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

                                   FORM 10-KSB

[X]   Annual report under Section 13 or 15(d) of the Securities  Exchange Act of
      1934 for the fiscal year ended December 31, 2002.

                     Commission file number:


                           Thaon Communications, Inc.
                           --------------------------
                 (Name of Small Business Issuer in Its Charter)

         Nevada                                             87-0622329
         ------                                             ----------
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

                 130 S. Halcyon, Ste C4 Arroyo Grande, CA 93420
                 ----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:

    Title of Each Class               Name of each Exchange on Which Registered
    -------------------               -----------------------------------------
Common Stock ($0.001 Par Value)                         OTC BB

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

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

        The issuer's total consolidated revenues for the year ended December 31,
2002,  were  $1,615,486,   net  of  revenues  from  discontinued   operation  of
subsidiaries.

        The aggregate market value of the registrant's  common stock, $0.001 par
value held by non-affiliates  was approximately  $479,158,  based on the closing
price for the common stock on March 17, 2003.  On March 17, 2003,  the number of
shares outstanding of the registrant's  common stock, $0.001 par value (the only
class of voting stock), was 9,583,173.


<PAGE>


                                TABLE OF CONTENTS


PART I......................................................................1
   ITEM 1.  DESCRIPTION OF BUSINESS.........................................1
   ITEM 2.  DESCRIPTION OF PROPERTY.........................................2
   ITEM 3.  LEGAL PROCEEDINGS...............................................2
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............3

PART II.....................................................................4
   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........4
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......5
   ITEM 7.  FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS..........8
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE.......................................31

PART III...................................................................31
   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT..............31
   ITEM 10. EXECUTIVE COMPENSATION.........................................32
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS.....................33
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................36
   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K...............................36

INDEX TO EXHIBITS..........................................................40


<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

     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.

     On December 29, 2000, the Company acquired all of the outstanding  stock of
Prime  Time  Media  Solutions  ("Prime  Time") in  exchange  for  Three  Million
(3,000,000)  shares of its Series A Preferred  Stock.  On December  31,  2002, a
Chapter 7  Bankruptcy  petition  was filed for Prime Time in the  United  States
Bankruptcy  Court,  Central  District  of  California.  The  initial  Meeting of
Creditors  occurred on  February  3rd,  2003.  Prime Time  specialized  in media
planning and placement  providing  advertisers with targeted and  cost-effective
exposure for their media  campaigns.  Prime Time maintained  relationships  with
every  major  television  station in the  country  and  possessed  an  extensive
database of information  relating to the performance history of each. On July 2,
2002,  key  executives  of Prime Time  departed  the company and took steps that
resulted in Prime Time  simultaneously  losing in excess of 85% of its business.
Prime Time filed suit against its former  executives which resulted in an out of
court settlement, but remaining management was unable to rebuild the business to
a level that could effectively service the outstanding current liabilities.

     On April 10, 2001, the Company acquired Legal Broadcast  Company ("LBC") in
exchange for One Million  (1,000,000) shares of the Company's Series B Preferred
Stock.  LBC  provides  law firms,  corporations  and  insurance  companies  with
quality,  consistency,  and reliability in the creation,  review,  storage,  and
presentation  of video,  particularly  the  documentation  and  storage of legal
depositions.  On October 1, 2002,  all of the  Directors  and a majority  of the
shareholders of the Company  approved the sale of 85% of the outstanding  shares
of LBC in exchange for 900,000 shares of the Company's Series B Preferred Stock.
On February 5, 2003, the Company announced that it would award the remaining 15%
of the  shares  it holds in LBC to the  Company's  shareholders  of record as of
February 14, 2003. The shares await distribution pending the effectiveness of an
SEC registration statement filing by LBC.

     On May 8, 2001 the Company  acquired EMG Visual  Graphics,  Inc. ("EMG") in
exchange for Three Hundred Thousand (300,000) restricted shares of the Company's
common  stock.  EMG d/b/a  Eclipse  Marketing  Group is a full service sales and
marketing  consulting  firm  specializing  in all  aspects of the  branding  and
promotional  products  business.  The  Company  sold EMG on October 1, 2001 as a
result of  management's  determination  that EMG did not fit into the  Company's
overall business strategy.

     On May 22, 2001, the Company acquired Prime Time Distribution, Inc. ("PTD")
in  exchange  for Five  Hundred  Thousand  (500,000)  restricted  shares  of the
Company's  common stock.  PTD is a direct  marketing  company.  On September 30,
2002, the lease expired on the warehouse space where PTD performed  shipping and
handling services and the Company is currently  contemplating  whether to reopen
another warehouse based on the viability of a number of fulfillment proposals it
has submitted. PTD chose not to renew the lease for warehouse space based on the
absence of adequate fulfillment business to justify the continued support of the
overhead required to operate the center and based on other developments relating
to the future core focus of the Company.

     On June 27,  2002,  the Company  acquired  100% of the stock of The Clover,
Inc. a Nevada corporation in exchange for $1,900 in cash. The Clover specializes
in  media  planning  and  placement  providing  advertisers  with  targeted  and
cost-effective  exposure for their media campaigns with a primary focus on media
planning and placement for infomercial advertisers.

     On  September  30, 2002 the Company  entered into a  Conditional  Letter Of
Intent to acquire (a) all of the outstanding stock or (b) all assets of Practice
Xpert Services,  Inc., a medical billing and practice management company.  Under
the agreement, the Company must resolve outstanding legal, creditor and tax


                                        1
<PAGE>

matters in order to consummate the transaction.  On March, 19, 2003, the Company
entered into a definitive stock purchase agreement whereby it shall purchase 92%
of the  total  outstanding  stock of PX in  exchange  for a  combination  of the
Company's common and Series C preferred stock. The closing of the transaction is
conditional upon PX reviewing and approving the audited financial  statements of
the Company.  Under the terms of the  agreement,  upon closing,  management  and
control of the Company shall be transferred to the existing management of PX.

     The Company's  current  operations  are conducted  through its wholly owned
subsidiaries, The Clover, Inc. ("Clover") and Prime Time Distribution ("PTD").

CLOVER

     The Clover  specializes in media planning and placement services for direct
response  television  ("DRTV")  advertising.  DRTV  advertising  refers  to  any
advertising  campaign that aims to elicit a specific,  measurable  response from
the audience. The response can be a phone call, an email, a check in the mail or
a credit card order,  among other things, but it is always a direct contact with
a potential  customer.  The Clover's direct response  advertising  services have
mainly been associated with the program length "infomercials" widely distributed
on TV but also include the  planning and  placement of short form media (30, 60,
90 and 120 second advertisements).

     Clover  currently  services  six  different   infomercial  clients  and  is
regularly testing new infomercials on behalf of a variety of different clients.

PTD

     PTD is a direct response marketing and distribution  company.  On September
30, 2002, the lease expired on the warehouse space where PTD performed  shipping
and  handling  services and the Company is  currently  contemplating  whether to
reopen  another  warehouse  based on the  viability  of a number of  fulfillment
proposals it has submitted. PTD chose not to renew the lease for warehouse space
based on the absence of adequate  fulfillment  business to justify the continued
support  of the  overhead  required  to  operate  the  center and based on other
developments relating to the future core focus of the Company.

LBC

     The Company  currently holds 15% of the total  outstanding  shares of Legal
Broadcast Company and has announced that these shares will be distributed to all
shareholders  of record as of  February  14,  2003 on a pro rata  basis  pending
effectiveness of a registration statement to be filed with the SEC.

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

     As of March 17,  2003,  the  Company had a total of one  employee  employed
full-time.

ITEM 2.  DESCRIPTION OF PROPERTY

     The  Company  has a six-month  lease for  approximately  168 square feet of
office space located in Arroyo  Grande,  California at a monthly rental of $250.
The lease will expire on June 30, 2003.

ITEM 3.  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.

                                        2
<PAGE>

     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.

     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. The initial Meeting of Creditors occurred
on December 9, 2002.

     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. 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 as of December 31, 2002.  The full amount of the  liability was
recorded in the financial  statements  for the year 2001. 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.  Initial  contact was been made regarding the
debt,  but  no  formal  action  toward  compromise  had  been  taken.  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

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

     On October 1, 2002,  a  majority  of our  shareholders  executed a majority
written  consent  in lieu of annual  meeting  to avoid the  expense of holding a
formal annual meeting.

     On October  1, 2002,  134,021,559  shares of Common  Stock were  issued and
outstanding.  Additionally,  on  October  1, 2002,  the  Company  had issued and
outstanding  500,000  shares of Series A Preferred,  140,727  shares of Series B
Preferred Stock,  3,000,000 shares of Series D Preferred Stock, 50,000 shares of
Series E Preferred Stock and 70,000 shares of Series F Preferred Stock.  Holders
of the Series A, and Series E Preferred Stock have the same voting rights as the
holders of the Common Stock.  Each share of Series B Preferred Stock is entitled
to vote ten (10) shares of Common Stock, thus allowing the holders of the Series
B  Preferred  Stock to vote on  October 1, 2002 a total of  1,137,270  shares of
Common Stock on matters submitted to the Company's  shareholders.  Each share of
Series D Preferred Stock is entitled to vote  twenty-five  (25) shares of Common
Stock,  thus  allowing  the holders of the Series D  Preferred  Stock to vote on
October  1,  2002 a total of  75,000,000  shares  of  Common  Stock  on  matters
submitted to the Company's  shareholders.  Accordingly,  a total of  210,791,829
shares of the Company's capital stock were entitled to vote on these matters.

     Holders of 51.5% of the  outstanding  capital  stock  entitled to vote,  or
108,744,093  shares,  voted in  favor of the  following  proposals  via  written
consent. No shares were voted against any proposal, no shares were withheld from
voting on any proposals,  and no broker non-votes were received regarding any of
the  following  proposals.  Accordingly,  all of the  following  proposals  were
approved and adopted.

                                        3

<PAGE>

PROPOSAL NO. 1:   Approval of the minutes of the prior meetings and written
                  consents of Directors.*

PROPOSAL NO. 2:   Election of Adam Anthony as President and CEO and election of
                  Jeanene Morgan as CFO, Secretary and Treasurer.*

PROPOSAL NO. 3:   Approval of a one for fifty reverse stock split.*

PROPOSAL NO. 4:   Approval for the  Corporation  to sell 85% of the stock in
                  Legal  Broadcast  Company in exchange for the return of
                  900,000 shares of the Corporation's Series D Preferred Stock.*

PROPOSAL NO. 5:   Ratification of the appointment of Kabani & Company, Inc. as
                  independent public accountants for the Company for the year
                  ending December 31, 2002.*

* Discussed fully in the Company's Definitive Information Statement 14c filed on
December 23, 2002 incorporated herein by reference.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common stock is traded in the over-the-counter bulletin board
stock market under the symbol "THON".

     The high and low closing  bid and ask prices for the fiscal  years 2001 and
2002, and for the period ending March 17, 2003 are as follow:

     Year     Quarter                 High              Low

     2001     First                   $2.88             $2.00
              Second                  $2.75             $0.42
              Third                   $1.39             $0.06
              Fourth                  $0.20             $0.04

     2002     First                   $0.055            $0.019
              Second                  $0.023            $0.003
              Third                   $0.009            $0.0024
              Fourth                  $0.0038           $0.0016

     Year     Quarter                 High              Low
     2003     First                   $0.12*            $0.02*


* On January 10, 2003,  the Company  effectuated a 1 for 50 reverse stock split.
These prices reflect post-split values.

     As of March 17, 2003, there were  approximately  9,583,173 shares of common
stock issued and outstanding held by approximately 1,880 shareholders of record.

Dividends on the Common Stock

     The Company  has not  declared a cash  dividend on its Common  Stock in the
last two fiscal years and the Company does not  anticipate the payment of future
dividends.  The Company may not pay  dividends on its Common Stock without first
paying dividends on its Preferred Stock.  There are no other  restrictions  that
currently limit the Company's ability to pay dividends on its Common Stock other
than those generally imposed by applicable state law.

Recent Sales of Unregistered Securities

     During 2002, the Company sold 125,145 shares its Common Stock to accredited
investors at an average  price of $.61 per share for a total  offering  price of
$76,440.  The  Offering  was  made  pursuant  to  exemptions  from  registration
including,  but not  limited  to,  Rule  506 of  Regulation  D and  Rule  903 of
Regulation S under the Securities Act of 1933. Additionally,  the Company issued
288,000 shares of its Common Stock for consulting services.*

     * On January 10, 2003,  the Company  effectuated  a 1 for 50 reverse  stock
split. These prices and share quantities reflect post-split values.


                                        4
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Forward-looking Information
---------------------------

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

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

General
-------

     Thaon  Communications,  Inc., a Nevada  corporation  (the  "Company"),  was
incorporated  under the name Engineering  Services,  Inc., on July 13, 1984. The
Company  changed its name to Deep Earth,  Inc. in November of 1998.  The Company
was  originally  engaged in  seeking  and  developing  mining  properties  which
operations  it  abandoned in 1991  becoming a dormant  shell  without  assets or
liabilities.  On November 29, 1999, the Company changed its name to CastPro.com,
Inc. On December 31, 1999, the Company  entered into a stock for stock exchange,
whereby it acquired all of the stock of CastPro.com,  LLC, a California  limited
liability  company  ("CastPro.com").  In November 2000, the Company  changed its
name to Thaon  Communications,  Inc. 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 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.  On June 27, 2002, the Company  acquired 100% of the stock
of The Clover, Inc. a Nevada corporation in exchange for $1,495 in cash.

     The  Company  began 2002  operating  as a  multidimensional  media  company
operating on a mission to exploit  opportunities  resulting from the convergence
of  online  companies,   offline  brick-and-mortar   companies,   telecoms,  and
traditional  media markets.  The Company earned revenues through client services
fees and was  working  to expand  its  activities  in the area of the  creation,
development  and   distribution   of  proprietary   and  traditional   forms  of
entertainment and educational  content. The Company's corporate family was based
on a business model that joins brick and mortar  companies with the  development
of advanced technologies that can be practically applied in the marketplace. The
Company's  operations at the outset of 2002  consisted of  operations  conducted
through its wholly owned subsidiaries, CastPro, Prime Time, LBC, and PTD.

     In May of 2002,  began  taking  steps  to  divest  from all  non-profitable
subsidiaries.  All studio and  webcasting  operations in Los Angeles were closed
down and the Company  consolidated  its offices to San Luis Obispo,  California.
The board of directors  authorized  management  to retain an attorney to prepare
Chapter  7  Bankruptcy  filings  for  Castpro.com,  LLC  and  Prime  Time  Media
Solutions.  Prime  Time had  failed  to  replace  revenues  lost as a result  of
executives  leaving  in July of 2001  and  Castpro.com  was  unable  to  achieve
profitability through the provision of webcasting services.

                                        5
<PAGE>


     October 7th, 2002, the Company entered into a conditional  letter of intent
with Practice Xpert Services, Inc. (PX) under which, Practice Xpert agreed to be
acquired by Thaon under the condition that Thaon was able to resolve a number of
outstanding creditor,  legal and capital structure issues to the satisfaction of
the PX board.  On March 19, 2003,  the Company  entered into a definitive  Stock
Purchase Agreement with PX under which, the Company shall exchange a combination
of common stock and Series C Preferred stock for 92% of the  outstanding  common
stock of PX. In  addition,  upon  closing,  current  management  shall  transfer
contral and  management of the Company to the current  management of PX. Closing
is contingent  upon PX reviewing and approving the Company's  audited  financial
statements.  Practice  Xpert  Services  Corp.  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   patent-pending,   hand-held   patient  encounter  system,
PracticeXpert(TM),  and includes  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.  PracticeXpert currently provides services to physicians in
a number of states, including Alaska, California,  Idaho, Washington and Nevada.
It employs  approximately  50 people and has grown revenues from zero in 2001 to
its current annualized run rate of $3.5 million.

     The Company's  current  operations  are conducted  through its wholly owned
subsidiaries, The Clover, Inc. ("Clover") and Prime Time Distribution ("PTD").

RESULTS OF OPERATIONS

     The following sections discuss the results of operations.  See notes to the
Consolidated Financial Statements and Independent Auditors Report for additional
information.

YEAR 2002 VERSUS YEAR 2001.

     Consolidated   net  sales  for  the  year  ended  December  31,  2002  were
$1,615,486,  net of revenues from discontinued  operation of subsidiaries versus
$17,174,720 in the year ended December 31, 2001. The  consolidated net loss from
continuing  operations  for  2002  was  $1,159,853  compared  to a net  loss  of
$17,489,316  in 2001.  The net losses can be  attributable  to decreased  sales,
increased overhead costs and start up expenses associated with the developmental
stage  period of the  Company's  history.  In addition,  loss from  discontinued
operations  was  $701,483.  Dividends  for  preferred  stock  accrued but unpaid
through December 31, 2002 were $386,560,  payable in restricted  common stock of
the Company.

                                        6
<PAGE>


     Castpro had net sales of $5,665for the fiscal year 2002 versus  $29,648 for
2001.  Net loss of $299,502 for 2002 is  attributable  to lack of sales  volume,
costs  associated  with the  infrastructure  required to provide  streaming  and
Internet services, and administrative costs.

     Net sales for LBC were  $671,433  for the fiscal  year 2002 as  compared to
$453,311 from the date of  acquisition  through the end of 2001.  Net Income for
LBC was  $194,923  for the fiscal year 2002 as compared to a net loss of $69,094
for the period from the date of acquisition to the end of 2001.

     Net sales for PTD were $326,696 for the fiscal year 2002 versus $1,587,736,
on a  pro-forma  basis,  for 2001.  PTD  recorded a net loss of $31,041 for 2002
versus a net loss of $587,029 in 2001.

     Net sales for the combined  companies for the year ended  December 31, 2002
were $1,615,486 net of revenues from discontinued  operations as compared to net
sales for 2001, on a pro-forma basis, of $17,174,720.  Net loss for the combined
companies  for the year ended 2002 were was  $1,181,514  versus a net loss, on a
proforma  basis,  for 2001 was  $18,388,092  including  a write off of  goodwill
amounting $10,740,000.

     Basic & Diluted  net loss per after  reverse  split share for 2002 was $.90
per share versus $14.23 per after reverse split share in 2001.

LIQUIDITY AND CAPITAL RESOURCES

     As of  December  31,  2002,  the  Company  had  $58,913  in cash  and  cash
equivalents, a decrease of $20,400 from the balance at December 31, 2001. During
2002, the Company  experienced  negative cash flow from operating  activities of
$177,747.  The negative cash flow from  operations was offset by sales of common
stock  of  $76,440  and the  sale  of  preferred  stock  of  $237,491.  Accounts
receivable  at  December  31,  2002  was  $306,860  versus  $_112,750   accounts
receivable  at December 31, 2001.  Property  and  Equipment of $144,845  (net of
accumulated  depreciation  and  amortization  of  $136,070) at December 31, 2002
compares  to $461,853  (net of  accumulated  depreciation  and  amortization  of
$369,444)  at December 31, 2001 and  consists of computer  equipment  and office
equipment. Loss on disposal of assets for $ 11,321 was recognized, primarily due
to sale of streaming media and computer equipment.

     The Company has $430,952 in Accounts Payable and accrued  liabilities as of
December 31, 2002.  This represents  amounts due to short term creditors.  Short
term loans are payable in the amount of $335,066 and capital leases,  both short
and long term obligations,  exist in the amount of $78,931. The leases are for a
vehicle,  production  equipment and office  equipment and have various terms and
interest rates.

                                        7

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS



                THAON COMMUNICATIONS, INC
                CONSOLIDATED BALANCE SHEET
                    December 31, 2002

<TABLE>
<S>                                                                         <C>


                          ASSETS
CURRENT ASSETS:
         Cash & cash equivalents                                              $     58,913
         Accounts receivable                                                       306,860
         Prepaid  expenses                                                          35,785
         Note receivable - related parties                                         295,439
                                                                              ------------
                       Total current assets                                        696,997

PROPERTY AND EQUIPMENT, net                                                        144,845

ASSETS FROM DISCONTINUED OPERATION                                                 111,317

                                                                              ------------
                                                                              $    953,159
                                                                              ============

                            LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
         Accounts payable                                                     $    330,938
         Accrued expenses                                                          100,014
         Deferred media revenue                                                    201,426
         Note payable-current                                                      274,850
         Notes payable - employees                                                  60,216
         Advances                                                                  422,781
         Dividends payable                                                         386,560
         Liabilities from discontinued operations                                3,926,566
                                                                              ------------
                       Total current liabilities                                 5,703,351

Note Payable - Long term                                                            97,307

CONTINGENCIES

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 6% 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 6% preferred stock, $.001 par value;
              authorized shares 2,000,000, issued and outstanding 50,000                50
           Series F convertible 6% preferred stock, $.001 par value;
              authorized shares 2,000,000, issued and outstanding 70,000                70
         Common stock, $.001 par value; authorized shares 200,000,000;
          issued 2,724,232 and outstanding 2,675,232                               136,211
         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                                             13,691,845
         Accumulated deficit                                                   (22,403,372)
                                                                              ------------
                       Total stockholders' deficit                              (4,847,499)

                                                                              ------------
                                                                              $    953,159
                                                                              ============
</TABLE>
                                        8
<PAGE>



                           THAON COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED 2002 AND 2001

<TABLE>
<S>                                                             <C>             <C>


                                                                       2002           2001
                                                                   -----------    ------------

Net revenue                                                        $ 1,615,486    $ 17,174,720

Cost of revenues                                                     1,225,732      15,871,377
                                                                   -----------    ------------

Gross profit                                                           389,754       1,303,343

Operating expenses                                                   1,737,437       7,157,726
                                                                   -----------    ------------

Loss from operations                                                (1,347,683)     (5,854,383)

Non-operating income (expense):
           Impairment of goodwill                                           --     (10,739,790)
           Impairment of assets                                        (25,092)             --
           Interest expense                                            (26,687)        (34,317)
           Bad debts expense                                                --        (752,688)
           Loss on sale of asset                                       (11,321)       (105,432)
           Other income                                                 12,518           1,409
           Gain on investment                                          241,723              --
                                                                   -----------    ------------
           Total non-operating income (expense)                        191,141     (11,630,818)
                                                                   -----------    ------------

Loss from continuing operations before income taxes
   and extraordinary item                                           (1,156,542)    (17,485,201)

Income taxes                                                             3,311           4,115
                                                                   -----------    ------------

Net loss from continuing operations before
   extraordinary item                                               (1,159,853)    (17,489,316)

Discontinued operations:
  Loss from operations of discontinued subsidiary
 (Less applicable income tax of $1,600)                               (701,483)        (27,740)
  Loss on disposal of subsidiary                                            --        (871,036)
                                                                   -----------    ------------
                                                                      (701,483)
(898,776)

Net loss before extraordinary item                                  (1,861,336)    (18,388,092)

Extraordinary item -gain on settlement of debts                        197,652              --
                                                                   -----------    ------------

Net loss                                                            (1,663,684)    (18,388,092)

Dividend requirement for preferred stock                              (310,760)       (275,800)
                                                                   -----------    ------------

Net loss applicable to common shareholders                         $(1,974,444)   $(18,663,892)
                                                                   ===========    ============

Basic & diluted weighted average number of
    common stock outstanding                                         2,190,845       1,311,964
                                                                   ===========    ============

Basic & diluted loss per share from continuing operations          $     (0.53)   $     (13.33)
                                                                   ===========    ============

Basic & diluted loss per share from discontinued operations        $     (0.32)   $      (0.69)
                                                                   ===========    ============

Basic & diluted loss per share for extraordinary item              $      0.09    $       0.00
                                                                   ===========    ============

Basic & diluted loss per share for dividents for preferred stock   $     (0.14)   $      (0.21)
                                                                   ===========    ============

                                                                   -----------    ------------
Basic & diluted net loss per share                                 $     (0.90)   $     (14.23)
                                                                   ===========    ============


</TABLE>
                                        9

<PAGE>



THAON COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<S>                                                        <C>            <C>             <C>           <C>         <C>


                                                                   Preferred stock                 Common Stock
                                                             -----------------------------------------------------------------------
                                                              Number of                     Number of                Additional
                                                               shares         Amount         shares         Amount   paid in capital
                                                             -----------   ------------    ----------     ---------  ---------------

Balance, December 31, 2000                                     2,000,000   $  2,000,000     1,185,820     $  59,294    $  4,008,706

Issuance of common stock for cash                                     --             --       116,047         5,799       1,336,292

Issuance of common stock for  services                                --             --       226,199        11,310       2,046,204

Issuance of common stock for compensation                             --             --        22,459         1,123         164,590

Acquisition of subsidiary (LBC)                                1,000,000      1,000,000        14,840           742       3,319,418

Acquisition of subsidiary (EMG)                                       --             --         9,000           450         971,550

Acquisition of subsidiary (PTD)                                       --             --        10,000           500         804,500

Conversion of preferred stock to common stock                   (690,000)      (690,000)      120,000         6,000         684,000

Issuance of Preferred stock for settlement of debt               500,000        500,000            --            --              --

Beneficial conversion feature on preferred stock                      --             --            --            --         108,000

Investor's 17,913 shares of common stock
  to be cancelled                                                     --             --            --            --              --

Cash received for 12,400 shares of common stock
  to be issued                                                        --             --            --            --              --

Acquisition of  treasury stock,  40,000 shares
   of common stock in exchange of assets                              --             --            --            --              --

Acquisition of  treasury stock,  9,000 shares
  of common stock, for disposal of a subsidiary                       --             --            --            --              --

Net Loss for the year ended December 31, 2001                         --             --            --            --              --
                                                              ----------   ------------    ----------     ---------    ------------
Balance, December 31, 2001                                     2,810,000      2,810,000     1,704,364        85,218      13,443,260

Issuance of common stock for cash                                     --             --       125,145         6,257          32,433

Issuance of common stock for  services                                --             --       752,006        37,600         607,871

Issuance of common stock for compensation                             --             --        86,620         4,331          78,911

Issuance of common stock for note payment                             --             --       124,885         6,244          59,838

Issuance of common stock for investment                               --             --        51,212         2,561          19,316

Issuance of preferred stock for cash                             316,655        196,775            --            --          40,716

Issuance of preferred stock for service                          138,904        138,904            --            --          (1,000)

Issuance of preferred stock for compenssation                    167,138        167,138            --            --           2,500

Conversion of common stock to preferred stock                    690,000        690,000      (120,000)       (6,000)       (684,000)

Cash received for 13,333 shares of preferred
  stock to be isssued                                                 --             --            --            --              --

Beneficial conversion feature on preferred stock                      --             --            --            --          92,000

Net Loss for the year ended December 31, 2002                         --             --            --            --              --

                                                             -----------   ------------    ----------     ---------  ---------------
Balance, December 31, 2002                                     4,122,697   $  4,002,817     2,724,232     $ 136,211    $ 13,691,845
                                                             ===========   ============    ==========     =========  ===============

                                       10
<PAGE>

THAON COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                                                                       Total
                                                         Stock to be   Stock to be      Treasury     Accumulated   stockholders'
                                                           issued       cancelled        stock         deficit     equity (deficit)
                                                         -----------   ------------    ----------    ------------  ----------------
Balance, December 31, 2000                               $     --      $    --         $    --       $(1,759,284)  $     4,308,716

Issuance of common stock for cash                              --           --              --              --           1,342,091

Issuance of common stock for  services                         --           --              --              --           2,057,514

Issuance of common stock for compensation                      --           --              --              --             165,713

Acquisition of subsidiary (LBC)                                --           --              --              --           4,320,160

Acquisition of subsidiary (EMG)                                --           --              --              --             972,000

Acquisition of subsidiary (PTD)                                --           --              --              --             805,000

Conversion of preferred stock to common stock                  --           --              --              --                 --

Issuance of Preferred stock for settlement of debt             --           --              --              --             500,000

Beneficial conversion feature on preferred stock               --           --              --              --             108,000

Investor's 17,913 shares of common stock
  to be cancelled                                              --          (72,140)         --              --             (72,140)

Cash received for 12,400 shares of common stock
  to be issued                                               34,390         --              --              --              34,390

Acquisition of  treasury stock,  40,000 shares
   of common stock in exchange of assets                       --           --          (240,000)           --            (240,000)

Acquisition of  treasury stock,  9,000 shares
  of common stock, for disposal of a subsidiary                --           --           (45,000)           --             (45,000)

Net Loss for the year ended December 31, 2001                  --           --              --       (18,669,644)      (18,669,644)
                                                         -----------   ------------    ----------    ------------  ----------------
Balance, December 31, 2001                                   34,390        (72,140)     (285,000)    (20,428,928)       (4,413,200)

Issuance of common stock for cash                           (34,390)        72,140          --              --              76,440

Issuance of common stock for  services                         --           --              --              --             645,471

Issuance of common stock for compensation                      --           --              --              --              83,242

Issuance of common stock for note payment                      --           --              --              --              66,082

Issuance of common stock for investment                        --           --              --              --              21,877

Issuance of preferred stock for cash                           --           --              --              --             237,491

Issuance of preferred stock for service                        --           --              --              --             137,904

Issuance of preferred stock for compenssation                  --           --              --              --             169,638

Conversion of common stock to preferred stock                  --           --              --              --               --

Cash received for 13,333 shares of preferred
  stock to be isssued                                        10,000         --              --              --              10,000

Beneficial conversion feature on preferred stock               --           --              --              --              92,000

Net Loss for the year ended December 31, 2002                  --           --              --        (1,974,444)       (1,974,444)

                                                         -----------   ------------    ----------    ------------  ----------------
Balance, December 31, 2002                               $   10,000    $    --         $(285,000)   $(22,403,372)  $    (4,847,499)
                                                         ===========   ============    ==========    ============  ================


</TABLE>
                                       11
<PAGE>






                           THAON COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED 2002 AND 2001

<TABLE>
<S>                                                                           <C>              <C>


                                                                                     2002           2001
                                                                                 -----------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
              Net Loss                                                           $(1,663,684)   $(18,388,092)
              Adjustments to reconcile net loss to net cash used in
              operating activities:
                           Depreciation and amortization                              61,918         891,403
                           Loss on disposal of segment                                    --         871,036
                           Loss on disposal of asset                                  11,321          91,060
                           Impairment of goodwill                                         --      10,739,790
                           Impairment of assets                                       25,092
                           Write-off of receivables                                       --         752,688
                            Issuance of shares for compensation,
                               consulting and other services                       1,036,255       2,223,227
                           Gain on settlement of debts                              (197,652)             --
                           (Increase) / decrease in current assets:
                                         Accounts/Media receivable                  (194,110)      1,880,988
                                         Inventory                                   319,784         158,235
                                         Prepaid expenses                             32,840         483,206
                                         Deposits                                      7,370          88,728
                                         Other assets                                     --          11,229
                           Assets from discontinued operation                        221,485          (6,873)
                           Increase / (decrease) in current liabilities:
                                         Accounts payable                              9,222         462,043
                                         Accrued expenses                            (93,314)        268,372
                                         Media payable                                    --        (304,327)
                                         Deferred media revenue                      201,426        (988,228)
                                         Customer credits                                 --        (221,177)
                           Liabilities from discontinued operation                    44,300              --
                                                                                 -----------    ------------
                           Net cash used in operating activities                    (177,747)       (986,692)
                                                                                 -----------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
                           Cash received from acquisition of business                     --         148,850
                           Cash received on disposal of assets                         6,754              --
                           Acquisition of property & equipment                       (28,768)        (85,233)
                                                                                 -----------    ------------
                           Net cash provided by (used in) investing activities       (22,014)         63,617
                                                                                 -----------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
                           Net proceeds from notes receivable                             --         302,964
                           Payments on notes payable                                (137,697)       (609,479)
                           Payments for shares to be cancelled                            --         (72,140)
                           Proceeds from shares to be issued                          10,000              --
                           Proceeds from issuance of stock                           313,931       1,342,091
                                                                                 -----------    ------------
                           Net cash provided by financing activities                 186,234         963,436
                                                                                 -----------    ------------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                   (13,527)         40,361

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                            72,440          32,079
                                                                                 -----------    ------------

CASH & CASH EQUIVALENTS, ENDING BALANCE                                          $    58,913    $     72,440
                                                                                 ===========    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Income taxes paid                                                                $       800    $      7,000
                                                                                 ===========    ============

Interest paid                                                                    $    16,206    $     30,990
                                                                                 ===========    ============
</TABLE>

                                       12
<PAGE>


                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND SEGMENTS

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 160,000  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 6,000  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 10,000 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.  On November 6, 2002, a chapter 7 bankruptcy  was filed for
CastPro.com.

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.  On December 31,  2002, a chapter 7 bankruptcy  was filed for
PTMS.

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

PTD was  incorporated  in the state of Nevada  on March 5,  1999.  PTD was doing
business  as  Kryptolight  International.  PTD ceased its  operating  activities
during the year 2002.

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 applied 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.

                                       13
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. PRINCIPLES OF CONSOLIDATION

The   Consolidated   Financial   Statements   include  the   accounts  of  Thaon
Communication,  Inc. and its wholly owned subsidiaries  CASTPRO.COM,  LLC, Prime
Time Media Solutions, Legal Broadcast Company, and Prime Time Distribution, Inc.
All significant inter-company transactions and balances have been eliminated for
the years ended December 31, 2002 and 2001.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Cash and cash equivalents
-------------------------

The Company considers all liquid  investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

Property & Equipment
--------------------

Property  and  equipment  is  carried  at cost.  Depreciation  of  property  and
equipment is provided using the double declining balance or straight line method
over the estimated useful lives of the assets.  Expenditures for maintenance and
repairs are charged to expense as incurred.  The Company  evaluated the value of
tangible  assets and wrote off $25,092 as  impairment  of assets during the year
ended December 31, 2002.

Goodwill
--------

The  Company  continually   monitors  its  goodwill  to  determine  whether  any
impairment of this asset has occurred. In making such determination with respect
to goodwill, the Company evaluates the performance, on an undiscounted cash flow
basis,  of the  underlying  assets  or group of  assets  that  gave rise to this
amount.  Goodwill was being amortized on the straight-line  basis over 15 years.
As of December  31,  2001,  total  accumulated  amortization  was  $672,988.  On
December 31, 2001, the Company  evaluated  value of each  subsidiary  based upon
performance  and future  cash flow.  The  Company  estimated  the total value of
goodwill at December  31,  2001 at zero since all the  subsidiaries  were having
losses through December 31, 2001 and did not have goodwill value associated with
them.  The Company  wrote off goodwill  balance of  $10,739,790  on December 31,
2001.  The write off of goodwill  has been shown as a separate  line item in the
Statement of operation.

Deferred media revenue
----------------------

Deferred media revenue represents media time invoiced to the customers but to be
aired in the subsequent  year. The Deferred media amount as on December 31, 2002
amounted to $201,426.

                                       14
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Advances
--------

The advances are from unrelated parties,  due on demand,  unsecured and interest
free. Advances amounted to $422,781 as on December 31, 2002.

Revenue Recognition
-------------------

Revenue is recognized when earned.  Revenue represents  estimated net realizable
amounts from clients,  third-party  payers and others for services  rendered and
products sold. Revenue is recognized when services are performed or products are
deliveref to the customers.

Income taxes
------------

Deferred income tax assets and liabilities are computed annually for differences
between the financial  statements and tax basis of assets and  liabilities  that
will result in taxable or deductible amounts in the future based on enacted laws
and rates  applicable  to the periods in which the  differences  are expected to
affect taxable income (loss).  Valuation allowance is established when necessary
to reduce deferred tax assets to the amount expected to be realized.

Advertising
-----------

The Company expenses advertising costs as incurred.

Research and Development
------------------------

Expenditures  for  software  development  costs and  research  are  expensed  as
incurred.  Such  costs  are  required  to  be  expensed  until  the  point  that
technological   feasibility  is  established.   The  period  between   achieving
technological feasibility and the general availability of such software has been
short.   Consequently,   costs  otherwise   capitalizable   after  technological
feasibility is achieved are generally expensed because they are insignificant.

Stock-based compensation
------------------------

In October  1995,  the FASB  issued SFAS No. 123,  "Accounting  for  Stock-Based
Compensation".  SFAS No. 123 prescribes  accounting and reporting  standards for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or (ii) using the existing accounting rules prescribed by Accounting  Principles
Board Opinion No. 25,  "Accounting  for stock issued to employees"  (APB 25) and
related  interpretations  with  pro  forma  disclosure  of what net  income  and
earnings  per share would have been had the  Company  adopted the new fair value
method.  The company uses the intrinsic value method prescribed by APB25 and has
opted for the disclosure  provisions of SFAS No.123.  The implementation of this
standard did not have any material impact on the Company's financial statements.

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

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

                                       15
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basic and diluted net loss per share
------------------------------------

Net loss per share is calculated  in accordance  with the Statement of financial
accounting  standards No. 128 (SFAS No. 128),  "Earnings  per share".  Basic net
loss per share is based  upon the  weighted  average  number  of  common  shares
outstanding.  Diluted  net loss per  share is based on the  assumption  that all
dilutive  convertible  shares and stock  options were  converted  or  exercised.
Dilution is computed by applying the treasury  stock method.  Under this method,
options and warrants are assumed to be exercised at the  beginning of the period
(or at the time of issuance,  if later),  and as if funds obtained  thereby were
used to purchase common stock at the average market price during the period.

Fair value of financial instruments
-----------------------------------

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial  instruments,  requires that the Company  disclose  estimated  fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current  liabilities  qualifying as
financial instruments are a reasonable estimate of fair value.

Comprehensive income
--------------------

Accounting principles generally require that recognized revenue, expenses, gains
and losses be included  in net  income.  Certain  statements,  however,  require
entities  to  report  specific  changes  in  assets  and  liabilities,  such  as
unrealized  gains and  losses on  available-for-sale  securities,  as a separate
component of the equity section of the balance sheet. Such items, along with net
income,  are components of  comprehensive  income.  There were no other items of
comprehensive income during 2002 and 2001.

Risks and Uncertainties
-----------------------

In the normal  course of business,  the Company is subject to certain  risks and
uncertainties. The Company provides its product and services on unsecured credit
to most of its  customers.  Consequently,  the Company's  ability to collect the
amounts due from customers is affected by the general economic fluctuations.

Reclassifications
-----------------

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

Recent pronouncements
---------------------

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

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


                                       16
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The adoption of above  pronouncements,  did not materially  impact the Company's
financial position or results of operations.

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 Company does not  anticipate  that
adoption of SFAS 145 will have a material  effect on our  earnings or  financial
position.

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

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
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 Company does not expect adoption of
SFAS No. 147 would have a material  impact,  if any, on its financial  position,
results of operations or cash flows.

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 FIN45 is not  expected to have a material  effect on the
Company's financial position, results of operations, or cash flows.


                                       17
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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  Companies do not expect the adoption of SFAS No.
148 would  have a  material  impact on its  financial  position  or  results  of
operations or cash flows.

4. ACCOUNTS RECEIVABLE

Accounts  receivables  are stated net of  allowance  for doubtful  accounts.  In
determining  the allowance to be maintained,  management  evaluates many factors
including  industry and historical loss  experience.  The allowance for doubtful
accounts is maintained at an amount management deems adequate to cover estimated
losses.  However,  no  allowance  was  recorded at  December  31, 2002 since the
accounts receivable were determined to be collectible.

5. NOTES RECEIVABLE

The  notes  receivable  are  from a  related  Company,  related  through  common
directors and officers of a subsidiary,  for exchange of securities  and are due
on demand, non-interest bearing and unsecured.

6. PROPERTY AND EQUIPMENT

Property  and  equipment  are  stated  at  cost or fair  values  at the  date of
acquisition  and, in the case of equipment  under  capital  lease,  lower of the
present value of minimum lease  payments or the fair value of the leased assets.
Depreciation  and  amortization of property and equipment are computed using the
double declining balance method over the following estimated useful lives:


         Equipment and Computers            5 years
         Furniture, Fixtures and Vehicles   5 years

Property and equipment consists of the following:

     Office equipment and computer               $  42,640
     Equipment                                     147,603
     Vehicles                                       90,672
                                                 ---------
                                                   280,915
     Less: accumulated depreciation                136,070
                                                 ---------
     Property & Equipment (net)                  $ 144,845
                                                 =========


7. NOTES PAYABLE

The Company has the note payables of $60,216 to employees on
December 31, 2002. The notes are non-interest bearing,
unsecured and due on demand.                                    $60,216

                                       18
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has various notes payable to an unrelated
party  on December 31, 2002 totaling $202,386, which are
non interest bearing, unsecured, and due on demand.             202,386

The Company has various notes payable to an unrelated party on December 31, 2002
totaling $55,000, which bears 10% interest,  unsecured, and due 2 years from the
date of the note. 55,000

The Company has balance due to various banks for  borrowings  under credit cards
totaling  $35,840  on  December  31,  2002.  The  borrowings  are due on demand,
unsecured and bear interest rates ranging from 9% to 20% per year. 35,840

The Company has notes payable under various capital leases
amounting  $78,931 as of December 31, 2002. The notes are
secured by the assets  being leased, bear interest rates
ranging from 10% to 17.7% and are due by various dates
through July 2008. The monthly installment ranges from $469
to $1,212. Total current portion of the capital lease
obligation is $36,624.                                           78,931
                                                                -------
                                                                         432,373
Less: Notes payable-current                            274,850
      Notes payable-employee (current)                  60,216
                                                        ------
         Total current portion                                  335,066
                                                                -------
Long term portion                                               $97,307
                                                                =======

The long term  portion is payable  $72,011  in 2004,  14,109 in 2005,  $4,189 in
2006, $3,900 in 2007 and $3,098 in 2008.

Minimum  future lease  payments under capital leases as of December 31, 2002 for
each of the next years and in the aggregate are:

                                                   Capital
                                                    lease
           Year Ended December 31,                  amount
           -----------------------                  ------

                   2003                             45,481
                   2004                             20,176
                   2005                             18,964
                   2006                              5,630
                   2007                              5,630
                   2008                              3,284
                                                    ------
         Total minimum lease payments               99,165
         Less: Amount representing interest         20,234
                                                    ------
         Present value of net minimum
           lease payments                         $ 78,931
                                                    ======

         Current portion of Lease Obligation      $ 36,624
         Long Term Obligation                       42,307
                                                    ------
         Total Obligation                         $ 78,931
                                                    ======


                                       19
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8. STOCKHOLDERS' EQUITY

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

On July 14,  2000,  the Board of  Directors  of the  Company  declared a 3 for 1
forward stock split of the Company's  common stock,  effective July 21, 2000 for
shareholders  of record on July 17,  2000.  On November  20,  2000,  the Company
affected a 2-for-1  stock  split of its common  stock.  On October  15,2001  the
company   increased  the  number  of  authorized   shares  of  common  stock  to
200,000,000.

Effective  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, change in the authorized shares.

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 C, E and
Series  F  Preferred  Stock,  each,  were  designated  with a value  of  $0.001.
Remaining shares in the category have not been designated through this date.

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

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 C convertible  Preferred  stock, at the option of the holder thereof,
is convertible into fully paid share of common stock,  equal to the par value of
the Series C convertible Preferred stock being converted plus accrued and unpaid
dividends,  divided by closing  market price of the common  stock,  subject to a
maximum  of  6,000,000  shares of common  stock per each  Series.  The  Series C
convertible Preferred stock is redeemable by the corporation at any time at the

                                       20
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

rate of $.001 plus  accrued  and  unpaid  dividends.  Upon  receipt of notice of
redemption, the holders of preferred stock will have 30 days to convert Series C
convertible  Preferred  stock  into  common  stock.  The  holders  of  Series  C
convertible stock shall be entitled to receive the redemption before the holders
of common stock.  The holders of the Series C convertible  stock are entitled to
receive  dividends at the rate of 6% per annum  payable  yearly in shares of the
corporation's common stock. The Series C convertible  Preferred stock shall have
the full voting rights.

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.

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.

In connection  with the  acquisitions  of PTMS on December 29, 2000, the Company
issued 2,000,000 shares of series A convertible  preferred stock of the Company.
The  Company  also  placed in escrow  1,000,000  shares of series A  convertible
preferred  stock  which are  deliverable  subject  to  attainment  of at least a
specific gross revenue and pre tax net income target for the year ended December
31,  2001 by PTMS.  The  Company  also  agreed to use its best  efforts to raise
capital  and  contribute  one third of such raise to the capital of PTMS up to a
maximum amount of $1,000,000. In October 2001, the board of directors authorized
to covert  the  outstanding  series A  convertible  preferred  stock to series D
preferred stock of the Company on one share to one share basis.

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

                                       21
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

On September 10, 2001, the Company settled a debt amounting  $500,000 by issuing
500,000  shares of series C  convertible  preferred  stock of the  Company.  The
transaction  did not  result  in any gain or loss for the  Company.  On June 20,
2002, the Company  cancelled  500,000  shares of Series C convertible  preferred
stock and issued 500,000 shares of series A convertible preferred stock in their
place.

During the year ended  December 31, 2002,  the Company  issued 120,000 shares of
Series E and F  convertible  preferred  stock  for cash  amounting  $37,500  and
$52,500, respectively.

During the year ended  December  31, 2002,  the Company  issued total of 502,697
shares of Series B convertible  preferred stock;  138,904 for services amounting
$137,904 and 167,138 shares for  compensation  amounting  $169,638,  and 196,655
shares for cash amounting $147,491.

In August 2002, the Company  converted 120,000 shares of Common stock to 690,000
shares of series D convertible preferred stock of the Company.

As of December 31, 2002,  the Company has cash received in the amount of $10,000
for 13,333 shares of Series F preferred stock to be issued.

The Company recorded the beneficial  conversion feature as preferred dividend of
$108,000 on December 31, 2001. The Company  recorded the  beneficial  conversion
feature as preferred  dividend of $92,000 on December 31, 2002.  The  conversion
represents the difference of the conversion  price and the common stock price on
the date of issuance of the preferred stock.

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

In the second quarter of 2001, the Company issued 6,000 restricted shares of its
common stock in connection with the  acquisition of EMG Visual  Graphic,  10,000
restricted  shares of its common stock in  connection  with the  acquisition  of
Prime Time  Distribution,  Inc., 8,000 restricted  shares of its common stock in
connection  with the  acquisition of LBC, 6,792 shares of its restricted  common
stock to a related  party of LBC in exchange  of  settlement  of debt  amounting
$424,500 and 3,000 shares of its restricted  common stock to creditors of EMG in
exchange of settlement of debt amounting $150,000.

During the year 2001,  the Company  issued  common  stock in exchange of various
services and cash as follows:

During the year 2001,  the  Company  issued  226,199  shares of common  stock in
exchange of various  services  amounting  $2,057,514.  The company issued 26,959
shares of common stock to various  employees for  compensation  in the amount of
$183,713.  The  Company  issued  114,047  shares  of its  common  stock for cash
amounting $1,462,707, net of commissions paid amounting $534,177.

As of December  31,  2001,  the Company had 36,137  shares of common stock to be
cancelled. 8,524 shares were duplicate issuance for shares lost and 5,200 shares
were for shares destroyed.  17,913 shares were to be cancelled since the refunds
amounting  $72,140  was  made  to  investors  and  4,500  shares  were  for  the
cancellation of salary amounting $18,000.

                                       22
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December  31,  2001,  the Company had 12,400  shares of common stock to be
issued for cash received in the amount of $34,390.

During the year 2001,  the company  received  40,000 shares of common stock as a
treasury  stock for the assets  returned.  These shares of the common stock were
issued upon purchase of the assets.  The Company also  received  9,000 shares of
common stock upon disposal of a subsidiary. The shares were valued at the market
rate of shares on the date of each transaction.

During the year ended  December 31, 2002,  the Company  issued  common stocks in
exchange of various services to the following parties:

During the year 2002,  the  Company  issued  752,006  shares of common  stock in
exchange of consulting  services amounting  $645,471.  The company issued 86,620
shares of common stock to various employees for compensation  amounting $83,242.
The  Company  issued  125,145  shares of its  common  stock  for cash  amounting
$76,440.  The  Company  issued  51,212  shares  of common  stock for  investment
amounting  $21,877.  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.

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

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

Stock Options
-------------

The Company has  elected to account for the stock  option plan under  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related  interpretations.  During the year ended  December 31, 2001,  no options
were granted.  In 2002, the Company issued  granted  options to purchase  12,000
shares of common stock to a consultant with the following terms;  exercise price
$1.25 per share, term 3 year and exercisable immediately.

In  accordance  with the  methodology  prescribed  under  Statement of Financial
Standards  No.  123,  "Accounting  for  Stock-Based  Compensation,"  the Company
recorded  consulting  expense of $6,000  based on the fair value of the  options
granted  calculated  using the  Black-Scholes  option pricing model at $0.01 per
share, using the following assumptions:

         Risk-free interest rate        4.0%
            Expected life (years)       3
            Expected volatility         100%
            Expected dividends          None



A summary of option transactions during the years ended December 31, 2002 & 2001
is shown below:

                                       23
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                           2002         2001
-------------------------------------------------------------------------------
Number of options outstanding on January 1                 8,060        8,060
-------------------------------------------------------------------------------
Number of options granted during the year                 12,000          -
-------------------------------------------------------------------------------
Number of options expired during the year                    -            -
-------------------------------------------------------------------------------
Number of options outstanding on December 31              20,060        8,060
---------------------------------------------------------=======-------========
Number of options exercisable at December 31              20,060        8,060
-------------------------------------------------------------------------------
Weighted average exercise price per share outstanding
       and per share exercisable                           $0.46        $1.10
-------------------------------------------------------------------------------
Weighted average remaining contractual
      life of options outstanding and exercisable           2.56          9
-------------------------------------------------------------------------------



The  Company  adopted a Stock  Option Plan (the 2001 stock  option  plan) on 5th
December,  2001.  Under the Plan,  the Company may grant  options to acquire two
hundred  thousand  (200,000) after reverse split shares of its common stock, par
value $0.001 (the "Stock"), from time to time to employees of the Company or its
subsidiaries and other individuals,  including consultants or advisors. Exercise
price will be  determined  at the time Options  will be granted.  This Plan will
terminate  on the earlier of the date that is five (5) years from the date first
appearing  in this Plan or the date on which  the all share is issued  under the
plan.

On 13th February,  2002, the Company  restated its 2001 Stock Option Plan, under
which, the Company may grant options to acquire four hundred thousand  (400,000)
after reverse split shares of its common stock, par value $0.001.

10. BASIC AND DILUTED NET LOSS PER SHARE

Basic and  diluted net loss per share for the year ended  December  31, 2002 and
2001 were  determined  by  dividing  net loss for the  periods  by the  weighted
average number of both basic and diluted shares of common stock and common stock
equivalents outstanding. Weighted average number of shares used to compute basic
and diluted  loss per share is the same since the effect of dilutive  securities
is antidilutive.

11. INCOME TAXES

No provision was made for Federal  income tax since the Company has  significant
net  operating  loss  carryforwards.  Through  December  31,  2002,  the Company
incurred  aggregate  net  operating  losses for tax  purposes  of  approximately
$9,966,000.  Difference  between  financial  statement  and tax  losses  consist
primarily of  depreciation,  which was not significant and write off of goodwill
amounting  $10,739,790 in 2001. The net operating loss carryforwards may be used
to  reduce  taxable  income  through  the  year  2022.  Net  operating  loss for
carryforwards  for the State of  California  are  generally  available to reduce
taxable  income  through the year 2007.  The  availability  of the Company's net
operating loss carryforwards are subject to limitation if there is a 50% or more
positive  change in the  ownership of the  Company's  stock.  The  provision for
income taxes consists of the state minimum tax imposed on corporations.

The following is a reconciliation  of the provision for income taxes at the U.S.
federal  income  tax rate to the  income  taxes  reflected  in the  Consolidated
Statements of Operations:

                                       24
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                  December 31,     December 31,
                                                      2002             2001
                                                  ------------     ------------

Tax expense (credit) at statutory rate-federal        (34)%             (34)%
State tax expense net of federal tax                   (6)               (6)
Permanent differences                                   1                 1
Changes in valuation allowance                        (39)              (39)
                                                  ------------     ------------
Tax expense at actual rate                             -                 -
                                                  ============     ============


The net  deferred tax asset  balance as of December  31, 2002 was  approximately
$3,986,000. Change in deferred tax from last year was $748,000. A 100% valuation
allowance  has  been  established  against  the  deferred  tax  assets,  as  the
utilization of the loss carryforwards cannot reasonably be assured.



12. 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)  On April 10, 2001, the Company  consummated  the  acquisition of all of the
     outstanding  stock of Legal  Broadcast  Company in exchange  for  1,000,000
     shares of Series B convertible  preferred  stock. In addition,  the Company
     issued 6,792 shares of its  restricted  common stock to a related  party of
     LBC in exchange of settlement of debt amounting $424,500.

(2)  On May 8, 2001,  the  Company  consummated  the  acquisition  of EMG Visual
     Graphics,  Inc.  (EMG) in  exchange  for  6,000  restricted  shares  of the
     Company's  common  stock.  The  Company  also  issued  3,000  shares of its
     restricted  common stock to creditors of EMG in exchange of  settlement  of
     debt amounting $150,000.

(3)  On May 22, 2001,  the Company  consummated  the  acquisition  of Prime Time
     Distribution,  Inc. (PTD) in exchange for 10,000  restricted  shares of the
     Company common stock.

     The cash flow statements do not include acquisition of following assets and
     liabilities of all the acquired companies:

                       Current assets                  $  1,096,953
                       Non-current assets              $    260,855
                       Current liabilities             $  1,794,757
                       Long term liabilities           $    176,031

(4)  During the year ended  December 31, 2001, the Company issued 226,199 shares
     of common stock in exchange of various services amounting  $2,057,514.  The
     company  issued  22,459  shares of common  stock to various  employees  for
     compensation amount of $165,713.

(5)  During  the year  ended  December  31,  2001,  the  Company  settled a debt
     amounting  $500,000  by  issuing  500,000  shares  of series C $1 par value
     convertible preferred stock of the Company.

(6)  During the year 2002,  the Company issued 752,006 shares of common stock in
     exchange of various services amounting $645,471.  The company issued 86,620
     shares of common stock to various employees for compensation in the amount

                                       25
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     of $83,242. The Company issued 51,212 shares of common stock for investment
     amounting $21,877. The Company issued 124,885 shares of common stock valued
     at $66,082 for the settlement of a note payable amounting $79,082.

(7)  During the year ended  December  31,  2002,  the  Company  issued  Series B
     convertible preferred stock; 138,904 shares for services amounting $137,904
     and 167,138 shares for compensation amounting $169,638

(8)  In August 2002,  the Company  converted  120,000  shares of Common stock to
     690,000 shares of series D convertible preferred stock of the Company.

13.  ACQUISITION

On April  10,  2001,  the  Company  consummated  the  acquisition  of all of the
outstanding stock of Legal Broadcast Company in exchange for 1,000,000 shares of
Series B convertible preferred stock. The Company also agreed to issue one share
of its Class B Preferred  Stock for each dollar of the LBC's  pre-tax  income as
audited, during each of the twelve-month periods ending on December 31, 2001 and
2002. The maximum number of shares under such arrangement  could be issued is up
to 1,000,000 shares Class B Preferred Stock. Under the agreement,  the president
of LBC received 4,000 restricted common stock of the Company and is to be issued
additional  4,000  restricted  common stock,  six months after the closing,  for
taking a seat on the Management  Advisory Board of the Company.  Pursuant to the
agreement,  the Company issued 6,792 shares of its restricted  common stock to a
related party of LBC in exchange of settlement of debt amounting  $424,500.  The
Company  agreed to  reserve  4,700  shares of its  restricted  common  stock for
issuance to individual key employees.  The  acquisition was accounted for by the
purchase  method  of  accounting.  The  results  of  operations  of LBC  and the
estimated fair value of assets acquired and liabilities  assumed are included in
the financial statements from the date of acquisition. The Company has allocated
the excess purchase price over the fair value of net tangible assets acquired to
goodwill amounting $4,251,446.

On May 8, 2001, the Company  consummated the acquisition of EMG Visual Graphics,
Inc.  (EMG) in exchange  for 6,000  restricted  shares of the  Company's  common
stock.  The Company  also agreed to issue one share of its common Stock for each
dollar of the EMG's pre-tax income as audited,  during each of the  twelve-month
periods  ending on December 31, 2001 and 2002.  Pursuant to the  agreement,  the
Company issued 3,000 shares of its  restricted  common stock to creditors of EMG
in exchange of  settlement  of debt  amounting  $150,000.  The  acquisition  was
accounted for by the purchase  method of  accounting.  The Company has allocated
the excess purchase price over the fair value of net tangible assets acquired to
goodwill amounting  $1,128,983.  Effective October 1, 2001, the Company sold EMG
Visual Graphics, Inc, dba Eclipse Marketing Group to its original owner.

On May  22,  2001,  the  Company  consummated  the  acquisition  of  Prime  Time
Distribution, Inc. (PTD) in exchange for 10,000 restricted shares of the Company
common stock. The Company also agreed to issue one share of its common Stock for
each  dollar  of the  PTD's  pre-tax  income  as  audited,  during  each  of the
twelve-month periods ending on December 31, 2001 and 2002. The maximum number of
shares under such arrangement  could be issued is up to 200,000 shares of common
stock.  The  acquisition was accounted for by the purchase method of accounting.
The results of operations of PTD and the estimated fair value of assets acquired
and liabilities  assumed are included in the financial  statements from the date
of  acquisition.  The Company has allocated the excess  purchase  price over the
fair value of net tangible assets acquired to goodwill amounting $1,261,244.

                                       26
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company  revalued the goodwill of the acquired  subsidiaries on December 31,
2001,  and has written off all the  goodwill  amounting  $10,739,790  based upon
estimated total value of goodwill at December 31, 2001 at zero.

14. CONTINGENCIES

Contingencies:
-------------

Litigation settled
------------------

Two of the  shareholders  of the Company filed an action against the Company and
certain individuals connected therewith.  The complaint sought relief for breach
of  contract,  specific  performance,  breach  of  fiduciary  duty,  intentional
interference  with stock  transfer  rights,  negligent  interference  with stock
transfer rights and injunction.  Subsequently,  one of the shareholders released
the claim.  On August  19,  2002,  this case was  settled  with  $75,000 of free
trading stock of the Company owned by the president of the Company.

Pending litigation
------------------

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.

15. DISPOSAL OF A SUBSIDIARY

On October 1, 2001,  the  Company  sold EMG Visual  Graphics,  Inc,  dba Eclipse
Marketing Group to its previous owner.  The Company  received  450,000 shares of
its common  stock from EMG Visual  Graphics,  Inc.  for the  consideration.  The
Company  recorded the shares it received at the market for such number of shares
at a total amount of $45,000.  EMG was incorporated on June 6, 1996 in the State
of  California  under the name of EMG Visual  Graphics,  Inc.  EMG  operates its
business as Eclipse Marketing Group as well as EMG Visual Graphics,  Inc. EMG is
a full service sales and marketing  consulting firm  specializing in all aspects
of the branding and promotional  products  business.  Eclipse assists  corporate
clients  with  the  design,  product  section,  market  segmentation,   audience
analysis,  sourcing and  fulfillment of premium and  promotional  products.  The
disposal of EMG resulted in net loss of $871,036.  The operating  results of EMG
included in the operating statements were insignificant to the overall operating
results.

16. 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 December 31, 2002;

                                       27
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                             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  $701,483 in the year ended
December  31,  2002.  The  bankruptcy  is still  pending  subject  to the  court
approval.


17. 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
$22,403,372  including net losses of $1,974,444  and  $18,663,892  for the years
ended  December  31,  2002 and  2001,  respectively.  The  shareholders  deficit
amounted  to  $4,847,499  on  December  31,  2002.  The  continuing  losses have
adversely  affected the liquidity of the Company.  The Company faces  continuing
significant  business  risks,  including  but not  limited  to,  its  ability to
maintain vendor and supplier  relationships  by making timely payments when due.
In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded  asset amounts shown in the  accompanying  balance
sheet is dependent  upon continued  operations of the Company,  which in turn is
dependent  upon the  Company's  ability  to  raise  additional  capital,  obtain
financing and to succeed in its future operations.  The financial  statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and  classification  of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability to continue as a going concern.  Management devoted  considerable effort
during the period  ended  December 31, 2002,  towards (i)  obtaining  additional
equity  financing (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 applied 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.

18. EXTRAORDINARY ITEMS

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.

                                       28
<PAGE>
                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


19. 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
three  operating  subsidiaries:  PTD,  LBC and  AC.  PTD is a  direct  marketing
company.  LBC provides law firms,  corporations  and  insurance  companies  with
service of the creation,  review,  storage, and presentation of video, including
the video documentation and storage of legal depositions.  AC is media planning,
placement and consulting Company.

Following is a summary of segment  information  for the year ended  December 31,
2002:


                                PTD          LBC          AC        GENERAL
                            ----------   ----------   ----------   ----------

Sales                       $  326,696   $  671,433   $  617,357   $        -
Operating loss                 142,008        4,774        5,534    1,174,620
Total Assets                     7,831      547,454      227,209       59,348
Capital Expenditure                  -       28,768            -            -
Depreciation and amortization    5,049       26,257            -       30,612


Following is a summary of segment  information  for the year ended  December 31,
2001:
                      LLC         PTMS         PTD          LBC        GENERAL
                  ----------   ----------   ----------   ----------   ----------
Sales             $   29,648  $16,293,754   $1,587,736   $  453,311   $     -
Operating loss     1,105,976      874,036      586,289       49,503    3,318,339
Total Assets         101,820    1,378,006      391,615      223,844      144,661
Capital Expenditure        0        7,048            0       24,078         -
Depreciation and
 amortization        111,095       49,694        4,788       30,682       13,475


Substantially, all of the Company's operations are domestic.

20. 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.

                                       29
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Major Customer:
---------------

A  substantial  portion of the  Company's  business is conducted  with two major
customers.  Total sales to two major customers were approximately 40% and 49% of
total net revenue for the years ended December 31, 2002 and 2001,  respectively.
The total  receivable from these customers on December 31, 2002 was $127,042 and
there was no receivable from the two major customers on December 31. 2001.

21. SUBSEQUENT EVENT

Effective  January 10, 2003, the Company  executed a 50 to 1 reverse stock split
for all shareholders of record as of January 9, 2003. The accompanying financial
statements have been retroactively adjusted for the reverse split.

On February 5, 2003,  the Company  declared  dividend of 300,000  shares,  which
represents the Company's 15% ownership interest in Legal Broadcast Company (LBC)
to its  shareholders  of  record.  The  300,000  shares  represented  all of the
remaining interest that the Company held in LBC.

The  dividend  is to be for the  benefit  of all  shareholders  of  record as of
February 14, 2003.  The record date for the  dividend had  previously  be set as
Friday,  January 24, 2003. The revision was due to administrative and compliance
issues  and is not  expected  to be  revised  again.  The  payment  date for the
dividend is pending SEC effectiveness for the registration of the LBC shares.

On March 25, 2003,  the Company  announced that it has entered into a definitive
agreement for the acquisition of Practice Xpert  Services,  Corp (PX), a private
company.  Under the  agreement,  the Company will tender a combination of common
and preferred stock in exchange for 92% of the  outstanding  common stock of PX.
In addition, upon closing, the current management of the Company will resign and
turn  control  of  the  company  over  to the  current  management  of  PX.  The
transaction is expected to close sometime in early to mid April.  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






                                       30
<PAGE>



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     On October 1, 2002,  the  shareholders  voted to ratify a proposal that the
Company retain Kabani & Company,  Inc. of Fountain  Valley,  California,  as its
independent  accountants for the fiscal year ending  December 31, 2002.  Neither
the  Company,  nor anyone on its  behalf,  had  consulted  with Kabani & Company
concerning the application of accounting principles to any specific completed or
contemplated transaction, or the type of audit opinion that might be rendered on
the Company's financial statements. The company has no disagreements with Kabani
regarding any of its accounting practices or audit opinions rendered.



                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The names and ages of each of the current directors and executive  officers
of the Company are as follows:

     Name                  Age              Position
     ---------------       ---              ---------
     Adam Anthony          37               President, Chief Executive Officer
                                            and Director

     Jeanene Morgan        46               Chief Financial Officer, Secretary
                                            and Treasurer

     Steve Aquavia         31               Director

     David Nelson          61               Director


     ADAM ANTHONY has been president,  chief executive officer and a director of
the Company  since January  2001.  Mr.  Anthony is a co-founder of the Company's
subsidiary,  Prime Time, and has served as its chief executive officer since May
1996. A former golf All-American and touring professional, his experience in the
golf industry was  instrumental in carving out Prime Time's initial niche in the
media   industry  as  the  agency  of  choice  for  companies   utilizing   golf
infomercials. Mr. Anthony was the primary force behind establishing Prime Time's
organizational  and philosophic  backbone and, in collaboration with co-founder,
Mark Jones,  led the company to over $50 million in annual  revenues within four
years of its founding. His proven organizational skills,  leadership, and growth
orientation are expected to achieve similar results at the Company.

     JEANENE  MORGAN has been  chief  financial  officer  and  treasurer  of the
Company  since  February  1,  2002.  Ms.  Morgan has over  twenty-five  years of
experience in accounting. For two years she was a controller for Simmons Company
and served as both plant accountant and cost accountant for Precision Printing &
Packaging  during  her four year  tenure.  She also was a staff  accountant  for
Ameriserve  where she supported 25 distribution  centers.  From February 2000 to
present, Ms. Morgan has owned J. Morgan Consulting providing consulting services
for such companies as Anheuser-Busch, Eriksson, and Toshiba. She has also served
as controller for Prime Time Media Solutions and Prime Time  Distribution  since
July 2001.

     STEVE AQUAVIA has been a director of the Company since October 9, 2001. Mr.
Aquavia is the executive vice president of the Company's subsidiary, Prime Time,
and has over  eight  years of  experience  in the  broadcast  media and  general
advertising  industries.  He was product manager for Smart & Friendly from April
1999 to February  2000,  and vice  president of marketing for  MediaConnex  from
February  2000 to June 2001.  Mr.  Aquavia  worked as senior  media  manager for
Western  International  Media for four years.  Mr.  Aquavia is a graduate of the
Marshall  School of Business at the  University of Southern  California,  having
received an MBA in Marketing and Entrepreneurial Studies.

     DAVID NELSON has been a director of the Company since October 9, 2001.  Mr.
Nelson has been  managing  director  of Optima  Financial,  a private  financial
consulting  group  for  10  years.  Mr.  Nelson  is an  inactive  member  of the
California State Bar of California and a California Licensed Real Estate Broker.
Mr. Nelson's  background  includes experience in the tax and audit department of
Deloitte Touche,  and extensive  experience in strategic  planning and corporate
structuring.  He received an L.L.D. from the University of California,  Hastings
College  of the  Law and a B.S.  degree  in  Business  Administration  from  the
University of Colorado.


                                       31
<PAGE>

Compliance with Section 16(a) of the Exchange Act

     Based  solely upon a review of forms 3, 4 and 5 furnished  to the  Company,
the  Company is not aware of any person who at any time  during the fiscal  year
ended December 31, 2002, was a director,  officer,  or beneficial  owner of more
than ten percent of the Common Stock of the Company,  and who failed to file, on
a timely basis, reports required by Section 16(a) of the Securities Exchange Act
of 1934 during such fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

     No compensation in excess of $100,000 was awarded to, earned by, or paid to
any  executive  officer of the Company  during the fiscal  years 2002,  2001 and
2000. The following table provides summary  information for the years 2002, 2001
and 2000  concerning  cash and  non-cash  compensation  paid or  accrued  by the
Company to or on behalf of the Company's chief executive officers.


                           SUMMARY COMPENSATION TABLES

                                           Annual Compensation
                                 ---------------------------------------------
Name and                                                        Other Annual
Principal Position      Year     Salary (US$)    Bonus ($)    Compensation ($)
-------------------     ----     ------------    ---------    ----------------
Adam Anthony, Chief
Executive Officer       2002     (2) $72,000        - 0 -        (1) $19,600

Adam Anthony, Chief
Executive Officer       2001     (2) $72,000        - 0 -            - 0 -

James Ocon, Acting
Chief Executive
Officer                 2000         $49,460       - 0 -            - 0 -

(1) On February 6, 2002,  600,000 shares of common stock were issued for service
to board for the period from  January 3, 2001 to June 30, 2002 at $.02 per share
for a total value of $12,000;  on March 16, 2002, 288,462 shares of common stock
were issued in lieu of automobile  allowance at $.02 per share for a total value
of 6,000;  on July 8,  2002,  200,000  shares of common  stock  were  issued for
service to the board for the period from July 1, 2002 to December  31, 2002 at a
price of .008 for a total value of $1,600.

(2)On October 1, 2002, 130,638 shares of Series B Preferred Stock were issued in
lieu of deferred salary and housing allowance for the period from January 3,
2001 to October 1, 2002 at $.75 per share for a total value of $100,979.

<TABLE>
<CAPTION>

                                                   Long Term Compensation
                               ----------------------------------------------------
                                         Awards                          Payouts
                               -------------------------------------   ------------
<S>                  <C>      <C>          <C>                      <C>              <C>

                              Restricted     Securities Underlying                      All Other
Name and Principal              Stock              Options/            LTIP Payouts    Compensation
Position              Year    Award(s)($)         SARs(#)               ($)                 ($)
------------------    ----    -----------    ----------------------    ------------    ------------

Adam Anthony, Chief
Executive Officer     2002        - 0 -               - 0 -                - 0 -           - 0 -

Adam Anthony, Chief
Executive Officer     2001        - 0 -               - 0 -                - 0 -           - 0 -

James Ocon, Acting
Chief Executive
Officer               2000        - 0 -               - 0 -                - 0 -           - 0 -

</TABLE>

<TABLE>
<S>                    <C>                       <C>                         <C>                <C>


                      Option/SAR Grants in Last Fiscal Year
                               (Individual Grants)
-------------------------------------------------------------------------------------------------------------------

                          Number of Securities     Percent of Total
                                Underlying         Options/SARs Granted to     Exercise of Base
Name                        Options/SARs(1)       Employeees in Fiscal Year    Price ($/Sh)        Expiration Date
---------------------     --------------------    -------------------------    ----------------    ----------------
Adam Anthony, Chief
Executive Officer                 - 0 -                     N/A                       N/A                 N/A
-------------------------------------------------------------------------------------------------------------------

</TABLE>
                                       32
<PAGE>



Director Compensation
---------------------

     All directors  receive  400,000 shares of the Company's  restricted  common
stock.  Granting  occurs in equal  amounts  every six months.  All directors are
reimbursed for out-of-pocket  expenses incurred in connection with the Company's
business.  No shares have been issued for service to the board for the  calendar
year 2003.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

     The following table sets forth, as of March 17, 2003 the name, address, and
the number of shares of the common stock, held of record or beneficially by each
person who held of record, or was known by the Company to own beneficially, more
than 5% of the 9,583,173 shares of common stock issued and outstanding,  and the
name and shareholdings of each director,  and of all officers and directors as a
group. On January 10, 2003, the Company  effectuated a 1:50 reverse stock split.
The  number  of  shares  listed  as  beneficially  owned  reflect   post-reverse
quantities.

<TABLE>
<S>               <C>                                <C>                         <C>


                    Name and Address of                Number of Shares            Percent of Class
Class of Stock      Beneficial Owner                   Beneficially Owned (1)      (1)
---------------------------------------------------------------------------------------------------
                    Cardinal Equities, LLC
                    711 S. Carson Street
Common Stock        Carson City, NV 89701              (2)  6,000,000              (6)  38.50 %
---------------------------------------------------------------------------------------------------

                    Richard Anthony
                    109 Hermosa Drive
Common Stock        Pismo Beach, CA 93449              (3)  21,054,831             (7)  68.72 %
----------------------------------------------------------------- ---------------------------------

                    BENEFICIAL OWNERS AS A GROUP
                    ============================
---------------------------------------------------------------------------------------------------
                    Executive Officers & Directors
---------------------------------------------------------------------------------------------------
                    Adam Anthony
                    276 Encanto Ave
Common Stock        Pismo Beach, CA 93449              (4)  22,438,580             (8)  70.07 %
---------------------------------------------------------------------------------------------------
                    Jeanene Morgan
                    18937 Goodvale Rd.
Common Stock        Canyon Country, CA 91351           (5)     110,891             (9)   1.14 %
---------------------------------------------------------------------------------------------------
                    David Nelson
                    850 E. Ocean Blvd., #1301
Common Stock        Long Beach, CA 90802                         8,800                    < 1 %
---------------------------------------------------------------------------------------------------
                    Steve Aquavia
                    4214 Arch Drive, #7
Common Stock        Studio City, CA 91604                       14,670                    < 1 %
---------------------------------------------------------------------------------------------------

                    ALL EXECUTIVE OFFICERS
                    & DIRECTORS AS A GROUP             (10) 49,627,772             (10)
---------------------------------------------------------------------------------------------------
</TABLE>


     (1) The number of shares and percentage of class  beneficially owned by the
     entities  above is determined  under rules  promulgated  by the SEC and the
     information is not necessarily  indicative of beneficial  ownership for any
     other purpose.  Under such rules,  beneficial ownership includes any shares
     as to which the  individual  has sole or shared  voting power or investment
     power and also any  shares  that the  individual  has the right to  acquire
     within 60 days through the exercise of any stock option or other right. The
     inclusion herein of such shares,  however, does not constitute an admission
     that the named stockholder is a direct or indirect beneficial owner of such
     shares.  Unless  otherwise  indicated,  each person or entity  named in the
     table has sole voting power and investment power (or shares such power with
     his or her spouse)  with  respect to all shares of capital  stock listed as
     owned by such person or entity.

                                       33
<PAGE>


     (2) This number  includes  6,000,000  shares which figure is derived  based
     upon the presumption that Cardinal Equities, LLC converted, as of March 17,
     2003,  its 500,000  shares of the  Company's  Series A  Preferred  Stock to
     Common Stock.  Holders of Series A Preferred Stock have the option,  at any
     time,  to  convert  their  shares  into the same  number of fully  paid and
     non-assessable shares of Common Stock, equal to the par value of the shares
     of Series A being converted plus accrued but unpaid  dividends,  divided by
     95% of the  closing  price  prior to  conversion,  subject  to a maximum of
     6,000,000  shares of Common  Stock.  These  figures  are an  expression  of
     beneficial  ownership  only and do not mean  that an actual  conversion  of
     Preferred  Stock holdings to common stock has taken place.  As of March 17,
     2003, Cardinal Equities,  LLC had not converted any portion of his Series A
     Preferred Stock holdings.

     (3) This number  includes  21,052,631  shares which figure is derived based
     upon the presumption that Richard Anthony converted,  as of March 17, 2003,
     his 1,000,000  shares of the Company's  Series D Preferred  Stock to Common
     Stock. Holders of Series D Preferred Stock have the option, at any time, to
     convert their shares into the same number of fully paid and  non-assessable
     shares of Common  Stock,  equal to the par value of the  shares of Series D
     being  converted plus accrued but unpaid  dividends,  divided by 95% of the
     average of the daily  closing price for the five  consecutive  trading days
     prior  to  conversion.  These  figures  are  an  expression  of  beneficial
     ownership only and do not mean that an actual conversion of Preferred Stock
     holdings to common stock has taken place. As of March 17, 2003, Mr. Anthony
     had not converted any portion of his Series D Preferred Stock holdings.

     (4) This number  includes  21,052,631  shares and  1,366,380  shares  which
     figures is derived based upon the presumption that Adam Anthony  converted,
     as of March  17,  2003,  his  1,000,000  shares of the  Company's  Series D
     Preferred  Stock and his  136,638  shares of  Series B  Preferred  Stock to
     Common  Stock  respectively.  Holders of Series D Preferred  Stock have the
     option,  at any time, to convert their shares into the same number of fully
     paid and  non-assessable  shares of Common Stock, equal to the par value of
     the shares of Series D being  converted plus accrued but unpaid  dividends,
     divided  by 95% of the  average  of the  daily  closing  price for the five
     consecutive  trading  days  prior to  conversion.  Holders  of the Series B
     Preferred stock may, after holding the stock for one year, convert each one
     share of Series B Preferred  into 10 shares of common stock.  These figures
     are an  expression  of  beneficial  ownership  only and do not mean that an
     actual  conversion  of Preferred  Stock  holdings to common stock has taken
     place.  As of March 17, 2003,  Mr. Anthony had not converted any portion of
     his Series D or Series B Preferred Stock holdings.

     (5) This number includes  108,340 shares which figure is derived based upon
     the presumption  that Jeanene Morgan  converted,  as of March 17, 2003, his
     10,834 shares of her Series B Preferred  Stock to Common Stock.  Holders of
     the Series B  Preferred  stock may,  after  holding the stock for one year,
     convert  each one  share of  Series B  Preferred  into 10  shares of common
     stock. These figures are an expression of beneficial  ownership only and do
     not mean that an actual  conversion of Preferred  Stock  holdings to common
     stock has taken place.  As of March 17, 2003,  Ms. Morgan had not converted
     any portion of his Series B Preferred Stock holdings.

     The percentage calculations included in the following footnotes are each an
     independent  assessment of the beneficial ownership presuming that only the
     referenced  conversion of Preferred Stock to Common Stock occurred and that
     all other holders of Preferred Stock  maintained  their  holdings.  In each
     case,  these  figures are an expression  of  beneficial  ownership  only as
     described in footnote (1) above, and do not mean that an actual  conversion
     of Preferred Stock holdings to Common Stock has taken place.

     (6)  Percentage  is based upon the total  9,583,173  currently  outstanding
     shares of Common Stock  combined with the 6,000,000  shares of Common Stock
     beneficially  owned by  Cardinal  Equities,  LLC by  virtue of its right to
     convert the Series A Preferred  Stock to Common  Stock,  for a  presumptive
     total of 15,583,173 shares outstanding.  These figures are an expression of
     beneficial  ownership  only and do not mean  that an actual  conversion  of
     Preferred  Stock holdings to common stock has taken place.  As of March 17,
     2003, Cardinal Equities,  LLC had not converted any portion of its Series A
     Preferred Stock holdings.

     (7) Percentage is based on the total 9,583,173 currently outstanding shares
     of Common  Stock  combined  with the  21,054,831  shares  of  Common  Stock
     beneficially owned by Richard Anthony by virtue of his right to convert the
     Series D  Preferred  Stock to  Common  Stock,  for a  presumptive  total of
     30,635,804 shares outstanding. These figures are an expression of

                                       34
<PAGE>

     beneficial  ownership  only and do not mean  that an actual  conversion  of
     Preferred  Stock holdings to common stock has taken place.  As of March 17,
     2003,  Mr.  Anthony had not converted any portion of his Series D Preferred
     Stock holdings.

     (8) Percentage is based on the total 9,583,173 currently outstanding shares
     of Common  Stock  combined  with the  22,438,580  shares  of  Common  Stock
     beneficially  owned by Adam  Anthony by virtue of his right to convert  the
     Series D Preferred Stock and Series B Preferred stock to Common Stock,  for
     a presumptive total of 32,021,753 shares outstanding.  These figures are an
     expression  of  beneficial  ownership  only and do not mean  that an actual
     conversion of Preferred  Stock holdings to common stock has taken place. As
     of March 17, 2003,  Mr. Anthony had not converted any portion of his Series
     D or Series B Preferred Stock holdings.

     (9) Percentage is based on the total 9,583,173 currently outstanding shares
     of  Common  Stock   combined  with  the  110,891  shares  of  Common  Stock
     beneficially  owned by Jeanene Morgan by virtue of her right to convert the
     Series B  Preferred  Stock to  Common  Stock,  for a  presumptive  total of
     9,694,064 shares outstanding. These figures are an expression of beneficial
     ownership only and do not mean that an actual conversion of Preferred Stock
     holdings to common stock has taken place.  As of March 17, 2003, Ms. Morgan
     had not converted any portion of her Series B Preferred Stock holdings.

     (10) If all current  shareholders of Series D Preferred stock had converted
     their  preferred  stock to common  stock on March 17,  2003,  it would have
     resulted  in  the  company's  obligation  to  issue  44,210,526  shares  of
     restricted  common  stock.  This  issuance  would have  increased the total
     number of outstanding  shares to 53,793,699 and would have made the current
     Preferred D stockholders  82.19% owners of the total outstanding  shares of
     the company's common stock.


     The following table sets forth, as of March 17, 2003 the name, address, and
the number of shares of the Preferred  Stock,  held of record or beneficially by
each person who held of record, or was known by the Company to own beneficially,
more than 5% of the 4,156,030  shares of Preferred Stock issued and outstanding,
and the  name  and  shareholdings  of each  director,  and of all  officers  and
directors as a group.


<TABLE>
<S>                         <C>                        <C>                        <C>


Series of Preferred          Name and Address of             Number of Shares         Percent of
      Stock                  Beneficial Owner             Beneficially Owned (1)        Class
--------------------------   --------------------------   ----------------------   ---------------
                             Cardinal Equities, LLC
                              711 S. Carson Street
Series A Preferred Stock     Carson City, NV 89701           500,000                    12%
--------------------------   --------------------------   ----------------------   ---------------
                             Richard Anthony
                             109 Hermosa St.
Series D Preferred Stock     Pismo Beach, CA 93449           1,000,000 (2)              24%
--------------------------   --------------------------   ----------------------   ---------------

                               EXECUTIVE OFFICERS
                             AND DIRECTORS
                             ==========================
--------------------------   --------------------------   ----------------------   ---------------
                             Adam Anthony
                             276 Encanto Ave
Series D Preferred Stock     Pismo Beach, CA 93449           1,000,000                  24%
--------------------------   --------------------------   ----------------------   ---------------
                             Adam Anthony
                             276 Encanto Ave
Series B Preferred Stock     Pismo Beach, CA 93449           136,638                    3.3%
--------------------------   --------------------------   ----------------------   ---------------
                             David Nelson
                             850 E. Ocean Blvd., #1301
Preferred Stock              Long Beach, CA 90802            0                          N/A
--------------------------   --------------------------   ----------------------   ---------------
                             Jeanene Morgan
                               18937 Goodvale Rd.
Series B Preferred Stock     Canyon Country, CA 91351        10,834                     < 1%
--------------------------   --------------------------   ----------------------   ---------------
                             Steve Aquavia
                               4214 Arch Drive, #7
Preferred Stock              Studio City, CA 91604           0                          N/A
--------------------------   --------------------------   ----------------------   ----------------
                            ALL EXECUTIVE OFFICERS &
                             DIRECTORS AS A GROUP            1,147,472                  27.6%
--------------------------   --------------------------   ----------------------   ----------------

</TABLE>

                                       35
<PAGE>


     (1) The  number  of  shares  beneficially  owned by the  entities  above is
     determined  under rules  promulgated by the SEC and the  information is not
     necessarily indicative of beneficial ownership for any other purpose. Under
     such  rules,  beneficial  ownership  includes  any  shares  as to which the
     individual has sole or shared voting power or investment power and also any
     shares which the individual has the right to acquire within 60 days through
     the exercise of any stock option or other right.  The  inclusion  herein of
     such shares,  however,  does not  constitute  an  admission  that the named
     stockholder is a direct or indirect beneficial owner of such shares. Unless
     otherwise  indicated,  each  person or  entity  named in the table has sole
     voting  power and  investment  power (or shares  such power with his or her
     spouse) with respect to all shares of capital stock listed as owned by such
     person or entity.

     (2) Of these  shares,  900,000 were  originally  issued to Adam Anthony and
     Richard  Anthony  (450,000 each) as Series A Preferred  Stock in connection
     with the Company's  acquisition of its wholly owned subsidiary,  Prime Time
     Media Solutions  ("Prime Time").  1,100,000 of these shares were originally
     issued  as  Series  A  Preferred  Stock to Mark  Jones  and  Chuck  Cody in
     connection with the Company's acquisition of Prime Time. As a result of the
     settlement  of a lawsuit  between  Prime Time and  Messrs.  Jones and Cody,
     these  1,100,000   shares  were  returned  to  the  Company.   The  Company
     subsequently  determined  that the rights and  designations of the Series A
     Preferred Stock  represented  inequitable  consideration for the Prime Time
     acquisition.  At a special  meeting of the Company's  board of directors on
     October  11,  2001,  the  board  reissued  the  900,000  shares of Series A
     Preferred  Stock to Adam Anthony and Richard  Anthony as Series D Preferred
     Stock.  The board also reissued the 1,100,000  shares of Series A Preferred
     Stock,  which were part of the original  purchase  price of Prime Time,  to
     Adam Anthony and Richard Anthony as Series D Preferred Stock. Each share of
     Series D Preferred  Stock is entitled  to vote  twenty-five  (25) shares of
     Common  Stock and is  convertible  into the same  number of fully  paid and
     non-assessable shares of Common Stock, equal to the par value of the shares
     of Series D being converted plus accrued but unpaid  dividends,  divided by
     95% of the  average  of the daily  closing  price for the five  consecutive
     trading days prior to conversion.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


ITEM 13. EXHIBITS AND REPORTS ON FORM 8K

     (a) Exhibits.  Exhibits  required to be attached by Item 601 of Regulations
S-B are  listed  in the  Index to  Exhibits  beginning  on page 19 of this  Form
10-KSB, which is incorporated herein by reference.

(b) A Form 8-K was filed on the  Company's  behalf on June 14,  2002  announcing
Robert McNeill's  resignation as a Director and Jeanene Morgan's  appointment as
the Company's Chief Financial Officer.

ITEM 14  CONTROLS AND PROCEDURES

Our Chief  Executive  Officer,  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.

                                       36

<PAGE>





                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 10th day of April, 2003.
                                            Thaon Communications, Inc.

                                            By: /s/ Adam Anthony
                                               -------------------------
                                            Adam Anthony, President

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act 1934,  this report has been duly signed  below by the  following  persons on
behalf of the Registrant and in the capacities and on the dates indicated.


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


/s/ Adam Anthony       President, Chief Executive Officer,
---------------------- and Director                             April 10, 2003
Adam Anthony


/s/ Jeanene Morgan     Chief Financial Officer,
---------------------- Secretary, Treasurer                     April 10, 2003
Jeanene Morgan


/s/ Steve Aquavia      Director                                 April 10, 2003
----------------------
Steve Aquavia


/s/ David Nelson       Director                                 April 10, 2003
----------------------
David Nelson



                                       37
<PAGE>

                           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 Annual Report of Thaon Communications, Inc. (the
"Company") on Form 10-KSB for the period ending  December 31, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Adam Anthony,  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:

       a.     are  responsible  for  establishing  and  maintaining   disclosure
              controls and  procedures  for the Company;
       b.     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;
       c.     have  evaluated  the  effectiveness  of the  Company's  disclosure
              controls and procedures  within 90 days of the date of the Report;
              and
       d.     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):

       a.     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
       b.     any fraud,  whether or not material,  that involves  management or
              other  employees  who  have a  significant  role in the  Company's
              internal controls.

   (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/ Adam Anthony
-----------------------------
Adam Anthony, President
April 10, 2003

                                       38
<PAGE>



                    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 Annual Report of Thaon Communications, Inc. (the
"Company") on Form 10-KSB for the period ending  December 31, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Jeanene Morgan,  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:

       a.     are  responsible  for  establishing  and  maintaining   disclosure
              controls and  procedures  for the Company;
       b.     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;
       c.     have  evaluated  the  effectiveness  of the  Company's  disclosure
              controls and procedures  within 90 days of the date of the Report;
              and
       d.     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):

       a.     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
       b.     any fraud,  whether or not material,  that involves  management or
              other  employees  who  have a  significant  role in the  Company's
              internal controls.

   (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/ Jeanene Morgan
-----------------------------
Jeanene Morgan,
Chief Financial Officer
April 10, 2003

                                       39
<PAGE>




                                INDEX TO EXHIBITS
EXHIBIT  PAGE
NO. NO. DESCRIPTION

3.1      *             Articles of Incorporation of the Company.

3.2      *             Bylaws of the Company.

10.1     *

10.2                   Consulting Agreement with Magnum Financial Group

21.1     **            Subsidiaries of Registrant

23.1                   Consent of Kabani & Company

99.1                   Certification Pursuant to 18 U.S.C. Section 1350, as
                       adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                       of 2002

99.2                   Certification Pursuant to 18 U.S.C. Section 1350, as
                       adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                       of 2002


* Previously  filed as indicated and  incorporated  herein by reference from the
referenced filings previously made by the Company.

** Filed herewith.

                                       40
<PAGE>


                                  EXHIBIT 21.1

                              LIST OF SUBSIDIARIES
                              --------------------
                                       OF
                                       --
                           THAON COMMUNICATIONS, INC.
                           --------------------------



1. CastPro, L.L.C. was organized in California.

2. PTS TV, Inc. d/b/a Prime Time Media Solutions was incorporated in Texas.

3. Legal Broadcast Company was incorporated in Nevada.

4. Prime Time Distribution, Inc. was incorporated in Nevada.

5. The Clover, Inc. was incorporated in Nevada


                                       41

<PAGE>

                                  EXHIBIT 23.1
                           CONSENT OF KABANI & COMPANY



INDEPENDENT AUDITORS' REPORT


To the Stockholders and Board of Directors
Thaon Communication, Inc.

We  have  audited  the   accompanying   consolidated   balance  sheet  of  Thaon
Communication, Inc., a Nevada Corporation and subsidiaries (the "Company") as of
December  31,  2002  and the  related  consolidated  statements  of  operations,
stockholders'  deficit and cash flows for the years ended  December 31, 2002 and
2001. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Thaon Communication,
Inc. and  subsidiaries as of December 31, 2002 and the results of its operations
and its cash flows for the years ended  December 31, 2002 and 2001 in conformity
with accounting principles generally accepted in the United States of America.

The Company's consolidated financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  The Company has  accumulated  deficit of  $22,311,372 at December 31,
2002,  including net losses of $1,882,444  and  $18,663,892  for the years ended
December 31, 2002 and 2001,  respectively.  The Company has shareholders deficit
of $4,847,499 at December 31, 2002. These factors as discussed in Note 17 to the
financial  statements,  raises  substantial doubt about the Company's ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  17.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.



KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Fountain Valley, California
March 28, 2003

<PAGE>



                                                                    Exhibit 99.1
                            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  Annual  Report  of  Thaon  Communications,  Inc.  (the
"Company") on Form 10-KSB for the period ending  December 31, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Adam Anthony,  President of the Company, 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/ Adam Anthony, President
----------------------------
Adam Anthony, President
April 10, 2003


<PAGE>



                                                                    Exhibit 99.2

                            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  Annual  Report  of  Thaon  Communications,  Inc.  (the
"Company") on Form 10-KSB for the period ending  December 31, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Jeanene Morgan, Chief Financial Officer of the Company,  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/ Jeanene Morgan
----------------------------------------
Jeanene Morgan, Chief Financial Officer
April 10, 2003