following persons failed to file on a timely basis reports 
required by Section 16(a) of the Exchange Act:
Messrs. Roberts and Sherlock  filed late reports identifying 
3 transactions that were not reported on a timely basis.

ITEM 10. Executive Compensation.

In 1995 there was no cash compensation for officers and 
directors for performance of their duties.  Mr. Roberts was 
issued 1,000,000 shares of Common Stock of the Company in 
consideration of his services in 1995.  Also, as part of the 
company's Executive Long-term Stock Investment Plan, Mr. 
Roberts was granted an option to purchase 2,000,000 shares 
of Common Stock, which was exercised in 1996.  Pursuant to 
the Executive Long-term Stock Investment Plan, Mr. Roberts 
was granted an option in 1997 to purchase 500,000 shares of 
Common Stock of the Company.

In 1996, Mr. Roberts also entered into a employment 
agreement with the company for $175,000 per year, of which 
$100,000 is deferred until the company obtains additional 
operating funds.  Mr. Roberts received total cash 
compensation of  $18,000.00 in 1996.

In 1996, Cronus Corporation entered into an employment 
agreement with Mr. Sherlock for $48,000 per year.  Also, as 
part of the company's Executive Long-term Stock Investment 
Plan, Mr. Sherlock was granted the option to purchase 
550,000 shares of the Company's Common Stock.  Mr. Sherlock 
received employee compensation of $10,500.00, and $3,186.78 
in consulting and expense reimbursement, for a total cash 
compensation of $13,686.78 in 1996.

The Company is currently negotiating a consulting agreement 
with its chief geological consultant, Mr. George Hennessey.  
Mr. Hennessey received a total cash compensation of 
$26,180.26, in consulting fees and expense reimbursement in 
1996.

ITEM 11. Security Ownership of Certain Beneficial Owners and 
Management.

The following table sets forth, as of February 28, 1997, 
information regarding the beneficial ownership of shares of 
the Company's Common Stock by each person known by the 
Company to own five percent or more of the outstanding 
shares of the Company's Common Stock, by each of the 
officers and directors, and by the officers and directors as 
a group.

Name and Address of			Amount of			Percent
Security Ownership of		Beneficial		of
Certain Beneficial Owners	Ownership			Class 

Richard J. DeBernardis		 750,000			6.5%
4042 N. Pontatoc Road
Tucson, Arizona  85718

Bartaca Inc.				         700,000			6.1%
800 S. Wells
Chicago, Illinois  60606

Franklin Cook			  	      642,300			5.6%
800 S. Wells
Chicago, Illinois  60606

Ownership of Management:

Jonathan Roberts			    3,500,000*		29%
President and Director
660 S. Freeman Rd.
Tucson, Arizona  85748

Kevin Sherlock				      550,000**		4.6%
43 E. 2nd Street
Tucson, Arizona  85705

All Directors and Officers	4,050,000* **		33%

*Includes option to purchase 50,000 shares.
**Includes option to purchase 550,000 shares.

ITEM 12. Certain Relationships and Related Transactions.

No officer, director, nominee for election as a director, or 
associate of such officer, director or nominee is or has 
been in debt to the Company during the last fiscal year.

PART IV

ITEM 13. Exhibits, Financial Statements Schedules and 
Reports on Form 8-K.

Exhibits.

1.  The Company's Articles of Incorporation, as amended.
2.  The Company's By-Laws, as amended.
3.  The Company's Executive long-term Stock Investment Plan.
4.  Employment Contract of Jonathan Roberts.
5.  Employment Contract of Kevin Sherlock.
6.  8-K of November 7, 1996 regarding change in certifying 
accountant.
7.  List of subsidiaries.
8.  Consent of auditors.

Financial Statements and Financial Statement Schedules.

(a)	Independent Auditor's Report.
(b)	Balance Sheet December 31, 1995.
(c)	Statement of Operations for the years ended December 
	31, 1995 and 	1994.
(d)	Statement of Changes in Stockholders' Deficit for the 
	years ended December 31, 1995 and 1994.
(e)	Statement of Cash Flows for the years ended December 
	31, 1995 and 1994.
(f)	Notes to Financial Statements.


Reports on Form 8-K.

There were two reports on Form 8-K filed during the fiscal 
quarter ending December 31, 1995. The dates of the reports 
were November 30, 1995 and December 13, 1995.

The 8-K report filed on November 30, 1995 included audited 
financial statements for  PBAA, AGAA and TGI Inc., with a 
consolidated pro forma for the Company. The items included 
are as follows:

Item 1. Changes in Control of Registrant. 
Item 2. Acquisition or Disposition of Assets. 
Item 5. Other Events.

The 8-K report filed on December 13, 1995 included the 
following items:

Item 1. Change in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.

During the fiscal quarter ending on March 31, 1996, two 
reports on form 8-K were filed, February 12, 1996 and March 
7, 1996.

The 8-K report filed of February 12, 1996 contained item 7.  
The 8-K report filed on March 7, 1996 contained the 
following items:

Item 2. Acquisition or Disposition of Assets.
Item 5. Other Events.

During the fiscal quarter ending on June 30, 1996, one 8-K 
report was filed on May 23, 1996 containing the following 
items:

Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Item 5. Other Events.
Item 7. Financial Statements and Exhibits.

During the fiscal quarter ending on September 30, 1996, one 
8-K report was filed on July 31, 1996 containing the 
following Items:

Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Item 5. Other Events.
Item 7. Financial Statements and Exhibits.

During the fiscal quarter ending on December 31, 1996, two 
8-K reports were filed, on November 7, 1996 and on December 
20, 1996.

The 8-K report filed on November 7, 1996 contained Item 4, 
Changes in Registrant's Certifying Accountant.

The 8-K report filed on December 20, 1996 contained the 
following Items:

Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the registrant has duly 
caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

CRONUS CORPORATION
DATE: April 2, 1997
Kevin M. Sherlock, Secretary and Director
On behalf of the Board of Directors.

Pursuant to the requirements of the Securities Exchange Act 
of 1934, this report has been signed below by the following 
persons on behalf of the registrant and in the capacities 
and on the dates indicated.

Date: April 2, 1997 By:

/s/
Jonathan Roberts, President and Director



Date: April 2, 1997 By:


/s/
Kevin M. Sherlock, Secretary and Director

CRONUS CORPORATION




















Exhibits.

1.  The Company's Articles of Incorporation, as amended.
2.  The Company's By-Laws, as amended.
3.  The Company's Executive long-term Stock Investment Plan.
4.  Employment Contract of Jonathan Roberts.
5.  Employment Contract of Kevin Sherlock.
6.  8-K of November 7, 1996 regarding change in certifying 
    accountant.
7.  List of subsidiaries.
8.  Consent of auditors.

Financial Statements and Financial Statement Schedules.

(a)	Independent Auditor's Report.
(b)	Balance Sheet December 31, 1995.
(c)	Statement of Operations for the years ended December 	31, 1995 and 
   	1994.
(d)	Statement of Changes in Stockholders' Deficit for the 	years 
    ended December 31, 1995 and 1994.
(e)	Statement of Cash Flows for the years ended December 	31, 1995 and 
    1994.
(f)	Notes to Financial Statements.




Exhibit 1.
ARTICLES OF INCORPORATION

OF

CRONUS CORPORATION

AS AMENDED

*    *    *    *


We, the undersigned, have voluntarily associated 
ourselves together for the purpose of forming a corporation 
under the laws of the State of Nevada relating to private 
corporations, and to that end do hereby adopt articles of 
incorporation as follows:

ARTICLE ONE.  [Name].  The name of the corporation is:

			Cronus Corporation

ARTICLE TWO.  [Location].  The address of the corporation's 
principal office is Suite 1400 First National Bank Building, 
One East First Street, in the city of Reno, County of Washoe, 
State of Nevada.  The initial agent for service of process at 
that address is Nevada Agency and Trust Company.

ARTICLE THREE.  [Purposes].  The purposes for which the 
corporation is organized are to engage in any activity or 
business not in conflict with the laws of the State of Nevada 
or of the United States of America, and without limiting the 
generality of the foregoing, specifically:

I.  [Omnibus].  To have and to exercise all of the powers now 
or hereafter conferred by the laws of the State of Nevada 
upon corporations organized pursuant to the laws under 
which the corporation is organized and any and all acts 
amendatory thereof and supplemental thereto.
 
II.  [Develop, Manufacture And Sell].  To carry on the business 
of developing, manufacturing and selling resin glaze and 
polish, and formulating glazes and polishes of every form 
and description.
 
III.  [Real Property].  To purchase, or in any way acquire for 
investment or for sale or otherwise, lands, contracts, for 
the purchases or sale of lands, buildings, improvements, 
and any other real property of any kind or any interest 
therein, and as the consideration for same to pay cash or 
to issue the capital stock, debenture bonds, mortgage 
bonds, or other obligations of the corporation, and to 
sell, convey, lease, mortgage, deed of trust, turn to 
account, or otherwise deal with all or any part of the 
property of the corporation; to make and obtain loans upon 
real estate, improved or unimproved, and upon personal 
property, giving or taking evidences of indebtedness and 
securing the payment thereof by mortgage, trust deed, 
pledge or otherwise; and to enter into contracts to buy or 
sell any property, real or personal; to buy or sell 
mortgages, trust deeds, contracts, and evidences of 
indebtedness; to purchase or otherwise acquire, for the 
purpose of holding or disposing of the same, real or 
personal property of every kind and description, including 
the good will, stock, rights, and property of any person, 
firm, association, or corporation; and to draw, make, 
accept, endorse, discount, execute and issue promissory 
notes, bills of exchange, warrants, bonds, debentures and 
other negotiable or transferable instruments, or 
obligations of the corporation, from time to time, for any 
of the objects or purposes of the corporation without 
restriction or limit as to amount.
   
IV.  [Carrying On Business Outside State].  To conduct and 
carry on its business or any branch thereof in any state 
or territory of the United States or in any foreign 
country 
 in conformity with the laws of such state, territory, or 
foreign country, and to have and maintain in any state, 
territory, or foreign country a business office, plant, 
store or other facility.
 
V.  [Purposes To Be Construed As Powers].  The purposes 
specified herein shall be construed both as purposes and 
powers and shall be in no wise limited or restricted by 
reference to, or inference from, the terms of any other 
clause in this or any other article, but the purposes and 
powers specified in each of the clauses herein shall be 
regarded as independent purposes and powers, and the 
enumeration of specific purposes and powers shall not be 
construed to limit or restrict in any manner the meaning 
of general terms or of the general powers of the 
corporation; nor shall the expression of one thing be 
deemed to exclude another, although it be of like nature 
not expressed.

ARTICLE FOUR.  [Capital Stock].  The corporation shall have 
authority to issue an aggregate of 40,000,000 shares of 
capital stock having a par value of $0.001 per share.

	The holders of shares of capital stock of the 
corporation shall not be entitled to preemptive or 
preferential rights to subscribe to any unissued stock or any 
other securities which the corporation may now or hereafter 
be authorized to issue.

	The corporation's capital stock may be issued and sold 
from time to time for such consideration as may be fixed by 
the Board of Directors, provided that the consideration so 
fixed is not less than par value.

	The stockholders shall possess cumulative voting rights 
at all shareholders' meetings called for the purpose of 
electing a Board of Directors.

ARTICLE FIVE.  [Directors].  The affairs of the corporation 
shall be governed by a Board of Directors of three (3) 
persons.  All decisions of the Board must have unanimous 
consent of the Directors.  The names and addresses of the 
members of the first Board of Directors are:

	NAME AND ADDRESS			TITLE

	Thomas J. Neavitt				President
2207 Crestview Circle
Brea, CA  92621

Franklin C. Cook				Vice-President
2390 Lorain Road
San Marino, CA  91108

Jack A. Birnbaum				Vice-President
2226 Shadetree Circle
Brea, CA  92621

Robert L. Meester				Director
1831 Calle Don Guillermo
La Habra, CA  90631

R.  Wright					Director
8440 Fountain Ave., #105
Los Angeles, CA  90069

Gene Keefner					Director
2674 Dawson Avenue
Signal Hill, CA  90806

William Buck					Director
937 N. Miller Drive
Tucson, Arizona  85710

ARTICLE SIX.  [Incorporators].  The name and address of each 
incorporator of the company is as follows:

	NAME						ADDRESS

Thomas J. Neavitt				2207 Crestview Circle
						Brea, CA  92621

Franklin C. Cook				2390 Lorain Road
						San Marino, CA  91108

Jack A. Birnbaum				2226 Shadetree Circle
						Brea, CA  92621

ARTICLE SEVEN.  [Period of Existence].  The period of 
existence of the corporation shall be perpetual.

ARTICLE EIGHT.  [Assessment of Stock].  The capital stock of 
the corporation, after the amount of the subscription price 
or par value has been paid in, shall not be subject to pay 
debts of the corporation, and no paid up stock and no stock 
issued as fully paid up shall be assessable or assessed.

ARTICLE NINE.  [By-Laws].  The initial By-Laws of the 
corporation shall be adopted by its Board of Directors.  The 
power to alter, amend or repeal the By-Laws, or to adopt new 
By-Laws, shall be vested in the Board of Directors, except as 
otherwise may be specifically provided in the By-Laws.

ARTICLE TEN.  [Stockholders' Meetings].  Meetings of 
stockholders shall be held at such place within or without 
the State of Nevada as may be provided by the By-Laws of the 
corporation.  Special meetings of the stockholders may be 
called by the President or any other executive office of the 
corporation, the Board of Directors, or any member thereof, 
or by the record holder or holders of at least ten percent 
(10%) of all shares entitled to vote at the meeting.  Any 
action otherwise required to be taken at a meeting of the 
stockholders, except election of directors, may be taken 
without a meeting if a consent in writing, setting forth the 
action so taken, shall be signed by stockholders having at 
least a majority of the voting power.

ARTICLE ELEVEN.  [Contracts of Corporation].  No contract or 
other transaction between the corporation and any other 
corporation, whether or not a majority of the shares of the 
capital stock of such other corporation is owned by this 
corporation, and no act of this corporation shall in any way 
be affected or invalidated by the fact that any of the 
directors of this corporation are pecuniarily or otherwise 
interested in, or are directors or officers of such other 
corporation.  Any director of this corporation, individually, 
or any firm of which such director may be a member, may be a 
party to, or any be pecuniarily or otherwise interested in 
any contract or transaction of the corporation; provided, 
however, that the fact that he or such firm is so interested 
shall be disclosed or shall have been known to the Board of 
Directors of this corporation, or a majority thereof; and any 
director of this corporation who is also a director or 
officer of such other corporation, or who is so interested, 
may be counted in determining the existence of a quorum at 
any meeting of the Board of Directors of this corporation 
that shall authorize such contract or transaction, with like 
force and effect as if he were not so interested.

	IN WITNESS WHEREOF, the undersigned incorporators have 
hereunto fixed their signatures at Orange, California, this 
8th day of August, 1979.

/s/
Thomas J Neavitt

/s/
Franklin C. Cook

/s/
Jack A. Birnbaum


Exhibit 2.

BY-LAWS
OF
CRONUS CORPORATION
AS AMENDED

ARTICLE 1
OFFICES

1. Registered or Statutory Office, and Agent or Clerk. 
The registered or statutory office of the corporation in the 
state of incorporation is 502 E. John Street, Carson City, 
NV  89706-3078. The registered, statutory or resident agent 
of the corporation at such office is CSC/Prentice Hall.

2. Other Places of Business. Branch or subordinate 
offices or places of business may be established at any time 
by the Board of Directors at any place or places where the 
corporation is qualified to do business.

ARTICLE 2

SHAREHOLDERS

	1. Annual Meeting. The annual meeting of 
shareholders shall be held upon not less than ten (10) nor 
more than fifty (60) days written notice of the time, place 
of the meeting, at one o'clock p.m. on the first day of the 
sixth month of each year at the principal office of the 
corporation or at such other time and place as shall be 
specified in the notice of meeting, in order to elect 
directors and transact such other business as shall come 
before the meeting, including the election of any officers 
as required by law. If that date is a legal holiday, the 
meeting shall be held at the same hour on the next 
succeeding business day.

2. Special Meetings. A special meeting of shareholders 
may be called for any purpose by the holders of not less 
then ten percent (10%) of the voting stock or the President 
or the Board of Directors or as permitted by law.  Actions 
taken at such meetings shall have the approval of at least a 
majority of voting shareholders.

3. Action Without Meeting. The shareholders may act 
without a meeting if, prior or subsequent to such action, at 
least a majority of shareholders shall consent in writing to 
such action. Such written consent or consents shall be filed 
in the minute book.

4. Quorum. The presence at a meeting in person or by 
proxy of the holders of shares entitled to cast a majority 
of all shares issued and outstanding shall constitute a 
quorum.


5 Record Date. The record date for all meetings of
shareholders shall be as fixed by the Board of Directors or 
as provided by statute.




ARTICLE 3

BOARD OF DIRECTORS

1. Number and Term of Office. The Board of Directors 
shall consist of at least one member.  Each director shall be 
elected by the shareholders at each annual meeting and shall 
hold office until the next annual meeting of shareholders and 
until that director's successor shall have been elected and 
qualified.

2. Regular Meetings. A regular meeting of the Board 
shall be held without notice immediately following and at the 
same place as the annual shareholders' meeting for the 
purpose of electing officers and conducting such other 
business as may come before the meeting.  The Board, by 
resolution, may provide for additional regular meetings which 
may be held without notice, except to members not present at 
the time of the adoption of the resolution.

3. Special Meetings. A special meeting of the Board may 
be called at any time by the president or by a majority of 
the directors for any purpose. Such meeting shall be held 
upon not less than two (2) days notice if given orally, 
(either by telephone or in person), or by telegraph, or upon 
not less than ten (10) days notice if given by depositing 
the notice in the United States mail, postage prepaid. Such 
notice shall specify the time, place and purpose of the 
meeting.

4. Action Without Meeting. The Board may act without a 
meeting if, prior to such action, each member of the Board 
shall consent in writing thereto. Such consent or consents 
shall be filed in the minute book.

5. Quorum. A majority of the entire Board shall 
constitute a quorum for the transaction of business.

6. Vacancies in Board of Directors. Vacancies in the 
Board, whether caused by removal, death, mental or physical 
incapacitation or any other reason, including vacancies 
caused by an increase in the number of directors, may be 
filled by the affirmative vote of a majority of the 
remaining directors, even though less than a quorum of the 
Board, or by a sole remaining director.

ARTICLE 4

WAIVERS OF NOTICE

Any notice required by these By-Laws, the certificate of 
incorporation or the law of the state of incorporation may 
be waived in writing by any person entitled to notice. The 
waiver or waivers may be executed either before, at or after 
the event with respect to which notice is waived. Each 
director or shareholder attending a meeting without 
protesting the lack of proper notice, prior to the 
conclusion of the meeting, shall be deemed conclusively to 
have waived such notice.







ARTICLE 5

OFFICERS

1. Election. At its regular meeting following the 
annual meeting of shareholders, the Board shall elect a 
president, a treasurer, and a secretary and such other 
officers, including one or more vice presidents, as it shall 
deem necessary. One person may hold two or more offices, but 
not person shall hold the offices of president and secretary 
or clerk at the same time.

2. Duties and Authority of President. The president 
shall be chief executive officer of the corporation. Subject 
only to the authority of the Board, he shall have general 
charge and supervision over, and responsibility for, the 
business and affairs of the Corporation. Unless otherwise 
directed by the Board, all other officers shall be subject 
to the authority and supervision of the president. The 
president may enter into and execute in the name of the 
corporation contracts or other instruments in the regular 
course of business which are authorized, either generally or 
specifically, by the Board. He shall have the general powers 
and duties of management usually vested in the office of 
president of a corporation.

3. Duties and Authority of Vice President. The vice 
president shall perform such duties and have such authority 
as from time to time may be delegated to him by the 
president or by the Board. In the event of the absence, 
death, inability or refusal to act by the president, the 
vice president shall perform the duties and be vested with 
the authority of the president.

4. Duties and Authority of Treasurer. The treasurer 
shall have the custody of the funds and securities of the 
corporation and shall keep or cause to be kept regular books 
of account for the corporation. The treasurer shall perform 
such other duties and possess such other powers as are 
incident to that office or as shall be assigned by the 
president or the Board.

5. Duties and Authority of Secretary. The secretary 
shall cause notices of all meetings to be served as 
prescribed in these By-Laws and shall keep or cause to be 
kept the minutes of all meetings of the shareholders and the 
Board. The secretary shall have charge of the seal of the 
corporation. The secretary shall perform such other duties 
and possess such other powers as are incident to that office 
or as are assigned by the president or the Board.

6. Removal of Officers. The Board may remove any 
officer or agent of the corporation if such action, in the 
judgment of the Board, is in the best interest of the 
corporation. Appointment or election to a corporate office 
shall not, of itself, establish or create contract rights.

7. Vacancies in Offices. The Board, in its absolute 
discretion, may fill all vacancies in offices, regardless of 
the cause of such vacancies, for the remainder of the terms 
of the offices.


ARTICLE 6

AMENDMENTS TO AND EFFECT OF BYLAWS

FISCAL YEAR

1. Force and Effect of By-Laws. These By-Laws are 
subject to the provisions of the law of the State of Nevada 
and the corporation's certificate of incorporation, as it 
may be amended from time to time. If any provision in these 
By-Laws is inconsistent with a provision in the state 
statutes or the certificate of incorporation, the provision 
of the state statutes or the certificate of incorporation 
shall govern.

2. Amendments to By-Laws. These By-Laws may be altered, 
amended or repealed by the Board of Directors. The 
shareholders may reserve for themselves the right to alter, 
amend, or repeal the Bylaws. Any By-Law adopted, amended or 
repealed by the shareholders may be amended or repealed by 
the Board, unless the resolution of the shareholders 
adopting such By-Law expressly reserves to the shareholders 
the right to amend or repeal it.

3. Fiscal Year. The fiscal year of the corporation 
shall end on the last day of December of each year.


Exhibit 3.

CRONUS CORPORATION
Executive long-term Stock Investment Plan


ARTICLE I - GENERAL

1.01. Purpose.

The purposes of this Cronus Corporation, ("CRONUS"), 
Executive Long-term Stock Investment Plan (the "Plan") are 
to:
	
	(a) closely associate the interests of the management of 
CRONUS and its subsidiaries and affiliates (collectively 
referred to as the "Company") with the shareholders by 
reinforcing the relationship between participants' rewards 
and shareholder gains; 
	(b) provide management with an equity ownership in the 
Company commensurate with Company performance, as reflected 
in increased shareholder value; 
	(c) maintain competitive compensation levels; and 
	(d) provide an incentive to management for continuous 
employment with the Company.

1.02. Administration.

(a)  The Plan shall be administered by a Committee 
appointed by the Board of Directors of CRONUS (the 
"Committee"), as constituted from time to time.  The 
Committee shall consist of at least two members of the Board.  
During the one year prior to commencement of service on the 
Committee, the Committee members will not have participated 
in, and while serving and for one year after serving on the 
Committee, such members shall not be eligible for selection 
as persons to whom stock may be allocated or to whom stock 
options or stock appreciation rights may be granted under the 
Plan or any other discretionary plan of the Company under 
which participants are entitled to acquire stock, stock 
options or stock appreciation rights of the Company.  
(b)  The Committee shall have the authority, in its sole 
discretion and from time to time to:  (i) designate the 
employees or classes of employees eligible to participate in 
the Plan;  (ii) grant awards provided in the Plan in such 
form and amount as the Committee shall determine;  (iii) 
impose such limitations, restrictions and conditions upon any 
such award as the Committee shall deem appropriate;  and (iv) 
interpret the Plan, adopt, amend and rescind rules and 
regulations relating to the Plan, and make all other 
determinations and take all other action necessary or 
advisable for the implementation and administration of the 
Plan.
(c)  Decisions and determinations of the Committee on all 
matters relating to the Plan shall be in its sole discretion 
and shall be conclusive.  No member of the Committee shall be 
liable for any action taken or decision made in good faith 
relating to the Plan or any award thereunder.

1.03. Eligibility for Participation.

Participants in the Plan shall be selected by the Committee 
from the executive officers and other key employees of the 
Company who occupy responsible managerial or professional 
positions and who have the capability of making a substantial 
contribution to the success of the Company. In making this 
selection and in determining the form and amount of awards, 
the Committee shall consider any factors deemed relevant, 
including the individual's functions, responsibilities, value 
of services to the Company and past and potential 
contributions to the Company's profitability and sound 
growth.

1.04. Types of Awards Under Plan.

Awards under the Plan may be in the form of any one or more 
of the following:  (i) Stock Options, as described in Article 
II;  (ii) Incentive Stock Options, as described in Article 
III;  (iii) Reload Options, as described in Article IV;  (iv) 
Alternate Appreciation Rights, as described in Article V;  
and (v) Limited Rights, as described in Article VI.


1.05 Aggregate Limitation on Awards.

(a)  Shares of stock which may be issued under the Plan 
shall be authorized and unissued or treasury shares of Common 
Stock of CRONUS ("Common Stock").  The maximum number of 
shares of Common Stock which may be issued under the Plan 
shall be 5 million.  
(b)  For purposes of calculating the maximum number of 
shares of Common Stock which may be issued under the Plan:  
(i) all the shares issued (including the shares, if any, 
withheld for tax withholding requirements) shall be counted 
when cash is used as full payment for shares issued upon 
exercise of a Stock Option, Incentive Stock Option or Reload 
Option;  (ii) only the shares issued (including the shares, 
if any, withheld for tax withholding requirements) as a 
result of an exercise of Alternate Appreciation Rights shall 
be counted;  and (iii) only the net shares issued (including 
the shares, if any, withheld for tax withholding 
requirements) shall be counted when shares of Common Stock 
are used as full or partial payment for shares issued upon 
exercise of a Stock Option, Incentive Stock Option or Reload 
Option.
(c)  In addition to shares of Common Stock actually issued 
pursuant to the exercise of Stock Options, Incentive Stock 
Options, Reload Options or Alternate Appreciation Rights, 
there shall be deemed to have been issued a number of shares 
equal to the number of shares of Common Stock in respect of 
which Limited Rights (as described in Article VI) shall have 
been exercised.  
(d)  Shares tendered by a participant as payment for 
shares issued upon exercise of a Stock Option, Incentive 
Stock Option or Reload Option shall be available for issuance 
under the Plan. Any shares of Common Stock subject to a Stock 
Option, Incentive Stock Option or Reload Option which for any 
reason is terminated unexercised or expires shall again be 
available for issuance under the Plan, but shares subject to 
a Stock Option, Incentive Stock Option or Reload Option which 
are not issued as a result of the exercise of Limited Rights 
shall not again be available for issuance under the Plan.

1.06. Effective Date and Term of Plan.

(a) The Plan shall become effective on the date approved 
by the Board of Directors. 
(b) No awards shall be made under the Plan after the last 
day of the Company's 2000 fiscal year provided, however, that 
the Plan and all awards made under the Plan prior to such 
date shall remain in effect until such awards have been 
satisfied or terminated in accordance with the Plan and the 
terms of such awards.

ARTICLE II - STOCK OPTIONS

2.01. Award of Stock Options.

The Committee may from time to time, and subject to the 
provisions of the Plan and such other terms and conditions as 
the Committee may prescribe, grant to any participant in the 
Plan one or more options to purchase for cash or shares the 
number of shares of Common Stock ("Stock Options") allotted 
by the Committee. The date a Stock Option is granted shall 
mean the date selected by the Committee as of which the 
Committee allots a specific number of shares to a participant 
pursuant to the Plan. 

2.02. Stock Option Agreements. 

The grant of a Stock Option shall be evidenced by a written 
Stock Option Agreement, executed by the Company and the 
holder of a Stock Option (the "optionee"), stating the number 
of shares of Common Stock subject to the Stock Option 
evidenced thereby, and in such form as the Committee may from 
time to time determine.

2.03. Stock Option Price.

The option price per share of Common Stock deliverable 
upon the exercise of a Stock Option shall be 100 % of the 
fair market value of a share of Common Stock on the date the 
Stock Option is granted.

2.04. Term and Exercise.

Each Stock Option shall be fully exercisable six months 
from the date of its grant and unless a shorter period is 
provided by the Committee or by another Section of this Plan, 
may be exercised during a period of ten years from the date 
of grant thereof (the "option term").  No Stock Option shall 
be exercisable after the expiration of its option term. 

2.05. Manner of Payment.

Each Stock Option Agreement shall set forth the procedure 
governing the exercise of the Stock Option granted 
thereunder, and shall provide that, upon such exercise in 
respect of any shares of Common Stock subject thereto, the 
optionee shall pay to the Company, in full, the option price 
for such shares with cash or with previously owned Common 
Stock. 

2.06. Restrictions on Certain Shares.

As soon as practicable after receipt of payment, the 
Company shall deliver to the optionee a certificate or 
certificates for such shares of Common Stock.  The optionee 
shall become a shareholder of the Company with respect to 
Common Stock represented by share certificates so issued and 
as such shall be fully entitled to receive dividends, to vote 
and to exercise all other rights of a shareholder.  
Notwithstanding the foregoing, a number of shares of Common 
Stock received upon the exercise of the options shall be 
subject to certain restrictions.  The number of shares 
subject to the restrictions shall be equal to the total 
number of shares received in the exercise of the options 
minus (i) the number of shares which have a fair market value 
on the date of the option exercise equal to the total option 
price for all the shares received in the option exercise and 
(ii) the number of shares which have a fair market value on 
the date of the option exercise equal to the applicable 
federal, state and local withholding tax on the total option 
exercise and any brokerage commission or interest charges, if 
applicable, to the exercise.  The restrictions on these 
shares of Common Stock shall be as follows:
(a)  The optionee shall be prohibited from the sale, 
exchange, transfer, pledge, hypothecation, gift or other 
disposition of such shares of Common Stock until the earlier 
of the expiration of the option term or termination of the 
optionee's employment for any reason.  Notwithstanding the 
foregoing, such shares of Common Stock may be used as payment 
of the option price of shares issued upon the exercise of 
other Stock Options.
(b) The restrictions shall apply to any new, additional or 
different securities the optionee may become entitled to 
receive with respect to such shares by virtue of a stock 
split or stock dividend or any other change in the corporate 
or capital structure of the Company.
(c) Until such time as the restrictions hereunder lapse, 
the share certificate representing such shares shall contain 
a restrictive legend evidencing said restrictions. 
Alternatively, the optionee shall be required to deposit the 
share certificate with the Company or its agent, endorsed in 
blank or accompanied by a duly executed irrevocable stock 
power or other instrument of transfer.

2.07. Death of Optionee.

(a) Upon the death of the optionee, any rights to the 
extent exercisable on the date of death may be exercised by 
the optionee's estate, or by a person who acquires the right 
to exercise such Stock Option by bequest or inheritance or by 
reason of the death of the optionee, provided that such 
exercise occurs within both the remaining effective term of 
the Stock Option and one year after the optionee's death.
(b) The provisions of this Section shall apply 
notwithstanding the fact that the optionee's employment may 
have terminated prior to death, but only to the extent of any 
rights exercisable on the date of death.

2.08. Retirement or Disability.

Upon termination of the optionee's employment by reason of 
retirement or permanent disability (as each is determined by 
the Committee), the optionee may, within 36 months from the 
date of termination, exercise any Stock Options to the extent 
such options are exercisable during such 36-month period. 

2.09. Termination for Other Reasons.

Except as provided in Sections 2.07 and 2.08, or except as 
otherwise determined by the Committee, all Stock Options 
shall terminate upon the termination of the optionee's 
employment. 

2.10. Effect of Exercise.

The exercise of any Stock Option shall cancel that number 
of related Alternate Appreciation Rights and/or Limited 
Rights, if any, which is equal to the number of shares of 
Common Stock purchased pursuant to said option.


ARTICLE III - INCENTIVE STOCK OPTIONS

3.01. Award of Incentive Stock Options.

The Committee may, from time to time and subject to the 
provisions of the Plan and such other terms and conditions as 
the Committee may prescribe, grant to any participant in the 
Plan one or more "incentive stock options" (intended to 
qualify as such under the provisions of section 422 of the 
Internal Revenue Code of 1986, as amended ("Incentive Stock 
Options") to purchase for cash or shares the number of shares 
of Common Stock allotted by the Committee.  The date an 
Incentive Stock Option is granted shall mean the date 
selected by the Committee as of which the Committee allots a 
specific number of shares to a participant pursuant to the 
Plan.  Notwithstanding the foregoing, Incentive Stock Options 
shall not be granted to any owner of 10% or more of the total 
combined voting power of the Company and its subsidiaries.

3.02. Incentive Stock Option Agreements.

The grant of an Incentive Stock Option shall be evidenced 
by a written Incentive Stock Option Agreement, executed by 
the Company and the holder of an Incentive Stock Option (the 
"optionee"), stating the number of shares of Common Stock 
subject to the Incentive Stock Option evidenced thereby, and 
in such form as the Committee may from time to time 
determine.

3.03. Incentive Stock Option Price.

The option price per share of Common Stock deliverable 
upon the exercise of an Incentive Stock Option shall be 100% 
of the fair market value of a share of Common Stock on the 
date the Incentive Stock Option is granted.

3.04. Term and Exercise.

Each Incentive Stock Option shall be fully exercisable six 
months from the date of its grant and unless a shorter period 
is provided by the Committee or another Section of this Plan, 
may be exercised during a period of ten years from the date 
of grant thereof (the "option term").  No Incentive Stock 
Option shall be exercisable after the expiration of its 
option term.

3.05. Maximum Amount of Incentive Stock Option Grant.

The aggregate fair market value (determined on the date the 
option is granted) of Common Stock subject to an Incentive 
Stock Option granted to an optionee by the Committee in any 
calendar year shall not exceed $100,000.

3.06. Death of Optionee.

(a) Upon the death of the optionee, any Incentive Stock 
Option exercisable on the date of death may be exercised by 
the optionee's estate or by a person who acquires the right 
to exercise such Incentive Stock Option by bequest or 
inheritance or by reason of the death of the optionee, 
provided that such exercise occurs within both the remaining 
option term of the Incentive Stock Option and one year after 
the optionee's death.

(b) The provisions of this Section shall apply 
notwithstanding the fact that the optionee's employment may 
have terminated prior to death, but only to the extent of any 
Incentive Stock Options exercisable on the date of death.

3.07. Retirement or Disability.

Upon the termination of the optionee's employment by reason 
of permanent disability or retirement (as each is determined 
by the Committee), the optionee may, within 36 months from 
the date of such termination of employment, exercise any 
Incentive Stock Options to the extent such Incentive Stock 
Options were exercisable at the date of such termination of 
employment. Notwithstanding the foregoing, the tax treatment 
available pursuant to Section 422 of the Internal Revenue 
Code of 1986 upon the exercise of an Incentive Stock Option 
will not be available to an optionee who exercises any 
Incentive Stock Options more than (i) 12 months after the 
date of termination of employment due to permanent disability 
or (ii) three months after the date of termination of 
employment due to retirement. 

3.08. Termination For Other Reasons.

Except as provided in Sections 3.06 and 3.07 or except as 
otherwise determined by the Committee, all Incentive Stock 
Options shall terminate upon the termination of the 
optionee's employment.

3.09. Applicability of Stock Options Sections.

Sections 2.05, Manner of Payment; 2.06, Restrictions on 
Certain Shares; and 2.10, Effect of Exercise, applicable to 
Stock Options, shall apply equally to Incentive Stock 
Options.  Said Sections are incorporated by reference in this 
Article III as though fully set forth herein.


ARTICLE IV - RELOAD OPTIONS

4.01. Authorization of Reload Options.

Concurrently with the award of Stock Options and/or the award 
of Incentive Stock Options to any participant in the Plan, 
the Committee may authorize reload options ("Reload Options") 
to purchase for cash or shares a number of shares of Common 
Stock.  The number of Reload Options shall equal (i) the 
number of shares of Common Stock used to exercise the 
underlying Stock Options or Incentive Stock Options and (ii) 
to the extent authorized by the Committee, the number of 
shares of Common Stock used to satisfy any tax withholding 
requirement incident to the exercise of the underlying Stock 
Options or Incentive Stock Options.  The grant of a Reload 
Option will become effective upon the exercise of underlying 
Stock Options, Incentive Stock Options or Reload Options 
through the use of shares of Common Stock held by the 
optionee for at least 12 months.  Notwithstanding the fact 
that the underlying option may be an Incentive Stock Option, 
a Reload Option is not intended to qualify as an "incentive 
stock option" under Section 422 of the Internal Revenue Code 
of 1986.

4.02. Reload Option Amendment.

Each Stock Option Agreement and Incentive Stock Option 
Agreement shall state whether the Committee has authorized 
Reload Options with respect to the underlying Stock Options 
and/or Incentive Stock Options.  Upon the exercise of an 
underlying Stock Option, Incentive Stock Option or other 
Reload Option, the Reload Option will be evidenced by an 
amendment to the underlying Stock Option Agreement or 
Incentive Stock Option Agreement.

4.03. Reload Option Price.

The option price per share of Common Stock deliverable 
upon the exercise of a Reload Option shall be the fair market 
value of a share of Common Stock on the date the grant of the 
Reload Option becomes effective.

4.04. Term and Exercise.

Each Reload Option is fully exercisable six months from the 
effective date of grant.  The term of each Reload Option 
shall be equal to the remaining option term of the underlying 
Stock Option and/or Incentive Stock Option.

4.05. Termination of Employment.

No additional Reload Options shall be granted to 
optionee's when Stock Options, Incentive Stock Options and/or 
Reload Options are exercised pursuant to the terms of this 
Plan following termination of the optionee's employment.

4.06. Applicability of Stock Options Sections.

Sections 2.05, Manner of Payment;  2.06, Restrictions on 
Certain Shares;  2.07, Death of Optionee;  2.08, Retirement 
or Disability;  2.09, Termination for Other Reasons;  and 
2.10, Effect of Exercise, applicable to Stock Options, shall 
apply equally to Reload Options.  Said Sections are 
incorporated by reference in this Article IV as though fully 
set forth herein.  Value of a share of Common Stock on the 
date the option related to said Alternate Right was granted 
or became effective, as the case may be.


ARTICLE V-ALTERNATE APPRECIATION RIGHTS

5.01. Award of Alternate Rights.

Concurrently with or subsequent to the award of any Stock 
Option, Incentive Stock Option or Reload Option to purchase 
one or more shares of Common Stock, the Committee may, 
subject to the provisions of the Plan and such other terms 
and conditions as the Committee may prescribe, award to the 
optionee with respect to each share of Common Stock, a 
related alternate appreciation right ("Alternate Right"), 
permitting the optionee to be paid the appreciation on the 
option in lieu of exercising the option.

5.02. Alternate Rights Agreement.

Alternate Rights shall be evidenced by written agreements 
in such form as the Committee may from time to time 
determine.

5.03. Exercise.

An optionee who has been granted Alternate Rights may, from 
time to time, in lieu of the exercise of an equal number of 
options, elect to exercise one or more Alternate Rights and 
thereby become entitled to receive from the Company payment 
in Common Stock the number of shares determined pursuant to 
Sections 5.04 and 5.05.  Alternate Rights shall be 
exercisable only to the same extent and subject to the same 
conditions as the options related thereto are exercisable, as 
provided in this Plan.  The Committee may, in its discretion, 
prescribe additional conditions to the exercise of any 
Alternate Rights.

5.04. Amount of Payment.

The amount of payment to which an optionee shall be 
entitled upon the exercise of each Alternate Right shall be 
equal to 100% of the amount, if any, by which the fair market 
value of a share of Common Stock on the exercise date exceeds 
the fair market Rights shall terminate upon the termination 
of the optionee's employment or upon the death of the 
optionee.

5.05. Form of Payment.

The number of shares to be paid shall be determined by 
dividing the amount of payment determined pursuant to Section 
5.04 by the fair market value of a share of Common Stock on 
the exercise date of such Alternate Rights.  As soon as 
practicable after exercise, the Company shall deliver to the 
optionee a certificate or certificates for such shares of 
Common Stock.  All such shares shall be issued with the 
rights and restrictions specified in Section 2.06. 

5.06. Effect of Exercise.

The exercise of any Alternate Rights shall cancel an equal 
number of Stock Options, Incentive Stock Options, Reload 
Options and Limited Rights, if any, related to said Alternate 
Rights.

5.07. Retirement or Disability.

Upon termination of the optionee's employment (including 
employment as a director of the Company after an optionee 
terminates employment as an officer or key employee of the 
Company) by reason of permanent disability or retirement (as 
each is determined by the Committee), the optionee may, 
within six months from the date of such termination, exercise 
any Alternate Rights to the extent such Alternate Rights are 
exercisable during such six-month period.

5.08. Death of Optionee or Termination for Other Reasons.

Except as provided in Section 5.07, or except as otherwise 
determined by the Committee, all Alternate


ARTICLE VI - LIMITED RIGHTS

6.01. Award of Limited Rights.

Concurrently with or subsequent to the award of any Stock 
Option, Incentive Stock Option, Reload Option or Alternate 
Right, the Committee may, subject to the provisions of the 
Plan and such other terms and conditions as the Committee may 
prescribe, award to the optionee with respect to each share 
of Common Stock, a related limited right permitting the 
optionee, during a specified limited time period, to be paid 
the appreciation on the option in lieu of exercising the 
option ("Limited Right").

6.02. Limited Rights Agreement.

Limited Rights granted under the Plan shall be evidenced 
by written agreements in such form as the Committee may from 
time to time determine.

6.03. Exercise Period.

Limited Rights are exercisable in full for a period of 
seven months following the date of a Change in Control of 
Acquiring Company (the "Exercise Period");  provided, 
however, that Limited Rights may not be exercised under any 
circumstances until the expiration of the six-month period 
following the date of grant.  As used in the Plan, a "Change 
in Control" shall be deemed to have occurred if:
(a) individuals who were directors of Acquiring Company 
immediately prior to a Control Transaction shall cease, 
within one year of such Control Transaction, to constitute a 
majority of the Board of Directors of CRONUS (or of the Board 
of Directors of any successor to Acquired Company, or to all 
or substantially all of its assets), or
(b) any entity, person or Group other than CRONUS or a 
subsidiary of CRONUS acquires shares of CRONUS in a 
transaction or series of transactions that result in such 
entity, person or Group directly or indirectly owning 
beneficially fifty-one percent (51 %) or more of the 
outstanding shares.  

As used herein, "Control Transaction" shall be (i) any tender 
offer for or acquisition of capital stock of CRONUS, (ii) any 
merger, consolidation, or sale of all or substantially all of 
the assets of CRONUS which has been approved by the 
shareholders, (iii) any contested election of directors of 
CRONUS or (iv) any combination of the foregoing which results 
in a change in voting power sufficient to elect a majority of 
the Board of Directors of CRONUS As used herein, "Group" 
shall mean persons who act in concert as described in 
Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange 
Act of 1934, as amended.

6.04. Amount of Payment.

The amount of payment to which an optionee shall be 
entitled upon the exercise of each Limited Right shall be 
equal to 100% of the amount, if any, which is equal to the 
difference between the price per share of Common Stock 
covered by the related option on the date the option was 
granted and the Market Price of a share of such Common Stock. 
Market Price is defined to be the greater of (i) the highest 
price per share of the Company's Common Stock paid in 
connection with any Change in Control and (ii) the highest 
price per share of the Company's Common Stock reflected in 
the consolidated trading tables of the Wall Street Journal 
during the 60-day period prior to the Change in Control.

6.05. Form of Payment.

Payment of the amount to which an optionee is entitled 
upon the exercise of Limited Rights, as determined pursuant 
to Section 6.04, shall be made solely in cash.

6.06. Effect of Exercise.

If Limited Rights are exercised, the Stock Options, 
Incentive Stock Options, Reload Options and Alternate Rights, 
if any, related to such Limited Rights cease to be 
exercisable to the extent of the number of shares with 
respect to which the Limited Rights were exercised.  Upon the 
exercise or termination of the options, and Alternate Rights, 
if any, related to such Limited Rights, the Limited Rights 
granted with respect thereto terminate to the extent of the 
number of shares as to which the related options and 
Alternate Rights were exercised or terminated.

6.07. Retirement or Disability.

Upon termination of the optionee's employment (including 
employment as a director of this Company after an optionee 
terminates employment as an officer or key employee of this 
Company) by reason of permanent disability or retirement (as 
each is determined by the Committee), the optionee may, 
within six months from the date of termination, exercise any 
Limited Right to the extent such Limited Right is exercisable 
during such six-month period.

6.08. Death of Optionee or Termination for Other Reasons.

Except as provided in Sections 6.07 and 6.09, or except as 
otherwise determined by the Committee, all Limited Rights 
granted under the Plan shall terminate upon the termination 
of the optionee's employment or upon the death of the 
optionee.

6.09. Termination Related to a Change in Control. 

The requirement that an optionee be terminated by reason 
of retirement or permanent disability or be employed by the 
Company at the time of exercise pursuant to Sections 6.07 and 
6.08 respectively, is waived during the Exercise Period as to 
any optionee who (i) was employed by the Company at the time 
of the Change in Control and (ii) is subsequently terminated 
by the Company other than for just cause or who voluntarily 
terminates if such termination was the result of a good faith 
determination by the optionee that as a result of the Change 
in Control he is unable to effectively discharge his present 
duties or the duties of the position which he occupied just 
prior to the Change in Control.  As used herein "just cause" 
shall mean willful misconduct or dishonesty or conviction of 
or failure to contest prosecution for a felony, or excessive 
absenteeism unrelated to illness.


ARTICLE VII - MISCELLANEOUS

7.01. General Restriction.

Each award under the Plan shall be subject to the 
requirement that, if at any time the Committee shall 
determine that (i) the listing, registration or qualification 
of the shares of Common Stock subject or related thereto upon 
any securities exchange or under any state or Federal law, or 
(ii) the consent or approval of any government regulatory 
body, or (iii) an agreement by the grantee of an award with 
respect to the disposition of shares of Common Stock, is 
necessary or desirable as a condition of, or in connection 
with, the granting of such award or the issue or purchase of 
shares of Common Stock thereunder, such award may not be 
consummated in whole or in part unless such listing, 
registration, qualification, consent, approval or agreement 
shall have been effected or obtained free of any conditions 
not acceptable to the Committee.

7.02. Non-Assignability.

No award under the Plan shall be assignable or 
transferable by the recipient thereof, except by will or by 
the laws of descent and distribution.  During the life of the 
recipient, such award shall be exercisable only by such 
person or by such person's guardian or legal representative.

7.03. Withholding Taxes.

Whenever the Company proposes or is required to issue or 
transfer shares of Common Stock under the Plan, the Company 
shall have the right to require the grantee to remit to the 
Company an amount sufficient to satisfy any Federal, state 
and/or local withholding tax requirements prior to the 
delivery of any certificate or certificates for such shares.  
Alternatively, the Company may issue or transfer such shares 
of Common Stock net of the number of shares sufficient to 
satisfy the withholding tax requirements.  For withholding 
tax purposes, the shares of Common Stock shall be valued on 
the date the withholding obligation is incurred.

7.04. Right to Terminate Employment.

Nothing in the Plan or in any agreement entered into 
pursuant to the Plan shall confer upon any participant the 
right to continue in the employment of the Company or effect 
any right which the Company may have to terminate the 
employment of such participant.

7.05. Non-uniform Determinations.

The Committee's determinations under the Plan (including 
without limitation determinations of the persons to receive 
awards, the form, amount and timing of such awards, the terms 
and provisions of such awards and the agreements evidencing 
same) need not be uniform and may be made by it selectively 
among persons who receive, or are eligible to receive, awards 
under the Plan, whether or not such persons are similarly 
situated.

7.06. Rights as a Shareholder.

The recipient of any award under the Plan shall have no 
rights as a shareholder with respect thereto unless and until 
certificates for shares of Common Stock are issued to him.

7.07. Definitions.

In this Plan the following definitions shall apply: 
(a) "Subsidiary" means any corporation of which, at the 
time more than 50% of the shares entitled to vote generally 
in an election of directors are owned directly or indirectly 
by CRONUS or any subsidiary thereof.
(b) "Affiliate" means any person or entity which 
directly, or indirectly through one or more intermediaries, 
controls, is controlled by, or is under common control with 
CRONUS.
(c) "Fair market value" as of any date and in respect of 
any share of Common Stock means the closing price on such 
date or on the next business day, if such date is not a 
business day, of a share of Common Stock reflected in the 
consolidated trading tables of the Wall Street Journal or any 
other publication selected by the Committee, provided that, 
if shares of Common Stock shall not have been traded for more 
than 10 days immediately preceding such date or if deemed 
appropriate by the Committee for any other reason, the fair 
market value of shares of Common Stock shall be as determined 
by the Committee in such other manner as it may deem 
appropriate. In no event shall the fair market value of any 
share of Common Stock be less than its par value.
(d) "Option" means Stock Option, Incentive Stock Option 
or Reload Option.
(e) "Option price" means the purchase price per share of 
Common Stock deliverable upon the exercise of a Stock Option, 
Incentive Stock Option or Reload Option.

7.08. Leaves of Absence.

The Committee shall be entitled to make such rules, 
regulations and determinations as it deems appropriate under 
the Plan in respect of any leave of absence taken by the 
recipient of any award. Without limiting the generality of 
the foregoing, the Committee shall be entitled to determine 
(i) whether or not any such leave of absence shall constitute 
a termination of employment within the meaning of the Plan 
and (ii) the impact, if any, of any such leave of absence on 
awards under the Plan theretofore made to any recipient who 
takes such leave of absence.

7.09. Newly Eligible Employees.

The Committee shall be entitled to make such rules, 
regulations, determinations and awards as it deems 
appropriate in respect of any employee who becomes eligible 
to participate in the Plan or any portion thereof after the 
commencement of an award or incentive period. 

7.10. Adjustments.

In any event of any change in the outstanding Common Stock by 
reason of a stock dividend or distribution, recapitalization, 
merger, consolidation, split-up, combination, exchange of 
shares or the like, the Committee may appropriately adjust 
the number of shares of Common Stock which may be issued 
under the Plan, the number of shares of Common Stock subject 
to Options theretofore granted under the Plan, the option 
price of Options theretofore granted under the Plan, the 
amount of Restricted Stock Units theretofore awarded under 
the Plan, the performance targets referred to in Section 7.08 
and any and all other matters deemed appropriate by the 
Committee. 

7.11. Amendment of the Plan.

(a) The Committee may, without further action by the 
shareholders and without receiving further consideration from 
the participants, amend this Plan or condition or modify 
awards under this Plan in response to changes in securities 
or other laws or rules, regulations or regulatory 
interpretations thereof applicable to this Plan or to comply 
with stock exchange rules or requirements.
(b) The Committee may at any time and from time to time 
terminate or modify or amend the Plan in any respect, except 
that without shareholder approval the Committee may not (i) 
increase the maximum number of shares of Common Stock which 
may be issued under the Plan (other than increases pursuant 
to Section 7.10), (ii) extend the period during which any 
award may be granted or exercised, or (iii) extend the term 
of the Plan. The termination or any modification or amendment 
of the Plan, except as provided in subsection (a), shall not 
without the consent of a participant, affect his or her 
rights under an award previously granted to him or her.


Exhibit 4.

EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT ("Agreement") is entered into and 
dated for reference purposes as of July 22, 1996, by and 
between Cronus Corporation, a Nevada corporation having a 
principal place of business at 7660 E. Broadway, Suite 210, 
Tucson, Arizona (hereinafter referred to as the "Company"), 
and Jonathan Roberts, an individual residing at 660 S. 
Freeman Road, Tucson, Arizona (hereinafter referred to as 
"Employee").  Company and Employee are sometime collectively 
referred to as "the Parties".

RECITALS

A.	WHEREAS, the Company desires to employ Employee and 
Employee desires to work for the Company in the capacity and 
on the terms and conditions hereinafter provided.

B.	WHEREAS, Employee will be one of the key personnel of 
the Company with the primary responsibility for the 
management and administration of all phases of the operations 
of Cronus Corporation.

NOW, THEREFORE, in consideration of the mutual covenants and 
promises herein, the Parties hereto agree as follows:


AGREEMENT


1.	EMPLOYMENT

	1.1	Office and Duties.  The Company agrees to employ 
Employee and Employee agrees to work for the Company in the 
capacity of President of Cronus Corporation.  Employee shall 
have those duties as are normally associated with his office 
and such other duties pertaining to such office as may from 
time to time be assigned to him.  While employed hereunder, 
Employee shall devote his time, effort, skill and attention 
to the affairs of Cronus., and shall faithfully and 
diligently promote the business and interest of Cronus.  
Employee may make personal investments in business entities 
or purchase shares of stock traded upon a recognized U.S. 
securities exchange, provided that such investments or 
purchases are not in companies which compete, directly or 
indirectly, with Cronus, and do not otherwise interfere or 
conflict with Employee's performance of this Agreement.

		Employee shall not, without the prior written 
consent of the Company, directly or indirectly, during the 
term of this Agreement, engage in any business activity, 
directly or indirectly, competitive with or adverse to the 
Company's business or interests, whether alone, as a partner, 
or as an officer, director, employee or shareholder of any 
other corporation, or otherwise.

	1.2	Term.  The term of employment hereunder commences 
as of the date written above and shall continue for 6 years, 
unless sooner terminated in accordance with the provisions 
hereof.

	1.3	Location.  The duties which Employee shall be 
required to perform under this Agreement shall be structured 
such that he can perform said duties in Tucson, Arizona.  
Employee shall not be required to relocate from Tucson, 
Arizona, without his consent.

2.	COMPENSATION.

	2.1	Base Salary.  The Company shall pay Employee during 
the term of his employment hereunder a base salary of 
$175,000 per annum.  Employee may receive annual increases 
and bonuses based on performance, at the discretion of the 
Board of Directors.  The base salary shall be due and payable 
in equal bi-weekly installments and shall commence effective 
July 15, 1996.  Employee agrees to defer $100,000 of annual 
salary until company is, in the opinion of the Board of 
Directors, generating sufficient income, or until July 1, 
1997, whichever occurs first.

	2.2	Employment Benefits.

		(a)	Employee shall be entitled to receive or to 
participate in such disability, life, accidental death and 
dismemberment and other similar plans as shall be generally 
available to salaried employees of the Company.  Employee's 
participation in such plans will be in accordance with and 
subject to the terms and provisions of the plans.

		(b)	Employee shall receive reimbursements of 
business expenses and other perquisites in accordance with 
and subject to Company policy.

		(c)	Employee shall receive four weeks of vacation 
time per year plus one additional week for every three years 
of service under this contract.

	2.3	Bonus.  Employee shall be entitled to participate 
in any incentive compensation plan hereafter adopted by the 
Company.

3.	EXPENSES AND PRIOR AGREEMENTS

	3.1	Reimbursement of Expenses.  During the term of this 
agreement, the Company shall reimburse Employee for all 
reasonable and necessary expenses related to the performance 
of the Employee's duties under this agreement, upon 
submission of detailed vouchers thereof in accordance with 
the Company's standard practices.  The Company agrees to 
indemnify Employee for the use of Employee's credit in 
obtaining goods and services for the Company, including but 
not limited to any use of Employee as a guarantor for the 
rental of office space and for the initial establishment of a 
corporate credit card.

	3.2	Upon execution of this agreement, the employment 
agreement dated November 15, 1995 between Diversified 
American Industries Inc. (a prior name of the Company) and 
employee will be terminated and have no further effect with 
the exception of any options for shares of the Company's 
stock, which options shall continue in full effect.

4.	TERMINATION

	4.1	Termination of Employment.  The employment of 
Employee shall terminate prior to the expiration of the term 
specified in Section 1.2 upon the occurrence of any of the 
following events:

		(a)	The death of Employee.

		(b)	Employee's disability pursuant to Section 4.2.

		(c)	Company's termination for cause of Employee 
pursuant to Section 4.3.

		(d)	Employee's resignation from his employment 
with Company.

	4.2	Disability.  If, by reason of any physical or 
mental disability, Employee is unable to satisfactorily 
perform his duties under this Agreement for six consecutive 
months, or six months in any single calendar year, his 
services hereunder may be terminated by the Company upon two 
months' notice ("Notice Period") to be given to Employee at 
any time after the period of six continuous months of 
disability and while such disability continues.  If, prior to 
the expiration of the Notice Period, Employee recovers from 
his prior disability and returns to the active discharge of 
his duties, the Notice Period shall be deemed canceled and 
Employee's employment shall continue as if the same had been 
uninterrupted.  If Employee does not so recover from his 
disability and return to his duties, then his employment 
shall terminate at the expiration date of the Notice Period.  
During the period of Employee's disability and until the 
expiration date of the Notice Period, Employee shall continue 
to earn all compensation provided in Section 2 hereof as if 
he had not been disabled.  In the event a dispute arises 
between Employee and the Company concerning Employee's 
physical or mental ability to continue or return to the 
performance of his duties as President of Cronus, Employee 
agrees to submit himself to examination by a competent 
physician mutually agreeable to both parties, and such 
physician's opinion on Employee's ability to perform the 
duties of President will be final and binding.  Physician 
means a medical doctor licensed to practice in the state of 
Arizona.

	4.3	Termination For Cause.  Employee may be terminated 
for cause only by reason of one or more of the following 
occurrences:

		(a)	Employee's conviction, by a court of competent 
jurisdiction, of any crime (other than minor civil offenses 
such as traffic infractions), whether or not committed during 
the term or in the course of employment under this Agreement;

		(b)	Employee's willful misconduct, breach of his 
fiduciary duties to the Company, or commission of an act of 
fraud upon, or an act materially evidencing dishonesty;

		(c)	Employee's willful and material failure to 
observe or perform his duties under this Agreement; or

		(d)	Employee's habitual neglect of the faithful 
performance of his duties under this Agreement.

		If the basis for termination is pursuant to 
paragraphs 4.3(c) or (d) above, Employee may be terminated 
only if he has been given at least sixty (60) days notice of 
the alleged failure or neglect and during such period he has 
failed to remedy same.

	4.4	Consequences of Termination.

		(a)	In the event that Employee's employment under 
this Agreement is terminated for any reason other than that 
set forth at Section 4.1, the Company shall remain obligated 
to pay Employee the compensation set forth in Section 2.1 
hereof for a period of four years.  Provided, however, that 
if Employee owes any debt to the Company, Employee hereby 
authorizes Company to deduct from his bi-weekly paychecks an 
amount equal to the bi-weekly repayment of such debt at the 
time of termination.

		(b)	In the event that Employee's employment under 
this Agreement is terminated for any reason set forth at 
Section 4.1(c), the Company shall remain obligated to pay 
Employee the compensation set forth in Section 2.1 hereof for 
a period of four years.  Provided, however, that if Employee 
owes any debt to the Company, Employee hereby authorizes 
Company to deduct from his bi-weekly paychecks an amount 
equal to the bi-weekly repayment of such debt at the time of 
termination.

		(c)	In the event that Employee's employment 
hereunder shall terminate as a result of Employee's 
resignation as set forth at Section 4.1(d), or Employee's 
death as set forth at Section 4.1(a), Employee's base salary, 
as identified at Section 2.1, shall cease to accrue and be 
due him after the effective date of said resignation.

		(d)	In the event that Employee's employment 
hereunder shall terminate pursuant to any of the provisions 
of this Section 4, the rights of the Employee under the 
employee benefit plans or other plans referred to in Section 
2.2 and under any incentive compensation plan adopted 
pursuant to Section 2.3, shall be determined in accordance 
with the terms and provisions of such plans and options.

		(e)	In the event Employee's employment terminates, 
all provisions of this Agreement shall remain in effect 
except as otherwise specifically provided in this Section 
4.4.

5.	OTHER COVENANTS OF EMPLOYEE

	5.1	Employee shall not at any time or in any manner 
make or cause to be made any copies, pictures, duplicates, 
facsimiles or other reproductions, recordings or any 
abstracts or summaries of any reports, studies, memoranda, 
correspondence, manuals, recordings, internal financial 
statements, cost data or business projections, plans or other 
written, printed or otherwise recorded materials of any kind 
whatever belonging to or in the possession of the Company or 
its subsidiaries.  Employee shall have no right, title or 
interest in any such material, and Employee agrees that he 
will not, without the prior written consent of the Company, 
remove any such material from any premises of the Company or 
its subsidiaries and that he will surrender all such material 
to the Company immediately upon the termination of his 
employment or at any time prior thereto upon the request of 
the Company.

	5.2	Without the prior written consent of the Company, 
Employee shall not at any time (whether during or after his 
employment with the Company) use for his own benefit, or for 
the benefit of or purposes of any other person, firm, 
partnership, association, corporation or business 
organization, entity or enterprise ("Entity"), or disclose 
(except in the performance of his duties hereunder) in any 
manner to any other Entity, any trade secrets, confidential 
information, data know-how or knowledge (including but not 
limited to, that relating to service techniques, patents, 
software, manufacturing processes, purchasing organizations 
and methods, sales organizations and methods, inventory and 
financial information, market development and expansion 
plans, medical therapies, methodologies and its markets, 
client lists, medical programs and customer and supplier 
identities and relationships) belonging to, or relating to 
the affairs of, the Company or its subsidiaries.

	5.3	During the term of this Agreement, Employee shall 
not in any manner induce, attempt to induce or assist others 
to induce or attempt to induce (1) any employee, agent, 
representative or other person associated with the Company or 
any of its subsidiaries to terminate his or her association 
with the Company or such subsidiary, nor in any manner 
prohibited under Arizona law interfere with the relationship 
between the Company or such subsidiary and any such persons, 
or (2) any customer or supplier of the Company or any of its 
subsidiaries to terminate its or his or her association with 
the Company or such subsidiary, or do anything to interfere, 
as prohibited under Arizona law, with the relationship 
between the Company or such subsidiary and any customer or 
supplier.

	5.4	Employee acknowledges and agrees that the Company's 
remedy at law for any breach of any Employee's obligations 
under any of Sections 4.1 through 4.4 would be inadequate, 
and agrees and consents that temporary and permanent 
injunctive relief may be granted in any proceeding that may 
be brought to enforce any provision of such sections, without 
the necessity of proof of actual damage.  It is the intent of 
the Employee and the Company that the provisions of Section 
4.1 and 4.4 be given the fullest effect consistent with 
applicable law, and that they survive the termination of this 
Agreement.

6.	GENERAL PROVISIONS

	6.1	Representations and Warranties.

		(a)	Employee represents and warrants to the 
Company that (1) he is free to accept employment hereunder; 
(2) he has no prior or other obligations or commitments of 
any kind to anyone that would hinder or interfere with his 
acceptance of, or the exercise of his best efforts, as an 
employee of the Company and to perform his duties as 
President of Cronus Corporation; and (3) when executed and 
delivered, this Agreement will constitute his legal and 
binding obligation.

	6.2	Entire Agreement/Amendments.  This Agreement sets 
forth the entire agreement and understanding of the parties 
concerning the subject matter hereof and supersedes all prior 
agreements, arrangements and understandings between Employee 
and the Company concerning the subject matter.  This 
Agreement may not be amended or modified except by a written 
document specifically referring to this Agreement and 
executed by the parties hereto.

	6.3	Notices.

		(a)	Any notices or other communication required or 
permitted to be given hereunder shall be in writing and may 
either be delivered personally to the addressee or be mailed, 
first class, postage prepaid and shall be deemed given when 
so delivered personally, or if mailed, 5 days after the time 
of mailing, or if by facsimile, then one business day after 
the sending of the facsimile, as follows:
		If to the Company:

				Cronus Corporation
				7660 E. Broadway, Suite 210
				Tucson, Arizona  85710

		If to the Employee:

				Jonathan Roberts
				660 S. Freeman Road
				Tucson, Arizona  85748

	(b)	In the event that a dispute arises between the 
parties with respect to this Agreement and litigation 
results, service of process is sufficient if made pursuant to 
the provisions of this Section 6.3.

	(c)	Either party may change the address to which any 
such notices or communications are to be delivered to it by 
giving written notice to the other party in the manner 
provided in Section 6.3(a) hereof.

	6.4	Assignments; Binding Effect.

		(a)	Employee acknowledges that the services to be 
rendered by him are unique and personal.  Accordingly, 
Employee may not assign any of his rights or delegate any of 
his duties or obligations under this Agreement.  This 
Agreement shall be binding upon and, to the extent herein 
permitted, shall inure to the benefit of Employee's heirs, 
legatees and legal representatives.

		(b)	The Company may assign this Agreement or its 
rights hereunder; provided, however, such an assignment shall 
not relieve the Company of any of its obligations herein.  
This Agreement shall be binding upon and, to the extent 
herein permitted, shall inure to the benefit of the Company's 
successors and assigns.

	6.5	Waivers.  The failure of either party hereto at any 
time, or from time to time, to require performance of any of 
the other party's obligations under this Agreement shall in 
no manner affect the right to enforce any provision of this 
Agreement at a subsequent time, and the waiver of any rights 
arising out of any breach shall not be construed as a waiver 
of any rights arising out of any subsequent breach.

	6.6	Severability.  The parties intend that this 
Agreement be enforceable to the extent of its provisions.  
The parties agree that each provision hereof is a separate 
and distinct agreement and independent of the others, so that 
if any provision hereof is held to be invalid or 
unenforceable for any reason, such invalidity or 
unenforceability shall not affect the validity or 
enforceability of any other provision hereof.

	6.7	Applicable Law.  The provisions of this Agreement 
shall be governed and interpreted in accordance with the laws 
of the State of Arizona.

	6.8	Venue.  The parties hereby agree that any dispute 
between them regarding this Agreement will be resolved in 
Pima County Superior Court, Tucson, Arizona, and the parties 
hereby consent to the jurisdiction of said court.

	IN WITNESS HEREOF, the parties hereto have executed this 
Agreement as of the date first above written. 

EMPLOYEE:					     	EMPLOYER:
						             	CRONUS CORPORATION



Jonathan Roberts				By: Kevin M. Sherlock, 
                    Member, Board of Directors


Exhibit 5.

EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT ("Agreement") is entered into and 
dated for reference purposes as of July 22, 1996, by and 
between Cronus Corporation, a Nevada corporation having a 
principal place of business at 7660 E. Broadway, Suite 210, 
Tucson, Arizona (hereinafter referred to as the "Company"), 
and Kevin Sherlock, an individual residing at 43 E. 2nd 
Street, Tucson, Arizona (hereinafter referred to as 
"Employee").  Company and Employee are sometime collectively 
referred to as "the Parties".

RECITALS

A.	WHEREAS, the Company desires to employ Employee and 
Employee desires to work for the Company in the capacity and 
on the terms and conditions hereinafter provided.

B.	WHEREAS, Employee will be one of the key personnel of 
the Company with the primary responsibility of assisting the 
president of the Company and to act as the secretary of 
Cronus Corporation.

NOW, THEREFORE, in consideration of the mutual covenants and 
promises herein, the Parties hereto agree as follows:


AGREEMENT


1.	EMPLOYMENT

	1.1	Office and Duties.  The Company agrees to employ 
Employee and Employee agrees to work for the Company in the 
capacity of Secretary of Cronus Corporation.  Employee shall 
have those duties as are normally associated with his office 
and such other duties pertaining to such office as may from 
time to time be assigned to him.  While employed hereunder, 
Employee shall devote his time, effort, skill and attention 
to the affairs of Cronus., and shall faithfully and 
diligently promote the business and interest of Cronus.  
Employee may make personal investments in business entities 
or purchase shares of stock traded upon a recognized U.S. 
securities exchange, provided that such investments or 
purchases are not in companies which compete, directly or 
indirectly, with Cronus, and do not otherwise interfere or 
conflict with Employee's performance of this Agreement.

		Employee shall not, without the prior written 
consent of the Company, directly or indirectly, during the 
term of this Agreement, engage in any business activity, 
directly or indirectly, competitive with or adverse to the 
Company's business or interests, whether alone, as a partner, 
or as an officer, director, employee or shareholder of any 
other corporation, or otherwise.

	1.2	Term.  The term of employment hereunder commences 
as of the date written above and shall continue for 4 years, 
unless sooner terminated in accordance with the provisions 
hereof.

	1.3	Location.  The duties which Employee shall be 
required to perform under this Agreement shall be structured 
such that he can perform said duties in Tucson, Arizona.  
Employee shall not be required to relocate from Tucson, 
Arizona, without his consent.

2.	COMPENSATION.

	2.1	Base Salary.  The Company shall pay Employee during 
the term of his employment hereunder a base salary of $48,000 
per annum.  Employee may receive annual increases and bonuses 
based on performance, at the discretion of the Board of 
Directors.  The base salary shall be due and payable in equal 
bi-weekly installments and shall commence effective September 
1, 1996.  Employee agrees to defer $1,000 of monthly salary 
until company is, in the opinion of the Board of Directors, 
generating sufficient income, or until July 1, 1997, 
whichever occurs first.

	2.2	Employment Benefits.

		(a)	Employee shall be entitled to receive or to 
participate in such disability, life, accidental death and 
dismemberment and other similar plans as shall be generally 
available to salaried employees of the Company.  Employee's 
participation in such plans will be in accordance with and 
subject to the terms and provisions of the plans.

		(b)	Employee shall receive reimbursements of 
business expenses and other perquisites in accordance with 
and subject to Company policy.

		(c)	Employee shall receive four weeks of vacation 
time per year plus one additional week for every three years 
of service under this contract.

	2.3	Bonus.  Employee shall be entitled to participate 
in any incentive compensation plan hereafter adopted by the 
Company.

3.	EXPENSES AND PRIOR AGREEMENTS

	3.1	Reimbursement of Expenses.  During the term of this 
agreement, the Company shall reimburse Employee for all 
reasonable and necessary expenses related to the performance 
of the Employee's duties under this agreement, upon 
submission of detailed vouchers thereof in accordance with 
the Company's standard practices.  The Company agrees to 
indemnify Employee for the use of Employee's credit in 
obtaining goods and services for the Company.

	3.2	Upon execution of this agreement, the consulting 
agreement dated May 24, 1995 between Company and Employee 
will be terminated and have no further effect.

4.	TERMINATION

	4.1	Termination of Employment.  The employment of 
Employee shall terminate prior to the expiration of the term 
specified in Section 1.2 upon the occurrence of any of the 
following events:

		(a)	The death of Employee.

		(b)	Employee's disability pursuant to Section 4.2.

		(c)	Company's termination for cause of Employee 
pursuant to Section 4.3.

		(d)	Employee's resignation from his employment 
with Company.

	4.2	Disability.  If, by reason of any physical or 
mental disability, Employee is unable to satisfactorily 
perform his duties under this Agreement for six consecutive 
months, or six months in any single calendar year, his 
services hereunder may be terminated by the Company upon two 
months' notice ("Notice Period") to be given to Employee at 
any time after the period of six continuous months of 
disability and while such disability continues.  If, prior to 
the expiration of the Notice Period, Employee recovers from 
his prior disability and returns to the active discharge of 
his duties, the Notice Period shall be deemed canceled and 
Employee's employment shall continue as if the same had been 
uninterrupted.  If Employee does not so recover from his 
disability and return to his duties, then his employment 
shall terminate at the expiration date of the Notice Period.  
During the period of Employee's disability and until the 
expiration date of the Notice Period, Employee shall continue 
to earn all compensation provided in Section 2 hereof as if 
he had not been disabled.  In the event a dispute arises 
between Employee and the Company concerning Employee's 
physical or mental ability to continue or return to the 
performance of his duties as President of Cronus, Employee 
agrees to submit himself to examination by a competent 
physician mutually agreeable to both parties, and such 
physician's opinion on Employee's ability to perform the 
duties of President will be final and binding.  Physician 
means a medical doctor licensed to practice in the state of 
Arizona.

	4.3	Termination For Cause.  Employee may be terminated 
for cause only by reason of one or more of the following 
occurrences:

		(a)	Employee's conviction, by a court of competent 
jurisdiction, of any crime (other than minor civil offenses 
such as traffic infractions), whether or not committed during 
the term or in the course of employment under this Agreement;

		(b)	Employee's willful misconduct, breach of his 
fiduciary duties to the Company, or commission of an act of 
fraud upon, or an act materially evidencing dishonesty;

		(c)	Employee's willful and material failure to 
observe or perform his duties under this Agreement; or

		(d)	Employee's habitual neglect of the faithful 
performance of his duties under this Agreement.

		If the basis for termination is pursuant to 
paragraphs 4.3(c) or (d) above, Employee may be terminated 
only if he has been given at least sixty (60) days notice of 
the alleged failure or neglect and during such period he has 
failed to remedy same.

	4.4	Consequences of Termination.

		(a)	In the event that Employee's employment under 
this Agreement is terminated for any reason other than that 
set forth at Section 4.1, the Company shall remain obligated 
to pay Employee the compensation set forth in Section 2.1 
hereof for a period of four years.  Provided, however, that 
if Employee owes any debt to the Company, Employee hereby 
authorizes Company to deduct from his bi-weekly paychecks an 
amount equal to the bi-weekly repayment of such debt at the 
time of termination.

		(b)	In the event that Employee's employment under 
this Agreement is terminated for any reason set forth at 
Section 4.1(c), the Company shall remain obligated to pay 
Employee the compensation set forth in Section 2.1 hereof for 
a period of four years.  Provided, however, that if Employee 
owes any debt to the Company, Employee hereby authorizes 
Company to deduct from his bi-weekly paychecks an amount 
equal to the bi-weekly repayment of such debt at the time of 
termination.

		(c)	In the event that Employee's employment 
hereunder shall terminate as a result of Employee's 
resignation as set forth at Section 4.1(d), or Employee's 
death as set forth at Section 4.1(a), Employee's base salary, 
as identified at Section 2.1, shall cease to accrue and be 
due him after the effective date of said resignation.

		(d)	In the event that Employee's employment 
hereunder shall terminate pursuant to any of the provisions 
of this Section 4, the rights of the Employee under the 
employee benefit plans or other plans referred to in Section 
2.2 and under any incentive compensation plan adopted 
pursuant to Section 2.3, shall be determined in accordance 
with the terms and provisions of such plans and options.

		(e)	In the event Employee's employment terminates, 
all provisions of this Agreement shall remain in effect 
except as otherwise specifically provided in this Section 
4.4.

5.	OTHER COVENANTS OF EMPLOYEE

	5.1	Employee shall not at any time or in any manner 
make or cause to be made any copies, pictures, duplicates, 
facsimiles or other reproductions, recordings or any 
abstracts or summaries of any reports, studies, memoranda, 
correspondence, manuals, recordings, internal financial 
statements, cost data or business projections, plans or other 
written, printed or otherwise recorded materials of any kind 
whatever belonging to or in the possession of the Company or 
its subsidiaries.  Employee shall have no right, title or 
interest in any such material, and Employee agrees that he 
will not, without the prior written consent of the Company, 
remove any such material from any premises of the Company or 
its subsidiaries and that he will surrender all such material 
to the Company immediately upon the termination of his 
employment or at any time prior thereto upon the request of 
the Company.

	5.2	Without the prior written consent of the Company, 
Employee shall not at any time (whether during or after his 
employment with the Company) use for his own benefit, or for 
the benefit of or purposes of any other person, firm, 
partnership, association, corporation or business 
organization, entity or enterprise ("Entity"), or disclose 
(except in the performance of his duties hereunder) in any 
manner to any other Entity, any trade secrets, confidential 
information, data know-how or knowledge (including but not 
limited to, that relating to service techniques, patents, 
software, manufacturing processes, purchasing organizations 
and methods, sales organizations and methods, inventory and 
financial information, market development and expansion 
plans, medical therapies, methodologies and its markets, 
client lists, medical programs and customer and supplier 
identities and relationships) belonging to, or relating to 
the affairs of, the Company or its subsidiaries.

	5.3	During the term of this Agreement, Employee shall 
not in any manner induce, attempt to induce or assist others 
to induce or attempt to induce (1) any employee, agent, 
representative or other person associated with the Company or 
any of its subsidiaries to terminate his or her association 
with the Company or such subsidiary, nor in any manner 
prohibited under Arizona law interfere with the relationship 
between the Company or such subsidiary and any such persons, 
or (2) any customer or supplier of the Company or any of its 
subsidiaries to terminate its or his or her association with 
the Company or such subsidiary, or do anything to interfere, 
as prohibited under Arizona law, with the relationship 
between the Company or such subsidiary and any customer or 
supplier.

	5.4	Employee acknowledges and agrees that the Company's 
remedy at law for any breach of any Employee's obligations 
under any of Sections 4.1 through 4.4 would be inadequate, 
and agrees and consents that temporary and permanent 
injunctive relief may be granted in any proceeding that may 
be brought to enforce any provision of such sections, without 
the necessity of proof of actual damage.  It is the intent of 
the Employee and the Company that the provisions of Section 
4.1 and 4.4 be given the fullest effect consistent with 
applicable law, and that they survive the termination of this 
Agreement.

6.	GENERAL PROVISIONS

	6.1	Representations and Warranties.

		(a)	Employee represents and warrants to the 
Company that (1) he is free to accept employment hereunder; 
(2) he has no prior or other obligations or commitments of 
any kind to anyone that would hinder or interfere with his 
acceptance of, or the exercise of his best efforts, as an 
employee of the Company and to perform his duties as 
Secretary of Cronus Corporation; and (3) when executed and 
delivered, this Agreement will constitute his legal and 
binding obligation.

	6.2	Entire Agreement/Amendments.  This Agreement sets 
forth the entire agreement and understanding of the parties 
concerning the subject matter hereof and supersedes all prior 
agreements, arrangements and understandings between Employee 
and the Company concerning the subject matter.  This 
Agreement may not be amended or modified except by a written 
document specifically referring to this Agreement and 
executed by the parties hereto.

	6.3	Notices.

		(a)	Any notices or other communication required or 
permitted to be given hereunder shall be in writing and may 
either be delivered personally to the addressee or be mailed, 
first class, postage prepaid and shall be deemed given when 
so delivered personally, or if mailed, 5 days after the time 
of mailing, or if by facsimile, then one business day after 
the sending of the facsimile, as follows:
		If to the Company:

				Cronus Corporation
				7660 E. Broadway, Suite 210
				Tucson, Arizona  85710

		If to the Employee:

				Kevin Sherlock
				43 E. 2nd Street
				Tucson, Arizona  85705

	(b)	In the event that a dispute arises between the 
parties with respect to this Agreement and litigation 
results, service of process is sufficient if made pursuant to 
the provisions of this Section 6.3.

	(c)	Either party may change the address to which any 
such notices or communications are to be delivered to it by 
giving written notice to the other party in the manner 
provided in Section 6.3(a) hereof.

	6.4	Assignments; Binding Effect.

		(a)	Employee acknowledges that the services to be 
rendered by him are unique and personal.  Accordingly, 
Employee may not assign any of his rights or delegate any of 
his duties or obligations under this Agreement.  This 
Agreement shall be binding upon and, to the extent herein 
permitted, shall inure to the benefit of Employee's heirs, 
legatees and legal representatives.

		(b)	The Company may assign this Agreement or its 
rights hereunder; provided, however, such an assignment shall 
not relieve the Company of any of its obligations herein.  
This Agreement shall be binding upon and, to the extent 
herein permitted, shall inure to the benefit of the Company's 
successors and assigns.

	6.5	Waivers.  The failure of either party hereto at any 
time, or from time to time, to require performance of any of 
the other party's obligations under this Agreement shall in 
no manner affect the right to enforce any provision of this 
Agreement at a subsequent time, and the waiver of any rights 
arising out of any breach shall not be construed as a waiver 
of any rights arising out of any subsequent breach.

	6.6	Severability.  The parties intend that this 
Agreement be enforceable to the extent of its provisions.  
The parties agree that each provision hereof is a separate 
and distinct agreement and independent of the others, so that 
if any provision hereof is held to be invalid or 
unenforceable for any reason, such invalidity or 
unenforceability shall not affect the validity or 
enforceability of any other provision hereof.

	6.7	Applicable Law.  The provisions of this Agreement 
shall be governed and interpreted in accordance with the laws 
of the State of Arizona.

	6.8	Venue.  The parties hereby agree that any dispute 
between them regarding this Agreement will be resolved in 
Pima County Superior Court, Tucson, Arizona, and the parties 
hereby consent to the jurisdiction of said court.

	IN WITNESS HEREOF, the parties hereto have executed this 
Agreement as of the date first above written. 

EMPLOYEE:					    	EMPLOYER:
							            CRONUS CORPORATION



Kevin Sherlock					By: Jonathan Roberts, 
						            	President, and
                   Member, Board of Directors


Exhibit 6.

FORM 8-K

CURRENT REPORT



Pursuant to Section 13 or 15(d) of The Securities Act of 1934



Date of Report (Date of earliest event reported)	 November 
7, 1996


  Cronus Corporation	  
(Exact name of registrant as specified in its charter)



               Nevada		                0-9297		
	36-3880744		
( State or other			( Commission			( 
I.R.S. Employer
jurisdiction			   	File Number )			 
Identification No.)
of Incorporation )



	7660 E. Broadway Blvd., Suite 210,	Tucson, Arizona       
	85748		
( Address of principal executive offices )			( 
Zip Code )


Registrant's telephone number, including area code:	
	(520) 885-1220

Item 1.		Changes in Control of Registrant.

	None.


Item 2.		Acquisition or Disposition of Assets.

	None.


Item 3.		Bankruptcy or Receivership.

	None.

Item 4.		Changes in Registrant's Certifying Accountant.

	By mutual agreement, the issuer's independent 
accountants, Schroeder & Stevenson, C.P.A.'s P.C., will not 
perform further accounting services for the issuer as of 
November 7, 1996.  The issuer retained the accounting firm of 
Addison, Roberts & Ludwig, P.C. on October 4, 1996.

	Schroeder & Stevenson reports on the financial 
statements for the past two years do not contain an adverse 
opinion or disclaimer of opinion, nor were they modified as 
to uncertainty, audit scope, or accounting principles,

	The decision to change accountants was approved by the 
Board of Directors on November 6, 1996.

	There were no disagreements with the former accountants 
on any matter of accounting principle or practices, financial 
statement disclosure, or audit scope or procedure, which, if 
not resolved to the former accountants' satisfaction, would 
have caused it to make reference to the subject matter of the 
disagreement in connection with its report.

	After review of the foregoing disclosure, the accounting 
firm of Schroeder & Stevenson provided a letter to the 
Commission indicating its assent with the above statements.  
That letter is attached as Exhibit 1.

Item 5.		Other Events.

	None.




Item 6.		Resignations of Registrant's Directors.

	None.

Item 7.		Financial Statements and Exhibits.

	Exhibit 1, letter of Schroeder & Stevenson, C.P.A.'s 
P.C. indicating assent to statements made by issuer in this 
disclosure.				

Item 8.		Change in Fiscal Year.

	None.

Signatures

Pursuant to the requirements of the Securities Exchange Act 
of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned hereunto duly 
authorized.

					    Cronus Corporation
						( Registrant )


Date:	 November  7, 1996		       s/s Jonathan 
Roberts              
					  Jonathan Roberts, President 

EXHIBIT 1  To 8-K


November 7, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Commission:

We have review the Form 8-K Current Report to be filed by 
Cronus Corporation regarding the appointment of successor 
accountants, Addison, Roberts & Ludwig, P.C.  We are in 
agreement with the statements made by Cronus Corporation in 
that disclosure.
If we may provide you with any further information, please do 
not hesitate to contact us.
Sincerely,

s/s Grant Schroeder
Schroeder & Stevenson, C.P.A.'s P.C.

Exhibit 7.  List of Subsidiaries.

Sunorc, Inc., a wholly owned subsidiary, incorporated in 
Arizona on December 4, 1995.

Big Bug Acquisition Company, a wholly owned subsidiary, was 
incorporated in Arizona on August 6, 1996.

Exhibit 8.  Consent of Auditors.

ADDISON, ROBERTS & LUDWIG, P.C.
Certified Public Accountants

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the inclusion of our report dated March 
28, 1997, in the annual report of Cronus Corporation on Form 
10-KSB for the year ended December 31, 1995.

/s/

Addison, Roberts & Ludwig, P.C.
Tucson, Arizona
March 28, 1997

2910 North Swan Road, Suite 204
Tucson, Arizona 85712
CRONUS CORPORATION




Audited Financial Statements
For the years ended December 31, 1995 and 1994
	                    

ADDISON, ROBERTS & LUDWIG, P.C.
Certified Public Accountants


(a)	INDEPENDENT AUDITOR'S REPORT



To the Board of Directors
Cronus Corporation 


We have audited the accompanying balance sheet of Cronus 
Corporation as of December 31, 1995, and the related 
statements of operations, changes in stockholders' deficit, 
and cash flows for the years ended December 31, 1995 and 
1994. 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 audits.

We conducted our audits in accordance with generally accepted 
auditing standards. Those standards require that we plan and 
perform the audits 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 audits provide 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 Cronus Corporation as of December 31, 1995, and 
the results of its operations and its cash flows for the 
years ended December 31, 1995 and 1994, in conformity with 
generally accepted accounting principles.

/s/

Addison, Roberts & Ludwig, P.C.
March 28, 1997

	CRONUS CORPORATION

(b)	BALANCE SHEET
	December 31, 1995
	                  


					ASSETS
Current assets:
	Cash						                    	$	     630
Prepaid compensation			          	   2,000
		Total current assets		         	   2,630
Deposits								                       700
Total assets			                	$   	3,330
	
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accrued compensation		         	$   29,166
Liabilities not discharged in bankruptcy
 								                        2,930,134
Total current liabilities	       2,959,300

Note payable to a shareholder			    84,900

		Total liabilities			           3,044,200

Commitments and contingencies (Notes 6 and 8)		

Stockholders' deficit:
Common stock, $.001 par value; 30,000,000 shares
  authorized, 10,354,907 shares issued and outstanding	
								                            10,355
Additional paid in capital			        2,000
Accumulated deficit			         	(3,053,225)

Total stockholders' deficit	    (3,040,870)

Total liabilities and stockholders' deficit	
                                   $	3,330
	
	



	The accompanying notes are an integral part
	of the financial statements.
	Page 2

	CRONUS CORPORATION

(c)	STATEMENTS OF OPERATIONS
	For the years ended December 31, 1995 and 1994
	                  



				       	                  	1995	        1994	
			
Revenues				              	$	   -0-    	$	   -0-
Expenses:				
Professional fees		         	72,224		
License and registration		    7,225		
Commissions				               4,250		
Officer compensation		       30,166		
Other					                      57		
	
Total expenses		            114,436		        -0-

Loss from operations		     (114,436)		       -0-

Other expense:
	Equity in net loss of unconsolidated 
  	  subsidiaries			        	(4,114)		       -0-

	    Loss before income taxes(118,550)	     	-0-

Income tax provision			          -0-		       -0-

Net loss				           	$  (118,550)  	  $   -0-

Loss per share			      	$     (0.02)    	$ 	0.00

Average outstanding common shares 5,575,247	  5,240,907










	
The accompanying notes are an integral part
	of the financial statements.
	Page 3


(d)  CRONUS CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the years ended December 31, 1995 and 1994
____________



         Common Stock       Additional
				               Par		    Paid in	    Accumulated			
		       Shares	   Value	   Capital	    Deficit	 	      Total
	
Balance at December 31, 1993								
   As previously reported
	     	5,240,907	  $5,241	    $ -0- 	   $  (4,541)	     $  700
	Adjustment (Note 8)  -0-	      -0-	  	(2,930,134)  (2,930,134)
	As restated			
       5,240,907	   5,241	      -0-		  (2,934,675)  (2,929,434)
Net income (loss) for the year
  ended December 31, 1994       -0-	  			     -0-		       -0-
Balance at December 31, 1994
       5,240,907	   5,241	      -0-	   (2,934,675)	 (2,929,434)
Common stock issued:
	Officer compensation
       1,000,000	   1,000	      -0-		        	-0-		      1,000	
	Purchase of subsidiaries
       4,114,000	   4,114	      -0-		        	-0-		      4,114
Incentive stock options issued 
  (2,000,000 options at $0.001 each)
                      -0-	    2,000			        -0-		      2,000
Net loss for the year ended
  December 31, 1995					                 (118,550)	   (118,550)

Balance at December 31, 1995
      10,354,907  $10,355    $2,000   $(3,053,225) $(3,040,870)
	
	












	

The accompanying notes are an integral part
of the financial statements.
Page 4

	CRONUS CORPORATION

(e)	STATEMENTS OF CASH FLOWS
	For the years ended December 31, 1995 and 1994
	                  

						                                       1995	     	  1994	
Cash flows from operating activities:
Net loss					                            $(118,550)		   $   -0-
Adjustments to reconcile net loss to net cash			
   used in operating activities:
Equity in net loss of unconsolidated subsidiaries		
							                                      4,114			       -0-
Stock based compensation		                   1,000			       -0-
Change in current assets and liabilities:
	Increase in accrued compensation           29,166			       -0-
		Total adjustments		                       34,280		       	-0-

Net cash used in operating activities      (84,270)			      -0-

Cash flows from financing activities:
Borrowings on note payable	                 84,900		
Net cash provided by financing activities   84,900		       	-0-
Net increase in cash			                        630			       -0-

Cash, beginning of year	        	              -0-			       -0-

Cash, end of year				                      $   630	     $   -0-

Supplemental disclosures of cash flow information:
	Cash paid during the year for
		Interest			                             	$   -0-		    $   -0-	
		Taxes				                                    -0-  		     	-0-

Noncash investing and financing activities:
Three subsidiaries were purchased through the issuance of 
4,114,000 shares of common stock, as described in Note 3.

1,000,000 shares of common stock were issued to an officer in 
lieu of compensation, as described in Note 6.

2,000,000 stock options, at an exercise price of $0.001 each, 
were issued to an officer, as described in Note 7.	
	


	The accompanying notes are an integral part
	of the financial statements.
	Page 5



	CRONUS CORPORATION

(f)	NOTES TO FINANCIAL STATEMENTS
	                  
1.	Organization

Cronus Corporation (the Company), formerly Thunderstone 
Group, Inc., formerly Diversified American Industries, Inc., 
formerly TR-3 Industries, Inc., was incorporated in the State 
of Nevada in 1979. The Company is primarily engaged in the 
acquisition and sale of privately held corporations.

Management is currently looking into raising additional 
capital and expanding operations by merging with privately 
held natural resource companies. The issuance of common stock 
and the exploration of mining claims are also being 
considered.

2.	Summary of Significant Accounting Policies

Accounting Estimates
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 reported amounts of revenues and 
expenses during the reporting period. Actual results could 
differ from those estimates.

Income Taxes
Income taxes are recognized during the year in which 
transactions enter into the determination of financial 
statement income, with deferred taxes being provided for 
temporary differences between amounts of assets and 
liabilities for financial reporting purposes and such amounts 
as measured by tax laws.

Cash 
For purposes of the statements of cash flows, the Company 
considers all highly liquid debt instruments with a purchased 
maturity of three months or less to be cash equivalents.

Per Share Data
Net loss per share is computed based on the weighted average 
number of shares outstanding. There is no dilutive effect on 
net loss per share due to common stock equivalents.

Stock Compensation
The Company measures compensation cost related to employee 
stock purchase options using the fair value method. This 
method requires determining the amount of compensation cost 
equal to the fair value of the options at the date of grant. 
Recognition of the cost is provided over the periods in which 
the related services are rendered, generally the vesting 
period.

3.	Investments in Subsidiaries

On October 18, 1995, Thunderstone Group, Inc., an unrelated 
corporation, purchased 100% of the outstanding stock of 
Amateur Golfers Association of America (AGAA) for 614,000 
shares of ($0.001 per share, $614) restricted, unregistered, 
common stock. On November 30, 1995, Thunderstone Group, Inc. 
assigned its interest in the purchase to the Company. 
Subsequent to the assignment, Thunderstone Group, Inc. 
changed its name to TGI, Inc. (TGII). On November 13, 1995, 
the Company changed its name to Thunderstone Group, Inc. and 
subsequently purchased 100% of the outstanding stock of TGII 
for 2,500,000 shares of ($0.001 per share, $2,500) 
restricted, unregistered, common stock. 

On December 5, 1995, the Company purchased 100% of the 
outstanding stock of Perimeter Bicycling Association of 
America (PBAA) for 1,000,000 shares of ($0.001 per share, 
$1,000) restricted stock. 

These investments in subsidiaries have been accounted for 
under the equity method. Under this method, the original 
investment is recorded at cost (fair value), reduced to 
reflect a pro-rata share of losses and distributions 
received, and increased to reflect a pro-rata share of income 
and contributions made. The book value of these investments 
was zero at December 31, 1995. No dividends were received and 
no contributions were made during the period held. These 
subsidiaries are primarily engaged in promoting bicycling 
events (PBAA), promoting golfing events (AGAA), and promoting 
radio programming (TGII).

Investments in subsidiaries were recorded at fair value at 
date of purchase. Fair value was determined by the estimated 
market value of the Company's stock ($0.001 per share). 
Subsequent to purchase, the investments were reduced to zero 
by the Company's share of the subsidiaries' losses incurred 
from purchase date through December 31, 1995. The Company's 
share of losses in excess of book value have not been accrued 
because the Company has not guaranteed the obligations of the 
subsidiaries nor is it otherwise committed to further 
financial support. The combined net deficit of the 
subsidiaries exceeded the book value recorded by the Company 
by $(303,568) at December 31, 1995. Summarized financial 
information (unaudited) for these investments was as follows: 
             				       1995	  	     1994	
	Total assets	     $  278,197		 $  199,489
	Total liabilities	   581,765		    319,108
		Net deficit      $ (303,568)		$ (119,619)

	Revenues		        $  442,902		 $  763,169
	Cost and other deductions
                      592,872		    887,246
	      	Net loss	  $ (149,970)		$ (124,077)

As described in note 9, two  subsidiaries, and all the assets 
of the third subsidiary, were sold subsequent to December 31, 
1995. Due to the short duration of ownership, the financial 
statements of the subsidiaries have not been consolidated 
with those of the Company because the Company effectively 
held only temporary control. Further, pro-forma financial 
statements for the Company for the year ended December 31, 
1995, assuming a purchase date of January 1, 1995, have not 
been provided. Pro-forma results under this assumption would 
not materially differ from these financial statements.

4.	Note Payable to a Stockholder

At December 31, 1995, the Company held a note payable to a 
stockholder, bearing interest at 10%, principal and accrued 
interest that was originally due during December, 1996. The 
balance on this note payable was $84,900 at December 31, 
1995. During February, 1997, this note payable was converted 
to common stock, as described in note 9.

5.	Income Taxes

At December 31, 1995, the Company had net operating loss 
carryforwards totaling $118,550 that may be offset against 
future income through 2010. No tax benefit has been recorded 
in the financial statements since the Company is unsure as to 
if or when the net operating loss carryforwards would be 
realized. The potential benefit of the net operating loss 
carryforwards and the deferred tax benefit of future timing 
differences is approximately $52,162. 

The income tax benefit for the years ended December 31, is 
comprised of the following amounts:


					                       1995			        1994	
	Current			              $ 	  -0-		       $	-0-

	Deferred
		Federal			             $	41,492	        $	-0-
	  	State				              10,670		         -0-
							                    52,162		         -0-
	Valuation allowance		   	 52,162		
	Total tax benefit		     $   	-0-		       $ -0-

The Company's tax benefit differs from the benefit calculated 
using the federal statutory income tax rate for the following 
reasons:
					                  1995			    1994	
Statutory tax rate			   	35%			     35%
State income taxes				    9%			      9%
Release of valuation allowance
                         44%			     44%
Effective tax rate			    	0%			      0%

The components of the net deferred tax asset are as follows:
					                                 1995			
	Deferred tax asset:
	Net operating loss carry forward  $	52,162		
		
		Valuation allowance		              52,162		
					                             	$	   -0-	

6.	Transactions with Officers

In November 1995, the Company issued 1,000,000 shares of 
common stock to an officer in lieu of compensation. 
Compensation expense of $1,000 was recorded as the services 
were performed during 1995. The Company estimated the fair 
value of the stock issued at $0.001 per share at date of 
issue.

In November 1995, the Company executed a two-year employment 
agreement with an officer for an annual salary of $175,000.  
Compensation expense incurred under this contract totaled 
$29,166.  At December 31, 1995, none of the compensation had 
been paid.

In December 1995, the Company issued 2,000,000 incentive 
stock options to an officer as described in note 7.

7.	Stock Option Plan

During 1995, the company adopted an incentive stock option 
plan (the Plan). The Plan provides for the granting of 
incentive stock options by the Board to directors, officers 
and key employees of the Company.

Under the terms of the Plan, options granted have an exercise 
price of 110% of the fair market value of the underlying 
stock at the date of grant. Further, the options have a 
vesting period of one year and expire five years from the 
date of grant.

The Company granted to an officer, options to purchase 
2,000,000 shares of restricted, unregistered, common stock in 
connection with the Plan. The options were granted at the 
estimated market price of $.001 per share on the date of the 
grant, December 15, 1995. The options relate to services to 
be performed during the year ending December, 1996 (the 
vesting period). Therefore, the estimated market value of the 
options of $2,000 will be recognized during 1996 and has been 
recorded as prepaid compensation at December 31, 1995. No 
other options were issued, outstanding, or exercised during 
1995.

8.	Contingencies and Correction of an Error

Cronus, d.b.a. Diversified American Industries, Inc. was in 
Chapter 7 bankruptcy from 1982 through 1988. The Company had 
no operations and substantially no assets or liabilities 
through November 1995. During 1995, legal counsel informed 
management that liabilities previously believed to be 
discharged in bankruptcy had not been discharged.  These 
liabilities relate to the operations of the Company prior to 
1982.  The Company has recorded a correction of an error in 
the accompanying financial statements and, accordingly has 
restated retained earnings (accumulated deficit) at December 
31, 1993.  The adjustment had no effect on net income, net 
income after taxes, or earnings per share for the years ended 
December 31, 1995, 1994 or 1993.  Management is currently 
investigating the possibility of the expiration of the 
statute of limitations relating to these liabilities; 
however, the full amount of the undischarged debts have been 
included in current liabilities in the accompanying balance 
sheet.

The Company is subject to a number of lawsuits and claims 
(some of which involve substantial amounts) arising out of 
the conduct of its business prior to 1982.  Although the 
Company does not currently possess sufficient information to 
reasonably estimate the amounts of liabilities to be 
recorded, they may be significant to the results of 
operations.  

As described in note 9, the Company purchased various mining 
claims in southern Arizona in October, 1996.  Under the 
Comprehensive Environmental Response, Compensation and 
Liability Act (Superfund), and similar state law, the Company 
is one of many potentially responsible parties for 
environmental remediation.  In order to determine whether 
there has been environmental contamination at the mining 
claims, a phase 1 assessment should be performed.  As such an 
environmental study of the mining claims has not been 
performed, the Company is unable to estimate any possible 
liability.

9.	Subsequent Events

On January 24, 1996, the Company issued 1,035,000 shares of 
registered, unrestricted common stock to advisors and 
consultants for $0.15 per share. The Company recorded 
professional fee expense of $155,250, and $154,215 of 
additional paid in capital relating to this transaction.

On February 27, 1996, the Company sold its 100% owned 
subsidiaries AGAA and TGII to Applied Logic, Inc. in return 
for 3,114,000 shares of Company stock, 500,000 shares of 
Applied Logic stock, and a note receivable of $500,000. The 
Company recorded treasury stock of $(3,114) and a net gain on 
sale of $3,114 relating to the transaction. Management has 
determined the note to be uncollectible and the stock of 
Applied Logic to have no value, and accordingly wrote off 
these assets during 1996 against the gain on sale. Subsequent 
to the sale, Applied Logic, Inc. changed its name to 
Thunderstone Group, Inc., and the Company  changed its name 
from Thunderstone Group, Inc. to Cronus Corporation.

On July 18, 1996, the Company sold the assets of PBAA, for 
$100 cash and 250,000 shares of Company stock.  The Company 
recorded treasury stock of $250 and a gain on sale of $350 
relating to this transaction. Subsequent to the sale, PBAA 
changed its name to Sunorc. 

The Company granted to an officer, options to purchase 
550,000 shares of restricted, unregistered, common stock in 
connection with the Stock Option Plan. The options relate to 
services performed during the period February 1, 1997, to 
July 31, 1997 (the vesting period), and may be exercised on 
an installment basis during the vesting period in accordance 
with the terms of the grant. The options were granted at the 
estimated market price of $0.05 per share on the date of the 
grant, July 22, 1996.  The options expire July 22, 2001.
During July 1996, the Company entered into employment 
contracts with two key personnel that provide for minimum 
annual compensation of $223,000 and expire in July, 2000 and 
2002.  The contracts contain provisions whereby $112,000 of 
annual compensation shall be deferred until July 1997, or 
until such time as management determines the Company has 
generated sufficient cash flow.

In September 1996, the Company executed an agreement to sell 
250,000 shares of restricted, unregistered, common stock to 
Docu-Form Express for $0.50 per share. As of the date of this 
report, this transaction has not been consummated.

In December 1996, an officer exercised options to purchase 
2,000,000 shares of restricted, unregistered common stock for 
$0.001 per share. The Company recorded common stock of $2,000 
and a reduction of additional paid in capital of $(2,000) 
pursuant the execution of these options.

In February 1997, the Company exchanged 814,600 shares of 
restricted, unregistered, common stock for a $407,300 note 
payable to Charles Kalav. The Company recorded common stock 
of $815 and additional paid in capital of $406,485 relating 
to this transaction.

In February 1997, the Company exchanged 70,744 shares of 
restricted, unregistered, common stock for a $35,372 note 
payable to James Karten. The Company recorded  common stock 
of $71 and additional paid in capital of $35,281 relating to 
this transaction.

The Company granted to an officer, options to purchase 
500,000 shares of restricted, unregistered, common stock in 
connection with the Stock Option Plan. The options relate to 
services performed during the period August, 1997, to 
January, 1998 (the vesting period), and may be exercised on 
an installment basis during the vesting period in accordance 
with the terms of the grant.  The options were granted at the 
estimated market price of $0.31 per share on the date of the 
grant, February 14, 1997.  The options expire February, 2002.

In October 1996, the Company purchased various mining claims 
in southern Arizona. As of the date of this report, the 
Company has not performed an environmental study of the 
claims to determine the possibility of any environmental 
contamination. Without such a study, the Company cannot 
determine the possibility and the amount of any potential 
environmentally related liabilities. However, if 
contamination under the Comprehensive Environmental Response, 
Compensation and Liability Act was found to exist, it could 
have a materially adverse effect on the financial condition 
of the Company.