As filed with the Securities and Exchange Commission on September 21, 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 (1) 150,000 $0.46 $ 69,000 $ 88.21
Common Stock,
$.001 par value 500,000 $1.25 $625,000 $184.38
------- ----- -------- -------
Total 650,000 -- $694,000 $272.59
- ----------
(1) 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 September 18, 1998.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1
THE PLAN
The name of this plan is The Vanguard Communications Group Compensation Plan
(the "Plan") and Coronado Industries, Inc. (the "Registrant") will fund the Plan
with 650,000 shares of its $.001 par value common stock (the "Stock"). The Plan
is the Client Service Agreement between Vanguard Communications Group, Ltd.
("VCG") 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 21,653,842 shares were issued and
outstanding on September 1, 1998 and 3,000,000 shares of $.001 par value
Preferred Stock, of which no shares have been issued as of September 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
VCG is the only participant in the Plan and it will pay for the Stock by
performing the services described in the Client Service Agreement to be executed
by VCG and the Registrant. The Shares totalling $69,000 in value will be issued
to VCG by the Registrant pursuant to the Client Service Agreement. VCG may also
purchase up to 500,000 shares from the Registrant for $1.25 per share.
The Shares will not be purchased in the open market.
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<PAGE>
RESALE RESTRICTIONS
Since the Registrant does not satisfy the requirements for the use of Form S-3,
VCG, 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
216,538 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 VCG, 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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<PAGE>
PART I
INFORMATION REQUIRED IN THE REOFFER PROSPECTUS
ITEM 1
THE PLAN
The name of this plan is The Vanguard Communications Group Compensation Plan
(the "Plan") and Coronado Industries, Inc. (the "Registrant") has funded the
Plan with up to 650,000 shares of its $.001 par value common stock (the
"Stock"). The Plan is the Client Service Agreement between The Vanguard
Communications Group, Ltd. ("VCG") 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 21,653,842 shares were issued and
outstanding on September 1, 1998 and 3,000,000 shares of $.001 par value
Preferred Stock, of which no shares have been issued as of September 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
VCG is the only participant in the Plan and it has paid for the Stock by
performing the services described in the Client Service Agreement executed by
VCG and the Registrant. The Shares totalling $69,000 in value will be issued to
VCG by the Registrant pursuant to the Client Service Agreement. VCG may also
purchase up to 500,000 shares from the Registrant for $1.25 per share.
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RESALE RESTRICTIONS
There are no restrictions on resale upon the purchasers of the Stock from VCG.
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 VCG, 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.
5
<PAGE>
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
September 21, 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 September 21, 1998
- ------------------------ Financial and Accounting Officer);
Gary R. Smith Director
/s/ G. Richard Smith Chairman (Chief Executive Officer); September 21, 1998
- ------------------------ Secretary; Director
G. Richard Smith
Director
- ------------------------
John T. LiVecchi
8
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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
9
CLIENT SERVICE AGREEMENT
THIS AGREEMENT, effective as of September 14, 1998, is made by and
between VANGUARD COMMUNICATIONS GROUP, LTD., a Florida corporation ("VCG"), and
CORONADO INDUSTRIES, INC., a Nevada corporation (the "Company").
WITNESSETH:
WHEREAS, VCG is a financial public relations, direct marketing,
advertising and consulting firm; and
WHEREAS, the Company is publicly held with its common stock trading on
the Over-The-Counter Bulletin Board Market; and
WHEREAS, the Company desires to publicize itself with the intentions of
making its name and business better known to its shareholders, investors and
securities brokerage houses.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
A. ENGAGEMENT: The Company hereby engages VCG 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. VCG 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. VCG's SERVICE PROGRAM: Consists of the following components:
1. VCG 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. VCG will prepare and distribute a Corporate Overview to
each current shareholder of the Company's common stock along with a letter
highlighting VCG's investor relations campaign. VCG will provide through their
network, securities firms and brokers and individuals interested in purchasing
the Company's common stock in the secondary market and schedule and conduct the
necessary due diligence and obtain the required approvals necessary for those
firms to participate in such secondary market; provided, however, VCG shall
provide firms, brokers and all others only with information which has been
provided to VCG in writing by the Company. VCG will also interview and make
determinations on any securities firms or brokers referred by the Company with
regard to their participation in said secondary market.
3. VCG will be available to the Company to respond to all
inquires received from securities firms and brokers inquiring about the Company.
<PAGE>
4. VCG 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.
5. VCG will write and produce a press release announcing its
engagement. 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.
6. VCG may at its own discretion, and with approval of the
Company, 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.
7. In its representation of the Company, VCG shall not violate
any federal or state securities laws.
C. TIME OF PERFORMANCE: Services to be performed under this Agreement
shall commence on September 14, 1998 and, unless this Agreement is sooner
terminated, shall continue for six months.
D. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by VCG, the Company agrees to pay compensation to VCG as follows:
1. One Hundred Fifty Thousand shares of unrestricted
tradeable or free trading shares of the Company's common stock are to be
delivered to VCG by the Company as follows: 20,000 shares immediately upon
execution of this Agreement, and 30,000 shares on or before October 31, 1998;
50,000 shares on or before November 30, 1998; and 50,000 shares on or before
December 31,1998. VCG may transfer the common stock issued to it to its
officers, directors and employees: however, VCG shall 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, VCG, its
officers, directors or employees shall 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. During the term of this Agreement, VCG shall be entitled to
purchase up to 500,000 unrestricted shares of the Company's common stock at
$1.25 per share. The Company shall issue such unrestricted shares within three
(3) business days after it receives the $1.25 price per share from VCG.
2
<PAGE>
E. REPRESENTATIONS AND WARRANTIES OF COMPANY: The Company represents
and warrants to VCG, with each such representation and warranty being deemed to
be deemed material, that:
1. The Company will cooperate fully and timely with VCG to
enable VCG 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 VCG 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 VCG a list of names
and addresses of all shareholders of the Company which it is aware.
6. The Company will promptly deliver to VCG a list of
securities brokers and market makers of the Company's securities which have been
following the Company.
7. The Company will act diligently and promptly in reviewing
materials submitted to it by VCG to enhance timely distribution of the materials
and will inform VCG 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 VCG 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 THE COMPANY: 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. VCG
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.
3
<PAGE>
H. COMPANY RESPONSIBLE FOR INFORMATION PROVIDED TO VCG: The Company
assumes and claims all responsibility and liability for the content of all
written information disseminated by VCG on behalf of the Company which have been
approved by the Company. The Company shall indemnity and hold VCG, 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 VCG 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 VCG.
In order for the indemnity provisions of this paragraph to bind the
Company, VCG must within ten (10) business days of receipt notify the Company in
writing of any demands, claims or liability for which VCG claims the Company is
responsible and the Company shall be entitled, but shall not be obligated, to
assume and/or control defense and/or settlement of any action, demand, claim or
liability. The Company shall not be required to indemnify VCG for VCG'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 VCG, or
fails to make timely payment of the compensation set forth in Section D of this
Agreement VCG shall have the right to terminate any further performance under
this Agreement. The Company may terminate this Agreement at any time upon verbal
or written notice to VCG. In the event of an early termination of this
Agreement, VCG shall only be entitled to retain the shares previously received
by it as liquidated damages, and not as a penalty, in lieu of all other remedies
and damages; the parties acknowledging and agreeing that it would be too
difficult currently to determine the exact extent of VCG's damage, and that the
receipt and retention of such compensation is reasonable present estimate of
such damages.
K. LIMITATION OF VCG LIABILITY: If VCG fails to perform its service
hereunder, its entire liability to the Company shall not exceed the greater of
(a) the amount of each compensation VCG 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 VCG be liable for any indirect, special
4
<PAGE>
or 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 VCG of information not authorized by the Company or from
VCG'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 VCG in connection with the Agreement and other
services to be rendered under this Agreement shall be and remain the sole and
exclusive property of VCG, 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, VCG 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. VCG will, however, require Confidentiality
Agreements from its own employees and from contractors VCG 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 VCG
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.
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<PAGE>
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 arbitration
or litigation, including the 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.
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. Vanguard Communications Group, Ltd.
16929 E. Enterprise Drive 4500 NW 71 Avenue
Suite 202 Ft. Lauderdale, FL 33319
Fountain Hills, Arizona 85268
Telephone: (602) 837-6810 Telephone: (954) 742-3832
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 September 14,
1998.
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.
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4. SIGNATURES: All parties agree that signatures sent by
facsimile transmission are legally binding and acceptable by each party.
The parties hereto have executed this Agreement, effective as of
September 14, 1998.
CORONADO INDUSTRIES, INC.
----------------------------------
Gary R. Smith
President
VANGUARD COMMUNICATIONS GROUP, LTD.
----------------------------------
Steve Bazsuly
Chairman
7
EXHIBIT 5
September 21, 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 650,000 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 to be filed on
or about September 22, 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
September 21, 1998
