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 March 31, 2003

                                       or

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

      For the transition period from ______________ to ___________________

                    Commission file number: _________________

                           THAON COMMUNICATIONS, INC.
                           --------------------------
           (Name of Small Business Issuer as specific in its Charter)

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

     4130 Cahuenga Blvd, Suite 215, Toluca Lake, CA                  91602
     -----------------------------------------------                 -----
        (Address of Principal Executive Offices)                   (Zip Code)

     Issuer's telephone number, including area code:          818-655-9945
                                                              ------------

                                       N/A
                                       ---
(Former name, former address and former fiscal year, if changed since last
 report)

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

As of May 19,  2003,  the  number  of shares of  Common  Stock  outstanding  was
162,995,104.

Transitional Small Business Disclosure Format (check one):  Yes [ ]  No [X]




<PAGE>


                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION.................................................1

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

              Consolidated Balance Sheet as of March 31, 2003..................1

              Consolidated Statements of Operations for
              the three months ended March 31, 2003 and 2002...................2

              Consolidated Statements of Cash Flows for
              the three months ended March 31, 2003 and 2002...................3

              Notes to Consolidated Financial Statements.......................4

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS.............................14

ITEM 3   CONTROLS AND PROCEDURES..............................................17

PART II - OTHER INFORMATION...................................................18

ITEM 1   LEGAL PROCEEDINGS....................................................18

ITEM 2   CHANGES IN SECURITIES................................................19

ITEM 3   DEFAULTS UPON SENIOR SECURITIES......................................19

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................19

ITEM 5   OTHER INFORMATION....................................................20

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K.....................................20

SIGNATURES

<PAGE>



ITEM 1.   FINANCIAL STATEMENTS


                           THAON COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)


                            ASSETS
                            ------
CURRENT ASSETS:
    Cash & cash equivalents                                        $     58,301
    Accounts receivable, net                                            185,738
    Prepaid  expenses                                                    46,400
                                                                   ------------
           Total current assets                                         290,439

PROPERTY AND EQUIPMENT, net                                              29,107

ASSETS FROM DISCONTINUED OPERATION                                      111,317

                                                                   ------------
                                                                   $    430,863
                                                                   ============


                            LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable                                               $    255,537
    Accrued expenses                                                     67,219
    Deferred media revenue                                              208,419
    Notes payable-related parties                                        19,500
    Advances                                                            422,781
    Dividends payable                                                   451,114
    Liabilities from discontinued operations                          3,926,566
                                                                   ------------
           Total current liabilities                                  5,351,136

Note Payable - Long term                                                 61,468

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 B convertible 8% preferred stock
      $1 par value, authorized shares 2,000,000,
      issued and outstanding 140,727                                    502,697
    Series D convertible 6% preferred stock,
      $1 par value; authorized shares 3,000,000,
      issued and outstanding 3,000,000                                3,000,000
    Series E convertible 8% preferred stock,
      $.001 par value; authorized shares 2,000,000,
      issued and outstanding 50,000                                          50
    Series F convertible 8% preferred stock,
      $.001 par value; authorized shares 2,000,000,
      issued and outstanding 50,000                                          50
    Common stock, $.001 par value;
      authorized shares 200,000,000; issued 9,583,178
      and outstanding 9,534,178                                         143,115
    Shares to be issued, 13,333 shares of
      Series F preferred stock                                           10,000
    Treasury Stock, 49,000 shares of common stock                      (285,000)
    Additional paid in capital                                       14,006,460
    Accumulated deficit                                             (22,859,113)
                                                                   ------------
          Total stockholders' deficit                                (4,981,741)
                                                                   ------------
                                                                   $    430,863
                                                                   ============


                                       1
<PAGE>


                           THAON COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                           2003           2002
                                                                       -----------    -----------
<S>                                                                   <C>           <C>


Net revenue                                                            $   636,426    $   139,448

Cost of revenues                                                           556,782         65,592
                                                                       -----------    -----------

Gross profit                                                                79,644         73,856

Operating expenses                                                         101,268        565,977
                                                                       -----------    -----------

Loss from operations                                                       (21,624)      (492,121)

Non-operating income (expense):
           Interest expense                                                 (3,000)        (1,989)
           Gain (loss) on settlement of debts                             (116,761)        13,000
           Other                                                               669             --
                                                                       -----------    -----------
               Total non-operating income (expense)                       (119,092)        11,011
                                                                       -----------    -----------

Loss from continuing operations before income taxes                       (140,716)      (481,110)

Income taxes                                                                 2,400          1,600
                                                                       -----------    -----------

Loss from continuing operations                                           (143,116)      (482,710)

Loss from discontinued operations                                               --       (263,686)
                                                                       -----------    -----------

Net Loss                                                                  (143,116)      (746,396)

Dividend requirement for preferred stock                                   (64,554)       (42,150)
                                                                       -----------    -----------

Net loss applicable to common shareholders                             $  (207,670)   $  (788,546)
                                                                       ===========    ===========

Basic and diluted weighted average number of
                                                                       -----------    -----------
    common stock outstanding                                             6,775,068      2,018,085
                                                                       ===========    ===========

Basic & diluted loss per share from continuing operations              $     (0.02)   $     (0.24)
                                                                       -----------    -----------

Basic & diluted loss per share from discontinued operations            $      0.00    $     (0.13)
                                                                       -----------    -----------

Basic & diluted loss per share for dividends for preferred stock       $     (0.01)   $     (0.02)
                                                                       -----------    -----------

Basic & diluted net loss per share applicable to common shareholders   $     (0.03)   $     (0.39)
                                                                       ===========    ===========
</TABLE>

                                       2
<PAGE>

                           THAON COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                             2003         2002
                                                                         -----------   ----------
<S>                                                                     <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
          Net Loss                                                        $(207,670)   $(788,546)
          Adjustments to reconcile net loss to net cash used in
          operating activities:
                    Depreciation and amortization                             3,234       31,726
                    Issuance of shares for compensation,
                        consulting and other services                        63,820      639,250
                    Gain on settlement of note payable                           --      (13,000)
                    Loss on settlement of debts                             116,761           --
                    (Increase) / decrease in current assets:
                              Accounts/Media receivable                     121,122       10,799
                              Inventory                                          --       32,967
                              Prepaid expenses                              (10,615)      46,408
                              Deposits                                           --        3,400
                    Increase / (decrease) in current liabilities:
                              Accounts payable                              (75,401)     (63,271)
                              Accrued expenses                              113,474      (36,965)
                              Media payable                                      --       28,769
                              Deferred media revenue                          6,993       17,570
                              Customer credit                                    --       14,061
                                                                          ---------    ---------
                    Net cash provided by (used in) operating activities     131,718      (76,832)
                                                                          ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
                    Increase/ (decrease) in notes receivable                295,439       (3,029)
                    Acquisition of property & equipment                          --       (1,080)
                                                                          ---------    ---------
                    Net cash provided by (used in) investing activities     295,439       (4,109)
                                                                          ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
                    Dividends payable                                        64,554       42,150
                    Payments on notes payable                              (492,323)     (58,143)
                    Proceeds from shares to be issued                            --       28,450
                    Proceeds from issuance of stock                              --       59,046
                                                                          ---------    ---------
                    Net cash provided by (used in) financing activities    (427,769)      71,503
                                                                          ---------    ---------

NET DECREASE IN CASH & CASH EQUIVALENTS                                        (612)      (9,438)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                   58,913       79,313
                                                                          ---------    ---------

CASH & CASH EQUIVALENTS, ENDING BALANCE                                   $  58,301    $  69,875
                                                                          =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Income taxes paid                                                         $      --    $      --
                                                                          =========    =========

Interest paid                                                             $      --    $   4,345
                                                                          =========    =========
</TABLE>
                                       3
<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. 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 was 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.

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.  On February 2003, the Board of Directors approved a
dividend of 300,000 shares of common stock of Legal Broadcast  Company  ("LBC"),
which  represents  the Company's 15% ownership  interest in LBC at that time, to
all of the  Company's  shareholders  of record as of February 14, 2003, on a pro
rata  proportion  basis.  These  300,000  shares  represent all of the remaining
interest  that the Company  holds in LBC. The  dividend  resulted in a charge of
$248,071 to the equity of the Company.

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.

The Company  acquired 100% outstanding  shares of the Clover,  Inc. (AC) in June
2002 for a cash amount of $1,900. AC was formed on July 18, 2001 and on June 27,
2002,  a  certificate  of  fictitious  business  name was filed  for  conducting
business as, Ascent, Inc. AC is media planning, placement and consulting Company
based in  California.  AC had no business  activity and no assets or liabilities
through the acquisition date.

                                       4
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company entered into a stock purchase  agreement (the "Purchase  Agreement")
with Practice Xpert Services Corp., a California corporation, ("Practice Xpert")
engaged in the business of medical billing and practice management (note 12).

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
audited  consolidated  financial statements for the year ended December 31, 2002
was filed on April 11, 2003 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
three-month  period ended March 31, 2003 are not  necessarily  indicative of the
results that may be expected for the year ended December 31, 2003.

2.    PRINCIPLES OF CONSOLIDATION

The   Consolidated   Financial   Statements   include  the   accounts  of  Thaon
Communication,  Inc. and its wholly owned  subsidiaries  Ascent,  and Prime Time
Distribution,  Inc. All significant inter-company transactions and balances have
been eliminated for the years ended March 31, 2003 and 2002.

3.    RECENT PRONOUNCEMENTS

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
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 adoption of SFAS 145 does not have a
material effect on the earnings or financial position of the Company.

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.  . The  adoption  of SFAS 146 does not have a material  effect on the
earnings or financial position of the Company.

In  October  2002,  the FASB  issued  SFAS No.  147,  "Acquisitions  of  Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value
of  liabilities  assumed  over  the  fair  value of  tangible  and  identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement

                                       5
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

requires that those  transactions  be accounted for in accordance  with SFAS No.
141,  "Business  Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." In addition,  this statement  amends SFAS No. 144,  "Accounting for the
Impairment  or Disposal of  Long-Lived  Assets,"  to include  certain  financial
institution-related  intangible assets. . The adoption of SFAS 147 does not have
a material effect on the earnings or financial position of the Company.

In  November  2002,  the FASB issued FASB  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others"  (FIN 45).  FIN 45  requires  that upon
issuance of a guarantee,  a guarantor  must  recognize a liability  for the fair
value  of an  obligation  assumed  under  a  guarantee.  FIN  45  also  requires
additional  disclosures  by a  guarantor  in its  interim  and annual  financial
statements  about  the  obligations   associated  with  guarantees  issued.  The
recognition  provisions  of FIN 45 are effective  for any  guarantees  issued or
modified after December 31, 2002. The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002. . The adoption of this  pronouncement  does not have a material  effect on
the earnings or financial position of the Company.

In  December  2002,  the FASB issued  SFAS No. 148  "Accounting  for Stock Based
Compensation-Transition  and  Disclosure".  SFAS No.  148 amends  SFAS No.  123,
"Accounting for Stock Based  Compensation",  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  In addition,  this Statement amends the
disclosure  requirements  of Statement 123 to require  prominent  disclosures in
both annual and interim financial  statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending  January 31,  2003.  . The  adoption of SFAS 148 does not have a material
effect on the earnings or financial position of the Company.

On April 30, the FASB  issued FASB  Statement  No. 149 (FAS 149),  Amendment  of
Statement 133 on Derivative  Instruments and Hedging Activities.  FAS 149 amends
and clarifies the accounting guidance on (1) derivative  instruments  (including
certain  derivative  instruments  embedded in other  contracts)  and (2) hedging
activities  that fall  within  the scope of FASB  Statement  No.  133 (FAS 133),
Accounting  for  Derivative  Instruments  and Hedging  Activities.  FAS 149 also
amends  certain  other  existing  pronouncements,  which  will  result  in  more
consistent reporting of contracts that are derivatives in their entirety or that
contain  embedded  derivatives  that  warrant  separate  accounting.  FAS 149 is
effective (1) for contracts  entered into or modified after June 30, 2003,  with
certain exceptions,  and (2) for hedging relationships designated after June 30,
2003. The guidance is to be applied  prospectively.  The Company does not expect
the adoption of SFAS No. 149 to have a material impact on its financial position
or results of operations or cash flows.

4.    STOCKHOLDERS' EQUITY

Stock Split
-----------

On January 10, 2003, the Company  executed a 50 to 1 reverse stock split for all
shareholders  of record as of January 9, 2003. All share and per share data have
been retroactively restated to reflect these stock split.

Spin off of subsidiary
----------------------

On February 2003,  the Board of Directors  approved a dividend of 300,000 shares
of  common  stock of Legal  Broadcast  Company  ("LBC"),  which  represents  the
Company's  15%  ownership  interest in LBC at that time, to all of the Company's
shareholders of record as of February 14, 2003, on a pro rata proportion  basis.
These 300,000  shares  represent all of the remaining  interest that the Company
holds in LBC. The dividend resulted in a charge of $248,071 to the equity of the
Company.

                                       6
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 8% 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 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.

The Series B convertible  Preferred  stock, at the option of the holder thereof,
is convertible  into fully paid share of common stock, on the basis of 10 shares
of common stock for each one share of Series B convertible Preferred stock being
converted plus accrued and unpaid dividends.  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. The holders of Series B convertible stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The
holders of the Series B convertible  stock are entitled to receive  dividends at
the rate of 8% 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 vote 10 votes per share of Series B Preferred Stock held.

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 Series E convertible  Preferred  stock, at the option of the holder thereof,
is  convertible  into fully paid share of common  stock,  equal to two shares of
common stock for each one share of Series E  convertible  Preferred  stock being
converted plus accrued and unpaid dividends.  The Series E convertible Preferred
stock is  redeemable  by the  corporation  at any time at the rate of $1.25 plus
accrued and unpaid dividends. The holders of Series E convertible stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The
holders of the Series E convertible  stock are entitled to receive  dividends at
the rate of 8% per annum payable  yearly in shares of the  corporation's  common
stock.  The Series E  convertible  Preferred  stock  shall have the full  voting
rights  and shall be  entitled  to vote two votes for each one share of Series E
Preferred Stock held.
                                       7
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Series F convertible  Preferred  stock, at the option of the holder thereof,
is  convertible  into fully paid  share of common  stock,  equal to 10 shares of
common stock for each one share of Series F  convertible  Preferred  stock being
converted plus accrued and unpaid dividends.  The Series F convertible Preferred
stock is  redeemable by the  corporation  at any time at the rate of $ 1.25 plus
accrued and unpaid dividends. The holders of Series F convertible stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The
holders of the Series F convertible  stock are entitled to receive  dividends at
the rate of 8% per  annum if paid in cash  and 12% per  annum if paid in  common
stock.  The Series F  convertible  Preferred  stock  shall have the full  voting
rights and shall be entitled to 10 votes per share.

As of March 31, 2003, the Company has received cash in the amount of $10,000 for
13,333 shares of Series F preferred stock to be issued.

Common stock
------------

During the period ended March 31, 2003, the Company  converted  20,000 shares of
series F  convertible  prefer  stock to  200,000  shares of common  stock of the
Company.

During the period  ended March 31, 2003,  the Company  issued  common  stocks in
exchange of various services to following parties:

During the period ended March 31, 2003,  the Company  issued  566,241  shares of
common stock as  promotional & tradeshow  fees  amounting  $37,020.  The company
issued 20,000 shares of common stock for consulting  services  amounting $1,105.
The Company  issued  79,583  shares of its common  stock in against the building
lease  amounting  $3,600.  The Company  issued 400,000 shares of common stock in
exchange of video  production  amounting  $22,095.  The Company issued 5,636,725
shares of common stock valued at $257,679 for the  settlement  of a note payable
amounting  $140,918.  The  difference of the note and the value of stock issued,
amounting  $116,761 was recorded as a loss on  settlement  of debt in the period
ended March 31, 2003.

Issuance of shares for service
------------------------------

The Company accounts for the issuance of equity instruments to acquire goods and
services.  The stocks were valued at the average fair market value of the freely
trading shares of the Company as quoted on OTCBB on the date of issuance

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:

(1)   During the three month  period ended March 31,  2002,  The Company  issued
      28,000  shares  of  common  stock  for  board of  directors'  compensation
      amounting  $28,000.  The  Company  issued  667  shares of common  stock in
      exchange of Legal services amounting  $15,667.  The Company issued 338,760
      shares of common stock for  consulting  service  amounting  $474,013.  The

                                       8
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

      company  issued  83,433  shares of common stock to various  employees  for
      compensation  amounting  $102,790.  The company  issued  25,225  shares of
      common stock for promotional purpose amounting $42,042. The Company issued
      50,000  shares of common stock valued at $38,000 for the  settlement  of a
      note payable amounting $51,000.

(2)   During the period ended March 31, 2003,  the Company issued 566,241 shares
      of common  stock in exchange of  promotional  & tradeshow  fees  amounting
      $37,020.  The company  issued 20,000 shares of common stock in exchange of
      consulting  services amounting $1,105. The Company issued 79,583 shares of
      its common stock in exchange of lease fees amounting  $3,600.  The Company
      issued 400,000 shares of common stock in exchange of video production fees
      in amounting $22,095.  The Company issued 5,636,725 shares of common stock
      valued at $140,918 for the settlement of a note payable amounting $24,157.

(3)   In March 2003, the Company converted 20,000 shares of series F convertible
      prefer stock to 200,000 shares of common stock of the Company.

6.    BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share for the three-month periods ended March 31,
2003 and 2002  were  determined  by  dividing  net loss for the  periods  by the
weighted average number of both basic and diluted shares of common stock 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.

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
$22,859,113  including net losses applicable to common  shareholders of $207,670
and  $802,288  for the  three-month  periods  ended  March  31,  2003 and  2002,
respectively.  The total  shareholders'  deficit amounted to $4,981,741 on March
31, 2003.  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 March 31, 2003, 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.  In this regard, the Company acquired
100% outstanding shares of the Clover,  Inc. (AC) in June 2002 for a cash amount
of $1,900. AC was formed on July 18, 2001 and on June 27, 2002, a certificate of
fictitious  business name was filed for conducting  business as, Ascent, Inc. AC
is media planning,  placement and consulting Company based in California. AC had
no business activity and no assets or liabilities through the acquisition date.

                                       9
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In that regard,  on March 19, 2003,  the Company  entered into a stock  purchase
agreement (the  "Purchase  Agreement")  with Practice  Xpert  Services  Corp., a
California  corporation,  ("Practice  Xpert") engaged in the business of medical
billing and  practice  management.  Pursuant to the  Purchase  Agreement,  which
closed  on April  11,  2003,  the  Company  purchased  92% of  Practice  Xpert's
outstanding  common stock in exchange for newly issued  shares of the  Company's
common stock and shares of the  Company's  Preferred  Series C stock to Jonathan
Doctor,   Monica   Dedovich,   Zima  Hartz,   Michael   Manahan  (the   "Selling
Shareholders"). As a group, the Selling Shareholders received 153,411,925 shares
of common stock and 1,845,000 shares of Preferred  Series C stock,  constituting
72.75% of the  Company's  voting  securities.  As a  condition  of the  Purchase
Agreement,  on April 11, 2003, the current  officers of the Company resigned and
the board of directors  appointed  officers of Practice Xpert's as the Company's
officers.  The  Company  is in process of having  the  financial  statements  of
Practice Xpert audited.

8.    CONTINGENCY

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 management  believes that maximum  potential
additional liability from the overvalued stock security is $100,000.  The unpaid
rent liability has been accrued in the financial statements.

A petition  was filed  against  the Company on August 22, 2002 by a law firm for
unpaid  attorney  fees of $58,889.  To date no action has been taken in the case
except the filing of a general  denial on behalf of the Company.  The Company is
seeking to arrange a mediated settlement.  The unpaid liability has been accrued
in the financial statements.

9.    DISCONTINUED OPERATIONS

On November 6, 2002, CastPro.com, LLC ("LLC"), a subsidiary of the Company filed
a Chapter 7 bankruptcy and on December 31, 2002, PTMS, subsidiary of the Company
filed a Chapter 7 bankruptcy.  The assets and liabilities of these  subsidiaries
are as follows as of March 31, 2003;

                                                     PTMS           Castpro
                                                   --------        --------

          Current assets                        $     2,569       $      -
          Non current assets                        108,748              -
                                                   --------       ---------
          Total assets                              111,317              -

          Account payable & accrued expenses      3,342,213         457,640
          Lease payable                             126,713              -
                                                   --------       ---------
          Total liabilities                     $ 3,468,926       $ 457,640


Total loss from these  discontinued  operations  was $263,686 in the three month
period ended March 31, 2002. There were no operations for such entities in 2003.
The bankruptcy is still pending subject to the court approval.

10.    RECLASSIFICATION

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


                                       10
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

11.   CONCENTRATION OF CREDIT RISK

Financial  instruments  that  potentially  subject  the  Company to credit  risk
consist principally of trade accounts receivable and temporary cash investments.
The Company  grants  credit to customers  throughout  the  country.  The Company
performs  credit  checks  on all  new  customers,  and  generally,  requires  no
collateral from its customers.

12.   SUBSEQUENT EVENT

The Company entered into a stock purchase  agreement (the "Purchase  Agreement")
with Practice Xpert Services Corp., a California corporation, ("Practice Xpert")
engaged in the business of medical billing and practice management.  Pursuant to
the Purchase  Agreement,  which closed on April 11, 2003, the Company  purchased
92% of Practice  Xpert's  outstanding  common stock in exchange for newly issued
shares of the  Company's  common  stock and  shares of the  Company's  Preferred
Series C stock to Jonathan Doctor, Monica Dedovich,  Zima Hartz, Michael Manahan
(the "Selling  Shareholders").  As a group,  the Selling  Shareholders  received
153,411,925  shares of common stock and 1,845,000  shares of Preferred  Series C
stock, constituting 72.75% of the Company's voting securities. As a condition of
the Purchase  Agreement,  on April 11, 2003, the current officers of the Company
resigned and the board of directors  appointed  officers of Practice  Xpert's as
the  Company's  officers.   Unaudited  proforma   information  related  to  this
acquisition is not included.

Practice Xpert Services Corp., a healthcare  technology and services company, is
in the business of developing and deploying  systems,  technologies and services
designed to improve operational efficiencies,  reduce billing errors and enhance
cash flow for medical practitioners. Its services revolve around PracticeXpert's
flagship patent-pending  hand-held patient encounter system,  PracticeXpert(TM),
and  include  medical  billing,  collections,   transcription,   clinical  trial
accruals,  contracting  and  practice  management.   PracticeXpert  bundles  its
technology  applications with its billing and other practice management services
to provide a complete and  integrated  solution to its  physician  customers.

The  acquisition of Practice  Xpert  Services  Corp.  will be accounted for as a
reverse   acquisition   under  the  purchase  method  of  accounting  since  the
shareholders  of  Practice  Xpert  Services  Corp.   obtained   control  of  the
consolidated  entity.  Accordingly,  the  merger  of the two  companies  will be
recorded as a  recapitalization  of Practice Xpert Services Corp., with Practice
Xpert Services  Corp.  being treated as the  continuing  entity.  The continuing
company has retained December 31 as its fiscal year end.

Unaudited  Pro-forma  revenue,  net income and  income  per share  assuming  the
transaction  had been  completed at the  beginning  of the periods  reported on,
pro-forma financial results would be as follows:

                                       11
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


                                             Three month periods ended March 31,
                                                      (Unaudited)
                                            2002                      2001
                                            ----                      ----
           Revenue                      $ 1,319,754               $  140,913

           Net loss for the period      $   167,537               $  817,196

           Loss per share               $   (0 .001)              $   (0.005)


13.   LOSS ON SETTLEMENT OF DEBTS

During the year ended  December  31, 2002, a creditor  forgave  debts  amounting
$184,652.  During the year ended  December 31, 2002,  the Company issued 124,885
shares of common  stock valued at $66,082 for the  settlement  of a note payable
amounting  $79,082.  The  difference  of the note and the value of stock issued,
amounting $13,000 was recorded as an extraordinary gain. During the period ended
March 31, 2003,  the Company issued  5,636,725  shares of common stock valued at
$140,918 for the settlement of a note payable amounting $24,157.  The difference
of the note and the value of stock issued, amounting $116,761 was recorded as an
extraordinary loss.

14.   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.

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
two operating  subsidiaries:  PTD and AC. The PTD is a direct marketing company.
AC is media planning, placement and consulting Company.

 Following is a summary of segmented  information for the period ended March 31,
2003:
<TABLE>
<S>                           <C>          <C>         <C>            <C>             <C>


|----------------------------|------------|-----------|--------------|--------------|------------|
|                            |     PTD    |     AC    | Unallocated  | Discontinued |    Total   |
|                            |            |           |              |   entities   |            |
|----------------------------|------------|-----------|--------------|--------------|------------|
|Sales                       |  $    -    | $636,426  |       -      |              | $ 636,426  |
|----------------------------|------------|-----------|--------------|--------------|------------|
|Operating loss/(gain)       |    2,651   |  (39,130) |    58,103    |              |    21,624  |
|----------------------------|------------|-----------|--------------|--------------|------------|
|Total Assets                |    1,139   |  286,752  |    31,655    |  111,317     |   430,863  |
|----------------------------|------------|-----------|--------------|--------------|------------|
|Capital Expenditure         |       -    |     -     |       -      |              |      -     |
|----------------------------|------------|-----------|--------------|--------------|------------|
|Depreciation & amortization |       -    |     -     |     3,234    |              |   3,234    |
|----------------------------|------------|-----------|--------------|--------------|------------|
</TABLE>

                                       12
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Following is a summary of segmented  information  for the period ended March 31,
2002:
<TABLE>
<S>                             <C>         <C>           <C>              <C>

|------------------------------|-----------|-------------|---------------|-------------|
|                              |  PTD      | Unallocated | Discontinued  |   Total     |
|                              |           |             | entities      |             |
|------------------------------|-----------|-------------|---------------|-------------|
|Sales                         | $ 139,448 |      -      |               | $  139,448  |
|------------------------------|-----------| ------------|---------------|---- --------|
|Operating loss/(gain)         |   (13,007)|  (479,114)  |               |   (492,121) |
|------------------------------|-----------|-------------|---------------|--- ---------|
|Total Assets                  |   351,477 |   541,510   |   111,317     |  1,004,304  |
|------------------------------|-----------|-------------|---------------|-------------|
|Capital Expenditure           |        -  |     1,080   |               |      1,080  |
|------------------------------|-----------|-------------|---------------|-------------|
|Depreciation and amortization |     2,281 |     5,390   |               |      7,671  |
|------------------------------|-----------|-------------|---------------|-------------|
|                              |           |             |               |             |
|------------------------------|-----------|-------------|---------------|-------------|

</TABLE>
                                       13
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

The following  discussion and analysis  should be read in  conjunction  with the
Company's financial statements, including the notes thereto, appearing elsewhere
in this Report.

THIS  QUARTERLY  REPORT ON FORM 10-QSB  CONTAINS  STATEMENTS  RELATING TO FUTURE
RESULTS OF THE COMPANY (INCLUDING CERTAIN  PROJECTIONS AND BUSINESS TRENDS) THAT
ARE "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED AS
A RESULT OF  CERTAIN  RISKS AND  UNCERTAINTIES,  INCLUDING  BUT NOT  LIMITED  TO
CHANGES IN POLITICAL AND ECONOMIC  CONDITIONS,  DEMAND FOR AND MARKET ACCEPTANCE
OF NEW AND EXISTING PRODUCTS, AS WELL AS OTHER RISKS AND UNCERTAINTIES  DETAILED
FROM TIME TO TIME IN THE FILINGS OF THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

Overview
--------

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. From November 2000 through 2003, the Company
engaged in the acquisition of a number of communications and media companies and
operated these companies as subsidiaries. However, this line of business was not
successful  and during  2002 the Company  began the process of winding  down its
operations in communications and media.

On November  6, 2002  CastPro.com.  LLC, a  subsidiary  of the  Company  filed a
Chapter 7  bankruptcy.  On  December  21,  2002 Prime Time  Media  Solutions,  a
subsidiary  of the Company,  filed  Chapter 7  bankruptcy.  In February 2003 the
Board of  Directors  approved a dividend  of 300,000  shares of common  stock of
Legal Broadcasting Company ("LBC"), which represents the Company's 15% ownership
interest in at that time, to all of the Company's  shareholders  of record as of
February 14, 2003 on a pro rate proportion basis.

On  March  25,  2003,  the  Company  entered  into a  stock  purchase  agreement
("Purchase  Agreement") with Practice Xpert Services Corp. ("PXSC") a California
corporation,  and  Jonathan  Doctor,  Zima Hartz,  Monica  Dedovich  and Michael
Manahan  ("Selling  Group") to acquire 92% of the  outstanding  stock of PXSC in
exchange  for a  combination  of  common  and  Series C  preferred  stock of the
Company.  Completion of the  transaction  was contingent  upon the PXSC board of
directors  receiving and approving Thaon's audited financial  statements for the
year ended  December 31, 2002.  On April 11, 2003 the board of directors of PXSC
approved the Company's  audited  financial  statements and the Company completed

                                       14
<PAGE>
the acquisition.  The Selling Group received  153,411,925 shares of common stock
and 1,845,000  shares of Preferred  Series C stock,  constituting  72.75% of our
voting securities.

As a condition of the Purchase Agreement,  on April 11, 2003, Adam Anthony,  and
Jeanene Morgan  resigned as the officers of the Company and the Company's  board
appointed Jonathan Doctor as its Chief Executive Officer, Michael Manahan as its
Chief Financial Officer, and Zima Hartz as its Secretary.

PXSC is now a  majority-owned  subsidiary  of the Company and the  Company's new
management  has  decided to  discontinue  the  communications  and media line of
business  and  instead  focus on further  developing  the  medical  billing  and
practice  management  line of  business of Practice  Xpert.  In April 2003,  the
Company  made  the  decision  to  discontinue  the  operations  of its  last two
remaining subsidiaries,  The Clover, Inc. ("Clover") and Prime Time Distribution
("PTD").  The Company  intends to continue  to operate  Clover  until a suitable
buyer may be found. PTD is not operating and the Company intends to dissolve the
subsidiary.

As of May 12, 3003, the Company had a total of 53 employees  employed  full-time
and 4 part-time employees.

Practice Xpert
--------------

PXSC  is a  healthcare  technology  and  services  company  in the  business  of
developing and deploying systems,  technologies and services designed to improve
operational  efficiencies,  reduce  billing  errors  and  enhance  cash flow for
medical  practitioners.  Its  services  revolve  around  its  hand-held  patient
encounter system, PracticeXpert(TM),  and includes medical billing, collections,
transcription,  clinical trial accruals,  contracting  and practice  management.
PXSC has sought patent protection for the PracticeXpert  system by filing a U.S.
Patent Application.  PracticeXpert bundles its technology  applications with its
billing  and other  practice  management  services  to  provide a  complete  and
integrated solution to its physician customers. PracticeXpert currently provides
services to  physicians  in a number of states,  including  Alaska,  California,
Idaho,  Washington and Nevada.  PXSC employs  approximately  50 people,  and has
grown by utilizing a strategy of acquiring  operating medical billing companies,
then using its technology to improve operational efficiencies for its customers,
and to reduce operating expenses of the business.

The Clover
----------

Clover 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.  Clover currently services two different  infomercial
clients  and is  regularly  testing new  infomercials  on behalf of a variety of
different clients.
                                       15
<PAGE>

PTD
---

PTD was a direct response marketing and distribution  company.  This company has
been largely  inactive since  September 30, 2002,  when the lease expired on the
warehouse space where PTD performed shipping.

Results of Operations
---------------------

The following  sections  discuss the results of operations for the first quarter
ended March 31, 2003 compared to the results of operations for the first quarter
ended March 31, 2002 and was derived  from our  financial  statements  and notes
thereto  included  in this  quarterly  report  which are  unaudited.  Historical
results are not  necessarily  indicative of results that may be expected for any
future period. The following  information data should be read in conjunction our
unaudited financial statements, including the related footnotes.

Revenue
-------

Our net revenue was $636,426 for the three months ended March 31, 2003  compared
to $139,448 for the three months ended March 31, 2002.  The increase in revenues
during the first quarter of 2003 was the result of business generated by our one
remaining communications and media subsidiary, Clover, which began operations in
June,  2003. The revenue  generated during the three months ended March 31, 2002
was  attributable  to  those  subsidiaries  whose  operations  have  since  been
discontinued.

Operating Expenses
------------------

Our  operating  expenses for the three months ended March 31, 2003 were $101,268
compared to $565,977 for the three months  ended March 31, 2002.  The  operating
expenses dropped from the 2002 quarter to the 2003 quarter primarily as a result
of the  cessation  of  operations  of  CastPro.com,  LLC and  Prime  Time  Media
Solutions, which filed Chapter 7 bankruptcy during the last quarter of 2002.

Net Loss
--------

We had a net loss of $207,670,  or a basic and diluted net loss per common share
of $0.03,  for the three months  ended March 31, 2003  compared to a net loss of
$788,546,  or a basic and  diluted net loss per common  share of $0.39,  for the
three months ended March 31, 2002. The net loss for the three months during 2003
decreased  from that of the  comparable  period in 2002 primarily as a result of
the cessation of operations of CastPro.com,  LLC and Prime Time Media Solutions,
which filed Chapter 7 bankruptcy during the last quarter of 2002.

Liquidity And Capital Resources
-------------------------------

As of March 31, 2003, Thaon had $58,301 in cash and cash equivalents, a decrease
of $11,754 from March 31, 2002.  Current assets at March 31, 2003 were $290,439,
compared to current  liabilities of $5,351,136,  resulting in a working  capital
deficit of $5,060,697.  Of the current liabilities at March 31, 2003, $3,926,566
are  liabilities  from  discontinued  operations,  which are included  under the
Chapter 7 bankruptcy filings for two of our subsidiaries.

                                       16
<PAGE>

Our  only  sources  of  liquidity  are our  bank  accounts,  the  unused  credit
facilities  of PXSC and the future  revenues we may receive from the business of
PXSC. In conjunction  with the completion of the  acquisition of PXSC we began a
process of  diligently  seeking  capital for the firm to allow us to embark on a
program of expansion for PXSC, as well as pay certain obligations resulting from
the  operations of Thaon prior to its  acquisition  of PXSC. We have no material
commitments  for capital and there can be no assurances that we will receive the
needed investment capital to fully execute on our business plans, pay off any of
the outstanding liabilities, and/or maintain operations.

Due to numerous  economic and competitive  risks, any or all of which may have a
material  adverse impact upon our operations,  there can be no assurance that we
will be able to successfully generate significant revenues or achieve a level of
profits  which will  permit us to stay in  business.  However,  we believe  cash
generated  from net revenues  will be  sufficient to fund all or our general and
administrative expenses for the next twelve months.


Fluctuations in Operating Results; Seasonality
----------------------------------------------

Annual and quarterly  fluctuations in our results of operations may be caused by
the timing and quantity of orders from our  customers.  Our future  results also
may be  affected  by a number of  factors,  including  our  ability to offer our
products at competitive prices and to anticipate  customer demands.  Our results
may also be affected by economic  conditions in the geographical  areas in which
we  operate.  All of the  foregoing  may  result  in  substantial  unanticipated
quarterly earnings shortfalls or losses. Due to all of the foregoing, we believe
that  period-to-period   comparisons  of  our  results  of  operations  are  not
necessarily  meaningful  and should not be relied upon as  indicative  of future
performance.

Inflation
---------

We  believe  that  our  revenue  and  results  of   operations   have  not  been
significantly impacted by inflation since we began operations.

ITEM 3.   CONTROLS AND PROCEDURES

Our  President  and Chief  Financial  Officer (the  "Certifying  Officers")  are
responsible for establishing and maintaining  disclosure controls and procedures
for the Company.  The Certifying Officers have designed such disclosure controls
and  procedures  to ensure  that  material  information  is made  known to them,
particularly during the period in which this report was prepared. The Certifying
Officers have evaluated the effectiveness of the Company's  disclosure  controls
and  procedures  within 90 days of the date of this report and believe  that the
Company's disclosure controls and procedures are effective based on the required
evaluation.  There have been no significant  changes in internal  controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of their  evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.

                                       17
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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 case is currently  scheduled for a mediation
hearing and, if the case cannot be resolved  through  mediation by late June, it
will be scheduled for trial.  Management  intends to do  everything  possible to
settle the case out of court and has already  issued and delivered  stock toward
satisfaction  of the claim for the  overvalued  stock as per the  agreement  the
Company has with the  plaintiff.  The unpaid rent  liability has been accrued in
the financial statements.

On August 19, 2002,  a lawsuit  initiated by Simon G. Talbot and Corey K. Quinn,
former officers and directors of the Company, against the Company, Adam Anthony,
Robert McNeill and Kevin Quinn was settled out of court.  Under the terms of the
settlement  the lawsuit  will be  dismissed  by the  plaintiffs  in exchange for
$75,000 in cash or free  trading  stock owned by the  president  of the Company,
payment to be made at the request of the plaintiffs, but in no case will payment
be due prior to January 1, 2003.

On August 22, 2002, Woltjen Law Firm, PLLC sued the Company,  Adam Anthony, Doug
Mondo,  Steve Aquavia,  David Nelson and Robert McNeill.  The plaintiff  alleges
that it was  fraudulently  induced by the Company to provide  legal  services by
false  promises of payment and that the  Company is in breach of  contract.  The
Company has answered the complaint  denying the  allegations and is currently in
negotiations with the plaintiff to settle the matter.

On December 31,  2002,  a Chapter 7  Bankruptcy  petition was filed for PTS, TV,
Inc. (Prime Time Media Solutions) in the United States Bankruptcy Court, Central
District of  California,  Case  Number  ND02-13854-RR.  The  initial  Meeting of
Creditors is set for February 3rd, 2003.

On November 6, 2002, a Chapter 7 Bankruptcy  petition was filed for CastPro.com,
LLC in the United States Bankruptcy Court, Central District of California,  Case
Number ND02-13313-RR.

Prior  to its  bankruptcy  filing,  CastPro  had  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.  In January of 2003,  the IRS  notified  Thaon that the  Company  has been
assessed  $30,000 in connection with these unpaid taxes. No collection  activity
has yet taken place and the Company  intended to put in place a payment  plan to
address  the  liability  at  which  time  the IRS  makes  notice  of  collection
proceedings.  In addition,  prior to the bankruptcy filing, CastPro was notified
by the Employment  Development  Department of the State of California (EDD) that
unpaid employment taxes, penalties, and interest are owed. No legal proceedings,
liens, or attachments  have been made or  notification of any additional  action
has been  received by or assessed to Thaon in connection  with this matter.  The
full amount of the liability was recorded in the  financial  statements  for the
year 2001. CastPro made all employment tax deposits for all subsequent quarters.
To the best  knowledge  of  management,  there are no other  litigation  matters
pending or threatened against the Company or its subsidiaries.

                                       18
<PAGE>
ITEM 2.   CHANGES IN SECURITIES

As of March 31, 2003, the Company has received cash in the amount of $10,000 for
13,333 shares of Series F preferred  stock to be issued.  This  transaction  was
exempt from  registration  under Section 4(2) of the  Securities Act of 1933, as
amended, (the "Act") as a transaction not involving any public offering.

During the period ended March 31, 2003, the Company  converted  20,000 shares of
series F  convertible  prefer  stock to  200,000  shares of common  stock of the
Company.

During the period  ended March 31, 2003,  the Company  issued  common  stocks in
exchange of various services to following parties: During the period ended March
31, 2003,  the Company  issued  566,241  shares of common stock as promotional &
tradeshow  fees  amounting  $37,020.  The company issued 20,000 shares of common
stock for consulting services amounting $1,105. The Company issued 79,583 shares
of its common stock in against the building lease amounting $3,600.  The Company
issued 400,000 shares of common stock in exchange of video production  amounting
$22,095.  The Company issued 5,636,725 shares of common stock valued at $257,679
for the settlement of a note payable amounting  $140,918.  The difference of the
note and the value of stock issued, amounting $116,761 was recorded as a loss on
settlement  of debt in the period ended March 31,  2003.  These  issuances  were
exempt from registration under Section 4(2) of Act as transactions not involving
any public offering.

On  March  25,  2003,  the  Company  entered  into a  stock  purchase  agreement
("Purchase  Agreement") with Practice Xpert Services Corp. ("PXSC") a California
corporation,  and  Jonathan  Doctor,  Zima Hartz,  Monica  Dedovich  and Michael
Manahan  ("Selling  Group") to acquire 92% of the  outstanding  stock of PXSC in
exchange  for a  combination  of  common  and  Series C  preferred  stock of the
Company.  Completion of the  transaction  was contingent  upon the PXSC board of
directors  receiving and approving Thaon's audited financial  statements for the
year ended  December 31, 2002.  On April 11, 2003 the board of directors of PXSC
approved the Company's  audited  financial  statements and the Company completed
the acquisition.  The Selling Group received  153,411,925 shares of common stock
and 1,845,000  shares of Preferred  Series C stock,  constituting  72.75% of our
voting  securities.  These issuances were exempt from registration under Section
4(2) of Act as transactions not involving any public offering.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None.

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

None.
                                       19
<PAGE>

ITEM 5.   OTHER INFORMATION

On March 20,  2003,  the  Board of  Directors  adopted a Code of Ethics  for the
Company.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

                                        1
1.       The following Exhibits are filed herein:

         No.      Title

         10.1     Stock Purchase Agreement, dated March 13, 2003. Incorporated
                  by reference to the Company's Annual Report on Form 10-KSB,
                  filed on April 11, 2003 as SEC File No. 000-30583.
         10.2     Code of Ethics, adopted March 20, 2003
         31.1     Certification of Chief Executive Officer Pursuant to the
                  Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002
         31.2     Certification of Chief Financial Officer Pursuant to the
                  Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002
         32.      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

2.       Reports on Form 8-K filed:

         (a)      On January 10, 2003, the Company filed a Report on Form 8-K to
                  report a press release regarding a one for fifty reverse stock
                  split.

         (b)      On  February 5, 2003,  the Company  filed a Report on Form 8-K
                  to report the  approval of a dividend to all shareholders of
                  record as of February 14, 2003.


                                       20
<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.


DATED: May 20, 2003             By: /s/ Jonathan Doctor
                                ---------------------------------
                                Jonathan Doctor
                                Chief Executive Officer, Director
                                (Principal Executive Officer)


DATED: May 20, 2003             By:  /s/ Michael Manahan
                                ---------------------------------
                                 Michael Manahan
                                 Chief Financial Officer, Director
                                 (Principal Financial Officer and Principal
                                 Accounting Officer)


                                       21
<PAGE>


                                                                    Exhibit 10.2


                           THAON COMMUNICATIONS, INC.
                                 CODE OF ETHICS

                                    Preamble
                                    --------

This Code of Ethics was  designed by Thaon  Communications,  Inc. to govern they
way in which we work  every day.  This Code of Ethics  applies to each and every
one of our employees, officers, and directors.

                                   Definitions
                                   -----------

The "Commission" means the United States Securities and Exchange Commission.

The "Company" means Thaon Communications, Inc.

"We" means all of our employees, officers, and directors.

                                Basic Principles
                                ----------------

1.   We will conduct  ourselves  honestly and  ethically,  including the ethical
     handling of actual or apparent  conflicts of interest  between personal and
     professional  relationships.

2.   We  will  avoid  conflicts  of  interest,   including   disclosure  to  the
     appropriate  persons  of any  material  transaction  or  relationship  that
     reasonably could be expected to give rise to such a conflict.

3.   We will provide full, fair, accurate, timely, and understandable disclosure
     in reports and documents  that we file with the Commission and in all other
     public communications we make.

4.   We  will  comply  with  all  applicable   governmental   laws,   rules  and
     regulations.

5.   We  will  promptly  report  violations  of  this  Code  of  Ethics  to  the
     appropriate person within the Company as described specifically below.

6.   We accept  accountability  for  adherence to this Code of Ethics.

                              Specific Situations
                              -------------------

CONFLICTS OF INTEREST.  A "conflict  of  interest"  occurs when an  individual's
private interest interferes in any way - or even appears to interfere - with the
interests  of the  Company as a whole.  A conflict  situation  can arise when an
employee,  officer or director  takes actions or has interests  that may make it
difficult  to perform  his or her  Company  work  objectively  and  effectively.
Conflicts  of interest  also arise when an employee,  officer or director,  or a
member of his or her family,  receives improper personal benefits as a result of
his or her position in the Company.  Loans to, or guarantees of obligations  of,
such  persons  are of  special  concern.  Additionally,  you may not work for or
receive  payments  of any kind from any  competitor,  customer,  distributor  or
supplier of the Company without prior approval of Company management.

                                       22
<PAGE>

We will be alert and  sensitive  to any  interest  that might be  considered  to
conflict  with the best  interests of the Company.  If you or one of your family
members,  directly  or  indirectly,  has a financial  or personal  interest in a
contract  or  transaction  to  which  the  Company  is  a  party,   or  you  are
contemplating entering into a transaction that involves use of Company assets or
could compete with the Company,  you must disclose this situation as soon as you
become aware of it to your immediate  supervisor.  Please disclose your interest
and describe all material facts  concerning  the matter known to you,  including
the  estimated  time  frame  for  the  transaction  if  known.  If  appropriate,
supervisors will report any such situations to the President of the Company.  If
necessary,  the  President of the Company will report any such  situation to the
Board of Directors who will, in  conjunction  with the Company's  legal counsel,
make a determination  of whether or not the situation is a conflict of interest.
You should not take any  actions  until you are  advised  of the  decision.  The
Company will be sensitive to the time frames you disclose to us.

The Company promotes disclosure of any questionable situations. The Company will
not retaliate and will not permit any of its employees,  directors,  or officers
to retaliate against you for such disclosure.

CORPORATE  OPPORTUNITIES.  We are  prohibited  from  (a)  taking  for  ourselves
personally  opportunities  that  are  discovered  through  the  use  of  Company
property,  information or position; (b) using Company property,  information, or
position for personal gain; and (c) competing with the Company. We owe a duty to
the Company to advance its legitimate  interests  when the  opportunity to do so
arises.  If you believe that a contemplated  transaction  might be found to be a
corporate  opportunity,  you should make full  disclosure to your  supervisor or
manager and seek Company authorization to pursue the opportunity before pursuing
the opportunity.

CONFIDENTIALITY.  We must maintain the confidentiality of information  entrusted
to us by the Company or its customers,  except when  disclosure is authorized or
legally mandated.  Confidential  information includes all non-public information
that might be of use to competitors, or harmful to the Company or its customers,
if disclosed.

FAIR  DEALING.  We will  endeavor to deal fairly with the  Company's  customers,
suppliers,  competitors  and  employees.  We will not take unfair  advantage  of
anyone  through  manipulation,  concealment,  abuse of  privileged  information,
misrepresentation of material facts, or use any other unfair-dealing practice.

PROTECTION  AND PROPER USE OF COMPANY  ASSETS.  We will  protect  the  Company's
assets and ensure their  efficient  use.  Theft,  carelessness  and waste have a
direct impact on the Company's  profitability.  All Company  assets must be used
for legitimate  business  purposes.

COMPLIANCE WITH LAWS,  RULES AND REGULATIONS  (INCLUDING  INSIDER TRADING LAWS).
The Company  promotes  compliance with laws,  rules and  regulations,  including
insider  trading laws.  Insider trading is trading or tipping others to trade in
securities of our Company or any other Company based on information which is not
available to the public.  Insider trading is both unethical and illegal and will
be dealt with  firmly.  We are required to comply with all  applicable  laws and
regulations  wherever we do business.  Perceived  pressures from  supervisors or
demands due to business conditions are not excuses for violating the law. If you
have any questions or concerns about the legality of an action, you should bring
such  questions or concerns to your  supervisor.  If you feel you cannot discuss
your  concerns with your  supervisor,  please bring them to the President of the
Company.

                                       23
<PAGE>

ACCURACY  OF COMPANY  RECORDS  AND  REPORTS.  The  Company  requires  honest and
accurate  recording  and  reporting of  information.  This includes such data as
quality,  safety, and personnel  records,  as well as all business and financial
records and reports filed with the Commission.  All financial books, records and
accounts must accurately  reflect  transactions and events,  and conform both to
required accounting principles and to the Company's system of internal controls.
No false or  artificial  entries may be made.

ENCOURAGING  THE  REPORTING  OF ANY ILLEGAL OR UNETHICAL  BEHAVIOR.  The Company
promotes ethical  behavior.  The Company  encourages you to talk to supervisors,
managers or other  appropriate  personnel when in doubt about the best course of
action in a particular situation.  Additionally, you should report violations of
laws,  rules,  regulations  or the  code  of  business  conduct  to  appropriate
personnel.  The Company  will not allow  retaliation  for  reports  made in good
faith.

                                   Conclusion
                                   ----------

No Code of Conduct or Code of Ethics can cover every  situation that might arise
in a company. This Code is designed to let you know our basic guiding principles
and  provide  explanation  on how to  handle  various  situations.  If you  have
questions on any situation,  whether or not described in this  document,  please
ask. The first place to turn is your immediate supervisor or manager. If you are
uncomfortable  discussing a situation with your immediate supervisor or manager,
you may go to anyone in management whom you feel comfortable with, including the
President  of the Company.  We cannot  stress our final point  enough:  "When in
doubt, ask."

Adopted by the Board of Directors on March 20, 2003.

                                       24
<PAGE>

                                                                    Exhibit 31.1

                           CERTIFICATION OF PRESIDENT
                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                             RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report of Thaon  Communications,  Inc. (the
"Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the
Securities  and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,
Jonathan Doctor, President of the Company, certify, pursuant to Rules 13a-14 and
15-d14 of the Securities  Exchange Act of 1934, as adopted pursuant to ss.302 of
the Sarbanes-Oxley Act of 2002, that:

1.       I have reviewed the Report;

2.       Based  upon my  knowledge,  the  Report  does not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the  statements  made,  in light of the  circumstances
         under which such statements were made, not misleading;

3.       Based upon my knowledge, the financial statements,  and other financial
         information  included in the  Report,  fairly  present in all  material
         respects  the  financial  condition  and results of  operations  of the
         Company, as of, and for, the periods presented in the Report;

4.       I and the other certifying officers of the Company:

     o    are responsible for establishing and maintaining  disclosure  controls
          and procedures for the Company;
     o    have designed such  disclosure  controls and procedures to ensure that
          material  information  is made  known to us,  particularly  during the
          period in which the Report is being prepared;
     o    have evaluated the effectiveness of the Company's  disclosure controls
          and procedures within 90 days of the date of the Report; and
     o    have presented in the Report our conclusions  about the  effectiveness
          of the  disclosure  controls  and  procedures  based  on the  required
          evaluation.

5.       I and the other  certifying  officers  have  disclosed to the Company's
         auditors  and to the  audit  committee  of the board of  directors  (or
         persons fulfilling the equivalent function):

     o    all  significant  deficiencies  in the design or operation of internal
          controls (a pre-existing term relating to internal controls  regarding
          financial  reporting)  which  could  adversely  affect  the  Company's
          ability to record,  process,  summarize and report  financial data and
          have identified for the Company's auditors any material  weaknesses in
          internal controls; and
     o    any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls.

                                       25
<PAGE>

6.       I and the  other  certifying  officers  have  indicated  in the  Report
         whether or not there were significant  changes in internal  controls or
         in other  factors that could  significantly  affect  internal  controls
         subsequent to the date of their  evaluation,  including any  corrective
         actions   with  regard  to   significant   deficiencies   and  material
         weaknesses.

/s/ Jonathan Doctor
-------------------------------
Jonathan Doctor,
Chief Executive Officer
May 20, 2003


                                       26
<PAGE>

                                                                    Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                             RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report of Thaon  Communications,  Inc. (the
"Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
Manahan,  Chief  Financial  Officer of the Company,  certify,  pursuant to Rules
13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to
ss.302 of the Sarbanes-Oxley Act of 2002, that:

1.       I have reviewed the Report;

2.       Based  upon my  knowledge,  the  Report  does not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the  statements  made,  in light of the  circumstances
         under which such statements were made, not misleading;

3.       Based upon my knowledge, the financial statements,  and other financial
         information  included in the  Report,  fairly  present in all  material
         respects  the  financial  condition  and results of  operations  of the
         Company, as of, and for, the periods presented in the Report;

4.       I and the other certifying officers of the Company:

     o    are responsible for establishing and maintaining  disclosure  controls
          and procedures for the Company;
     o    have designed such  disclosure  controls and procedures to ensure that
          material  information  is made  known to us,  particularly  during the
          period in which the Report is being prepared;
     o    have evaluated the effectiveness of the Company's  disclosure controls
          and procedures within 90 days of the date of the Report; and
     o    have presented in the Report our conclusions  about the  effectiveness
          of the  disclosure  controls  and  procedures  based  on the  required
          evaluation.

5.       I and the other  certifying  officers  have  disclosed to the Company's
         auditors  and to the  audit  committee  of the board of  directors  (or
         persons fulfilling the equivalent function):

     o    all  significant  deficiencies  in the design or operation of internal
          controls (a pre-existing term relating to internal controls  regarding
          financial  reporting)  which  could  adversely  affect  the  Company's
          ability to record,  process,  summarize and report  financial data and
          have identified for the Company's auditors any material  weaknesses in
          internal controls; and
     o    any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls.
                                       27
<PAGE>

6.       I and the  other  certifying  officers  have  indicated  in the  Report
         whether or not there were significant  changes in internal  controls or
         in other  factors that could  significantly  affect  internal  controls
         subsequent to the date of their  evaluation,  including any  corrective
         actions   with  regard  to   significant   deficiencies   and  material
         weaknesses.

/s/ Michael Manahan
------------------------
Michael Manahan
Chief Financial Officer
May 20, 2003


                                       28
<PAGE>

                                                                      Exhibit 32


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Thaon  Communications,  Inc.
(the  "Company")  on Form 10-QSB for the period  ending  March 31, 2003 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
we,  Jonathan  Doctor,  President of the  Company,  and Michael  Manahan,  Chief
Financial Officer of the Company,  respectively  certify,  pursuant to 18 U.S.C.
ss.1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
   the Securities Exchange Act of 1934; and


2. The  information  contained in the Report  fairly  presents,  in all material
   respects, the financial condition and result of operations of the Company.

/s/ Jonathan Doctor                               /s/ Michael Manahan
------------------------------                    ------------------------------
Jonathan Doctor,                                  Michael Manahan,
Chief Executive Officer                           Chief Financial Officer
May 20, 2003                                      May 20, 2003

                                       29