As filed with the Securities and Exchange Commission on December 6, 2001

File No. 333-                             Commission file number: 0-30583

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          THAON COMMUNICATIONS, INC
                          -------------------------
            (Exact name of registrant as specified in its charter)

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

        1529 West Olympic Boulevard, Suite 100, Los Angeles, CA 90015
        -------------------------------------------------------------
                   (Address of Principal Executive Offices)

             2001 Stock Option Plan of Thaon Communications, Inc.
             ----------------------------------------------------
                           (Full Title of the Plan)

  Adam Anthony, 1529 West Olympic Boulevard, Suite 100, Los Angeles, CA 90015
 ----------------------------------------------------------------------------
          (Name, Address, Including Zip Code, of Agent for Service)

  Telephone number, including area code, of agent for service: 213-252-7050

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                        Proposed        Proposed
                         Amount of      Maximum         Maximum         Amount of
          <S>                <C>           <C>             <C>             <C>
Title of Securities to  Shares to be    Offering Price  Per Aggregate   Registration
    be Registered         Registered      Share (1)     Offering Price  Fee
  Common Stock, par
    value $0.001         10,000,000        0.115         1,150,000        $303.60
===================== ============== =============== ============================
</TABLE>

      (1)   Bona Fide estimate of maximum offering price solely for calculating
            the registration fee pursuant to Rule 457(h) of the Securities Act
            of 1933, based on the average bid and asked price of the
            registrant's common stock as of November 29, 2001, a date within
            five business days prior to the date of filing of this registration
            statement.

      In addition, pursuant to Rule 416 (c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

                                      Total number of pages:                 11
                                      Index to Exhibits is located on page:   5


                                      1

<PAGE>


         PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933

      Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings      Prospectus Heading

Item 1 Plan Information                               Section 10(a) Prospectus

Item 2 Registrant Information and                     Section 10(a) Prospectus
       Employee Plan Annual Information

          PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by Thaon Communications, Inc., a Nevada
corporation (which may hereafter be referred to as "we", "us", or "our(s)"),
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated herein by reference:

      1.    Our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2000.

      2. All reports filed by us with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year ended December 31, 2000.

      3. The description and specimen certificate of our common stock, par value
$0.001 ("Common Stock"), contained in our registration statement under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

      Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such securities then remaining unsold, all reports and other documents
subsequently filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
1934 Act shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

      Our Common Stock being registered pursuant to this registration statement
is part of a class of securities registered under Section 12 of the Exchange
Act. A description of such securities is contained in our registration statement
under the Exchange Act and is incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.

      No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for us
who is named in this prospectus as having given an opinion on the validity of
the securities being offered hereby was hired on a contingent basis or has or is
to receive, in connection with this offering, a substantial interest, direct or
indirect, in us.



                                      2

<PAGE>



Item 6. Indemnification of Directors and Officers.

      Pursuant to Section 78.7502 of the Nevada Revised Statutes, we have the
power to indemnify any person made a party to any lawsuit by reason of being our
director or officer, or serving at our request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such actions suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to our best interests, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and control
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or control person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or control person, we will, unless in the opinion of counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933, as amended,
and we will be governed by the final adjudication of such issue.

Item 7.   Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

      The Exhibit Index preceding the exhibits is incorporated herein by
reference.

Item 9.  Undertakings.

(a)   We, the undersigned hereby undertake:

   (1)To file, during any period in which offers or sales are being made, a
   post-effective amendment to this registration statement to include any
   material information with respect to the plan of distribution not previously
   disclosed in the registration statement or any material change to such
   information in the registration statement.

   (2)To treat, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment as a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

   (3)To remove from registration by means of a post-effective amendment any of
   the securities being registered which remain unsold at the termination of the
   offering.



                                      3

<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, we certify
   that we have reasonable grounds to believe that we meet all of the
   requirements for filing on Form S-8 and have duly caused this registration
   statement to be signed on our behalf by the undersigned, thereunto duly
   authorized, in the County of Los Angeles, State of California, on December 5,
   2001.

                     Thaon Communications, Inc.


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


                                POWER OF ATTORNEY

     The undersigned directors and officers of THAON COMMUNICATIONS, INC. hereby
   constitute and appoint Adam Anthony, with full power to act without the other
   and with full power of substitution and resubstitution, our true and lawful
   attorney-in-fact with full power to execute in our name and behalf in the
   capacities indicated below any and all amendments (including post-effective
   amendments and amendments thereto) to this registration statement under the
   Securities Act of 1933 and to file the same, with all exhibits thereto and
   other documents in connection therewith, with the Securities and Exchange
   Commission and hereby ratify and confirm each and every act and thing that
   such attorney-in-fact, or his substitute, shall lawfully do or cause to be
   done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this Form S-8
   has been signed by the following persons in the capacities and on the date
   indicated.


   Signature                         Title                    Date

   /s/ Adam Anthony
   Adam Anthony                      President, CEO and
                                     Director                 December 5, 2001

   /s/ Robert McNeill
   Robert McNeill                    CFO, Secretary and
                                     Director                 December 5, 2001


   /s/ Doug Mondo
   Doug Mondo                        Director                 December 5, 2001




                                      4

<PAGE>


                                INDEX TO EXHIBITS


      SEC         Page
   Ref. No.        No.       Description of Exhibit

       4            6        2001 Stock Option Plan

     5,23           9        Opinion and Consent of Counsel

      23           11        Consent of Accountant



                                      5

<PAGE>

                                                                     Exhibit 4
                             2001 STOCK OPTION PLAN
                                       OF
                           THAON COMMUNICATIONS, INC.

   Thaon Communications, Inc., a Nevada corporation (the "Company"), hereby
adopts the 2001 Stock Option Plan of Thaon Communications, Inc. (the "Plan"), on
this 5th day of December, 2001. Under this Plan, the Company may grant options
to acquire (the "Options") Ten Million (10,000,000) shares of its common stock,
par value $0.001 (the "Stock"), from time to time to employees of the Company or
its subsidiaries, all on the terms and conditions set forth herein. In addition,
at the discretion of the Board of Directors, options to acquire stock of the
Company may from time to time be granted under this Plan to other individuals,
including consultants or advisors, who contribute to the success of the Company
or its subsidiaries and are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services shall not be in connection with the offer or sale of
securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market in our securities.

1. Purpose of this Plan. This Plan is intended to aid the Company in maintaining
and developing a management team, and in attracting new personnel as needed and
to provide such personnel with an incentive to remain employees of the Company,
to use their best efforts to promote the success of the Company's business, and
to provide them with an opportunity to obtain or increase a proprietary interest
in the Company. It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives to
have contributed to the success of the Company, or who are important to the
continued business and operations of the Company. The above goals will be
achieved through the granting of Options.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of governing law, the Board may delegate administration of
this Plan or specific administrative duties with respect to this Plan on such
terms and to such committees of the Board as it deems proper (hereinafter the
Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. The grant of any Option approved
by a majority vote of those Plan Administrators attending a duly and properly
held meeting shall be valid. Any Option approved by the Plan Administrators
shall be approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan.  A total of Ten Million (10,000,000)
shares of Stock may be subject to, or issued pursuant to, Options granted under
this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility.  The Plan Administrators may grant Options to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the
Company, or its subsidiaries, including consultants and advisors, provided that
such consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market in our securities.  In any case, the


                                      6

<PAGE>


Plan Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Options shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of Options and Certain Limitations on Right to Exercise.

      a. Each Option shall have its term established by the Plan Administrators
      at the time the Option is granted but in no event may such term exceed
      five (5) years.

      b. The term of the Option, once it is granted, may be reduced only as
      provided for in this Plan and under the express written provisions of the
      Option.

      c. Unless otherwise specifically provided by the written provisions of the
      Option or required by applicable disclosure or other legal requirements
      promulgated by the Securities and Exchange Commission ("SEC"), no
      participant of this Plan or his or her legal representative, legatee, or
      distributee will be, or shall be deemed to be, a holder of any shares
      subject to an Option unless and until such participant exercises his or
      her right to acquire all or a portion of the Stock subject to the Option
      and delivers the full exercise price to the Company in accordance with the
      terms of this Plan and the Option and then only as to the number of shares
      of Stock validly acquired. Except as specifically provided in this Plan or
      as otherwise specifically provided by the written provisions of the
      Option, no adjustment to the exercise price or the number of shares of
      Stock subject to the Option shall be made for dividends or other rights
      for which the record date is prior to the date on which the Stock subject
      to the Option is acquired by the holder.

      d. The number of shares of Stock subject to an Option shall be adjusted to
      take into account any stock splits, stock dividends, recapitalization of
      the Stock as provided in the stock option plan.

      e. Options shall vest and become exercisable at such time or times and on
      such terms as the Plan Administrators may determine at the time Options
      are granted, subject to this Plan's requirements and restrictions.

      f. Options may contain such other provisions, including further lawful
      restrictions on the vesting and exercise of the Options as the Plan
      Administrators may deem advisable.

      g. In no event may an Option be exercised after the expiration of its
      term.

      h. Options shall be non-transferable, except by the laws of descent and
      distribution.

7. Exercise Price.  At the time Options are granted, the Plan Administrators
shall establish the exercise price payable to the Company for shares to be
obtained pursuant to Options.

8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company, or such other consideration determined
appropriate by the Company.

9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company may
initially pay the Optionee's liability and be reimbursed by Optionee no later
than six months after such liability arises and as a condition of accepting
Options hereunder, all Optionees hereby agree to such reimbursement terms.


                                      7

<PAGE>


10. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Stock or a change in the
number of issued and outstanding shares of Stock as a result of a stock split,
consolidation, or other recapitalization.

11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each unexercised Option shall be subject
to the requirement that, if at any time, the Plan Administrators shall
determine, in its sole discretion, that it is necessary or desirable to list,
register, or qualify the shares covered by unexercised Options on any securities
exchange or under any state or federal law, or obtain the consent or approval of
any governmental agency or regulatory body as a condition of, or in connection
with, the granting of such Option or the issuance or purchase of shares
thereunder, such Option may not be exercised in whole or in part unless and
until such listing, registration, consent, or approval shall have been effected
or obtained free of any conditions not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five (5) years from the date first appearing in
this Plan or the date on which the ten millionth (10,000,000th) share is issued
hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six-month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.

ATTEST:

/s/ Adam Anthony
------------------------------------
Thaon Communications, Inc.
By: Adam Anthony, Chief Executive Officer
and President


                                      8

<PAGE>

                                                               Exhibit 5, 23

                                                 3333 Elm Street, Suite 101
WOLTJEN                                                 Dallas, Texas 75226
-------------------------------------------------------------------------------
LAW FIRM                                            Telephone: 214-742-5555
                                                    Facsimile: 214-742-5545
                                          E-Mail: woltjenlaw@woltjenlaw.com

November 30, 2001



Board of Directors
Thaon Communications, Inc.
1529 West Olympic Boulevard, Suite 100
Los Angeles, CA 90015

To the Board of Directors of Thaon Communications, Inc.

Thaon Communications, Inc., a Nevada corporation (the "Company"), has informed
Woltjen Law Firm (the "Firm"), of its intention to file on or about December 6,
2001 a registration statement on Form S-8 under the Securities Act of 1933, as
amended ("Registration Statement"), concerning ten million (10,000,000) shares
(the "Shares") of its common stock, par value $0.001 ("Common Stock"), with the
Securities and Exchange Commission ("SEC"). In connection with the filing of the
Registration Statement, you have requested the Firm's opinion regarding the
issuance of Common Stock.

You have represented to the Firm that the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that the Company is current in its such filings with the SEC and that
the Company's board of directors has authorized the filing of the Registration
Statement on Form S-8. Based on the these representations and to the best of the
Firm's knowledge, the Firm is of the opinion that the Common Stock will, when
sold, be legally issued, fully paid and non-assessable. This Opinion is
conditioned upon the above requirements being met.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein, and is further subject to qualifications,
exceptions, and limitations set forth below:

      A. The Firm expressly excepts from the opinion set forth herein any
      opinion or position as to whether or to what extent a Nevada court or any
      other court would apply Nevada law, or the law of any other state or
      jurisdiction except the federal law of the United States of America, to
      any particular aspect of the facts, circumstances and transactions that
      are the subject of the opinion herein contained.

      B. In rendering this opinion, the Firm assumed that the Company is
      satisfying the various substantive requirements of Form S-8, and the Firm
      expressly disclaims any opinion regarding the Company's compliance with
      such requirements.

      C. The Firm expressly excepts from the opinion set forth herein any
      opinion concerning the need for or compliance by any party, and in
      particular by the Company, with the provisions of the securities laws,
      regulations, and/or rules of the United States of America, the State of
      Nevada or any other jurisdiction.


                                      9

<PAGE>



      D. In expressing the opinion set forth herein, the Firm assumed the
      authenticity and completeness of all corporate documents, records and
      instruments provided to the Firm by the Company and its representatives.
      The Firm assumed the accuracy of all statements of fact contained therein.
      The Firm further assumed the genuineness of signatures (both manual and
      conformed), the authenticity of documents submitted as originals, the
      conformity to originals of all copies or faxed copies and the correctness
      of all such documents. This opinion is conditioned on all of these
      assumptions being correct.

      E. The Firm expressly excepts from the opinion set forth herein any
      opinion concerning the propriety of any issuance of any shares, and any
      opinion concerning the tradability of any shares whether or not issued
      under the Registration Statement.

      F. The opinion contained herein are rendered as of the date hereof, and
      the Firm undertakes no obligation to advise you of any changes in or any
      new developments which might affect any matters or opinions set forth
      herein, and the Firm hereby disclaims any such obligation.

This Opinion may be relied upon by you only in connection with filing of the
Registration Statement and the Firm hereby consents to the use of it as an
exhibit to the Registration Statement. This Opinion may not be used or relied
upon by you or any other person for any purpose whatsoever, except to the extent
authorized in the Accord, without in each instance the Firm's prior written
consent.

Sincerely,

/s/ Woltjen Law Firm

Woltjen Law Firm



                                      10

<PAGE>

                                                                 Exhibit 23

                            Kabani & Company, Inc.
                         8700 Warner Ave., Suite #280
                          Fountain Valley, CA 92708

November 30, 2001

Board of Directors
Thaon Communications, Inc.
1529 West Olympic Boulevard, Suite 100
Los Angeles, CA 90015

   RE:       Use of Financial Statements in Form S-8 Registration Statement

Dear Board of Directors:

As independent public accountants for Thaon Communications, Inc., a Nevada
corporation (the "Company"), we hereby consent to the use of our report included
in the annual report of the Company on Form 10-KSB for the year ended December
31, 2000 in the Company's Form S-8 registration statement.

Sincerely,

/s/ Kabani & Company, Inc.

Kabani & Company, Inc.

                                      11
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{"company-data": {"conformed-name": "THAON COMMUNICATIONS INC", "cik": "0001113679", "assigned-sic": "7389", "irs-number": "870622329", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74712", "film-number": "1808301"}, "business-address": {"street1": "1543 WEST OLYMPIC BLVD SIXTH FL", "city": "LOS ANGELES", "state": "CA", "zip": "90015", "phone": "2132527050"}, "mail-address": {"street1": "1543 WEST OLYMPIC BLVD SIXTH FL", "city": "LOS ANGELES", "state": "CA", "zip": "90015"}, "former-company": {"former-conformed-name": "CASTPRO COM INC", "date-changed": "20000508"}}
As filed with the Securities and Exchange Commission on December 6, 2001

File No. 333-                             Commission file number: 0-30583

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          THAON COMMUNICATIONS, INC
                          -------------------------
            (Exact name of registrant as specified in its charter)

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

        1529 West Olympic Boulevard, Suite 100, Los Angeles, CA 90015
        -------------------------------------------------------------
                   (Address of Principal Executive Offices)

             2001 Stock Option Plan of Thaon Communications, Inc.
             ----------------------------------------------------
                           (Full Title of the Plan)

  Adam Anthony, 1529 West Olympic Boulevard, Suite 100, Los Angeles, CA 90015
 ----------------------------------------------------------------------------
          (Name, Address, Including Zip Code, of Agent for Service)

  Telephone number, including area code, of agent for service: 213-252-7050

                       CALCULATION OF REGISTRATION FEE
Proposed        Proposed
                         Amount of      Maximum         Maximum         Amount of
Title of Securities to  Shares to be    Offering Price  Per Aggregate   Registration
    be Registered         Registered      Share (1)     Offering Price  Fee
  Common Stock, par
    value $0.001         10,000,000        0.115         1,150,000        $303.60
===================== ============== =============== ============================
(1)   Bona Fide estimate of maximum offering price solely for calculating
            the registration fee pursuant to Rule 457(h) of the Securities Act
            of 1933, based on the average bid and asked price of the
            registrant's common stock as of November 29, 2001, a date within
            five business days prior to the date of filing of this registration
            statement.

      In addition, pursuant to Rule 416 (c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

                                      Total number of pages:                 11
                                      Index to Exhibits is located on page:   5

                                      1
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933

      Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings      Prospectus Heading

Item 1 Plan Information                               Section 10(a) Prospectus

Item 2 Registrant Information and                     Section 10(a) Prospectus
       Employee Plan Annual Information

          PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by Thaon Communications, Inc., a Nevada
corporation (which may hereafter be referred to as "we", "us", or "our(s)"),
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated herein by reference:

      1.    Our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2000.

      2. All reports filed by us with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year ended December 31, 2000.

      3. The description and specimen certificate of our common stock, par value
$0.001 ("Common Stock"), contained in our registration statement under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

      Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such securities then remaining unsold, all reports and other documents
subsequently filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
1934 Act shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

      Our Common Stock being registered pursuant to this registration statement
is part of a class of securities registered under Section 12 of the Exchange
Act. A description of such securities is contained in our registration statement
under the Exchange Act and is incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.

      No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for us
who is named in this prospectus as having given an opinion on the validity of
the securities being offered hereby was hired on a contingent basis or has or is
to receive, in connection with this offering, a substantial interest, direct or
indirect, in us.

                                      2
Item 6. Indemnification of Directors and Officers.

      Pursuant to Section 78.7502 of the Nevada Revised Statutes, we have the
power to indemnify any person made a party to any lawsuit by reason of being our
director or officer, or serving at our request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such actions suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to our best interests, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and control
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or control person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or control person, we will, unless in the opinion of counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933, as amended,
and we will be governed by the final adjudication of such issue.

Item 7.   Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

      The Exhibit Index preceding the exhibits is incorporated herein by
reference.

Item 9.  Undertakings.

(a)   We, the undersigned hereby undertake:

   (1)To file, during any period in which offers or sales are being made, a
   post-effective amendment to this registration statement to include any
   material information with respect to the plan of distribution not previously
   disclosed in the registration statement or any material change to such
   information in the registration statement.

   (2)To treat, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment as a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

   (3)To remove from registration by means of a post-effective amendment any of
   the securities being registered which remain unsold at the termination of the
   offering.

                                      3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, we certify
   that we have reasonable grounds to believe that we meet all of the
   requirements for filing on Form S-8 and have duly caused this registration
   statement to be signed on our behalf by the undersigned, thereunto duly
   authorized, in the County of Los Angeles, State of California, on December 5,
   2001.

                     Thaon Communications, Inc.

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

                                POWER OF ATTORNEY

     The undersigned directors and officers of THAON COMMUNICATIONS, INC. hereby
   constitute and appoint Adam Anthony, with full power to act without the other
   and with full power of substitution and resubstitution, our true and lawful
   attorney-in-fact with full power to execute in our name and behalf in the
   capacities indicated below any and all amendments (including post-effective
   amendments and amendments thereto) to this registration statement under the
   Securities Act of 1933 and to file the same, with all exhibits thereto and
   other documents in connection therewith, with the Securities and Exchange
   Commission and hereby ratify and confirm each and every act and thing that
   such attorney-in-fact, or his substitute, shall lawfully do or cause to be
   done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this Form S-8
   has been signed by the following persons in the capacities and on the date
   indicated.

   Signature                         Title                    Date

   /s/ Adam Anthony
   Adam Anthony                      President, CEO and
                                     Director                 December 5, 2001

   /s/ Robert McNeill
   Robert McNeill                    CFO, Secretary and
                                     Director                 December 5, 2001

   /s/ Doug Mondo
   Doug Mondo                        Director                 December 5, 2001

                                      4
INDEX TO EXHIBITS

      SEC         Page
   Ref. No.        No.       Description of Exhibit

       4            6        2001 Stock Option Plan

     5,23           9        Opinion and Consent of Counsel

      23           11        Consent of Accountant

                                      5
Exhibit 4
                             2001 STOCK OPTION PLAN
                                       OF
                           THAON COMMUNICATIONS, INC.

   Thaon Communications, Inc., a Nevada corporation (the "Company"), hereby
adopts the 2001 Stock Option Plan of Thaon Communications, Inc. (the "Plan"), on
this 5th day of December, 2001. Under this Plan, the Company may grant options
to acquire (the "Options") Ten Million (10,000,000) shares of its common stock,
par value $0.001 (the "Stock"), from time to time to employees of the Company or
its subsidiaries, all on the terms and conditions set forth herein. In addition,
at the discretion of the Board of Directors, options to acquire stock of the
Company may from time to time be granted under this Plan to other individuals,
including consultants or advisors, who contribute to the success of the Company
or its subsidiaries and are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services shall not be in connection with the offer or sale of
securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market in our securities.

1. Purpose of this Plan. This Plan is intended to aid the Company in maintaining
and developing a management team, and in attracting new personnel as needed and
to provide such personnel with an incentive to remain employees of the Company,
to use their best efforts to promote the success of the Company's business, and
to provide them with an opportunity to obtain or increase a proprietary interest
in the Company. It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives to
have contributed to the success of the Company, or who are important to the
continued business and operations of the Company. The above goals will be
achieved through the granting of Options.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of governing law, the Board may delegate administration of
this Plan or specific administrative duties with respect to this Plan on such
terms and to such committees of the Board as it deems proper (hereinafter the
Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. The grant of any Option approved
by a majority vote of those Plan Administrators attending a duly and properly
held meeting shall be valid. Any Option approved by the Plan Administrators
shall be approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan.  A total of Ten Million (10,000,000)
shares of Stock may be subject to, or issued pursuant to, Options granted under
this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility.  The Plan Administrators may grant Options to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the
Company, or its subsidiaries, including consultants and advisors, provided that
such consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market in our securities.  In any case, the

                                      6
Plan Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Options shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of Options and Certain Limitations on Right to Exercise.

      a. Each Option shall have its term established by the Plan Administrators
      at the time the Option is granted but in no event may such term exceed
      five (5) years.

      b. The term of the Option, once it is granted, may be reduced only as
      provided for in this Plan and under the express written provisions of the
      Option.

      c. Unless otherwise specifically provided by the written provisions of the
      Option or required by applicable disclosure or other legal requirements
      promulgated by the Securities and Exchange Commission ("SEC"), no
      participant of this Plan or his or her legal representative, legatee, or
      distributee will be, or shall be deemed to be, a holder of any shares
      subject to an Option unless and until such participant exercises his or
      her right to acquire all or a portion of the Stock subject to the Option
      and delivers the full exercise price to the Company in accordance with the
      terms of this Plan and the Option and then only as to the number of shares
      of Stock validly acquired. Except as specifically provided in this Plan or
      as otherwise specifically provided by the written provisions of the
      Option, no adjustment to the exercise price or the number of shares of
      Stock subject to the Option shall be made for dividends or other rights
      for which the record date is prior to the date on which the Stock subject
      to the Option is acquired by the holder.

      d. The number of shares of Stock subject to an Option shall be adjusted to
      take into account any stock splits, stock dividends, recapitalization of
      the Stock as provided in the stock option plan.

      e. Options shall vest and become exercisable at such time or times and on
      such terms as the Plan Administrators may determine at the time Options
      are granted, subject to this Plan's requirements and restrictions.

      f. Options may contain such other provisions, including further lawful
      restrictions on the vesting and exercise of the Options as the Plan
      Administrators may deem advisable.

      g. In no event may an Option be exercised after the expiration of its
      term.

      h. Options shall be non-transferable, except by the laws of descent and
      distribution.

7. Exercise Price.  At the time Options are granted, the Plan Administrators
shall establish the exercise price payable to the Company for shares to be
obtained pursuant to Options.

8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company, or such other consideration determined
appropriate by the Company.

9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company may
initially pay the Optionee's liability and be reimbursed by Optionee no later
than six months after such liability arises and as a condition of accepting
Options hereunder, all Optionees hereby agree to such reimbursement terms.

                                      7
10. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Stock or a change in the
number of issued and outstanding shares of Stock as a result of a stock split,
consolidation, or other recapitalization.

11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each unexercised Option shall be subject
to the requirement that, if at any time, the Plan Administrators shall
determine, in its sole discretion, that it is necessary or desirable to list,
register, or qualify the shares covered by unexercised Options on any securities
exchange or under any state or federal law, or obtain the consent or approval of
any governmental agency or regulatory body as a condition of, or in connection
with, the granting of such Option or the issuance or purchase of shares
thereunder, such Option may not be exercised in whole or in part unless and
until such listing, registration, consent, or approval shall have been effected
or obtained free of any conditions not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five (5) years from the date first appearing in
this Plan or the date on which the ten millionth (10,000,000th) share is issued
hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six-month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.

ATTEST:

/s/ Adam Anthony
------------------------------------
Thaon Communications, Inc.
By: Adam Anthony, Chief Executive Officer
and President

                                      8
Exhibit 5, 23

                                                 3333 Elm Street, Suite 101
WOLTJEN                                                 Dallas, Texas 75226
-------------------------------------------------------------------------------
LAW FIRM                                            Telephone: 214-742-5555
                                                    Facsimile: 214-742-5545
                                          E-Mail: woltjenlaw@woltjenlaw.com

November 30, 2001

Board of Directors
Thaon Communications, Inc.
1529 West Olympic Boulevard, Suite 100
Los Angeles, CA 90015

To the Board of Directors of Thaon Communications, Inc.

Thaon Communications, Inc., a Nevada corporation (the "Company"), has informed
Woltjen Law Firm (the "Firm"), of its intention to file on or about December 6,
2001 a registration statement on Form S-8 under the Securities Act of 1933, as
amended ("Registration Statement"), concerning ten million (10,000,000) shares
(the "Shares") of its common stock, par value $0.001 ("Common Stock"), with the
Securities and Exchange Commission ("SEC"). In connection with the filing of the
Registration Statement, you have requested the Firm's opinion regarding the
issuance of Common Stock.

You have represented to the Firm that the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that the Company is current in its such filings with the SEC and that
the Company's board of directors has authorized the filing of the Registration
Statement on Form S-8. Based on the these representations and to the best of the
Firm's knowledge, the Firm is of the opinion that the Common Stock will, when
sold, be legally issued, fully paid and non-assessable. This Opinion is
conditioned upon the above requirements being met.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein, and is further subject to qualifications,
exceptions, and limitations set forth below:

      A. The Firm expressly excepts from the opinion set forth herein any
      opinion or position as to whether or to what extent a Nevada court or any
      other court would apply Nevada law, or the law of any other state or
      jurisdiction except the federal law of the United States of America, to
      any particular aspect of the facts, circumstances and transactions that
      are the subject of the opinion herein contained.

      B. In rendering this opinion, the Firm assumed that the Company is
      satisfying the various substantive requirements of Form S-8, and the Firm
      expressly disclaims any opinion regarding the Company's compliance with
      such requirements.

      C. The Firm expressly excepts from the opinion set forth herein any
      opinion concerning the need for or compliance by any party, and in
      particular by the Company, with the provisions of the securities laws,
      regulations, and/or rules of the United States of America, the State of
      Nevada or any other jurisdiction.

                                      9
D. In expressing the opinion set forth herein, the Firm assumed the
      authenticity and completeness of all corporate documents, records and
      instruments provided to the Firm by the Company and its representatives.
      The Firm assumed the accuracy of all statements of fact contained therein.
      The Firm further assumed the genuineness of signatures (both manual and
      conformed), the authenticity of documents submitted as originals, the
      conformity to originals of all copies or faxed copies and the correctness
      of all such documents. This opinion is conditioned on all of these
      assumptions being correct.

      E. The Firm expressly excepts from the opinion set forth herein any
      opinion concerning the propriety of any issuance of any shares, and any
      opinion concerning the tradability of any shares whether or not issued
      under the Registration Statement.

      F. The opinion contained herein are rendered as of the date hereof, and
      the Firm undertakes no obligation to advise you of any changes in or any
      new developments which might affect any matters or opinions set forth
      herein, and the Firm hereby disclaims any such obligation.

This Opinion may be relied upon by you only in connection with filing of the
Registration Statement and the Firm hereby consents to the use of it as an
exhibit to the Registration Statement. This Opinion may not be used or relied
upon by you or any other person for any purpose whatsoever, except to the extent
authorized in the Accord, without in each instance the Firm's prior written
consent.

Sincerely,

/s/ Woltjen Law Firm

Woltjen Law Firm

                                      10
Exhibit 23

                            Kabani & Company, Inc.
                         8700 Warner Ave., Suite #280
                          Fountain Valley, CA 92708

November 30, 2001

Board of Directors
Thaon Communications, Inc.
1529 West Olympic Boulevard, Suite 100
Los Angeles, CA 90015

   RE:       Use of Financial Statements in Form S-8 Registration Statement

Dear Board of Directors:

As independent public accountants for Thaon Communications, Inc., a Nevada
corporation (the "Company"), we hereby consent to the use of our report included
in the annual report of the Company on Form 10-KSB for the year ended December
31, 2000 in the Company's Form S-8 registration statement.

Sincerely,

/s/ Kabani & Company, Inc.

Kabani & Company, Inc.

                                      11