UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-QSB
(Mark One)
x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended March 31, 2005 | ||
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from __________ to __________ |
Commission file number: 33-33042-NY
CORONADO INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada | 22-3161629 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
16857 E. Saguaro Blvd., Fountain Hills, Arizona 85268
(Address of principal executive offices)
(480) 837-6810
(Issuer’s telephone number)
(Former name, former address and former fiscal year, if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject such filing requirements for the past 90 days. Yes x No o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of May 12, 2005: 198,029,830
Transitional Small Business Disclosure Format (check one): Yes o No x
Amendment No. 1 to Form 10-QSB
For the Quarterly Period Ended March 31, 2005
Table of Contents
Consolidated Balance Sheets | |||||||
ASSETS | |||||||
(Unaudited) | |||||||
March 31, | December 31, | ||||||
2005 | 2004 | ||||||
Current Assets: | |||||||
Cash & Cash Equivalents | $ | 1,650 | $ | 58 | |||
Accounts Receivable | 41,280 | 41,286 | |||||
Inventory | 10,620 | 15,132 | |||||
Prepaid Expenses | 11,645 | 14,966 | |||||
Deferred Compensation | 8,333 | 20,833 | |||||
Total Current Assets | 73,528 | 92,275 | |||||
Property and Equipment-Net | 9,705 | 10,259 | |||||
Deposits | 4,520 | 4,520 | |||||
Total Assets | $ | 87,753 | $ | 107,054 | |||
See the accompanying notes to these unaudited consolidated financial statements
CORONADO INDUSTRIES, INC. AND SUBSIDIARIES | |||||||
Consolidated Balance Sheets | |||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||
(Unaudited) | |||||||
March 31, | December 31, | ||||||
2005 | 2004 | ||||||
Current Liabilities: | |||||||
Notes Payable | $ | 100,000 | $ | 100,000 | |||
Notes Payable - Related Parties | 360,000 | 383,000 | |||||
Accounts Payable | 44,553 | 70,583 | |||||
Accrued Salaries | 93,750 | 688,317 | |||||
Accrued Interest | 5,447 | 4,802 | |||||
Accrued Taxes and Expenses | 85,315 | 141,135 | |||||
Total Liabilities | 689,065 | 1,387,837 | |||||
Commitments | — | — | |||||
Stockholders’ Equity (Deficit) | |||||||
Preferred Stock - $0.0001 par value; 3,000,000 shares | |||||||
authorized, none issued or outstanding | — | — | |||||
Common Stock - $0.001 par value; 400,000,000 shares authorized, | |||||||
195,801,016 and 183,291,938 shares issued and outstanding, | |||||||
respectively | 195,801 | 183,291 | |||||
Additional Paid In Capital | 13,611,879 | 12,485,478 | |||||
Accumulated Deficit | (14,408,992 | ) | (13,949,552 | ) | |||
Total Stockholders’ Equity (Deficit) | (601,312 | ) | (1,280,783 | ) | |||
Total Liabilities and Stockholders’ Equity (Deficit) | $ | 87,753 | $ | 107,054 | |||
See the accompanying notes to these unaudited consolidated financial statements
Consolidated Statements of Operations | |||||||
(Unaudited) | |||||||
Three Months Ended March 31, | |||||||
2005 | 2004 | ||||||
Product Revenue | $ | 49,780 | $ | — | |||
Cost of Product Revenues | 22,486 | — | |||||
Gross Profit | 27,294 | — | |||||
General & Administrative Expenses | |||||||
Salaries and consulting wages | 232,210 | 187,892 | |||||
Selling & marketing expenses | 79,432 | 16,473 | |||||
Legal and professional fees | 33,508 | 68,174 | |||||
FDA expense | 15,650 | 44,500 | |||||
Rent expense | 15,203 | 7,589 | |||||
Other | 92,691 | 40,218 | |||||
468,694 | 364,846 | ||||||
Loss from operations | (441,400 | ) | (364,846 | ) | |||
Interest Expense | (18,040 | ) | (16,240 | ) | |||
Net Loss | $ | (459,440 | ) | $ | (381,086 | ) | |
Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | |
Basic and diluted Weighted Average Shares Outstanding | 190,841,511 | 164,706,253 | |||||
See the accompanying notes to these unaudited consolidated financial statements
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | ||||||||||||||||
For the Year Ended December 31, 2004 and the Three Months Ended March 31, 2005 (Unaudited) | ||||||||||||||||
Additional | Retained | Stockholders’ | ||||||||||||||
Common Stock | Paid-In | Earnings | Equity | |||||||||||||
Shares | Par Value | Capital | (Deficit) | (Deficit) | ||||||||||||
Balance at December 31, 2003 | 160,502,022 | $ | 160,502 | $ | 10,693,968 | $ | (11,854,616 | ) | (1,000,146 | ) | ||||||
Stock Issued for Debt and Interest | 10,746,428 | 10,746 | 611,916 | — | 622,662 | |||||||||||
Stock and Options Issued for Services | 11,543,488 | 11,543 | 1,151,094 | — | 1,162,637 | |||||||||||
Stock Options Exercised | 400,000 | 400 | 21,600 | — | 22,000 | |||||||||||
Common Stock Issued for Cash | 100,000 | 100 | 6,900 | — | 7,000 | |||||||||||
Net Loss | — | — | — | (2,094,936 | ) | (2,094,936 | ) | |||||||||
Balance at December 31, 2004 | 183,291,938 | 183,291 | 12,485,478 | (13,949,552 | ) | (1,280,783 | ) | |||||||||
Stock Issued for Debt and Interest | 8,848,482 | 8,849 | 128,318 | — | 137,167 | |||||||||||
Stock Issued for Services | 3,410,596 | 3,411 | 229,716 | — | 233,127 | |||||||||||
Stock Options Exercised | 250,000 | 250 | 16,950 | — | 17,200 | |||||||||||
Capital Contribution (Note 4) | — | — | 751,417 | — | 751,417 | |||||||||||
Net Loss (unaudited) | — | — | — | (459,440 | ) | (459,440 | ) | |||||||||
Balance at March 31, 2005 | 195,801,016 | $ | 195,801 | $ | 13,611,879 | $ | (14,408,992 | ) | $ | (601,312 | ) | |||||
See the accompanying notes to these unaudited consolidated financial statements
Unaudited Consolidated Statements of Cash Flows | |||||||
For the Three Months Ended, March 31, 2005 and 2004 | |||||||
(Unaudited) | |||||||
Three Months Ended March 31, | |||||||
2005 | 2004 | ||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: | |||||||
CASH FLOW FROM OPERATING ACTIVITIES: | |||||||
Net Loss | $ | (459,440 | ) | $ | (381,086 | ) | |
Adjustments to reconcile net income to net | |||||||
cash provided (used) by operating activities: | |||||||
Depreciation | 554 | 588 | |||||
Common Stock issued for services | 125,031 | 64,633 | |||||
Stock issued for salaries, consulting & interest | 112,262 | 149,839 | |||||
Changes in Assets and Liabilities: | |||||||
Prepaid Expenses | 3,321 | (44,029 | ) | ||||
Inventory | 4,512 | (19,067 | ) | ||||
Deferred Compensation | 12,500 | 12,500 | |||||
Accounts receivable | 6 | — | |||||
Accounts payable | (26,030 | ) | 3,098 | ||||
Accrued salaries | 93,750 | 93,749 | |||||
Accrued interest | 645 | (14,242 | ) | ||||
Accrued taxes | 7,281 | 14,344 | |||||
NET CASH USED IN OPERATING ACTIVITIES | (125,608 | ) | (119,673 | ) | |||
CASH FLOW FROM INVESTING ACTIVITIES | |||||||
Disposition of Equipment | — | 8,535 | |||||
NET CASH PROVIDED BY INVESTING ACTIVITIES | — | 8,535 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Proceeds from borrowings | 110,000 | 110,400 | |||||
Proceeds from stock issuance | — | (16,808 | ) | ||||
Proceeds from exercise of stock options | 17,200 | 7,000 | |||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 127,200 | 100,592 | |||||
Net change in cash and cash equivalents | 1,592 | (10,546 | ) | ||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 58 | 10,724 | |||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 1,650 | $ | 178 | |||
See the accompanying notes to these unaudited consolidated financial statements
CORONADO INDUSTRIES, INC. AND SUBSIDIARIES | |||||||
Unaudited Consolidated Statements of Cash Flows | |||||||
For the Three Months Ended, March 31, 2005 and 2004 | |||||||
(Continued) | |||||||
(Unaudited) | |||||||
Three Months Ended March 31, | |||||||
2005 | 2004 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||
Interest paid | $ | 12,925 | $ | 13,025 | |||
Non Cash Transactions: | |||||||
Issuance of common stock for salaries | 108,096 | 64,633 | |||||
Issuance of common stock for services | 125,031 | 132,381 | |||||
Issuance of common stock for interest | 4,166 | 17,458 | |||||
Issuance of common stock for debt | 133,000 | 296,000 | |||||
Accrued officers salaries and taxes contributed to capital | 751,417 | — |
See the accompanying notes to these unaudited consolidated financial statements
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
In the opinion of management, the accompanying consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company’s financial position as of March 31, 2005 and the results of its operations, changes in stockholders’ deficit, and cash flows for the three months ended March 31, 2005. Although management believes that the disclosures in these consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities Exchange Commission.
The result of operations for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2005. The accompanying consolidated financial statements should be read in conjunction with the more detailed consolidated financial statements, and the related footnotes thereto, filed with the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004.
Principles of Consolidation:
The consolidated financial statements include the financial position, results of operations, cash flows and changes in stockholders’ deficit of Coronado Industries, Inc., and its wholly-owned subsidiaries. All material intercompany transactions, accounts and balances have been eliminated.
Use of Estimates in the Preparation of Financial Statements:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stock Based Compensation:
The Company has adopted FAS No. 123, “Accounting for Stock-Based Compensation.” Under FAS No. 123, companies can, but are not required to, elect to recognize compensation expense for all stock-based awards using a fair value methodology. The Company has adopted the disclosure-only provisions, as permitted by FAS No. 123. The Company applies APB Opinion No. 25 and related interpretations in accounting for its stock-based plans. Accordingly, there is no related compensation expense recorded in the Company’s financial statements for the periods presented. Had compensation cost for stock-based compensation been determined based on the fair value of the options at the grant dates consistent with the method of SFAS 123, the Company’s net loss and loss per share for the three months ended March 31, 2005 and 2004 would have been reduced to the pro forma amounts presented below:
CORONADO INDUSTRIES, INC.
Notes to Consolidated Financial Statements (Unaudited)
Stock Based Compensation (Continued):
Three Months Ended | |||||||
March 31, | |||||||
2005 | 2004 | ||||||
Net Loss: | $ | (459,440 | ) | $ | (381,086 | ) | |
As Reported | |||||||
Add: Stock-based employee compensations Expense included in reported net income, net of related tax effects | $ | — | $ | — | |||
Deduct: Total stock based employee Compensation expense determined under fair value based method for all awards, net of related tax effects | $ | — | $ | — | |||
Pro forma net loss | $ | (459,440 | ) | $ | (381,086 | ) | |
Loss per share: | |||||||
As reported | $ | (0.00 | ) | $ | (0.00 | ) | |
Pro forma | $ | (0.00 | ) | $ | (0.00 | ) |
NOTE 2 - EARNINGS PER SHARE
Basic earnings per common share is calculated by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are calculated by adjusting the weighted average outstanding shares, assuming conversion of all potentially dilutive instruments. No adjustments were made to reported net income in the computation of earnings per share.
As of March 31, 2005 and 2004, the Company had approximately 80,750,899 and 75,582,499 shares, respectively, of dilutive securities. Diluted earnings per share are not presented, as their affect is antidilutive (reduces the loss per share).
CORONADO INDUSTRIES, INC.
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 - COMMITMENTS
During the quarter ended March 31, 2005, the Company entered into a consulting agreement with Montaque Corporate Partners, Ltd. (Montaque). The agreement provides for a 10% royalty on sales of company products under any agreements completed with the significant assistance of Montaque.
In addition, during February 2005, the Company entered into a consulting agreement for clinical and regulatory consulting services.
NOTE 4 - EQUITY
During February, 2005, three officers exercised options to purchase 8,588,482 shares of common stock through the conversion of an aggregate of $122,528 of debt and interest.
During the quarter ended March 31, 2005, three officers forgave their accrued salaries. The accrued salaries and taxes, in the aggregate amount of $751,417, have been reflected as a capital contribution as of March 31, 2005.
NOTE 5 - GOING CONCERN
The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not made an operating profit since its reorganization in 1996. Further, the Company has a working capital deficit of $615,537 and a negative net worth of $601,312.
At this time the greatest impediment to the Company’s profitability is the FDA approval of the sale of its products in the United States. The Company has been attempting to negotiate the protocol for a clinical study in the United States which would be relatively short in duration and inexpensive to complete. The previous finding of a “significant patient risk” by the FDA has thus far been a problem to negotiating a favorable clinical study protocol. The Company is hopeful that the results of a recent animal study and a new presentation of older patient records will permit a favorable clinical study protocol to be granted by the FDA within the next year.
If a favorable clinical study protocol were granted by the FDA the Company anticipates it will be about two years after the clinical study commences before the Company’s products could be sold in the U.S. The estimated cost of the clinical study is several million dollars. The Company is hopeful a major medical equipment distributor will pay the majority of the clinical study expenses as consideration for receiving the U.S. or worldwide marketing rights to the products. If the Company is unable to obtain third party funding of the clinical study, the Company will seek equity or debt financing for the clinical study. There is no assurance that the Company will be able to adequately fund any clinical study permitted by the FDA.
Until the Company receives its FDA approval the Company will be dependent on loans from its management and improved international sales. During 2004 the Company received its Type 2a product classification and began shipping its products overseas pursuant to four distribution contracts. The Company recorded product revenue of approximately $49,780 during the first quarter of 2005. The Company anticipates slightly increased product revenues in 2006 from these European distribution agreements.
The financial statements do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the uncertainty of the Company’s ability to continue as a going concern.
Special Note on Forward-Looking Statements
Except for historical information contained herein, this document contains forward-looking statements. Such forward-looking statements involve risks and uncertainties and include, but are not limited to, statements regarding future events and the Company’s plans and expectations. The Company’s actual results may differ materially from such statements. Although the Company believes that the assumptions underlying the forward-looking statements herein are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in such forward-looking statements will be realized. In addition, the business and operations of the Company are subject to substantial risks which increase the uncertainties inherent in the forward-looking statements included in this document. The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans or expectations contemplated by the Company will be achieved.
Critical Accounting Policies
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation allowances for inventory and accounts receivable, and impairment of long-lived assets. We base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. The result of these estimates and judgments form the basis for making conclusions about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The SEC suggests that all registrants list their most “critical accounting policies” in Management’s Discussion and Analysis section. A critical accounting policy is one which is both important to portrayal of the Company’s financial condition and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management believes the following critical accounting policies affect its more significant judgments and estimates in the preparation of its consolidated financial statements.
These policies include, but are not limited to, the carrying value of the inventory and fixed assets, the life of fixed assets, the expensing of the costs relating to FDA and European licensing activities, and the valuation of common stock related to compensation and other services. Complex judgments and estimates underlie these critical accounting policies, such as the estimated life of fixed assets for depreciation purposes, the market valuation of inventory in reporting inventory at the lower of cost or market, dividing consultants' compensation between expense categories of FDA licensing activities and sales activities, dividing compensation and payments to third parties between cost of goods sold category and general and administrative expense, and the determination of the market value of restricted stock when issued as compensation or as repayment for loans.
Quarter Ending March 31, 2005
Operations.
Registrant continued delivery of its PNT products to its European distributors in the first quarter of 2005. Total sales were $49,780, with a cost of goods sold of $22,486. Registrant’s gross margin on its products sold was approximately 55%, but its marketing expenses for these European sales was approximately 152% of gross sales. Registrant expects its European sales to continue throughout 2005; however, profitability from European sales is not likely in 2005. There can be no assurance that Registrant’s operations will ever be profitable.
For the quarter ending March 31, 2005 Registrant experienced a loss from operations of $441,400, which was comprised primarily of its gross profit from European sales of $27,294, and its general and administrative expenses incurred at the corporate level of $468,694. 76.9% of Registrant’s first quarter 2005 corporate expenses consisted of salaries and consulting wages of $232,210 (49.5%), professional expenses of $49,158 (10.5%) and selling and media promotion expenses of $79,432 (16.9%). In comparison, during first quarter 2004, 86.9% of Registrant’s corporate expense of $364,846 consisted of salaries and wages of $187,892 (51.5%), professional expenses of $112,674 (30.9%) and selling and media promotion of $16,473 (4.5%). The increase in salaries and consulting wages in 2005 from 2004 resulted from increased consulting wages during the 2005 quarter. The decrease in professional expenses in 2005 from 2004 occurred as a result of decreased FDA-type expenses in 2005. The increase in selling and media promotion expenses in 2005 from 2004 resulted from the hiring a European sales consultant on a full time basis in the fall of 2004. Approximately 50% of the corporate expenses in 2005 were paid with Registrant’s common stock in order to preserve Registrant’s cash resources. Registrant expects its management salaries to be stable throughout the remainder of 2005. Registrant may compensate its management and employees with stock options and stock bonuses in the future when significant events occur, such as FDA protocol approval, European contracts executed, increased sales, worldwide or U.S. distribution agreements executed, or medical journal publication. Registrant expects its professional expenses to increase in 2005 as a result of its increased costs for its proposed FDA study to be submitted later in 2005. Registrant expects its selling and media promotion expenses will remain high throughout the remainder of 2005 as a result of its European product distribution.
Liquidity and Capital Resources.
Because of Registrant’s current inventory levels, on a short-term basis Registrant requires only minimal capital to sustain its manufacturing of the patented equipment, unless a substantial order is placed. Because of the Registrant’s cash position at year-end and general and administrative expenses totaling approximately $1,400,000 per year, the Registrant suffered from a liquidity shortage during the first quarter of 2005. From January 1, 2005 to May 1, 2005 Registrant borrowed a total of $85,000 from its three Directors. Unless substantial product sales are achieved in the near future, Registrant will continue to experience a liquidity shortage. There can be no assurance that Registrant’s product will be approved for sale in the United States by the FDA or when foreign sales will commence in a substantial number. Registrant will likely be forced to borrow additional funding from its management throughout the remainder of 2005; however, there is no assurance Registrant will be able to obtain any financing in the future.
On a long-term basis, Registrant anticipates, without assurances, that the sale of its product in the U.S. and internationally will provide sufficient liquidity to the Registrant.
From September 30, 2004 through January 31, 2005 G. Richard Smith had loaned the Registrant $45,000; Gary R. Smith had loaned Registrant $45,000; and Dr. John T. LiVecchi had loaned Registrant $40,000. These loans accrued interest at 15% per annum. $40,000 of each of these loans plus interest were repaid on February 1, 2005 with G. Richard Smith exercising stock options for 3,721,731 shares, Gary R. Smith exercising stock options for 3,714,632 shares and the issuance of 1,152,119 shares to Dr. John T. LiVecchi.
From February 1, 2005 through May 1, 2005 G. Richard Smith had loaned the Registrant $35,000; Gary R. Smith had loaned Registrant $40,000; and Dr. John T. LiVecchi had loaned Registrant $20,000. These loans accrued interest at 15% per annum. Each of these loans plus interest were repaid on May 2, 2005 with G. Richard Smith exercising stock options for 3,250,747 shares, Gary R. Smith exercising stock options for 3,706,973 shares and the issuance of 508,836 shares to Dr. John T. LiVecchi.
The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness, as of March 31, 2005, of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
There have been no changes in the our internal control over financial reporting during the quarter ended March 31, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
There are no material legal proceedings pending for the Registrant at March 31, 2005.
On February 8, 2005 Registrant issued a total of 260,000 restricted common stock shares to two individuals as repayment of loans totaling $13,000. These shares were issued under Section 4(2) of the Securities Act of 1933 (the “Act”).
On March 31, 2005 Registrant issued a total of 250,000 restricted common stock shares to two residents of Germany as payment for $8,750 of public relations services. There was no preparation of the U.S. market in connection with these sales and the stock certificates issued in this transaction bear restrictive legends which prohibit the sale in the U.S. without an applicable registration statement or exemption therefrom. No commission was paid on these sales. Registrant believes this transaction complies with Regulation S, as promulgated under the Securities Act of 1933.
On May 2, 2005 Registrant’s Board of Directors approved the issuance of: (i) 3,250,747 restricted shares to G. Richard Smith in conversion of $35,758.22 of loans and interest as payment for stock options; (ii) 3,706,973 restricted shares to Gary R. Smith in conversion of $40,776.70 of loans and interest as payment for stock options; and (iii) 508,836 restricted shares to John LiVecchi in conversion of $20,353.43 of loans and interest as payment for stock. These shares were issued under Rule 501 of Regulation D and Section 4(2) of the Act.
All other equity securities issued by Registrant during the quarter ended March 31, 2005 were registered under the Act with the SEC or disclosed in a previous Form S-8 filing.
Not applicable.
Not applicable.
Not applicable.
Exhibit Number | Description | |
31.1 | Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certificate of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 | Certificate of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto authorized.
CORONADO INDUSTRIES, INC. | ||
| | |
Date: January 6, 2006 | By: | /s/ G. Richard Smith |
G. Richard Smith Chairman (Chief Executive Officer) |
| | |
Date: January 6, 2006 | By: | /s/ Gary R. Smith |
Gary R. Smith Treasurer (Chief Accounting Officer) |
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