UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Amendment No. ___
Check the appropriate box:
o | Preliminary Information Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
x | Definitive Information Statement |
CORONADO INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)
x | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
1) | Title of each class of securities to which transaction applies: Common Stock, $.001 par value Preferred Stock, $.0001 par value |
2) | Aggregate number of securities to which transaction applies: |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
4) | Proposed maximum aggregate value of transaction: None. |
5) | Total fee paid: None. |
o | Fee paid previously with preliminary materials. N/A |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) | Amount Previously Paid: |
2) | Form, Schedule or Registration Statement No.: |
3) | Filing Party: |
4) | Date Filed: |
INFORMATION REQUIRED BY SCHEDULE 14C
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Amendment of charter, bylaws or other documents
The following Amendment to the Articles of Incorporation of Coronado Industries, Inc. (the “Company”) will be made, having been approved by written consent of the Board of Directors and of Shareholders owning a majority of the outstanding Common Stock shares as of September 14, 2006:
RESOLVED, the Corporation shall amend its Articles of Incorporation to increase its authorized Common Stock shares from Two Hundred Million shares, $.001 par value, to Four Hundred Million shares, $.001 par value, and to increase its authorized Preferred Stock shares from Three Million shares, $.0001 par value, to Fifty Million shares, $.001 par value. |
The Company’s Articles of Incorporation are being amended to provide more Common and Preferred Stock shares to be issued to obtain working capital in the future. The Company presently has no plans to issue any Common or Preferred Stock in any offering or transaction, except for 58,943,414 Common Stock shares presently subscribed for but unissued, as follows: G. Richard Smith, the Company’s Chairman, and Gary R. Smith, the Company’s President, each agreed to convert $120,834 of salary accrued through August 25, 2006 for 29,471,707 subscribed but unissued shares of Company Common Stock. The Company does not believe that more than 400,000,000 Common Stock shares and 50,000,000 Preferred Stock shares will be needed to obtain the working capital it needs in the foreseeable future.
The effect of the amendment is to increase the Company’s authorized but unissued Common and Preferred Stock shares. On September 14, 2006, Company had 200,000,000 Common Stock shares authorized for issuance and approximately 164,231,312 Common Stock shares issued and outstanding, leaving approximately 35,768,688 Common Stock shares available for issuance. After the above-described amendment is filed with the Nevada Secretary of State, and the issuance of the 58,943,414 Common Stock shares to Messrs. Smith and Smith, the Company will have approximately 176,825,274 authorized and unissued Common Stock shares available for issuance. On September 14, 2006, Company had 3,000,000 Preferred Stock shares authorized for issuance and no Preferred Stock shares issued and outstanding. After the above-described amendment is filed with the Nevada Secretary of State, the Company will have 50,000,000 authorized and unissued Preferred Stock shares available for issuance.
The above described changes to the Company’s Articles of Incorporation are not intended to have any anti-takeover effect and are not part of any series of anti-takeover measures contained in any debt instrument or the Company’s Articles of Incorporation or Bylaws in effect on the date of this Information Statement. However, Company shareholders should note that the availability of additional authorized and unissued shares of Common and Preferred Stock could make any attempt to gain control of the Company or its Board of Directors more difficult or time consuming and that the availability of the additional authorized and unissued shares might make it more difficult to remove the Company’s management. Although the Company’s Board currently has no intentions of doing so, shares of Common or Preferred Stock could be issued by the Board to dilute the percentage of stock owned by a significant shareholder and increase the cost, or the number, of voting shares necessary to acquire control of the Board or to meet voting requirements imposed by Nevada law with respect to a merger or other business combination involving the Company. The Company’s management is not presently aware of any specific efforts to accumulate Company Common or Preferred Stock.
Voting Securities And Principal Holders Thereof
The following table sets forth information as of September 14, 2006 concerning shares of Common Stock, the Company’s only voting securities. This table includes all beneficial owners who own more than 5% of the outstanding voting securities, each of the Company’s directors, by each person who is known by the Company to own beneficially more than 5% of the outstanding voting securities of the Company, and by the Company’s executive officers and directors as a group.
Name and Address | Amount and Nature | ||||||
Title of Class | of Beneficial Owner | of Beneficial Owner | Percent of Class | ||||
Common Stock | G. Richard Smith 16857 E. Saguaro Blvd. Fountain Hills, AZ 85268 | 38,927,943 shares (1) | 23.7% | ||||
Common Stock | Gary R. Smith 16857 E. Saguaro Blvd. Fountain Hills, AZ 85268 | 35,306,598 shares (1) | 21.5% | ||||
Common Stock | John LiVecchi 16857 E. Saguaro Blvd. Fountain Hills, AZ 85268 | 33,959,160 shares (1) | 20.7% | ||||
Common Stock | Mark Smith 16857 E. Saguaro Blvd. Fountain Hills, AZ 85268 | 87,000 shares (1) | 0.0% | ||||
Common Stock | All Directors and Executive Officers as a Group (four people) | 108,280,701 shares | 65.9% | ||||
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(1) | This amount represents only shares owned as used in the consent approval and excludes any shares which may be purchased through the future exercise of options or shares subscribed for but unissued, since only shares issued at September 14, 2006 can be used in the consent at this time. |
Delivery of Documents to Security Holders Sharing an Address
A separate document will be delivered to each shareholder regardless of address.
Filing Party
Coronado Industries, Inc.
Date Filed: October 10, 2006
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