ITEM 1. BUSINESS
General Information
Coronado Corp was incorporated in the State of Nevada on January 9th, 2006. We were formed as a health services company that intends to build and operate a dental clinic in Costa Rica. We raised $84,000 from our initial public offering, and with this money we leased an office space in San Jose, Costa Rica, in February of 2007, which we subsequently renovated and installed dental equipment sufficient to operate a three chair dental clinic. We are currently in the process of hiring a dentist and a dental assistant to work in the clinic, and we intend to begin generating revenues by offering our services to the public in September of 2008.
Coronado Corp’s principal place of business and corporate offices are located at Tibas del Correo, 50 metros Norte y 25 metros al Este, San Jose, Republic of Costa Rica, telephone number 702-987-1847. The office space is a 200 square foot room in a 3,000 square foot house (the home of a relative of the company’s president) that has been made available for use by Coronado Corp, free of charge. Our fiscal year end is March 31st.
As of March 31, 2008, we had generated no revenues. We have been issued an opinion by our auditor that raises substantial doubt about our ability to continue as a going concern based on our current financial position. See Note 1 of our financial statements.
We have a total of 100,000,000 authorized common shares with a par value of $0.001 per share and 5,175,000 common shares issued and outstanding as of March 31, 2008.
We have completed a form SB-2 Registration Statement under the Securities Act of 1933 with the U.S. Securities and Exchange Commission registering 4,062,500 shares (minimum of 1,625,000) of our common stock in connection with an offering of the 4,062,500 shares at a price of $0.04 per share. On November 15, 2006, we had closed the offering and raised a total of $84,000 on the issuance of the 2,100,000 shares.
Business Development
Coronado Corp was incorporated in the State of Nevada on January 9, 2006, and our fiscal year-end is March 31st. The company’s administrative offices are located at Tibas del Correo, 50 metros Norte y 25 metros al Este, San Jose, Republic of Costa Rica, the telephone number is 702-987-1847.
Coronado Corp has no revenues and limited operations. We have sustained losses since inception, January 9, 2006, to March 31st, 2008 of $76,047 and rely solely upon the sale of securities and loans from our corporate officers and directors for funding.
Coronado Corp purchased a wholly owned subsidiary, Bosque Tranquilo S.A. on October 12, 2006 in San Jose, Costa Rica, a company of which Coronado Corp owns 100% of the shares. This company was used for leasing of the office space for our dental clinic in San Jose, Costa Rica.
Coronado Corp has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. The Company, its directors, officers, affiliates and promoters do not presently intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.
Principal Products, Services and Their Markets
Coronado Corp is a health services company that intends to operate a dental clinic in Costa Rica. We will accomplish this goal by offering our dental services to the public via word of mouth and advertising in English speaking newspapers and hotels.
The office space that we have leased and the clinic that we have built will be owned by Bosque Tranquilo S.A., a company that Coronado Corp. purchased on October 12th 2006, the shares of which are 100% owned by Coronado Corp.
Upon the closing of our offering on November 15, 2006 we had raised a total of $84,000 from the sale of 2,100,000 common shares, or approximately 52% of the offering. In accordance with our prospectus dated July 31, 2006 we have used the proceeds of this offering to build a dental clinic and we anticipate offering our services to the public in September of 2008.
In March of 2007, Coronado Corp hired the services of Camacho Construccion SA., a construction contractor in Costa Rica who specializes in renovating and building medical services clinics, to build the dental clinic in San Jose, which was completed in July of 2007. We installed the equipment for the clinic in July of 2007 and our license to operate was issued by the Department of Health in December of 2007. Our primary focus at this time is to hire a dentist and a dental assistant to work in the clinic, which we anticipate will be accomplished in August 2008. As such, we anticipate generating revenue by offering our services to the public by September 2008.
Our dental clinic will be competitive in both quality of service and affordability when compared to similar dental clinics offered by our competitors. However, we intend to distinguish our dental clinic from the competition by offering our services in fluent English, a service that is not found in many dental clinics in Costa Rica, and we anticipate that this will enable us to attract business from the large number of English speaking tourists visiting Costa Rica, many of whom are looking for dental care that is more affordable than in their home countries.
Coronado Corp will offer services to its patients that fall into the category of “General Dentistry” as defined by the Ministry of Health in Costa Rica, meaning that our clinic will not provide any service that requires a dental surgeon or doctor with specialized training.
The primary services our clinic will offer patients is the replacement of mercury fillings with non-mercury fillings, root canals, cosmetic procedures such as porcelain crowns, caps, veneers, teeth whitening, non-invasive gum treatments, as well as check-ups, cleanings, and basic dental hygienic care and instruction.
Our primary marketing approach is to attract tourists as patients offering “Movie Star Teeth” (non-invasive dental-cosmetic procedures and services such as porcelain crowns) for significantly cheaper than can be purchased in North America or Europe.
Competitive Business Conditions and Strategy; Coronado Corp’s Position in the Industry
Coronado Corp. intends to establish itself as a competitive company in an already existing market. There is currently a shortage of dentists in Costa Rica who speak English, and an increasing number of English speaking tourists and English speaking residents living in Costa Rica. Hence, we do not anticipate much difficulty in finding patients for our clinic in order to generate revenues.
Dr. Quesada, our president, has found that there is a large number of English speaking tourists who are traveling to Costa Rica specifically to look for dental services, and as such there is a high demand for dental services in English. Currently the majority of dental clinics in Costa Rica speak only Spanish, and we believe that this gives Coronado Corp a distinct advantage in the marketplace, since the company’s founder, Dr. Quesada, speaks fluent English.
Coronado Corp will primarily market its services to “Dental Tourists” looking for quality dental work at a reasonable price, with our secondary market being to local residents. The Company intends to specialize in cosmetic dental procedures such as crowns, caps, veneers, teeth-whitening, the replacement of mercury
fillings with non-mercury fillings, as well as any procedure that falls under the category of General Dentistry and does not require the skills of a dental surgeon or a doctor with specialized training.
Important to our business strategy is to find patients willing to pay for high-end cosmetic dental work, procedures such as crowns, bridges, caps, veneers, teeth-whitening and non-mercury fillings.
In order to achieve this, we will make it our strategic approach to attract such patients by offering “Movie Star Teeth” packages to tourists that will include a host of cosmetic dental procedures which can be purchased for cheaper than can be found in most cities in North America and Europe. We will offer this service to tourists by placing brochures in hotel lobbies and advertising in The Tico Times, Costa Rica’s English speaking newspaper, as well as placing a large sign in front of the clinic, and by word of mouth.
The Company believes that because we will be able to provide our services in both English and Spanish that we will have a distinct advantage over many dental clinics in Costa Rica.
Sources and Availability of Raw Materials and Names of Principal Suppliers
The company has leased 90 square meters (approximately 1,000 square foot) of office space in San Jose, Costa Rica. We hired the services of Camacho Construccion SA, a contractor who specializes in building health service clinics, to renovate the office space to make a three-chair dental clinic which was completed in July 2007.
In June 2007 our wholly owned subsidiary, Bosque Tranquilo SA, completed the purchase of the equipment required for a three-chair dental clinic from the company Carlos Izquierdo SA, and this equipment was installed in August 2007.
Coronado Corp. is in the process of hiring a dentist to work alongside Dr. Quesada in the clinic, as well as a Dental Assistant. A person who is a Dental Assistant in Costa Rica is someone who has been awarded the title Dental Assistant from an accredited college or university. A Dental Assistant is trained in both Dental Hygiene and Office Administration and is able to provide service to the clinic on many levels, from assisting in various dental procedures, to managing administrative operations, bookkeeping, receptionist, and account collections.
Important to our business plan is to find another dentist and a dental assistant to work for our clinic who speak fluent English. As there are many Dental Assistants in Costa Rica, we do not anticipate any difficulties in finding one to work for our clinic who also speaks English.
Although, most dentists in Costa Rica speak English, we anticipate that it will take longer for us to find a dentist willing to work for our clinic due to the high demand for and short supply of available dentists.
To date, we have not yet entered into any formal or preliminary negotiations with any dentist or dental assistant.
Dependence on one or a few major customers
Coronado’s business plan is dependent upon finding patients who will purchase our dental services. We intend to market our services to both local residents and tourists. Since dental work is a major need for most people, we do not anticipate difficulty in finding patients for our clinic in order to generate revenue.
Patents and Trademarks
There are no aspects of our business plan which require a patent, trademark, or product license. We have not entered into any vendor agreements or contracts that give or could give rise to any obligations or concessions.
Government Controls, Approval and Licensing Requirements
Each dentist in Costa Rica requires a license to practice dentistry from the College of Surgeons and Dentists of Costa Rica. In January 2007, Mr. Quesada, the President of the Company, was awarded his Doctorate in Dentistry and received his license to practice dentistry from the College of Surgeons and Dentists of Costa Rica.
Coronado Corp has obtained a Permit of Health and Operation from the Ministry of Health in Costa Rica in December of 2007, and we are now able to offer our services to the public. This permit has been issued by the Ministry of Health after careful inspection of the facilities to ensure that they have met a certain set of standards in relation to its walls, floors, emergency exits, fire extinguishers, ventilation capability, patient privacy, sanitation, the location and placement of equipment, lighting, clean-water access, lavatories, electrical system, medical waste-disposal system, and its ability to properly clean and sanitize instruments.
In order to obtain the permit of Health and Operation from the Ministry of Health in Costa Rica, the Company also had to demonstrate that all dental equipment installed in the clinic is in good working order. This includes three dental chairs, their cup fillers and rinse bowls, overhead lamp lights and arms, air suction machines and filters, high-speed hand pieces and lubricators, compressors, low-speed hand pieces, the dental-tray module, as well as an ultrasonic washer used to sterilize instruments, the amalgamator used to mix fillings, and the x-ray machine.
Coronado Corp. also had to demonstrate that all procedures are in place to dispose of the chemical waste emitted from the x-ray machine before it was granted a Permit of Health and Operation.
Research and Development Activities and Costs
Coronado Corp has spent no time in the last two fiscal years on specialized research and development activities, and has no plans to undertake any research or development in the future.
Compliance with Environmental Laws
There are no special environmental laws for owning and operating a dental clinic in Costa Rica. However, certain procedures mandated by the Ministry of Health in relation to medical waste disposal and x-ray waste disposal must be followed by penalty of loss of Permit of Health and Operation for failure to comply.
In December of 2007, Coronado Corp had to demonstrate to the Ministry of Health that all procedures were in place to properly dispose of chemical waste from its x-ray machine, and it was subsequently granted a permit to operate the clinic.
Employees and Employment Agreements
At this time Coronado Corp has no employees. The officers and directors are donating their time to the development of the company and intend to do whatever work is necessary in order to bring us to the point of being able to implement our business plan.
However, during the implementation phase of our business plan, Coronado Corp will hire a Dental Assistant for our clinic. At this time the officers and directors of the company will continue to donate their time to the development of the company in order to bring it to the point of generating revenues.
We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Our officers and directors will handle our administrative duties.
Reports to Security Holders
Coronado Corp will voluntarily make available an annual report including audited financials on Form 10-K to security holders. We will file the necessary reports with the SEC pursuant to the Exchange Act, including but not limited to, the report on Form 8-K, annual reports on Form 10-K, and quarterly reports on Form 10-Q.
The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding Coronado and filed with the SEC at http://www.sec.gov.
ITEM 1A.
ITEM 1A. RISK FACTORS
Risks associated with CORONADO CORP
We are a start-up company with a lack of operating history and profitability. Coronado Corp. has incurred losses since inception, and we expect those losses to continue in the future. As a result, we may have to suspend or cease operations.
We were incorporated on January 9, 2006, and we have not started any business operations nor realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. As a result, it is possible that we may not generate any revenues in the future. Since inception, to March 31, 2008, Coronado Corp. has incurred a net loss of $76,047.
In order to generate revenue, we are dependent on our ability to find patients to purchase our services in order to generate revenues
Based upon current plans, we expect operating losses in future periods. If we do not generate enough future revenues to cover our expenses before the business has become profitable, we would have to suspend or cease operations and you could lose your investment.
Because Coronado Corp. is a small company and does not have much capital, if we are unable to raise additional funds to meet our needs we may have to scale back our operations which could result in a loss of your investment.
Because we are a small company with limited financial resources, we may be unable to sufficiently finance our operations until we generate revenues sufficient to cover our expenses. If that were the case, we would have to raise more capital to finance our operations in order for the business to be successful.
If we are unable to raise the capital required to finance our operations, then we would be unable to generate revenues sufficient to maintain our business and this could result in a loss of your investment.
Because Dr. Quesada has other outside business activities, he can only dedicate a limited amount of his time to Coronado Corp.’s operations. This could result in periodic interruptions or suspensions of the business plan.
Because our company president, Dr. Quesada, has other outside business interests, he will only be able to devote a limited amount of his time to our operations. Coronado Corp. operations may occur at times which are inconvenient to Dr. Quesada, which could result in the development of our plan being periodically interrupted or suspended.
Because Coronado Corp.’s operations and assets are concentrated in Costa Rica and not in the United States, we are subject to the risks associated with currency fluctuations.
Coronado Corp. will be subject to fluctuations in the exchange rates between the U.S. dollar and the Costa Rican Coloné. The funds that were raised from our prospectus are in U.S. dollars and were placed in a U.S. dollar account. However, any fluctuation in currency value between the U.S. dollar and Costa Rican Coloné could cause an increase in overall expenses that would exceed the achievable revenues. If that were the case, Coronado Corp. would have to cease or suspend operations.
If our officers and directors resign or die without having found replacements, our operations will be suspended or cease altogether. Should that occur, it could result in a loss of your investment.
We have two officers and directors and we are entirely dependent upon them in order to conduct our operations. If they should resign or die, there will be no one to run Coronado Corp., and the company has no Key Man insurance. If such an event were to take place and we were unable to find other persons to run us, our operations would be suspended or cease entirely, and this could result in the loss of your investment.
We may not carry a sufficient level of insurance to cover expenses and awards related to malpractice claims and litigation, if awards exceed the amount of insurance we carry we would be responsible to pay the difference which could have a negative effect on our business operations.
While we believe that we will be able to maintain adequate insurance coverage that is reasonable and customary for our business, we cannot give assurance that the amount of insurance will be adequate to satisfy claims made against us in the future. We plan to obtain insurance with coverage limits of $100,000, for each occurrence and $1,000,000 in the aggregate. If we become subject to claims that are covered by our malpractice insurance, but the costs and damages exceed the limits of $1,000,000 in aggregate and $100,000 for each occurrence, we would be responsible to pay for the excess. In that situation, we would incur significant expenses and losses, our reputation would become damaged and our
management may become distracted from the operation of our business and our results of operations may suffer.
Our shares are defined as “penny stock”, the rules imposed on the sale of the shares may affect your ability to resell any shares, if at all.
Our shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.
We will incur ongoing costs and expenses for SEC reporting and compliance, without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
Our common shares are quoted on the OTC Electronic Bulletin Board. To maintain eligibility for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market Makers are not permitted to quote a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.
ITEM 2.
ITEM 2. PROPERTIES
Coronado Corp.’s principal place of business and corporate offices is located at Tibas del Correo, 50 metros Norte y 25 metros al Este, San Jose, Republic de Costa Rica, the telephone number is (702) 987-1847. The office space is a 200 square foot room located in the home of the company’s president and is provided to the Company rent free.
The office space leased for our dental clinic is located at El Parque Amistad, 300 Metros Oeste, Rohrmoser, San Jose, Costa Rica and measures 90 square meters (approximately 1,000 square feet). On February 1, 2007, we signed a one year lease, at a cost of $700, with the option to renew at one year increments with a 15% annual increase in rent, with 30 days written notice. On February 1, 2008, the lease with the landlord was renegotiated for another year at the same cost of $700 a month with no increase in the rent.
We do not have any investments or interests in any real estate. We do not invest in real estate mortgages, nor do we invest in Securities of, or interests in, persons primarily engaged in real estate activities.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of security holders during the fiscal year ended March 31st, 2008.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is currently quoted on the OTC Electronic Bulletin Board (OTCBB) operated by the National Association of Securities Dealers under the symbol “CRAO”. Our common stock has been quoted on the OTCBB since February 14, 2007.
Our common stock has not had any trading activity, since first being quoted on February 14, 2007, and since then has had a high bid of $0.05 and a low bid of $0.00. The high and low bid information was obtained from www.otcbb.com. OTCBB quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Of the 5,175,000 shares of common stock outstanding as of March 31, 2008, 3,075,000 shares were owned by Dr. Alejandro Quesada and Ms. Yoenia Proenza (the wife of Shawn Phillips) and may only be resold in compliance with Rule 144 of the Securities Act of 1933.
Holders
As of May 31, 2008, we have 5,175,000 Shares of $0.001 par value common stock issued and outstanding held by 35 shareholders of record.
The stock transfer agent for our securities is Pacific Stock Transfer Company, 500 E Warm Springs Road, Ste #240, Las Vegas, NV 89119, Telephone (702) 361-3033.
Dividends
There are no restrictions in Coronado’s articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1.
Coronado would not be able to pay its debts as they become due in the usual course of business;
or
2.
Coronado’s total assets would be less than the sum of the total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
The Company has not declared any dividends, and does not plan to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Securities authorized for issuance under equity compensation plans
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.
Purchases of Equity Securities by the Registrant and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during the year ended March 31, 2008.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
From
Inception
(January 9,
Year Ended
Year Ended
2006) to
March 31,
March 31,
March 31,
Total expenses
$ 45,697
$ 26,396
$ 76,047
Operating revenue
-
-
-
Net loss from continuing operations
45,697
(29,396)
(76,047)
Cash raised by financing activities
-
114,000
114,454
Cash used in operating activities
(35,817)
(18,008)
(54,279)
Cash and cash equivalents on hand
26,421
79,735
26,241
Net loss per common share: Basic and Diluted
(0.009)
(0.007)
N/A
Weighted average number of common shares outstanding:
Basic and diluted
5,175,000
3,844,059
N/A
Cash dividends declared per common share
-
-
-
Property and equipment, net
14,394
15,680
14,394
Long-term debt
-
-
-
Shareholders’ equity
38,407
84,104
38,407
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following plan of operation should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report. Statements contained herein which are not historical facts are forward-looking statements, as that term is defined by the Private Securities Litigation Reform Act of 1995, including statements relating to our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. We caution investors that any forward-looking statements made by us are not guarantees of
future performance and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.
Results of Operations
Our cash in the bank at March 31, 2008, was $26,421. In order to satisfy our cash requirements, we completed our offering pursuant to our SB-2 Registration Statement, which became effective on July 31, 2006. At the close of the offering on November 15, 2006, 2,100,000 shares were issued to independent shareholders at $0.04 per share for proceeds of $84,000.
For the period from inception (January 9,2006) to March 31, 2008, we had no revenues and incurred net operating losses of $76,047 consisting of general operating expenses and professional fees incurred in connection with the day-to-day operation of our business and the preparation and filing of our periodic reports.
Net cash provided by financing activities since inception (January 9,2006) through March 31, 2008 was $114,454, consisting of $30,454 raised from the private sale of stock to our officers and directors, and $84,000 raised pursuant to our SB-2 Registration Statement.
The following table provides selected financial data about our company as of and for the years ended March 31, 2008 and 2007.
Balance Sheet Data:
March 31, 2008
March 31, 2007
Cash
$
26,421
$
79,735
Total assets
$
42,092
$
98,869
Total liabilities
$
3,686
$
14,765
Stockholders' equity
$
38,407
$
84,104
Our auditors have issued a going concern opinion on our March 31, 2008, audited financial statements (Refer to note 1). Our auditors have expressed the opinion that in our current state, there is substantial doubt about our ability to continue as a going concern.
Plan of Operation
We are a start-up, development stage corporation and have not yet generated or realized any revenues from our business operations. Our plan over the next 12 months is to open and operate a dental clinic in Costa Rica and market our services to the public via newspaper advertising, word of mouth, and brochures placed in hotel lobbies in order to generate revenue.
Our auditors have issued a going concern opinion indicating a substantial doubt about our ability to continue as an on-going business over the next twelve months, unless we obtain additional capital to pay for our expenses. This is because we have not generated any revenues to date, and no revenues are
anticipated until we begin receiving income from the sales of dental services to patients, and there is no assurance that we will ever reach this point.
Accordingly, we may have to raise sufficient capital from sources other than from the sale of dental services to patients. Our only other source for cash at this time is investments by others. We raised $84,000 from our public offering. Under the offering that closed November 15, 2006, we sold 2,100,000 common shares at $0.04 per share. As of May 31,2008 we had a total of 5,175,000 shares issued and outstanding to 35 shareholders. As of March 31, 2008, we had cash on hand of $26,421, which may not enable us to fund operations for the next twelve months. If we are unable to generate enough revenues to cover our expenses, then we may have to rely on additional loans from our directors, a second public offering, or a private placement of securities.
We have used the above-mentioned funds to complete lease-hold upgrades and renovations to our dental clinic in San Jose, Costa Rica, as well as to purchase dental equipment for the clinic in July of 2007.
The dental equipment was installed in July of 2007 and subsequently we applied for our license to operate from the Ministry of Health, which was granted in December of 2007. At present we are looking to hire a Dental Assistant and another dentist to work in the clinic in conjunction with Dr. Quesada, the company’s president. We will begin to promote our services to the public by way of newspaper advertising, word of mouth, placement of brochures in hotel lobbies and a large billboard sign that will be erected in front of the clinic once we have hired another dentist and dental assistant. In our quarterly report for the period ended December 31st, 2007, we anticipated hiring another dentist and dental assistant by March of 2008. However, due to unexpected business commitments Dr. Quesada has had unrelated to Coronado Corp, the hiring of a dental assistant and another dentist has been postponed until July of 2008. As such, we now anticipate offering our services to the public and generating revenues by September of 2008.
As we have raised the required minimum of $65,000, or the sale of 40% of our offering, we commenced with operations by hiring a construction firm, Camacho Construccion S.A., to conduct renovations to the office space which we have leased by constructing a three chair dental clinic. These renovations were completed in July of 2007.
It was our intention to raise the entire $162,500 as permitted under our offering, however, we raised $84,000, prior to closing our offering November 15, 2006, and we have begun to implement our plan by building a three chair dental clinic with all the necessary equipment.
We feel that our advertising efforts will be an important part to the success of our business development, acting as an effective way to introduce Coronado Corp and its services to the public. Our advertising will promote high quality dental work at a reasonable price. Special emphasis will be placed on cosmetic "Movie Star Teeth" procedures such as teeth cleaning, whitening, porcelain crowns and veneers. We anticipate that we will begin to generate revenues by September of 2008.
Also important to the successful development of our business is the hiring of another dentist and Dental Assistant: While Dr. Quesada, the Company’s president and chief dentist, will be heading operations at the clinic and providing dental services to patients, the hiring of another dentist will help to maximize our profit potential by making full use of the clinic’s three dental chairs. As well, an efficient dental assistant will be an important part of our operations by providing assistance to the dentists while they are conducting certain dental procedures, organizing appointments and collections, and handling basic office duties.
The difference between having the ability to sustain our cash flow requirements over the next twelve months and the need for additional outside funding will depend on how fast we are able to generate revenue.
If we are unable to generate enough revenue to stay in business, or run out of cash before we hire a dental assistant and another dentist, we will have to find alternative sources for money, like a second public offering, a private placement of securities or loans from our officers or others. Equity financing could result in additional dilution to existing shareholders.
If we are unable to meet our needs for cash, then we may be unable to continue, develop, or expand our operations.
While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and Coronado Corp.
If we are unable to pay for our expenses because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will be forced to cease operations.
All of the construction work on the leased office space was conducted by an unaffiliated independent contractor, Camacho Construccion S.A., who was hired by Bosque Tranquilo SA, a wholly owned Costa Rican subsidiary of Coronado Corp. Camacho Construccion S.A. was responsible for the construction, contracting tradesmen and sub-contractors, as well as the hiring and supervision of the labor used for the renovation work.
The hiring of a dental assistant and another dentist will be conducted by Dr. Quesada, the company’s President, and is expected to be completed by August of 2008.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CORONADO CORP.
(A Development Stage Company)
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008 and 2007
CORONADO CORP.
(A Development Stage Company)
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD OF JANUARY 9, 2006 (INCEPTION) TO MARCH 31, 2008
Page(s)
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at March 31, 2008 and 2007
Consolidated Statement of Operations for the years ended March 31, 2008 and 2007
and cumulative totals from January 9, 2006 (Inception) to March 31, 2008
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
for the period of January 9, 2006 (Inception) to March 31, 2008
Consolidated Statements of Cash Flows for the years ended March 31, 2008 and 2007
and from January 9, 2006 (Inception) to March 31, 2008
Notes to Audited Consolidated Financial Statements
22-27
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Coronado Corp.
(A Development Stage Company)
We have audited the accompanying consolidated balance sheets of Coronado Corp. (A Development Stage Company) as of March 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended March 31, 2008, 2007 and since inception on January 9, 2006 through March 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Coronado Corp. (A Development Stage Company) as of March 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended March 31, 2008, 2007 and since inception on January 9, 2006 through March 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had a loss from operations of $45,697, an accumulated deficit of $76,047, and a working capital of $23,436 and has earned no revenues, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
Moore & Associates Chartered
Las Vegas, Nevada
June 3, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
Coronado Corp.
(A Development Stage Company)
Consolidated Balance Sheets
At March 31,
The accompanying notes are an integral part of these financial statements.
Coronado Corp.
(A Development Stage Company)
Consolidated Statements of Operations
The accompanying notes are an integral part of these financial statements.
Coronado Corp.
(A Development Stage Company)
Consolidated Statements of Stockholders’ Equity (Deficit)
For the Period of Inception (January 9, 2006) to March 31, 2008
The accompanying notes are an integral part of these financial statements.
Coronado Corp.
(A Development Stage Company)
Consolidated Statements of Cash Flows
The accompanying notes are an integral part of these financial statements.
Coronado Corp.
(A Development Stage Company)
Notes to Audited Consolidated Financial Statements
March 31, 2008
1.
Organization and Going Concern
Coronado Corp. (the “Company”) is a Nevada corporation incorporated on January 9, 2006. It is based in San Jose, Costa Rica. The company purchased a wholly-owned subsidiary, “Bosque Tranquilo S.A.” in San Jose, Costa Rica on October 12, 2006.
The Company is a development stage company that intends to open and operate a dental clinic in Costa Rica. To date, the Company’s activities have been limited to its formation and the raising of equity capital. The Company’s fiscal year end is March 31.
Going Concern and Liquidity Considerations
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at March 31, 2008, the Company had a loss from operations of $45,697, an accumulated deficit of $76,047, and working capital of $23,436 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending March 31, 2009.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.
In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2.
Significant Accounting Policies
Basis of Consolidation
These consolidated financial statements presented are those of the Company and its wholly-owned subsidiary, Bosque Tranquilo S.A. All intercompany balances and transactions have been eliminated.
Basis of Presentation
The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (US GAAP) applicable to development stage companies.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Coronado Corp.
(A Development Stage Company)
Notes to Audited Consolidated Financial Statements
March 31, 2008
2.
Significant Accounting Policies - Continued
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $26,421 and $79,735 in cash and cash equivalents at March 31, 2008 and 2007, respectively.
Fair Value of Financial Instruments and Derivative Financial Instruments
The Company has adopted Statement of Financial Accounting Standards (“SFAS”) Number 119, “Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments.” The carrying amount of accrued liabilities approximates its fair value because of the short maturity of this item. Certain fair value estimates may be subject to and involve, uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of its foreign exchange, commodity price or interest rate market risks.
Segmented Reporting
SFAS Number 131, “Disclosure About Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues and its major customers. The Company presently operates only in Costa Rica.
Property, Plant, and Equipment
Property, Plant, and equipment are stated at cost. The Company has adopted the policy of depreciation being computed by use of the straight-line method over the estimated useful lives of the assets, which is up to 5 years for equipment and the shorter of lease terms or 10 years for leasehold improvements. The depreciation expense on property and equipment was $18,783 for the year ended March 31, 2008 ($nil - March 31, 2007).
Federal Income Taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with SFAS Number 109, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.
Coronado Corp.
(A Development Stage Company)
Notes to Audited Consolidated Financial Statements
March 31, 2008
2.
Significant Accounting Policies - Continued
Earnings (Loss) per Share
The Company has adopted Financial Accounting Standards Board (“FASB”) Statement Number 128, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the weighted average number of shares of common stock outstanding during the period.
Foreign Currency Transactions
The Company’s functional currency is the Costa Rican Colone. The Company’s reporting currency is the U.S. Dollar. All transactions initiated in Colones are translated to U.S. Dollars in accordance with SFAS No. 52 “Foreign Currency Translation” as follows:
(i)
Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date;
(ii)
Equity at historical rates; and
(iii)
Revenue and expense items at the average rate of exchange prevailing during the period.
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.
For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.
No significant realized exchange gains or losses were recorded from inception (January 9, 2006) to the period ended March 31, 2008.
Goodwill
The Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”, which requires that goodwill and intangible assets with indefinite lives should not be amortized but rather be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that they may be impaired. The Company did not recognize any goodwill or intangible asset impairment charges in 2008 or 2007.
Comprehensive Income (Loss)
SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. From inception (January 9, 2006) to March 31, 2008, the Company had no items of other comprehensive income. Therefore, net loss equals comprehensive loss from inception (January 9, 2006) to March 31, 2008.
Coronado Corp.
(A Development Stage Company)
Notes to Audited Consolidated Financial Statements
March 31, 2008
2.
Significant Accounting Policies - Continued
Advertising Costs
Advertising costs are expensed as incurred. From inception (January 9, 2006) to March 31, 2008, the Company had no advertising expenses.
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements.” Revenue will consist of dental services income and will be recognized only when all of the following criteria have been met:
(i)
Persuasive evidence for an agreement exists;
(ii)
Delivery has occurred;
(iii)
The fee is fixed or determinable; and
(iv)
Revenue is reasonably assured.
Recent Accounting Pronouncements
Recent accounting pronouncements that are listed below did and/or are not currently expected to have a material effect on the Company’s financial statements.
FASB Statements:
In March 2008, FASB issued Financial Accounting Standards No. 161, “Disclosure about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133.”The use and complexity of derivative instruments and hedging activities have increased significantly over the past several years. Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”, do not provide adequate information about how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows. Accordingly, this Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.
In December 2007, FASB issued Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51.” This statement amends ARB No. 51 to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards of the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. SFAS 160 is effective for fiscal years, and interim periods with those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends).
In December 2007, FASB issued a revision to Financial Accounting Standards No. 141 (revised 2007), “Business Combinations.” The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.
Coronado Corp.
(A Development Stage Company)
Notes to Audited Consolidated Financial Statements
March 31, 2008
2.
Significant Accounting Policies - Continued
New Accounting Pronouncements - Continued
In February 2007, FASB issued Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115.” This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.
In September 2006, FASB issued Financial Accounting Standards No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. SFAS 157 is effective in the first fiscal year that begins after November 15, 2007.
3.
Capital Stock
Authorized Stock
The Company has authorized 100,000,000 common shares with $0.001 par value. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholder of the corporation is sought.
Share Issuances
Since inception (January 9, 2006), the Company has issued 75,000, 3,000,000, and 2,100,000 common shares at approximately $0.006, $0.01, and $0.04 per share respectively, resulting in total proceeds of $114,454. There were 5,175,000 common shares issued and outstanding at March 31, 2008 and 2007. Of these shares, 1,575,000 were issued to the spouse of a director and officer, 1,500,000 were issued to a director and officer of the Company, and 2,100,000 were issued to independent investors.
4.
Income Taxes
The company has incurred operating losses of $76,047, which, if unutilized, will begin to expire in 2026. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance.
Coronado Corp.
(A Development Stage Company)
Notes to Audited Consolidated Financial Statements
March 31, 2008
4.
Income Taxes - Continued
Details of future income tax assets are as follows:
March 31,
March 31,
Future income tax assets:
Net operating loss (from inception January 9, 2006)
$
76,047
$
30,350
Approximate Statutory tax rate (combined federal and state)
34%
34%
Non-capital tax loss
25,856
10,319
Valuation allowance
(25,856)
(10,319)
$
-
$
-
The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization. When the future utilization of some portion of the carryforwards is determined not to be “more likely than not,” a valuation allowance is provided to reduce the recorded tax benefits from such assets.
5.
Property and Equipment, Net
6.
Goodwill
We recorded goodwill, of $577, resulting from the acquisition of Bosque Tranquilo S.A. on October 12, 2006. We paid $600 for 100% ownership of Bosque Tranquilo S.A., a private company incorporated May 13, 2006 in Costa Rica with no operating history, which had a book value of $23.
7.
Lease commitment
The Company leases an office space to be used for the dental clinic, in San Jose, Costa Rica. The lease expires on January 31, 2009. The monthly rental payments are $700 and can be cancelled at any time, by the Company, with 30 days written notice. The total lease expenses paid for the year ended March 31, 2008 and 2007 was $8,400 and $1,400, respectively.
Item 9
Item 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
On July 26, 2006, the Company's independent accountants, Staley Okada and Partners were dismissed from their position as accountants for the Company. The accountant's report for the period from January 9, 2006 (date of inception) through March 31, 2006 did not contain an adverse opinion or disclaimer of opinion, and was not modified as to uncertainty, audit scope, or accounting principles.
During the Company's period of operation, from inception, January 9, 2006 to the year ended March 31, 2006, and through to July 26, 2006, there were no disagreements with the former independent accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Staley, Okada & Partners, would have caused Staley, Okada & Partners to make reference to the subject matter of the disagreement in its reports on our consolidated financial statements for such periods.
We delivered a copy of this report to Staley, Okada & Partners. Staley, Okada & partners issued its response on August 21, 2006. The response stated that it agreed with the foregoing disclosure.
On July 26, 2006, the Company engaged Moore & Associates, Chartered as independent accountants for the Company, with the approval of our board of directors.
The above information was submitted to the SEC in a Form 8-K filed on August 8, 2006, as amended by Amendment No. 1 to Form 8-K filed on August 23, 2006.
Item 9AT -Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.
Management’s Annual Report on Internal Control Over Financial Reporting.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2008, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this assessment,
management has determined that the Company’s internal control over financial reporting as of March 31, 2008 was effective.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States; (2) receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) unauthorized acquisitions, use, or disposition of the Company’s assets that could have a material affect on the Company’s financial statements are prevented or timely detected.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting.
There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
Item 9B.
Item 9B. Other Information
No items required to be reported on Form 8-K during the fourth quarter of the year covered by this report were not previously reported on Form 8-K.
PART III
Item 10.
Item 10. Directors, Executive Officers, and Corporate Governance.
Directors are elected by the stockholders to a term of one year and serve until their successor is elected and qualified. Officers are elected by the Board of Directors to a term of one year and serve until their successor is duly elected and qualified, or until they are removed from office. The Board of Directors has no nominating, auditing or compensation committees.
The name, address, age and position of our officers and director is set forth below:
Name and Address
Age
Position(s)
Alejandro Quesada
37 President & Director
Tibas del Correo,
50 metros Norte y 25 metros al Este
San Jose, Republica de Costa Rica
Shawn Phillips
Chief Financial Officer, Secretary,
Tibas del Correo,
Treasurer & Director
50 metros Norte y 25 metros al Este
San Jose, Republica de Costa Rica
The persons named above have held their offices/positions since inception of our Company and are expected to hold said offices/positions until the next annual meeting of our stockholders. The officers and directors are our only officers, directors, promoters and control persons.
Background Information about Our Officers and Directors
Alejandro Quesada
Dr. Alejandro Quesada graduated from the Facultad Autonoma de Ciencias Odontologicas in January of 2007 after completing his practicum in Dentistry at the Hospital de Mexico in San Jose, Costa Rica, in December of 2006. Dr. Quesada was awarded his doctorate and license to practice dentistry by the College of Surgeons and Dentists of Costa Rica in February of 2007.
In the five years previous to this time, Dr. Quesada was studying at the Facultad Autonoma de Ciencias Odontologicas in order to earn his degree.
During this time he has worked in the Customer Service department of a publishing company, Gold Coast Publishing, servicing English speaking clients. For the last year he has worked as a dentist alongside Dr. Randall Guevara, in the three years previous to this, he was working as a Dental Assistant to Dr. Guevara.
Shawn Phillips
Mr. Phillips has over 19 years experience in the direct marketing industry specializing in both business-to-business and direct to consumer mail-order sales.
He has sold millions of dollars worth of informational reports/booklets ranging from how to live a healthier and more prosperous life, to discount coupon books, financial services, semi-precious jewellery, travel information, and organic foods.
Mr. Phillips has spent the last six years as a mail-order consultant for numerous firms that market various information products. Mr. Phillips is also the President and Director of Deltron, Inc., since inception September 14, 2005, which is quoted on the OTCBB (www.otcbb.com), under the symbol of DTRO.
Involvement in Certain Legal Proceedings
To our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such
activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
Because we do not have a class of equity securities registered pursuant to Section 12 of the Exchange Act, our executive officers, directors and persons who beneficially own more than 10% of our common stock are not required to file initial reports of ownership and reports of changes in ownership with the SEC under Section 16(a) of the Exchange Act.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
Item 11.
Item 11. Executive Compensation
Currently, none of our officers and/or directors is being compensated for their services during the development stage of our business operations.
The officers and directors are reimbursed for any out-of-pocket expenses they incur on our behalf. In addition, in the future, we may approve payment of salaries for our officers and directors, but currently, no such plans have been approved. We also do not currently have any benefits, such as health insurance, life insurance or any other benefits available to our employees.
In addition, none of our officers, directors or employees is party to any employment agreements.
-----------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------------
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards
Stock Awards
Name
Number of Securities Underlying Unexercised Options (#) Exercisable
Nuimber of Securities Underlying Unexersied Options (#) Unexercisable
Equity Incentive Plan Awards; Number of Securities Underlying Unexercisaed Unearned Options (#)
Option Exercise Price
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested (#)
Market Value of Shares or Units of Stock That Have Not Vested
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Alejandro Quesada
Shawn Phillips
Item 12
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.
Name and Address
No. of
Percentage
Beneficial Owner
Shares
of Ownership
Alejandro Quesada
1,500,000
28%
Tibas del Correo,
50 metros Norte y 25 metros al Este,
San Jose, Republica de Costa Rica
Shawn Phillips
0%
Tibas del Correo,
50 metros Norte y 25 metros al Este,
San Jose, Republica de Costa Rica
-------------------------
--------------------------
All Officers and
Directors as a Group
1,500,000
28%
Yoenia Proenza Sanfiel(1)
1,575,000
30%
Tibas del Correo,
50 metros Norte y 25 metros al Este,
San Jose, Republica de Costa Rica
(1) Ms. Yoenia Proenza Sanfiel is the wife of our Chief Financial Officer, Shawn Phillips.
Item 13
Item 13 - Certain Relationships and Related Transactions, Director Independence
On February 1, 2006, 75,000 shares of Coronado Corp.’s common stock was issued to Yoenia Proenza, for incorporation costs of $454 and another 1,500,000 shares were issued to Yoenia Proenza on April 25, 2006, in exchange of $0.01 per share, or a total of $15,000 in cash. On April 25, 2006 1,500,000 shares were also issued to Alejandro Quesada, an officer, a director and the president of the company in exchange for $0.01 per share, or a total of $15,000 in cash.
Shawn Phillips, an officer and director, and Yoenia Proenza Sanfiel, a majority shareholder, are married.
Item 14
Item 14 - Principal Accountant Fees and Services
Audit Fees: All fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and the review of financial statements included in the registrant's Form 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
2008:
$ 5,000
2007:
$ 4,250
Audit-Related Fees: All fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under Item 9(e)(f1) of Schedule 14A.
2008:
$ 0.00
2007:
$ 0.00
Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning:
2008:
$ 0.00
Nature of Services: None (see note below)
2007:
$ 500.00
Nature of Services: March 31, 2007 Tax Return
Preparation of the Company’s corporate tax return for the fiscal year ended March 31, 2008 is currently underway.
All Other Fees:
2007:
$ 0.00
2008:
$ 0.00
(5) Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
(6) The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%.
PART IV
Item 15
Item 15 - Exhibits, Financial Statement Schedules
The following exhibits are included with this filing:
Exhibit
Number
Description
3(i)
Articles of Incorporation (1)
3(ii)
Bylaws (1)
Lease Agreement (2)
Code of Ethics (2)
Subsidiary of Registrant (2)
31.1
Rule 13a-14(a)/15d-14(a) Certification
31.2
Rule 13a-14(a)/15d-14(a) Certification
32.1
Section 1350 Certification
(1)
Filed with the Securities and Exchange Commission on June 15, 2006 as an exhibit numbered as indicated above, to the Registrant’s registration statement on Form SB-2 (file no. 333-135037), which exhibit is incorporated herein by reference.
(2)
Filed with the Securities and Exchange Commission on June 29, 2007 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB, which exhibit is incorporated herein by reference
Signatures
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 duly authorized.
June 30, 2008
Coronado Corp.
By:
/s/ Alejandro Quesada
______________________________
Alejandro Quesada, President (principal
executive officer)
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates included.
June 30, 2008
By:
/s/ Alejandro Quesada
_______________________________
Alejandro Quesada, President (principal
executive officer) and member of the Board
of Directors
June 30, 2008
By:
/s/ Shawn Phillips
_______________________________
Shawn Phillips, Chief Financial Officer
(principal financial officer), Secretary,
Treasurer, and member of the Board of
Directors