As filed with the Securities and Exchange Commission on February 13, 2002.

      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         (I.R.S. Employer Identification No.)
      incorporation or organization

          1529 West Olympic Boulevard, Suite 100, Los Angeles, CA 90015
                (Address of principal executive offices-Zip code)

    Amended and Restated 2001 Stock Option Plan of Thaon Communications, Inc.
    -------------------------------------------------------------------------
                            (Full title of the plans)

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

       Approximate Date of Commencement of Proposed Sale to the Public: From
    time to time after the Registration Statement becomes effective.

                       CALCULATION OF REGISTRATION FEE

                                       Proposed        Proposed
Title of Securities     Amount of       Maximum         Maximum       Amount of
  to be Registered     Shares to be  Offering Price    Aggregate    Registration
                      Registered (1)  Per Share (2)  Offering Price      Fee
-------------------- -------------- --------------- --------------- ------------
  Common Stock, par     10,000,000       $0.016         $160,000      $42.24 (3)
    value $0.001
-------------------- -------------- --------------- --------------- ------------

      (1)   Ten Million (10,000,000) shares were previously registered by the
            Company within the registration statement on Form S-8 (No.
            333-74712) filed by the Company on December 7, 2001. The fee for the
            registration of such Ten Million (10,000,000) shares was previously
            paid in connection with such registration statement.

      (2)   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 February 12, 2002, a date within
            five business days prior to the date of filing of this registration
            statement.

      (3)   $303.60 paid with initial filing of the registration statement on
            Form S-8 (No.333-74712) filed by the Company on December 7, 2001.

                                      1

<PAGE>


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


                                      2

<PAGE>
                               EXPLANATORY NOTE

      Thaon Communications, Inc., a Nevada corporation (which may hereafter be
referred to as "we", "us", or "our(s)"), previously registered Ten Million
(10,000,000) shares of our common stock for issuance under the 2001 Stock Option
Plan of Thaon Communications, Inc. on a registration statement filed with the
Securities and Exchange Commission (the "Commission") on December 7, 2001. On
February 13, 2002, our board of directors adopted the Amended and Restated 2001
Stock Option Plan of Thaon Communications, Inc. ("Amended Plan") and authorized
for issuance thereunder an additional Ten Million (10,000,000) shares of our
common stock. This registration statement registers an additional Ten Million
(10,000,000) shares of the Company's common stock for issuance under its Amended
Plan.

        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) Prosepctus 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. Registration Information and                    Section 10(a) Prosepctus
        Employee Plan Annual Information

        PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The contents of our registration statement on Form S-8 (SEC File No.
333-74712) as filed with the Commission on December 7, 2001 are hereby
incorporated by reference.

      Additionally, the following documents filed by us with 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.

                                   EXHIBITS

Item 8. Exhibits.

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


                                      3

<PAGE>


                                 UNDERTAKINGS

      (a)   We 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) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be 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.

      (b) We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this registration statement shall be
deemed to be 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.


                                      4

<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 Los
Angeles, State of California, on this 8th day of February, 2002.

                                    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             President, CEO and Director    February 8, 2002
---------------------------- ------------------------------ --------------------
Adam Anthony


/s/ Robert McNeill           CFO, Secretary and Director    February 8, 2002
---------------------------- ------------------------------ --------------------
Robert McNeill


/s/ Doug Mondo               Director                       February 8, 2002
---------------------------- ------------------------------ --------------------
Doug Mondo

                                      5

<PAGE>

                              INDEX TO EXHIBITS


  SEC Ref.       Page     Description of Exhibit
    No.           No.
------------ ------------ ------------------------------------------------------

     4            7       Amended and Restated 2001 Stock Option Plan of Thaon
                          Communications, Inc.

    5,23          11      Opinion and Consent of Counsel

     23           13      Consent of Accountant



                                      6

<PAGE>

                                                                  Exhibit 4

                 AMENDED AND RESTATED 2001 STOCK OPTION PLAN
                                      OF
                          THAON COMMUNICATIONS, INC.

      WHEREAS, Thaon Communications, Inc., a Nevada corporation (the "Company")
has heretofore adopted and maintains the 2001 Stock Option Plan of Thaon
Communications, Inc. (the "Plan") for the benefit of eligible employees of the
Company and participating affiliates;

      WHEREAS, the Company desires to restate and amend the Plan to increase the
amount of shares of its common stock subject to the Plan from Ten Million
(10,000,000) shares to Twenty Million (20,000,000) shares, intending thereby to
provide an uninterrupted and continuing program of benefits;

      NOW THEREFORE, the Plan is hereby restated in its entirety as follows with
no interruption in time, effective as of February 13, 2002, except as otherwise
indicated herein:

      Thaon Communications, Inc., a Nevada corporation (the "Company"), hereby
adopts the Amended and Restated 2001 Stock Option Plan of Thaon Communications,
Inc. (the "Plan"), on this 13th day of February, 2002. Under this Plan, the
Company may grant options to acquire (the "Options") Twenty Million (20,000,000)
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 Twenty Million (20,000,000)
shares of Stock may be subject to, or issued pursuant to, Options granted under
this Plan. The number of shares of Stock subject to, or issued pursuant to,
Options granted under this Plan may be increased or decreased as the Plan
Administrators deem advisable.


                                      7

<PAGE>


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 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.


                                      8

<PAGE>


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.

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. The Company, in its discretion, may
adjust the Options or issue replacements to best maintain for the Option Holder
the same or similar rights as were possessed prior to such dilution or other
adjustment.

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 twenty millionth (20,000,000th) 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

                                      9
<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

February 13, 2002

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 February 13,
2002 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.

      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

                                      10

<PAGE>


      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



                                      11

<PAGE>

                                                                  Exhibit 23

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

February 8, 2002

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.

                                      12
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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": "333-82720", "film-number": "02543257"}, "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 February 13, 2002.

      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         (I.R.S. Employer Identification No.)
      incorporation or organization

          1529 West Olympic Boulevard, Suite 100, Los Angeles, CA 90015
                (Address of principal executive offices-Zip code)

    Amended and Restated 2001 Stock Option Plan of Thaon Communications, Inc.
    -------------------------------------------------------------------------
                            (Full title of the plans)

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

       Approximate Date of Commencement of Proposed Sale to the Public: From
    time to time after the Registration Statement becomes effective.

                       CALCULATION OF REGISTRATION FEE

                                       Proposed        Proposed
Title of Securities     Amount of       Maximum         Maximum       Amount of
  to be Registered     Shares to be  Offering Price    Aggregate    Registration
                      Registered (1)  Per Share (2)  Offering Price      Fee
-------------------- -------------- --------------- --------------- ------------
  Common Stock, par     10,000,000       $0.016         $160,000      $42.24 (3)
    value $0.001
-------------------- -------------- --------------- --------------- ------------

      (1)   Ten Million (10,000,000) shares were previously registered by the
            Company within the registration statement on Form S-8 (No.
            333-74712) filed by the Company on December 7, 2001. The fee for the
            registration of such Ten Million (10,000,000) shares was previously
            paid in connection with such registration statement.

      (2)   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 February 12, 2002, a date within
            five business days prior to the date of filing of this registration
            statement.

      (3)   $303.60 paid with initial filing of the registration statement on
            Form S-8 (No.333-74712) filed by the Company on December 7, 2001.

                                      1
In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.

                                      2
EXPLANATORY NOTE

      Thaon Communications, Inc., a Nevada corporation (which may hereafter be
referred to as "we", "us", or "our(s)"), previously registered Ten Million
(10,000,000) shares of our common stock for issuance under the 2001 Stock Option
Plan of Thaon Communications, Inc. on a registration statement filed with the
Securities and Exchange Commission (the "Commission") on December 7, 2001. On
February 13, 2002, our board of directors adopted the Amended and Restated 2001
Stock Option Plan of Thaon Communications, Inc. ("Amended Plan") and authorized
for issuance thereunder an additional Ten Million (10,000,000) shares of our
common stock. This registration statement registers an additional Ten Million
(10,000,000) shares of the Company's common stock for issuance under its Amended
Plan.

        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) Prosepctus 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. Registration Information and                    Section 10(a) Prosepctus
        Employee Plan Annual Information

        PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The contents of our registration statement on Form S-8 (SEC File No.
333-74712) as filed with the Commission on December 7, 2001 are hereby
incorporated by reference.

      Additionally, the following documents filed by us with 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.

                                   EXHIBITS

Item 8. Exhibits.

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

                                      3
UNDERTAKINGS

      (a)   We 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) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be 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.

      (b) We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this registration statement shall be
deemed to be 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.

                                      4
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 Los
Angeles, State of California, on this 8th day of February, 2002.

                                    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             President, CEO and Director    February 8, 2002
---------------------------- ------------------------------ --------------------
Adam Anthony

/s/ Robert McNeill           CFO, Secretary and Director    February 8, 2002
---------------------------- ------------------------------ --------------------
Robert McNeill

/s/ Doug Mondo               Director                       February 8, 2002
---------------------------- ------------------------------ --------------------
Doug Mondo

                                      5
INDEX TO EXHIBITS

  SEC Ref.       Page     Description of Exhibit
    No.           No.
------------ ------------ ------------------------------------------------------

     4            7       Amended and Restated 2001 Stock Option Plan of Thaon
                          Communications, Inc.

    5,23          11      Opinion and Consent of Counsel

     23           13      Consent of Accountant

                                      6
Exhibit 4

                 AMENDED AND RESTATED 2001 STOCK OPTION PLAN
                                      OF
                          THAON COMMUNICATIONS, INC.

      WHEREAS, Thaon Communications, Inc., a Nevada corporation (the "Company")
has heretofore adopted and maintains the 2001 Stock Option Plan of Thaon
Communications, Inc. (the "Plan") for the benefit of eligible employees of the
Company and participating affiliates;

      WHEREAS, the Company desires to restate and amend the Plan to increase the
amount of shares of its common stock subject to the Plan from Ten Million
(10,000,000) shares to Twenty Million (20,000,000) shares, intending thereby to
provide an uninterrupted and continuing program of benefits;

      NOW THEREFORE, the Plan is hereby restated in its entirety as follows with
no interruption in time, effective as of February 13, 2002, except as otherwise
indicated herein:

      Thaon Communications, Inc., a Nevada corporation (the "Company"), hereby
adopts the Amended and Restated 2001 Stock Option Plan of Thaon Communications,
Inc. (the "Plan"), on this 13th day of February, 2002. Under this Plan, the
Company may grant options to acquire (the "Options") Twenty Million (20,000,000)
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 Twenty Million (20,000,000)
shares of Stock may be subject to, or issued pursuant to, Options granted under
this Plan. The number of shares of Stock subject to, or issued pursuant to,
Options granted under this Plan may be increased or decreased as the Plan
Administrators deem advisable.

                                      7
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 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.

                                      8
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.

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. The Company, in its discretion, may
adjust the Options or issue replacements to best maintain for the Option Holder
the same or similar rights as were possessed prior to such dilution or other
adjustment.

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 twenty millionth (20,000,000th) 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

                                      9
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

February 13, 2002

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 February 13,
2002 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.

      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

                                      10
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

                                      11
Exhibit 23

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

February 8, 2002

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.

                                      12