SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                  ------------

                                   FORM 10-KSB
                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                                  ------------

                For the Fiscal Years Ended May 31, 1993 and 1992

                        Commission file number 33-23430-D
                                  ------------


                              THE TOEN GROUP, INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
         --------------------------------------------------------------
         (State of other jurisdiction of incorporation or organization)

                                   84-1091271
                      ------------------------------------
                      (I.R.S. Employer Identification No.)


                   2 Park Plaza, Suite 470, Irvine, California
                  ---------------------------------------------
                    (Address of Principal Executive Offices)

                                      92614
                                   ----------
                                    Zip Code

       Registrant's telephone number, including area code: (714) 833-2094
       ------------------------------------------------------------------

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

          Securities registered pursuant to Section 12(g) of the Act:
          ----------------------------------------------------------
                                      None

         Indicate by check mark whether the registrant (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.

                                   Yes         No  X

         At June 30, 1996,  799,372 shares of  Registrant's  no par value common
stock were  issued and  outstanding.  There were also  outstanding  warrants  to
purchase up to 668,000 shares of the Registrant's  common stock.  There has been
no bid or asked  prices of the  Registrant's  common  stock quoted in any market
since September 6, 1990.

                      Documents Incorporated by Reference:
                      -----------------------------------
                                      None

                                                Total Pages including cover
                                                                           -----

                                                        [TOEN\10K:TG53193.10K]-4

<PAGE>



                                TABLE OF CONTENTS

                                                                         Page

                                     PART I

Item 1.   Business ........................................................1

Item 2.   Properties ......................................................2

Item 3.   Legal Proceedings ...............................................2

Item 4.   Submission of Matters to a Vote of Security Holders .............2

                                     PART II

Item 5.   Market for Registrant's Common Equity and Related
            Stockholder matters ...........................................3

Item 6.   Selected Financial Data .........................................4

Item 7    Management's Discussion and Analysis of Financial Condition
            and Results of Operations .....................................5

Item 8.   Financial Statements and Supplementary Data .....................5

Item 9.   Change in and Disagreements With Accountants ....................6

                                    PART III

Item 10.  Directors and Executive Officers ................................6

Item 11.  Management Remuneration and Transactions ........................8

Item 12.  Security Ownership of Certain Beneficial Owners and Management
            as of May 31, 1993 ............................................10

Item 13.  Certain Relationships and Related Transactions ..................11

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on
            Form 8-K ......................................................12

          Index to Consolidated Financial Statements and Schedules ........F-1

                                                        [TOEN\10K:TG53193.10K]-4

<PAGE>



                                     PART I

ITEM 1.           BUSINESS

         The  Toen  Group,   Inc.  (the   Registrant"   or  the  "Company")  was
incorporated  in the  State of  Colorado  on June 10,  1988 for the  purpose  of
searching  for,  evaluating  and  organizing  an  interest  in or more  business
opportunities.  On December 3, 1989, the Company  completed a public offering of
its stock  pursuant  to a  registration  statement  on Form S-18  filed with the
Denver Regional Office of the Securities and Exchange  Commission.  The Company,
through an  underwriter,  sold a total of 50,000,000  shares of the Company's no
par value  common  stock and  5,000,000  warrants  for the purchase of 5,000,000
shares of common stock.

         On March 9, 1990,  the Company  completed  an agreement to exchange its
common  stock for all of the issued  and  outstanding  capital  stock of Sunbelt
Media Group Inc.  ("Sunbelt").  Pursuant to the terms of the agreement  with the
shareholders  of Sunbelt,  the Company issued  278,400,000  shares of its common
stock in exchange for all the outstanding  shares of common stock of Sunbelt and
Sunbelt  became a  wholly-owned  subsidiary  of the Company.  From March 1990 to
October  1992  Sunbelt  owned and  operated  low power  television  stations and
related  businesses,  and provided  programming to those  stations.  The Company
discontinued  the  Sunbelt  business  in  October  1992 and sold all the  assets
associated  with the  operation of Sunbelt,  including  all  contracts and lease
agreements  necessary for its  operations to William J. Kitchen  ("Kitchen")  in
consideration of 1) Kitchen's forgiveness of notes and other obligations owed to
Kitchen by the Registrant; and 2) Kitchen's assumption of miscellaneous debts of
Sunbelt.  Pursuant to the sale, Kitchen also delivered  98,795,000 shares of the
Registrant's common stock to the Registrant for cancellation. Since October 1992
the Company has not had any revenues or operations.

         Accordingly,  Toen is  currently  in the process of seeking a merger or
acquisition with a business entity or entities expected to be private companies,
partnerships  or sole  proprietorships.  Management  believes the Registrant can
offer owners of potential  merger or acquisition  candidates the  opportunity to
acquire a controlling  interest in a public company at  substantially  less cost
than is required to conduct an initial public offering.

         On August 31, 1992 Jeffrey Paul Stroud ("Stroud") acquired  173,995,000
shares of the Registrant's common stock, representing 51% of the then issued and
outstanding shares, from Kitchen.  Stroud also acquired from Kitchen 162,000,000
warrants to acquire  162,000,000  shares of the  Registrant's  common stock.  On
March 31, 1993 Stroud  entered into a Stock  Purchase  Agreement  with New World
Capital Markets, Ltd. under which he sold 173,995,000 shares of the Registrant's
common  stock and  162,000,000  warrants  to acquire an  additional  162,000,000
shares of common stock.

         On June 17, 1993 the  Registrant's  then  existing  Board of  Directors
resigned  and Fred G.  Luke and Jon L.  Lawver  were  appointed  as  replacement
Directors.  The  outgoing  Board also  elected  Fred G. Luke as President of the
Registrant  and Jon L.  Lawver  as  Secretary,  Treasurer  and  Chief  Financial
Officer.

         The  Registrant's  day-to-day  business  affairs  are  handled by three
directors and two officers.  No cash  compensation has been paid to any officers
or directors during the fiscal year ended May 31, 1992 or 1993. As of the filing
date of this Report,  the Registrant had no  operations.  Current  management is
pursuing  business  opportunities,  but no  assurance  can  be  given  that  the
Registrant  will be successful in acquiring  any business  opportunities,  or if
acquired, what revenues might be provided from such operations.

                                                        [TOEN\10K:TG53193.10K]-4

                                        1

<PAGE>



         As used herein,  the term "Company" or the  "Registrant"  refers to The
Toen Group Inc. The Registrant  currently  maintains its executive  offices at 2
Park  Plaza,  Suite 470,  Irvine,  California  92714.  The  telephone  number is
(714)833-2094.


ITEM 2.           PROPERTIES

         As of the  filing  date  of this  Report,  the  Registrant's  principal
executive  offices are located in leased premises of approximately  3,000 square
feet in Irvine, California.  These premises are occupied by the Registrant under
an Advisory and Management Agreement with NuVen Advisors,  Inc.,  ("NuVen"),  an
affiliate.


ITEM 3.            LEGAL PROCEEDINGS

         As of the filing date of this report there are no legal  proceedings to
which the Registrant is a party, or of which any of the Registrant's  properties
is the subject.


ITEM 4.            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None



                                     PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS

(a)      MARKET INFORMATION

         Following the  completion  of the public  offering on November 30, 1989
and until  September  6,  1990,  the  Company's  common  stock was traded on the
over-the-counter  market and reported by the National Quotation Bureau.  Trading
ceased on September 6, 1990. The Registrant's outstanding securities, consist of
no par  value  common  stock  and  Redeemable  Common  Stock  Purchase  Warrants
("Warrants").  The Registrant's  Board of Directors and shareholders  approved a
1:1000  reverse split of its common stock on September 28, 1994  decreasing  the
number of issued and outstanding  common stock from 249,371,667 to 249,372.  The
Registrant's  board of directors,  shareholders  and  warrantholders  approved a
1:250  reverse  split of the  Warrants  decreasing  the  number  of  issued  and
outstanding  Warrants from  167,000,000  to 668,000 and  increasing the exercise
price from $.02 per Warrant to $5.00 per Warrant.  Additionally,  the expiration
date of the Warrants was  extended to December 31, 1996.  Each Warrant  entitles
the holder to purchase at a price of $5.00,  one share of the  Company's  common
stock.

         There  has been no  market  for the  Registrant's  Common  Stock  since
September  6,  1990.  Prior to such date the  closing  bid and ask price for the
Company's  common stock has been reported by the National  Quotation Bureau Inc.
as follows:

                                                        [TOEN\10K:TG53193.10K]-4

                                        2

<PAGE>


          BID PRICE OF
          COMMON STOCK
     ---------------------
     HIGH              LOW
     ----             ----
     .01              .01


(b)      Holders

         The  approximate  number of  holders  of record of each class of equity
securities  of the  Registrant  as of the  filing  date of this  report,  was as
follows:


                                                               NUMBER OF
          TITLE OF CLASS                                    RECORD HOLDERS
-----------------------------------------                   -------------- 
Common Stock No Par Value                                         40
Redeemable Common Stock Purchase Warrants                         30


(c)      DIVIDENDS

                  The  Registrant  has never declared or paid a cash dividend on
its common stock.  The Registrant  does not intend to pay a cash dividend in the
foreseeable future.


ITEM 6.           SELECTED FINANCIAL DATA

                  The Registrant's  consolidated  financial data presented below
has been derived from the consolidated  financial  statements of the Registrant.
It should be read in conjunction with  "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations" and the  Consolidated  Financial
Statements, including the Notes thereto, appearing elsewhere herein.

<TABLE>
<CAPTION>

                                                            Year Ended May 31,
                                                            ----------------- 
<S>                                    <C>                   <C>                 <C>

                                               1993                 1992                 1991
                                       --------------------  ------------------  ------------------
Income                                 $                 -   $         148,988   $           62,553
Cost of Sales                                            -              79,567               48,940
                                       --------------------  ------------------  ------------------
  Gross Profit                                           -              69,421               13,613
General and Administrative
  Expenses                                          57,448              84,715              118,617
                                       --------------------  ------------------  ------------------
Net Loss from Operations                           (57,448)            (15,294)            (105,004)
Other Income (Expense):
  Interest Income                                        -                   -                1,434
  Interest Expense                                    (344)               (865)                (216)
                                       --------------------  ------------------  -------------------
     Total Other Income (Expense)                     (344)               (865)               1,218
                                       --------------------  ------------------  -------------------
Net Loss Before Provision for
  Federal Income Tax and
  Discontinued Operations                          (57,792)            (16,159)            (103,786)
Provision for Federal Income Tax:
  Current                                                -                    -                   -
  Deferred                                               -                    -                   -
                                       --------------------  ------------------  ------------------
     Total Income Taxes                                  -                    -                   -
                                       --------------------  ------------------  ------------------
Net Loss Before Discontinued
  Operations                                       (57,792)            (16,159)            (103,786)
Income From Discontinued
  Operations, net of tax                            29,889                   -                    -
                                       --------------------  ------------------  ------------------
Net Loss                               $           (27,903)  $         (16,159)  $         (103,786)
                                       ====================  ==================  ===================
Net Loss Per Share:
  Income Before Provision For
  Federal Income Tax                   $              (.00)  $            (.00)  $             (.00)
Provision For Federal Income Tax                         -                   -                    -
Income from Discontinued
  Operations                                             -                   -                    -
                                       --------------------  ------------------  ------------------
Net Loss Per Share                     $              (.00)  $            (.00)  $             (.00)
                                       ====================  ==================  ===================
Weighted Average Number of
  Shares Outstanding                            298,769,167          348,166,66           348,166,66

</TABLE>

                                                        [TOEN\10K:TG53193.10K]-4
                                        3

<PAGE>



ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         CAPITAL RESOURCES AND LIQUIDITY

         The  Registrant's  total  revenues  for the  year  ended  May 31,  1993
decreased $148,988 over the same period ended May 31, 1992, since the Registrant
had no operations and no revenues during the year ended May 31, 1993.

         The  Registrant  has incurred  recurring  net losses and negative  cash
flows from operating activities since its inception in 1989. As of May 31, 1993,
the Registrant had no cash and cash equivalents and had negative working capital
of  $14,285.  As of the  date of this  report,  the  Registrant  had no  current
material commitments for capital expenditures.

         As a result of the drain on the Registrant's working capital due to the
discontinuance  of  Sunbelt,  the  Registrant  had no cash and cash  equivalents
remaining  as of May 31,  1993 to finance  future  operations.  Considering  the
Registrant's  operating losses,  negative cash flows from operating  activities,
management  cannot assure that such limited liquid  resources will be sufficient
to sustain the Registrant's operations and its other development activities. The
Registrant's plan is to keep searching for additional sources of capital and new
operating opportunities. In the interim, the Registrant's existence is dependent
on   continuing   financial   support  from  NuVen  which  is  estimated  to  be
approximately  $146,000 for the next fiscal year based upon  current  agreements
and obligations the Registrant has at May 31, 1993.

                                                        [TOEN\10K:TG53193.10K]-4

                                        4

<PAGE>



         As of  the  filing  date  of  this  Report,  Sunbelt's  operations  had
discontinued  and been sold  October,  1992.  As such,  all  Sunbelt  operations
through October,  1992 has been accounted for as a discontinued  operation.  The
total gaming  revenues in the amount of $148,988 for the year ended May 31, 1992
from Sunbelt are not expected to recur in future years due to the discontinuance
and sale.  The  Registrant  is also  pursuing  other  joint  venture,  merger or
acquisition  opportunities which may provide additional capital resources during
fiscal 1996.

         As of the filing date of this report, the Registrant has no commitments
for capital expenditures, equity or debt financing and no assurances can be made
that its working capital needs can be met.

<TABLE>
<CAPTION>

         Cash Flows                                         For the Year Ended May 31,
--------------------------------------------          ---------------------------------------
                                                             1993                1992
                                                      ------------------  -------------------
<S>                                                   <C>                 <C>

Cash provided (used) in operating activities          $         7,360     $           117,289
Cash provided (used) by investing activities          $         6,354     $         (120,506)
Cash provided (used) by financing activities          $      (13,747)     $              640
Net increase (decrease) in cash                       $          (33)     $           (2,577)

</TABLE>

         Cash provided by operating  activities decreased to $7,360 for the year
ended May 31, 1993 from $117,289 for the  comparable  period last year which was
primarily  attributable  to the  sale  of  the  Registrant's  Sunbelt  operating
division on October, 1992.

         Cash provided by investing  activities increased to $6,354 for the year
ended May 31,  1993 from  $120,506  cash used by  investing  activities  for the
comparable  period  last  year  which was  primarily  attributable  to  proceeds
received from the sale of the Sunbelt division.

RESULTS OF OPERATIONS

         There were no revenue producing operations since October, 1992 at which
time the Registrant sold its operating  division Sunbelt.  Sunbelt's  operations
are shown as  discontinued  operations for the year ended May 31, 1993, and as a
result there were no operating  revenues or  operating  costs and expenses  from
continuing operations.

YEAR ENDED MAY 31, 1993 COMPARED TO YEAR ENDED MAY 31, 1992

         The  Registrant  has had no  operations  since  October  1992  when the
Sunbelt Assets,  constituting the Registrant's sole operations and substantially
all of the Registrant's assets were sold to William J.
Kitchen.

         The operating loss increased to $57,448 from $15,294 in fiscal 1992 due
to the loss of operating revenues.  General and administrative expenses declined
to $57,448 in fiscal 1993 from $84,715 in fiscal 1992 due to the  discontinuance
and sale of the Sunbelt division.

                                                        [TOEN\10K:TG53193.10K]-4

                                        5

<PAGE>



YEAR ENDED MAY 31, 1992 COMPARED TO YEAR ENDED MAY 31, 1991

         The Registrant  incurred  significant losses from its inception through
May 31, 1992.  Net revenue for 1992  increased to $148,988 from $62,553 in 1991.
The loss from operations decreased to $15,294 in 1992 from $105,004 in 1991. Net
loss decreased to $16,159 in 1992 from $103,786 in 1991.


ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The following  financial  statements are filed as a part of this Annual
Report on Form 10-KSB and are included immediately following the signature page.

          INDEX TO FINANCIAL STATEMENTS                               PAGE

     Report of Independent Certified Public Accountants ..............F-2/3
     Balance Sheets for May 31, 1993 and 1992 ........................F-4
     Statements of Operations for the years ended
      May 31, 1993 and 1992 ..........................................F-5
     Statements of Stockholders' Equity for May 31, 1993 and 1992 ....F-6
     Statements of Cash Flows for May 31, 1993 and 1992 ..............F-7
     Notes to Financial Statements ...................................F-8/9


ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         Following  May  31,  1990,  Jerome  W.  Karsh  & Co.  resigned  as  the
Registrant's  principal  accountants.  In April,  1993, the Registrant  notified
O'Neal & White of its  appointment  as the  Registrant's  principal  independent
accountants.  On July 19, 1995, C. Williams & Associates replaced O'Neal & White
as the Registrant's principal accountants.  However, due to the revocation of C.
Williams'  license  (discussed  below),  on  April,  24  1996  Spurgeon,  Kang &
Associates  replaced C.  Williams &  Associates  as the  Registrant's  principal
accountants.

         The firm of  O'Neal  & White  performed  an  audit of the  Registrant's
financial  statements for the years ended May 31,1993,  1992 and 1991 and issued
its reports on those audits on July 12, 1993. O'Neal & White voluntary dissolved
on April 15, 1995.

         The  shareholders of the Registrant  continue to retain legal rights to
sue and recover  damages from O'Neal & White,  and its  directors,  officers and
shareholders  for material  misstatements  or  omissions,  if any, in the fiscal
1993,  1992 and 1991 financial  statements,  in accordance  with the laws of the
State of Texas governing the dissolution of Texas professional corporations.

                                                        [TOEN\10K:TG53193.10K]-4

                                        6

<PAGE>



         In connection with the audits for the fiscal 1993, 1992 and 1991, there
were no disagreements between the Registrant and O'Neal & White on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
O'Neal & White  would  have  caused to make  reference  in  connection  with its
report.

         None of the  reports  of O'Neal & White on the  Registrant's  financial
statements  contained  an  adverse  opinion  or a  disclaimer  of opinion or was
qualified as to uncertainty,  audit scope, or accounting  principles except that
the opinion was qualified by the assumption  that the Registrant  would continue
as a going concern.

         Mr.  Charles R. Williams,  one of the  principals of C.  Williams,  was
advised by the Texas State Board of Public Accountancy in a letter dated January
29, 1996,  addressed  to the Chief  Accountant  of the  Division of  Corporation
Finance of the Securities and Exchange Commission (the  "Commission"),  that his
certificate as a Certified Public Accountant was revoked effective as of May 18,
1995,  which was  subsequently  revised to provide for a  revocation  date as of
March 2, 1995.  The Chief  Accountant  of the  Division of  Corporation  Finance
advised Mr.  Williams  by means of a letter  dated  February  7, 1996,  that the
Commission does not recognize any person as a certified public accountant who is
not duly  registered and in good standing as such under the laws of the place of
his residence or principal office as of March 2, 1995.

         In  connection  with the audit for the fiscal year ended May 31,  1990,
and  for  the  period  from  June  10,  1988,  to May 31,  1990,  there  were no
disagreements  between the Registrant and Jerome W. Karsh & Co. on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
Jerome W. Karsh & Co. would have caused it to make reference in connection  with
its report.

         None of the  reports  of  Jerome  W.  Karsh & Co.  on the  Registrant's
financial  statements contained an adverse opinion or a disclaimer of opinion or
was qualified as to uncertainty,  audit scope, or accounting  principles  except
that the opinion was  qualified  by the  assumption  that the  Registrant  would
continue as a going concern.

         The decision to change  principal  independent  accountants was made by
the Registrant's  Board of Directors.  Joel Ripmaster Director 1990 to September
25, 1992, James Wills Director 1990 to September 25, 1992.


                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS

(a)      IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS.

         The following table furnishes the information  concerning the directors
in office during fiscal years 1992 and 1993. The directors of the Registrant are
elected every year and serve until their  successors  are elected and qualified.
The  officers of the  Registrant  are chosen by and serve at the pleasure of the
Board of Directors.

                                                        [TOEN\10K:TG53193.10K]-4

                                        7

<PAGE>

<TABLE>
<CAPTION>


                                              Present Positions                              Period
                                              and Offices Held                             Served as
               Name                           in the Company                                Director
               ----------------------         --------------------------        -----------------------------------
<S>            <C>                            <C>                               <C>

               William J. Kitchen             President and Director            1989 to September 25, 1992


               Todd E. Ficken                 Secretary                         1989 to September 25,1992


               Patricia L. Schonebaum         Vice President, Secretary         September 25, 1992 to June 17,993
                                                Director

               Jeffrey P. Stroud              President and Director            September 25, 1992 to June 17, 1993


               Gregory Skufca                 Director                          September 25, 1992 to June 17, 1993

</TABLE>


        The Registrant has no audit,  compensation or nominating committees.  No
family relationships exist between any of the officers or directors.

          (b)  Identification of Certain Significant Employees.

        There are no employees other than the executive officers disclosed above
who make or are expected to make,  significant  contributions to the business of
the Registrant, the disclosure of which would be material.

          (c)  Family Relationships.

                  None.


ITEM 11.       MANAGEMENT REMUNERATION AND TRANSACTIONS

(a)     CASH COMPENSATION.

        None  of  the  Registrant's   executive   officers   received  any  cash
compensation during fiscal 1993 and 1992.

(b)     STOCK OPTIONS

        During fiscal year 1993 or 1992 there were no individual grants of stock
options made.

(c)     AGGREGATED OPTION EXERCISES

        During  the  fiscal  1993 and 1992,  there  were no  exercises  of stock
options.

                                                        [TOEN\10K:TG53193.10K]-4

                                        8

<PAGE>



(d)     LONG-TERM INCENTIVE PLANS

        During the  fiscal  1993 and 1992,  there were no awards  under any Long
Term Incentive Plan.

(e)     COMPENSATION OF DIRECTORS

        The  Registrant  has no standard  arrangement  for the  compensation  of
directors or their committee participation or special assignments.

(f)     EMPLOYMENT CONTRACTS

        During fiscal 1993 and 1992, there were no employment contracts.


(g)     REPORT ON REPRICING OF OPTIONS

        During  fiscal year 1993 or 1992,  the  Registrant  has not  adjusted or
amended the exercise price of stock options.

(h)     TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS.

        On March 31, 1993  Jeffrey  Paul Stroud  entered  into a Stock  Purchase
Agreement  with New World Capital  Markets,  Ltd. under which Stroud sold to New
World Capital Markets  173,995,000  shares of the Registrant's  common stock and
162,000,000  warrants  to acquire  an  additional  162,000,000  shares of common
stock, all of which Stroud had acquired from William J. Kitchen.  At the closing
of the  Agreement,  on June 17, 1993 the  Registrant's  then  existing  Board of
Directors  resigned  and  Fred G.  Luke  and Jon L.  Lawver  were  appointed  as
replacement Directors. The outgoing Board also elected Fred G. Luke as President
of the Registrant and Jon L. Lawver as Secretary,  Treasurer and Chief Financial
Officer.


ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT AS OF MAY 31, 1993

(a)     BENEFICIAL OWNERS OF FIVE PERCENT (5%) OR GREATER OF THE REGISTRANT'S
        OUTSTANDING VOTING SECURITIES.

        The  following  sets forth  information  with  respect to  ownership  by
holders of more than five (5%) of the Registrant's outstanding voting securities
known by the Registrant.

<TABLE>
<CAPTION>

                   Name and Address               Amount and Nature
Title of Class     of Beneficial Owner            of Beneficial Interest        Percent of Class
--------------     -------------------------      ----------------------        ----------------
<S>                <C>                            <C>                           <C>

No par value       Jeffrey Paul Stroud
                   2064 East Chesapeake Lane
                   Highland  Ranch, CO 80126      173,995,000                   51%

</TABLE>

                                                        [TOEN\10K:TG53193.10K]-4

                                        9

<PAGE>



    The following sets forth information with respect to the Registrant's Common
Stock beneficially  owned by each Officer and Director,  and by all Officers and
Directors  as a  group.  No  officer  or  director  personally  owns  any of the
Registrant's Redeemable Common Stock Purchase Warrants.


                                                 Amount and
                                                 Nature of
                   Name and Address              Beneficial
Title of Class     of Officers and Directors     Interest      Percent of Class
--------------     -------------------------     -----------   ----------------
No par value       Jeffrey Paul Stroud           173,995,000          51%
Common Stock       2064 East Chesapeake Lane
                   Highland Ranch, CO 80126


ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)      TRANSACTIONS WITH MANAGEMENT AND OTHERS.

         The  Toen  Group,   Inc.  (the   Registrant"   or  the  "Company")  was
incorporated  in the  State of  Colorado  on June 10,  1988 for the  purpose  of
searching  for,  evaluating  and  organizing  an  interest  in or more  business
opportunities.  On December 3, 1989, the Company  completed a public offering of
its stock  pursuant  to a  registration  statement  on Form S-18  filed with the
Denver Regional Office of the Securities and Exchange  Commission.  The Company,
through an  underwriter,  sold a total of 50,000,000  shares of the Company's no
par value  common  stock and  5,000,000  warrants  for the purchase of 5,000,000
shares of common stock.

         On March 9, 1990,  the Company  completed  an agreement to exchange its
common  stock for all of the issued  and  outstanding  capital  stock of Sunbelt
Media Group Inc.  ("Sunbelt").  Pursuant to the terms of the agreement  with the
shareholders  of Sunbelt,  the Company issued  278,400,000  shares of its common
stock in exchange for all the outstanding  shares of common stock of Sunbelt and
Sunbelt  became a  wholly-owned  subsidiary  of the Company.  From March 1990 to
October  1992  Sunbelt  owned and  operated  low power  television  stations and
related  businesses,  and provided  programming to those  stations.  The Company
discontinued  the  Sunbelt  business  in  October  1992 and soled all the assets
associated  with the  operation of Sunbelt,  including  all  contracts and lease
agreements  necessary for its  operations to William J. Kitchen  ("Kitchen")  in
consideration of 1) Kitchen's  forgiveness of notes an other obligations owed to
Kitchen by the Registrant; and 2) Kitchen's assumption of miscellaneous debts of
Sunbelt.  Pursuant to the sale, Kitchen also delivered  98,795,000 shares of the
Registrant's common stock to the Registrant for cancellation. Since October 1992
the Company has not had any revenues or operations.

         Accordingly,  Toen is  currently  in the process of seeking a merger or
acquisition with a business entity or entities expected to be private companies,
partnerships  or sole  proprietorships.  Management  believes the Registrant can
offer owners of potential  merger or acquisition  candidates the  opportunity to
acquire a controlling  interest in a public company at  substantially  less cost
than is required to conduct an initial public offering.

                                                        [TOEN\10K:TG53193.10K]-4

                                       10

<PAGE>



         On August 31, 1992 Jeffrey Paul Stroud ("Stroud") acquired  173,995,000
shares of the Registrant's  common stock representing 51% of the then issued and
outstanding shares from Kitchen.  Stroud also acquired from Kitchen  162,000,000
warrants to acquire 162,000,000 shares of the Registrant's common stock.

         On March 31, 1993 Stroud entered into a Stock  Purchase  Agreement with
New World Capital Markets,  Ltd. under which he sold  173,995,000  shares of the
Registrant's  common  stock and  162,000,000  warrants to acquire an  additional
162,000,000 shares of common stock. As discussed above,  Stroud had acquired the
173,995,000 shares and 162,000,000  warrants from Kitchen. At the closing of the
Agreement on June 17, 1993 the  Registrant's  then  existing  Board of Directors
resigned  and Fred G.  Luke and Jon L.  Lawver  were  appointed  as  replacement
Directors.  The  outgoing  Board also  elected  Fred G. Luke as President of the
Registrant  and Jon L.  Lawver  as  Secretary,  Treasurer  and  Chief  Financial
Officer.

(b)      CERTAIN BUSINESS RELATIONSHIPS.

         There are no  employees  other than the  executive  officers  disclosed
above  who make,  or are  expected  to make,  significant  contributions  to the
business of the Registrant, the disclosure of which would be material.

(c)      INDEBTEDNESS OF MANAGEMENT.

         None.



                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
                  8-K.

(a)      (1)      FINANCIAL STATEMENTS:  The Financial Statements included in
                  this Item are indexed on Page F-1, "Index to Financial
                  Statements."

(3)      EXHIBITS:

<TABLE>
<CAPTION>

         Exhibit
         Number                                          Description
------------------------------------------------------------------------------------------------------------
<S>      <C>                                 <C>                                                            
         3                                   Articles of Incorporation and Bylaws [incorporated herein by
                                             reference to Exhibit 3.1 and 3.2 of Registrant's Registration
                                             Statement on Form S-18 (No. 33-23430-D)].

         4(a)                                Warrant Agreement and form of Warrant Certificate [incorporated
                                             herein by reference to Exhibit 4.6 of Registrant's Registration
                                             Statement on Form S-18 (No. 33-23430-D)].

         4(b)                                Specimen Redeemable Common Stock Purchase Warrant
                                             [incorporated herein by reference to Exhibit 4.2 of Registrant's
                                             Registration Statement on Form S-18 (No. 33-23403-D)].

         10(a)                               Underwriting Agreement with Tri-Bradley Investment, Inc.
                                             [incorporated herein by reference as Exhibit 1.1 to Amendment
                                             No. 5 to Form S-18 Registration Statement on Form S-18 (No. 33-
                                             23430-D)].

         10(b)                               Agreement to Purchase Stock dated August 31, 1992 between The
                                             Toen Group, Inc., Jeffrey Stroud and William J. Kitchen
                                             [incorporated herein by reference to Exhibit "A" to Form 8-K
                                             dated September 25, 1992, and filed October 9, 1992].

         10(c)                               Stock Purchase Agreement dated March 31, 1993 between New
                                             World Capital Markets, Ltd. and Jeffrey Paul Stroud. (1)

</TABLE>

-------------------------------------------------
         (1)      Filed Herewith

                                                        [TOEN\10K:TG53193.10K]-4

                                       11

<PAGE>



(b)      Reports on Form 8-K

         On October 9, 1992 the  Registrant  filed a current  report on Form 8-K
dated  September  25,  1992  reporting  the sale to  William  J.  Kitchen by the
Registrant of all assets owned by the Registrant  associated  with the operation
of Sunbelt,  including  all  contracts  and lease  agreements  necessary for its
operations (the "Sunbelt  Assets").  In return for the Sunbelt  Assets,  Kitchen
forgave all notes and other  obligations of the Registrant to Kitchen and/or all
entities  owned or  controlled  by Kitchen,  as well as Kitchen's  assumption of
other miscellaneous debts of Sunbelt. Kitchen also returned to the Registrant of
98,795,000 shares of the Registrant's common stock as partial  consideration for
the sale by the Registrant of the Sunbelt assets to Kitchen.  The  consideration
offered and accepted by the Registrant and Kitchen was the result of arms length
negotiations. The amounts were arbitrarily determined by the parties and bore no
relationship to assets,  shareholders'  equity, or any other recognized criteria
of value.

         The sale of the trade name "Sunbelt  Media Group" and all of the assets
owned by the Registrant  associated with its Sunbelt  operation  constituted the
sale of substantially all of the Registrant's assets.

         In the same Report on Form 8-K the Registrant reported that pursuant to
an  Agreement  to  Purchase  Stock  dated as of August  31,  1992 (the  "Sunbelt
Agreement"), Jeffrey Paul Stroud acquired 173,995,000 shares of the Registrant's
common stock (the "Stroud Shares")  representing  fifty-one percent (51%) of the
issued  and  outstanding  shares  of stock of the  Registrant  from  Kitchen,  a
shareholder of the Registrant who, prior to closing the Sunbelt Agreement, owned
272,790,000  shares of common stock of the  Registrant  (the "Kitchen  Shares"),
said shares  representing  eighty  percent  (80%) of the issued and  outstanding
shares of the Registrant at the time as set forth above.  Under the terms of the
Agreement,  Stroud also acquired from Kitchen, all other equity rights, options,
warrants and the like in and to the Registrant's shares owned by Kitchen,  which
rights  included  Warrants  representing  the  right to  acquire  an  additional
162,000,000 shares of common stock of the Registrant.  As partial  consideration
for the sale of the Warrants and the Stroud

                                                        [TOEN\10K:TG53193.10K]-4

                                       12

<PAGE>



Shares to Stroud by Kitchen,  Stroud agreed to release  Kitchen from any and all
claims which Stroud had against  Kitchen as a result of Stroud's  investment  in
the  registered  securities  of the  Registrant  prior to  closing  the  Sunbelt
Agreement.

         At closing of the Agreement,  the  Registrant's  then existing Board of
Directors  systematically  resigned  and were  replaced by Jeffrey  Paul Stroud,
Gregory  Skufca  and  Patricia  Schoenbaum.  The  newly  reconstituted  Board of
Directors  then  elected  Stroud to serve as President  of the  Registrant,  and
Gregory Skufca to serve as Secretary/Treasurer.

                                                        [TOEN\10K:TG53193.10K]-4

                                       13

<PAGE>



                                   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 on the day of ,1996.

                                        THE TOEN GROUP, INC.
                                        (Registrant)



                                        By:/s/Jon L. Lawver
                                        ---------------------------------------
                                        Jon L. Lawver Chief Financial Officer,
                                        Secretary and Director



         Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the day of September, 1996.


     Signature                                   Title
--------------------          -----------------------------------------------
/s/  Fred G. Luke             Chairman of the Board and President
 
/s/  Jon L. Lawver            Chief Financial Officer, Secretary and Director

/s/  John D. Desbrow          Director

                                                        [TOEN\10K:TG53193.10K]-4

                                       14

<PAGE>



                              THE TOEN GROUP, INC.

                          INDEX TO FINANCIAL STATEMENTS



FINANCIAL STATEMENTS, FISCAL YEARS 1993 AND 1992                      Page

         Reports of Independent Public Accountants ...................F-2

         Balance Sheets as of May 31, 1993, and 1992 .................F-3

         Statements of Operations for the years
          ended May 31, 1993 and 1992, ...............................F-4

         Statements of Stockholders' Equity (Deficiency)
          for the years Ended May 31, 1993 and 1992 ..................F-5

         Statements of Cash Flows for the Years
          Ended May 31, 1993 and 1992 ................................F-6

         Notes to Financial Statements ...............................F-7-8

                                                        [TOEN\10K:TG53193.10K]-4

                                       F-1

<PAGE>



                             O'NEAL AND WHITE, P.C.
                          Certified Public Accountants
                        17350 Tomball Parkway, Suite 300
                              Houston, Texas 77064
                                 (7113) 890-2554


                          INDEPENDENT AUDITOR'S REPORT


July 12, 1993

Board of Directors
The TOEN Group, Inc.
Highlands Ranch, Colorado

We have audited the  accompanying  balance sheets of the TOEN Group,  Inc. As of
May 31, 1993 and 1992, and the related  statements of operations,  stockholders'
equity and cash flows for the two years then ended.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 The TOEN Group, Inc. As of May
31, 1993 and 1992,  and the results of its operations and its cash flows for the
two  years  then  ended,  in  conformity  with  generally  accepted   accounting
principles.



/S/O'NEAL AND WHITE, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

Note:

The firm of  O'Neal & White  performed  an audit of the  Registrant's  financial
statements  for the year  ended May 31,  1993 and 1992 and  issued its report on
that audit on July 12,  1993.  O'Neal & White  voluntary  dissolved on April 15,
1995

The  shareholders  of the Registrant  continue to retain legal rights to sue and
recover  damages  from  O'Neal  &  White,   and  its  directors,   officers  and
shareholders for material misstatements or omissions, if any, in the fiscal 1993
and 1992 financial statements, in accordance with the laws of the State of Texas
governing the dissolution of Texas professional corporations.

                                                        [TOEN\10K:TG53193.10K]-4

                                       F-2

<PAGE>

<TABLE>
<CAPTION>


                              THE TOEN GROUP, INC.
                                 BALANCE SHEETS
                                     May 31,

                                     ASSETS

                                                                                    1993                     1992
                                                                                  --------                 -------
<S>                                                                               <C>                      <C>

CURRENT ASSETS
  Cash                                                                            $                        $
                                                                                         -                      33
  Inventory                                                                              -                   3,408
                                                                                  --------                 -------
  Total Current Assets                                                                   -                   3,441

FIXED ASSETS - NET (Notes 1 and 2)                                                       -                 116,332

ORGANIZATION COSTS (NET)                                                               739                   2,595

OTHER ASSETS                                                                                                23,786
                                                                                        -
   TOTAL ASSETS                                                                   $                        $
                                                                                  ========                 =======
                                                                                       739                 146,154
                                                                                  ========                 =======
                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
  Accounts Payable                                                                 $14,105                 $17,505
  Capital Lease Payable                                                                  -                   9,726
  Payroll Taxes Payable                                                                180                     180
  Notes Payable (Note 2)                                                                 -                  79,541
                                                                                  --------                 -------

  TOTAL CURRENT LIABILITIES                                                         14,285                 106,952

COMMITMENTS AND CONTINGENCIES                                                            -                       -
STOCKHOLDERS' EQUITY (DEFICIT):
  Common Stock, No Par Value,
    785,000,000 Shares Authorized
    249,371,667 and 348,166,667
    Shares Issued and Outstanding,
    Respectively                                                                   408,442                 408,442
  Treasury Stock at Cost, 98,795,000
    And 0 Shares, Respectively (Note                                              (24,845)                       -
2)                                                                               (397,143)                (369,240)
  Retained Earnings (Deficit)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                              (13,546)                  39,202
                                                                                  --------                 -------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                                                            $    739                 $
                                                                                  ========                 =======
                                                                                                           146,154

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                                        [TOEN\10K:TG53193.10K]-4
                                       F-3

<PAGE>




                              THE TOEN GROUP, INC.
                             STATEMENT OF OPERATIONS
                           FOR THE YEARS ENDED MAY 31,



                                        1993                   1992
                                        ------                -------
INCOME                                $                      $
                                             -                148,988
COST OF SALES                                -                 79,567
                                        ------                 ------
  GROSS PROFIT                               -                 69,421
GENERAL AND ADMINISTRATIVE EXPENSES     57,448                 84,715
                                        ------                 ------
NET LOSS FROM OPERATION                (57,448)               (15,294)

                                                        [TOEN\10K:TG53193.10K]-4

                                       F-4

<PAGE>



OTHER INCOME (EXPENSE):
  Interest Income                                       -              -
  Interest Expense                                --------       --------
                                                     (344)          (865)
                                                  --------       --------
    TOTAL OTHER INCOME (EXPENSE)

NET LOSS BEFORE PROVISION FOR                        (344)          (865)
                                                  --------       -------
FEDERAL INCOME TAX AND
DISCONTINUED OPERATIONS

PROVISION FOR FEDERAL INCOME TAX:                 (57,792)       (16,159)
  Current
  Deferred

    Total Income Taxes                                  -              -
                                                  --------       --------
NET LOSS BEFORE DISCONTINUED OPERATIONS                 -              -

INCOME FROM DISCONTINUED OPERATIONS NET OF TAX    (57,792)       (16,159)

NET LOSS

NET LOSS PER SHARE:                               --------       --------
  INCOME BEFORE PROVISION FOR                      29,889              -
                                                  --------       --------
    FEDERAL INCOME TAX                           $              $
                                                  ========       ========
PROVISION FOR FEDERAL INCOME TAX                  (27,903)       (16,159)
                                                  ========       ========

INCOME FROM DISCONTINUED OPERATIONS

NET LOSS PER SHARE                               $(.00)         $(.00)

                                                  -              -
                                                  ========       ========

                                                 $              $
                                                  ========       ========
                                                  (.00)          (.00)
                                                  ========       ========
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                              298,769,167,348,166,667

   The accompanying notes are an integral part of these financial statements.

                                                        [TOEN\10K:TG53193.10K]-4

                                       F-5

<PAGE>

<TABLE>
<CAPTION>


                              THE TOEN GROUP, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                         FOR THE YEARS ENDED MAY 31,1993

                                                                                     RETAINED
                              SHARES              COMMON              TREASURY       EARNINGS
                              AMOUNT              STOCK               STOCK          (DEFICIT)       TOTAL
                              ------------        --------            --------       -----------    --------
<S>                           <C>                 <C>                 <C>            <C>            <C>

May 31, 1991                  348,166,667         $408,442            $      -       $(353,081)     $ 55,361

Net Loss                                -                -                   -        ( 16,159)      (16,159)
                              -----------         ---------           ---------      ----------     ----------

May 31, 1992                  348,166,167          408,442                   -        (369,240)       39,202
Exchange of Assets
and Liabilities for
Common Stock
(Note 2)                      (98,795,000)               -             (24,845)              -       (24,845)

Net Loss                                -                -                   -        ( 27,903)      (27,903)
                              ------------        ---------           ---------       ----------    ----------

May 31, 1993                  249,371,667         $408,442            $(24,845)      $(397,143)     $(13,546)
                              ============        =========           ---------       ==========    ==========

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                                        [TOEN\10K:TG53193.10K]-4

                                       F-6

<PAGE>

<TABLE>
<CAPTION>


                              THE TOEN GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED MAY 31,1993 AND 1992


                                                                                     1993                  1992
                                                                                     ---------             --------
<S>                                                                                  <C>                   <C>

RECONCILIATION OF NET INCOME TO NET CASH
USED BY OPERATING ACTIVITIES:
  Net Income (Loss)                                                                  $(27,903)             $(16,159)

ADD:  ITEMS NOT REQUIRING CASH:
  Depreciation                                                                         25,399                28,499
  Expiration of Construction Permits                                                    8,000                     -

  Adjustments  to reconcile  net income (loss) To net cash provided by operating     
  activities:
    (Increase) Decrease in Accounts Receivable                                              -               120,243
    (Increase) Decrease in Inventory                                                    3,408                46,167
    (Increase) Decrease in Other Assets                                                 1,856               (17,277)
    Increase (Decrease) in Accounts Payable                                            (3,400)              (41,757)
      Payable                                                                               -                  (961)
    Increase (Decrease) in Capital Leases                                                   -                (1,466)
                                                                                     ---------             ---------

    Net Cash Provided by Operating Activities                                           7,360               117,289
                                                                                     ---------             ---------

CASH FLOW FROM INVESTING ACTIVITIES:
  Sale (Purchase) of Fixed Assets                                                       6,354              (120,506)
                                                                                     ---------             ---------

Net Cash Provided (Used) by
  Investing Activities                                                                  6,354              (120,506)
                                                                                     ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Sale of Common Stock                                                                      -                     -
  Net Borrowings From (Payments on)
    Notes Payable and Capital Leases                                                  (13,747)                  640
                                                                                     ---------             ---------

  Net Cash Provided by Financing Activities                                           (13,747)                  640
                                                                                     ----------            ---------

Net Increase (Decrease) in Cash                                                           (33)               (2,577)

CASH BALANCE AT BEGINNING OF YEAR                                                          33                 2,610
                                                                                     ----------            ---------

CASH BALANCE AT END OF YEAR                                                          $      -              $     33
                                                                                     ==========            =========

SUPPLEMENTAL SCHEDULE OF NON-CASH
FINANCING AND INVESTING ACTIVITIES:
  Retirement of Common Stock for Assets
  and Liabilities                                                                    $ 24,845              $      -

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                                        [TOEN\10K:TG53193.10K]-4

                                       F-7

<PAGE>



                              THE TOEN GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 1993


NOTE 1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.    BUSINESS AND ORGANIZATION

      The Company was incorporated in June, 1989 as a Colorado corporation.  The
      Company has primarily  been engaged in the  acquisition,  maintenance  and
      operation of television in various states.

      In August,  1992,  the Company  sold its Sunbelt  Media Group  ("Sunbelt")
      division,  operating the television stations, to a majority stockholder of
      the Company.

      Currently, the Company is exploring companies with existing operations for
      acquisitions.

B.    REVENUES AND EXPENSES

      The  Company  follows  the  accrual  method of  accounting.  Revenues  are
      recognized  when the service is provided and expenses are recognized  when
      incurred.

C.    CASH AND CASH EQUIVALENTS

      The  Company  considers  all highly  liquid  investments  with an original
      maturity of three months or less as cash equivalents.

D.    INVENTORY

      Inventories  are valued at the lower of cost or market with  substantially
      all stated at the first-in, first-out (FIFO) method.

E.    FURNITURE, FIXTURES AND EQUIPMENT

      Furniture,  fixtures and  equipment  are stated at cost.  Depreciation  is
      computed using accelerated  methods over the estimated useful lives of the
      assets ranging from 3-5 years.  The Company  provides tax  depreciation in
      conformity with the provisions of applicable tax law. Cost and accumulated
      depreciation  of assets sold or retired are removed  from the accounts and
      the  net  amount  applied  against  profit  or  loss  in the  year  of the
      transaction.

      Depreciation expense for the years ended May 31, 1993 and 1992 was $25,399
      and $28,499, respectively.

                                                        [TOEN\10K:TG53193.10K]-4

                                       F-8

<PAGE>



                              THE TOEN GROUP, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  MAY 31, 1993

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

F.    INCOME TAXES

      The Company follows Statement of Financial Accounting Standards No. 96, as
      amended,  Accounting  for Income  Taxes ("FAS 96"),  which  requires  that
      deferred  tax  liabilities  or  assets be  determined  using tax rates and
      limitations  expected to be in effect under enacted tax law when the taxes
      are actually paid or recovered.

      In  February  1992,  the  Financial   Accounting  Standards  Board  issued
      Statement of  Financial  Accounting  Standards  No. 109,  "Accounting  for
      Income Taxes." This pronouncement requires an asset and liability approach
      for financial  accounting and reporting for income taxes to be adopted for
      fiscal years  beginning after December 15, 1992. The methods to be used to
      adopt this new approach can either be a retroactive  restatement  of prior
      year financial statements or cumulative adjustments as of the beginning of
      the year of  adoption.  The Company has not yet  determined  the timing or
      methods of adoption nor the impact on the Company's consolidated financial
      statements with respect to deferred income taxes.  However,  the impact is
      expected to be minimal as the Company follows FAS 96.

G.    NET INCOME PER COMMON SHARE

      Net income per common  share is  calculated  by dividing net income by the
      weighted average number of shares outstanding during each year.

NOTE 2.        DISCONTINUED OPERATIONS

In August,  1992, the Company  executed an agreement with an 80%  shareholder of
the  Company,  whereby the Sunbelt  Media Group  ("Sunbelt")  trade name and all
assets and debt  related to Sunbelt,  were sold to the majority  shareholder.  A
note due to the majority stockholder in the amount of $24,500 was outstanding at
the date of the  agreement,  and was forgiven as part of the payment  price.  In
exchange,  the majority  shareholder  returned  98,795,000  shares of its common
stock  holdings  in  the  Company.  No  gain  or  loss  was  recognized  on  the
transaction,  as the resulting value of assets sold over liabilities assumed was
assigned as the cost of the treasury stock acquired.

                                                        [TOEN\10K:TG53193.10K]-4

                                       F-9

<PAGE>



                                  EXHIBIT 10 C



                  STOCK PURCHASE AGREEMENT DATED MARCH 31, 1993
                     BETWEEN NEW WORLD CAPITAL MARKETS LTD.
                             AND JEFFREY PAUL STROUD

                                                        [TOEN\10K:TG53193.10K]-4

                                      F-10

<PAGE>



                            STOCK PURCHASE AGREEMENT



      THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made this 31st of March
1993 and among those individuals whose names appear on the signature page hereof
and who agree to be parties to this  Agreement  by their  execution  hereof,  as
their  interests  are  identified  in  Exhibit A attached  hereto  (individually
"Seller"  and  collectively  "Sellers")  being the owners of the majority of the
issued  and  outstanding  shares of  capital  stock of THE TOEN  GROUP  INC.,  A
Colorado corporation ("Toen"), and NEW WORLD CAPITAL MARKETS LTD., a corporation
organized under the laws of the Republic of Ireland ("Purchaser").

      WHEREAS,  Sellers  represent  that they own  173,995,000  shares of common
stock of Toen  (the"Stock")  and 162,000,000  warrants to purchase common stock,
expiring June 15, 1993 the ("Warrants") collectively the "Toen Shares"; and,

      WHEREAS, Sellers desire to sell and Purchaser desires to purchase the Toen
Shares under the terms set forth herein.

      IN CONSIDERATION of the mutual promises  contained herein, the benefits to
be derived by each party hereunder,  and other good and valuable  consideration,
the receipt and sufficiency of which are hereby expressly acknowledged,  Sellers
and Purchaser agree as follows:

1.    PURCHASE AND SALE

      Sellers  agree to sell,  transfer,  convey and assign to Purchaser  all of
      their  right,  title and  interest  in and to the Toen  Shares  for Twenty
      Thousand Dollars  ($20,000) in cash to be delivered to Sellers Closing (as
      defined below).

2.    REVIEW PERIOD

      Sellers shall have sixty (60) business days from the date hereof to review
      all available  financial  information  related to Toen and the Toen Shares
      which time Purchase may elect, in its discretion,  to proceed with Closing
      or terminate this Agreement

3.    EFFECTIVE DATE AND CLOSING

      Unless otherwise agreed between the parties, Closing (the "Closing") shall
      occur at the office at of the Escrowholder (as defined below) on or before
      the third (3rd)  business day after notice of intent to Close is delivered
      by Purchaser.  Purchaser  shall execute at Closing an assignment  and such
      further  documentation as Purchaser may reasonably require to the transfer
      Toen  Shares  pursuant  to  this  Agreement,  free  and  clear  of  liens,
      encumbrances and adverse claims.

      Notwithstanding  the date of Closing,  Purchaser  shall be entitled to all
      dividends,  stock splits,  distributions or other benefits attributable to
      the Toen Shares up to and including the date of Closing.

                                                        [TOEN\10K:TG53193.10K]-4

                                        1

<PAGE>



4.    Representations and Warranties of Purchaser

      Purchaser hereby represents and warrants to Sellers that:

          A.   CORPORATE  EXISTENCE.  Purchaser is a privately held  corporation
               duly  organized and valid existing and in good standing under the
               laws of  Republic  of  Ireland,  and it has all  corporate  power
               necessary to engage in the business in which it presently engages
               and it  has  all  corporate  power  necessary  to  engage  in the
               business in which it presently  engages and it was not formed for
               the sole purpose of this transaction.

          B.   AUTHORITY. This Agreement has been duly executed by Purchaser and
               the execution and performance of this Agreement will not violate,
               or  result  in a  breach  of,  or  constitute  a  default  in any
               agreement,  instrument,  judgement,  order  or  decree  to  which
               Purchaser  is a party or to which  Purchaser  is subject nor will
               such  execution  and  performance  constitute  a violation  of or
               conflict with any fiduciary to which Purchaser is subject.

          C.   TAX  RETURNS.   Purchaser   has  filed,   with  the   appropriate
               governmental  authorities,  all tax and other returns required to
               be filed by it. Such  returns are true and complete and all taxes
               shown thereon to be due have been paid.

      D.       NO  DEFAULT.  Purchaser  is not in  default  with  respect to any
               order,  writ,  injunction,  or decree  of any  court or  federal,
               state,  municipal or other governmental  department,  commission,
               board,  bureau,  agency  or  instrumentality,  and  there  are no
               actions,  suits  or  claims,  pending  or,  to the  knowledge  of
               Purchaser,  threatened  against Purchaser at law or in equity, or
               before or by any federal,  state, municipal or other governmental
               court,   department,   commission,   board,  bureau,   agency  or
               instrumentality,  domestic or foreign.  Purchaser has complied in
               all  material  respects  with all laws,  regulations  and  orders
               applicable to its business.

          E.   INFORMATION.  No representation or warranty contained herein, nor
               statement in any document,  certificate or schedule  furnished or
               to be  furnished  pursuant to this  Agreement  by Purchaser or in
               connection with the transaction  contemplated hereby, contains or
               contained any untrue  statement of a material  fact,  nor does or
               will  omit to  state  a  material  fact  necessary  to  make  any
               statement of fact contained herein or therein not misleading.

5.    REPRESENTATIONS AND WARRANTIES OF SELLERS

      Sellers hereby represents and warrants to Purchaser that:

          A.   ACTION OF SELLERS.  All action  required to be taken by or on the
               part of Sellers to enter into and carry out this  Agreement,  and
               to sell,  transfer  and convey the Toen Shares,  hereunder,  have
               been or,  prior to the  Closing,  will  deliver  the Toen  Shares
               hereunder,  have been or, prior to the Closing,  will be duly and
               properly  taken.  This  Agreement  has  been  duly  executed  and
               delivered by Sellers and is valid in  accordance  with its terms,
               subject to laws of general  application  relating to  bankruptcy,
               insolvency  and  the  relief  of  debtors  and the  rules  of law
               governing  specific  performance,  injunctive  relief  and  other
               equitable remedies.

                                                        [TOEN\10K:TG53193.10K]-4

                                        2

<PAGE>



          B.   NO ENCUMBRANCES OR DEFAULTS.  The Toen Shares, are free and clear
               of any claims and all related contract rights and agreements, and
               will be in full force and  effect,  and there have been no events
               of default by Sellers under any  contracts or agreements  related
               to the Toen Shares; there are no conditions or omissions existing
               which will  constitute  an event or default by Sellers  under any
               contracts  or  agreements  related to the Toen  Shares  after the
               passage of time,  and that any and all fees  required  by Sellers
               have been paid.

          C.   AUTHORITY.  This  Agreement has been duly executed by Sellers and
               the execution and performance of this Agreement will not violate,
               or  result  in a  breach  of,  or  constitute  a  default  in any
               agreement,  instrument,  judgement,  order  or  decree  to  which
               Sellers  are a party or to which  Sellers are  subject,  nor will
               such  execution  and  performance  constitute  a violation  of or
               conflict with any fiduciary to which Sellers are subject.

          D.   COMPLIANCE WITH LAWS, RULES AND  REGULATIONS.  Sellers are not in
               default with respect to Toen Shares  regarding  any order,  writ,
               injunction,  or decree of any court or federal,  state, municipal
               or other  governmental  department,  commission,  board,  bureau,
               agency  or  instrumentality,  and there  are no  actions,  suits,
               claims,   proceedings  or  investigations   pending  or,  to  the
               knowledge  of  Sellers  threatened  against  Sellers at law or in
               equity,  or before or by any federal,  state,  municipal or other
               governmental court, department, commission, board, bureau, agency
               or instrumentality,  domestic or foreign.  Any and all notices or
               elections  affecting  the  issuance of the Toen  Shares,  and all
               applicable filings with the applicable regulatory bodies, will be
               made by Sellers as of the date of Closing.

      E.       DISCLOSURE.  That to the best of Sellers' knowledge,  information
               and belief, the financial  condition of Toen have been completely
               disclosed  to  Purchaser,  including  any  and all  informa  tion
               reasonably  requested by  Purchaser,  relating or  pertaining  to
               Toen,  and any other  matters  known or  reasonably  available to
               Sellers in any way relating or pertaining  to Sellers'  title and
               ownership  of  the  Toen  Shares.  In  this  regard  Sellers,  as
               principal stockholders of Toen, represent as follows:

               (1)  Absence of Certain Changes or Events. Except as set forth in
                    this Agreement, since May 31, 1990:

                    (a)  There has not been any material  adverse  change in the
                         financial  conditions  of  the  business,   operations,
                         properties or assets of Toen;

                    (b)  Toen has not (i) amended its Articles of  Incorporation
                         or Bylaws;  (ii) declared or made, or agreed to declare
                         or make, any payment of dividends or  distributions  of
                         any assets of any kind  whatsoever to  stockholders  or
                         purchased or redeemed,  or agreed to purchase or redeem
                         any of its capital  stock;  (iii)  waived any rights or
                         value  which  in the  aggregate  are  extraordinary  or
                         material  considering  the business of Toen;  (iv) made
                         any  material  change  in  its  method  of  management,
                         operation,  or  accounting;  (v) entered into any other
                         material   transactions;   (vi)  made  any  accrual  or
                         arrangement  for  or  payment  of  bonuses  or  special
                         compensation   of  any   kind  or  any   severance   or
                         termination  pay to any  present  or former  officer or
                         employee;  (vii)  increased  the  rate of  compensation
                         payable  or to  become  payable  by it to  any  of  its
                         officers  or  directors  of any of  its  employees;  or
                         (viii)  established  or made any increase in any profit
                         sharing,   bonus,  deferred  compensation,   insurance,
                         pension,  retirement,  or other employee  benefit plan,
                         payment,  or  arrangement  made  to,  for,  or with its
                         officers, directors, or employees;


                                                        [TOEN\10K:TG53193.10K]-4

                                        3

<PAGE>



                    (c)  Toen  has  not (i)  granted  or  agreed  to  grant  any
                         options,  warrants,  or other  rights  for its  stocks,
                         bonds,  or other corporate  securities  calling for the
                         issuance   except  as   disclosed   in  the   financial
                         statements; (ii) borrowed or agreed to borrow any funds
                         or  incurred,   or  become  subject  to,  any  material
                         obligation or liability (absolute or contingent) except
                         liabilities   incurred  in  the   ordinary   course  of
                         business;   (iii)  paid  any  material   obligation  or
                         liability  (absolute or contingent)  other than current
                         liabilities  reflected in or shown on its balance sheet
                         as of May 31, 1990,  and current  liabilities  incurred
                         since  that date in the  ordinary  course of  business;
                         (iv)  sold  or  transferred,   or  agreed  to  sell  or
                         transfer,  any of its assets,  property, or rights, (v)
                         made or permitted any amendment or  termination  of any
                         contract,  agreement, or license to which it is a party
                         if such amendment or  termination is material,  or (vi)
                         issued,  delivered,  or agreed to issue or deliver  any
                         stock, bonds, or other corporate  securities  including
                         debentures  (whether authorized and unissued or held as
                         treasury stock) except as contemplated herein; and

                    (d)  To the best knowledge of Sellers,  they have not become
                         subject to any law or  regulation  which  materially or
                         adversely  affects,  or in  the  future  may  adversely
                         affect Toen's business, operations, properties, assets,
                         or financial condition.

               (2)  LITIGATION  AND  PROCEEDINGS.  Other  than  those  claims or
                    proceedings  listed in Exhibit "B" attached hereto,  Toen is
                    not involved in any pending litigation, claims, assessments,
                    investigations, or similar matters, nor are Sellers aware of
                    any  threatened  or   contemplated   against  Toen  or  it's
                    management.

               (3)  ORGANIZATION. As of the date of Closing, Toen is and will be
                    duly organized, validly existing, and in good standing under
                    the laws of  Colorado;  it has the power to own its property
                    and to carry on its business as now being  conducted  and is
                    duly qualified to do business in any jurisdiction  where the
                    failure to qualify would have a material  adverse effect its
                    business or its assets.

               (4)  TAX  RETURNS.  To the best of Sellers'  knowledge,  Toen has
                    filed or will file all  federal,  state,  county,  and local
                    income, excise,  property, and other tax returns,  forms, or
                    reports,  which are due or  required to be filed by it prior
                    to the  date of  Closing.  Toen  has  paid or made  adequate
                    provisions  for  payment  of all  taxes,  penalty  fees,  or
                    assessments  which have or may become due  pursuant  to such
                    returns or pursuant to any assessments of which it is aware.


                                                        [TOEN\10K:TG53193.10K]-4

                                        4

<PAGE>



               (5)  CONTRACTS.

                    (a)  Except as  identified  in this  Agreement  or otherwise
                         disclosed   to   Purchaser,   there  are  no   material
                         contracts, agreements,  franchises, license agreements,
                         or other  commitments to which Toen or its assets are a
                         party or by which Toen or any of its assets are bound.

                    (b)  Subject to the laws of bankruptcy,  insolvency, general
                         creditor's rights and equitable principles,  and to any
                         current   litigation,   all   contracts,    agreements,
                         franchises,  license agreements,  and other commitments
                         to  which  Toen  is a  party  or by  which  it  or  its
                         properties  are bound,  and which are  material  to the
                         operations of its assets,  are valid and enforceable by
                         Toen in all material respects.

                    (c)  To the  best of its  knowledge,  Toen is not a party to
                         any   obligation   or   liability,   or  any  contract,
                         agreement,  commitment, or instrument or subject to any
                         charter or other corporate restriction or any judgment,
                         order,  writ,  injunction,  decree which materially and
                         adversely affects,  or in the future (as far as Sellers
                         can now foresee) may materially or adversely affect its
                         operations or the condition of its assets.

                    (d)  Except as identified or referred to in this  Agreement,
                         or reflected in the exhibits or schedules  delivered or
                         supplied  pursuant to this  Agreement,  neither Sellers
                         nor Toen are a party to any  material  oral or  written
                         (i)  contract  for the  employment  of any  officer  or
                         employee;   (ii)  profit   sharing,   bonus,   deferred
                         compensation,  stock option,  severance  pay,  pension,
                         benefit, or retirement plan, agreement,  or arrangement
                         covered by Title IV of the Employee  Retirement  Income
                         Security Act, as amended; (iii) agreement, contract, or
                         indenture  relating  to the  borrowing  of money;  (iv)
                         guaranty of any  obligation,  other than one which Toen
                         is a primary  obligor,  for the  borrowing  of money or
                         otherwise,  excluding  endorsements made for collection
                         and other  guarantees  of  obligations,  which,  in the
                         aggregate do not exceed $1,000; (v) consulting or other
                         similar  contract  with an unexpired  term of more than
                         one year or providing  for payments in excess of $1,000
                         in the aggregate; (vi) collective bargaining agreement;
                         (vii)  agreement  with any present or former officer or
                         director  of Toen;  or (viii)  contract,  agreement  or
                         other commitment  involving payments by it of more than
                         $1,000 in the aggregate.

                    (e)  To  the  best  of  Sellers'  knowledge,  Toen  has  not
                         breached,  nor has it any  knowledge  of any pending or
                         threatened  claims or any legal  basis for a claim that
                         Toen  has  materially  breached  any  of the  terms  of
                         conditions of any agreements, contracts, or commitments
                         to which it is a party or is bound,  and the  execution
                         and performance  hereof will not violate any provisions
                         of  applicable  law of any  agreement  to which Toen is
                         subject.

                                                        [TOEN\10K:TG53193.10K]-4

                                        5

<PAGE>



               (6)  CAPITALIZATION.  The  capitalization  of Toen is,  as of the
                    date  hereof,  comprised of  15,000,000  shares of Preferred
                    Stock of which none is  issued,  and  785,000,000  shares of
                    authorized common stock, no par value, of which no more than
                    249,371,667 shares, on a fully diluted basis, are issued and
                    outstanding.  All issued and outstanding  shares are legally
                    issued, fully paid, and nonassessable, and are not issued in
                    violation  of the  preemptive  or other right of any person.
                    Other than the Warrants more fully  described and identified
                    in Exhibit "C" attached  hereto and  incorporated  herein by
                    reference, there are no outstanding preferred, participating
                    or convertible securities, warrants, options, or commitments
                    of any nature which may cause authorized but unissued shares
                    to be issued to any person,  or give any preference to title
                    to  Toen's  assets  except  as  described  herein  or in the
                    schedules attached hereto.

               (7)  NO LIENS, ENCUMBRANCES OR CONTINGENT LIABILITIES. Other than
                    disclosed in Exhibit "D" hereto,  Toen's assets are free and
                    clear of any liens, encumbrances,  contingent liabilities or
                    claims and all related contract rights and agreements are in
                    full  force and  effect,  and  there  have been no events of
                    default under any contracts or agreements  related to Toen's
                    assets;  there are no conditions or omissions existing which
                    will  constitute  an event of default under any contracts or
                    agreements  related to Toen's  assets  after the  passage of
                    time,  and that all payments  required to keep Toen's assets
                    and all related such  contracts and agreements in full force
                    and effect have been paid.

               (8)  COMPLIANCE WITH LAWS, RULES AND REGULATIONS.  Toen is not in
                    default  with  respect to any order,  writ,  injunction,  or
                    decree of any court or federal,  state,  municipal  or other
                    governmental department,  commission,  board, bureau, agency
                    or instrumentality, and there are no actions, suits, claims,
                    proceedings or  investigations  pending or, to the knowledge
                    of Sellers  threatened  against Toen at law or in equity, or
                    before  or  by  any  federal,   state,  municipal  or  other
                    governmental court, department,  commission,  board, bureau,
                    agency or  instrumentality,  domestic or  foreign.  Toen has
                    complied   in  all   material   respects   with  all   laws,
                    regulations, orders and state and federal regulatory filings
                    applicable to its assets and business.

               (9)  NOTICES AND NOMINATIONS.  Any and all notices,  elections or
                    nominations  under any  agreements  or  contracts  affecting
                    Toen's  assets,   and  all   applicable   filings  with  the
                    applicable  regulatory bodies, have been made as of the date
                    hereof, and such obligation to cause such filings shall rest
                    with Sellers until the Closing hereof.

               (10) PRICE REGULATION. Neither Toen nor Sellers have received any
                    monies  represented by the sale of oil, natural gas, natural
                    gas  liquids or other  minerals  attributable  to its assets
                    which  were  in  excess  of  the  amounts   permitted  under
                    applicable   local,   state  or  federal  laws,   rules  and
                    regulations.

               (11) OPERATION  OF  ASSETS.  To the best of  Sellers'  knowledge,
                    Toen's assets have been operated with all applicable  local,
                    state and federal laws, rules and regulations;  and that its
                    assets are not the subject of any  existing or  contemplated
                    local,  state  or  federal  order to  test,  shut-in,  cease
                    production,  abandon or otherwise  cease operation or modify
                    its operations.

                                                        [TOEN\10K:TG53193.10K]-4

                                        6

<PAGE>



               (12) NO CONFLICT  WITH OTHER  INSTRUMENT.  The  execution of this
                    Agreement   will  not   violate  or  breach  any   document,
                    instrument,  agreement,  contract, or commitment material to
                    the business of Toen, or to which Toen is a party.

               (13) SECURITIES LAWS. Toen is a publicly-held company and Sellers
                    represent that, to the best of Sellers' knowledge,  Toen has
                    no existing or threatened liabilities,  claims, lawsuits, or
                    basis  for the  same  with  respect  to its  original  stock
                    issuance  to  its   founders,   or  any  dealings  with  its
                    stockholders or any federal,  state regulatory agencies,  or
                    other persons.

               (14) SELLERS'  SCHEDULES.  Sellers  shall deliver to Purchaser at
                    least  five  (5)  days  prior  to  Closing,   the  following
                    schedules  which  are   collectively   referred  to  as  the
                    "Sellers' Schedules" and which consist of separate schedules
                    dated as of the date of Closing and  instruments and data as
                    of such date, all certified as complete, true, and correct:

                    (a)  A schedule  containing  complete and correct  copies of
                         the Articles of Incorporation  and Bylaws of Toen as of
                         the date of Closing;

                    (b)  A  schedule  containing  a  description  of  all of the
                         assets of Toen,  including  but not limited to all real
                         property  owned or leased,  together with a description
                         of  every  mortgage,   deed  of  trust,  pledge,  lien,
                         agreement,  encumbrance,  claim,  or equity interest of
                         any  nature  whatsoever  in  such  real  property;  all
                         material  contracts,  promissory notes,  profit sharing
                         arrangements, options, warrants, employment agreements,
                         licenses,  agreements  and all  governmental  licenses,
                         permits,  and  other  governmental  authorizations  (or
                         requests or  applications  therefor)  pursuant to which
                         Toen  carries on or  propose  to carry on its  business
                         (except those which,  in the aggregate,  are immaterial
                         to the present or proposed operation of Toen's assets);

                    (c)  A schedule  setting forth a description of any material
                         adverse change in the operations or financial condition
                         of Toen since May 31, 1990;

                    (d)  A   schedule   of  all   litigation   or   governmental
                         investigation  or proceeding which is pending or which,
                         to the best  knowledge  of Sellers,  is  threatened  or
                         contemplated.

     F.   CONSENT OF THIRD PARTIES. Sellers will obtain the consent and approval
          of any and all third  parties  for the  conveyance  reflected  by this
          Agreement,  if any,  and that prior to Closing,  Sellers  will provide
          Purchaser with written evidence of all such consents and approvals, to
          the reasonable satisfaction of Sellers.

                                                        [TOEN\10K:TG53193.10K]-4

                                        7

<PAGE>



     G.   INFORMATION.  No  representation  or warranty  contained  herein,  nor
          statement in any document,  certificate or schedule furnished or to be
          furnished  pursuant to this Agreement by Sellers or in connection with
          the transaction  contemplated hereby, contains or contained any untrue
          statement  of a  material  fact,  nor  does  or will  omit to  state a
          material fact necessary to make any statement of fact contained herein
          or therein not misleading.

6.    PRIVATE TRANSACTION

      Purchaser  and  Sellers  understand  that the Toen  Shares  are being sold
      hereunder pursuant to a "private transaction", and Purchaser's reliance on
      such is predicted in part on the representations set forth herein.

7.    ESCROW OF SHARES

      The parties hereto agree to utilize a mutually  acceptable  third party as
      agent  ("Escrowholder")  to  hold  and  deliver  the  consideration,   the
      documents related to this transaction and the Toen Shares upon the general
      terms and conditions of Escrow Instructions which shall be mutually agreed
      between  Escrowholder,  Purchaser  and  Sellers  simultaneously  with  the
      execution hereof.

8.    ACCESS TO INFORMATION

      Purchaser  represents that, by virtue of its economic  bargaining power or
      otherwise,  it has had access to or has been furnished  with,  prior to or
      concurrently with the execution hereof, all financial  information related
      to Toen's  business  and  financial  affairs as such is  available  to the
      public,  and that they have had the  opportunity  to ask  questions of and
      receive answers from Sellers and Toen or any party acting on their behalf,
      concerning   the  business  of  Toen,  and  that  Purchaser  has  had  the
      opportunity  to obtain any  additional  information,  to the  extent  that
      Sellers  possesses such  information or can acquire it necessary to verify
      the accuracy of information obtained or furnished by Sellers.

9.    CONDITIONS PRECEDENT OF PURCHASER TO EFFECT CLOSING

      All  obligations of Purchaser  under this Agreement are subject to each of
      the following conditions being satisfied prior to Closing:

          A.   The  representations  and  warranties  by or on behalf of Sellers
               contained in this  Agreement or in any  certificate  or documents
               delivered to Purchaser pursuant to the provisions hereof shall be
               true in all material respects at and as of the time of Closing as
               though such representations and warranties were made at and as of
               such time.

          B.   Sellers shall have  performed  and complied  with all  covenants,
               agreements, and conditions required by this Agreement.

          C.   Sellers shall take all necessary action to effect the transfer of
               the Toen Shares to Purchaser pursuant to this Agreement.

          D.   All instruments and documents  delivered to Purchaser pursuant to
               the provisions  hereof shall be reasonably  satisfactory to legal
               counsel for Purchaser.

                                                        [TOEN\10K:TG53193.10K]-4

                                        8

<PAGE>



          E.   Toen shall have  approved  and  effected a  one-for-Five  Hundred
               (1:500) reverse split of its shares issued and outstanding common
               stock.

          F.   Toen shall (a) have  appointed  three (3)  nominees to assume the
               seats on the Board of Directors of Toen as directed by Purchaser,
               (b)  caused  certain of its  existing  officers  to tender  their
               written  resignations,  and (c) have effected the transfer of its
               Transfer  Agent and its Register  Agent in Colorado to such party
               as designated by Purchaser.

          G.   The Board of Directors of Toen shall have  approved a proposal to
               amend Toen's Articles of Incorporation to change Toen's name to a
               name to be designated by Purchaser,  with such  designation to be
               made on or before Closing.

10.   TERMINATION

      This Agreement may be terminated any time prior to Closing:

          A.   By Purchaser or Sellers:

               (1)         With  written  notice prior to Closing if there shall
                           be any actual or  threatened  action or proceeding by
                           or before  any court or any other  governmental  body
                           which shall seek to restrain, prohibit, or invalidate
                           the transactions  contemplated by this Agree ment and
                           which, in the judgment of such party giving notice to
                           terminate and based upon the advice of legal counsel,
                           makes it inadvisable to proceed with the transactions
                           contemplated by this Agreement; or

               (2)         With  written  notice if the  Closing  shall not have
                           occurred  prior to March 30, 1993, or such later date
                           as shall have been approved by parties hereto.

          B.   BY SELLERS:

               With written  notice  prior to Closing if Purchaser  fails to, or
               does not appear in Sellers' sole  discretion to be able to comply
               with the covenants or agreements contained in this Agreement,  or
               if  any  of  the   representations  or  warranties  of  Purchaser
               contained   herein  is,  or  becomes,   false  or  misleading  or
               inaccurate in any material respect.

      C.       BY PURCHASER:

               With  written  notice  prior to Closing if Sellers fail to comply
               with the covenants or agreements contained in this Agreement;  if
               the financial condition of Toen is unacceptable to Purchaser,  in
               Purchaser's  sole discretion;  if Purchaser is not satisfied,  in
               Purchaser's  sole   discretion,   as  to  the  nature  of  Toen's
               contingent liabilities,  if any; or if any of the representations
               or  warranties  of Sellers  contained  herein or in such  related
               agreements are, or becomes,  false or misleading or inaccurate in
               any material respect.

                                                        [TOEN\10K:TG53193.10K]-4

                                        9

<PAGE>



11.   INDEMNIFICATION OF PURCHASER

      Purchaser  will  defend,  indemnify  and hold  Sellers and Greg Skufca and
      their employees,  agents, successors,  representatives and assigns of each
      of them harmless against,  and in respect of, any and all losses,  claims,
      damages,  liabilities,  deficiencies  and  expenses  asserted  against  or
      suffered by Sellers  arising  from any untrue  representation  or warranty
      made by  Purchaser  in this  agreement,  or in any  exhibit,  schedule  or
      certificate  or  records,  books,  agreement,  contract,  lease,  or other
      document or item delivered by Purchaser to Sellers,  or in connection with
      the operation of Toen from date of Closing.

12.   INDEMNIFICATION OF SELLERS

      Sellers hereby agree to defend,  indemnify and hold Purchaser harmless and
      to  indemnify  it against,  and  respect  of, any and all losses,  claims,
      damages  incurred in  investigating  any  threatened  action or  enforcing
      rights under this  paragraph or asserted  against or suffered by Purchaser
      in connection with or arising from any untrue  representation  or warranty
      made  by  Sellers  in  this  Agreement,  or in any  exhibit,  schedule  or
      certificate,   or  other  document  or  item  delivered  to  Purchaser  in
      connection with this Agreement.

13.   INDEMNIFICATION PROCEDURES

      If any  claim  is made by a party  which  would  give  rise to a right  of
      indemnification  under this Agreement,  the party seeking  indemnification
      (Indemnified  Party) will promptly cause notice thereof to be delivered to
      the party from whom  indemnification is sought  (Indemnifying  Party). The
      Indemnified Party will permit the Indemnifying Party to assume the defense
      of any such claim or any litigation resulting from the claims. Counsel for
      the Indemnifying  Party which will conduct the defense must be approved by
      the Indemnified Party (whose approval will not be unreasonably  withheld),
      and the  Indemnified  Party may participate in such defense at the expense
      of the Indemnified  Party. The Indemnifying Party will not, in the defense
      of any such claim or litigation, consent to entry of any judgment or enter
      into any settlement  without the written consent of the Indemnified  Party
      (which consent will not be unreasonably  withheld.) The Indemnified  Party
      will not,  in  connection  with any such claim or  litigation,  consent to
      entry of any  judgement or enter into any  settlement  without the written
      consent of the Indemnifying  Party (which consent will not be unreasonably
      withheld).   The   Indemnified   Party  will  cooperate   fully  with  the
      Indemnifying  Party  and make  available  to the  Indemnifying  Party  all
      pertinent  information  under its  control  relating  to any such claim or
      litigation.
       If the  Indemnifying  Party  refuses or fails to conduct  the  defense as
      required in this  Section,  then the  Indemnified  Party may conduct  such
      defense at the expense of the  Indemnifying  Party and the approval of the
      Indemnifying  Party will not be required for any  settlement or consent or
      entry of judgment.

14.   EXPIRATION OF OFFER

      The offer set forth in this  Agreement  shall expire if this Agreement has
      not been executed on or before March 15, 1993.

                                                        [TOEN\10K:TG53193.10K]-4

                                       10

<PAGE>



15.   COSTS AND EXPENSES

      All costs and expenses in the proposed sale and transfer described in this
      Agreement shall be borne by Purchaser and Sellers in the following manner:

          A.   ATTORNEYS  FEES AND COSTS.  Each party,  Sellers  and  Purchaser,
               having   been   represented   by  their  own   attorney  in  this
               transaction, shall pay the fees of its attorney, except as may be
               expressly set forth herein to the contrary;

          B.   RECORDING,  PUBLISHING FEES. The cost of recording and publishing
               any  notice  required  by the  Bulk  Transfer  Provisions  of the
               Uniform  Commercial  Code and all  attorney's  fees  relating  to
               compliance with said provisions, shall be borne by Purchaser;

          C.   SALES TAXES.  Any sales taxes and/or  recording fees arising as a
               result of the sale and transfer  pursuant to this Agreement shall
               be paid by Purchaser;

          D.   Other Costs.  Each party shall bear its  reasonable  share of all
               other Closing costs and expenses arising from this Agreement.

16.   MISCELLANEOUS

          A.   AUTHORITY.   The  persons   executing  this  Agreement  are  duly
               authorized to do so and each party has taken all action  required
               by  law  or  otherwise  to  properly  and  legally  execute  this
               Agreement.

          B.   Notices.  Any notice under this Agreement shall be deemed to have
               been sufficiently  given if sent by registered or certified mail,
               postage prepaid, addressed as follows:

               To Sellers:         c/o Jeff Stroud
                                   2064 East Chesapeake Lane
                                   Highlands Ranch, Colorado 80120
                                   Telephone:        (303) 791-7178
                                   Telefax:          (303)

               To Purchaser:       New World Capital Markets Ltd.
                                   Companies House
                                   Ramsey, Isle of Man
                                   Telefax:  011-44-624-815548

               or to any other  address  which may  hereafter be  designated  by
               either party by notice given in such manner. All notices shall be
               deemed to have been given as of the date of receipt.

          C.   ENTIRE   AGREEMENT.   This   Agreement   sets  forth  the  entire
               understanding  between  the  parties  hereto  and no other  prior
               written or oral  statement or agreement  shall be  recognized  or
               enforced.

                                                        [TOEN\10K:TG53193.10K]-4

                                       11

<PAGE>



          D.   SEVERABILITY.  If a court of  competent  jurisdiction  determines
               that any  clause  or  provision  of this  Agreement  is  invalid,
               illegal or unenforceable, the other clauses and provisions of the
               Agreement  shall  remain in full force and effect and the clauses
               and  provision  which  are  determined  to be  void,  illegal  or
               unenforceable  shall be  limited  so that  they  shall  remain in
               effect to the extent permissible by law.

          E.   ASSIGNMENT.  Neither party may assign this Agreement  without the
               express  written  consent of the other party,  however,  any such
               Assignment  shall be binding on and inure to the  benefit of such
               successor, or, in the event of death or incapacity, on the heirs,
               executors, administrators and successors of any party.

          F.   APPLICABLE LAW. This Agreement shall be construed and enforced in
               accordance with the laws of the State of Colorado.

          G.   ATTORNEYS'   FEES.  If  any  legal  action  or  other  proceeding
               (nonexclusively   including   arbitration)  is  brought  for  the
               enforcement  of or to declare any right or obligation  under this
               Agreement   or   as  a   result   of   a   breach,   default   or
               misrepresentation  in  connection  with any of the  provisions of
               this  Agreement,  or  otherwise  because  of a dispute  among the
               parties hereto,  the prevailing party will be entitled to recover
               actual   attorneys'  fees   (including   costs  for  appeals  and
               collection)   and  other   costs   incurred  in  such  action  or
               proceeding,  in addition to any other  relief to which such party
               may be entitled.

          H.   NO THIRD PARTY BENEFICIARY.  Nothing in this Agreement, expressed
               or implied, is intended to confer upon any person, other than the
               parties hereto and their successors, any rights or remedies under
               or  by  reason  of  this   Agreement,   unless   this   Agreement
               specifically states such intent.

          I.   COUNTERPARTS. It is understood and agreed that this Agreement may
               be  executed  in any number of  identical  counterparts,  each of
               which may be deemed an original for all purposes.

          J.   FURTHER ASSURANCES.  At any time, and from time to time after the
               date  of  Closing,   each  party  will  execute  such  additional
               instruments  and take such action as may be reasonably  requested
               by the other party to confirm or perfect title to the Toen Shares
               transferred  hereunder  or  otherwise to carry out the intent and
               purposes of this Agreement.

          K.   BROKER'S OR FINDER'S  FEE.  Purchaser  and Sellers  warrant  that
               neither has incurred any liability,  contingent or otherwise, for
               brokers'  or  finders'  fees  or  commissions  relating  to  this
               Agreement for which the other shall have  responsibility.  Except
               as  otherwise  provided  herein,  all fees,  costs  and  expenses
               incurred by either party relating to this Agreement shall be paid
               by the party incurring the same.

          L.   AMENDMENT OR WAIVER. Every right and remedy provided herein shall
               be  cumulative  with  every  other  right  and  remedy,   whether
               conferred  herein,  at law,  or in  equity,  and may be  enforced
               concurrently  herewith,  and  no  waiver  by  any  party  of  the
               performance  of any obligation by the other shall be construed as
               a waiver of the same or any other default then,  theretofore,  or
               thereafter  occurring  or  existing.  At any  time  prior  to the
               Effective Date, this Agreement may be amended by a writing signed
               by all parties hereto, with respect to any of the terms contained
               herein, and any term or condition of this Agreement may be waived
               or the time for  performance  hereof may be extended by a writing
               signed by the party or parties for whose benefit the provision is
               intended.

                                                        [TOEN\10K:TG53193.10K]-4

                                       12

<PAGE>


               
          M.   HEADINGS.  The section and subsection  headings in this Agreement
               are inserted for convenience only and shall not affect in any way
               the meaning or interpretation of this Agreement.

          N.   SCHEDULES:  KNOWLEDGE.  Each  party  is  presumed  to  have  full
               knowledge  of all  information  set  forth in the  other  party's
               exhibits  delivered  pursuant  to this  Agreement.  Whenever  any
               negative  representation is made to the "knowledge" of any party,
               it shall be  deemed to be a  representation  that no  officer  or
               director of such party, after reasonable  investigation,  has any
               knowledge of such matters.

          O.   FACSIMILE   TRANSMISSION.   A   facsimile,   telecopy   or  other
               reproduction  of this  Agreement  may be  executed by one or more
               parties  hereto  and  such  executed  copy  may be  delivered  by
               facsimile of similar instantaneous electronic transmission device
               pursuant to which the signature of or on behalf of such party can
               be seen,  and such  execution  and delivery  shall be  considered
               valid, binding and effective for all purposes.  At the request of
               any party  hereto,  all  parties  agree to execute an original of
               this  Agreement  as  well as any  facsimile,  telecopy  or  other
               reproduction hereof.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed the day and year first above written.

                                        "Purchaser"
                                        NEW WORLD CAPITAL MARKETS LTD.
                                        A corporation organized under the laws
                                        of the Republic of Ireland



                                        By: /s/ Phillip Mark Croshaw
                                           ------------------------------------
                                           Name:  Phillip Mark Croshaw
                                           Title: Director

                                        "Sellers"



                                        /s/ Jeffrey P. Stroud
                                           ------------------------------------



                                           ------------------------------------



                                           ------------------------------------

                                                        [TOEN\10K:TG53193.10K]-4

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