As filed with the Securities and Exchange Commission on June
30, 1998
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cronus Corporation
(Exact name of Registrant as specified in its charter)
NEVADA
(State or other jurisdiction of
incorporation or organization)
36-3880744
(I.R.S. Employer Identification No.)
7660 E. Broadway, Suite 210, Tucson, Arizona 85710
(Address of principal executive offices)
STOCK COMPENSATION PLANS FOR CONSULTANTS
(Full title of Plan)
Jonathan Roberts
Chairman of the Board
CRONUS CORPORATION
7660 E. Broadway, Suite 210
Tucson, Arizona 85710
(Name and address of agent for service)
(520) 885-1220
(Telephone number, including area code, of agent for
service)
Copies to:
Kevin M. Sherlock
CRONUS CORPORATION
7660 E. Broadway, Suite 210
Tucson, Arizona 85710
(520) 885-1220
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price per offering registration
registered (1) share(2) price fee
Common Stock, 2,000,000 $ 0.50 $ 1,000,000 $ 295.00
$.001 shares
par value
(1) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"),
this Registration Statement also covers an indeterminate
number of additional shares that may be issued in connection
with share splits, share dividends or similar transactions
relating to the plans/consulting agreements described
herein.
(2) Estimated pursuant to Rule 457(c) under the Securities
Act, solely for the purpose of calculating the registration
fee, based on the average of the bid and asked prices of the
Company's common stock as reported within five business days
prior to the date of this filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
*
* The document(s) containing the information specified
in Part I of Form S-8 will be sent or given to participants
as specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Securities Act"). Such
document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3
of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently
filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1997 (the "Annual Report")
filed by the Company (SEC File No. 0-9297) under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with the Commission on June 22, 1998.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Annual Report referred to in (a) above.
All of the above documents and documents subsequently
filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the
date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed
to be modified or superseded for purposes of this
Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement
contained herein or therein or in any other subsequently
filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement and the Prospectus.
All documents incorporated by reference herein will be
made available to all participants without charge, upon
written or oral request. Other documents required to be
delivered to participants pursuant to Rule 428(b)(1) under
the Securities Act of 1933 are also available without
charge, upon written or oral request. All requests for
documents shall be directed to:
Kevin M. Sherlock, Secretary
CRONUS CORPORATION
7660 E. Broadway, Suite 210
Tucson, Arizona 85710
(520) 885-1220
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Nevada corporation. Section
78.751 of the General Corporation Law of Nevada (the "CGL")
provides authority for broad indemnification of officers,
directors, employees and agents of a corporation, with
certain specified exceptions.
Article 12 of the Company's Articles of
Incorporation provides that the Company shall have the power
to indemnify its directors, officers, employees and agents
to the fullest extent allowed by the CGL.
At the present time, the Company does not have any
officer-director liability insurance although permitted by
Section 78.752 of the CGL, nor does the Company have
indemnification agreements with any of its directors,
officers, employees or agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See the Exhibit Index following the signature page
in this Registration Statement, which Exhibit Index
is incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to the
Registration Statement to: (i) include any prospectus
required by Section 10(a)(3) of the Securities Act; (ii)
reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be selected
in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the
"Calculation of Registration" table in the effective
registration statement; and (iii) include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement, provided however, that provisions (i) and (ii) of
this undertaking are inapplicable if the information to be
filed thereunder is contained in periodic reports filed by
the Company pursuant to the Exchange Act that are
incorporated by reference into the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3) To remove from registration by means of post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers, and controlling persons of the Company pursuant to
the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and, is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than director, officer or controlling
person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
(c) The Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tucson, State of
Arizona, on June 30, 1998.
CRONUS CORPORATION
By: /s/ Jonathan Roberts, President
Jonathan Roberts, President
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below
by the following persons in the capacities indicated on June
30, 1998. Each person whose signature to the Registration
Statement appears below hereby appoints Jonathan Roberts and
Kevin M. Sherlock, or either one of them, as such person's
attorney-in-fact with full power to act alone, with full
power of substitution or resubstitution, for such person and
in such person's name, place and stead, in any and all
capacities to sign on such person's behalf, individually and
in the capacities stated below, and to file any and all
amendments and post-effective amendments to this
Registration Statement, which amendment or amendments may
make such changes and additions as such attorney-in-fact may
deem necessary or appropriate.
/s/ Jonathan Roberts /s/ Thomas J. Nieman
Jonathan Roberts Thomas J. Nieman
Director (Chairman) and President Director
/s/ J. Dennis Bartlett /s/ George Hennessy
Dennis Bartlett George Hennessy
Director and Principal Director
Financial and Accounting Officer
/s/ Kevin M. Sherlock /s/ Jim Karten
Kevin M. Sherlock Jim Karten
Secretary, Vice President Director
and Director
CRONUS CORPORATION
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO. DESCRIPTION
4.1 Consulting Agreements
5.1 Opinion of Stephen A. Zrenda, Jr., P.C.
23.1 Consent of Addison, Roberts & Ludwig, P.C.
24.1 Power of Attorney (included on Signature Page
to the Registration Statement)
EXHIBIT 4.1
CONSULTING AGREEMENT
This Consulting Agreement is made and entered into to
be effective as of March 14, 1998, in accordance herewith
and is by and between Sundance Properties, Ltd., a company
incorporated in Belize, with offices at 207-1425 Marine
Drive, West Vancouver, British Columbia V7T 1B9
("Consultant"), and Cronus Corporation, a Nevada
corporation, with offices at 7660 E. Broadway, Suite 210,
Tucson, Arizona ("Client").
A. Consultant has provided various valuable services for
and on behalf of Client in connection with the business of
Client.
B. Client desires to retain Consultant as an independent
contractor on behalf of Client and Consultant desires to be
retained in that capacity upon the terms and conditions
hereinafter set forth.
In consideration of the above and foregoing premises, the
mutual promises and agreements hereinafter set forth, and
such other and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Client and
Consultant agree as follows:
1. Consulting Services. Consultant has worked as an
independent contractor to Client and Consultant accepted and
agreed to such retention. Consultant shall render to Client
the following services:
a. Disseminate a one page "highlighter" by fax and operate
an intense telemarketing follow-up campaign to new
brokers. We will have account executives on the phone
doing telemarketing follow-up daily.
b. Use an extensive mass faxing program to reach thousands
of new brokers. Follow-up calls will turn a number of
them into supporters.
c. Use a mass lead faxing program to brokers, of high net
worth individuals who have been identified as stock
buyers.
d. Make Cronus Corporation and its products and financial
prospects known to retail stockbrokers, broker-dealers,
market makers and other members of the financial
community.
2. Time, Place and Manner of Performance. Consultant shall
be available for advice and counsel to the officers and
directors of Client at such reasonable and convenient times
and places as may be mutually agreed upon. Except as
aforesaid, the time, place and manner of performance of the
service hereunder, including the amount of time to be
allocated by Consultant to any specific service, shall be
determined in the sole discretion of Consultant. It is not
intended that the performance of the consulting services
described herein shall be accomplished exclusively by
Consultant; therefore, Consultant may engage persons as
subcontractors to assist in the discharge of the
responsibilities hereunder, with such services are to be at
the cost and expense of Consultant.
3. Terms of Agreement. This Agreement shall compensate
Consultant for all of his services from the commencement of
his involvement with the Company until November 1, 1998.
(i) Compensation. Client shall issue to Consultant
1,400,000 shares of the common stock of the Company.
Client shall issue those shares pursuant to an S-8
offering. Consultant shall, prior to issuance, execute
a general form of release and a form investment letter
regarding the restricted securities to be issued. In
the event that Client is unable to complete an S-8
offering, Consultant may elect to receive the shares as
restricted common stock.
4. Work Product. It is agreed that, any information and
materials produced for Client shall be property of
Consultant, free and clear of all claims thereto by Client,
and Client shall retain no claim of authorship therein.
5. Disclosure of Information. Consultant recognizes and
acknowledges that Consultant has and will have access to
certain confidential information of Client and its
affiliates that are valuable, special and unique assets and
property of Client and such affiliates. Consultant will
not, during or after the term of this Agreement, disclose,
without the prior written consent or authorization of
Client, any such information to any person, except to
authorized representatives of Consultant or its affiliates
for purposes of the services to be rendered under this
Agreement, for any reason or purpose whatsoever. In this
regard, Client agrees that such authorization or consent to
disclosure may be conditioned upon the disclosure being made
pursuant to a secrecy agreement, protective order, provision
of statute, rule, regulation or procedure under which the
confidentiality of the information is maintained in the
hands of the person to whom the information is to be
disclosed or in compliance with the terms of a judicial
order or administrative process.
6. Nature of Relationship. It is understood and
acknowledged by the parties that Consultant is being
retained by Client in an independent capacity and that in
this connection, Consultant hereby agrees, except as
otherwise provided herein, or unless Client shall have
otherwise consented, not to enter into any agreement or
incur any obligation on behalf of Client.
7. Conflict of Interest. Consultant shall be free to
perform services for other persons during the term of this
Agreement. Consultant will notify Client of the performance
of consulting services for any other person which would
conflict with the obligations of this agreement. Upon
receiving such notice, Client may terminate this Agreement
or consent to Consultant's outside consulting services.
Failure to terminate this Agreement shall constitute
Client's ongoing consent to Consultant's outside consulting
activities.
8. Notices. Any notices required or permitted to be given
under this Agreement shall be sufficient if in writing and
delivered or sent by registered or certified mail to the
principle office of each party as first set forth above.
9. Waiver of Breach. Any waiver by a party of a breach of
any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any subsequent breach
by the waiving party.
10. Assignment. This Agreement and the rights and
obligations of the parties hereunder are assignable by
consultant.
11. Applicable Law. It is the intention of the parties
hereto that this Agreement and the performance hereunder and
all suits and special proceedings hereunder be construed in
accordance with and under and pursuant to the laws of the
State of Arizona and that in any action, special proceeding
or other proceeding that may be brought arising out of, in
connection with or by reason of this Agreement, the laws of
the State of Arizona shall be applicable and shall govern to
the exclusion of the law of any other forum, without regard
to the jurisdiction in which any action or special
proceeding may be instituted.
12. Arbitration. All disputes arising under this
Agreement, except as specifically otherwise provided for
herein, shall be settled by arbitration in accordance with
the rules then obtaining of the American Arbitration
Association in Tucson, Arizona, or its successor, and any
judgment upon the award rendered may be entered in any court
having jurisdiction thereof. The arbitrator shall not have
the power to amend this Agreement in any respect.
13. Severability. All agreements and covenants contained
herein are severable, and in the event any of them shall be
held to be invalid by any competent court, the agreement
shall be interpreted as if such invalid agreements or
covenants were not contained herein.
14. Entire Agreement. This Agreement constitutes and
embodies the entire understanding and agreement of the
parties and supersedes and replaces all prior
understandings, agreements and negotiations between the
parties.
15. Counterparts. This agreement may be executed in
counterparts, each of which shall be deemed an original, but
both of which taken together shall constitute but one and
the same document.
IN WITNESS WHEREOF, the parties hereto have entered into
this Agreement effective as of the day and year first above
written.
CONSULTANT: CLIENT:
Sundance Properties, Ltd. Cronus Corporation
By:______________________ By:______________________
Alicia Bautista Jonathan Roberts, President
EXHIBIT 4.1
CONSULTING AGREEMENT
This Consulting Agreement is made and entered into to
be effective as of June 12, 1998, in accordance herewith and
is by and between Sundance Consulting Corporation, a Nevada
corporation with offices at 5 Mar Vista Terrace, Tacoma, WA
98403 (hereinafter referred to as "Consultant"), and Cronus
Corporation, a Nevada corporation, with offices at 7660 E.
Broadway, Suite 210, Tucson, AZ 85710 (hereinafter referred
to as "Client").
A. Consultant is willing and able to provide various
valuable services for and on behalf of Client in connection
with the business of Client.
B. Client desires to retain Consultant as an independent
contractor on behalf of Client and Consultant desires to be
retained in that capacity upon the terms and conditions
hereinafter set forth.
In consideration of the above and foregoing premises, the
mutual promises and agreements hereinafter set forth, and
such other and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Client and
Consultant agree as follows:
1. Consulting Services. Client hereby retains Consultant
as an independent contractor to Client and Consultant hereby
accepts and agrees to such retention. Consultant shall
render to Client services of an advisory or consultative
nature in order to assist the Client in its fundraising and
marketing. It is not intended that the performance of the
consulting services described herein shall be accomplished
exclusively by Consultant; therefore, Consultant may engage
persons as subcontractors to assist in the discharge of the
responsibilities hereunder, with such services at the cost
and expense of Consultant.
2. Time, Place and Manner of Performance. Consultant shall
be available for advice and counsel to the officers and
directors of Client at such reasonable and convenient times
and places as may be mutually agreed upon. Except as
aforesaid, the time, place and manner of performance of the
service hereunder, including the amount of time to be
allocated by Consultant to any specific service, shall be
determined in the sole discretion of Consultant.
3. Terms of Agreement. This Agreement shall begin on the
effective date hereof and continue for a period of one year
thereafter, and shall continue after this initial period
unless earlier terminated by either party on ten day's
notice. This Agreement is subject to early termination by
Consultant upon Consultants due diligence and appraisal of
Clients business and nature of Clients assets.
4. Compensation. In recognition of Consultant's efforts,
past and present, resulting in the receipt of more than
$300,000 in financing to Client, Client shall pay Consultant
a fee equal to 10% of all such funds raised, payable in cash
or in shares of consulting stock of Client. In no event
shall the total compensation to Consultant pursuant to this
agreement exceed the value of $100,000. If the compensation
is to be paid in consulting stock, an S-8 registration
statement shall be issued and filed within six months from
the date of this agreement.
5. Work Product. It is agreed that, any information and
materials produced for Client shall be property of
Consultant, free and clear of all claims thereto by Client,
and Client shall retain no claim of authorship therein.
6. Disclosure of Information. Consultant recognizes and
acknowledges that Consultant has and will have access to
certain confidential information of Client and its
affiliates that are valuable, special and unique assets and
property of Client and such affiliates. Consultant will
not, during or after the term of this Agreement, disclose,
without the prior written consent or authorization of
Client, any such information to any person, except to
authorized representatives of Consultant or its affiliates
for purposes of the services to be rendered under this
Agreement, for any reason or purpose whatsoever. In this
regard, Client agrees that such authorization or consent to
disclosure may be conditioned upon the disclosure being made
pursuant to a secrecy agreement, protective order, provision
of statute, rule, regulation or procedure under which the
confidentiality of the information is maintained in the
hands of the person to whom the information is to be
disclosed or in compliance with the terms of a judicial
order or administrative process.
7. Nature of Relationship. It is understood and
acknowledged by the parties that Consultant is being
retained by Client in an independent capacity and that in
this connection, Consultant hereby agrees, except as
otherwise provided herein, or unless Client shall have
otherwise consented, not to enter into any agreement or
incur any obligation on behalf of Client.
8. Conflict of Interest. Consultant shall be free to
perform services for other persons during the term of this
Agreement. Consultant will notify Client of the performance
of consulting services for any other person which would
conflict with the obligations of this agreement. Upon
receiving such notice, Client may terminate this Agreement
or consent to Consultant's outside consulting services.
Failure to terminate this Agreement shall constitute
Client's ongoing consent to Consultant's outside consulting
activities.
9. Notices. Any notices required or permitted to be given
under this Agreement shall be sufficient if in writing and
delivered or sent by registered or certified mail to the
principle office of each party as first set forth above.
10. Waiver of Breach. Any waiver by a party of a breach of
any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any subsequent breach
by the waiving party.
11. Assignment. This Agreement and the rights and
obligations of the parties hereunder are assignable by
consultant.
12. Applicable Law. It is the intention of the parties
hereto that this Agreement and the performance hereunder and
all suits and special proceedings hereunder be construed in
accordance with and under and pursuant to the laws of the
State of Nevada and that in any action, special proceeding
or other proceeding that may be brought arising out of, in
connection with or by reason of this Agreement, the laws of
the State of Nevada shall be applicable and shall govern to
the exclusion of the law of any other forum, without regard
to the jurisdiction in which any action or special
proceeding may be instituted.
13. Arbitration. All disputes arising under this
Agreement, except as specifically otherwise provided for
herein, shall be settled by arbitration in accordance with
the rules then obtaining of the American Arbitration
Association in Tucson, Arizona, or its successor, and any
judgment upon the award rendered may be entered in any court
having jurisdiction thereof. The arbitrator shall not have
the power to amend this Agreement in any respect.
14. Severability. All agreements and covenants contained
herein are severable, and in the event any of them shall be
held to be invalid by any competent court, the agreement
shall be interpreted as if such invalid agreements or
covenants were not contained herein.
15. Entire Agreement. This Agreement constitutes and
embodies the entire understanding and agreement of the
parties and supersedes and replaces all prior
understandings, agreements and negotiations between the
parties.
16. Counterparts. This agreement may be executed in
counterparts, each of which shall be deemed an original, but
both of which taken together shall constitute but one and
the same document.
IN WITNESS WHEREOF, the parties hereto have entered into
this Agreement effective as of the day and year first above
written.
CONSULTANT: CLIENT:
Sundance Consulting Corporation Cronus Corporation
By:______________________ By:_______________________
Ian Collins, President Jonathan Roberts, President
EXHIBIT 5.1
STEPHEN A. ZRENDA, JR., P.C.
ATTORNEY AND COUNSELOR AT LAW
Telephone(405) 235-2111
Telecopy (405) 235-2157
1520 BANK ONE CENTER
100 NORTH BROADWAY
OKLAHOMA CITY, OKLAHOMA 73102-8601
June 25, 1998
Cronus Corporation
7660 E. Broadway
Suite 210
Tucson, Arizona 85710
Dear Sirs:
We have acted as special counsel to Cronus Corporation
(the "Company") to render a legal opinion regarding its Form
S-8 Registration Statement to be filed with the Securities
and Exchange Commission concerning its plan to issue its
Common Stock, $.001 par value, to consultants to the
Company.
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, agreements,
instruments and documents of the Company, certificates of
public officials and of officers of the Company, and such
other certificates, documents and records, and have made
such other investigations, as we have deemed necessary or
appropriate as a basis for the opinions hereinafter
expressed. As to questions of fact material to such
opinions we have, when relevant facts were not independently
established, relied upon such certificates of public
officials and of such officers, such other certificates,
documents and records, and upon the representations of such
parties. In addition, we have assumed: (i) the genuineness
of all signatures on all documents seen or reviewed by us,
ii) the authenticity of documents submitted to us as
originals, and (iii) the conformity with the original and
certified copies of all documents submitted to us as copies
and the authenticity of the originals thereof. We have also
examined such matters of law and such additional matters of
fact as we consider necessary or appropriate in connection
with the opinions hereinafter expressed.
Based on and subject to the foregoing, it is our
opinion that:
1. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Nevada; and
2. Assuming the accuracy of the documents,
representations and warranties of the Company, the offer,
issuance and sale of the Common Stock of the Company to
consultants under the terms and provisions of written
consulting agreements will have been duly authorized and
validly issued and will be fully paid and nonassessable.
The opinions expressed herein are solely for your
benefit in connection with the Form S-8 Registration
Statement of the Company and may not be relied upon in any
manner or for any purpose by any other person or entity
without the prior written consent of this firm.
Very truly yours,
STEPHEN A. ZRENDA, JR., P.C.
By:
Stephen A. Zrenda, Jr., Esq.
EXHIBIT 23.1
Addison, Roberts & Ludwig, P.C.
Certified Public Accountants
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference of our
report dated June 10, 1998, in this Registration Statement
on Form S-8 for Cronus Corporation.
June 22, 1998
Addison, Roberts & Ludwig, PC
2910 N. Swan Road, Suite 204
Tucson, Arizona 85712
