SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-KSB

Annual report under Section 13 or 15(d) of the  Securities  Exchange Act of 1934
for the fiscal year ended December 31, 2000.

Transition  report under Section 13 or 15(d) of the  Securities  Exchange Act of
1934

Commission file number: 0-30583


                           THAON COMMUNICATIONS, INC.
                           --------------------------
                     (Name of Small Business in its charter)

      Nevada                                                    87-0622329
     ---------                                                 --------------
(State of Incorporation)                                   (IRS Employer ID No.)


                      1543 W. Olympic Boulevard, 6th Floor
                          Los Angeles, California 90015
                          -----------------------------
                    (Address of principal executive offices)


                                 (213) 252-7050
                                 --------------
                         (Registrant's telephone number)


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

Title of Each Class                                        Name of Each Exchange
To be Registered                                            on which registered
--------------------                                     -----------------------
Common Stock, $0.001 par value                                   None

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 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 [ ]

                                       1
<PAGE>

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

Yes [ ] No [X]

         State issuer's revenues for its most recent fiscal year. $190,271*

* On a pro-forma  basis,  giving effect to the  acquisition  of Prime Time Media
Solutions,  revenues would have been  $27,227,608.  See "Pro Forma  Consolidated
Statement of Operations".

         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  computed by the  average  bid and asked  prices of such
common equity was $118,227,500 on March 23, 2001.

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

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

Yes [ ] No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  59,291,000 as of March 23,
2001


         Transitional Small Business Disclosure Format (check one):

Yes [ ] No [X]

         In addition to  historical  information,  this Annual  Report  contains
forward-looking  statements.  These  forward-looking  statements  are subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially from those  reflected in these  forward-looking  statements.  Factors
that might  cause such a  difference  include,  but are not  limited  to,  those
discussed  in the section  entitled  "Management's  Discussion  and  Analysis of
Financial  Position and Results of  Operations."  Readers are  cautioned  not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  opinions  only as of the date hereof.  The Company  undertakes  no

                                       2
<PAGE>

obligation  to revise or publicly  release the results of any  revision to these
forward-looking  statements.  Readers should  carefully  review the risk factors
described  in other  documents  the  Company  files  from  time to time with the
Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q
to be filed by the Company in fiscal year 2001.

Item 1.  DESCRIPTION OF BUSINESS

         INTRODUCTION
         ------------

         1. Thaon  Communications,  Inc. a Nevada  corporation (the "Company" or
"Thaon"),  operating through its wholly owned  subsidiaries,  CastPro.com,  LLC,
("CastPro.com") and Prime Time Media Solutions("Prime Time").  CastPro.com is in
the business of webcasting  events live from location and delayed  webcasts over
the Internet.  The  acquisition of Prime Time added much more than a significant
revenue stream.  Prime Time's  expertise in media planning and placement will be
of valuable  assistance to CastPro.com's  quest to become the dominant player in
the webcasting  market,  and  CastPro.com's  unique Remote  Wireless  Webcasting
Technology  ("RWWT")  provides  an ideal  platform  for  bringing  Prime  Time's
marketing  expertise to the limitless  domain of the Internet.  The  combination
allows us to provide clients with  unequalled  access to the marketing power and
exposure that T.V. and the web combined can offer.

         The  Company was  originally  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 the activity of
seeking and developing  mining  properties and has been inactive after 1991, and
became  essentially a dormant shell without assets or  liabilities.  On November
29,  1999,  the Company  changed its name to  CastPro.com,  Inc. On December 31,
1999, the Company entered into a stock for stock  exchange,  whereby it acquired
all of the stock of CastPro.com,  LLC, a newly organized California  corporation
formed to  conduct  the  webcast  business,  in  exchange  for the  issuance  of
8,000,000 additional shares of its Common Stock. In November 2000,  CastPro.com,
Inc. changed its name to Thaon Communications,  Inc. On December 29, 2000, Thaon
acquired all of the outstanding  stock of Prime Time Media Solutions in exchange
for 3,000,000 shares of Series A Preferred Stock.

         The Company files Annual  Reports on Form 10-KSB and Quarterly  Reports
on Form 10-QSB with the Securities and Exchange Commission.

         The public may read and copy any  materials  the Company files with the
SEC at the SEC's Public  Reference Room at 450 Fifth Street,  N.W.,  Washington,
D.C. 20549. State that the public may obtain information on the operation of the
Public  Reference  Room  by  calling  the SEC at  1-800-SEC-0330.  If you are an
electronic  filer,  state that the SEC  maintains an Internet site that contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers that file electronically with the SEC and state the address of that site
(http://www.sec.gov).

                                       3
<PAGE>

         2. Business

Television and the Internet: New Communications Frontier

         Television has dominated the world's media  landscape for the last half
century, and remains the world's primary medium for communication and marketing.
The  Internet is emerging as a leading  challenger  to  television's  dominance,
providing a fully interactive environment where consumers can participate at the
same level as major content providers.  These two giants - and the space between
them - will define the  communications  landscape for the opening decades of the
21st century.

         Broadcasting,  the dominant form of communication  for the last half of
the  20th  century,  is  rapidly  fading  away.  Its  place  is  being  taken by
"narrowcasting":  accurate  delivery of tailored content to specific  audiences.
Both  television  and the  Internet are  evolving  toward the ultimate  goals of
providing the users with the content they want, when they want it, and providing
corporate  communicators with exactly the audiences they want to reach.  Thaon's
mission is to identify and exploit these emerging communication channels.

         Thaon is a  holding  company,  with  subsidiaries  occupying  different
niches  along the border  between TV and the  Internet,  a model that allows the
Company to reap the benefits of both specialization and diversification.  At the
end of its first year as a company, Thaon has two subsidiaries,  CastPro.com and
Prime  Time  Media  Solutions.   CastPro.com  is  a  leader  in  webcasting,   a
revolutionary  technique  using streaming video - technology that allows content
to be passed  over the web  without  actual  downloading,  at a speed  scaled to
individual  connections - to deliver the  equivalent  of a television  broadcast
over the Internet.  CastPro.com has developed  advanced Remote Wireless  Webcast
Technology (RWWT) allowing  efficient on-site  interactive  webcasting of events
ranging from concerts and sporting events to corporate press conferences.  Prime
Time Media  Solutions  specializes in media  planning and  placement,  using its
experience and expertise to provide  advertisers  with  accurately  targeted and
cost-effective  exposure  for  their  media  campaigns.   Prime  Time  maintains
relationships  with every major television  station in the country and possesses
an extensive  database of  information  relating to the  performance  history of
each. The use of this  historical  data,  combined with  innovative  strategies,
makes Prime Time a favorite  among many  companies and a growing choice for more
and more  companies  using  direct  response  television  to grow their  brands.
Together,  Thaon's  subsidiaries  provide clients with unequalled access to both
mediums,  an  enormous  asset to  corporations  that would like to utilize  both
television and the Internet to effectively communicate with their clients.

         In this past year,  Thaon has  developed a firm and highly  competitive
foothold in two crucial and  compatible  niches,  establishing  a solid base for
growth.  Further  acquisitions  are being pursued,  and management is focused on
profitable,  well-managed  companies that are positioned to complement  existing
holdings.  By selecting  acquisitions  that maintain  strong  presences in their
existing niches and strong  potential for expansion into  neighboring  ones, the
Company intends to build  shareholder  value and reinforce Thaon's position as a
dynamic interface through the use of television and the Internet.

                                       4
<PAGE>

CastPro.com:

         The  Internet is the  fastest-growing  medium in history,  but Internet
content  providers  have yet to encroach on much of the  territory  dominated by
television. Sports fans use the Internet to check scores, but watch games on TV.
Investors  trade  on the  net,  but  turn on  financial  cable  programs  to see
interviews  with CEOs and  analysts.  Music fans  download mp3 files,  but watch
concerts on TV. Advertisers - the critical element in developing profitability -
place banners on web and product  descriptions on their websites,  but to market
product,  they still turn to TV.  Internet  companies  must learn to exploit the
proven revenue-generating models pioneered by television and take full advantage
of the unique interactive capacities of the Internet.  Webcasting - the delivery
of live or pre-recorded material to Internet users in a television-like format -
is a key to this evolution of the Internet.

         Traditional  web  casting  techniques  require  the  installation  of a
high-capacity  ISDN line to the site of the event to be covered,  which requires
as much as three  weeks lead time in the US and far  longer in other  countries.
Large  quantities of equipment must be set up before the event and removed after
it, reducing  flexibility and increasing  costs.  CastPro.com uses an integrated
package  called  Remote  Wireless  Webcast  Technology  (RWWT)  to  avoid  these
obstacles,  allowing for the  webcasting of events with as little as a few hours
of lead time and with minimal impact on the event site.

         CastPro.com's  RWWT  technology  is packaged in  single-vehicle  Mobile
Production  Units  (MPUs),  each of  which  is a  self-contained  mobile  studio
containing of all digital microwave equipment that allows instantaneous wireless
transmission  of the  captured  content  to  servers  linked  directly  into the
Internet  backbone.  Each MPU carries an experienced  production team,  assuring
direct,  seamless delivery of high-quality coverage.  Wireless technology allows
far greater  flexibility,  mobility,  and efficiency than  traditional wire line
webcasting, and combines these advantages with substantial reductions in cost.

         Industry  observers  place the current  total market for  webcasting at
between  $800  million  and $1 billion,  and  estimate  that  growth  rates will
approach  100% per  year  over the next  three  to five  years.  CastPro.com  is
approaching  this  huge and  rapidly  growing  market  with  the only  currently
available  fully  wireless  webcasting   technology,   a  critical   competitive
advantage. The company has added to this capacity by adding a digital production
studio in downtown Los Angeles,  allowing the Company to produce  economical and
effective  live and  pre-recorded  studio  webcasts.  The value provided by this
package  has  attracted  a  diverse  list  of  clients,   including   Microsoft,
Time-Warner Communications, iBeam, Worldwide Wireless Networks, Viewcast.com and
Infinity  Broadcasting  (INF).  CastPro.com's  webcasts  have  ranged  from rock
concerts  and  athletic  events  to live  coverage  of the  Democratic  National
Convention.

                                       5
<PAGE>

         With current headquarters in Los Angeles, the entertainment  capital of
the world, CastPro.com has developed a webcast capacity expansion plan that will
place  facilities in other proven markets as the market  embraces the technology
offered.  The  Company  will  focus  its  expansion  on  two  selected  markets:
entertainment and corporate communications.

Entertaining Webcasts

         Webcasts are  revolutionizing  the entertainment  business,  one of the
world's most  dynamic and  fastest-growing  industries.  Imagine  watching  your
favorite  performer  live onstage over the  Internet,  and being able to request
songs as you do. Imagine  watching a major sporting event,  and chatting in real
time with fans  around the world at the same time.  Imagine  watching  an awards
ceremony,  and voting for your favorites during the program.  CastPro.com's live
webcast  coverage brings this kind of interaction  with real-time  events out of
the world of the imagination and onto your monitor.

         Streaming  media  webcasting  is  tailor-made  for  the   entertainment
industry.  Interactive  webcasts  will bring  entertainment  to  audiences in an
entirely  new way:  instead  of  sitting  in front of the  television  and being
passive  consumers of packaged  entertainment,  viewers will be able to interact
with and respond to  entertainment  events as the events  occur,  and to discuss
them with other  viewers all in real time.  The system is a dream come true both
for viewers and for advertisers,  who can use the instant-feedback  potential of
the Internet to gain new and invaluable  knowledge  about their target  markets,
and to allow  potential  customers to immediately  acquire  further  information
about advertised products.

         In the year 2000, CastPro.com took its revolutionary  technology to the
streets, demonstrating its value and effectiveness in the world of entertainment
and earning a solid place on the ground  floor of  delivering  entertainment  to
Internet  audiences.  The Company has a running  agreement to provide  streaming
video content for KROQ-FM,  the leading radio station in Los Angeles,  including
exclusive concert footage,  and webcast KROQ's latest "Weenie Roast", one of the
biggest  annual  musical  events in the  popular  music  capitol  of the  world.
CastPro.com  web cast  Napster's  "Limp Bizkit Live" concert on August 10, 2000,
along with concerts by Toni Braxton, NCAA sports events, the Democratic National
Convention, and other major events.

         The company's goal for the year 2000 was to prove that it could provide
innovative  and  cost-effective  webcasts  of a wide  variety  of  entertainment
events.  That goal has been achieved.  In the coming year,  CastPro.com plans to
build on this solid base of entertainment  coverage,  expanding coverage to more
and  larger  musical,  sporting,  and other  entertainment  events  over a wider
geographical range.  Castpro.com will now also be able to utilize its new studio
to stream live shows and corporate  disclosures  over the web thereby opening an
additional high margin revenue stream..

                                       6
<PAGE>

Webcasting for Corporate Communications

         The  entertainment  industry  provides  enormous  visibility and range.
Entertainment,  however,  is  primarily  paid for by  users  and  sponsors,  and
Internet  companies  that have relied  purely on this form of revenue have often
encountered  difficulty in meeting  revenue  targets.  Viewing  streaming  media
online requires a high speed Internet  connection;  these will  proliferate over
the  coming  months,  but are  found  today  in a  small  minority  of  consumer
households.  To achieve rapid  revenue  growth and maximize  shareholder  value,
CastPro.com  needs to  create a  collection  of  totally  unique  communications
services for clients that already have high speed internet connections.

         Finance was the first  industry to be  revolutionized  by the Internet.
First came the runaway popularity of online stock trading,  followed by a deluge
of  investment-related   information.  Today  virtually  every  publicly  traded
corporation  has harnessed  the Internet for the delivery of investor  relations
materials,  and  practically  all  serious  investors  are armed with high speed
Internet  connections.  This creates a new problem for corporate  communicators:
how to make their  material and their  company  stand out among the thousands of
their rivals  competing  for the eyes and dollars of the  investment  community.
Forward-looking  executives are turning to a new weapon in the Internet arsenal:
the live webcast capability of CastPro.com.

         Today,  for  the  first  time  in  history,  individual  investors  are
investing for their own accounts, and more equity shares are held by individuals
rather than by institutions. This phenomenon has moved investor relations out of
the  smoke-filled  rooms and into the mass  media,  as publicly  held  companies
strive to attract  investors  and  investors  seek  information  to guide  their
decisions.  SEC regulations  passed in October 2000 require expanded  disclosure
practices on the part of public companies,  and live webcasts were identified as
one of only three means for  compliance.  This law created a built in demand for
live webcasting services, and Castpro is responding to this demand aggressively.

         CastPro.com  captures  and streams live or recorded  conference  calls,
analyst  conferences,   shareholder  meetings,  merger  announcements,   product
announcements  and press  conferences.  Multimedia  packages of company profiles
showcase  top-level  executives  of public and  private  companies.  Unlike most
webcasts,  which are like  television  shows,  CastPro.com  embraces  the unique
interactive aspect of the Internet and builds chat, polling,  and other forms of
interactivity into its presentations. This provides corporate communicators with
an  invaluable  tool  for  assessing  the  impact  of  their  presentations  and
communicating directly with shareholders.


Prime Time Media Solutions: The Leader in Media Planning and placement

         Prime Time Media Solutions has been contracted to purchase  hundreds of
millions  of  dollars  worth  of  productive  media  time  for  some of the most
recognizable  brands in the  world.  Prime  Time is a  recognized  leader in the
fast-growing  field of  direct  response  advertising  and a  specialist  in the

                                       7
<PAGE>

integration  of  direct  response   advertising  and  conventional   advertising
campaigns. This expertise in developing, implementing, and assessing advertising
campaigns  is  a  critical  element  in  Thaon's  approach  toward   integrating
traditional and Internet media solutions.

         CastPro.com acquired Prime Time Media Solutions, then called Prime Time
Sports Television,  on December 29, 2000. The acquisition was a critical step in
CastPro.com's  evolution into Thaon, and its move from the specialized territory
of webcasting to a broader position at the junction  between  television and the
Internet.

         At the time of the  acquisition,  Prime Time Sports  Television was the
acknowledged leader in direct response  advertising  placement and management in
the huge  sports/fitness/health  sector.  Prime  Time  Sports TV  managed  media
planning and placement for some of the most  recognizable and profitable  direct
response  campaigns  in  media  history,  representing  a list of  clients  that
includes  Rossignol and Dynastar Skis, Adams Golf,  Cleveland Golf, Orlimar Golf
and a dozen  other major golf  brands.  Health and  fitness  brands  using Prime
Time's services include Vita-Power vitamins,  Perfect Buns and Thighs, and other
major  health and  fitness  brands.  Prime Time  Sports  Television  planned and
implemented  the fastest  rollout in  infomercial  history with the Billy Blanks
TaeBo aerobics program,  which Direct Marketing Magazine has called "the hottest
infomercial  in the country" and "the biggest  infomercial  ever".  Prime Time's
placement and management  campaign played a vital role in making the Tae Bo name
a  household  word  across  the world  resulting  in over 1  million  television
customers in less than 5 months.

         As a unit of Thaon,  Prime Time Sports  Television has changed its name
to Prime  Time  Media  Solutions,  and is  bringing  its  expertise  beyond  the
sports/health/fitness sector. Managers at both Thaon and Prime Time believe that
the timing of this move is ideal. In late 1999, Prime Time launched a short form
media division,  branching  outside the infomercial world for the first time. In
2000,  Prime Time acquired short form clients Sony Direct Music and Mantra Films
(a division of Mandalay Entertainment), a strong indication of the appeal of the
services  offered by the company.  Advertisers  anywhere  look for success,  and
Prime Time's combination of a wide and satisfied client base with recent stellar
success  should  enable the company to continue  and  effectively  expand into a
broader base of direct response sectors.


Direct Response Advertising: Accountable and Effective Media Strategies

         Direct Response  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 e-mail,  a check in the mail or a credit  card  order,
among other things, but it is always a direct contact with a potential customer.
This is a marked  contrast to  traditional  institutional  "image"  advertising,
which  focuses  on  entrenching  the  seller's  brand  name  in the  mind of the
prospective  customer,  and hoping that this brand recognition will convert to a
purchase somewhere down the line.

                                       8
<PAGE>

         Direct   Response   Advertising   has   considerable   advantages  over
traditional  methods.  Possibly  the  most  significant  is  accountability.   A
traditional "image" advertising campaign will place expensive  advertisements in
a variety of venues,  many of which are extremely  costly.  Overall sales totals
may give some hint of the overall effectiveness of the campaign, but there is no
way to know which outlets are actually  generating  the response.  An advertiser
can  easily  toss  hundreds  of  thousands  of  dollars  into an outlet  that is
generating no results at all,  without  knowing it. By  generating  quantifiable
responses,  Direct  Response  Advertising  allows  advertisers  to  measure  the
contacts or income  produced by each individual  advertisement  or commercial or
mailing.  Different  ads can be tested on the same  medium to see which ad works
best;  the same ad run in  different  magazines  reveals  which medium draws the
greatest  response.  The result is a highly  targeted  and  efficient  marketing
campaign.

         Direct Response Advertising is often associated with the program-length
"infomercials"  widely  distributed  on TV.  While  this is a  popular  and very
effective form of Direct Response  Advertising,  there are many other varieties,
and the technique is by no means limited to the less-known  brands commonly seen
on infomercials. Corporate giants like Microsoft, Time-Warner, Proctor & Gamble,
AT&T and Honda are using direct response  advertising,  particularly  short-form
(30-second,  60-second  and  120-second  spots) as an effective  way to generate
consumer  leads and sales.  Pharmaceutical  companies  have embraced  short-form
direct  response  advertising  with a fervor  since the FDA lifted  restrictions
preventing marketing prescription drugs via television.

         Prime Time Media Solutions  approaches the fast-growing Direct Response
Advertising  market  with an  unexcelled  record of  performance  and a uniquely
customer-friendly  business  philosophy.  Since its  inception,  Prime  Time has
adopted a policy of making  consulting  services  available at no cost. This may
appear to casual observers to be a waste of precious  resources,  but experience
has confirmed that as clients avail of these free  services,  the level of trust
and respect that develops convinces them that Prime Time is an ideal partner for
their media campaigns.


A Year of Preparation

         2000 was a  remarkable  year for Prime  Time  Media  Solutions,  a year
marked by significant  diversification and important internal developments.  The
phenomenal success of the Billy Blanks TaeBo infomercial was the company's prime
achievement  in 1998 and 1999.  Each of those years  yielded over $50 million in
sales and an abundance of vital  experience.  Recognizing  that the structure of
the  company  and its  internal  systems  would not  support  growth to the $100
million  per year level and  beyond,  management  undertook  an  aggressive  and
disciplined  effort to replace both elements.  The company was  restructured  in
2000 and the internal media  management  system was replaced with a state of the
art platform that has the company well prepared for  unlimited  growth.  Despite
this concentrated  internal focus and an absence of Tae Bo Aerobics,  Prime Time
generated $28 million in revenues for the year.  With a stronger and more stable
base to build upon, the company is now aggressively pursuing new business.

                                       9
<PAGE>

         Prime Time's new and enormously  improved Media management  system, has
been custom-tailored and provides advantages unmatched by any competitor.  Prime
Time Media  Solutions now subscribes to all available  Nielsen rating  services.
The  ability to use the  Nielsen  system in  conjunction  with  Direct  Response
analysis processes allows clients to accurately evaluate the impact and exposure
they  receive for each  advertising  dollar in  addition to tracking  the direct
return on investment for each piece of media purchased. This system allows Prime
Time to plot and track media  responses  to the second and assess  exactly  what
portions of the advertising are creating responses on the part of the buyers and
which parts are weak. It also allows  customization  of reports for each client,
with electronic  transmission of data  specifically  relevant to their corporate
goals.  This  improved  system is a major  element  in Prime  Time's  aggressive
pursuit of major-brand clients that prefer short-form advertising, a market that
encompasses  billions of dollars spent annually on the strict brand  advertising
preferred by major corporate clients.

         The Thaon  acquisition has long-term  implications for Prime Time Media
Solutions,  moving the Company onto the front of the communications frontier and
positioning it to exploit the inevitable  explosion of dollars spent on Internet
streaming  video  programming.  The  combination of Prime Time's  expertise with
media  production  and  planning and  CastPro's  intimate  familiarity  with the
management  of  streaming  video  webcasts  creates a powerful  presence  at the
cutting edge of Internet advertising.


Item 2.  Description of Property.

         The Company lease approximately 13,700 square feet of office and studio
space located in Los Angeles, California at a monthly rental of $16,820.

Item 3.  Legal Proceedings.

         None.

Item 4.  Submission of Matter to a Vote of Security Holders.

         None.

                                     PART II

Item 5.  Market For Common Equity and Related Stockholder Matter.

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

         The high and low  closing  bid and ask prices for the year 2000 and for
the period ending March 23, 2001 are as follow:

                                       10
<PAGE>

                       CLOSING BID                     CLOSING ASK
2000               HIGH           LOW              HIGH            LOW
----               ------------------              -------------------
JAN. 3
THRU              7                5               8                 6
MAR. 31

APR. 3
THRU              8                7               8.50              8
JUNE 30

JULY 3
THRU              8.625            8               9.125             8.50
JULY 20

JULY 21
THRU              4.59375          3               4.75              3.25
SEPT. 29
(After a 3 for 1 split)

OCT. 2
THRU              5.35             3.9375          5.5625            4.25
NOV. 27

NOV. 28
THRU              3.0625           1.9375          3.25              2.15625
DEC. 29
(After a 2 for 1 split)

JAN. 2
THRU              2.75             2.03125         2.875             2.125
MAR. 23


         As of March 23,  2001,  there  were 662 share  holders of record of the
Company's common stock.

         In connection  with the acqusition of all of the  outstanding  stock of
Prime Time Media Solutions in December 2000, the Company issued 3,000,000 shares
of its Series A Preferred  Stock,  of which  1,000,000  shares are subject to an
earn out. The Preferred Stock is convertible into shares of the Company's common
stock of the Preferred Stock being converted  divided by 95% of the market value
of the common stock on the date of conversion.

                                       11
<PAGE>

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations General.

         Thaon  Communications,  Inc.  is  a  conglomerate  structured  to  take
advantage of emerging  opportunities  as a result of the  implementation  of new
technology in the worldwide communications industry. Thaon's corporate family is
based on a business model that joins the strength of high revenue companies with
the development and perfection of advanced  technologies that can be practically
applied in the  marketplace.  This structure has a tangible effect future growth
and should  positively  affect earnings as the technology is introduced into the
existing business stream.  Thaon's two wholly owned subsidiaries are CastPro.com
and Prime Time Media Solutions:

         CastPro  provides  Live  Web  casting  and  Video  On  Demand  (V.O.D.)
services.  Its mobile production units (MPM) utilize Remote Wireless  Webcasting
Technology  (RWWT) that  reduces the cost of delivery for  on-location  live web
casts. The company currently maintains MPU'S, as well as live digital production
studio and a professional editing suite in downtown Los Angeles, California with
wireless  footprints  throughout  L.A. and also in Las Vegas.  Satellite  access
through  partnerships with satellite  providers are available to provide broader
live coverage when needed:

         Prime Time Media  Solutions is a media  planning and  placement  agency
company  located in San Luis Obispa,  California.  Prime Time provides both long
form and short form advertising media placement for their customers.  Prime Time
offers a broad  range of  consulting  services  for optimum  placement  of their
clients'  advertising.  Prime Time has developed several in house analysis tools
to  continuously   monitor  media  performance,   thereby  allowing  for  timely
adjustments to media campaigns to optimize results.

         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 2000 VERSUS YEAR 1999.  Net sales for the year ended  December 31,
2000 were $190,271  versus 0 in the year ended December 31, 1999. Net sales on a
proforma  basis,  if the acquisition of Prime Time had taken place on January 1,
2000, would have been $27,228,000. The net loss for 2000 was $1,461,034 compared
to a net loss of  $298,250  in  1999.  The net  losses  can be  attributable  to
increased overhead and start up expenses associated with the developmental stage
period  of the  Company's  history.  The net loss on a  proforma  basis,  if the
acquisition  of Prime Time had taken  place on January 1, 2000,  would have been
$727,000. This reduction in net loss is a result of the profitable operations of
Prime Time of $681,000 for fiscal 2000.  Basic & Diluted net loss per share for
2000 was $0.03 per share versus $0.12 per share in 1999.  Net loss on a proforma
basis would have been $0.012 per share.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         As of  December  31,  2000,  the  Company  had $32,079 in cash and cash
equivalents, a decrease of $98,864 from the balance at December 31, 1999. During
2000, the Company  experienced  negative cash flow from operating  activities of
$816,621.  The negative cash flow from  operations  was partially  offset by net
loan  proceeds of $630,000  and payment of advance  subscriptions  from  private
placements of common stock of $422,781.  The company used $335,224 for investing
activities,  primarily  in  fixed  assets,  consisting  of  state of the art web
casting  production  equipment and two state of the art mobile  production units
for remote,  on location web casting.  Accounts  receivable at December 31, 2000
consist mainly of media receivables as a result of the acquisition of Prime Time
versus $ 0 accounts  receivable at December 31, 1999.  Prepaid media expenses of
$376,942 and Note  receivable  - related  parties of $868,476 are related to the
acquisition of Prime Time. The Note  receivable - related  parties is secured by
inventory of a related company, which inventory is valued, on a lower of cost or
market,  equivalent  to the note amount.  Property and  Equipment of $761,102 at
December  31, 2000  compares to  $281,706 at December  31, 1999 and  consists of
computer  equipment,  office  equipment  and web cast  production  equipment  as
discussed  above.  It is not  anticipated  that the Company  will have in future
significant capital  expenditures.  Net receivable - Others of $231,660 consists
of a note issued by a client of Prime Time for services  performed and is deemed
collectable  in full.  Goodwill of $5,871,861 is a result of the  acquisition of
Prime Time Media Solutions and represents the difference between the cost of the
company  acquired  and  the  fair  value  of  the  net  assets  at the  time  of
acquisition.  Thaon issued  2,000,000  shares of Class A  convertible  preferred
stock,  $1.00 par  value,  for the  acquisition,  with an  additional  1,000,000
shares,  held in an escrow  account,  to be issued  upon  Prime  Time  achieving
certain  operating  goals in the year 2001.  Thaon  believes  that the  goodwill
number  has  value  since  Prime  Time  operations   contributed  in  excess  of
$27,000,000  in revenue  and profits of  $681,000  to the  company.  The deficit
working capital  position will be addressed by operating  profits in addition to
private  placement of Thaon common stock should  management feel it necessary to
raise additional capital.

Item 7.  Financial Statements.

         The response to this item is  submitted  as a separate  section of this
Form 10-KSB. See item 14.

Item 8.  Changes in and Disagreements with Accountants

         Changes in Registrant's Certifying Account.

         Effective February 15, 2001, the principal independent accountant, Brad
Haynes resigned as the Registrants' independent accountant.  The reports of Brad
Haynes on the financial  statements of the Company filed with the Securities and

                                       13
<PAGE>

Exchange Commission contained no adverse opinions or disclaimers of opinion, and
were not modified as to  uncertainty,  audit  scope,  or  accounting  principles
during the past two years or the interim period to September 30, 2000.

         During the past two fiscal  years and all  subsequent  interim  periods
through  the  date  of  resignation   on  February  15,  2001,   there  were  no
disagreements  between the Company and Brad Haynes,  whether or not resolved, on
any  matter  of  accounting   principles  or  practices,   financial  statements
disclosure,  or  auditing  scope or  procedure  which,  if not  resolved to Brad
Hayne's  satisfaction,  would have  caused it to make  reference  to the subject
matter of the  disagreements in connection with its reports.  Further during the
past two fiscal years the audit  reports  issued by Brad Hayne's did not contain
an  adverse  opinion  or  disclaimer  of  opinion,   or  were  qualified  as  to
uncertainly, audit scope or accounting principles.

         On February 15, 2001, the Company engaged the firm of Kabani & Company,
Inc. of Fountain Valley, California, as independent accountants for the Company,
Prior to February 15, 2001,  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 decision to change  accountants was recommended and approved by the
Board of Directors of the Company.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Person; 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               34        President and Director

         Robert McNeill             56        Chief Financial Officer, Secretary
                                              and Director

         Mark Jones                 34        Director, President of Prime Time
                                              Media Solutions

         Each  director's  serves  until his or her  successor  is  elected  and
approved.

                                       14
<PAGE>

Management

Adam Anthony - President and Director

Adam Anthony is a co-Founder of Prime Time Media Solutions, and was CEO of Prime
Time's when that company was acquired by the Company. A former golf all-American
and touring  professional,  his experience in the golf industry was instrumental
in developing Prime Time's application of Direct Response Advertising techniques
to the sports,  health, and fitness industries.  Under Mr. Anthony's leadership,
Prime Time achieved well over $50 million in annual  revenues  within four years
of its founding.

Robert S. McNeill - Director and Chief Financial Officer and Secretary

Robert S.  McNeill  has over 24 years of  experience  in  corporate  finance and
financial  services.  He served as Regional Vice President of Security  National
Bank, managing the Financial Institutions Department and implementing the bank's
Private Banking Department. He has also served as Senior Vice President of Sanwa
Bank,  California,  where he  developed  and  implemented  business  development
strategies,  and as  Corporate  Finance  Operations  officer for the Midwest and
Regional Vice President for Pacific  National Bank. He is intimately  acquainted
with the financing and financial management needs of growth-stage companies, and
his  experience  provides a vital  perspective  on the  effective  management of
growth.


Mark  Jones  -  President,   Prime  Time  Media   Solutions,   Director,   Thaon
                Communications

Mark Jones,  a co-Founder  of Prime Time Media  Solutions,  played a key role in
establishing  paid  programming on regional  sports networks across the country.
His media  planning and placement  experience  includes  time as National  Sales
Manager for a San Antonio-based media firm and extensive  consulting  experience
as a media  placement  specialist.  His  strong  relationships  with  television
networks  nationwide  have allowed Prime Time Media Solutions to provide premium
television  time  slots  at  highly  competitive  rates,  a key  element  of the
company's  growth.  Mark's unique  combination of creative  thinking,  practical
experience,  and skill at developing innovative media strategies has made him an
invaluable asset in Prime Time's quest to gain maximum  cost-effective  exposure
for our clients.

Item 10. Executive Compensation.

         The  following  table  sets forth the  annual  compensatislet  paid and
accrued  by the  Company  during its last  fiscal  year to,  including  cash and
issuance  of  securities.  The  Company  has not paid any officer or director in
excess of $100,000 in any year.

                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                             Summary Compensation
                                                             --------------------
                                  Annual Compensation           Awards       Payouts
                                  -------------------           ------       -------
                                               Other                         Secur-
Name                                           Annual           Restricted   ities                         All Other
and                                         Compensation        Stock        Underlying        LTIP        Compen-
Principal             Salary       Bonus                        Award(s)     Options/         Payouts      sation
Position Year          ($)          ($)           $              ($)         SARs (#)           ($)         ($)
---------             ------       -----    ------------        --------     --------         -------      ------
<S>                  <C>             <C>         <C>              <C>           <C>              <C>         <C>
                                     $0          $0               0             0                0           0

Corey K. Quinn       $24,730         $0          $0               0             0                0           0
2000
Co-President and
Director (1)
2000

Simon Talbot         $24,730         $0         $0                0             0                0           0
Co-President and
Director (1)

James Ocon           $49,460         $0         $0                0             0                0           0
2000
Acting CEO and
Director (1)
</TABLE>

All officers and directors as a group: $164,710 -- (1) Messrs. Quinn, Talbot and
Ocon are no longer officers, directors or employees of the Company

         On April  28,  2000,  the  Company's  Board of  Directors  adopted  the
CastPro.com,  Inc. 2000 Nonqualified  Stock Option Plan, and reserved  6,000,000
shares for future issuance  thereunder.  The Board thereafter  issued a total of
630,000  Options,  to acquire 630,000 Shares of the Company's Common Stock, to 8
employees,   including   officers   and   directors,   including   Corey   Quinn
(150,000options),  and Simon Talbot  (150,000  options).  The options  vested on
November  1,  2000,  expire  on  December  31,  2010 if not  exercised,  and are
exercisable at an exercise price of $1.10. per share. Subsequent to the issuance
of the options 227,000, thereof were cancelled because of the termination of the
employment for cause of the holders of the options.

                                       16
<PAGE>

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

                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


                                            Beneficial                Percentage
Name and Address                            Ownership                 of Class
-----------------------                     -------------             ----------

Corey K. Quinn (1)                          5,500,000                  10.7%
% W.F. Davis
11400 W. Olympic Blvd.
2nd Floor
Los Angeles, CA. 90064

Simon G. Talbot                             5,500,000                  10.7%

All current directors                          -0-                      N/A
and officers as a group (2 persons)

(1) Messrs.  Quinn and Talbot  resigned as officers and directors of the Company
in August 2000.

* This address also applies to all persons listed.


Item 12. Certain Relationship and Related Transactions.

         On  December  31,  1999,  the  Company  entered  into a Share  Exchange
Agreement,  whereby it acquired 400 shares of the common  stock of  CastPro.com,
LLC, a California Limited Liability Company  (hereinafter  "LLC"),  representing
100% of LLC's outstanding  common stock, from the LLC shareholders,  in exchange
for the issuance by the Company to the LLC Shareholders of 48,000,000  shares of
the Company's Common Stock.

         In addition,  and the Company issued a total of 4,950,000 shares of its
common  stock in 1999 to two of the  Company's  creditors,  in exchange  for the
cancellation  of $825,000 in principal and accrued  interest owed by the Company
to said entities. In 2000, the Company issued a total of 3,810,000 shares of its
common stock in exchange for  cancellation  of $635,000 in principal and accrued
interest to said  creditors.  In 2000, the Company also issued 200,000 shares of
its common against consulting fees of $100,000.

         On December 29, 2000 the Company acquired all of the outstanding  stock
of Prime Time Media  Solutions  in  exchange  for  2,000,000  shares of Series A
convertible  preferred stock of the Company.  An additional  1,000,000 shares of
Series A  convertible  preferred  stock  were  placed  into  escrow  subject  to
allianment of specific  gross revenues and pre-tax net income for the year ended
December 31, 2001.

                                       17
<PAGE>

Item 13. Exhibits and Reports on For 8-K.

         (a)      None.

Item 1   Index to Exhibits

         3(i)     Articles of Incorporation
         3(ii)    Bylaws

         4        Instruments  defining  rights of security  holders,  including
                  indentures.

                  None.

         9        None

         10       Material Contracts

                  (a) Shares Exchange Agreement

                  (b) Facility's Lease Agreement

                  (c) Stock Purchase Agreement- Prime Time Media Solutions

                  (d) CastPro.com, Inc. 2000 Nonqualified Stock Option Plan

         21       Subsidiaries of the Registrant

                  Name                      Domicile
                  -------                   -----------
                  CastPro.com, LLC          California

                  Prime Time Media          Texas
                  Solutions

         24       Power(s) of Attorney

Item 14. Financial Statements

         The following financial statements are filed as a part of this report:

                  -  Consolidated  Balance  Sheets as of  December  31, 2000 and
                     1999.
                  -  Statement  of  Operation  for the years ended  December 31,
                     2000 and 1999.
                  -  Consolidated  Statements  of  Shareholder's  Equity for the
                     years ended December 31, 2000 and 1999.
                  -  Consolidated  Statement  of Cash  Flows for the year  ended
                     December 31, 2000 and 1999.

                                       18
<PAGE>


                          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 (formerly,  Castpro.com, Inc.), a Nevada Corporation and the
subsidiaries (the "Company") as of December 31, 2000 and the related  statements
of  operations,  stockholders'  equity and cash  flows for the year then  ended.
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 audit. The financial statements as of December
31, 1999 and for the year then ended, were audited by other auditor whose report
dated February 24, 2000, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  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 audit  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Thaon
Communication,   Inc.  and   subsidiaries  as  of  December  31,  2000  and  the
consolidated  results of their operations and their  consolidated cash flows for
the year then ended in conformity with generally accepted accounting principles.


By: /s/ Kabani & Company, Inc.
------------------------------
        KABANI & COMPANY, INC.
        CERTIFIED PUBLIC ACCOUNTANTS

Fountain Valley, California
March 24, 2001

                                      F-1
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>
                             ASSETS                                      2000           1999
                                                                  -----------    -----------
<S>                                                               <C>            <C>
CURRENT ASSETS:
         Cash & cash equivalent                                   $    32,079    $   130,943
         Media receivable, net                                      1,713,850           --
         Prepaid expenses                                              32,964         44,124
         Prepaid media expenses                                       376,942           --
         Note receivable - related parties                            868,476           --
         Other current assets                                          11,229           --
                                                                  -----------    -----------
                   Total current assets                             3,035,540        175,067

PROPERTY AND EQUIPMENT, net                                           761,102        281,706

OTHER ASSETS:
         Note receivable - Others                                     231,660           --
         Goodwill, net                                              5,871,861           --
         Deposits                                                      33,322         99,777
                                                                  -----------    -----------
                                                                  $ 9,933,485    $   556,550
                                                                  ===========    ===========

         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
         Accounts payable                                         $   252,652    $      --
         Accrued expenses                                             174,955         21,800
         Media payable                                              3,228,695           --
         Deferred media revenue                                       998,872           --
         Note payable-current                                         126,400           --
         Customers Credits                                            281,492           --
                                                                  -----------    -----------
                   Total current liabilities                        5,063,066         21,800

Note Payable - Long term                                              138,922           --

COMMITMENTS

STOCKHOLDERS' EQUITY
         Class A convertible preferred stock, $1 par value;
         authorized shares, 25,000,000; issued
         and outstanding shares, 2,000,000 in 2000, -0- in 1999     2,000,000           --
         Common stock, $.001 par value;
         Authorized shares 100,000,000; issued and outstanding
         59,291,000 in 2000, 55,281,000 in 1999                        59,294         55,284
         Additional paid in capital                                 4,008,706        777,716
         Advance subscription                                         422,781           --
         Accumulated deficit                                       (1,759,284)      (298,250)
                                                                  -----------    -----------
                   Total stockholders' equity                       4,731,497        534,750

                                                                  -----------    -----------
                                                                  $ 9,933,485    $   556,550
                                                                  ===========    ===========
</TABLE>

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

                                      F-2
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEAR ENDED DECEMBER 31, 2000 AND 1999

                                             2000                        1999
                                     ------------                ------------

Net revenue                          $    190,271                $       --

Total operating expenses                1,649,297                     297,450
                                     ------------                ------------
Loss from Operations                   (1,459,026)                   (297,450)

Non-Operating Income (expense):
           Interest expense                  (408)                       --
                                     ------------                ------------
Loss before income taxes               (1,459,434)                   (297,450)

Provision for income taxes                  1,600                         800
                                     ------------                ------------
Net Loss                             $ (1,461,034)               $   (298,250)
                                     ============                ============

Basic weighted average number of
    common stock outstanding*          57,256,479                   2,476,068
                                     ============                ============

Basic net Loss per share             $      (0.03)               $      (0.12)
                                     ============                ============

Diluted weighted average number of
    common stock outstanding*          57,369,834                   2,476,068
                                     ============                ============

Diluted net Loss per share           $      (0.03)               $      (0.12)
                                     ============                ============

*        The  Basic  and  diluted   weighted  average  number  of  common  stock
         outstanding have been adjusted retroactively to effect recapitalization
         upon reverse merger on December 31, 1999 and forward stock split of 3:1
         on July 25, 2000 and 2:1 on November 20, 2000.

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

                                      F-3
<PAGE>

                           THAON COMMUNICATIONS, INC.
                         (FORMERLY, CASTPRO.COM, INC.)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  FOR THE YEAR ENDED DECEMBER 31, 2000 & 1999
                                 (SPLIT TABLE)
<TABLE>
<CAPTION>
                                                                Preferred Stock                       Common Stock
                                                                ---------------                       ------------
                                                           Number of                      Number of                   Additional
                                                             Shares         Amount          Shares       Amount    paid in capital
                                                           ---------   ---------------   -----------   -----------   -----------

<S>                                                        <C>         <C>               <C>           <C>           <C>
Recapitalization upon reverse merger                            --     $          --       2,331,000   $       389   $      (389)

Issuance of Common stock in exchange for LLC shares             --                --      48,000,000         8,000          --

Issuance of Common stock for satisfaction of debt               --                --       4,950,000           825       824,175

Net Loss for year ended December 31, 1999                       --                --            --            --            --

To effect forward stock split                                   --                --            --          46,070       (46,070)

                                                           ---------   ---------------   -----------   -----------   -----------
Balance, December 31, 1999                                      --                --      55,281,000        55,284       777,716

Issuance of Common stock for consulting services                --                --         200,000           200        99,800

Issuance of Common stock for satisfaction of debt               --                --       3,810,000         3,810       631,190

Issuance of preferred stock in exchange for
    PTS TV shares                                          2,000,000         2,000,000          --            --       2,500,000

Advance subscription for Common stock                           --                --            --            --            --

Net Loss for year ended December 31, 2000                       --                --            --            --            --

                                                           ---------   ---------------   -----------   -----------   -----------
Balance, December 31, 2000                                 2,000,000   $     2,000,000    59,291,000   $    59,294   $ 4,008,706
                                                           =========   ===============   ===========   ===========   ===========
</TABLE>

<TABLE>
<CAPTION>
                                                           Advance     Accumulated    Stockholders'
                                                         Subscription    Deficit         Equity
                                                         -----------   -----------    -----------
<S>                                                      <C>           <C>            <C>
Recapitalization upon reverse merger
                                                         $      --     $      --      $      --
Issuance of Common stock in exchange for LLC shares
                                                                --            --            8,000
Issuance of Common stock for satisfaction of debt
                                                                --            --          825,000
Net Loss for year ended December 31, 1999
                                                                --        (298,250)      (298,250)
To effect forward stock split
                                                                --            --             --

Balance, December 31, 1999                               -----------   -----------    -----------
                                                                --        (298,250)       534,750
Issuance of Common stock for consulting services
                                                                --            --          100,000
Issuance of Common stock for satisfaction of debt
                                                                --            --          635,000
Issuance of preferred stock in exchange for
    PTS TV shares
                                                                --            --        4,500,000
Advance subscription for Common stock
                                                             422,781          --          422,781
Net Loss for year ended December 31, 2000
                                                                --      (1,461,034)    (1,461,034)

Balance, December 31, 2000                               -----------   -----------    -----------
                                                         $   422,781   $(1,759,284)   $ 4,731,497
                                                         ===========   ===========    ===========
</TABLE>

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

                                      F-4
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEAR ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>
                                                                             2000           1999
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
           Net Loss                                                   $(1,461,034)   $  (298,250)
           Adjustments to reconcile net loss to net cash used in
           operating activities (net of acquisitions):
                      Depreciation and amortization                        94,411         32,297
                      Issuance of shares for consulting services          100,000          8,000
                      (Increase) / decrease in current assets:
                                 Media receivable                         (12,744)          --
                                 Prepaid expenses                          28,857        (44,124)
                                 Deposits                                  71,355       (103,244)
                                 Other assets                              (2,150)        (1,433)
                      Increase / (decrease) in current liabilities:
                                 Accounts payable                         179,039           --
                                 Accrued expenses                         125,001         26,700
                                 Media payable                             60,644
                                                                      -----------    -----------
                      Net cash used in operating activities              (816,621)      (380,054)
                                                                      -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
                      Cash received from acquisition of business           15,121           --
                      Acquisition of property & equipment                (350,345)      (314,003)
                                                                      -----------    -----------
                      Net cash used in investing activities              (335,224)      (314,003)
                                                                      -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
                      Net proceeds from Loans                             630,200        825,000
                      Proceeds from sale of common stock                     --             --
                      Advance subscription                                422,781           --
                                                                      -----------    -----------
                      Net cash provided by financing activities         1,052,981        825,000
                                                                      -----------    -----------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENT                         (98,864)       130,943

CASH & CASH EQUIVALENT, BEGINNING BALANCE                                 130,943           --
                                                                      -----------    -----------

CASH & CASH EQUIVALENT, ENDING BALANCE                                $    32,079    $   130,943
                                                                      ===========    ===========
</TABLE>

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

                                      F-5
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

1.     DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

The Company was originally  incorporated  under the name  Engineering  Services,
Inc. ( a Nevada Corporation),  on July 13, 1984. The Company changed its name to
Deep Earth, Inc. in November, of 1998. The Company was originally engaged in the
activity of seeking and developing mining properties and has been inactive after
1991, and became  essentially a dormant shell without assets or liabilities.  On
November 29, 1999, the Company changed its name to Castpro.com, Inc. On December
31,  1999,  the  Company  entered  into a stock for stock  exchange,  whereby it
acquired  all of the stock of  Castpro.com,  LLC, a newly  organized  California
corporation  formed  to  conduct  the web cast  business,  in  exchange  for the
issuance of 8,000,000  additional  shares of its Common  Stock.  On December 29,
2000, the Company entered into a stock for stock  exchange,  whereby it acquired
all of the outstanding stock of Prime Time Media Solutions,  a Texas corporation
(PTS) doing  business of acquiring and selling media time. On November 27, 2000,
the Company  changed its name to Thaon  Communication,  Inc. Prior to October 1,
2000, the Company was a development stage company.

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

PTS was formed on May 23, 1996. PTS is a diversified media company  specializing
in reaching targeted  audiences.  PTS buys media time from various  broadcasting
networks and sells to its clients.  PTS 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.


2.     PRINCIPLES OF CONSOLIDATION

The   Consolidated   Financial   Statements   include  the   accounts  of  Thaon
Communication, Inc. and its wholly owned subsidiaries CASTPRO.COM, LLC and Prime
Time Media Solutions.  All significant  inter-company  transactions and balances
have been eliminated for the year ended December 31, 2000 and 1999.

                                      F-6
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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.

Property & Equipment

Property  and  equipment  is  carried  at cost.  Depreciation  of  property  and
equipment is provided using the  straight-line  method over the estimated useful
lives of the assets.  Expenditures  for  maintenance  and repairs are charged to
expense as incurred.

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.

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". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share for all periods  presented  has been  restated to reflect the  adoption of
SFAS No. 128. 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.

                                      F-7
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

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 proforma disclosure of what net income and earnings
per share would have been had the Company adopted the new fair value method. The
implementation  of this  standard  did not  have  any  impact  on the  Company's
financial statements.

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.

Media Receivable

Media  receivable  represents  media time invoiced and already aired through the
year end.

Prepaid Media Expenses

Prepaid Media Expenses represents  purchased television airtime scheduled to air
subsequent to the balance sheet date.

Media Payables

Media payables  represents  television  time aired and payable to a broadcasting
network but not paid through the year end.

Customer credits

Customer  credits  represents  advance payments by customers or credit issued to
customer for media time already aired.

                                      F-8
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

Deferred media revenue

Deferred media revenue represents media time invoiced to the customers but to be
aired in the subsequent year.

Web site development costs

In March  2000,  the  Emergency  Issues  Task  Force  (EITF) of FASB  issued its
consensus  under  EITF-00-02.  Per the consensus,  certain costs incurred in the
development of a Web site should be  capitalized.  According to the EITF,  those
costs  incurred  in  developing  a software  program  should be  capitalized  in
accordance  with Statement of Position (SOP) 98-1,  "Accounting for the costs of
Computer  Software  Developed or obtained for internal use".  Capitalization  of
software  development  costs  begins  upon the  establishment  of  technological
feasibility.  The  establishment  of  technological  feasibility and the ongoing
assessment of recoverability of capitalized  software  development costs require
considerable  judgment by management with respect to certain  external  factors,
including,  but not limited to, anticipated future revenues,  estimated economic
life, and changes in software and hardware  technologies.  The Company  expenses
web  site  development  costs,  which  are  allocated  for  preliminary  project
development, web site general and maintenance.

Costs of start-up activities

In April 1998, the ASEC of AICPA issued SOP No. 98-5, "Reporting on the costs of
start-up  activities",  effective for fiscal years  beginning after December 15,
1998. SOP 98-5 requires the costs of start-up  activities and organization costs
to be expensed as incurred.  The  implementation of this standard did not have a
material impact on the Company's financial statements.

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 is being amortized on the straight-line basis over 15 years. As
of December 31, 2000, goodwill was $5,871,861.

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

                                      F-9
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

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.

Revenue Recognition

Revenue is recognized when earned. Web conferencing  customers are charged a fee
based on each participant's  actual time on the conference,  which is recognized
as revenue upon  completion  of the  conference.  Customers are charged a fee to
upload  visuals for web  conferences,  which is also  recognized as revenue upon
completion of the conference.

Web streaming  customers are charged for content  encoding and hosting.  Content
encoding is the  conversion  of the  customer's  media into formats which can be
accessed over the internet  using widely  available  media players and, for some
customers,  indexing the media to facilitate search and reporting  capabilities.
Revenue from content  encoding is  recognized  when the content is available for
viewing  over the  Internet.  Hosting is the  maintenance  of the content on the
Company's servers and, for some customers, providing access to information about
content usage. Revenue related to content hosting is recognized ratably over the
hosting period.

PTS recognizes  revenue for media placement  services when the  advertisement is
aired.  Costs related to  insignificant  obligations,  which  include  telephone
support  for  certain  products,  are  accrued.   Provisions  are  recorded  for
concessions  and bad debts.  Cost of revenue  includes direct costs to buy media
placement services.  PTS recognizes a corresponding expense in Costs of Revenues
as station media expense.

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.  Allowance  for bad debts as of December 31, 2000 and 1999,  amounted to
$609,341 and ___ $-0-, respectively.

Advertising

The Company expenses advertising costs as incurred.

Segment Reporting

Thaon  Communication,  Inc. allocates  resources and assesses the performance of
its sales  activities as one segment.  During the years ended  December 31, 2000
and 1999, the Company only operated in one segment therefore segment  disclosure
has not been presented.

                                      F-10
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

Issuance of Shares for Service

Valuation of shares for services is based on the estimated  fair market value of
the services performed.

Recent Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133  "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133  establishes  accounting and
reporting  standards  requiring  that  every  derivative  instrument  (including
certain derivative  instruments  embedded in other contracts) be recorded on the
balance sheet as either an asset or liability  measured at its fair value.  SFAS
No. 133  requires  that  changes in the  derivative's  fair value be  recognized
currently in earnings  unless specific hedge  accounting  criteria are met. SFAS
No. 133, as amended by SFAS No. 137 and SFAS No.  138, is  effective  for fiscal
quarters of fiscal years  beginning  after June 15, 2000.  This statement is not
applicable to the Company.

In June 1999, the Financial Accounting Standards Board ("FASB") issued Financial
Accounting  Standards  (SFAS) No. 136,  "Transfer of Assets to a  Not-for-Profit
Organization or Charitable Trust that raises or Holds Contributions for Others."
This statement is not applicable to the Company.

In June 1999, the FASB issued  Financial  Accounting  Standards  (SFAS) No. 137,
"Accounting for Derivative Instruments and Hedging Activities." The Company does
not expect  adoption of SFAS No. 137 to have a material  impact,  if any, on its
financial position or results of operations.

In June 2000, the FASB issued  Financial  Accounting  Standards  (SFAS) No. 138,
"Accounting  for Certain  Instruments  and  Certain  Hedging  Activities."  This
statement is not applicable to the Company.

In June 2000, the FASB issued  Financial  Accounting  Standards  (SFAS) No. 139,
"Rescission  of FASB  Statement No. 53 and  Amendments to Statements No. 63, 89,
and 121." This statement is not applicable to the Company.

In September 2000, the FASB issued Financial  Accounting Standards SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of Liabilities,  and a replacement of FASB Statement No. 125." This statement is
not  applicable to the Company.

                                      F-11
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

In December  1999, the  Securities  and Exchange  Commission  (the "SEC") issued
Staff  Accounting  Bulletin ("SAB") No. 101,  "Revenue  Recognition in Financial
Statements."  SAB No. 101 summarizes the SEC's views on the  application of GAAP
to revenue recognition.  In June 2000, the SEC released SAB No. 101B that delays
the implementation date of SAB 101 until no later than the fourth fiscal quarter
of fiscal year  beginning  after December 15, 1999. The Company has reviewed SAB
No. 101 and believes that it is in compliance with the SEC's  interpretation  of
Revenue recognition.

In March 2000, the FASB issued  Interpretation  No. 44,  "Accounting for Certain
Transactions  involving Stock  Compensation." This Interpretation  clarifies (a)
the  definition of employee for purposes of applying APB Opinion No. 25, (b) the
criteria for determining whether a plan qualifies as a no compensatory plan, (c)
the accounting consequence of various modifications to the terms of a previously
fixed stock  option or award,  and (d) the  accounting  for an exchange of stock
compensation   awards  in  a  business   combination.   The   adoption  of  this
Interpretation has not had a material impact on the Company's financial position
or operating results.

Reclassifications

Certain  amounts in the 1999  financial  statements  have been  reclassified  to
conform with the 2000 presentation


4.     NOTES RECEIVABLE

As of  December  31,  2000,  the Company  has a note  receivable  from a Company
related  through common  management,  amounting  $852,931.  The Note is interest
free, secured by the inventory and due by September 30, 2001.

As of December  31,  2000,  the Company  has a note  receivable  from an officer
amounting $15,545. The note is unsecured, interest free and due on demand.

As of December 31, 2000, the company has a note receivable  amounting  $231,660,
which is interest free, unsecured and due by April 3, 2002.


5.     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, the present value
of minimum  lease  payments.  Depreciation  and  amortization  of  property  and
equipment  are  computed  using  the  straight-line  method  over the  following
estimated useful lives:

                                      F-12
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

             Equipment and Computers                5 years
             Leasehold Improvements                 5 years (term of lease)
             Furniture, Fixtures and Vehicles       5 years

Property and equipment consists of the following:

                                                    2000         1999
                                              ----------   ----------
             Computer                         $  240,960   $   66,388
             Equipment                           266,125      234,713
             Furniture and fixtures               33,500       11,002
             Vehicles                            520,861        1,900
             Leasehold improvements                5,445         --
                                              ----------   ----------
                                               1,066,891      314,003
             Less: accumulated depreciation
               & amortization                    305,789       32,297
                                              ----------   ----------

             Property & Equipment (net)       $  761,102   $  281,706
                                              ==========   ==========



6.     NOTES PAYABLE

The Company has a note payable on December 31, 2000 amounting $50,000,  which is
non interest bearing, unsecured, and due on demand.

The  Company has a note  payable on December  31,  2000  amounting  $47,412,  is
unsecured, bears an interest rate of 10% per year and is due by August 25, 2000.

The Company has Notes payable under various capital leases  amounting  $167,910.
The notes are secured by the assets being leased,  bear  interest  rates ranging
from  7.2% to 17.7% and are due by  various  dates  through  May 15,  2005.  The
monthly  installment  ranges  from $80 to $680.  Total  current  portion  of the
capital lease obligation is $28,988.

The current maturity of notes payable,  including capital lease obligations,  is
as follows:

                Year Ended December 30
                ----------------------
             2001              $126,400
             2002                31,740
             2003                44,012
             2004                49,696
             2005                13,474
                               --------
            TOTAL              $265,322
                               ========

                                      F-13
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

7.     INCOME TAXES

No provision was made for Federal  income tax since the Company has  significant
net  operating  loss  carryforwards.  Through  December  31,  2000,  the Company
incurred  net  operating  losses for tax purposes of  approximately  $1,760,000.
Differences  between  financial  statement and tax losses  consist  primarily of
depreciation  was  immaterial  at December  31,  2000.  The net  operating  loss
carryforwards  may be used to reduce  taxable  income through the year 2015. Net
operating  loss for  carryforwards  for the State of  California  are  generally
available to reduce taxable income  through the year 2005. 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 net  deferred tax asset  balance as of December  31, 2000 was  approximately
$703,700.  A 100% valuation  allowance has been established against the deferred
tax assets, as the utilization of the loss  carrytforwards  cannot reasonably be
assured.


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
effected a 2-for-1  stock split of its common stock and  increased the number of
authorized  shares  to  100,000,000.  All  share  and per  share  data have been
retroactively  restated to reflect these stock split,  change in the  authorized
shares.

Preferred Stock

On November 28, 2000, the Company  amended its Certificate of  Incorporation  to
provide for the issuance of preferred stock. The Company is authorized to issued
25,000,000  shares of Preferred  stock of $1 par value.  In connection  with the
acquisitions of PTS, 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 PTS. The Class A convertible  Preferred
stock shall be entitled to receive 6% per annum  dividend,  in preference to any
other class.  Class A convertible  Preferred  stock shall,  at the option of the
holder thereof,  be convertible into fully paid share of common stock,  equal to

                                      F-14
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

the par value of the Class A convertible  Preferred  stock being  converted plus
accrued and unpaid  dividends,  divided by 95% of the market price of the common
stock.  The Class A  convertible  Preferred  stock  shall be  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 Class A convertible Preferred stock into common stock.

Common stock

On December  31, 1999,  the company  entered  into a Share  Exchange  Agreement,
whereby it acquired 400 shares of the common stock of LLC  representing  100% of
the LLC's outstanding  common stock,  from the LLC shareholders,  in exchange of
the issuance by the Company to the LLC Shareholders of 48,000,000  shares of the
Company's Common Stock.

In 1999, the Company  issued a total of 4,950,000  shares of its common stock to
two of the Company's creditors,  in exchange for the cancellation of $825,000 in
principal and accrued interest owed by the Company to said entities.

In 2000, the Company  issued a total of 3,810,000  shares of its common stock to
the  Company's  creditors,  in  exchange  for the  cancellation  of  $635,000 in
principal and accrued interest owed by the Company to said creditors.

In 2000,  the Company  issued a total of 200,000 shares of its common stock to a
consultant against the consulting fees of $100,000.

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.   Accordingly,   no  compensation  expense  has  been
recognized for the stock option.  Had compensation  expense for the stock option
plan been  determined  based on the fair value of the  options at the grant date
consistent  with  the  methodology   prescribed  under  Statement  of  Financial
Standards No. 123, "Accounting for Stock-Based  Compensation," the Company's net
loss would have been  increased by $174,147 in 2000.  Basic and diluted net loss
per share after recording the option cost would be $.029 per share. The weighted
average fair value of the options  granted  during 2000 was estimated  using the
Black-Scholes option pricing model at $0.28, using the following assumptions:

                           Risk-free interest rate            6.0%
                           Expected life (years)              3
                           Expected volatility                101.3%
                           Expected dividends                 None

                                      F-15
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

A summary of option transactions during the years ended December 31, 2000 is
shown below:

Number of options outstanding on January 1, 2000                   --

Number of options granted in 2000                               630,000

Number of options outstanding on December 31, 2000              403,000

Number of options exercisable at December 31, 2000              403,000

Weighted average exercise price per share outstanding
       and per share exercisable                               $   1.10

Total compensation cost recognized in 2000
       for stock based compensation awards                     $   --

Grant date fair value of options granted in 2000               $174,147

Weighted average grant date fair value
      of options granted in 2000                               $   0.54

Weighted average remaining contractual
      life of options outstanding and exercisable              10 years

No options were exercised in 2000.  During 2000,  230,000  options  expired.  No
options  were  granted  prior to January 1, 2000.  The  calculation  of the fair
values of the options, under the minimum value method, assumes that no corporate
dividends will be issued prior to exercise of the options,  and that the options
will be exercised immediately prior to the exercise expiration date.

As  of  December  31,  2000,  the  Company  has  received  $422,781  in  Advance
Subscription for 94,114 common shares to be issued subsequent to the year end.

9.     ACQUISITION

Effective  December  31,  1999 the  Company  acquired  400 shares of Castpro LLC
(representing  100% of all shares) for 48,000,000 shares of the Company.  At the
time of the business combination, the Company was an active public shell and had
no assets or liabilities.  Since the former controlling  shareholders of the LLC
controlled the Company after the business combination,  the transaction has been
accounted for as a reverse acquisition.

On December 29, 2000, the Company  acquired all of the outstanding  stock of PTS
(a Texas  Corporation) in exchange for 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

                                      F-16
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

attainment  of at least a specific  gross  revenue and pre tax net income target
for the year ended  December 31, 2001 by PTS. The preferred  stock was valued at
$2.25 per share  which  approximates  the per share  market  price of the common
stock of the Company at the time of  acquisition.  The acquisition was accounted
for by the purchase  method of accounting.  The results of operations of PTS 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 $5,871,861.

The following un-audited pro forma financial information assumes the acquisition
of PTS occurred at the beginning of the year in which the acquisition took place
and, for comparative  purposes,  at the beginning of the  immediately  preceding
year. These results have been prepared for  informational  purposes only and are
not necessarily indicative of the operating results that would have occurred had
the acquisition been made as discussed above. In addition, they are not intended
to be a projection of future results (in thousands):


Year Ended
December 31, 2000 December 31, 1999
-----------------------------------------

       Revenues                         $    27,228,000    $   60,200,000
       Net income (loss)                $      (627,000)   $   (1,377,453)
       Net income per share - basic     $        (0.011)   $        (0.56)
       Net income per share - diluted   $        (0.011)   $        (0.31)


10.    COMMITMENTS

Operating Leases

The Company occupies  certain office space and uses certain  equipment and motor
vehicles  under lease  agreements  expiring at various dates  through 2004.  The
leases generally require the Company to pay for utilities,  insurance, taxes and
maintenance,  and some contain  renewal  options.  Total rent expense charged to
operations was $90,096 in 2000, $18,540 in 1999.

Future  minimum  payments  relating  to  operating  leases  are as  follows  (in
thousands):

                                2001           $ 120,368
                                2002              55,490
                               -----           ---------
 Total future minimum lease payments           $ 175,858
                                               =========

                                      F-17
<PAGE>

                           THAON COMMUNICATIONS, INC.
                          (FORMERLY, CASTPRO.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

11.    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 Company  did not pay any amount for tax or  interest  during the years ended
December 31, 2000 and 1999.

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

(1)    On July 14, 2000, the Board of Directors of the Company  declared a 3 for
       1 forward Stock split  effective July 21, 2000. On November 20, 2000, the
       Company effected a 2-for-1 stock split of its common stock.

(2)    Effective  December  31, 1999 the Company  acquired 400 shares of Castpro
       LLC  (Representing  100% of all  shares)  for  48,000,000  shares  of the
       Company.

(3)    On December 29, 2000, the Company  acquired all of the outstanding  stock
       of PTS (a Texas Corporation) in exchange for 2,000,000 shares of series A
       convertible  Preferred stock of the Company.  The cash flow statements do
       not include  acquisition of following  assets and liabilities of PTS (the
       acquired Company):

                      Current assets                           $  3,212,287
                      Non-current assets                            223,462
                      Current liabilities                         4,642,464
                      Long term liabilities                         112,296

(4)    The Company issued common stock against  satisfaction of debt of $635,000
       and $825,000 in the year ended December 31, 2000 and 1999, respectively.

                                      F-18
<PAGE>

                                   SIGNATURES

                           Thaon Communications, Inc.

                           By:/s/ Adam Anthony
                           -------------------
                                  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           Chief Executive Officer,              April 5, 2001
    ------------           President and Director
    Adam Anthony          (Principal Executive Officer)


/s/ Robert S. McNeill      Chief Financial Officer,              April 5, 2001
    -----------------      Secretary and Director
    Robert S. McNeill     (Principal Financial Officer)


/s/ Mark Jones             Director                              April 5, 2001
    ----------
    Mark Jones