CORONADO EXPLORATIONS LTD
10KSB, 2000-05-05
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(x)  ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES  ACT OF
     1934 (FEE REQUIRED)

     For the fiscal year ended January 31, 2000

(x)  TRANSACTION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
     EXCHANGE  ACT OF 1934 (NO FEE  REQUIRED)  For the  transaction  period from
     ____________________ to __________________


     Commission File number 0-26309
                           -----------

                           CORONADO EXPLORATIONS LTD.
      --------------------------------------------------------------------
                 (Exact name of Company as specified in charter)

                  Delaware                                  98-0200471
- --------------------------------------------       ----------------------------
State or other jurisdiction of incorporation         (I.R.S. Employee I.D. No.)
or organization

397 Ventura Crescent
North Vancouver, British Columbia, Canada                     V7N 3G7
- --------------------------------------------       ----------------------------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including area code          1-604-985-8940
                                                  ----------------------------
Securities registered pursuant to section 12 (b) of the Act:

Title of each share                  Name of each exchange on which registered
      None                                            None
- ---------------------                -----------------------------------------

Securities registered pursuant to Section 12 (g) of the Act:

         None
- -------------------
(Title of Class)

Check  whether the Issuer (1) filed all reports  required to be filed by section
13 or 15 (d) of the  Exchange  Act  during  the past 12 months (or for a shorter
period  that the Company was  required to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days.

       (1)   Yes [X]     No [ ]                    (2)   Yes [X]    No [ ]

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

State issuer's revenues for its most recent fiscal year:      $      -0-
                                                                 ------------

<PAGE>


State the aggregate  market value of the voting stock held by  nonaffiliates  of
the Company.  The  aggregate  market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specific date within the past 60 days.

As at January 31, 2000,  the aggregate  market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.

           (THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                                LAST FIVE YEARS)

                                 Not applicable

                     (APPLICABLE ONLY TO CORPORATE COMPANYS)

As of January 31,  2000,  the Company has 250,000  shares of common stock issued
and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB  (eg.,  Part I, Part II,  etc.) into which the  documents is
incorporated:

     (1)  Any annual report to security holders;

     (2)  Any proxy or other information statement;

     (3)  Any  prospectus  filed  pursuant  to  Rule  424 (b) or (c)  under  the
          Securities act of 1933.

NONE


                                       2
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                Page
                                                                                -----
<S>        <C>                                                                 <C>
PART 1

ITEM 1.    DESCRIPTION OF BUSINESS                                                4

ITEM 2.    DESCRIPTION OF PROPERTY                                                4

ITEM 3.    LEGAL PROCEEDINGS                                                      5

ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS                    5


PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS               5

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

ITEM 7.    FINANCIAL STATEMENTS                                                   6

ITEM 8.    CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
           ACCOUNTING  AND  FINANCIAL DISCLOSURE                                  7

PART III

ITEM 9.    DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS, AND
           CONTROL PERSONS,  COMPLIANCE WITH SECTION 16(a) OF THE
           EXCHANGE ACT                                                           7

ITEM 10.   EXECUTIVE COMPENSATION                                                 11

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT          12

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         13


PART IV

ITEM 13.   EXHIBITS                                                               14
</TABLE>


                                       3
<PAGE>

                                    PART 1

                         ITEM 1. DESCRIPTION OF BUSINESS

HISTORY AND ORGANIZATION

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

     The Company's articles of incorporation  currently provide that the Company
is authorized to issue  25,000,000  shares of common stock, par value $0.001 per
share. As at January 31, 2000 there were 250,000 shares outstanding.

     The Company is engaged in the  exploration  of mineral  properties.  No ore
body has been  discovered  and no substantial  exploration  has been done on its
mineral  claim.  The  Company  is purely  an  exploration  company.  There is no
assurance  that any ore body will ever be found and that the  Company  will have
sufficient  funds to undertake the exploration  work required to identify an ore
body.

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

     The  Company  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
Company'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 Company anticipates obtaining such funds from its directors and
officers,  financial  institutions or by way of the sale of its capital stock in
the future, but there can be no assurance that the Company will be successful in
obtaining  additional  capital for  exploration  activities from the sale of its
capital stock or in otherwise raising substantial capital.

     In addition to exploring and developing its mineral  property,  the Company
plans to seek out  additional  mineral  properties  either  by way of  purchase,
staking or joint venturing of other mineral properties.

                        ITEM 2. DESCRIPTION OF PROPERTIES

EXPLORATION AND DEVELOPMENT OF THE CORONADO MINERAL PROPERTY

     The Company  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  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.
Avino  Mines and  Resources  Ltd.  and  Bralorne-Pioneer  Gold  Mines  Ltd.  are
considering


                                       4
<PAGE>


reactivating  the mine  that has near  surface  reserves  (above  800  level) of
432,500 tones grading 10.63 g/tonne Au.

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.

                            ITEM 3. LEGAL PROCEEDINGS

There are no legal  proceedings  to which the Company 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS


No matters were  submitted to a vote of  shareholders  of the Company during the
fiscal year ended January 31, 2000.

                                     PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

During  the past  year  there has been no  established  trading  market  for the
Company's  common  stock.  Since its  inception,  the  Company  has not paid any
dividends on its common stock,  and the Company does not anticipate that it will
pay dividends in the



                                       5
<PAGE>

foreseeable future. As at January 31, 2000 the Company had 36 shareholders;  two
of these shareholders are officers and directors of the Company.

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

     OVERVIEW

The Company was  incorporated on February 2, 1999 under the laws of the State of
Delaware.  The Company's  articles of incorporation  currently  provide that the
Company is authorized  to issue  25,000,000  shares of common  stock,  par value
$0.001 per share. As at January 31, 2000 there were 250,000 shares  outstanding.
The Company is engaged in the  exploration  stage.  There is no  assurance  that
reserves exist in its mineral claim until further exploration work has been done
and economic evaluation based on such work concludes economic feasibility.

Liquidity and Capital Resources

As at January  31,  2000,  the  Company  had $1,179 of  assets,  and  $12,453 of
liabilities,  including  cash or  cash  equivalents  amounting  to  $1,179.  The
liabilities  of $12,453 are amounts of $3,242  accrued for audit and  accounting
and for Edgar filing fees and the amount of $9,211 due to a director.

The Company 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.

Results of Operations

Since inception the Company has purchased the Coronado.

                          ITEM 7. FINANCIAL STATEMENTS

The  financial  statements  of the Company are included  following the signature
page to this Form 10-KSB.



                                       6
<PAGE>


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

From inception to date, the Company's principal  accountant is Andersen Andersen
& Strong,  L.C. of Salt Lake City,  Utah.  The firm's report for the period from
inception to January 31, 2000 did not contain any adverse opinion or disclaimer,
nor  were  there  any  disagreements   between   management  and  the  Company's
accountants.

                                    PART 111

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

The  following  table sets forth as of January  31,  2000,  the name,  age,  and
position of each of the executive  officers and directors and the term of office
of each director of the Company.

<TABLE>
<CAPTION>
                                                              Term as
                                                              Director
     Name           Age             Position Held              Since
    ------         -----          -----------------          ----------
<S>               <C>         <C>                            <C>
Mary Hethey         50        President and Director            1999

Carsten Mide        55        Director                          1999

Stacey Bligh        27        Secretary-Treasurer                 --
</TABLE>

Each  director  of the  Company  serves  for a term of one  year and  until  his
successor  is elected  at the  Company's  annual  shareholders'  meeting  and is
qualified,  subject to  removal  by the  Company's  shareholders.  Each  officer
serves,  at the pleasure of the board of  directors,  for a term of one year and
until his  successor  is elected at the annual  general  meeting of the board of
directors and is qualified.

Set  forth  below is  certain  biographical  information  regarding  each of the
Company's executive officers and directors.

     MARY  HETHEY is the  Company'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.  Subsequent to graduation  she was employed with  Burroughs  Business
Machines as a computer  programmer  during 1974 and 1975 in  Vancouver,  British
Columbia. Subsequently she


                                       7
<PAGE>


became a student in accounting and articled with Clarkson Gordon (1975-1978) and
Collins  Barrow  (1978-1980).  In 1979 she  obtained  her degree as a  Chartered
Accountant. During the last ten years she was 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>

     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 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              President              33         British Columbia,
                                       development         and Director                            Canada

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

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

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


                                       8
<PAGE>

<TABLE>

<S>                                  <C>                  <C>                  <C>            <C>
Alta Sierra Resources                  Mineral            President                1.5        Alberta, Canada
Inc.                                   exploration        and Director

Anyox Resources Inc.                   Mineral            President                1          Nevada
                                       exploration        and Director

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

(*)  Zarcan Minerals Inc. is listed on the CDNX Exchange in Canada.

     Mr. Mide has not been  involved in any public  company  either in Canada or
the United  States and has not been a  director  or officer of any OTC  Bulletin
Board company to date other than Anyox  Resources  which trades under the symbol
ANYX on the OTC Bulletin Board.  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 has been the  Secretary  Treasurer  of the Company  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 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.

     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.

To the knowledge of management, during the past five years, no present or former
director,  executive  officer or person  nominated  to become a  director  or an
executive officer of the Company:

(1)  filed a petition under the federal  bankruptcy laws or any state insolvency
     law, nor had a receiver,  fiscal agent or similar officer  appointed by the
     court for the business or property of such person,  or any  partnership  in
     which he was a general  partner at or within  two years  before the time of
     such filings;


                                       9
<PAGE>


(2)  was  convicted  in a  criminal  proceeding  or named  subject  of a pending
     criminal   proceeding   (excluding   traffic  violations  and  other  minor
     offenses);

(3)  was  the  subject  of any  order,  judgment  or  decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently or temporarily  enjoining him from or otherwise  limiting,  the
     following activities:

     (i)  acting as a futures commission merchant, introducing broker, commodity
          trading  advisor,  commodity  pool  operator,  floor broker,  leverage
          transaction merchant, associated person of any of the foregoing, or as
          an investment advisor, underwriter, broker or dealer in securities, or
          as an  affiliate  person,  director  or  employee  of  any  investment
          company,  or  engaging  in or  continuing  any  conduct or practice in
          connection with such activity;

     (ii) engaging in any type of business practice; or

    (iii) engaging in any activities in connection  with the purchase or sale of
          any  security or  commodity  or in  connection  with any  violation of
          federal or state securities laws or federal commodities laws;

(4)  was the  subject  of any  order,  judgment,  or  decree,  not  subsequently
     reversed, suspended, or vacated, of any federal or state authority barring,
     suspending  or  otherwise  limiting for more than 60 days the right of such
     person to engage in any activity  described above under this Item, or to be
     associated with persons engaged in any such activities;

(5)  was found by a court of competent  jurisdiction in a civil action or by the
     Securities  and Exchange  Commission  to have violated any federal or state
     securities  law,  and the  judgment in such civil  action or finding by the
     Securities  and Exchange  Commission  has not been  subsequently  reversed,
     suspended, or vacated.

(6)  was found by a court of competent  jurisdiction in a civil action or by the
     Commodity   Futures  Trading   Commission  to  have  violated  any  federal
     commodities  law,  and the  judgment in such civil action or finding by the
     Commodity Futures Trading  Commission has not been  subsequently  reversed,
     suspended or vacated.


               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

The Company  knows of no director,  officer,  beneficial  owner of more than ten
percent of any class of equity securities of the Company registered  pursuant to
Section 12 ("Reporting  Person") that failed to file any reports  required to be
furnished pursuant to


                                       10
<PAGE>


Section  16(a).  Other than  those  disclosed  below,  the  Company  knows of no
Reporting Person that failed to file the required reports during the most recent
fiscal year.

The following  table sets forth as at January 31, 2000, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.

<TABLE>
<CAPTION>
Name                                Position              Report to be Filed
- ------                             ----------            ----------------------
<S>                        <C>                           <C>
Mary Hethey                President and Director             Form 3

Carsten Mide               Director                           Form 3

Stacey Bligh               Secretary-Treasurer                Form 3
</TABLE>

                         ITEM 10. EXECUTIVE COMPENSATION

CASH COMPENSATION

There was no cash  compensation paid to any director or executive officer of the
Company during the fiscal year ended January 31, 2000.

BONUSES AND DEFERRED COMPENSATION

None

COMPENSATION PURSUANT TO PLANS

None

PENSION TABLE

None

OTHER COMPENSATION

None

COMPENSATION OF DIRECTORS

None



                                       11
<PAGE>

TERMINATION OF EMPLOYMENT

There  are no  compensatory  plans or  arrangements,  including  payments  to be
received   from  the  Company,   with  respect  to  any  person  named  in  Cash
Consideration  set out above  which  would in any way result in  payments to any
such person because of his resignation, retirement, or other termination of such
person's  employment  with the  Company  or its  subsidiaries,  or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

            ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

The following  table sets forth as at January 31, 2000, the name and address and
the number of shares of the Company's  common stock,  with a par value of $0.001
per share,  held of record or beneficially by each person who held of record, or
was known by the  Company  to own  beneficially,  more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.

<TABLE>
<CAPTION>
  Name and Address                                          Amount
   of Beneficial                  Nature of             of Beneficial              Percent
      Owner                     Ownership (1)             Ownership               of Class
  ----------------             ---------------        ----------------           ----------
<S>                            <C>                    <C>                        <C>
MARY HETHEY                        Direct                  20,000                   8.0%
397 Ventura Crescent
North Vancouver, B.C.
Canada, V7N 3G7

All Officers and Directors         Direct                  20,000                   8.0%
as a Group ( 3 persons )
</TABLE>

(1)  All shares owned directly are owned  beneficially  and of record,  and such
     shareholder  has sole voting,  investment  and  dispositive  power,  unless
     otherwise noted.


                                       12
<PAGE>


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Except as indicated  below,  there were no material  transactions,  or series of
similar  transactions,  since  inception  of the  Company and during its current
fiscal  period,  or any currently  proposed  transactions,  or series of similar
transactions,  to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security  holder who is known by the  Company  to own of record or  beneficially
more than 5% of any class of the Company's  common  stock,  or any member of the
immediate family of any of the foregoing persons, has an interest.

INDEBTEDNESS OF MANAGEMENT

There were no material  transactions,  or series of similar transactions,  since
the  beginning of the  Company's  last fiscal year,  or any  currently  proposed
transactions,  or series of similar transactions, to which the Company was or is
to be a part,  in which the amount  involved  exceeded  $60,000 and in which any
director  or  executive  officer,  or any  security  holder  who is known to the
Company to own of record or  beneficially  more than 5% of the common  shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS

The Company does not have promoters and has no transactions with any promoters.



                                       13
<PAGE>

                                     PART IV

                          ITEM 13. EXHIBITS AND REPORTS


(a) (1)   FINANCIAL STATEMENTS.

The following financial statements are included in this report:

<TABLE>
<CAPTION>
Title of Document                                                                          Page
- --------------------                                                                       ----
<S>                                                                                       <C>
Report of Andersen, Andersen & Strong, Certified Public Accountants                        16

Balance Sheet as at January 31, 2000                                                       17

Statement of Operations for the period from February 2, 1999 (Date of
   Inception) to January 31, 2000                                                          18

Statement in Changes in Stockholders' Equity for the period from February 2,
   1999 (Date of Inception) to January 31, 2000                                            19

Statement of Cash Flows for the period from February 2, 1999 (Date of
   Inception) to January 31, 2000                                                          20

Notes to the Financial Statements                                                          21
</TABLE>

(a) (2)  FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules are included as part of this report:

None.

(a) (3)  EXHIBITS

The following exhibits are included as part of this report by reference:

None.


                                       14
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
Company and in its capacities and on the date indicated:


                                            CORONADO EXPLORATIONS LTD.


Date:   May 2, 2000                         By: /s/ "Mary Hethey"
                                            ---------------------------------
                                            Mary Hethey, President and Director


Date:    May 2, 2000                        By:    /s/  "Carsten Mide"
                                            ---------------------------------
                                            Carsten Mide, Director



                                       15
<PAGE>


ANDERSEN ANDERSEN & STRONG, L.C.                 941 East 3300 South, Suite 220
Certified Public Accountants and Business           Salt Lake City, Utah, 84106
 Consultants Board                                       Telephone 801-486-0096
Member SEC Practice Section of the AICPA                       Fax 801-486-0098

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.
(exploration   stage  company)  at  January  31,  2000,  and  the  statement  of
operations, stockholders' equity, and cash flows for the period February 2, 1999
(date of  inception) to January 31, 2000.  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  significant  estimates  made by
management as well as evaluating  the overall  balance  sheet  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
January 31, 2000, and the results of  operations,  and cash flows for the period
from  February 2, 1999 (date of  inception)  to January 31, 2000,  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  exploration
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 2, 2000


                                       16
<PAGE>

                           CORONADO EXPLORATIONS LTD.
                           (Exploration Stage Company)

                                  BALANCE SHEET

                                January 31, 2000

<TABLE>
<S>                                                               <C>
ASSETS

CURRENT ASSETS

  Cash                                                              $  1,179
                                                                      ------
     Total Current Assets                                              1,179
                                                                      ------

OTHER ASSETS

   Mineral claims - Note 3                                               --
                                                                      ------
                                                                    $  1,179
                                                                      ======
LIABILITIES AND STOCKHOLDERS' EQUITY

  Accounts payable - related party                                     9,211
  Accounts payable                                                     3,242
                                                                      ------
                                                                      12,453
                                                                      ------
STOCKHOLDERS' EQUITY

  Common stock
     25,000,000 shares authorized, at $0.001 par
     value, 250,000 shares issued and outstanding                     2,500

     Capital in excess of par value                                  13,050

     Deficit accumulated during the exploration stage               (24,574)
                                                                    --------
           Total Stockholders' Equity                               (11,274)
                                                                    ---------
                                                                  $   1,179
                                                                    =========
</TABLE>

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


                                       17
<PAGE>

                           CORONADO EXPLORATIONS LTD.
                           (Exploration Stage Company)

                             STATEMENT OF OPERATIONS

                         For the Period February 2, 1999
                     (Date of Inception) to January 31, 2000

<TABLE>
<S>                                                <C>
   REVENUES                                         $       --

   EXPENSES

   NET LOSS                                         $   (24,574)
                                                       =========

   NET LOSS PER COMMON SHARE

        Basic                                       $      (.12)
                                                       =========

   AVERAGE OUTSTANDING SHARES

        Basic                                            210,800
                                                       =========
</TABLE>

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


                                       18
<PAGE>


                           CORONADO EXPLORATIONS LTD.
                           (Exploration Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

               For the Period February 2, 1999 (Date of Inception)
                               to January 31, 2000

<TABLE>
<CAPTION>
                                                                                                Capital in
                                                                Common         Stock            Excess of         Accumulated
                                                                Shares         Amount           Par Value            Deficit
                                                               --------       --------         ------------      -------------
<S>                                                            <C>            <C>              <C>              <C>
BALANCE FEBRUARY 2, 1999 (DATE OF INCEPTION)                        --        $     --          $       --        $      --

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

Capital contributions by related
 Parties - expenses                                                 --             --               10,800               --

Net operating loss for the period February 2, 1999
 to January 31, 2000                                                --             --                   --          (24,574)
                                                                                                              .                  .
                                                               -------         -------           ---------         ---------
BALANCE JANUARY 31, 2000                                       250,000        $   250           $   13,050        $ (24,574)
                                                               =======         =======           =========         =========
</TABLE>


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


                                       19
<PAGE>

                           CORONADO EXPLORATIONS LTD.
                           (Exploration Stage Company)

                             STATEMENT OF CASH FLOWS

                         For the Period February 2, 1999
                     (Date of Inception) to January 31, 2000

<TABLE>
<S>                                                                             <C>
     CASH FLOWS FROM
          OPERATING ACTIVITIES:

          Net loss                                                                  $ (24,574)

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

               Changes in accounts payable                                              3,242
               Capital contributions - expenses                                        10,800
                                                                                     ---------
                    Net Cash Used from Operations                                     (10,532)
                                                                                     ---------
     CASH FLOWS FROM INVESTING
           ACTIVITIES                                                                       --
                                                                                     ---------
     CASH FLOWS FROM FINANCING
           ACTIVITIES:

               Proceeds from loan - related party                                        9,211
               Proceeds from issuance of common stock                                    2,500
                                                                                     ---------
          Net Increase in Cash                                                           1,179

          Cash at Beginning of Period                                                       --
                                                                                     ---------
          CASH AT END OF PERIOD                                                     $    1,179
                                                                                     =========


SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

      Capital contributions - expenses                                              $  10,800
                                                                                     =========
</TABLE>

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


                                       20
<PAGE>


                           CORONADO EXPLORATIONS LTD.
                           (Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION

     The  Company  was  incorporated  under the laws of the State of Delaware on
     February 2, 1999 with the  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.  At the  report  date  mineral  claims,  with  unknown
     reserves,  had been acquired. The Company has not established the existence
     of a  commercially  minable ore deposit and  therefore  has not reached the
     development  stage and is  considered to be in the  exploration  stage (see
     note 3).

     The Company has completed a Regulation D offering of 250,000  shares of its
     capital stock for cash.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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

     On January  31, 2000 the Company has a net  operating  loss  available  for
     carryover  against  future profits of $24,574 which result in a tax benefit
     of $3,686  however  the tax  benefit  from the loss carry  forward has been
     fully  offset by a  valuation  reserve  because  the use of tax  benefit is
     doubtful since the Company has no operations.

     The loss carryforward will expire in the year 2021.

     Basic and Diluted Net Income (Loss) per Share

     Basic  net  income  (loss)  per share  amounts  are  computed  based on the
     weighted average number of shares actually outstanding.  Diluted net income
     (loss) per share amounts are computed using the weighted  average number of
     common shares and common  equivalent  shares  outstanding  as if shares had
     been  issued on the  exercise  of the  preferred  share  rights  unless the
     exercise becomes antidilutive and then only the basic per share amounts are
     shown in the report.


                                       21
<PAGE>

                           CORONADO EXPLORATIONS LTD.
                           (Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     Capitalization of Mineral Claim Costs

     Cost  of   acquisition,   exploration,   carrying  and  retained   unproven
     properities  are  expensed  as  incurred.  Costs  incurred  in proving  and
     developing a property ready for production  are  capitalized  and amortized
     over  the life of the  mineral  deposit  or over a  shorter  period  if the
     property is shown to have an impairment in value.

     Environmental Requirements

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

     Financial Instruments

     The carrying  amounts of financial  instruments,  including  cash,  mineral
     claims,  and  account  payable are  considered  by  management  to be their
     standard fair values.

     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.

     Comprehensive Income

     The Company adopted  Statement of Financial  Accounting  Standards No. 130.
     The  adoption  of this  standard  had no impact on the total  stockholder's
     equity on February 29, 1999.

     Recent Accounting Pronouncements

     The Company does not expect that the  adoption of other  recent  accounting
     pronouncements will have a material impact on its financial statements.



                                       22
<PAGE>


                           CORONADO EXPLORATIONS LTD.
                           (Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

3.   PURCHASE OF MINERAL LEASES

     The  Company has  acquired  mineral  claims  known as the  Coronado  claims
     located in the Bralorne Mining area of British  Columbia with an expiration
     date of February 24, 2001.

     The claims  have not been proven to have a  commercial  minable ore reserve
     and therefore all costs for  exploration  and retaining the properties have
     been expensed.

     The claims may be retained by the Company by making  yearly lease  payments
     in the amount of $4,000 Cn each year.


4.   RELATED PARTY TRANSACTIONS

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

5.   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.

     There  can be no  assurance  that  management  will be  successful  in this
     effort.


                                       23




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