U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: June 30, 2002


                           Commission File No: 0-30583


                           THAON COMMUNICATIONS, INC.
        (Exact Name of small business issuer as Specified in its Charter)


         Nevada                                       87-0622329
         ------                                       ----------
(State or Other Jurisdiction               (I.R.S. Employer Identification No.)
 Of Incorporation)

           51 Zaca Lane, Suite 120, San Luis Obispo, California 93401
           ----------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                                 (805) 547-3900
                                 --------------
                 Issuer's Telephone Number, Including Area Code


Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past twelve months
(or for such shorter periods that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past
ninety days.

         Yes     X                                           No
            -----------                                        -----------

The number of shares of issuers Common Stock, par value .001, outstanding as of
August 9, 2002 was 127,533,972 shares.


<PAGE>


                                Table of Contents


PART I - FINANCIAL INFORMATION................................................3

     ITEM 1.  FINANCIAL STATEMENTS............................................3

     ITEM 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATION........13


PART II - OTHER INFORMATION..................................................16

     ITEM 1.   LEGAL PROCEEDINGS.............................................16

     ITEM 2.  EXHIBITS AND REPORTS ON FORM 8-K...............................17

     ITEM 5.  OTHER INFORMATION..............................................17


INDEX TO EXHIBITS............................................................19


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                           THAON COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2002
                                   (UNAUDITED)
<TABLE>


                                     ASSETS
                                     ------
<CAPTION>

<S>                                                                               <C>

 CURRENT ASSETS:
          Cash & cash equivalents                                                   $         74,405
          Accounts receivable, net                                                            48,363
          Inventory                                                                          264,728
          Prepaid  expenses                                                                   32,003
          Note receivable - related parties                                                   54,659
                                                                                     ---------------
                       Total current assets                                                  474,158

 PROPERTY AND EQUIPMENT, net                                                                 394,538

 OTHER ASSETS:
          Deposits                                                                            10,079
                                                                                     ---------------
                                                                                    $        878,775
                                                                                     ===============

                            LIABILITIES AND STOCKHOLDERS' DEFICIT
                            -------------------------------------

 CURRENT LIABILITIES:
          Accounts payable                                                          $        853,144
          Accrued expenses                                                                   368,039
          Media payable                                                                    2,866,138
          Deferred media revenue                                                              28,639
          Note payable-current                                                               278,225
          Notes payable-related parties                                                        6,845
          Advances                                                                           422,781
          Dividends payable                                                                  253,600
          Customers Credits                                                                   61,195
                                                                                     ---------------
                       Total current liabilities                                           5,138,606

 Note Payable - Long term                                                                    185,803

 COMMITMENTS

 STOCKHOLDERS' DEFICIT
          Preferred stock, authorized shares 50,000,000 (Series A through F),
            Series A convertible 6% preferred stock $1 par value,
               authorized shares 3,000,000, issued and outstanding 500,000                   500,000
            Series D convertible 6% preferred stock, $1 par value;
               authorized shares 3,000,000, issued and outstanding 2,310,000               2,310,000
            Series E convertible 6% preferred stock, $.001 par value;
               authorized shares 2,000,000, issued and outstanding 50,000                         50
            Series F convertible 6% preferred stock, $.001 par value;
               authorized shares 2,000,000, issued and outstanding 70,000                         70
          Common stock, $.001 par value; authorized shares 200,000,000;
           issued and outstanding 123,789,722                                                123,790
          Shares to be issued, 3,858,940 shares of common stock,
          and 13,333 shares of Series F preferred stock                                       23,974
          Treasury Stock, 2,450,000 shares of common stock                                  (285,000)
          Additional paid in capital                                                      14,234,552
          Accumulated deficit                                                            (21,353,070)
                                                                                     ---------------
                       Total stockholders' deficit                                        (4,445,634)

                                                                                    $        878,775
                                                                                     ===============

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                       3
<PAGE>



                           THAON COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                  Three Months Ended               Six Months Ended
                                                                       June 30,                          June 30,
<S>                                                      <C>              <C>               <C>              <C>

                                                                 2002             2001             2002           2001
                                                          ---------------  ---------------  ---------------  ---------------
     Net revenue                                          $      632,224   $     7,918,035  $     1,174,506  $   17,218,596

     Cost of revenues                                            385,118         7,239,598          724,574      15,787,168
                                                          ---------------  ---------------  ---------------  ---------------
     Gross profit                                                247,106           678,437          449,932       1,431,428

     Operating expenses                                          570,549         1,458,023        1,491,419       2,556,210
                                                          ---------------  ---------------  ---------------  ---------------
     Loss from operations                                       (323,443)         (779,586)      (1,041,487)     (1,124,782)

     Non-operating income (expense):
               Interest expense                                  (11,777)           (3,188)         (21,266)         (8,275)
               Other                                              17,589             2,348           31,768           3,559
                                                          ---------------  ---------------  ---------------  ---------------
               Total non-operating income (expense)                5,812              (840)          10,502          (4,716)
                                                          ---------------  ---------------  ---------------  ---------------

     Loss before income taxes and extraordinary item            (317,631)         (780,426)      (1,030,985)     (1,129,498)

     Income taxes                                                    -               2,400            4,000           4,800
                                                          ---------------  ---------------  ---------------  ---------------
     Net loss before extraordinary item                         (317,631)         (782,826)      (1,034,985)     (1,134,298)

     Extraordinary item -gain on settlement of debts             183,643              -             196,643            -
                                                          ---------------  ---------------  ---------------  ---------------
     Net loss                                                   (133,988)         (782,826)        (838,342)     (1,134,298)

     Dividend requirement for preferred stock                    (43,650)          (72,500)         (85,800)        (72,500)
                                                          ---------------  ---------------  ---------------  ---------------
     Net loss applicable to common shareholders           $     (177,638)  $      (855,326)   $    (924,142) $   (1,206,798)
                                                          ===============  ===============  ===============  ===============
     Basic and diluted weighted average number of
         common stock outstanding*                           119,092,584        61,066,401      106,668,396      60,183,605
                                                          ===============  ===============  ===============  ===============
     Basic and diluted net loss per share                 $       (0.00)    $       (0.01)   $       (0.01)  $       (0.02)
                                                          ===============  ===============  ===============  ===============

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                       4
<PAGE>

                           THAON COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                          <C>                <C>

                                                                      2002              2001
 CASH FLOWS FROM OPERATING ACTIVITIES:                          ----------------  ----------------
          Net Loss                                             $       (924,142) $     (1,206,798)
          Adjustments to reconcile net loss to net cash used in
          operating activities:
                   Depreciation and amortization                         66,900           382,751
                   Issuance of shares for compensation,
                       consulting and other services                    707,523           173,212
                   Forgiveness of debts                                (196,643)                -
                   Loss on sale of assets                                 1,495                 -
                   (Increase) / decrease in current assets:
                            Accounts/Media receivable                    64,387           542,888
                            Inventory                                    55,056                 -
                            Prepaid expenses                             59,796           369,583
                            Deposits                                      5,870             2,383
                            Other assets                                      -           (30,661)
                   Increase / (decrease) in current liabilities:
                            Accounts payable                             51,704           341,048
                            Accrued expenses                            (50,066)            8,557
                            Media payable                               (58,230)         (928,989)
                            Deferred media revenue                       17,995           497,965
                            Customers Credits                               601          (251,298)
                                                                ----------------  ----------------
                   Net cash used in operating activities               (197,754)          (99,359)
                                                                ----------------  ----------------
 CASH FLOWS FROM INVESTING ACTIVITIES
                   Cash received from acquisition of business                 -           148,850
                   Increase in notes receivable                          (1,174)                -
                   Cash received on disposal of assets                      681                 -
                   Acquisition of property & equipment                   (1,080)          (35,945)
                                                                ----------------  ----------------
                   Net cash provided by (used in)
                            investing activities                         (1,573)          112,905
                                                                ----------------  ----------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
                   Net proceeds from Loans                                    -           464,230
                   Incease in dividends payable                          85,800            72,500
                   Payments on notes payable                            (33,880)         (984,527)
                   Proceeds from shares to be issued                     23,974                 -
                   Proceeds from issuance of stock                      118,525           577,115
                                                                ----------------  ----------------
                   Net cash provided by financing activities            194,419           129,318
                                                                ----------------  ----------------
 NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                      (4,908)          142,864

 CASH & CASH EQUIVALENTS, BEGINNING BALANCE                              79,313            32,079
                                                                ----------------  ----------------
 CASH & CASH EQUIVALENTS, ENDING BALANCE                       $         74,405  $        174,943
                                                                ================  ================
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Income taxes paid                                             $              -  $          7,000
                                                                ================  ================
 Interest paid                                                 $          8,495  $         15,137
                                                                ================  ================

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                       5
<PAGE>



                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.     DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

The Company was originally  incorporated  under the name  Engineering  Services,
Inc. (a Nevada  Corporation),  on July 13, 1984. The Company changed its name to
Deep Earth, Inc. in November of 1998. The Company was originally  engaged in the
activity of seeking and developing mining properties and has been inactive after
1991, and became  essentially a dormant shell without assets or liabilities.  On
November 29, 1999, the Company changed its name to Castpro.com, Inc. On December
31,  1999,  the  Company  entered  into a stock for stock  exchange,  whereby it
acquired  all of the stock of  Castpro.com,  LLC, a newly  organized  California
corporation  formed  to  conduct  the web cast  business,  in  exchange  for the
issuance of 8,000,000  additional  shares of its Common  Stock.  On December 29,
2000, the Company entered into a stock for stock  exchange,  whereby it acquired
all of the outstanding stock of Prime Time Media Solutions,  a Texas corporation
(PTMS) doing business of acquiring and selling media time. On November 27, 2000,
the Company  changed its name to Thaon  Communications,  Inc. On April 10, 2001,
the Company consummated the acquisition of all of the outstanding stock of Legal
Broadcast Company (LBC) in exchange for 1,000,000 shares of Series B convertible
preferred stock. On May 8, 2001, the Company  consummated the acquisition of EMG
Visual  Graphics,  Inc. (EMG) in exchange for 300,000  restricted  shares of the
Company's common stock. On May 22, 2001, the Company consummated the acquisition
of Prime Time  Distribution,  Inc.  ("PTD") in exchange  for 500,000  restricted
shares of the Company common stock.

Quinntal,  International  (California  Incorporated)  was formed on January  12,
1999. Quinntal,  International  changed its name to CASTPRO.COM,  LLC ("LLC") on
August 6, 1999.  The LLC is a provider  of live,  on-location  digital  web cast
productions for corporations  and major event marketers.  The LLC specializes in
streaming media production of concerts, tradeshows,  interviews, sporting events
and  movie   premiers.   The  LLC  also   produces   streaming   media  for  key
business-related  events  such  as  shareholders  meetings,  press  release  and
earnings announcements, product launches and training sessions.

PTMS  was  formed  on  May  23,  1996.  PTMS  is  a  diversified  media  company
specializing in reaching targeted  audiences.  PTMS buys media time from various
broadcasting  networks  and sells to its  clients.  PTMS  markets  products  and
services,  which it develops,  licenses  exclusively  or  distributes  for third
parties, utilizing network and cable television,  radio, newspapers,  magazines,
and the Internet.

LBC was  incorporated  on May 9, 2000 in the  State of Nevada  under the name of
PASOVIDEO.COM,  Inc. LBC filed a certificate  of amendment to change its name to
Legal Broadcast  Company on March 7, 2001. LBC provides law firms,  corporations
and insurance  companies  with service of the  creation,  review,  storage,  and
presentation of video,  including the video  documentation  and storage of legal
depositions.  LBC offers products that provide real time interactivity and allow
attorneys  to view  legal  events  such as  depositions,  hearings,  and  trials
remotely over the Internet.

PTD was  incorporated in the state of Nevada on March 5, 1999. PTD is also doing
business as Kryptolight  International.  PTD is a direct marketing  company with
three new projects currently in development, which are now being test marketed.

Basis of presentation

The accompanying  unaudited condensed  consolidated interim financial statements
have  been  prepared  in  accordance  with  the  rules  and  regulations  of the
Securities and Exchange  Commission for the  presentation  of interim  financial
information,  but do not include all the information  and footnotes  required by
generally accepted accounting principles for complete financial statements.  The

                                       6
<PAGE>

audited  consolidated  financial statements for the year ended December 31, 2001
was filed on April 16, 2002 with the Securities and Exchange  Commission and are
hereby  referenced.  In the opinion of management,  all  adjustments  considered
necessary for a fair presentation have been included.  Operating results for the
six-month  period  ended June 30,  2002 are not  necessarily  indicative  of the
results that may be expected for the year ended December 31, 2002.

2.       PRINCIPLES OF CONSOLIDATION

The   Consolidated   Financial   Statements   include  the   accounts  of  Thaon
Communication,  Inc. and its wholly owned subsidiaries  CASTPRO.COM,  LLC, Prime
Time Media Solutions, Legal Broadcast Company and Prime Time Distribution,  Inc.
All significant inter-company transactions and balances have been eliminated for
the six-month periods ended June 30, 2002 and 2001.

3.       RECENT PRONOUNCEMENTS

On July 20, 2001,  the FASB issued SFAS No. 141,  "Business  Combinations,"  and
SFAS No. 142,  "Goodwill and Other  Intangible  Assets." These  statements  make
significant changes to the accounting for business  combinations,  goodwill, and
intangible assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for  business  combinations  and  will  require  that  the  purchase  method  of
accounting be used for all business combinations  initiated after June 30, 2001.
Use of the  pooling-of-interests  method will be  prohibited.  This statement is
effective for business combinations completed after June 30, 2001.

SFAS No. 142  establishes  new  standards  for  goodwill  acquired in a business
combination  and  eliminates  amortization  of goodwill  and instead  sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a determinable  useful life will continue to be amortized over that period. This
statement is effective January 1, 2002. The Company revalued the goodwill of the
acquired  subsidiaries  on  December  31,  2001,  and has written off the entire
goodwill  amounting  $10,739,790 based upon estimated total value of goodwill at
December 31, 2001 at zero.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations".  SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002.

SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001.  SFAS No. 144 is effective for fiscal years beginning
after  December 15, 2001, and addresses  financial  accounting and reporting for
the impairment or disposal of long-lived assets. This statement  supersedes SFAS
No. 121 "Accounting  for the Impairment of Long-Lived  Assets and for Long-Lived
Assets to Be Disposed Of," and the  accounting  and reporting  provisions of APB
Opinion No. 30,  "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.

The adoption of above pronouncements materially impacted the Company's financial
position or results of operations as disclosed above.

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145").  SFAS 145  rescinds  the  automatic  treatment  of gains or  losses  from
extinguishments  of debt as  extraordinary  unless  they meet the  criteria  for

                                       7
<PAGE>

extraordinary  items as outlined in APB Opinion No. 30, Reporting the Results of
Operations,  Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions. SFAS
145 also requires sale-leaseback accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback  transactions and makes
various technical corrections to existing pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective for fiscal years
beginning  after  May 15,  2002,  with  early  adoption  encouraged.  All  other
provisions of SFAS 145 are effective for  transactions  occurring  after May 15,
2002,  with early  adoption  encouraged.  The Company does not  anticipate  that
adoption of SFAS 145 will have a material  effect on our  earnings or  financial
position.

In June 2002,  the FASB issued SFAS No. 146 "  Accounting  for Costs  Associated
with exit or Disposal Activities." This Statement addresses financial accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies  Emerging  Issues  Task  Force  (EITF)  Issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  This Statement
requires  that a  liability  for a cost  associated  with an  exit  or  disposal
activity  be  recognized  when the  liability  is  incurred.  Under Issue 94-3 a
liability for an exit cost as defined, was recognized at the date of an entity's
commitment to an exit plan.  This statement  will not have a material  impact on
the Company's financial statements.

4.     STOCKHOLDERS' EQUITY

Preferred Stock

On October 17, 2001, the Company filed its  Certificate of Designation to change
the issuance of preferred  stock.  The Company is authorized to issue 50,000,000
shares of Preferred  stock,  of which  8,000,000  will have a par value of $1.00
(3,000,000  shares of 6% A convertible  Series,  2,000,000 shares of Series 6% B
convertible  Series and 3,000,000 shares of Series 6% D convertible  Series) and
42,000,000 will have a par value of $0.001.  2,000,000 shares of Series C, E and
Series  F  Preferred  Stock,  each,  were  designated  with a value  of  $0.001.
Remaining shares in the category have not been designated through this date.

The Series A convertible  Preferred  stock, at the option of the holder thereof,
is convertible into fully paid share of common stock,  equal to the par value of
the Series A convertible Preferred stock being converted plus accrued and unpaid
dividends,  divided by closing  market price of the common  stock,  subject to a
maximum of 6,000,000 shares of common stock. The Series A convertible  Preferred
stock is  redeemable  by the  corporation  at any time at the rate of $1.00 plus
accrued and unpaid dividends. Upon receipt of notice of redemption,  the holders
of preferred  stock will have 30 days to convert Series A convertible  Preferred
stock into  common  stock.  The holders of Series D  convertible  stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The
holders of the Series A convertible  stock are entitled to receive  dividends at
the rate of 6% per annum payable  yearly in shares of the  corporation's  common
stock.  The Series A  convertible  Preferred  stock  shall have the full  voting
rights and shall be entitled to elect two directors.

The Series B convertible  Preferred  stock, at the option of the holder thereof,
is convertible into fully paid share of common stock,  equal to the par value of
the Series B convertible Preferred stock being converted plus accrued and unpaid
dividends,  divided by closing  market price of the common  stock,  subject to a
maximum of 6,000,000 shares of common stock. The Series B convertible  Preferred
stock is  redeemable  by the  corporation  at any time at the rate of $1.00 plus
accrued and unpaid dividends. Upon receipt of notice of redemption,  the holders
of preferred  stock will have 30 days to convert Series B convertible  Preferred
stock into  common  stock.  The holders of Series D  convertible  stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The

                                       8
<PAGE>

holders of the Series B convertible  stock are entitled to receive  dividends at
the rate of 6% per annum payable  yearly in shares of the  corporation's  common
stock.  The Series B  convertible  Preferred  stock  shall have the full  voting
rights and shall be entitled to elect two directors.

The Series D  convertible  Preferred  stock is  entitled to receive 6% per annum
dividend, in preference to any other class. Class D convertible Preferred stock,
at the option of the holder  thereof,  is  convertible  into fully paid share of
common stock, equal to the par value of the Class D convertible  Preferred stock
being converted plus accrued and unpaid dividends,  divided by 95% of the market
price of the common stock. The Class D convertible Preferred stock is redeemable
by the  corporation  at any time at the rate of $1.00  plus  accrued  and unpaid
dividends.  The  holders of Series D  convertible  stock  shall be  entitled  to
receive the redemption before the holders of any other series of preferred stock
and common stock. Upon receipt of notice of redemption, the holders of preferred
stock  will have 30 days to convert  Class D  convertible  Preferred  stock into
common  stock.  The Series D  convertible  Preferred  stock  shall have the full
voting rights and shall be entitled to vote 25 votes per each share.

The Company recorded the beneficial  conversion feature as preferred dividend of
$108,000 on December 31, 2001.

The Series C, E and F convertible  Preferred  stock, at the option of the holder
thereof,  is convertible into fully paid share of common stock, equal to the par
value of the Series C, E and F convertible  Preferred stock being converted plus
accrued  and unpaid  dividends,  divided by closing  market  price of the common
stock, subject to a maximum of 6,000,000 shares of common stock per each Series.
The  Series  C,  E and F  convertible  Preferred  stock  is  redeemable  by  the
corporation at any time at the rate of $0.001 plus accrued and unpaid dividends.
Upon receipt of notice of redemption,  the holders of preferred  stock will have
30 days to convert  Series C, E and F  convertible  Preferred  stock into common
stock.  The holders of Series C, E and F convertible  stock shall be entitled to
receive the  redemption  before the holders of common stock.  The holders of the
Series C, E and F  convertible  stock are  entitled to receive  dividends at the
rate of 6% per annum payable yearly in shares of the corporation's common stock.
The Series C, E and F  convertible  Preferred  stock  shall have the full voting
rights and shall be entitled to elect two directors.

In connection  with the  acquisitions  of PTMS on December 29, 2000, the Company
issued 2,000,000 shares of series A convertible  preferred stock of the Company.
The  Company  also  placed in escrow  1,000,000  shares of series A  convertible
preferred  stock  which are  deliverable  subject  to  attainment  of at least a
specific gross revenue and pre tax net income target for the subsequent years by
PTMS.  The  Company  also  agreed to use its best  efforts to raise  capital and
contribute one third of such raise to the capital of PTMS up to a maximum amount
of $1,000,000.  In October 2001, the board of directors authorized to covert the
outstanding series A convertible  preferred stock to series D preferred stock of
the Company on one share to one share basis.

On April  10,  2001,  the  Company  consummated  the  acquisition  of all of the
outstanding  stock of Legal  Broadcast  Company  (LBC).  In connection  with the
acquisitions of LBC, the Company issued 1,000,000 shares of series B convertible
preferred stock of the Company.

In October 2001,  the board of directors  authorized to covert 310,000 shares of
outstanding series B convertible preferred stock to series D preferred stock and
690,000  shares of series B convertible  preferred  stock to 6,000,000  share of
Common stock of the Company.

On September 10, 2001, the Company settled a debt amounting  $500,000 by issuing
500,000  shares of series A  convertible  preferred  stock of the  Company.  The
transaction did not result in any gain or loss for the Company.


                                       9
<PAGE>

During the period  ended June 30, 2002,  the Company  issued  120,000  shares of
Series E and F  convertible  preferred  stock  for cash  amounting  $37,500  and
$52,500, respectively.

As of June 30, 2002,  the Company has cash received in the amount of $10,000 for
13,333 shares of Series F preferred stock to be issued.

Common stock

During the period  ended June 30,  2002,  the Company  issued  common  stocks in
exchange of various services to following parties:

The Company  issued  2,000,000  shares of common  stock for board of  directors'
compensation  amounting $40,000.  The Company issued 22,533,344 shares of common
stock for legal and consulting  service amounting  $552,727.  The company issued
4,331,009 shares of common stock to various employees for compensation amounting
$83,242.  During the six month period ended June 30,  2002,  the Company  issued
3,658,240  shares of its common stock for cash  amounting  $28,525.  The company
issued  3,582,257  shares of  common  stock for  promotional  purpose  amounting
$65,252.  The Company issued  2,500,000 shares of common stock valued at $38,000
for the settlement of a note payable  amounting  $51,000.  The difference of the
note  and the  value of stock  issued,  amounting  $13,000  was  recorded  as an
extraordinary  gain.  As of June 30,  2002,  the  Company has  received  cash of
$23,974 for 3,858,940 shares of common stock to be issued.

Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods and
services  based on the fair value of the goods and services or the fair value of
the  equity  instrument  at the time of  issuance,  whichever  is more  reliably
measurable.

5.     SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company  prepares its statements of cash flows using the indirect  method as
defined under the Financial Accounting Standard No. 95.

The cash  flow  statements  do not  include  following  non-cash  investing  and
financing activities:

The Company  issued  2,000,000  shares of common  stock for board of  directors'
compensation  amounting $40,000.  The Company issued 22,533,344 shares of common
stock for legal and consulting  service amounting  $552,727.  The company issued
4,331,009 shares of common stock to various employees for compensation amounting
$83,242.  The company issued  3,582,257  shares of common stock for  promotional
purpose amounting  $65,252.  The Company issued 2,500,000 shares of common stock
valued at $38,000 for the settlement of a note payable amounting $51,000.

6.    BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share for the three and six month  periods  ended
June 30, 2002 and 2001 were  determined  by dividing net loss for the periods by
the weighted average number of both basic and diluted shares of common stock and
common stock  equivalents  outstanding.  3,858,940  shares of common stock to be
issued and all the  convertible  preferred  stock are  regarded as common  stock
equivalents  and are  considered  in  diluted  net loss per share  calculations.
Weighted  average  number of shares used to compute  basic and diluted  loss per
share is the same since the effect of dilutive securities is anti-dilutive.

                                       10
<PAGE>


7.    GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principle,  which contemplate  continuation of the
Company as a going  concern.  However,  the Company has  accumulated  deficit of
$21,353,070  including  net losses of $924,142  and  $1,206,798  for the periods
ended June 30,  2002 and 2001,  respectively.  The total  shareholders'  deficit
amounted to $4,445,634 on June 30, 2002.  The  continuing  losses have adversely
affected the liquidity of the Company. The Company faces continuing  significant
business risks including, but not limited to, its ability to maintain vendor and
supplier relationships by making timely payments when due.
In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded  asset amounts shown in the  accompanying  balance
sheet is dependent  upon continued  operations of the Company,  which in turn is
dependent  upon the  Company's  ability  to  raise  additional  capital,  obtain
financing and to succeed in its future operations.  The financial  statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and  classification  of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability to continue as a going concern.  Management devoted  considerable effort
during the period ended June 30, 2002,  towards (i) obtaining  additional equity
financing   (see  note  4)  (ii)   controlling   of  salaries  and  general  and
administrative expenses (iii) management of accounts payable and (iv) evaluation
of its distribution and marketing methods.

8.    CONTINGENCY

Pending litigation

Two of the  shareholders  of the Company filed an action against the Company and
certain individuals connected therewith.  The complaint sought relief for breach
of  contract,  specific  performance,  breach  of  fiduciary  duty,  intentional
interference  with stock  transfer  rights,  negligent  interference  with stock
transfer rights and  injunction.  No settlement or agreement has been reached as
of this report date.

The  landlord of the building  where the  corporate  office was located  filed a
Complaint  against the Company for the unpaid  rental  payments  and  overvalued
stock  security  paid for prepaid  rent.  The Company  filed a response with the
court  denying all  allegations.  The unpaid rent  liability was recorded in the
financial statements.  The management believes that maximum potential additional
liability from the overvalued stock security is $100,000.

9.    RECLASSIFICATION

For comparative purposes,  prior period's consolidated financial statements have
been reclassified to conform with report classifications of the current period.

10.      SEGMENT INFORMATION

In computing income from operations by industry segment, unallocable general and
administrative expenses have been excluded from each segments' pre-tax operating
earnings before interest expense and have been included in general corporate and
other operations.

                                       11
<PAGE>

The Company reportable business segments are strategic business units that offer
distinctive  products and services that are marketed through different channels.
They are managed separately because of their unique technology,  marketing,  and
distribution requirements. The Company is a holding company that is comprised of
four operating  subsidiaries:  LLC,  PTMS,  PTD and LBC. The LLC  specializes in
streaming media production of concerts, tradeshows,  interviews, sporting events
and movie premiers. PTMS is a diversified media company specializing in reaching
targeted audiences.  PTD is a direct marketing company.  LBC provides law firms,
corporations  and  insurance  companies  with service of the  creation,  review,
storage,  and  presentation  of video,  including  the video  documentation  and
storage of legal depositions.

 Following is a summary of segmented  information  for the period ended June 30,
2002:
<TABLE>
<CAPTION>
<S>                             <C>            <C>           <C>           <C>             <C>           <C>


|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|
|                            |  |    LLC      |     PTMS   |       PTD    |       LBC     | Unallocated |    Total    |
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|
|Sales                       |  | $   5,665   | $  573,317 |  $   275,085 |  $  320,439   |        -    | $ 1,174,506 |
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|
|Operating loss/(gain)       |  |   210,979   |    209,565 |      (76,205)|     (11,833)  |     708,981 |   1,041,487 |
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|
|Total Assets                |  |    86,454   |    223,470 |      279,920 |     204,113   |      84,818 |     878,775 |
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|
|Capital Expenditure         |  |      -      |       -    |         -    |       1,080   |        -    |       1,080 |
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|
|Depreciation & amortization |  |    15,067   |     13,198 |        4,523 |      18,190   |      15,922 |      66,900 |
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|
|                            |  |             |            |              |               |             |             |
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|
</TABLE>
<TABLE>
<CAPTION>

  Following  is a summary of segmented  information  for the period ended June 30, 2001:
<S>                             <C>            <C>           <C>          <C>              <C>          <C>            <C>

|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|------------|
|                            |  |    EMG      |   LLC      |      PTMS    |      PTD      |     LBC     | Unallocated |    Total   |
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|------------|
|Sales                       |  | $  10,198   | $    5,789 |  $16,342,911 |  $  736,667   |  $  122,779 |         252 | $17,218,596|
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|------------|
|Operating loss/(gain)       |  |    21,757   |    703,034 |     (415,907)|      37,025   |       1,098 |     778,027 |   1,124,782|
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|------------|
|Total Assets                |  |    34,720   |    542,319 |    2,048,424 |   1,055,776   |     243,312 |  12,362,079 |  16,286,630|
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|------------|
|Capital Expenditure         |  |      -      |       -    |       35,945 |         -     |        -    |        -    |      35,945|
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|------------|
|Depreciation & amor.        |  |       744   |     70,418 |       25,831 |       1,205   |       9,865 |     274,688 |     382,751|
|----------------------------|--|-------------|------------|--------------|---------------|-------------|-------------|------------|

</TABLE>



                                       12
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operations
Forward-looking Information

This quarterly report contains forward-looking statements. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. These statements relate to future
events or to our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. There are a number of factors that could cause our actual
results to differ materially from those indicated by such forward-looking
statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Moreover, we do not assume
responsibility for the accuracy and completeness of such forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date of this report to conform such statements to actual results. The
foregoing management's discussion and analysis should be read in conjunction
with the Company's financial statements and the notes herein.

General

         Thaon Communications, Inc., a Nevada corporation (the "Company"), was
incorporated under the name Engineering Services, Inc., on July 13, 1984. The
Company changed its name to Deep Earth, Inc. in November of 1998. The Company
was originally engaged in seeking and developing mining properties which
operations it abandoned in 1991 becoming a dormant shell without assets or
liabilities. On November 29, 1999, the Company changed its name to CastPro.com,
Inc. On December 31, 1999, the Company entered into a stock for stock exchange,
whereby it acquired all of the stock of CastPro.com, LLC, a California limited
liability company ("CastPro.com"). In November 2000, the Company changed its
name to Thaon Communications, Inc.

         The Company's current operations are conducted through its wholly owned
subsidiaries, CastPro.com, L.L.C. ("CastPro"), Prime Time Media Solutions
("Prime Time"), Legal Broadcast Company ("LBC"), and Prime Time Distribution
("PTD"). On December 28, 2001, Prime Time and PTD completed a consolidation of
operations to reduce overhead.

CASTPRO

         CastPro is a streaming media company with a production and data storage
facility headquartered in Los Angeles, California. CastPro provides encoding,
hosting and delivery services on behalf of its clients. CastPro's model is to
create strategic partnerships with existing brick and mortar entities that
currently have market share in each of the target market segments. This strategy
affords CastPro the opportunity to utilize sales and marketing efforts of
strategic partners to offer turnkey rich media creation and publishing services
utilizing their existing client relationships.

PRIME TIME

         Prime Time specializes in media planning and placement services for
direct response television ("DRTV") advertising. DRTV advertising refers to any
advertising campaign that aims to elicit a specific, measurable response from

                                       13
<PAGE>

the audience. The response can be a phone call, an email, a check in the mail or
a credit card order, among other things, but it is always a direct contact with
a potential customer. Prime Time's direct response advertising services have
mainly been associated with the program length "infomercials" widely distributed
on TV. In mid 1999, Prime Time expanded its services to include the planning and
placement of short form media (30, 60, 90 and 120 second advertisements).

During the six years since it was founded, Prime Time has placed hundreds of
millions of dollars worth of television advertising on broadcast stations and
cable networks in every market in the United States. With extensive media
management systems in place, Prime Time is well positioned to provide clients
with comprehensive media management services. Prime Time grew rapidly, and is
perhaps best known for having been the primary agency for the Billy Blanks Tae
Bo Aerobics infomercial campaign and more than 70 different golf clients.

LBC

LBC specializes in the capture, archival and presentation of legal proceedings.
Utilizing trained video technicians, state of the art videoconferencing and
Internet streaming technology that incorporates advanced voice recognition based
automated text to video synchronization, secure Internet archiving technology
and proprietary trial presentation software.

LBC announced the launch of its live streaming services and Depositions
Navigator technology in April of 2002. LBC's streaming services will provide a
text searchable feature enabling attorneys and insurance representatives to
easily and efficiently find video material regarding specific issues by
utilizing its proprietary key word search engine from video transcripts as well
as providing the ability for attorneys and others associated with various legal
proceedings to access those proceedings through LBC's live interactive streaming
services.
PTD

PTD is a full service fulfillment center catering to the direct marketing
industry. The PTD fulfillment center provides services such as merchant banking
assistance, order processing, product assembly, pick and pack, direct to
consumer shipping, customer service and direct mail preparation and
distribution.

PTD currently leverages the new business development activities and personnel of
Prime Time to gain new clients and will assist Thaon in capitalizing on
merchandising opportunities by offering in-house order processing and
distribution capabilities to support any direct to consumer or business to
business distribution efforts surrounding the distribution of DVD's, Video's, CD
Rom's on an as needed basis.

As of June 30, 2002, the Company had a total of eleven (11) employees, all of
which were employed full-time.

On May 16, 2002, the Company announced the discontinuation of CastPro's
operations in the downtown Los Angeles facility in accordance with a new
strategic plan to eliminate non-productive overhead. Thaon Communications, Inc.
has consolidated its operations with Prime Time and PTD in the San Luis Obispo
office. It is estimated these measures will result in a reduction of overhead
expenditures of approximately $650,000 annually.

                                       14
<PAGE>


Results of Operations

The following sections discuss the results of operations for the second quarter
ended June 30, 2002 compared to the results of operations for the second quarter
ended June 30, 2001 and for the six months ended June 30, 2002 compared to the
results of operations for the six months ended June 30, 2001.

Second Quarter 2002 Vs. Second Quarter 2001. Net revenue for the second quarter
ended June 30, 2002 amounted to $632,224 compared to net revenue of $7,918,035
for the second quarter ended June 30, 2001. The decrease in sales for the second
quarter is attributable to the lost revenues associated with the business that
was lost due to the resignation of the two executives at PTMS as previously
reported. Gross profit for the second quarter ended June 30, 2002 totaled
$247,106 compared to gross profit of $678,437 for the second quarter ended June
30, 2001. The net loss before dividends appropriation for Preferred stockholders
for the second quarter ended June 30, 2002 amounted to $133,988 verses a net
loss of $782,826 in the second quarter ended June 30, 2001. The net loss of
$133,988 for the quarter can be attributed to the cash and non cash expenses
associated with overhead costs, consulting costs, an extraordinary gain from
forgiveness of debt and the lost profit opportunities associated with the
business that was lost due to the resignation of the two executives at PTMS as
previously reported. On a per share basis, the basic and diluted net operating
loss attributable to common stock was $.00 for the quarter ended June 30, 2002
as compared to $.01 for the quarter ended June 30, 2001.

Six Months 2002 Vs. Six Months 2001. Net revenue for the six months ended June
30, 2002 amounted to $1,174,506 compared to net revenue of $17,218,596 for the
six months ended June 30, 2001. The decrease in sales for the six months is
attributable to the lost revenues associated with the business that was lost due
to the resignation of the two executives at PTMS as previously reported. Gross
profit for the six months ended June 30, 2002 totaled $449,932 compared to gross
profit of $1,431,428 for the six months ended June 30, 2001. The net loss before
dividends appropriation for Preferred stockholders for the six months ended June
30, 2002 amounted to $838,342 verses a net loss of $1,134,298 in the six months
ended June 30, 2001. The net loss of $838,342 for the six months can be
attributed to the cash and non cash expenses associated with overhead costs,
consulting costs, and the lost profit opportunities associated with the business
that was lost due to the resignation of the two executives at PTMS as previously
reported. On a per share basis, the basic and diluted net operating loss
attributable to common stock was $.01 for the six months ended June 30, 2002 as
compared to $.02 for the six months ended June 30, 2001.

Liquidity and Capital Resources

As of June 30, 2002, Thaon had $74,405 in cash and cash equivalents, a decrease
of $4,908 from December 31, 2001. Accounts Receivable at June 30, 2002 totaled
$48,363 compared to $112,750 at December 31, 2001. Inventory at June 30, 2002
was $264,728 verses $319,784 on December 31, 2001. Thaon experienced negative
cash flow from operating activities of $197,754 for the six months as compared
to negative cash flow of $99,359 for the six month period ended June 30, 2001 .
The net loss for the six months of $924,142 was partially offset by the sale of
the company's common stock on a private placement basis of $142,499 and payment
of compensation and services with common stock in the amount of $707,523. Net
investing activities during the six month period were outflows of $1,573 as
compared to inflows of $112,905 for the six month period ended June 30, 2001.
Net Property and Equipment of $394,538 at June 30, 2002 compares to $461,853 at
December 31, 2001 and consists of computer equipment, office equipment and web
cast production equipment. The decrease is due to normal depreciation expenses.
It is not anticipated that capital expenditures will increase substantially in
future periods.

The Company continually monitors its goodwill to determine whether any
impairment of this asset has occurred. On December 31, 2001, the Company
evaluated the value of each subsidiary based upon performance and future cash
flow. The Company estimated the total value of goodwill at December 31, 2001 at
zero since all the subsidiaries were having losses through December 31, 2001 and
did not have goodwill value associated with them. The Company wrote off the
goodwill balance of $10,739,790 on December 31, 2001.

                                       15
<PAGE>


As a result of the Jones and Cody litigation, which was fully and finally
settled on November 5, 2001, the Company is entitled to receive $450,000 from
Jones, Cody and Media Maverick pursuant to a promissory note. The note is
payable in monthly installments which shall be the greater of an increasing
monthly minimum or a percentage of revenue generated by Jones, Cody and Media
Maverick in the direct response television industry. Such amounts are expected
to provide the Company with extra capital resources for at least the next 24
months. Although the Company has been receiving payments under this note and is
optimistic it will continue receive payments under this note, no assurances can
be given regarding either the size or frequency of any such payments.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

On June 26, 2002, Olympic Town LLC sued the company for lease payments on the
office space vacated due to the discontinuation of operations at the Los Angeles
facility. The plaintiff alleges that amounts owing include back rent, additional
security on stock issued for prepaid lease amounts, and lease payments for the
remaining lease duration. The Company answered the complaint on July 26, 2002
denying the allegations.

On August 27, 2001, Simon G. Talbot and Corey K. Quinn, former officers and
directors of the Company, sued the Company, Adam Anthony, Robert McNeill and
Kevin Quinn in the Superior Court of the State of California, County of Los
Angeles, Central District, Unlimited Civil Division alleging that the defendants
breached a settlement agreement and mutual general release that was entered into
on or about December 4, 2000. Plaintiffs also allege that the defendants
breached fiduciary duties and intentionally and negligently interfered with the
Plaintiffs right to sell or transfer their shares of the Company's common stock.
Plaintiffs seek actual and punitive damages resulting from the Company's alleged
interference with their ability to liquidate their stock and injunctive relief
from the Company's alleged interference with their ability to liquidate their
stock. The Company and other defendants deny any wrongdoing whatsoever and
intend to continue their vigorous defense of these allegations.

On September 30, 2001, a lawsuit initiated by Prime Time Media Solutions against
Mark Jones and Chuck Cody (former officers of Prime Time) was settled out of
court. This litigation emanated from the resignation of these officers, which
resulted in the Company losing clients representing approximately 70% of PTMS'
revenue for the six month period ended June 30, 2001 and the loss of future cash
flow that these clients may have provided.

As a result of the Jones and Cody litigation, which was fully and finally
settled on November 5, 2001, the Company is entitled to receive $450,000 from
Jones, Cody and Media Maverick pursuant to a promissory note. The note is
payable in monthly installments which shall be the greater of an increasing
monthly minimum or a percentage of revenue generated by Jones, Cody and Media
Maverick in the direct response television industry. Such amounts are expected
to provide the Company with extra capital resources for at least the next 24
months. Although the Company is optimistic it will receive payments under this
note, no assurances can be given regarding either the size or frequency of any
such payments. The Company received minimum payments as due through May 2002,
but has not received payments for the subsequent months and has notified Jones,
Cody and Media Maverick that it believes that they are in default of the
agreement. The Company is currently assessing its options with regard to legal
action to enforce the remedies afforded under the default clause of the
settlement agreement.

                                       16
<PAGE>


Castpro has been in negotiation with the Internal Revenue Service (IRS)
regarding unpaid employment tax deposits, penalties, and interest for the tax
year 2000 and first and second quarters of 2001. An Offer in Compromise has been
presented to the IRS to reduce the liability substantially and CastPro awaits
further determination regarding acceptance of our offer. No legal proceedings,
liens, or attachments have been made or notification of any additional action
has been received. The full amount of the liability was recorded in the
financial statements for the year 2001. In addition, the company has been
notified by the Employment Development Department of the State of California
(EDD) that unpaid employment taxes, penalties, and interest are owed. Initial
contact has been made regarding the debt, but no formal action toward compromise
has been taken. No legal proceedings, liens, or attachments have been made or
notification of any additional action has been received. The full amount of the
liability was recorded in the financial statements for the year 2001. Castpro
has made all employment tax deposits from third quarter 2001 to the current
date.

Item 2.  Exhibit and Reports on Form 8-K

Exhibits.  The following exhibits are attached hereto.

EXHIBIT
NO.         DESCRIPTION
---         -----------
3.1         Articles  of  Incorporation
3.2         Bylaws
10.1        September 30, 2001 Settlement Agreement and Mutual Release by and
            between the Company, Prime Time, Media Maverick, Central Coast
10.2        September 30, 2001 Stock Transfer Agreement by and among the
            Company, Mark Jones and Chuck Cody
10.3        September 30, 2001 Promissory Note by Mark Jones payable to Prime
            Time Sports TV in the amount of $15,544.33
10.4        September 30, 2001 Promissory Note by Chuck Cody payable to Prime
            Time Sports TV in the amount of $37,500.00
10.5        September 30, 2001 Promissory Note by Mark Jones and Chuck Cody
            payable to Prime Time Sports TV in the amount of $450,000.00
99.1        Certificate of Chief Executive Officer pursuant to
            18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes - Oxley Act of 2002.
99.2        Certificate of Chief Financial Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the Sarbanes -
            Oxley Act of 2002.

Reports on Form 8-K. The Company filed zero (1) Forms 8-K during the quarter
ended June 30, 2002.





Item 5.  Subsequent events.

On July 3, 2002, the Company announced the acquisition of 100% of the stock of
The Clover, Inc., a Nevada corporation. The Clover, Inc. is doing business as
Ascent, Inc. and is active in the direct response marketing and advertising
industry, providing project development and management consulting and media
placement services to companies utilizing or planning to utilize direct response
marketing to drive their businesses.

                                       17
<PAGE>




SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            THAON COMMUNICATIONS, INC.



Date:    August 14, 2002           By:     /s/ Adam Anthony
                                        ---------------------------------
                                           Adam Anthony, Chief Executive Officer



                                       18
<PAGE>



INDEX TO EXHIBITS

         Exhibits marked with an asterisk have been filed previously with the
Commission and are incorporated herein by reference.


EXHIBIT  PAGE
NO.               NO.      DESCRIPTION
---               ---      -----------

3.1               *        Articles  of  Incorporation

3.2               *        Bylaws


10.1              *        September 30, 2001 Settlement Agreement and Mutual
Release by and between the Company, Prime Time, Media Maverick, Central Coast

10.2              *        September 30, 2001 Stock Transfer Agreement by and
among the Company, Mark Jones and Chuck Cody

10.3              *        September 30, 2001 Promissory Note by Mark Jones
payable to Prime Time Sports TV in the amount of $15,544.33

10.4              *        September 30, 2001 Promissory Note by Chuck Cody
payable to Prime Time Sports TV in the amount of $37,500.00

10.5              *        September 30, 2001 Promissory Note by Mark Jones and
Chuck Cody payable to Prime Time Sports TV in the amount of $450,000.00

99.1                       Certificate of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes -
Oxley Act of 2002.

99.2                      Certificate of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes -
Oxley Act of 2002.

* incorporated by reference from previous filings.


                                       19
<PAGE>