CORONADO EXPLORATIONS LTD, 10SB12G, 1999-06-09

CORONADO EXPLORATIONS LTD
10SB12G, 1999-06-09

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS COMPANYS UNDER SECTION 12(B)
OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file no. 0001084031
----------

CORONADO EXPLORATIONS LTD.
----------------------------------------------------------
(NAME OF SMALL BUSINESS COMPANY IN ITS CHARTER)

Delaware 98-0200471
----------------------- --------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

397 Ventura Crescent
North Vancouver, B.C., Canada V7N 3G7
-------------------------------- --------------
(Address of Principal Executive Officer) (Zip Code)

(604) 985-8940
------------------------------------
(Company's Telephone Number)

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

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

Common Stock, par value $0.001 per share
------------------------------------
(Title of Class)

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<PAGE>
TABLE OF CONTENTS

ITEM PAGE
- ---- ----
PART 1

Item 1 Description of Business 3

Item 2 Management's Discussion and Analysis or Plan
of Operation 15

Item 3 Description of Property 17

Item 4 Security Ownership of Certain Beneficial
Ownership and Management 18

Item 5 Directors, Executive Officers, Promoters and
Control Persons 21

Item 6 Executive Compensation 23

Item 7 Certain Relationships and Related Transactions 24

Item 8 Description of Securities 27

PART 11

Item 1 Market Price of and Dividends on the Registrant's
Common Equity and Other Stockholders Matters 28

Item 2 Legal Proceedings 28

Item 3 Disagreement With Accountants and Financial Disclosure 28

Item 4 Recent Sales of Unregistered Securities 28

Item 5 Indemnification of Directors and Officers 29

PART F/S

Financial Statements 31

PART 111

Item 1 Index to Exhibits 40

Item 2 Description of Exhibits 40

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

DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference: None

2
<PAGE>
PART 1

Coronado Explorations Ltd. (the "Registrant" or the "Company") is
filing this Form 10-SB on a voluntary basis to:

1 provide current, public information to the investment community;

2 to expand the availability of secondary trading exemptions under the
Blue Sky laws and thereby expand the trading market in the
Registrant's securities, and

3 to comply with prerequisites for listing of the Registrant's
securities on NASDAQ.

ITEM 1. DESCRIPTION OF BUSINESS

HISTORICAL OVERVIEW OF THE COMPANY

The Registrant was incorporated on February 2, 1999. The Registrant has
no subsidiaries and no affiliated companies. The executive offices of the
Registrant are located at 397 Ventura Crescent, North Vancouver, British
Columbia, Canada, V7N 3G7.

The Registrant is engaged in the exploration of mineral properties.
(see Part 1, "Exploration and Development of the Coronado Mineral Property").
The Registrant is referred to as being in the "development" stage by its
auditors. This term is generally used in Financial Accounting Standards to
describe a company seeking to develop its ideas and products. The Registrant is
not in the development stage with regards to any mineral claim. No ore body has
been discovered and no substantial exploration has been done on its mineral
claim. The Registrant is purely an exploration company. There is no assurance
that any ore body will ever be found and that the Registrant will have
sufficient funds to undertake the exploration work required to identify an ore
body.

Management anticipates that the Registrant's shares will be qualified
on the system of the National Association of Securities Dealers, Inc. ("NASD")
known as the Bulletin Board..

The Registrant has no revenue to date from the development of its
mineral property, and its ability to effect its plans for the future will depend
on the availability of financing. Such financing will be required to develop the
Registrant's mineral property to a stage where a decision can be made by
management as to whether an ore body exists and can be successfully brought into
production. The Registrant anticipates obtaining such funds from its directors
and officers, financial institutions or by way of the sale of its capital stock
in the future (see Part 1, Item 2 - "Plan of Operations"), but there can be no
assurance that the Registrant will be successful in obtaining additional capital
for exploration activities from the sale of its capital stock or in otherwise
raising substantial capital.

PLANNED BUSINESS

In addition to exploring and developing its mineral property, the
Registrant plans to seek out additional mineral properties either by way of
purchase, staking or joint venturing of other mineral properties. (See Part 1,
Item 2 - Management's Discussion and Analysis or Plan of Operation").

Much of the discussion contained in this section is "forward looking"
in that actual results may materially differ from the Registrant's plans as
currently contemplated. Information concerning all the factors associated with
the Registrant is set forth in this Item 1 and in Items 2 and 3 below. FOR A
COMPLETE UNDERSTANDING OF SUCH FACTORS, THIS ENTIRE DOCUMENT, INCLUDING THE
FINANCIAL STATEMENTS AND THEIR ACCOMPANYING NOTES, SHOULD BE READ IN ITS
ENTIRETY.

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<PAGE>
All dollar amounts shown in this document are stated in US dollars
unless otherwise noted.

EXPLORATION AND DEVELOPMENT OF THE CORONADO MINERAL PROPERTY

The Registrant staked certain mineral claims known as the "Coronado"
claim near Goldbridge, British Columbia, Canada. The claim was staked on
February 24, 1999 when the previous owners allowed the claim to lapse. The claim
covers 20 metric units (500 ha) located within the Bridge River Gold Camp near
the historic Bralorne-Pioneer Mine. The Bralorne-Pioneer Property represents the
largest single gold producer in British Columbia, having produced over 4,000,000
ounces (130,000 kg) of gold from ore averaging 0.53 oz/ton during the period
1932-1971 (as set forth in an independent geological report prepared for the
Registrant by Calvin Church, P. Geo., dated April 7, 1999). Avino Mines and
Resources Ltd. and Bralorne-Pioneer Gold Mines Ltd. are considering reactivating
the mine that has near surface reserves (above 800 level) of 432,500 tones
grading 10.63 g/tonne Au.(as indicated in the same geological report prepared by
Calvin Church).

Calvin Church's report summarizes geology and mineralization in the
Bridge River mining camp and potential for discoveries on the Coronado claim.
All of the material presented is from a literature search of B.C. Department of
Mines annual reports and papers, G.S.C Memoir 213, BCGS maps and Assessment
Report filings with the B.C. Department of Mines.

Calvin Church did not visit the claim, which was covered in snow at the
time of staking, although he has worked on several properties in the vicinity of
the Coronado claim.

LOCATION, ACCESS AND PHYSIOLOGY OF THE CORONADO CLAIM

The Coronado claim is located approximately 180 kilometres north of
Vancouver and four kilometres southeast of the town of Gold Bridge in
southwestern British Columbia. The geographical centre of the claim is given by
the U.T.M. coordinates 516550E, 5631700N (Lat. 50(degree)50'20"N, Long.
122(degree)45'50"W) on N.T.S. map sheet 92J/15. The town of Gold Bridge can be
accessed by all weather gravel road (highway #40B) from Lillooet or via the
Hurley River forestry road from Pemberton. Access to the north end of the claim
is by four wheel drive vehicle up Steep Creek to the headwaters above 6,500 feet
elevation. Helicopters are available from bases in the towns of Pemberton or
Lillooet.

The claim is situated at the northwest end of the Bendor Range within
the Coast Mountains where steep northwest facing slopes range from 5,000 to
8,500 feet in elevation. Sub-alpine scrub alder and hemlock trees grow at lower
elevations in the northwest corner of the claim and rock exposure is good along
peaks and ridges in the south half of the claim. The winters are cold with
generally high snowfall accumulations and summers are hot and dry.

CLAIM STATUS

The Coronado claim was staked by Edward Skoda for the Registrant and is
registered in the Lillooet Mining Division of British Columbia. The claim was
then sold to Coronado Explorations Ltd., 397 Ventura Crescent, North Vancouver,
British Columbia, who own the claim outright. Mineral tenure is secure for one
year from the date of staking as described below.

Claim Name Tenure No. Units Expiry Date
---------------------------------------------------------------------
Coronado 367931 20 February 24, 2000

<PAGE>
MINERAL HISTORY OF THE AREA

The first occurrence of gold in the Bridge River area was recorded in
1863, when Chinese prospectors found placer deposits in the Bridge River. In
1896, the first Lode claims were located on sub-outcropping quartz fissure
veins. Subsequent discoveries continued until larger U.S. and Canadian interests
began to gain control of the fragmented mining properties during the 1920's.

Most production from the camp came from the Bralorne and Pioneer mines
which saw production levels peak during the 1930's and 1940's. In 1959, with
reserves depleted and closure imminent, Pioneer Gold Mines amalgamated with
Bralorne mines. By 1971 Bralorne mines suspended operations due to the high
costs of mining at increasing depths. Combined, the Bralorne and Pioneer mines
produced more gold than any other mine in British Columbia's history. During the
period 1900-1971 production totaled 4,154,119 ounces of gold and 950,510 ounces
of silver from 7,931,000 tons of ore averaging 0.53 ounces/ton recovered gold
(British Columbia Department of Mines annual reports and papers, G.S.C. Memoir
213, BCGS maps and Assessment Report filings with the British Columbia
Department of Mines).

Total production figures for the Bridge River mining camp reveal it has
been the biggest producer of gold in British Columbia's history. Of the over 73
documented mineral occurrences in the camp only five have achieved significant
production. Production figures for these mines are tabled below (B.N.Church,
1987, Geology and Mineralization of the Bridge River Mining Camp
(92J15,920/2,92J/16.).

PRODUCTION FROM THE BRIDGE RIVER CAMP

================================================================================
GOLD SILVER COPPER LEAD ZINC
MINE TONES (KG) (KG) (KG) (KG) (KG)
- --------------------------------------------------------------------------------
Congress 943 2.5 1.3 38 --- ---
- --------------------------------------------------------------------------------
Wayside 36 977 166.0 26.0 --- --- ---
- --------------------------------------------------------------------------------
Minto 79,073 546.0 1,573.0 9,673 56,435 ---
- --------------------------------------------------------------------------------
Pioneer 2,240,552 41,475.0 7,611.0 --- 59 139
- --------------------------------------------------------------------------------
Bralorne 4,954,473 87,759.0 21,969.0 --- 157 ---
================================================================================

During early exploration of the Bridge River camp a number of small
vein showings were worked along the south shore of Carpenter Lake. Small-scale
production of silver-gold-antimony ores was achieved in the 1930's and 1940's
from the Kelvin, Olympic and Reliance occurrences. In 1986, Menika Mining Co.
Ltd. initiated drilling programs to test northwest trending arsenic-antimony
geochemical anomalies on the Reliance property, two kilometers northwest of the
Coronado claim. In 1988 proven and drill indicated reserves stood at 410,916
tones grading 5.96 grams per tonne gold (George Cross News Letter April 14,
1988).

<PAGE>
On the BRX property, three kilometres west of the Coronado claim, major
development work targeted auriferous quartz-carbonate veins. The property
includes a large block of reverted crown granted claims and some modified grid
claims covering 1068 hectares and six major occurrences (Golden Gate, Arizona,
Ural, Gloria Kitty, Whynot and California). Over 5,400 metres of diamond
drilling and 9,000 metres of underground development have been completed on the
BRX property primarily on the Arizona, Ural and California vein systems. The
only recorded production was from the Arizona Mine, which produced 467 grams of
gold and 311 grams of silver from 4,343 tones of ore in 1938 (Minfile
#092JNE024; Bralorne, Pioneer, Congress, Wayside, Reliance, Minto).

Early exploration work in the area of the Coronado claim is documented
in British Columbia Minister of Mines Reports beginning in 1945. Following the
discovery of a mineralized quartz vein by a local prospector, Bralorne Mines
Ltd. took an option on the property ( then known as the Ben d'Or ) and explored
the prospect with a short adit (8m) and three short drill holes. Sulphide rich (
arsenopyrite and pyrite ) portions of the quartz vein assayed 4.46 oz/ton gold
and 7.5 oz/ton silver over 30 centimeters. The drill holes, however, returned
inconclusive results due to intensely sheared ground conditions and poor core
recovery and the company dropped its option. Following a period of dormancy, the
northeast corner of the Coronado claim was restaked in 1974, as the FOXY-BEE
group of claims and vended to Rabbit Oil and Gas Ltd., in 1980. Arsenopyrite
mineralization was located and trenched in Steep Creek approximately 1.6
kilometres northwest along strike from the original discovery adit (Ranger Adit)
however details of the trenching were not recorded. An airborne VLF-EM and
magnetic survey was flown in 1981 over the claim group and defined a number of
weak conductors and two moderate magnetic northwest trends.

Newmont Exploration Canada Ltd. conducted an extensive exploration
program on the Ranger 1-4 claims in 1983 and 1984. A total of 412 soil, 39 silt
and 139 rock chip samples were collected and analyzed over an area of
approximately 1,600 hectares. Some of Newmont's program focused on area now
covered by the Coronado claim, the east boundary of which passes 500 metres west
of the Ranger adit and Saddle Zone. A skarn zone was identified along the ridge
just north of the peak (8,790 ft) and just inside the east boundary of the
Coronado claim. Immediately north of the Coronado claim anomalous soil samples
from the North Ridge Zone range up to 17,600 ppb Au and 5.3 ppm Ag and trend
southward onto the claim. Tanker Oil and Gas Ltd. acquired the Ranger claims in
1985 and from 1985 to 1989 Levon Resources Ltd. conducted geochemical soil
sampling, trenching and airborne geophysical surveys on the property as required
by a joint venture agreement. In 1988 a systematic grid was established for
geochemical soil sampling along northeast oriented lines near the headwaters of
Steep Creek and across the North Ridge Zone. Soil anomalies in this area were as
high as 205 ppb Au, 592 ppm As and 1.4 ppm Ag. Airborne geophysical anomalies
outline several northwest trending EM conductors including one that appears to
trace the skarn zone on the east side of the Coronado claim. Exploration on the
property has been minimal since 1990 and Levon allowed the claims to lapse in
February 1999 when Edward Skoda staked the Coronado claim.

REGIONAL GEOLOGY

Government mappers have published comprehensive descriptions of the
geology of the Bridge River region and appear in C.E.Cairne's article in1937 in
the Geology and Mineral Deposits of the Bridge River Mining Camp, British
Columbia, Geology Survey of Canada, Memoir 213, 140 pages, and more recently C.
Leitch and C.I. Godwin in their article in 1986 entitled "Geology of the
Bralorne-Pioneer Gold Camp" filed with the British Columbia Ministry

6
<PAGE>
of Energy, Mines and Petroleum Resources, Geological Fieldwork 1985, Paper 1986
- - 1, pp. 331-316, and B.N. Church in the next year in the same publication on
paper 1987 -1, pp. 23-29.

The region lies within a fault bounded block of oceanic rocks called
the Bridge River terrane and sandwiched between the larger accreted terranes of
Stikinia on the east and Wrangellia on the west. The Bridge River terrane could
be abducted oceanic floor transported with one of the larger terranes.

The base of the Bridge River terrane is composed of Permo-Triassic (?)
back arc volcanics and sediments of the Fergusson (Bridge River) Group. This is
overlain by formations of the Triassic-Jurassic Cadwallader Group. The
stratified rocks are intruded by syn-volcanic intermediate plutons (Bralorne
intrusives) and faulted against ophiolitic ultramafic intrusions (President
Intrusions). Jurassic and Cretaceous basinal sediments and rift volcanics
(Taylor Creek and Kingsvale Groups) are sequentially intruded by Cretaceous and
Tertiary plutons of felsic composition (Coast Range and Bendor Intrusions).
Relatively flat lying Tertiary intermediate to mafic volcanics (Rexmount
porphyry and Plateau basalt) cap the lithologic sequence.

STRATIGRAPH

The principal bedded rocks in the Bridge River Camp are the Fergusson,
Cadwallader and Taylor Creek Groups. On a regional scale they are exposed mainly
along a wide axial zone of a broad complex antiformal structure, that plunges to
the northwest along an axis that passes through Shalath and Tyaughton lakes and
contains the main valleys of Bridge river and Seton lake.

The oldest known unit in the area is the Fergusson or Bridge River
Group (Middle Triassic and older) which consists primarily of thick sequences of
ribboned chert, schist, gneiss and some marble beds. In localized areas numerous
greenstone dykes and sills cut the sediments.

The Fergusson Group is overlain in turn by three formations of the
Cadwallader Group (Upper Triassic). From oldest to youngest they are the Pioneer
Formation, Noel Formation and Hurley Formation and are best exposed in the area
of the Bralorne-Pioneer mine. The Pioneer Formation consists of greenstones
often described as pillow lavas and aquagene breccias and appear connected to
greenstone feeders seen intruding the Fergusson Group. This unit forms one of
the principal host rocks for gold veins in the Pioneer mine. The Noel Formation
is a black argillite and siltstone unit and overlies Fergusson cherts in the
area of Noel creek but nearby rests on greenstones of the Pioneer Formation. The
Hurley Formation, named for type exposures in the Hurley river, consists
essentially of brown to black argillite intercalated with gritty siltstones,
sandstones and some calcarenites. The upper part of the formation contains beds
of coarse volcanic breccias ranging from dacitic to basaltic in composition.

Cretaceous sediments of the Taylor Creek Group consists of a cyclic
sequences of polymictic pebble and conglomerate beds interlayered with
sandstones and siltstones. A dark grey argillite marker zone (50m) occurs near
the top of the succession estimated to exceed 3000 metres in the type section of
the Taylor Creek basin. The source of fragments within the conglomerate beds is
believed to be from the Fergusson Group and Hurley Formation.

<PAGE>
INTRUSIVES IN THE AREA

The main igneous intrusions are the Bralorne diorite, the President
ultrabasic rocks and quartz diorite and granodiorite of the Coast plutonic
complex. Radiometric dating has helped clarify the sequence of intrusive events
in the Bridge River area (Harrop and Sinclair wrote an article in 1986 entitled
"A Re-valuation of Production Data, Bridge River-Bralorne Camp" which was
published in the British Columbia Ministry of Energy, Mines and Petroleum
Resources under Geological Fieldwork, Paper 1986 - 1, pp. 303-310). Current age
data indicate Bralorne intrusive stocks are intermediate in age between Upper
Cretaceous Coast Plutonic rocks west of the area and the younger Tertiary Bendor
pluton to the east. Bendor intrusions are the youngest of the major intrusions
in the Bridge River camp and represent the eastern edge of the Coast Plutonic
Complex.

The Bralorne diorite is a greenish-grey rock, variably textured from
fine to course grained and appears mottled due a reticulate pattern of light
colored veinlets of felsic minerals. Irregular shaped masses of so called "soda
granite" are seen in both sharp and gradational contact with the diorite at
outcrop scale. The different phases of Bralorne intrusives are exposed from
south of the Pioneer mine to just north of the town of Gold Bridge and are
principal host rocks for gold veins at Bralorne-Pioneer. The alignment and shape
of these bodies suggest emplacement along a major fault zone (ie: Cadwallader
and Fergusson Faults).

President intrusive ultrabasic rocks and metamorphic equivalents
(serpentinite) form lenticular bodies and occur along the same northwest trend
as the Bralorne intrusives suggesting a similar method of emplacement.
Gold-bearing veins in workings of the Bralorne camp lie adjacent to and
terminate against these serpentine bodies.

STRUCTURE OF THE AREA

Repeated cycles of folding and faulting has created a complex
structural history in the Bridge River area which is recorded in the oldest
rocks of the area; the intricately folded Fergusson Group. The structural
history is further complicated by deformation along irregular margins of
granitic plutons and rotation of beds by repeated episodes of faulting.

The major fault lineaments strike north and northwesterly and coincide
with zones of ultramafic rocks mapped on the surface. The principal shear
direction changes from northwest in the area of the Bralorne-Pioneer mine to
north-south in the area north of Gold Bridge between Wayside and Tyaughton lake.

Fault and vein orientations are well documented from the old producing
mines at Bralorne and Pioneer. Major faults of the area can be grouped in two
principle systems, each of which comprises two or more sets of faults. One
system consists of two sets of perpendicular fractures, which strike
approximately at right angles to each other, and at acute angles to the trend of
formations. The other system consists of two sets of fractures with opposed
dips, but which strike parallel to each other and to the trend of the overall
formations. Fractures of the first system contain the principle veins of the
area and formed earlier than the second as they are cut off by some faults
belonging to the second system. The fractures of the second system are mainly
shear zones in less competent sedimentary units; whereas the veins which belong
to the first fracture system are in the more competent Bralorne intrusives and
Pioneer greenstones.

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<PAGE>
The Fergusson fault and Cadwallader shear represent the most important
and continuous fractures in the second system. The Fergusson fault, which
strikes northwesterly to northerly and dips steeply northeast, can be traced
from the Pioneer extension property through the Pioneer and Bralorne mines to
the California workings of the BRX and the Wayside property. The Cadwallader
shear roughly parallels the Fergusson, but dips southwest rather than northeast,
and bounds the west end of veins in the Pioneer and Bralorne mines. Another
important geologic structure follows a chain of lakes beginning with Mead lake
in the south and running through Kingdom, Noel, and McDonald lakes. The unnamed
fault was confirmed by drilling in the Noel Lake area during an exploration
program conducted by Levon Resources in 1994 (as discussed in personal
communication in 1998 with Jim. Miller-Tait by Calvin Church, author of
geological report prepared for the Registrant).

MINERALIZATION IN THE BRIDGE RIVER CAMP

The Bridge River mining camp contains 73 mineral occurrences covering a
roughly elliptical area that includes the former producing gold-silver mines of
Bralorne and Pioneer . Total production from these two mines was about 4,150,000
ounces gold and 0.95 million ounces silver from 7,900,000 tons of ore grading
0.53 oz/ton gold and 0.12 oz/ton silver (between 1899 and 1971). This makes it
the largest gold producer in British Columbia's history approaching the size of
major vein camps in the Canadian Shield such as the Hollinger and MacIntyre
mines, which produced more than 10,000,000 ounces of gold each.

Periodic reactivation along extensive fracture systems provided the
necessary channelways for distributing mineral bearing solutions in the camp and
also served as the loci for emplacement of the Bralorne intrusive suite.
Auriferous quartz veins tend to be hosted in dilatent zones, which formed in
competent brittle diorites, sodagranites and greenstones. Episodic movements in
dilatent fissure zones formed characteristic banding of sulphides and native
gold in the ore at Bralorne. Where fissures pass through less competent
sedimentary rocks the veins tend to pinch out and horsetail due to lack of open
spaces.

The Minto and Congress former producing mines are considered silver
rich and have relatively low Au/Ag ratios compared to Bralorne (5.4) and Pioneer
(4). Minto produced 546.0 kg gold and 1,573.0 kg silver from 79,073 tones of ore
resulting in a Au/Ag ratio of 0.35. Peak production years were in the 1930's.
Production at the Congress mine was at a test scale only and recorded 2.5 kg
gold and 1.3 kg silver recovered from 943 tones of material mined giving a Au/Ag
ratio of 1.9. The alignment of the Congress, Minto and Reliance deposits, along
with high silver values and associated antimony mineralization, defines a
separate younger metalogenic trend within the Bridge River camp.

METAL ZONING PATTERS

Several workers (being G.J. Woodsworth in 1977 in an article entitled
"Metal Distribution Patterns across the Eastern Flank of the Coast Plutonic
Complex, South-Central British Columbia, Economic Geology", Volume 72, 1977, pp.
170-183 and J.C. Harrop in 1986 in an article entitled "A Re-valuation of
Production Data, Bridge River-Bralorne Camp" published with the British Columbia
Ministry of Energy, Mines and Petroleum Resources, Geological Fieldwork, 1985,
Paper 1986 - 1, pp. 303 - 310) have noted the metal zoning of deposits in the
Bridge River camp and their position relative to the Coast granitic intrusives.
In this model the Coast plutons are the heat source and possible origin of
metals which move laterally across the eastern flank of the Coast Plutonic
Complex. Supporting evidence for the model points to a 35 kilometre zonation of
deposits which are arsenic rich nearer the core

9
<PAGE>

(Bralorne-Pioneer) passing through an antimony zone (Congress, Minto) to
deposits enriched in mercury (Lillomer prospect). The zones progressed southwest
to northeast, from oldest to youngest, and some overlapping or gradation between
zones is apparent.

At the Congress mine gold-silver-antimony ore is hosted in shear/vein
systems associated with Tertiary porphyry dykes distal to granitic intrusions.
The shear/vein systems contain cinnabar which would not be stable at the higher
temperatures of formation for quartz veins at Bralorne-Pioneer. Metals are also
vertically zoned at the Congress where gold and arsenopyrite increase with depth
at the same time as stibnite decreases (as indicated in an article written by
Harrop and Sinclair in 1986). The same study analyzed production data from the
Bralorne mine and noted a similar enrichment of gold with depth expressed as
gold/silver ratios which was not due to changes in the extraction process.

PROPERTY GEOLOGY

Massive to finely bedded cherty argillites and volcanics of the Bridge
River (Fergusson) Group outcrop and underlie the claim area. Argillites are not
well exposed in stream valleys due to their fractured nature and weather
brown-orange when exposed at higher elevations. Dark green to purple colored
basalts of the Pioneer Formation weather brown and provide the host for
mineralized veins on the Reliance occurrence on the Menika Mining Co. Ltd.
property two kilometers to the north. Tertiary aged diorite porphyry dykes have
been found to cut the Bendor pluton and were probably emplaced at about the same
time but have not yet been mapped on the property. Similar dioritic feldspar
porphyry dykes are aligned parallel to bedding at the Minto and Congress mines
and are related to mineralizing events there. Most mineralization on the
property is associated with major northwest trending steeply dipping fault
zones. Overburden is fairly extensive on the claim and consists of glacial till,
large boulder fields and moraine deposits.

Geological mapping at 1:5000 scale by Newmont Exploration in 1984
indicates much of the Coronado claim is underlain by well-bedded cherts and
rusty siliceous cherts interbedded with mafic volcanic flows and argillite
interbeds. The chert unit has been very tightly folded in a north-northwest
direction with steep subvertical dips. The greenstone unit is less deformed
except when in fault contact with the chert unit along the primary stratigraphic
contact where interlayers of chert occur within the greenstone along the
contact. These features trend approximately north-south with a steep westerly
dip (80-85(degree)). Bedded and crosscutting narrow quartz-carbonate veins and
lenses occur sporadically within the sediments occasionally containing minor
pyrite. Several pale grey to white limestone units outcrop along the ridge along
the northeast boundary and at one location exhibit contact metamorphic or skarn
mineralization. Outcrops of brown- weathering serpentinite or peridotite occur
along the Steep Creek valley and further southeast along the east side of the
ridge.

Most of the alteration in the rocks southeast of Carpenter Lake is due
to low grade regional metamorphism (chlorite, calcite, hematitic zones in
greenstone etc.). Quartz veins (GREATER THAN 1cm) are abundant in the chert,
whereas calcite veins (1 to 5cm) are common in greenstone. Near the contact of
the two major rock units the greenstone is pervasively carbonatized and
iron-carbonate alteration is noted. Rare large quartz veins, up to 50 cm in
width, occur within the greenstone. A large silicified zone is located on the
east slope of the Steep Creek valley where quartz-filled fractures and silica
flooding occur in thinly bedded cherts or brecciated cherts. Cairnes (1937)
mapped a large fault through Sucker Lake and extending southward along Fergusson
Creek west of the property. Miller-Tait (1998) discovered a north-south trending
unnamed fault he believes defines the east boundary of all the faults at
Bralorne-Pioneer. The fault follows a chain of lakes that includes Mead,
Kingdom, Noel and McDonald lakes. Sheared

10
<PAGE>
and highly altered outcrops mapped on the south bank of Steep Creek are evidence
for a steep northwest trending shear or fault zone. On the north side of Steep
Creek, Menika Mining's drill programs have targeted crosscutting northeast
trending structures hosting gold-arsenic-stibnite mineralization.

Mineralization consists of pyrrhotite, pyrite and trace amounts of
chalcopyrite hosted primarily within volcanics and feldspar porphyry dykes. Most
sulphide occurrences are narrow, generally less than one metre, containing minor
quartz-carbonate lenses and are in close proximity to the sediment/volcanic
contact zone. Minor gossans occur in the underlying sediments near the contact
zone. The contact zones represent the best exploration targets although economic
grade mineralization has not yet been discovered. Disseminated fine pyrite
occurs in a skarnified limestone unit along the east boundary ridge however soil
and rock chip samples returned low values of gold and silver

CONCLUSIONS

o The Coronado claim is situated within the Bridge River gold camp and
includes the former producing mines of Bralorne and Pioneer. Together they
produced more than 7 million tones of ore grading 18 grams per tonne (4
million ounces), making it the largest gold producer in B.C. history.
Typically gold and silver was won from ore shoots in auriferous quartz
veins averaging 2 metres wide, 100 - 200 metres in strike length, with dip
lengths up to 2000 metres. Key factors in the mineralizing events include
proximity to the ultramafic President intrusives, the hosting of veins in
brittle Bralorne intrusives and Pioneer greenstones and repeated fault
movements of dilational fissure zones and fault intersections.

o Regional studies of mineral occurrences within the Bridge River camp
describe lateral mineral zoning across the eastern limit of the Coast
Plutonic Complex. Older high temperature gold-arsenic rich deposits occur
near the core of the complex (Bralorne-Pioneer) and grade gradually into a
younger silver-antimony rich zone (Congress-Minto) then give way to
deposits rich in mercury (Lillomer prospect) at the periphery. The Coronado
claim is situated in the transition zone between gold-arsenic rich deposits
and the silver-antimony rich prospects.

o Several old workings occur close to the property boundaries of the Coronado
claim (California, Gloria Kitty, Ural, Arizona and Reliance) some of which
sustained small-scale production of gold-silver-antimony ores. The Reliance
property has proven and drill indicated reserves of 410,916 tones of ore
grading 5.96 grams/tonne gold. The Ranger prospect, 500 metres to the east,
has produced high grade arsenopyrite-pyrite mineralization in quartz veins
grading 4.46 oz/ton gold and 7.5 oz/ton silver over a width of 30
centimetres (12 inches).

o Minor elevated gold/arsenic values (up to 205ppb Au / 592 ppm As) occur in
the North Ridge area and trend southward into the Coronado property. Past
workers have noted that significant overburden may have masked the
geochemical signature and that sampling density may be insufficient to
properly define mineralized zones.

o Several northwest trending VLF-EM conductors cross the property parallel to
the Steep Creek valley and in line with the Ranger prospect. The lineations
could be caused by fault, shear and/or contact zones which can be important
indicators of sulphide and sometimes

11
<PAGE>
native gold mineralization. Intersecting lineations ( ie - fault
intersections ) such as occurs at the Ranger prospect ( AR# 18,432 ) are
especially important features requiring ground follow up.

o Bridge River (Fergusson) Group cherty argillite units underlay the Coronado
claim and host silver-antimony-gold mineralization in shears and veins on
the nearby Reliance prospect. Similar mineralization styles occur directly
across Carpenter Lake at the Congress property where some of the host rocks
also include fissured Tertiary feldspar porphyry dykes.

RECOMMENDATIONS BY CALVIN CHURCH, P. GEO.

o Air photo interpretation and reconnaissance mapping is required to
determine structural breaks and intersecting fault structures very
important to ground preparation and the formation of mineral deposits in
the area.

o Construction of a soil geochemical grid across structural features sampled
at 20 metre intervals on lines spaced 100 metres apart. Major northwest
striking stratigraphic contacts (greenstone-chert) should be prospected and
the grids orientated perpendicular to them should they appear to be
mineralized.

o Prospecting and detailed geological mapping at 1:2000 scale or better over
the entire claim area. Prospecting could be prioritized according to
favorable geologic contacts especially where VLF-EM conductors have already
been identified.

o Providing favorable results are obtained in the soil geochemical sampling
program additional exploration consisting of trenching and drilling would
be recommended to target anomalies from that program.

REGISTRANT'S MAIN PRODUCT

The Registrant's primary product will be the exploration and
development of its mineral property which might eventually result in the sale of
minerals, both precious and commercial. The Registrant is not at the stage of
development whereby minerals can be mined and sold thereby giving the Registrant
a cash flow.

REGISTRANT'S EXPLORATION FACILITIES

The Registrant will be exploring and developing its mineral claims
initially in the Bralorne area of British Columbia and does not plan to build
any mill or smelter until such time as a production decision is made. This will
be several years into the future before the need to build a permanent facility
is warranted. There currently exists a mill near the old mine of Bralorne. It is
not currently operational because of upgrading during the last several years. In
the event the Registrant finds an ore body and requires milling facilities,
negotiations could be entered into with the current mill owners.

During the exploration period, the Registrant will use tent facilities
to house its geological workers since this will be by far the most economic way
to proceed.

RISK INHERENT IN MINERAL PROPERTIES

There are certain inherent risks with mineral properties from the point
of view of the Registrant and its shareholders as follows:

12
<PAGE>
1. The Coronado claim does not contain a known body of commercial ore and,
therefore, any program conducted on these properties would be an
exploratory search of ore.

2. There is no certainty that any expenditures made in the exploration of
the Coronado property will result in discoveries of commercial
quantities of ore. Most exploration projects do not result in the
discovery of commercially mineable deposits of ore.

3. Resource exploration and development is a speculative business in that
a company might not be able to raise any funding subsequent to the
initial capital.

4. Failure to discover mineral deposits but from finding mineral deposits
which, though present, are insufficient in size or grade to return a
profit from production. The marketability of any minerals acquired or
discovered may be affected by numerous factors which are beyond its
control and which cannot be accurately predicted, such as market
fluctuations, the proximity and capacity of milling facilities, mineral
markets and processing equipment, and such other factors as government
regulations, including regulations relating to royalties, allowable
production, importing and exporting of minerals, and environmental
protection. The mineral industry is intensely competitive and the
Registrant competes with other companies that have greater resources.

5. Mining operations generally involve a high degree of risk. Hazards such
as unusual or unexpected formations and other conditions are involved.
The Registrant may become subject to liability for pollution, cave-ins
or hazards against which it cannot insure or which it may not elect to
insure. The payment of such liabilities may have a material, adverse
effect on the Registrant's financial position.

6. Prior to commencing mining operations on any of its properties, the
Registrant must meet certain stringent environmental requirements.
Compliance with these requirements may prove to be difficult and
expensive. Fortunately the Registrant is currently in the exploration
stage where a system of constructing grids and soil sampling will be
the first exploration procedure. Under the Mines Act of British
Columbia, the Registrant is not required to complete an application for
submission to the district inspector. No bond will have to be posted
with the mining branch to ensure environmental clean up. Nevertheless,
the Registrant will be required to file an application if it decides to
continue exploration activities by either trenching, bulk sampling,
drilling or developing an adit. A bond, the amount to be determined by
the district inspector, will have to be posted to ensure adequate clean
up of the site upon abandonment. At this point the Registrant will have
to prepare a detailed application that will include a deactivation or
reclamation plan. The reclamation plan will have to be completed within
one year of cessation of exploration unless otherwise approved by the
district inspector. At this time, management is unable to assess the
financial impact of any environmental damage other than knowing that
the posted bond will be forfeited in full if the Registrant does not
complete the reclamation correctly.

7. While the Registrant has obtained the usual industry standard title
reports with respect to the Coronado claim, this should not be
construed as a guarantee of title. This property may be subject to
prior unregistered agreements or transfers or native land claims and
title may be affected by undetected defects. Certain of the claims may
be under dispute and resolutions of a dispute may result in the loss of
all of such property or a reduction in the Registrant's interest
therein.

13
<PAGE>
8. The Coronado claim has never been surveyed and, accordingly, the
precise location of the boundaries of the property and ownership of
mineral rights on specific tracts of land comprising the property may
be in doubt.

L. OTHER MINERAL PROPERTIES

The Registrant has not identified any other mineral properties either
for staking or purchasing. It is contemplated that the Registrant will seek
other mineral properties during the fall of 1999 in order to diversify its
holdings into other areas of interest and minerals. The Registrant has not as
yet inaugurated any steps towards the investigation of any mineral properties,
and does not presently have the financial capacity to do so. Any staking and/or
purchasing of mineral properties may involve the issuance of substantial blocks
of the Registrant's shares. The Registrant does not contemplate purchasing any
mineral properties from its officers and directors.

EMPLOYEES

As at April 30, 1999, the Registrant did not have any employees either
part time or full time. Initially the Registrant will not wish to bear the
burden of carrying full time employees especially during periods when it is
difficult to work on the property due to weather conditions. Nevertheless the
executive officers undertook the responsibility of initially identifying a
mineral property of merit, incorporating the Company, obtaining the assistance
of professionals as needed, identifying potential investors to contribute the
initial "seed capital", coordinating various filing requirements and other
matters normally performed by the executive officers. They were not paid for
these services in cash by the Registrant but the Registrant has given
recognition in the financial statements to this contribution by expensing $1,500
for services of the President and crediting capital contribution of a like
amount.

The Registrant is not a party to any employment contracts or collective
bargaining agreements. The British Columbia area has a relatively large pool of
people experienced in exploration and development of mineral properties; being
mainly geologists and mining consultants. In addition, there is no lack of
people who have experience in working on mineral properties either as laborers
or prospectors. The Registrant will use independent workers and consultants
initially on a part time basis.

COMPETITION

In Canada there are numerous mining and exploration companies, both big
and small. All of these mining and exploration companies are seeking properties
of merit and availability of funds. The Registrant will have to compete against
such companies to acquire the funds to develop its mineral claims. The
availability of funds for exploration is sometimes limited and the Registrant
might find it difficult to compete with larger and more well-known companies for
capital. Even though the Registrant has the rights to the mineral on its claims
there is no guarantee it will be able to raise sufficient funds in the future to
maintain its mineral claims in good standing. Therefore, if the situation occurs
that it does not have sufficient funds for exploration the claims might lapse
and be staked by other mining interests. The Registrant might be forced to seek
a joint venture partner to assist in the development of its mineral claims. In
this case, there is the possibility that the Registrant might not be able to pay
its proportionate share of the exploration costs and might be diluted to an
insignificant carried interest.

Even when a commercial viable ore body is discovered, there is no
guarantee competition in refining the ore will not exist. Other companies may
have long term contracts with refining companies thereby inhibiting the
Registrant's ability to process its ore and eventually market it. At

14
<PAGE>

this point in time the Registrant does not have any contractual agreements to
refine any potential ore it might discover on its mineral claims.

The exploration and development business is highly competitive and
highly fragmented, dominated by both large and small mining companies. Success
will largely be dependent on the Registrant's ability to attract talent from the
mining field. There is no assurance that the Registrant's mineral expansion
plans will be realized.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION

The discussion contained in this Item 2 is "forward looking" in that
actual work performed on the Registrant's mineral property may differ from the
recommended work program as set forth in the geological report dated April 7,
1999 prepared by Calvin Church, P.Geo.. Factors that could cause the work
program to differ are described throughout this Form.

PLAN OF OPERATION

To date the Registrant has concentrated on the Coronado claim. In the
future, the Registrant will seek to investigate other mining properties to
determine which ones are of merit and are of interest to the Registrant. Subject
to the availability of financing, the Registrant will seek to increase its
inventory of mineral properties and, if acceptable to management, enter into
joint venture agreements to develop various other mineral properties of merit.
(See Part 1, Item 1 - "Description of the Business"). The Registrant will seek
to generate such funds through the sale of securities and/or institutional
financing. If an underwriter can be found, a public offering of common stock
will be considered; alternatively the Registrant will seek to raise funds
through a private offering of securities to an institutional buyer or through a
registered broker dealer. The Registrant does not presently have any financing
arranged for nor has any underwriter yet expressed interest in such an offering,
and there can be no assurance that an underwriter can be found on terms
acceptable to the Registrant. In the absence of such financing, the Registrant
may be unable to put its plans into effect.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 1999, the Registrant had $5,663 of assets, and $9,110
of liabilities of which $6,475 is due to the President of the Registrant. The
cash equivalent as at April 30, 1999 was $5,663.

The Registrant has no contractual obligations for either lease
premises, employment agreements or work commitments on the Coronado claim and
has made no commitments to acquire any asset of any nature.

Operational and administrative expenses of the Registrant for 1999 are
projected to be approximately $4,500 which will comprise audit ($1,500), filing
fees with regulatory authorities -Edgar ($1,200), transfer agent's fees ($1,000)
and miscellaneous ($750). The Coronado claim is in good standing until February
2000 and if warranted the Registrant need not spend any money on its claim until
that date. The current cash position is sufficient to pay the above noted
expenses and if required the officers and directors can advance additional funds
to the Registrant.

Since February 2, 1999, the date of inception, the Registrant has
incurred the following expenses:

Audit fee (i) $ 1,500
Bank charges (ii) 15
Geology report (iii) 1,270
Incorporation costs written-off (iv) 519
Management fee (v) 1,500
Office and miscellaneous (vi) 30
Rent (vii) 900
Staking costs (viii) 348
Telephone (ix) 300
Transfer agent's fees (x) 2,265
---------
Total expenses for the period $ 8,647
=========

15
<PAGE>
(i) Audit fee - $1,500

The Registrant had its financial statements audited as at April 30,
1999, as attached to this Form 10-SB. The accounting and preparation of
a working paper file for submission to the auditor was prepared by the
Registrant's President.

(ii) Bank changes - $15

Monthly service charges for operating the account as charged by the
Bank of Montreal.

(iii) Geology report - $1,270

The Registrant engaged the services of Calvin Church, P. Geo., to write
a report to the Registrant detailing the mineralization on the Coronado
claim and recommending a future work program. This report was completed
on April 7, 1999 and has been summarized on page 4 of this Form under
the heading of "Exploration and Development of Coronado Mineral
Property."

(iv) Incorporation costs written-off - $519

The Registrant has treated the costs of incorporation as period costs
and has written them off as an expense in the current period rather
than capitalize them and amortization them over a period of time. The
actual cost of incorporating in the State of Delaware was $255 but due
to an error in establishing the authorized share capital at 25,000,000
common shares at a par value of $0.001 an additional cost of $264 was
incurred.

(v) Management fee - $1,500

The Registrant has not paid any fees to its directors or officers
during the current period. Nevertheless, the Registrant realizes that
there is a cost involved in the directors and officers devoting time
and effort to the affairs of the Registrant. Therefore, a management
fee of $1,500 has been expensed and credited to capital contribution
during the current period.

(vi) Office and miscellaneous - $30

Office and miscellaneous represents the printing of cheques for use by
the Registrant.

(vii) Rent - $900

The Registrant uses the personal residents of the President of the
Registrant as an office. No charge has been incurred by the Registrant.
Nevertheless, the Registrant recognizes that there is a cost to using
an office and therefore has expensed $900 and credited to capital
contribution a similar amount.

16
<PAGE>

(viii) Staking costs - $348

The Registrant engaged the services of Edward Skoda to stake the
Coronado claim in the Bralorne area of British Columbia. Mr. Skoda
invoiced the Registrant for his staking and recording costs.

(ix) Telephone - $300

The Registrant has not incurred any telephone charges to date.
Nevertheless, the Registrant recognizes the fact that there is a
telephone cost to operating a business and therefore has expensed $300
with an offsetting credit to capital contribution. This expense was
determined on the fair market value of obtaining a telephone line and
operating for a three month period.

(x) Transfer agent's fees - $2,265

Transfer agent's fees comprise $1,200 as the annual fee paid to
maintain an account with the transfer agent and $1,065 for preparation
and issuance of share certificates. The Registrant has treated for
accounting purposes the annual fee of $1,200 as a period cost and has
written it off in the current period rather than amortizing it over the
entire year.

Management estimates that the current funds on hand will not be
sufficient to allow the Registrant to undertake an exploration activities on the
Coronado mineral claim but is sufficient satisfy all outstanding accounts
payable, other than due to the President of the Registrant, and maintain
operations for several months. The funds required over the next several months
will be for filing fees, accounting and general office expenses.

Management does not believe the Company's operations have been
materially affected by inflation.

ITEM 3. DESCRIPTION OF PROPERTY

The Coronado claim consists of one 20 unit metric claim situated within
the Bridge River gold camp near the town of Gold Bridge, 160 kilometres north of
Vancouver, British Columbia. The property is 100% owned by the Registrant.

The Bridge River camp is host to 73 documented mineral localities two of which
contained substantial tonnage of gold and silver ore. The Bralorne and Pioneer
former mines produced 4,150,000 ounces of gold and 950,000 ounces of silver,
from 7,900,000 tons of ore grading 0.53 oz/ton gold and 0.12 oz/ton silver,
between 1899 and 1971 (principle production was from 1932-1971). Total gold
production from the former producing mines in the Bridge River camp remain
foremost in British Columbia's history (see Part 1- "Exploration and Development
of the Coronado Claim).

Regional patterns of metal zonation across the eastern flank of the
Coast Plutonic Complex divide the camp into gold rich and silver rich deposits
related to the proximity with the central plutons. `Congress type'
mineralization, represented by low gold-silver ratios and antimony rich ores,
developed distal to coast granitic intrusives in shear zones and Tertiary
porphyry dykes. Mineralization at the Bralorne and Pioneer mines consist of gold
and arsenopyrite bearing quartz veins filling en echelon tension fractures in
the Bralorne diorite and Pioneer greenstones. The Coronado property is located
in a transition zone between gold-arsenic rich and silver-antimony rich zones.
Although economic mineralization has not yet been identified on the property,
soil geochemical sampling has defined one multielement geochemical

17
<PAGE>
anomaly and several north-south trending VLF-EM conductors within altered
volcanic and sedimentary rocks.

An exploration program including reconnaissance mapping, prospecting
and geochemical sampling is recommended to determine the extent of the
mineralizing system on the Coronado property. Further programs of trenching and
drilling are recommended contingent on favorable results of each preceding
exploration phase.

OFFICES

The Registrant's executive offices are located at 397 Ventura Crescent,
North Vancouver, British Columbia, Canada. The office is located in the personal
residence of the President of the Registrant. There is no charge to the
Registrant for office but an imputed charge of $900 has been expensed during the
current period with an offsetting entry to capital contribution. The Registrant
realizes it will eventually require an office once it has started exploration
work on the Coronado claim. No office space has been identified at this time.

INCORPORATION IN THE STATE OF DELAWARE

The Registrant incorporated in the State of Delaware rather than
British Columbia mainly due to the tax reasons. In addition, both the Federal
and Provincial Governments impose tax on any profits made. This tax could range
as high as 51% of net income. By having a Delaware based company the Registrant
will only be subject to a 15% withholding tax as set forth in the Canada/ US Tax
Treaty.

OTHER PROPERTY

The Registrant does not own any other property other than the rights to the
minerals located on the Coronado claim.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERSHIP AND MANAGEMENT

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information with respect to the
beneficial ownership of each person who is known to the Registrant to be the
beneficial owner of more than 5% of the Registrant's Common Stock as of April
30, 1999.

18
<PAGE>
<TABLE>
<CAPTION>

(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership (1),(2) Class (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common MARY M. HETHEY 25,000 (i) 10.0%
Shares 397 Ventura Crescent
North Vancouver, B.C.
Canada, V7N 3G7

Common CARSTEN MIDE 20,000 (ii) 8.0%
Shares 2453 Phillips Place
Burnaby, British Columbia
Canada, V5A 2W1

Common JACK CEWE 17,500 (iii) 7.0%
Shares 1008 Alderside Drive
Port Moody, British Columbia
Canada, V3H 3A6

Common MICHAEL THACHUK 15,000 (iii) 6.0%
Shares 47 - 20761 Telegraph Trial
Surrey, British Columbia
Canada, V1M 2W3

Common E. DEL THACHUK 15,000 (iii) 6.0%
Shares 34-3387 King George Highway
Surrey, British Columbia
Canada, V4P 1B7

Common JOHN KRUSHNISKY 15,000 (iii) 6.0%
Shares 1070 Eden Crescent
Delta, British Columbia
Canada, V4L 1X1

Common ROBIN HETHEY 15,000 (iii) 6.0%
Shares Site 4E, C-17
Royal Route #2
Gibsons, British Columbia
Canada, V0N 1V0

Common RYAN WILSON 12,500 (iii) 5.0%
Shares 201 - 888 Bute Street
Vancouver, British Columbia
Canada, V6E 1Y5
</TABLE>
- ---------------

(1) As of April 30, 1999 there were 250,000 common shares outstanding. Unless
otherwise noted, the security ownership disclosed in this table is of record
and beneficial.

(2) Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
persons having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons.

(i) Mary Hethey, the President and Director of the Registrant, purchased
for cash 20,000 shares at a price of $0.01 per share. In addition,
Mrs. Hethey's two sons purchased for cash 2,500 shares each at $0.01
per share. All these shares were issued pursuant to the exemption
from registration under Section 4(2) of the Securities Act of 1933,
as amended. Each of the share certificates has the appropriate legend
restricting its sale and transfer.

(ii) Carsten Mide, a director of the Registrant, purchased for cash 10,000
shares at a price of $0.01 per share. The wife of Carsten Mide
purchased for cash 10,000 shares at a price of $0.01 per

19
<PAGE>
share. All these shares were issued pursuant to the exemption from
registration under Section 4(2) of the Securities Act of 1933, as
amended. Each of the share certificates has the appropriate legend
restricting its sale and transfer.

(iii) Represents the combined number of shares of the shareholder shown
above and their respective spouse living in the same residence. Both
of the purchases were for cash consideration at a price per share of
$0.01. These shares were issued in accordance with the exemption from
registration provided by Rule 504 of Regulation D of the Securities
Act of 1933, as amended and an appropriate Form D was filed in
connection with the issuance of these shares.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of April 30, 1999.

<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership (1),(2) Class (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common MARY M. HETHEY 25,000 (3)(4) 10.0%
Shares 397 Ventura Crescent
North Vancouver, B.C.
Canada, V7N 3G7

Common CARSTEN MIDE 20,000 (3)(4) 8.0%
Shares 2453 Phillips Place
Burnaby, British Columbia
Canada, V5A 2W1

Common STACEY BLIGH 5,000 (3) 2.0%
Shares Suite 2406-1050 Burrard St.
Vancouver, B.C.
Canada, V6Z 2S3

All officers and directors as a 50,000 20.0%
group (three persons)
</TABLE>
- --------

(1) As of April 30, 1999, there were 250,000 common shares outstanding. Unless
otherwise noted, the security ownership disclosed in this table is of record
and beneficial.

(3) Mrs. Hethey is President and a Director of the Registrant and one of the
controlling shareholders. This stock is restricted since it was issued in
compliance with the exemption form registration provided by Section 4 (2) of
the Securities Act of 1933, as amended. After this stock has been held for
one (1) year, Mrs. Hethey could sell a percentage of her shares every three
months based on 1% of the outstanding stock. Therefore, this stock cannot be
sold except in compliance with the provisions of Rule 144.

Mr. Mide is a Director of the Registrant and one of the controlling
shareholders. This stock is restricted since it was issued in compliance
with the exemption form registration provided by

20
<PAGE>
Section 4 (2) of the Securities Act of 1933, as amended. After this stock
has been held for one (1) year, Mr. Mide could sell a percentage of his
shares every three months based on 1% of the outstanding stock. Therefore,
this stock cannot be sold except in compliance with the provisions of Rule
144.

Ms. Bligh is the Secretary Treasurer of the Registrant. This stock is
restricted since it was issued in compliance with the exemption form
registration provided by Section 4 (2) of the Securities Act of 1933, as
amended. After this stock has been held for one (1) year, Ms. Bligh could
sell a percentage of her shares every three months based on 1% of the
outstanding stock. Therefore, this stock cannot be sold except in compliance
with the provisions of Rule 144.

(4) The immediate families of Mrs. Hethey and Mr. Mide acquired shares in the
capital stock of the Registrant for cash consideration. The number of shares
so acquired in total was 15,000 shares. This stock has been restricted and
the appropriate legend affixed thereto since the three acquiring
shareholders live in the same residence as either Mrs. Hethey or Mr. Mide.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS

The following table identifies the Registrant's directors and executive
officers as of April 30, 1999. Directors are elected at the Registrant's annual
meeting of stockholders and hold office until their successors are elected and
qualified. The Registrant's officers are appointed annually by the Board of
Directors and serve at the pleasure of the Board.

Term as
Director
Name Position Held Expires
---- ------------- -------

Mary Hethey President and Director 2000

Carsten Mide Director 2000

Stacey Bligh Secretary Treasurer -

Mary Hethey, 49, is the Registrant's founder and has been its President
since inception. She was born in Galt, Ontario, Canada. She was educated at the
University of Toronto where she obtained a Bachelor of Arts degree in honors
Economics and Mathematics. Subsequent to graduation she was employed with
Burrows Business Machines as a computer programmer during 1974 and 1975 in
Vancouver, British Columbia. Subsequently she became a student in accounting and
articled with Clarkson Gordon (1975-1978) and Collins Burrows (1978 - 1980). In
1979 she obtained her degree as a Chartered Accountant. During the last five
years she has been employed as follows:

<TABLE>
<CAPTION>
Type of Years of
Name of Company Business Employment Position Location
--------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C>
North Shore Credit Union Bankers 1997 - 1998 Accountant Vancouver, Canada

Self-employed accountant Consulting 1993 - 1997 Accountant Vancouver, Canada

Harvey Hill, Chartered Professional 1990 - 1993 Accountant West Vancouver, Canada
Accountant Accountant

</TABLE>
21

<PAGE>
Mrs. Hethey was the Secretary Treasurer of Goldking Resources Inc., a
company listed on the OTC Bulletin Board but is no longer in that position. Nine
years ago she was a director and officer of Arthurian Resources Inc. and a
director of Creative Products Inc.; both companies formerly listed on the
Vancouver Stock Exchange.

Mrs. Hethey has had experience in mining companies having performed
accounting and auditing services for them as well as being a director of
Arthurian Resources Inc., a company which had a mineral property in Ontario.

Carsten Mide, 54, has been in the property development business for the
past thirty three years and in residential home building for the past 28 years.
His is currently a director and officer of several private companies as follows:

<TABLE>
<CAPTION>
Number of
Business of Executive Years being Jurisdiction of
Name of Company the Company Position Involved Incorporation
--------------- ----------- -------- -------- -------------
<S> <C> <C> <C> <C>
Mide Developments Ltd. Property development President and 33 British Columbia,
Director Canada

Mide Holdings Ltd. Residential home President and 28 British Columbia,
construction Director Canada

Dunbarton Properties Ltd. Property development President and 10 British Columbia,
Director Canada

Zarcan Minerals Inc. (*) Mineral exploration Vice-President 1.5 British Columbia,
and Canada
Director

Alta Sierra Resources Inc. Mineral exploration President and 1.5 Alberta, Canada
Director

Five Star International Mineral exploration President and 1.5 Alberta, Canada
Resources Inc. Director
</TABLE>

- -----------
(*) It is anticipated that Zarcan Minerals Inc. will seek a listing on the
Vancouver Stock Exchange within the near future.

Mr. Mide has not been involved in any public company either in Canada
or the United States and has not been associated with any OTC Bulletin Board
company to date. As noted above, Mr. Mide has had experience in mining and has
been a director of several mining companies during the past several years.

Stacey Bligh,26, has been the Secretary Treasurer of the Registrant
since its inception. She graduated from Edward Milne Secondary School in 1990
with the Dogwood Diploma after having achieved the Honor Roll Status for four
consequent years before obtaining a position with Westport Design Centre where
her responsibilities were preparing bid sheets for large development projects,
job costing and co-coordinating activities with various departments. In 1992 she
attended the University of Victoria for two years where she majored in Biology.
Subsequent to leaving university Ms. Bligh became an assistant appraiser for
D.R. Coell & Associates in Victoria, British Columbia where her duties

22
<PAGE>
comprised proof reading all residential property appraisals and ensuring the
legal matters were attended to. In 1995 she moved to Whistler, British Columbia
and worked for Re/Max completing all closing documentation for real estate
projects. Subsequently she was employed by Whistler Resort Association where she
was responsible for food and beverage accounting and supervising all staff at
functions involving cash sales. Presently Ms. Bligh is employed by her personal
wholly-owned company undertaking administrative work for various other
companies.

None of the Directors or Executive Officers work full time for the
Registrant, but intend to devote such time as their responsibilities require. It
is estimated that monthly time attributed to the President of the Registrant
will be approximately 20 hours, comprising mainly administrative and accounting
duties, whereas the Secretary Treasurer will devote 10 hours per month
consisting mainly of preparation of corporate documents. This time will increase
when the Registrant undertakes a work program on its property. None of the
Registrant's Directors are currently directors of other companies registered
under the Securities and Exchange Act of 1934.

There are no family relationships between the directors, executive
officers or with any person under consideration for nomination as a director or
appointment as an executive officer of the Registrant.

ITEM 6. EXECUTIVE COMPENSATION

None of the Registrant's executive officers have received compensation
since the Registrant's inception.

The following table sets forth compensation paid or accrued by the
Registrant during the period ended April 30, 1999 to the Registrant's President
and shows compensation paid to any other officers or directors.

SUMMARY COMPENSATION TABLE (1999)

Long Term Compensation (US Dollars)
----------------------------------------------
Annual Compensation Awards Payouts
------------------------------------ ------------------- --------
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
annual stock Options/ LTIP compen-
Name and Princi- Comp. awards SAR payouts sation
pal position Year Salary ($) ($) (#) ($) ($)
------------ ---- ------ --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Mary Hethey, 1999 -0- -0- -0- -0- -0- -0-
President and
Director

Carsten Mide, 1999 -0- -0- -0- -0- -0- -0-
Director

Stacey Bligh, 1999 -0- -0- -0- -0- -0- -0-
Secretary
</TABLE>

There has been no compensation given to any of the Directors or
Officers during 1999. There are no stock options outstanding as at April 30,
1999 and no options have been granted in 1999, but it is contemplated that the
Registrant may issue stock options in the future to officers, directors,
advisers and future employees.

COMPENSATION OF DIRECTORS

Members of the Board of Directors do not receive cash compensation for
their services as Directors. Directors are not presently reimbursed for expenses
incurred in attending Board meetings.

23
<PAGE>

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Registrant has never before filed a prospectus specified under
Section 10(a) of the Securities Act of 1933 at this time. The Registrant raised
funds from its officers and directors relatives, friends and business associates
as more fully described below.

Shares issued to Directors and Officers

The directors and officers of the Registrant subscribed for 50,000
shares at $0.01 per share for cash consideration. The breakdown of the shares is
as follows:

Mary Hethey 20,000 shares
Carsten Mide 10,000 shares
Stacey Bligh 5,000 shares

This stock is restricted since it was issued in compliance with the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended. After this stock has been held for one year, the holders of
these shares of the Registrant could sell a percentage of their shares every
three months based on 1% of the outstanding stock in the Registrant. Therefore,
this stock can be sold after the expiration of one year in compliance with the
provisions of Rule 144. There are "stop transfer" instructions placed against
this stock and a legend is imprinted on each stock certificate.

Shares issued to Other Shareholders

On or about March 31, 1999, the Registrant issued the following shares
to individuals listed for the consideration of $0.01 per share. All shares were
paid for in cash. These shares were issued in accordance with the exemption from
registration provided by Rule 504 of Regulation D of the Securities Act of 1933,
as amended and an appropriate Form D was filed in connection with the issuance
of these shares.

NUMBER OF
SHAREHOLDER SHARES
----------- ------

Kirsten Wilson 7,500
Albert Ezzy 5,000
Jack Cewe 7,500
Mabel Cewe 10,000
Judith Mide (i) 10,000
Ryan Wilson 5,000
Michael Hardy 5,000
Peter Lewis 10,000
Paul Wolfe 10,000
William Work 5,000
Carrie Thachuk 7,500
Del Thachuk 7,500
Maryanne Thachuk 7,500
Michael Thachuk 7,500
John Krushnisky 4,000
Gordon Krushnisky 5,000
Jako Krushnisky 5,000
John Walker 5,000
Carol Finley 5,000

24
<PAGE>
Glyn Hethey 5,000
Robin Hethey 10,000
Michael Kennaugh 10,000
Philip Yee 5,000
Raymond Contoli 10,000
Randy Contoli 5,000
Carol Krushnisky 11,000
Ray Paquette 5,000
Edward Skoda 5,000
Peggy Hung 5,000
James Bruce 5,000
Steven Bruce 5,000
James Hethey (i) 2,500
Charles Hethey (i) 2,500

(i) These shares were issued pursuant to the exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended. After
this stock has been held for one year, the holders of these shares of
the Registrant could sell a percentage of their shares every three
months based on 1% of the outstanding stock in the Registrant.
Therefore, this stock can be sold after the expiration of one year in
compliance with the provisions of Rule 144. There are "stop transfer"
instructions placed against this stock and a legend is imprinted on
each stock certificate.

Certain parties interested in the Registrant's success have contributed
and continue to contribute time, office space, telephone, and other expenses,
without compensation or reimbursement. The Registrant has given recognition to
this contribution by including in expenses and crediting capital surplus the
following amounts:

Management fees $ 1,500
Rent 900
Telephone 300
--------
$ 2,700
========

The directors of the Registrant are directors, officers, stockholders
and employees of other companies. Therefore, conflicts of interest may arise
between their duties as directors of the Registrant and as directors and
officers of other companies. The Registrant has formulated no policy for the
resolution of such conflict.

The President of the Registrant has advanced money to the Registrant
for the following purposes:

Payment of original incorporation costs $ 255
Amendment to authorized capital (i) 264
General working capital 5,956
--------
$ 6,475
========

(i) The authorized share capital was originally established upon
incorporation at 1,500 common shares with a par value of
$0.001. This was amended to 25,000,000 common shares with a
par value of $0.001

The above noted advance is on a demand basis and bears no interest. Had
an interest rate of 10% been used the amount of interest due and payable would
have been $53.

<PAGE>
The two directors are prepared to advance other money to the Registrant
for an exploration program on the Coronado claim. Such commitment would not
exceed $50,000 since any exploration program initially would not incur this
cost. If the Registrant is unable to raise further money from the issuance of
its capital stock or institutional investors and the directors are unwilling to
advance further funds subsequent to the above noted advancement, then the
Registrant will not be able to operate as a going concern and might cease to
exist.

The Registrant has not entered into any transactions with a related
party and does not intend to do so in the immediate future. It is the intention
of the Registrant to deal with third parties in all its acquisitions of
properties.

REPORTS TO SECURITY HOLDERS

Prior to filing this Form 10-SB, the Registrant has not been required
to deliver annual reports. To the extent that the Registrant is required to
deliver annual reports to security holders through its status of a reporting
company, the Registrant shall deliver annual reports. Also, to the extent the
Registrant is required to deliver annual reports by the rules or regulations of
any exchange upon which the Registrant's shares are traded, the Registrant shall
deliver annual reports. If the Registrant is not required to deliver annual
reports, the Registrant will not go to the expense of producing and delivering
such reports. If the Registrant is required to deliver annual reports, they will
contain audited financial statements as required.

Prior to the filing of this Form 10-SB, the Registrant has not filed
reports with the Securities and Exchange Commission. Once the Registrant becomes
a reporting company, management anticipates that Forms 3, 4, 5, 10K-SB, 10Q-SB,
8-K and Schedules 13D along with the appropriate proxy material will have to be
filed as they come due. If the Registrant issues additional shares, the
Registrant may file additional registration statements for those shares.

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

YEAR 2000 COMPUTER PROBLEMS

The Registrant is engaged in and dependent on computer technology in
its business operations. Many existing computer programs use only two digits to
identify a year in the date field; i.e., "98" instead of "1998". These programs
were designed and developed without considering the impact of the upcoming
change in the century, i.e., Year 2000. The Registrant uses computer software
programs and systems that are essential to its business operations. If not
corrected, many computer applications could fail or create erroneous results by
or at the Year 2000. The Registrant has:

(i) diagnosed and repaired the existing and known Year 2000 problems
in its computer software and systems;

(ii) reviewed the possible contingent liabilities the Registrant may
have to third parties as a result of non-compliant systems; and

<PAGE>
(iii) examined the extent the Registrant depends on third parties whose
systems may not be Year 2000 compliant.

However, there may be untold numbers of unforeseen circumstances or
unknown factors which the Registrant has not yet identified, determined or
anticipated regarding the Year 2000 computer problems, and such problems could
have a material adverse affect on the Registrant's business operations and
financial condition. Consequently, the Registrant can give no assurance that the
Year 2000 compliance can be fully achieved without costs and uncertainties that
may seriously and substantially adversely affect the Registrant's operations and
financial results.

In summary, the problem is a massive, pervasive, complex, world-wide
phenomena that could, in a worst-case scenario, totally shut down and destroy
the Registrant's business operations.

ITEM 8. DESCRIPTION OF SECURITIES

The Registrant's articles of incorporation currently provide that the
Registrant is authorized to issue 25,000,000 shares of common stock, par value
$0.001 per share. As at April 30, 1999, 250,000 shares were outstanding.

COMMON STOCK

Each holder of record of the Registrant's common stock is entitled to
one vote per share in the election of the Registrant's directors and all other
matters submitted to the Registrant's stockholders for a vote. Holders of the
Registrant's common stock are also entitled to share ratably in all dividends
when, as, and if declared by the Registrant's Board of Directors from funds
legally available therefore, and to share ratably in all assets available for
distribution to the Registrant's stockholders upon liquidation or dissolution,
subject in both cases to any preference that may be applicable to any
outstanding preferred stock. There are no preemptive rights to subscribe to any
of the Registrant's securities, and no conversion rights or sinking fund
provisions applicable to the common stock.

Neither the Registrant's articles of incorporation nor its bylaws
provide for cumulative voting. Accordingly, persons who own or control a
majority of the shares outstanding may elect all of the Board of Directors, and
persons owning less than a majority could be foreclosed from electing any.

OPTIONS OUTSTANDING

There are no outstanding options. It is the intention of the Board of
Directors to grant stock options to directors, officers and future employees at
some time in the future. At the present time no consideration has been given to
the granting of stock options.

<PAGE>
PART 11

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

MARKET INFORMATION

The Registrant's stock is not presently traded or listed on any public
market. Upon effectiveness of the Registrant's registration statement under the
Securities Exchange Act of 1934, it is anticipated one or more broker dealers
may make a market in its securities over the counter, with quotations carried on
the National Association of Securities Dealers, Inc.'s "OTC Bulletin Board".

There is no established market price for the shares. There are no
common shares subject to outstanding options or warrants or securities
convertible into common equity of the Registrant. The number of shares subject
to Rule 144 is 50,000. Each share certificate has the appropriate legend affixed
thereto. There are no shares being offered to the public and no shares have been
offered pursuant to an employee benefit plan or dividend reinvestment plan.

HOLDERS

The approximate number of record holders of the Registrant's common
stock as at April 30, 1999 is 36 of which three are either directors or officers
of the Registrant.

DIVIDENDS

The Registrant has never paid cash dividends on its common stock and
does not intend to do so in the foreseeable future. The Registrant currently
intends to retain any earnings for the operation and expansion of its business.

TRANSFER AGENT

The Registrant's transfer agent is Nevada Agency & Trust Co., 50 West
Liberty Street, Suite 880, Reno, Nevada, 89501.

ITEM 2. LEGAL PROCEEDINGS

There are no legal proceedings to which the Registrant is a party or to
which its property is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.

ITEM 3. DISAGREEMENT WITH ACCOUNTANTS AND
FINANCIAL DISCLOSURE

From inception to date, the Registrant's principal accountant is
Andersen Andersen & Strong, L.C. of Salt Lake City, Utah. The firm's report for
the period from inception to April 30, 1999 did not contain any adverse opinion
or disclaimer, nor were there any disagreements between management and the
Registrant's accountants.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

From inception through to April 30, 1999, the Registrant has issued and
sold the following unregistered shares of its common stock (the aggregated value
of all such offerings did not exceed US$1,000,000):

28
<PAGE>
(i) Subscription for 35,000 shares by the Directors and Officers of the
Company

On March 31,1999 the Registrant issued to its President, Mary Hethey,
20,000 common shares, to its other Director, Carsten Mide, 10,000 common shares
and to its Secretary Treasurer , Stacey Bligh, 5,000 common shares, all for cash
consideration at a price of $0.01 per share. This stock is restricted since it
was issued in compliance with the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended. After this stock has
been held for one year, the Directors could sell within a three month period a
percentage of their shares based on 1% of the outstanding stock in the
Registrant. Therefore, this stock can be sold after the expiration of one year
in compliance with the provisions of Rule 144. There are "stop transfer"
instructions placed against this certificate and a legend has been imprinted on
the stock certificate itself.

(ii) Subscription for 215,000 shares

On March 31, 1999, the Registrant accepted subscriptions from
thirty-three investors in the amount of 215,000 shares at a price of $0.01per
share. In all cases the consideration was cash. These shares were issued in
accordance with the exemption from registration provided by Rule 504 of
Regulation D of the Securities Act of 1933, as amended, and an appropriate Form
D was filed in connection with the issuance of these shares. Out of the 215,000
shares subscribed for, there were 15,000 shares which were restricted due to
being purchased by individuals directly related to one or more of the officers
and directors. The balance of 200,000 shares subscribed for and paid are shares
which can be traded without restrictions. All the shareholders live outside the
United States and none are US citizens.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles of Incorporation contain provisions which, in substance,
eliminate the personal liability of the Board of Directors and officers of the
Registrant and its shareholders from monetary damages for breach of fiduciary
duties as directors to the extent permitted by Delaware law. By virtue of these
provisions, and under current Delaware law, a director of the Registrant will
not be personally liable for monetary damages for breach of fiduciary duty,
except liability for:

a. breach of his duties of loyalty to the Registrant or to its
shareholders;

b. acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

c. dividends or stock repurchase or redemptions that are unlawful under
Delaware law; and

d. any transactions from which he or she receives an improper personal
benefit.

These provisions pertain only to breaches of duty by individuals solely
in the capacity as directors, and not in any other corporate capacity, such as
an officer, and limit liability only for breaches of fiduciary duties under
Delaware law and not for violations of other laws (such as Federal securities
laws). As a result of these indemnifications provisions, shareholders may be
unable to recover monetary damages against directors for actions taken by them
that constitute negligence or gross negligence or that are in violation of their
duties, although it maybe possible to obtain injunctive or other equitable
relief with respect to such actions.

The inclusion of these indemnification provisions in the Registrant's
By-laws may have the effect of reducing the likelihood of derivation litigation
against directors, and may discourage or deter

29
<PAGE>
shareholders or management from bringing lawsuit action, if successful, might
otherwise benefit the Registrant or its shareholders.

The Registrant has entered into separate indemnification agreements
with its directors and officers containing provisions that provide for the
maximum indemnification allowed to directors and officers under Delaware law and
the Registrant, among other obligations, to indemnify such directors and
officers against certain liabilities that may arise by reason of their status as
directors and officers, other than liabilities arising from willful misconduct
of a culpable nature, provided that such persons acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interest of the Registrant and, in the case of criminal proceeding, had no
reasonable cause to believe that his or her conduct was unlawful. In addition,
the indemnification agreement provides generally that the Registrant will,
subject to certain exceptions, advance the expenses incurred by director and
officers as a result of any proceedings against them as to which they may be
entitled to indemnifications. The Registrant believes these arrangements are
necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in such act, and is
therefore unenforceable.

30
<PAGE>

PART F/S

FINANCIAL STATEMENTS

The following financial statements are filed with this Form 10-SB:

Page
----

Report of Independent Certified Public Accountants 32

Financial Statements of Coronado Explorations Inc.

Balance Sheet as at April 30, 1999 33

Statement of Operations for the Period from February 2, 1999 (Date
of Inception) to April 30, 1999 34

Statement of Changes in Stockholders' Equity for the Period from
February 2, 1999 (Date of Inception) to April 30, 1999 35

Statement of Cash Flows for the Period from February 2, 1999 (Date
of Inception) to April 30, 1999 36

Notes to Financial Statements 37

<PAGE>

<TABLE>
<S> <C>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
E-mail Kandersen @ msn.com
</TABLE>

Board of Directors
Coronado Explorations Ltd.
Vancouver B. C. Canada

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of Coronado Explorations Ltd. (a
development stage company) at April 30, 1999 and the statement of operations,
stockholders' equity, and cash flows for the period from February 2, 1999 (date
of inception) to April 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coronado Explorations Ltd. at
April 30, 1999 and the results of operations, and cash flows for the period from
February 2, 1999 (date of inception) to April 30, 1999 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5 . These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
May 10, 1999

A member of ACF International with affiliated offices worldwide

32
<PAGE>

CORONADO EXPLORATIONS LTD.
(A DEVELOPMENT STAGE COMPANY)
BALANCE
APRIL 30, 1999

ASSETS
CURRENT ASSETS
Cash $ 5,663
------
Total Current Assets 5,663
------

OTHER ASSETS
Mineral lease - Note 3 --
------
$ 5,663
======

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 6,475
Accounts payable 2,635
------
Total Current Liabilities 9,110
------

STOCKHOLDERS' EQUITY
Common stock
25,000,000 shares authorized, at $0.001 par
value; 250,000 shares issued and outstanding 250
Capital in excess of par value 4,950
Deficit accumulated during the development stage (8,647)
------
Total Stockholders' Equity (3,447)
------
$ 5,663
========

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

33
<PAGE>

CORONADO EXPLORATIONS LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 2, 1999
(DATE OF INCEPTION) TO APRIL 30, 1999

SALES $ --
EXPENSES 8,647
NET LOSS $ (8,647)
======
NET LOSS PER COMMON SHARE
Basic $ (.03)
======
AVERAGE OUTSTANDING SHARES
Basic 250,000

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

34
<PAGE>
CORONADO EXPLORATIONS LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM FEBRUARY 2, 1999 (DATE OF INCEPTION)
TO APRIL 30, 1999

<TABLE>
<CAPTION>
COMMON STOCK CAPITAL IN
--------------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------

<S> <C> <C> <C> <C>
BALANCE FEBRUARY 2, 1999 (date of inception) - $ - $ - $ --

Issuance of common stock for cash
at $.01 - March 31, 1999 250,000 250 2,250 --

Capital contribution - expenses - - 2,700 --

Net operating loss for the period from
February 2, 1999 to April 30, 1999 - - - (8,647)
-------- ------ -------- -------
BALANCE APRIL 30, 1999 250,000 $ 250 $ 4,950 $ (8,647)
======== === ========= =======

</TABLE>
The accompanying notes are an integral part of these financial statements.

35
<PAGE>
CORONADO EXPLORATIONS LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 2, 1999
(DATE OF INCEPTION) TO APRIL 30, 1999

CASH FLOWS FROM
OPERATING ACTIVITIES:

Net loss $ (8,647)

Adjustments to reconcile net loss to
net cash provided by operating
activities:

Change in accounts payable 2,635
Capital contributions - expenses 2,700
-----

Net Cash From Operations (3,312)
======

CASH FLOWS FROM INVESTING
ACTIVITIES: --
-----

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from loan - related party 6,475
Proceeds from issuance of common stock 2,500
-----

Net Increase in Cash 5,663

Cash at Beginning of Period --
-----

Cash at End of Period $ 5,663
=====

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Capital contributions - expenses $ 2,700
=====

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

36
<PAGE>

CORONADO EXPLORATIONS LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS

1. ORGANIZATION

The Company was incorporated under the laws of the State of Delaware on February
2, 1999 with authorized common stock of 1,500 shares with no par value and on
April 12, 1999 the authorized common stock was increased to 25,000,000 shares
with a par value of $0.001.

The Company was organized for the purpose of acquiring and developing mineral
properties.

The Company is in the development stage.

Since its inception the Company has completed a Regulation D offerings of
250,000 shares of its capital stock for cash.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

The Company has not elected a fiscal year and has not completed an operating
period and therefore has not filed an income tax return.

Earning (Loss) Per Share

Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.

37
<PAGE>

CORONADO EXPLORATIONS LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Foreign Currency Translation

The transactions of the Company completed in Canadian dollars have been
translated to US dollars. Assets and liabilities are translated at the year end
exchange rates and the income and expenses at the average rates of exchange
prevailing during the period reported on.

Amortization of Capitalized Mineral Lease Costs

The Company will use the successful efforts method to amortize the capitalized
costs of any mineral leases it acquires, which provides for capitalizing the
purchase price of the project and the additional costs directly related to
proving the properties, and amortizing these amounts over the life of the
mineral deposit. All other costs will be expensed as incurred. Unamortized
capitalized costs will be expensed if the property is proven to be of no value.

Environmental Requirements

At the report date environmental requirements related to the mineral claims
acquired (note 3) are unknown and therefore an estimate of any future cost
cannot be made.

Financial Instruments

The carrying amounts of financial instruments, including cash, mineral leases,
and accounts payable, are considered by management to be their estimated fair
values. These values are not necessarily indicative of the amounts that the
Company could realize in a current market exchange.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.

3. ACQUISITION OF MINERAL CLAIMS

The Company a mineral claims known as the Coronado claims located in the
Bralorne Mining area of British Columbia with an expiry date of February 26,
2000. The cost of staking and filing have been expensed.

38
<PAGE>
CORONADO EXPLORATIONS LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS (CONTINUED)

8 RELATED PARTY TRANSACTIONS

Related parties have acquired 61% of the common stock issued for cash.

The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.

9 GOING CONCERN

The Company will need additional working capital to be successful in its efforts
to develop the mineral claims acquired and therefore continuation of the Company
as a going concern is dependent upon obtaining additional working capital and
the management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding, and long term
financing, which will enable the Company to operate in the future.

Management recognizes that, if it is unable to raise additional capital, the
Company cannot be successful in its efforts.

39
<PAGE>
PART 111

ITEM 1. INDEX TO EXHIBITS

EXHIBIT
NO.
---

(2) Charter and By-Laws
(a) Certificate of Incorporation of Coronado Explorations Ltd.
(filed herewith, page 42)
(b) Amended and Restated Articles of Incorporation (filed herewith,
page 43)
(c) Bylaws (filed herewith, page 48)

(3) Instruments Defining Rights of Securities Holders
(a) Text of stock certificates for common stock (filed herewith,
page 58)
(5) Voting Trust Agreements
None
(6) Material Contracts
(a) Not made in the ordinary course of business
(i) Transfer Agent and Registrar Agreement between Registrant
and Nevada Agency & Trust Co., dated 12th of May, 1999
(filed herewith, page 59)
(10) Consent of experts and counsel
(i) Consent of Andersen Andersen & Strong, L.C., independent
certified public accountants (filed herewith, page 61)
(11) Statement re computation of per share earnings Not applicable
(16) Letter of change in certifying accountant
Not applicable
(21) Subsidiaries of the Registrant
Not applicable
(24) Power of Attorney
None
(99) Addition Exhibits
None

ITEM 2. DESCRIPTIONS OF EXHIBITS

[Attached, pages 42 through 61]

40
<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant has caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.

CORONADO EXPLORATIONS LTD.
(Registrant)

By /s/ "MARY M. HETHEY"
------------------------------
Mary M. Hethey
President and Director

By /s/ "CARSTEN MIDE"
------------------------------
Carsten Mide
Director

Dated: May 31, 1999

EXHIBIT 2(A)

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/02/1999
991044238 - 2999596

CERTIFICATE OF INCORPORATION

CORONADO EXPLORATIONS LTD.

FIRST. The name of this corporation shall be:

CORONADO EXPLORATIONS LTD.

SECOND. Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and
its registered agent at such address is THE COMPANY CORPORATION.

THIRD. The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:

One Thousand Five Hundred (1,500) shares without par value.

FIFTH. The name and mailing address of the incorporator is as follows:

Neysa Webb
The Company Corporation
1013 Centre Road
Wilmington, DE 19805

SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.

IN WITNESS WHEREOF, The undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate of
incorporation this second day of February, A.D. 1999.

// s // "Neysa Webb"
------------------------------
Neysa Webb
Incorporator

EXHIBIT 2(B)

ARTICLES OF INCORPORATION

STATE OF DELAWARE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

CORONADO EXPLORATIONAS INC.

The undersigned corporation amends and restates its Articles of
Incorporation originally filed on February 2, 1999 pursuant to Sections 242 of
the General Corporation Law of the State of Delaware.

ARTICLE I

The name of this corporation shall be:

CORONADO EXPLORATIONS INC.

ARTICLE II

This corporation may engage in any activity or business permitted under
the laws of the State of Delaware, and shall enjoy all the rights and privileges
of a corporation granted by the laws of the State of Delaware.

ARTICLE III

The aggregate number of shares which the corporation shall have
authority to issue is 25,000,000 Common Shares ("Common Stock"), with a par
value of $.001 per share.

The designation and the preferences, limitations and relative rights of
the Common Stock is as follows:

1. Except as otherwise required by law or as may be provided by the
resolutions of the Board of Directors authorizing the issuance of
Common Stock, as hereinabove provided, all rights to vote and all
voting power shall be vested in the holders of Common Stock.

2. The holders of Common Stock shall be entitled to receive when, as
and if declared by the Board of Directors, out of funds legally
available therefor, dividends payable in cash, stock or otherwise.

3. Upon any liquidation, dissolution or winding-up of the
corporation, whether voluntary or involuntary, the remaining net assets
of the corporation shall be distributed pro rata to the holders of the
Common Stock.

General Provisions.

1. Except as may be provided by the resolutions of the Board of
Directors authorizing the issuance of Common Stock, as hereinabove provided,
cumulative voting by any shareholder is hereby expressly denied.

2. No shareholder of this corporation shall have, by reason of its
holding shares of any class or series of stock of the corporation, any
preemptive or preferential rights to purchase or

43
<PAGE>
subscribe for any other shares of any class or series of this corporation now or
hereafter authorized, and any other equity securities, or any notes, debentures,
warrants, bonds, or other securities convertible into or carrying options or
warrants to purchase shares of any class, now or hereafter authorized whether or
not the issuance of any such shares, or such notes, debentures, bonds or other
securities, would adversely affect the dividend or voting rights of such
shareholder.

ARTICLE IV

The corporation is to have perpetual existence.

ARTICLE V

The business and property of the corporation shall be managed by a
Board of not fewer than one (1) director, who shall be a natural persons of full
age, and who shall be elected annually by the shareholders having voting rights,
for the term of one year, and shall serve until the election and acceptance of
their duly qualified successors. In the event of any delay in holding, or
adjournment of, or failure to hold an annual meeting, the terms of the sitting
directors shall be automatically continued indefinitely until their successors
are elected and qualified, Directors need not be residents of the State of
Delaware nor shareholders. Any vacancies, including vacancies resulting from an
increase in the number of directors, may be filled by the Board of Directors,
though less than a quorum, for the unexpired term. The Board of Directors shall
have full power, and it is hereby expressly authorized, to increase or decrease
the number of directors from time to time without requiring a vote of the
shareholders. Any director or directors may be removed with or without cause by
the shareholders at a meeting called for such purpose.

ARTICLE VI

This corporation, and any or all of the shareholders of this
corporation, may from time to time enter into such agreements as they deem
expedient relating to the shares of stock held by them and limiting the
transferability thereof; and thereafter any transfer of such shares shall be
made in accordance with the provisions of such agreement, provided that before
the actual transfer of such shares on the books of the corporation, written
notice of such agreement shall be given to this corporation by filing a copy
thereof with the secretary of the corporation and a reference to such agreement
shall be stamped, written or printed upon the certificate representing such
shares, and the By-Laws of this corporation may likewise include provisions for
the making of such agreement, as aforesaid.

ARTICLE VII

The private property of the shareholders of the corporation shall not
be subject to the payment of the corporation's debts to any extent whatever.

ARTICLE VIII

The corporation hereby designates, as its Registered Agent, and as its
Resident Agent to accept service of process within the State of Delaware:

The Company Corporations
1013 Centre Road
Wilmington, DE, 19805

44
<PAGE>
ARTICLE IX

The following indemnification provisions shall be deemed to be
contractual in nature and not subject to retroactive removal or reduction by
amendment:

A. The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation 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 action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

B. The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

C. To the extent that a director, officer, employee, or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subparagraphs A and B, or in defense
of any claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

D. Any indemnification under subparagraphs A and B (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subparagraphs A and B. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding, or (2) if
such a

45
<PAGE>

quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

E. Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit, or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized herein.

ARTICLE X

No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, that the foregoing clause shall not apply to any
liability of a director for any action for which the General Corporation Law of
the State of Delaware proscribes this limitation and then only to the extent
that this limitation is specifically proscribed.

ARTICLE XI

In furtherance, and not in limitation, of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized:

A. To make, alter, amend, and repeal the By-Laws of the corporation,
subject to the power of the holders of stock having voting power to alter,
amend, or repeal the By-Laws made by the Board of Directors.

B. To determine and fix the value of any property to be acquired by the
corporation and to issue and pay in exchange therefore, stock of the
corporation; and the judgment of the directors in determining such value shall
be conclusive.

C. To set apart out of any funds of the corporation available for
dividends, a reserve or reserves for working capital or for any other lawful
purposes, and also to abolish any such reserve in the same manner in which it
was created.

D. To determine from time to time whether and to what extent, and at
what time and places, and under what conditions and regulations the accounts and
books of the corporation, or any of the books, shall be open for inspection by
the shareholders and no shareholder shall have any right to inspect any account
or book or document of the corporation except as conferred by the laws of the
State of Delaware, unless and until authorized to do so by resolution of the
Board of Directors or of the shareholders.

E. The Board of Directors may, by resolution, provide for the issuance
of stock certificates to replace lost or destroyed certificates.

ARTICLE XII

If the By-Laws so provide, the shareholders and the Board of Directors
of the corporation shall have the power to hold their meetings, to have an
office or offices, and to keep the books of the corporation, subject to the
provisions of the laws of the State of Delaware, outside of said state at such
place or places as may be designated from time to time by the Board of
Directors.

46
<PAGE>
The corporation may, in its By-Laws, confer powers upon the Board of
Directors in addition to those granted by these Articles of Incorporation, and
in addition to the powers and authority expressly conferred upon them by the
laws of the State of Delaware.

Election of directors need not be by ballot unless the By-Laws so
provide.

Directors shall be entitled to reasonable fees for their attendance at
meetings of the Board of Directors.

ARTICLE XIII

In case the corporation enters into contracts or transacts business
with one or more of its directors, or with any firm of which one or more of its
directors are members, or with any other corporation or association of which one
or more of its directors are shareholders, directors, or officers, such
contracts or transactions shall not be invalidated or in any way affected by the
fact that such director or directors have or may have an interest therein which
is or might be adverse to the interest of this corporation, provided that such
contracts or transactions are in the usual course of business.

In the absence of fraud, no contract or other transaction between this
corporation and any other corporation or any individual or firm, shall in any
way be affected or invalidated by the fact that any of the directors of this
corporation is interested in such contract or transaction, provided that such
interest shall be fully disclosed or otherwise known to the Board of Directors
in the meeting of such Board at which time such contract or transaction was
authorized or confirmed, and provided, however, that any such directors of this
corporation who are so interested may be counted in determining the existence of
a quorum at any meeting of the Board of Directors of this corporation which
shall authorize or confirm such contract or transaction, and any such director
may vote thereon to authorize any such contract or transaction, and any such
director may vote thereon to authorize any such contract or transaction with the
like force and effect as if he were not such director or officer of such other
corporation or not so interested.

ARTICLE X1V

If the corporation is not a reporting company, no shares shall be
transferred with the previous consent of the Directors expressed by a resolution
of the Board and the Directors shall not be required to give any reason for
refusing to consent to any such proposed transfer. If the corporation is not a
reporting company, no shares or debt obligations issued by the corporation shall
be offered for sale to the public.

ARTICLE XV

The corporation reserves the right to amend, alter, change or repeal
any provision contained in these Amended and Restated Articles of Incorporation
in the manner now or hereafter prescribed by law, and all rights and powers
conferred herein upon shareholders, directors and officers are subject to this
reserved power.

IN WITNESS WHEREOF, I, the undersigned, pursuant to the laws of the
State of Delaware, has hereunto duly executed the foregoing Amended and Restated
Articles of Incorporation to be filed in the Office of the Secretary of the
State of Delaware for the purposes therein set forth this 10th day of May, 1999.

/s/ "Mary M. Hethey"
---------------------------------
Mary M. Hethey, President

EXHIBIT 2(C)

BYLAWS

CORONADO EXPLORATIONS LTD.
(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the corporation shall be signed by, or in the name of, the corporation by the
Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen, or destroyed, and the Board of Directors may
require the owner of the lost, stolen, or destroyed certificate, or such owner's
legal representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.

2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any

48
<PAGE>
uncertificated shares, the corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation Law.

3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall
not be required to, issue fractions of a share. If the corporation does not
issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive a full
share upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated fractional share shall,
but scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the corporation in the event of liquidation.
The Board of Directors may cause scrip or warrants to be issued subject to the
conditions that they shall become void if not exchanged for certificates
representing the full shares or uncertificated full shares before a specified
date, or subject to the conditions that the shares for which scrip or warrants
are exchangeable may be sold by the corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.

4. STOCK TRANSFERS. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any, transfers
or registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.

5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and

49
<PAGE>
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by the General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.

7. STOCKHOLDER MEETINGS.

- - TIME,. The annual meeting shall be held on the date and at the time fixed,
from time to time, by the directors, provided, that the first annual meeting
shall be held on a date

50
<PAGE>
within thirteen months after the organization of the corporation, and each
successive annual meeting shall be held on a date within thirteen months after
the date of the preceding annual meeting. A special meeting shall be held on the
date and at the time fixed by the directors.

- PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the directors may,
from time to time, fix. Whenever the directors shall fail to fix such
place, the meeting shall be held at the registered office of the
corporation in the State of Delaware.

- CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the
meeting.

- - NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given,
stating the place, date, and hour of the meeting and stating the place within
the city or other municipality or community at which the list of stockholders of
the corporation may be examined. The notice of an annual meeting shall state
that the meeting is called for the election of directors and for the transaction
of other business which may properly come before the meeting, and shall (if any
other action which could be taken at a special meeting is to be taken at such
annual meeting) state the purpose or purposes. The notice of a special meeting
shall in all instances state the purpose or purposes for which the meeting is
called. The notice of any meeting shall also include, or be accompanied by, any
additional statements, information, or documents prescribed by the General
Corporation Law. Except as otherwise provided by the General Corporation Law, a
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of the meeting,
unless the lapse of the prescribed period of time shall have been waived, and
directed to each stockholder at such stockholder's record address or at such
other address which such stockholder may have furnished by request in writing to
the Secretary of the corporation. Notice by mail shall be deemed to be given
when deposited, with postage thereon prepaid, in the United States Mail. If a
meeting is adjourned to another time, not more than thirty days hence, and/or to
another place, and if an announcement of the adjourned time and/or place is made
at the meeting, it shall not be necessary to give notice of the adjourned
meeting unless the directors, after adjournment, fix a new record date for the
adjourned meeting. Notice need not be given to any stockholder who submits a
written waiver of notice signed by such stockholder before or after the time
stated therein. Attendance of a stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice.

- STOCKHOLDER LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders, arranged
in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such
list shall

51
<PAGE>

be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city or other municipality or
community where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by this section or the books of the corporation, or to vote at any meeting of
stockholders.

- CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairperson to be chosen by the
stockholders. The Secretary of the corporation, or in such Secretary's absence,
an Assistant Secretary, shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present the chairperson of the
meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION. Every stockholder may authorize another person
or persons to act for such stockholder by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by such
stockholder's attorney-in-fact. No proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.

- INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of duties of inspector, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of such inspector's ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the

52
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person presiding at the meeting, the inspector or inspectors, if any, shall make
a report in writing of any challenge, question, or matter determined by such
inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors. Except as may otherwise be required by subsection (e)
of Section 231 of the General Corporation Law, the provisions of that Section
shall not apply to the corporation.

- QUORUM. The holders of a majority of the outstanding shares of stock
shall constitute a quorum at a meeting of stockholders for the transaction of
any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.

- VOTING. Each share of stock shall entitle the holder thereof
to one vote. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. Any other action shall be authorized by a
majority of the votes cast except where the General Corporation Law prescribes a
different percentage of votes and/or a different exercise of voting power, and
except as may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.

8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision
of the General Corporation Law may otherwise require, any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE 11

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of two persons. Thereafter the number
of directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of

53
<PAGE>

Directors, such number may be fixed from time to time by action of the
stockholders or of the directors, or, if the number is not fixed, the number
shall be two. The number of directors may be increased or decreased by action of
the stockholders or of the directors.

3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall be
elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an annual meeting of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. Except
as the General Corporation Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one or more directors
and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or without cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

PLACE. Meetings shall be held at such place within or without the State
of Delaware as shall be fixed by the Board.

CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if
any, of the President, or of a majority of the directors in office.

NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by such
director or member before or after the time stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to

54
<PAGE>
be transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.

QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.

Any member or members of the Board of Directors or of any
committee designated by the Board, may participate in a meeting of the Board, or
any such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.

CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairperson of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the Board,
shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by
the General Corporation Law, any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors.

6. COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
any such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any power or authority the delegation of which is prohibited by
Section 141 of the General Corporation Law, and may authorize the seal of the
corporation to be affixed to all papers which may require it.

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<PAGE>
7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairperson of the Board, a Vice-Chairperson of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing such officer, no officer other than the Chairperson or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices
may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing such officer, each officer
shall be chosen for a term which shall continue until the meeting of the Board
of Directors following the next annual meeting of stockholders and until such
officer's successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in the resolutions of the Board of Directors designating and choosing such
officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions may be inconsistent therewith. The Secretary or an
Assistant Secretary of the corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors, and committees
of directors, and shall exercise such additional authority and perform such
additional duties as the Board shall assign to such Secretary or Assistant
Secretary. Any officer may be removed, with or without cause, by the Board of
Directors. Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall
prescribe.

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ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of CORONADO EXPLORATIONS LTD., a Delaware corporation, as in
effect on the date hereof.

Dated: February 2, 1999

// s // "Mary M. Hethey"
------------------------------
Secretary of

(SEAL)

EXHIBIT 3(A)

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

SPECIMEN STOCK CERTIFICATES

CUSIP NO. 21978R 10 4

NUMBER SHARES

CORONADO

EXPLORATIONS LTD.
Authorized Common Stock: 200,000,000 Shares
Par Value: $0.001

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

-Shares of CORONADO EXPLORATIONS LTD. Common Stock -

transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.

Witness the facsimile seal of the Corporation and the facsimile of its
duly authorized officers.

Dated:

/s/ "Mary M. Hethey" /s/ "Stacey Bligh"
--------------------- ------------------
President Secretary

Not valid unless countersigned by transfer agent

(SEAL)

Countersigned Registered:
NEVADA AGENCY AND TRUST COMPANY
50 WEST LIBERTY STREET, SUITE 880
RENO, NEVADA, 89501

By ______________________________
Authorized Signature

EXHIBIT 6(A)(I)

TRANSFER AGENT AND REGISITRAR AGREEMENT

THIS AGREEMENT made and entered into this 12th day of May, 1999, by and
between:

NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada
89501, hereinafter called "TRANSFER AGENT," and

CORONADO EXPLORATIONS LTD., 397 Ventura Crescent, North Vancouver, B.C. V7N 3G7,
a Delaware corporation, hereinafter called "COMPANY."

NOW THEREFORE, for valuable consideration and the mutual promises
herein contained, the parties hereto agree as follows, to wit:

1. [APPOINTMENT OF TRANSFER AGENT] The COMPANY hereby appoints TRANSFER
AGENT as the Transfer Agent and Registrar for the COMPANY'S Common Stock,
commencing on this 12th day of May, 1999.

2. [COMPANY'S DUTY] The COMPANY agrees to deliver to TRANSFER AGENT a
complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the TRANSFER AGENT is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the COMPANY itself or its previous
transfer agent or agents. The COMPANY hereby agrees to indemnify TRANSFER AGENT
in this regard.

3. [STOCK CERTIFICATES] The COMPANY agrees to provide an adequate
number of stock certificates to handle the COMPANY'S transfers on a current
basis. Upon receipt of TRANSFER AGENT'S request, the COMPANY agrees to furnish
additional stock certificates as TRANSFER AGENT deems necessary considering the
volume of transfers. The stork certificates shall be supplied at COMPANY'S cost.
The TRANSFER AGENT agrees to order stock certificates from its printer upon
request of the COMPANY.

4. [TRANSFER AGENT DUTIES] TRANSFER AGENT agrees to handle the
COMPANY'S transfers, record the same, and maintain a ledger, together with a
file containing all correspondence relating to said transfers, which records
shall be kept confidential and be available to the COMPANY and its Board of
Directors, or to any person specifically authorized by the Board of Directors to
review the records which shall be made available by TRANSFER AGENT during the
regular business hours.

5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is
registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.

6. [STOCKHOLIDER LIST] From time to time, as necessary for Company
stockholders meeting or mailings, the TRANSFER AGENT will certify and make
available to the current, active stockholders list for COMPANY purposes. it is
agreed that a reasonable charge

<PAGE>
for supplying such list will be made by TRANSFER AGENT to the COMPANY. It is
further agreed that in the event the TRANSFER AGENT received a request or a
demand from a stockholder or the attorney of agent for a stockholder, for a list
of stockholders, the TRANSFER AGENT will serve notice of such request by
certified mail to the COMPANY. The COMPANY will have forty-eight (48) hours to
respond in writing to the TRANSFER AGENT. If the COMPANY orders the TRANSFER
AGENT to withhold delivery of a list of stockholders as requested, the TRANSFER
AGENT agrees to follow the orders of the COMPANY. The COMPANY will then follow
the procedure set forth in the Uniform Commercial Code to restrain the TRANSFER
AGENT from making delivery of a stockholders list.

7. [TRANSFER FEE] TRANSFER AGENT agrees to assess and collect from the
person requesting a transfer and/or the transferror, a fee of Fifteen and No/100
dollars ($15.OO) for each stock certificate issued, except original issues of
stock or warrant certificates, which fees shall be paid by the COMPANY. This fee
may be decreased or increased at any time by the TRANSFER AGENT. This fee shall
be the property of the TRANSFER AGENT.

8. [ANNUAL FEE] The COMPANY agrees to pay the TRANSFER AGENT an annual
fee of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses the
TRANSFER AGENT for the expense and time required to respond to the written and
oral inquiries from brokers and the investing public, as well as maintaining the
transfer books and records of the corporation. The annual fee will be due on 1st
of July of each year and is subject to annual review.

8 [TERMINATION] This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the effective date. The TRANSFER AGENT shall return all of the transfer
records to the COMPANY and its duties and obligations as TRANSFER AGENT shall
cease at that time. The TRANSFER AGENT will be paid a Termination Fee of $1.00
per registered stockholder of the Company at the time the written termination
notice is served.

10. [COMPANY STAIUS] The COMPANY will promptly advise the TRANSFER
AGENT of any changes or amendments to the Articles of Incorporation, any
significant changes in corporate status, changes in officers, etc., and of all
changes in filing status with the Securities and Exchange Commission, or any
state entity, and to hold the, TRANSFER AGENT harmless from its failure to do
so.

11. [INDEMNIFICATION OF TRANSFER AGENT] The COMPANY agrees to indemnify
and hold harmless the TRANSFER AGENT, from any and all loss, liability of
damage, including reasonable attorneys' fees and expenses, arising out of, or
resulting from the assertion against the TRANSFER AGENT of any claims, debts or
obligations in connection with any of the TRANSFER AGENT'S duties as set forth
in the Agreement, and specifically it is understood that the TRANSFER AGENT
shall have the right to apply to independent counsel at the COMPANY'S expense in
following the COMPANY'S directions and orders.

12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.

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<PAGE>

13. [NOTICE] Any notice under this Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:

TO THE COMPANY:
Mary M. Hethey, President
CORONADO EXPLORATIONS LTD.
397 Ventura Crescent
North Vancouver, B.C. V7N 3G7

TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY 50 West Liberty
Street, Suite 880 Reno, Nevada 89501

14. [MERGER CLAUSE] This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no attempted change, termination or waiver of any of the provisions hereof
shall binding unless in writing and signed by the parties hereto.

15. [GOVERNING LAW] This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.

THIS AGREEMENT has been executed by the parties hereto as of the day
and year 1st above written, by the duly authorized officer or officers of said
parties, and the same will be binding upon the assigns and successors in
interest of the parties hereto.

NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT

BY /S/ "AMANDA CARDINALLI"
--------------------------------------
AMANDA CARDINALLI, VICE PRESIDENT

CORONADO EXPLORATIONS LTD.
COMPANY

BY /S/ "MARY M. HETHEY"
--------------------------------------
MARY M. HETHEY
PRESIDENT

EXHIBIT 10(I)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

CORONADO EXPLORATIONS LTD.

We hereby consent to the use of our report dated May10, 1999, in the
registration statement of Accord Ventures, Inc. filed in Form 10-SB in
accordance with Section 12 of the Securities Exchange Act of 1934.

/s/ L. REX ANDERSEN
-----------------------------------
ANDERSEN ANDERSEN & STRONG, L.C.

Salt Lake City, Utah
May 10, 1999