As filed with the Securities and Exchange Commission on May 8, 1998
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CORONADO INDUSTRIES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 22-3161629
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16929 E. Enterprise Drive, Suite 202, Fountain Hills, Arizona 85268
- ------------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Consultant Compensation Plan
----------------------------
(Full title of the plan)
Gary R. Smith
President
Coronado Industries, Inc.
16929 E. Enterprise Drive, Suite 202, Fountain Hills, AZ 85268
---------------------------------------
(Name and address of agent for service)
(602) 837-6810
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
With copy to:
Michael K. Hair, P.C.
7407 E. Ironwood Court
Scottsdale, Arizona 85258
(602) 443-9657
Approximate Date of Commencement of Proposed Sale: As soon as practicable after
the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE * PRICE * FEE
---------- ---------- ----------- --------- ------------
Common Stock,
$.001 par value 100,000 $1.65 $165,000 $50
- ----------
* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the bid price for shares of Common
Stock during the week ended May 1, 1998.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1
THE PLAN
The name of this plan is The Pinnacle Funding Corporation Compensation Plan (the
"Plan") and Coronado Industries, Inc. (the "Registrant") will fund the Plan with
100,000 shares of its $.001 par value common stock (the "Stock"). The Plan is
the Client Service Agreement between Pinnacle Funding Corporation, Inc. ("PFC")
and the Registrant. The Plan is not subject to the provisions of ERISA and the
Plan has no administrators.
DESCRIPTION OF REGISTRANT'S SECURITIES
The authorized capital stock of the Company consists of 25,000,000 shares of
common stock ("Common Stock") of which 20,588,421 shares were issued and
outstanding on April 1, 1998 and 3,000,000 shares of $.001 par value Preferred
Stock, of which no shares have been issued as of April 1, 1998. All presently
outstanding shares are duly authorized, fully-paid and non-assessable.
Each share of the Common Stock is entitled to one vote on all matters to be
voted on by the shareholders, such as the election of certain directors and
other matters that directly impact the rights of the holders of such class.
There is no cumulative voting in the election of directors. Holders of Common
Stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available therefor. In the
event of any dissolution, winding up or liquidation of the Company, the shares
of Common Stock will share ratably in all the funds available for distribution
after payment of all debts and obligations. The holders of Common Stock are
subject to any rights that may be fixed for holders of preferred stock as
designated upon issuance.
ISSUANCE OF SHARES
PFC is the only participant in the Plan and it will pay for the Shares by
performing the services described in the Client Service Agreement to be executed
by PFC and the Registrant. The Shares totalling $165,000 in value will be issued
to PFC by the Registrant upon execution of the Client Service Agreement.
The Shares will not be purchased in the open market.
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RESALE RESTRICTIONS
Since the Registrant does not satisfy the requirements for the use of Form S-3,
PFC, even though not a controlling person, is bound by the volume limitations of
Rule 144, which would not be applicable because any shareholder may sell up to
205,734 shares of Registrant's common stock in any 90-day period under Rule 144.
ITEM 2
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1997 and all reports filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
subsequent to December 31, 1997 are incorporated by reference into this
Prospectus. Copies of these documents are available to PFC, without charge, upon
written or oral request made to the Registrant at 16929 E. Enterprise Drive,
Suite 202, Fountain Hills, Arizona 85268, telephone number (602) 837-6810.
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PART I
INFORMATION REQUIRED IN THE REOFFER PROSPECTUS
ITEM 1
THE PLAN
The name of this plan is Pinnacle Funding Corporation Compensation Plan (the
"Plan") and Coronado Industries, Inc. (the "Registrant") has funded the Plan
with up to 100,000 shares of its $.001 par value common stock (the "Stock"). The
Plan is the Client Service Agreement between The Pinnacle Funding Corporation,
Inc. ("PFC") and the Registrant. The Plan is not subject to the provisions of
ERISA and the Plan has no administrators.
DESCRIPTION OF REGISTRANT'S SECURITIES
The authorized capital stock of the Company consists of 25,000,000 shares of
common stock ("Common Stock") of which 20,588,421 shares were issued and
outstanding on April 1, 1998 and 3,000,000 shares of $.001 par value Preferred
Stock, of which no shares have been issued as of April 1, 1998. All presently
outstanding shares are duly authorized, fully-paid and non-assessable.
Each share of the Common Stock is entitled to one vote on all matters to be
voted on by the shareholders, such as the election of certain directors and
other matters that directly impact the rights of the holders of such class.
There is no cumulative voting in the election of directors. Holders of Common
Stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available therefor. In the
event of any dissolution, winding up or liquidation of the Company, the shares
of Common Stock will share ratably in all the funds available for distribution
after payment of all debts and obligations. The holders of Common Stock are
subject to any rights that may be fixed for holders of preferred stock as
designated upon issuance.
The Company has engaged Olde Monmouth Stock Transfer at 77 Memorial Parkway,
Suite 101, Atlantic Highlands, NJ 07716 as its stock transfer agent.
ISSUANCE OF SHARES
PFC is the only participant in the Plan and it has paid for the Shares by
performing the services described in the Client Service Agreement executed by
PFC and the Registrant. The Shares totalling $165,000 in value have been issued
to PFC by the Registrant upon execution of the Client Service Agreement.
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RESALE RESTRICTIONS
There are no restrictions on resale upon the purchasers of the Shares from PFC.
ITEM 2
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1997 and all reports filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
subsequent to December 31, 1996 are incorporated by reference into this
Prospectus. Copies of these documents are available to PFC, without charge, upon
written or oral request made to the Registrant at 16929 E. Enterprise Drive,
Suite 202, Fountain Hills, Arizona 85268, telephone number (602) 837-6810.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement: (a) the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1997; and (b) all reports filed with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to December 31, 1997.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Company's Articles of Incorporation eliminates the
personal liability of directors of the Company for violation of their fiduciary
duty of care.
Section 78.751 of the Nevada General Corporation Law, as amended, applies
to the Company and provides for the indemnification of officers and directors in
specified instances. It permits a corporation, pursuant to a bylaw provision or
in an indemnity contract, to pay an officer's or director's litigation expenses
in advance of a proceeding's final disposition, and provides that rights arising
under an indemnity agreement or bylaw provision may continue as to a person who
has ceased to be a director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit Index located at Page 9.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3)of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof)which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post- effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fountain Hills, and the State of Arizona, on May 8,
1998.
Coronado Industries, Inc.
By /s/ Gary R. Smith
-------------------------------
Gary R. Smith
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 and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Gary R. Smith President; Treasurer (Principal May 8, 1998
- ------------------------ Financial and Accounting Officer);
Gary R. Smith Director
/s/ G. Richard Smith Chairman (Chief Executive Officer); May 8, 1998
- ------------------------ Secretary; Director
G. Richard Smith
Director
- ------------------------
John T. LiVecchi
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EXHIBIT INDEX
Exhibit
Number Description Method Of Filing
- ------- ----------- ----------------
4 Compensation Plan *
5 Form of opinion rendered by Michael K. Hair, P.C., *
counsel for the Registrant (including consent)
24.1 Consent of Accountants *
24.2 Consent of Counsel See Exhibit 5
- -------
* Filed herewith
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EXHIBIT 4
CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made by and between PINNACLE FUNDING CORPORATION, INC., a
Florida corporation, hereinafter sometimes referred to as "PFC," and Coronado
Industries, Inc., a Nevada corporation, hereinafter sometimes referred to as the
"Company" or "Client".
WITNESSETH:
WHEREAS, PFC is a financial public relation, direct marketing, advertising and
consulting firm, and WHEREAS, the Company is publicly held with its common stock
trading on one or more stock exchanges and/or Over the Counter or on NASDAQ, and
WHEREAS, the Company desires to publicize itself with the intentions of making
its name and business better known to its shareholders, investors, and brokerage
houses, and NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
A. ENGAGEMENT: The Company hereby engages PFC to publicize the Company to
brokers, prospective investors and shareholders in the manner described in
Section B of this agreement, subject to the further provisions of this
agreement. PFC hereby accepts the Company as a client and agrees to publicize it
in the manner described in Section B of this agreement, subject to the further
provisions of this agreement.
B. SERVICE PROGRAM: Consists of the following components:
1. PFC will review and analyze all aspects of the Company's goals,
including any proposed acquisitions, and make recommendations on feasibility and
achievement of desired goals.
2. PFC will prepare and distribute a Corporate Overview to each current
shareholder of the Company's common stock along with a letter high lighting
PFC's investor relations campaign. PFC will provide through their network, firms
and brokers interested in participating and schedule and conduct the necessary
due diligence and obtain the required approvals necessary for those firms to
participate; provided, however, PFC shall provide firms, brokers and all others
only with information which has been provided to PFC in writing by the Company.
PFC will also interview and make determinations on any firms or brokers referred
by the Company with regard to their participation.
4. PFC will be available to the Company to respond to all inquires
received from firms and brokers inquiring about the Company.
5. PFC will use its best efforts to obtain the Company exposure on
national and regional financial radio programming, in independent financial
newsletters, and various other financial related publications and media.
6. PFC will write and produce a press release announcing its engage
ment. The Company shall be solely responsible for paying all fees associated
with all actual release(s) through Business Wire, PR Newswire, or any other
comparable news dissemination source.
7. PFC may at its own discretion, and with approval of the Client, at
its own expense pay for special reports that can be published in various
financial trade publications for both public relations and lead-generating
purposes; provided, however, that the content of these special reports is
approved by the Company prior to their publication.
<PAGE>
8. In its representation of the Company, PFC shall not violate any
federal or state securities laws.
C. TIME OF PERFORMANCE: Services to be performed under this agreement shall
commence upon the execution of this agreement and shall continue for six months.
D. COMPENSATION AND EXPENSES: In consideration of the services to be performed
by PFC, the Company agrees to pay compensation to PFC as follows:
1. One Hundred Thousand shares of unrestricted tradeable or free
trading shares of the Company's Common Stock. Free trading shares are due within
20 business days of the execution of this agreement. PFC may transfer the Common
Stock issued to it to its officers, directors and employees: however, PFC will
not transfer the Common Stock issued to it except in sales through licensed
NASDAQ members at prices no less than the highest bid price at the time of the
sale. Further, PFC, its officers and employees will not use any of the Common
Stock issued to it, or allow a brokerage firm to use any of the Common Stock
issued to it, to sell the Company's stock "short" or to "short the Company's
stock against the box".
2. If during the term of this agreement the price of Client's common
stock trades at the price of $4.00 or higher for a period of 20 consecutive
trading days, the Client shall issue warrants to PFC allowing PFC, or its
officers, directors or employees assignees to purchase 100,000 shares of
Client's common stock at $4.00 per share. These warrants may be exercised for a
period of two years from the date of actual physical issuance of the warrants.
Client shall issue warrants within 10 days after the twentieth trading day the
shares trade at $4.00 or higher.
E. REPRESENTATIONS AND WARRANTIES OF COMPANY: The Company represents and
warrants to PFC, each such representation and warranty being deemed to be
material that:
1. The Company will cooperate fully and timely with PFC to enable PFC
to perform its obligations under this agreement.
2. The execution and performance of this agreement by the Company has
been duly authorized by the Board of Directors of the Company with accordance
with applicable law, and, to the extent required, by the requisite number of
shareholders of the Company.
3. The performance by the Company of this agreement will not violate
any applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the Company or any contractual
obligations by which the Company may be bound.
4. The Company will promptly deliver to PFC a complete due diligence
package to include the latest 10K, latest 10Q, last six months press releases,
and all other relevant materials, including but not limited to corporate
reports, brochures, etc.
5. The Company will promptly deliver to PFC a list of names and
addresses of all shareholders of the Company which it is aware.
6. The Company will promptly deliver to PFC a list of brokers and
market makers of the Company's securities which have been following the Company.
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7. The Company will act diligently and promptly in reviewing materials
submitted to it by PFC to enhance timely distribution of the materials and will
inform PFC of any inaccuracies contained therein prior to the projected
publication date.
8. The Company represents that all information include in the
information package furnished to PFC shall disclose all material facts and not
omit any facts necessary to make statements made on behalf of the Company not
misleading.
F. FURNISHING OF INFORMATION BY CLIENT: The Company agrees to update the
information package on a continuous basis, the Company understands that the sole
purpose of the information package is for investors relations. PFC may rely on
and assume the accuracy of the information submitted to it by the Company.
G. COVENANTS OF THE COMPANY: The Company covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright laws and all other applicable laws and regulations
and will not be submitted in connection with improper or illegal act or deed.
H. CLIENT RESPONSIBLE FOR INFORMATION PROVIDED TO PFC: The Company assumes and
claims all responsibility and liability for the content of all written
information disseminated on behalf of the Company which have been approved by
the Company. The Company shall indemnity and hold PFC, its subsidiaries,
officers and employees harmless from and against all demands, claims or
liability arising for any reason due to the content of information disseminated
on behalf of the company. This indemnity shall include any cost incurred by PFC
including, but not limited to, legal fees and expenses incurred both in
administrative proceedings at trial and appellate levels, in settlement of
claims, and payment of any judgement against PFC.
In order for the indemnity provisions of this paragraph to bind Client,
PFC must within ten (10) business days of receipt notify Client in writing of
any demands, claims or liability for which PFC claims Client is responsible and
Client shall be entitled, but shall not be obligated, to assume and/or control
defense and/or settlement of any action, demand, claim or liability. Client
shall not be required to indemnify PFC for PFC's own negligent or intentional
acts or omissions.
I. ASSIGNMENT AND DELEGATION: Neither Party may assign any rights or delegate
and duties hereunder without the Party's express written consent.
J. EARLY TERMINATION: If the Company fails to cooperate with PFC, or fails to
make timely payment of the compensation set forth in Section D of this agreement
PFC shall have the right to terminate any further performance under this
agreement. In such event all compensation shall become immediately due and
payable and/or deliverable, and PFC shall be entitled to receive and retain the
same as liquid damages, and not as a penalty, in lieu of all other remedies, the
parties acknowledging and agreeing that it would be too difficult currently to
determine the exact extent of PFC's damage, and that the receipt and retention
of such compensation is reasonable present estimate of such damages.
K. LIMITATION OF PFC LIABILITY: If PFC fails to perform its service hereunder,
its entire liability to the Company shall not exceed the greater of (a) the
amount of each compensation PFC has received from the Company under Section D of
this agreement or (b) the actual damage to the Company as a result of such
nonperformance. In no event will PFC be liable for any indirect, special or
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consequential damages nor for any claims against the Company by any person or
entity arising from or in any way related to this agreement, unless such damages
result from the use by PFC of information not authorized by the Company, or from
PFC's violation of federal or state securities laws.
L. OWNERSHIP OF MATERIALS: All rights, title and interest in and to materials to
be produced by PFC in connection with the agreement and other services to be
rendered under this agreement shall be and remain the sole and exclusive
property of PFC, except that if the Company performs fully and timely its
obligations hereunder, it shall be entitled to receive upon written request, two
hundred fifty (250) copies of all such materials.
M. CONFIDENTIALITY: Until such time as the same may become publicly known, PFC
agrees that any confidential nature will not be revealed or described to any
person or entity. Upon the completion of its services and upon written request
of the Company all materials, original documentation provided by the Company
will be returned to it. PFC will, however, require Confidentiality Agreements
from its own employees and from contractors PFC reasonably believes will come in
contact with confidential material.
N. ENTIRE AGREEMENT: This writing contains the entire agreement of the parties.
No representations were made or implied upon by either party, other than those
expressly set forth. Furthermore, the Company understands that PFC makes no
guarantees, assurances or representations in regard to the results of its
services. No agent, employee or other representative of either party is
empowered to alter any terms, unless done in writing and signed by an executive
officer of the respective parties.
O. CONTROLLING LAW AND VENUE: This agreement's validity, interpretation and
performance shall be controlled under the laws of the State of Arizona.
P. SEPARABILITY: If one or more of the provisions of this agreement shall be
held invalid, illegal, or unenforceable in any respect, such provision, to the
extent invalid, illegal, or unenforceable and provided that such provision is
not essential to the transaction provided for by this agreement, shall not
affect any other provision hereof, and the agreement, shall be construed as if
such provision had never been contained herein.
Q. ARBITRATION: Any controversy or claim arising out of or relating to the
agreement or the breach thereof, shall be settled by arbitration in accordance
with commercial arbitration rules of the American Arbitration Association, and
judgement upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
R. PREVAILING PARTY: In the event of the institution of any legal proceedings
or litigation, at the trial level or appellate level, with regard to this
agreement, the prevailing party shall be entitled to receive from the
non-prevailing party all costs, reasonable attorney fees and expenses.
S. FAILURE TO OBJECT NOT A WAIVER: The failure of either party to this agreement
to object to, or to take affirmative action with respect to any conduct the
other which is in violation of the terms of the agreement shall not be construed
as a waiver of the violation or breach, or of any future violation, breach or
wrongful conduct.
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T. NOTICE: All notices or other documents under this agreement shall be in
writing and delivered personally or mailed by certified mail or overnight
service, postage prepaid and addressed to the representative or company as
follows:
Coronado Industries, Inc. Pinnacle Funding Corp.
16929 E. Enterprise Drive, Suite 202 1904 Indian Road
Fountain Hills, Arizona 85268 West Palm Beach, Florida 33406
Telephone: (602) 837-6810 Telephone: (561) 439-7337
U. HEADINGS: Headings in this agreement are for convenience only and shall not
be used to interpret or construe its provisions.
V. MISCELLANEOUS:
1. EFFECTIVE DATE OF REPRESENTATION: Shall be no later than the date
PFC is prepared to distribute letters and/or Corporate Overviews pursuant to the
agreement.
2. CURRENCY: In all instances, references to dollars shall be deemed to
be United States Dollars.
3. MULTIPLE COUNTERPARTS: This agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
4. SIGNATURES: All parties agree that signatures sent by facsimile
transmission are legally binding and acceptable by each party.
EXECUTED this 28th day of April, 1998.
Coronado Industries, Inc. Pinnacle Funding Corp.
/s/ Gary R. Smith /s/ Darrell L. Peterson
- ----------------------------- -----------------------------
Gary R. Smith Darrell L. Peterson,
President President
5
EXHIBIT 5
May 8, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Coronado Industries, Inc. - Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Coronado Industries, Inc., a Nevada corporation
(the "Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933 relating to the
registration of 100,000 shares of its Common Stock, $.001 par value (the
"Shares"), issuable pursuant to the Company's Compensation Plan (the "Plan").
In that connection, we have examined such documents, corporate records and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation and the Bylaws of the
Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Nevada.
2. The Shares, when issued and sold in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Michael K. Hair, P.C.
By: /s/ Michael K. Hair
---------------------------------
Michael K. Hair, President
EXHIBIT 24.1
[LETTERHEAD OF SEMPLE & COOPER, LLP]
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Form S-8 registration statement filed on May
8, 1998, of our report dated March 13, 1998, included in Coronado Industries,
Inc.'s Form 10-KSB for the year ended December 31, 1997, and to all references
to our Firm included in this registration statement.
/s/ SEMPLE & COOPER, LLP
Phoenix, Arizona
May 8, 1998
