-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EucC5RZmBXfR4oINTeIkgZzy8ANA6B8QK9CAjTZi36f0UWsQWVRr9sQ/GDMkHf4p 2lCSeUGBWvCdd4Esg+w+Qw== 0001056520-09-000347.txt : 20090707 0001056520-09-000347.hdr.sgml : 20090707 20090707165820 ACCESSION NUMBER: 0001056520-09-000347 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090707 DATE AS OF CHANGE: 20090707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coronado Corp. CENTRAL INDEX KEY: 0001365022 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 980485668 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-135037 FILM NUMBER: 09933751 BUSINESS ADDRESS: STREET 1: TIBAS DEL CORREO STREET 2: 50 METROS NORTE Y 25 METROS AL ESTE CITY: SAN JOSE STATE: G2 ZIP: 00000 BUSINESS PHONE: 702-987-1847 MAIL ADDRESS: STREET 1: TIBAS DEL CORREO STREET 2: 50 METROS NORTE Y 25 METROS AL ESTE CITY: SAN JOSE STATE: G2 ZIP: 00000 10-K 1 coronado10k33109final.htm 10K 10k 3-31-09 CORONADO CORP.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K


[x] Annual report pursuant to Section 13 or 15(d) of the securities exchange act of 1934

For the fiscal year ended March 31, 2009.

OR

[  ] Transition report under Section 13 or 15(d) of the securities exchange act of 1934


Commission File No. 333-135037


CORONADO CORP.
(Exact name of registrant as specified in its charter)


Nevada 

98-0485668

State or other jurisdiction of incorporation or organization

IRS Employer Identification No. 

  

  


Tibas del Correo, 50 metros Norte y 25 metros al Este,
San José, República de Costa Rica
(Address of principal executive offices)


Issuer’s telephone number, including area code: 702-987-1847


Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[  ]  Yes  [X]  No


Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  [  ]  Yes  [X]  No


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]  Yes

[  ]  No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrans was required to submit and post such files).  [  ]  Yes  [X]  No

(Not applicable)


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ X ]




1







Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer

[  ]

 

Accelerated filer

[  ]

 

 

 

 

 

Non-accelerated filer

[  ](Do not check if a smaller reporting company)

 

Smaller reporting company

[X]


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ X] Yes

[ ]  No


As of June 19, 2009, there were 5,175,000 shares of the Registrant's common stock, par value $0.001, issued and outstanding.  Of these, 2,100,000 shares are held by non-affiliates of the Registrant.  The market value of securities held by non-affiliates is $0 as our stock does not presently trade.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:  (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933, as amended (“Securities Act”).
Not Applicable.  




2



TABLE OF CONTENTS


Item Number and Caption

Page


FORWARD-LOOKING STATEMENTS

4


PART I

………………………………………………………………………………………………….4


ITEM 1.  BUSINESS

4

ITEM 1A.  RISK FACTORS

6

ITEM 1B.  UNRESOLVED STAFF COMMENTS

7

ITEM 2.  PROPERTIES

7

ITEM 3.  LEGAL PROCEEDINGS

8

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

8


PART II

8


ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES                                                8

ITEM 6.  SELECTED FINANCIAL DATA

9

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                                                                                           9

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

12

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.                                                                                                 26

ITEM 9A.[T] CONTROLS AND PROCEDURES

26


PART III

27


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

27

ITEM 11.  EXECUTIVE COMPENSATION

30

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                                                  32

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                                                                                                           33

ITEM 14.  PRINCIPAL ACCOUNTANT FEE AND SERVICES

33


PART IV

34


ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

34






3






FORWARD-LOOKING STATEMENTS


Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You should carefully review the risks described in this Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.


Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.


All references in this Form 10-K to the “Company,” “Coronado,” “we,” “us,” or “our” are to Coronado Corp.


PART I


ITEM 1.  BUSINESS

Company Overview


We were incorporated in the State of Nevada on January 9th, 2006.  Our 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.    We were formed as a health services company that intended to build and operate a dental clinic in Costa Rica.  Our fiscal year end is March 31st.


As of the date of this filing we have taken the following steps in the execution of our original business plan:  In November 2006, we raised $84,000 from our initial public offering, and with this money we leased an office space in San Jose, Costa Rica, through our wholly-owned Costa Rican subsidiary, Bosque Tranquilo SA.   In February of 2007, we subsequently renovated this space and installed dental equipment sufficient to operate a three chair dental clinic, at which time we applied for our license to operate from the Ministry of Health, which was granted in December of 2007.  We anticipated generating revenues as a dental clinic in March 2009, however, we decided that we would no longer pursue this business plan.  Therefore, on March 31, 2009, the Company transferred ownership of its wholly-owned subsidiary, Bosque Tranquilo S.A., to Alejandro Quesada, a former officer and a current director of the Company, including all assets, title, interest and liabilities of the subsidiary.  In consideration of this transfer, Mr. Quesada has agreed to waive any claim to money owed to him by the Company as of March 31, 2009.  Effective March 30, 2009, Mr. Quesada resigned his officer positions of the Company and appointed Floricel Letion to the positions of Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer.  These transactions are more fully described in our Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 3 and 6, 2009.



4








We recently decided to redirect our business focus towards launching and operating a website to promote dental services and vacation packages in Costa Rica.  Specifically, the company will introduce the public to the services of various third-party dentists and dental clinics in Costa Rica for a fee from both the consumer and the dentist. The company will also arrange for hotel accommodations and tour packages for those individuals W utilize the services of the dentists and dental clinics with whom Coronado Corp has introduced them to. We registered the internet domain name   www.dental-vacation.com, which will be used for promoting our services. We are also looking for ventures of merit for corporate participation as a means of enhancing stockholder value.  This may involve the sales of our equity or debt securities in merger or acquisition transactions.  To date, we have achieved no operating revenues and have yet to engage in any such ventures.  We have sustained losses since inception, January 9, 2006, to March 31st, 2009, of $105,609 and rely solely upon the sale of securities and loans from our corporate officers and directors for funding.


Coronado Corp. has never declared bankruptcy, been in receivership, or been involved in any kind of legal proceeding.


Competitive Business Conditions and Strategy; Coronado Corp’s Position in the Industry


Coronado intends to establish itself as a competitive company in an already existing market.  


We will primarily market to “Dental Tourists” looking for quality dental work at a reasonable price. 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 requires 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.   


Patents, Trademarks and Licenses


We do not presently own any patents, trademarks, copyrights, or other forms of intellectual property.


Research and Development


We have not performed any research and development since our inception.


Employees


As of June 19, 2009, Coronado 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.  


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,  



5






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.  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, 2009, Coronado Corp. has incurred a net loss of $105,609.


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 Ms. Floricel Leiton has other outside business activities, she can only dedicate a limited amount of her time to Coronado Corp.’s operations.  This could result in periodic interruptions or suspensions of the business plan.


Because our company president, Ms. Leiton, has other outside business interests, she will only be able to devote a limited amount of her time to our operations.  Coronado Corp. operations may occur at times which are inconvenient to Ms. Leiton, which could result in the development of our plan being periodically interrupted or suspended.


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.



6







We have one officer and three 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.  


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 1B.  UNRESOLVED STAFF COMMENTS


Not Applicable.


ITEM 2.  PROPERTIES

Coronado Corp.’s principal place of business and corporate office 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, provided to us on a rent free basis by a director and our former President, Alejandro Quesada.


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.




7






ITEM 3.  LEGAL PROCEEDINGS

In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business.  We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.


PART II


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 Over-The-Counter Bulletin Board (OTCBB) 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, 2009, 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 June 1, 2009, 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.




8






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, 2009.


ITEM 6.  SELECTED FINANCIAL DATA

Not applicable.


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


We have conducted no material operations during the year ended March 31, 2009, and do not have any present operations. During the year ended March 31, 2009, we generated no revenues.  Accordingly, a discussion of our results of operations is not meaningful and will not be presented herein.


The following table provides selected financial data about our company as of and for the year ended March 31, 2009, and 2008.


 

 


Balance Sheet Data:

 

 


March 31, 2009

 

 

 

March 31, 2008

 

 

  

 

 

  

 

 

 

 

 

Cash

 

$

7,536

 

$

26,421 

 

 

Total assets

 

$

8,845

 

$

 42,092

 

 

Total liabilities

 

$

-

 

$

 3,685

 

 

Stockholders’ equity

 

$

8,845

 

$

 38,407



9









Liquidity and Capital Resources


The report of our auditors on our audited financial statements for the fiscal year ended March 31, 2009, contains a going concern qualification as we have suffered losses since our inception.  We have minimal assets and have achieved no operative revenues since our inception.  We have depended on loans and sales of equity securities to conduct operations.  Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.  Because of our limited cash in the bank, we will be required to raise additional capital over the next twelve months to meet our ongoing expenses.


Plan of Operation


Our plan over the next 12 months is to launch and operate a website, www.dental-vacation.com , promoting dental tourism in Costa Rica, whereby Coronado Corp will arrange dental services and hotel accommodations for North American and European individuals looking for high-quality dental service at affordable prices.  Our main marketing slogan will be “Get your teeth fixed and a dream vacation for half the price you could get your teeth done in Canada or the US”.  


Coronado Corp will charge a booking fee to the consumer, and a 20% commission to the dentists, hotels, and tour companies for all business generated by The Company.  


We plan to market our services to the public via newspaper advertising, email broadcasting, and word of mouth, in order to generate revenue.


At present we are looking to hire a Website designer and marketing consultant to assist us in creating our website. We will begin to promote our services to the public by way of e-mail advertising and word of mouth in order to generate revenue. Floricel Leiton, our new company president, will also be entering into contract negotiations with various dental clinics, hotels, and tour companies in Costa Rica whose services Coronado Corp, will promote on www.dental-vacation.com.  

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 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.

Also important to the successful development of our business is being able to offer desirable vacation packages and hotel accommodations to those seeking to travel to Costa Rica for dental services through our website.  Floricel Leiton, the Company’s president, will be negotiating with various hotels and tour operators enabling us to offer a wide variety of accommodations and tours.

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, 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.



10






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.

We have no present plans to purchase or sell any plant or significant equipment.  We also have no present plans to add employees although we may do so in the future if we engage in any merger or acquisition transactions.

Off-Balance Sheet Arrangements


The Company has no off-balance sheet arrangements.





11




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

















CORONADO CORP.


(A Development Stage Company)


AUDITED FINANCIAL STATEMENTS


MARCH 31, 2009 and 2008



12




CORONADO CORP.

(A Development Stage Company)


INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE PERIOD OF JANUARY 9, 2006 (INCEPTION) TO MARCH 31, 2009



 Page(s)


Report of Independent Registered Public Accounting Firm

14


Balance Sheets at March 31, 2009 and 2008

15


Consolidated Statement of Operations for the years ended March 31, 2009 and 2008

and cumulative totals from January 9, 2006 (Inception) to March 31, 2009

16


Consolidated Statements of Changes in Stockholders' Equity (Deficit)

for the period of January 9, 2006 (Inception) to March 31, 2009

17


Consolidated Statements of Cash Flows for the years ended March 31, 2009 and 2008

and from January 9, 2006 (Inception) to March 31, 2009

18


Notes to Audited Consolidated Financial Statements

19





13




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, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years ended March 31, 2009, 2008 and since inception on January 9, 2006 through March 31, 2009. 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 conduct 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, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years ended March 31, 2009, 2008 and since inception on January 9, 2006 through March 31, 2009, 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 has an accumulated deficit of $105,609, 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 19, 2009



6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501




14






Coronado Corp.

(A Development Stage Company)

Balance Sheets






ASSETS

 

 

 

 

 

 

 

 

 

 

 

As of March 31,

 

 

 

 

2009

 

2008

 

 

 

 

 

 

(Consolidated)

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

$

7,536

$

26,421

 

Prepaid expenses

 

1,309

 

700

 

 

Total current assets

 

8,845

 

27,121

 

 

 

 

 

 

 

Property and equipment, net (Note 5)

 

-

 

           14,394

Goodwill (Note 6)

 

-

 

                577

 

 

 

 

 

 

 

TOTAL ASSETS

$

8,845

$

42,092

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

$

-

$

3,685

 

 

Total current liabilities

 

-

 

3,685

 

 

 

 

 

 

 

Commitment

 

                        -

 

-

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

   Capital Stock (Note 3)

 

 

 

 

 

Authorized:

 

 

 

 

 

  100,000,000 common shares, $0.001 par value

 

 

 

 

 

Issued and outstanding shares:

 

 

 

 

 

  5,175,000 common shares

 

5,175

 

5,175

 

Additional paid-in capital

 

109,279

 

         109,279

 

Deficit accumulated during the development stage

 

(105,609)

 

(76,047)

  Total Equity

 

8,845

 

38,407

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

8,845

$

42,092





The accompanying notes are an integral part of these financial statements.


15





Coronado Corp.

(A Development Stage Company)

Consolidated Statements of Operations




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

from Inception

 

 

 

 

 

 

 

 

 

 

(January 9, 2006)

 

 

 

 

 

 

 

 

For the Year Ended March 31,

 

to March 31,

 

 

 

 

 

 

 

 

 

 

 

2009

 

 

2008

 

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

 

 

 

 

 

 

 

14,186

 

 

14,588

 

 

55,175

 

Depreciation and amortization

 

 

 

 

 

 

 

 

3,387

 

 

18,783

 

 

22,170

 

General and administrative

 

 

 

 

 

 

 

 

8,904

 

 

12,326

 

 

25,179

 

   Total operating expenses

 

 

 

 

 

 

 

 

 

26,477

 

 

45,697

 

 

102,524

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on disposition of subsidiary

 

 

 

 

 

 

 

 

 

(3,085)

 

 

-

 

 

(3,085)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss) before Income Taxes

 

 

 

 

 

 

 

 

 

(29,562)

 

 

(45,697)

 

 

(105,609)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes (Note 4)

 

 

 

 

 

 

 

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)

 

 

 

 

 

 

 

$

(29,562)

 

$

(45,697)

 

$

(105,609)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

common share

 

 

 

 

 

 

$

(0.01)

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

common shares outstanding

 

 

 

 

 

 

 

 

 

   5,175,000

 

 

5,175,000

 

 

 



The accompanying notes are an integral part of these financial statements.


16





Coronado Corp.

(A Development Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

For the Period of Inception (January 9, 2006) to March 31, 2009




 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

During the

 

 

 

 

 

Common Shares

 

Paid-in

 

Development

 

 

 

 

 

Shares

 

Amount

 

Capital

 

Stage

 

 

Total

Inception - January 9, 2006

 

 

-

 

$

-

 

$

                      -

 

$

                  -

 

$

                    -

   Common shares issued for cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      at approximately $0.006 per share,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      February 1, 2006

 

 

           75,000

 

 

                 454

 

 

-

 

 

                  -

 

 

               454

   Restatement for change to $0.001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      par value from no par value

 

 

-

 

 

               (379)

 

 

                 379

 

 

                  -

 

 

                    -

   Loss for the period

 

 

-

 

 

-

 

 

-

 

 

        (3,954)

 

 

          (3,954)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 31, 2006

 

 

           75,000

 

$

75

 

$

379

 

$

(3,954)

 

$

(3,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Common shares issued for cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      at $0.01 per share, April 25, 2006

 

 

      3,000,000

 

 

              3,000

 

 

27,000

 

 

                  -

 

 

         30,000

   Common shares issued for cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      at $0.04 per share, November 14, 2006

 

 

      2,100,000

 

 

              2,100

 

 

81,900

 

 

                  -

 

 

         84,000

   Loss for the year

 

 

-

 

 

-

 

 

-

 

 

     (26,396)

 

 

       (26,396)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 31, 2007

 

 

      5,175,000

 

$

              5,175

 

$

         109,279

 

$

     (30,350)

 

$

         84,104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Loss for the year

 

 

-

 

 

-

 

 

-

 

 

(45,697)

 

 

(45,697)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 31, 2008

 

 

      5,175,000

 

$

              5,175

 

$

         109,279

 

$

(76,047)

 

$

38,407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Loss for the year

 

 

-

 

 

-

 

 

-

 

 

(29,562)

 

 

(29,562)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – March 31, 2009

 

 

5,175,000

 

$

5,175

 

$

109,279

 

$

(105,609)

 

$

8,845



The accompanying notes are an integral part of these financial statements.


17





Coronado Corp.

(A Development Stage Company)

Consolidated Statements of Cash Flows





 

 

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

from Inception

 

 

 

 

 

 

 

(January 9, 2006)

 

 

 

 

 

 For the Year Ended March 31,

 

to March 31,

 

 

 

 

 

2009

 

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)

 

$

(29,562)

 

$

(45,697)

 

$

(105,609)

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment to Reconcile Net Income to Cash Generated by

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

 

    Depreciation and amortization

 

 

3,387

 

 

18,783

 

 

22,170

 

    Loss on disposition of assets

 

 

11,584

 

 

-

 

 

(22,170)

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

    (Increase) decrease in prepaid expenses

 

 

(609)

 

 

2,177

 

 

(1,309)

 

    Increase (decrease) in accounts payable and accrued

 

 

 

 

 

 

 

 

 

 

          liabilities

 

 

(3,685)

 

 

(1,672)

 

 

-

 

    Increase (decrease) in short-term note payable (leasehold)

 

 

-

 

 

(9,408)

 

 

-

 

Net cash used in operating activities

 

 

(18,885)

 

 

(35,817)

 

 

(106,918)

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leasehold improvements

 

 

-

 

 

(563)

 

 

-

 

Machinery and equipment

 

 

-

 

 

(16,934)

 

 

-

 

Net cash used in investing activities

 

 

-

 

 

(17,497)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 

                  -

 

 

-

 

 

114,454

 

Net cash provided by financing activities

 

 

-

 

 

-

 

 

114,454

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

(18,885)

 

 

(53,314)

 

 

7,536

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

26,421

 

 

79,735

 

 

                 -

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

7,536

 

$

26,421

 

$

7,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

                  -

 

 $

                  -

 

$

                  -

 

 

Income taxes

 

$

                  -

 

 $

                  -

 

$

                  -

 

 

 

 

 

 

 

 

 

 

 

 



The accompanying notes are an integral part of these financial statements.


18





Coronado Corp.

(A Development Stage Company)

Notes to Audited Consolidated Financial Statements




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. On March 31 2009, the Company disposed of Bosque Tranquilo S.A.


The Company is a development stage company that intends to offer dental services 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 of March 31, 2009, the Company had a loss from operations of $29,562, an accumulated deficit of $105,609, and working capital of $8,845 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


For March 31, 2009 and 2008, 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.  



19






Coronado Corp.

(A Development Stage Company)

Notes to Audited Consolidated Financial Statements





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 $7,536 and $26,421 in cash and cash equivalents at March 31, 2009 and 2008, 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 and Equipment


Property 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 $3,387 and $18,783 for the year ended March 31, 2009 and 2008, respectively.


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.



20






Coronado Corp.

(A Development Stage Company)

Notes to Audited Consolidated Financial Statements





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, 2009.


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 wrote off goodwill charges upon the disposition of its wholly-owned subsidiary on March 31, 2009.


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, 2009, the Company had no items of other comprehensive income.  Therefore, net loss equals comprehensive loss from inception (January 9, 2006) to March 31, 2009.



21






Coronado Corp.

(A Development Stage Company)

Notes to Audited Consolidated Financial Statements





2.

Significant Accounting Policies Continued


Advertising Costs


Advertising costs are expensed as incurred. From inception (January 9, 2006) to March 31, 2009, 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 April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”).  FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly.  Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value.  This FSP is effective for interim and annual periods ending after June 15, 2009.  


In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.”  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities.  This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged.  


In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157.  Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009.  

 

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active.  FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued.




22






Coronado Corp.

(A Development Stage Company)

Notes to Audited Consolidated Financial Statements






2.

Significant Accounting Policies Continued


New Accounting Pronouncements – Continued


In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments of Liabilities,” and  FASB  Interpretation 46 (revised December 2003), “Consolidation of  Variable  Interest Entities - an interpretation of ARB  No. 51,” as well as other modifications.  While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements.  The changes would be effective March 1, 2010, on a prospective basis.


In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited.


In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises.” That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under SFAS No. 5, “Accounting for Contingencies.” This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.


In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.”  This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”








23






Coronado Corp.

(A Development Stage Company)

Notes to Audited Consolidated Financial Statements







2.

Significant Accounting Policies Continued


New Accounting Pronouncements – Continued


In March 2008, the FASB issued SFAS 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 SFAS 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, the FASB issued SFAS 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 No. 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, the FASB issued a revision to SFAS 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.


 

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, 2009.  Of these shares, 1,575,000 were issued to the spouse of a director, 1,500,000 were issued to a director and officer of the Company, and 2,100,000 were issued to unaffiliated investors.








24






Coronado Corp.

(A Development Stage Company)

Notes to Audited Consolidated Financial Statements







4.

Income Taxes


The company has incurred operating losses of $96,031, 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.


Details of future income tax assets are as follows:

 

 

March 31,

 

 

March 31,

Future income tax assets:

 

2009

 

 

2008

  Net operating loss (from inception January 9, 2006)

$

105,609

 

$

76,047

  Approximate Statutory tax rate (combined federal and state)

 

34%

 

 

34%

  Non-capital tax loss

 

35,907

 

 

25,856

  Valuation allowance

 

(35,907)

 

 

(25,856)

 

$

-

 

$

-


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


 

 

 

 

March 31, 2009

 

March 31, 2008

Machinery and equipment

 

 

 $              -

 

 $            16,934

Leasehold improvements

 

 

 -

 

16,243

 

 

 

 

 

-

 

33,177

Accumulated depreciation and amortization

-

 

(18,783)

 

 

 

 

 

 

 

 

Net property and equipment

 

 $              -

 

 $            14,394           



6.

Goodwill


We recorded goodwill, of $0 and $577, for March 31, 2009 and 2008, respectively.  The goodwill for March 31, 2008, resulted 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. On March 31, 2009 we wrote off goodwill upon the disposition of Bosque Tranquilo S.A.






25








ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.


ITEM 9A.[T] 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, are responsible for conducting 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 fiscal year covered by this report. Disclosure controls and procedures means 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.  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 as of March 31, 2009.,


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, 2009, 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, 2009 was not effective for the reason described herein.  


The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives.  The aforementioned material weakness was identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2009.


Management believes that the material weakness set forth above did not have an effect on our financial results.  


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



26








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.


In connection with the preparation of this Annual Report on Form 10-K for the year ended March 31, 2009, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act based on the framework in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of our internal controls and procedures were not effective as of March 31, 2009. There were no significant changes in our internal controls over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide on management’s report on this annual report.


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. 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. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Executive Officers, Directors and Key Employees


Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal.  Officers serve for such terms as determined by our board of directors.  Each officer holds office until such officer’s



27








successor is elected or appointed and qualified or until such officer’s earlier resignation or removal.  No family relationships exist between any of our present directors and officers.


The following table sets forth certain information, as of June 19, 2009, with respect to our directors and executive officers.


Name and Address      

Age

Position(s)


Floricel Leiton

28

Chief Executive Officer, President

Tibas del Correo,

Chief Financial Officer, Secretary,

50 metros Norte y 25 metros al Este

Treasurer, & Director

San Jose, Republica de Costa Rica


Alejandro Quesada

        

38           Director

Tibas del Correo,

50 metros Norte y 25 metros al Este

San Jose, Republica de Costa Rica


Shawn Phillips

39

Director

Tibas del Correo,

50 metros Norte y 25 metros al Este

San Jose, Republica de Costa Rica


Background Information about Our Officers and Directors


Floricel Leiton


Floricel Leiton has served as our President, Chief Executive and Financial Officer, since March 30, 2009, and as our Secretary and a Director since September 8, 20008.  


Ms. Leiton graduated with a degree as a Dental Technician from the Universidad Latina de Costa Rica in 2001.  She is an expert in the construction of bridges, and crowns and plates (false teeth), and has a postgraduate degree as a specialist in working with porcelain.


For the last five years, Miss Leiton has worked for Dr. Jaime Jacabo as a laboratory technician creating bridges, crowns and false teeth for his patients.  For the last two years Miss Leiton has also produced bridges, crowns and plates for the patients of Dr. Andrea Acosta and Dr. Peggy Fernandez.


Miss Leiton is actively involved in Project Smile, a service that provides dental services in impoverished communities in Costa Rica, to which she regularly provides her services free of charge.


Alejandro Quesada


Alejandro Quesada has served as a Director since inception.  Previous to this he served as our President and Chief Executive Officer from inception to March 30, 2009, and Chief Financial Officer and treasurer, from September 8, 2008 to March 30, 2009.  


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



28








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


Shawn Phillips has served as a Director since inception.  Previous to this he served as our Chief  Financial Officer, Secretary, and Treasurer from inception to Setpember 8, 2008.


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 a Director of Deltron, Inc., since inception September 14, 2005, which is quoted on the OTCBB (www.otcbb.com), under the symbol of DTRO.


Employment Agreements


We have no formal employment agreements with any of our employees.  


Term of Office


Our directors are appointed for a period of one year or until such time as their replacements have been elected by our stockholders.  The officers of the Company are appointed by our board of directors and hold office until their resignation or removal.


Audit Committee


We do not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function.  We currently have limited working capital and no revenues.  Management does not believe that it would be in our best interests at this time to retain independent directors to sit on an audit committee.  If we are able to raise sufficient financing in the future, then we will likely seek out and retain independent directors and form an audit, compensation committee and other applicable committees.


Board of Directors


We have three directors, one that serves as our sole executive officer and the other two have served as executive officers previously.  Therefore, they are not independent directors.  We do not



29








pay them for attending board meetings.  They are reimbursed, however, for their expenses, if any, for attendance at meetings of the Board of Directors.  Our Board of Directors may designate from among its members an executive committee and one or more other committees but has not done so to date.  We do not have a nominating committee or a nominating committee charter.  Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.  To date this has not been a problem, as no security holders have made any such recommendations.  Our three director perform all functions that would otherwise be performed by committees.  Given the present size of our board, it is not practical for us to have committees.  If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.


Compliance with Section 16(a) of the Exchange Act


Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.


Code of Ethics


In 2007 we adopted a Code of Ethics that applies to all of our employees.  A copy of our Code of Ethics will be provided to any person requesting same without charge.  To request a copy of our Code of Ethics, please make written request to our President c/o Coronado Corp. at Tibas del Correo, 50 metros norte y 25 metros al este, San Jose, Costa Rica.


ITEM 11.  EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended March 31, 2009 and 2008, to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended March 31, 2009; (ii) all individuals that served as our principal financial officer or acted in a similar capacity for us at any time during the fiscal year ended March 31, 2009; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended March 31, 2009 that received annual compensation during the fiscal year ended March 31, 2009 in excess of $100,000.


Summary Compensation Table


Name and Principal Position

 

Year

 

Salary

($)

 

Bonus ($)

 

Stock Awards ($)

 

Option Awards ($)

 

Non-

Equity Incentive

Plan Compen-sation ($)

 

Change in Pension Value

and

Non-

qualified

Deferred

Compen-sation

Earnings ($)

 

All

Other

Compen-sation ($)

 

Total ($)

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

 

(i)

 

(j)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Floricel Leiton,(1) Chief Executive and Financial Officer

 

2009

2008

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



30











Alejandro Quesada,(2)

Chief Executive and Financial Officer

 

2009

2008

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shawn Phillips,(3)

Chief Financial Officer

 

2009

2008

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0


 (1)

Floricel Leiton has served as our President, Chief Executive and Financial Officer from March 30, 2009 through the present, and as our Secretary, Treasurer, and Director from September 8 through the present.


(2)

Alejandro Quesada has served as a Director from inception (January 9, 2006) through the present.  Mr. Quesada served as our President and Chief Executive Officer from January 9, 2006 to March 30, 2009, and as our Chief Financial Officer and Treasurer from September 8, 2008 to March 30, 2009.


(3)

Shawn Phillips has served as a Director from January 9, 2006 through the present.  Mr. Phillips served as our Chief Financial Officer, Secretary, and Treasurer from January 9, 2006 to September 8, 2008.  


We have not issued any stock options or maintained any stock option or other incentive plans since our inception. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.  


Compensation of Directors


None of our directors receive any compensation for serving as such, for serving on committees of the board of directors or for special assignments. During the fiscal year ended March 31, 2009, there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors.




31








ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information with respect to the beneficial ownership of our common stock known by us as of June 19, 2009 by:


·

each person or entity known by us to be the beneficial owner of more than 5% of our common stock;


·

each of our directors;


·

each of our executive officers; and


·

all of our directors and executive officers as a group.


The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of June 19, 2009.  Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse.


Amount and

Name and Address          

Naute of      

Percentage

Beneficial  Owner              

Ownership(2)    of Ownership(3)


Floricel Leiton     

0

  0%

Tibas del Correo,

50 metros Norte y 25 metros al Este,

San Jose, Republica de Costa Rica


Alejandro Quesada     

1,500,000

  28%

Tibas del Correo,

(Direct)

50 metros Norte y 25 metros al Este,

San Jose, Republica de Costa Rica


Shawn Phillips

0   

              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 a Director, Shawn Phillips.



32









(2)

As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the next 60 days.  Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights.


(3)

There were 5,175,000 shares of common stock issued and outstanding on June 19, 2009.


Securities Authorized for Issuance Under Equity Compensation Plans


We have not adopted any equity compensation plans since our inception.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND 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, a director, a former officer, and the former president of the company in exchange for $0.01 per share, or a total of $15,000 in cash.

 

Shawn Phillips, a Director, and Yoenia Proenza Sanfiel, a majority shareholder, are married.


ITEM 14.  PRINCIPAL ACCOUNTANT FEE 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.


2009:

$ 6,500

2008:

$ 5,000 


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:


2009:

$ 0.00

Nature of Services: None (see note below) 



33








2008:

$ 500.00

Nature of Services: March 31, 2008 Tax Return 


Preparation of the Company’s corporate tax return for the fiscal year ended March 31, 2009, is currently underway. 


All Other Fees:


2007:

$ 0.00

2008:

$ 0.00


Audit Committee’s Pre-Approval Practice.  


We do not have an audit committee.  Our board of directors performs the function of an audit committee.  Section 10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our auditors from performing audit services for us as well as any services not considered to be audit services unless such services are pre-approved by our audit committee or, in cases where no such committee exists, by our board of directors (in lieu of an audit committee) or unless the services meet certain de minimis standards.


PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are included with this filing:

 

Exhibit

Number

Description


3.1

Articles of Incorporation (1)

3.2

 

Bylaws (1)

14

Code of Ethics (2)

31.1/31.2

Rule 13a-14(a)/15d-14(a) Certification

32.1/32.2

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.


Financial Statement Schedules


All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.




34








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.


CORONADO CORP.


July 6, 2009

By:

/s/ Floricel Leiton

______________________________

Floricel Leiton, President (principal

executive officer)



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



July 6, 2009               

By:

/s/ Floricel Leiton

_______________________________

Floricel Leiton, President (principal

executive officer), Chief Financial Officer

(principal financial officer), Secretary, Treasurer,

and member of the Board of Directors



July 6, 2009

By:

/s/ Alejandro Quesada

_______________________________

Alejandro Quesada, Member of the Board

of Directors



July 6, 2009               

By:

/s/ Shawn Phillips

_______________________________

Shawn Phillips, Member of the Board of

Directors






35



EX-31 2 coronado31exhibit.htm CERTIFICATION EX 31 10K 3-31-09

EXHIBIT 31.1 / 31.2

CERTIFICATIONS

 

  I, Floricel Leiton, certify that:


1.      I have reviewed this report on Form 10-K of Coronado Corp.


2.      Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;


4.      I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have;


(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;


(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and


5.      I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):


(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and


(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

 Date:  July 6, 2009       

 

/s/ Floricel Leiton

 

 

Floricel Leition

Principal Executive and Financial Officer

 




EX-32 3 coronado32exhibit.htm CERTIFICATION EX 32 10K 3-31-09

 

EXHIBIT 32.1 / 32.2


CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Coronado Corp. (the “Company”) on Form 10-K for the year ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Floricel Leiton, Chief Executive and Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;


  

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


  

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

/s/ Floricel Leiton

 

 Name:   

 Floricel Leiton

 

 Title:  

 Chief Executive and Financial Officer

 

 Date:    

 July 6, 2009

 

 




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