Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Vampt America, Inc.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R8.htm
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R2.htm
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R1.htm
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R6.htm
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R5.htm
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R3.htm
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R7.htm
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R9.htm
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R4.htm
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R10.htm
XML - IDEA: XBRL DOCUMENT - Vampt America, Inc.R11.htm
EX-31.1 - SECTION 302 CERTIFICATION - Vampt America, Inc.exhibit31-1.htm
EX-32.1 - SECTION 906 CERTIFICATION - Vampt America, Inc.exhibit32-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________

Commission File Number 333-135037

CORONADO CORP.

(Exact name of registrant as specified in its charter)

Nevada N/A
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
   
518 17th Street, Suite 1000, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)

303.623.1440
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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 preceding 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[   ] YES    [   ] NO

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

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

[    ] YES    [ X ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[     ] YES    [    ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[    ] YES    [    ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
5,589,582 common shares issued and outstanding as of May 10, 2012.


PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim consolidated financial statements for the three month period ended March 31, 2012 form part of this quarterly report. They are stated in United States Dollars and are prepared in accordance with United States generally accepted accounting principles.

2



CORONADO CORP.
 
(A Development Stage Company)
 
INTERIM FINANCIAL STATEMENTS
 
MARCH 31, 2012
 
(Unaudited)

3



CORONADO CORP.
(A Development Stage Company)
INDEX TO INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD OF JANUARY 9, 2006 (INCEPTION) TO MARCH 31, 2012

  Page(s)
   
Interim Balance Sheets at March 31, 2012 (Unaudited) and December 31, 2011 F-1
   
Interim Statements of Expenses for the three months ended March 31, 2012 and 2011, and the cumulative totals from January 9, 2006 (Inception) to March 31, 2012 (Unaudited) F-2
   
Interim Statements of Cash Flows for the three months ended March 31, 2012 and 2011, and cumulative totals from January 9, 2006 (Inception) to March 31, 2012 (Unaudited) F-3
   
Notes to Interim Financial Statements (Unaudited) F-4

4



Coronado Corp
(A Development Stage Company)
Balance Sheets
(Unaudited)

ASSETS     
             
    March 31,     December 31,  
    2012     2011  
             
CURRENT ASSETS            
           Cash and cash equivalents $  7,601   $  -  
TOTAL ASSETS $  7,601   $  -  
             
             
             
LIABILITIES AND STOCKHOLDERS' DEFICIT    
             
CURRENT LIABILITIES            
           Accounts payable and accrued liabilities $  40,664   $  32,873  
           Promissory notes due to related parties   68,574     69,766  
           Short term debt   47,500     47,500  
           Accrued interest to related parties   18,073     15,340  
                      Total current liabilities   174,811     165,479  
             
             
             
STOCKHOLDERS' DEFICIT            
   Capital stock            
           Authorized: 
             200,000,000 preferred shares, $0.001 par value, zero issued and 
           outstanding, respectively 
             100,000,000 common shares, $0.001 par value
 
-


 
-


           Issued and outstanding shares: 
             5,589,582 and 5,433,332, respectively as of March 31, 2012 and 
           December 31, 2011
 
5,589

 
5,433

           Additional paid-in capital   523,894     499,050  
           Deficit accumulated during the development stage   (696,693 )   (669,962 )
 Total Stockholders’ Deficit   (167,210 )   (165,479 )
             
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $  7,601   $  -  

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

F-1



Coronado Corp.
(A Development Stage Company)
Statements of Expenses
(Unaudited)

    Three Months     Three Months     January 9, 2006  
    Ended     Ended     (Inception)  
    March 31,     March 31,     to March 31,  
    2012     2011     2012  
                   
EXPENSES:                  
       Professional fees $  19,822   $  8,266   $  217,781  
       Depreciation and amortization   -     -     22,170  
       General and administrative   3,577     4,441     50,508  
              Total operating expenses   23,399     12,707     290,459  
                   
       Total Expenses   (23,399 )   (12,707 )   (290,459 )
                   
Other Income (Expense)                  
       Interest expense related parties   (2,733 )   (10,320 )   (83,102 )
       Gain (loss) on foreign exchange   (599 )   (506 )   (47 )
       Gain on forgiveness of debt   -     -     5,000  
       Loss on exploration advance   -     -     (325,000 )
       Loss on disposition of subsidiary   -     -     (3,085 )
                   
Net Loss $  (26,731 ) $  (23,533 ) $  (696,693 )
                   
                   
       Basic and diluted loss per common share $  (0.00 ) $  (0.00 )    
                   
       Weighted average number of common shares outstanding   5,462,522     5,000,000      

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

F-2



Coronado Corp.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)

    Three Months     Three Months     January 9, 2006  
    Ended     Ended     (Inception)  
    March 31,     March 31,     to March 31,  
    2012     2011     2012  
                   
OPERATING ACTIVITIES                  
         Net Loss $  (26,731 ) $  (23,533 ) $  (696,693 )
                   
         Adjustment to Reconcile Net Loss to Cash Used in
         Operating Activities:
             
               Depreciation and amortization   -     -     22,170  
               Loss on exploration advance   -     -     325,000  
               Loss on disposition of subsidiary   -     -     3,085  
         Changes in Operating Assets and Liabilities:                  
               Increase in accounts payable and accrued liabilities   7,791     8,056     40,665  
               Increase in accrued interest to related parties   2,733     10,320     83,102  
         Net cash used in operating activities   (16,207 )   (5,157 )   (222,671 )
INVESTING ACTIVITIES                  
         Leasehold improvements   -     -     (16,243 )
         Machinery and equipment   -     -     (16,935 )
         Goodwill   -     -     (577 )
         Net cash used in investing activities   -     -     (33,755 )
FINANCING ACTIVITIES                  
         Promissory notes – related party borrowings   -     5,000     131,863  
         Short term borrowings   25,000     -     25,000  
         Repayments to related party notes   (1,192 )   -     (7,290 )
         Common stock issued for cash   -     -     114,454  
         Net cash provided by financing activities   23,808     5,000     264,027  
INCREASE IN CASH AND CASH EQUIVALENTS   7,601     (157 )   7,601  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   -     157     -  
                   
CASH AND CASH EQUIVALENTS AT END OF PERIOD $  7,601   $  -   $  7,601  
Supplemental Cash Flow Disclosures:                  
         Cash paid for:                  
               Interest expense $  -   $  -   $  -  
               Income taxes $  -   $  -   $  -  
Non-Cash Financing and Investing Activities:                  
         Exploration advance paid by related parties $  -   $  -   $  (325,000 )
         Gain on extinguishment of related party debt $  -   $  -   $  65,029  
         Conversion of notes payable into common stock $  (25,000 ) $  -   $  (350,000 )
         Notes payable – related parties cancelled on disposition of subsidiary $  -   $  -   $  8,500  

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

F-3



Coronado Corp.
(A Development Stage Company)
Notes to Interim Financial Statements
(Unaudited)

1.

Basis of Presentation

   

The accompanying unaudited interim financial statements of Coronado Corp. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2011 as reported in the Form 10-K have been omitted.

   

Reclassifications

   

Certain prior year amounts have been reclassified to conform with the current year presentation.

   
   
2.

Going Concern

   

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, 2012, the Company has accumulated losses of $696,693 since inception, has a working capital deficiency of $167,210 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 December 31, 2012.

   

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. 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.

   

F-4



Coronado Corp.
(A Development Stage Company)
Notes to Interim Financial Statements
(Unaudited)

3.

Notes Payable – Related Parties

   

As of March 31, 2012, the Company is indebted to majority shareholders in the amount of $62,500. The amounts bear 10% annual interest, are unsecured, and all are due on demand.

   

As of March 31, 2012, the Company is indebted to various shareholders in the amount of $6,074, net of repayments during the period. The amounts are unsecured, non-interest bearing and have no terms of repayment.

   
   
4.

Notes Payable

   

In January 2012, the Company received $25,000 from a third party, this note is unsecured , due on demand, and bears no interest. On March 14, 2012, the Company settled the balance of $25,000 by converting into 156,250 common shares at $0.16 per share. The Company determined the fair value to be $0.16. This is the cash price per share sold in Private Placement during April 2012, whereby the Company sold 1,129,169 shares.

   

As of March 31, 2012, the Company has a total of $47,500 in short-term debt due to various lenders. All notes bear 10% annual interest and all are due on demand.

   
   
5.

Capital Stock

   

Since January 9, 2006 (inception), the Company has issued 75,000 shares, 3,000,000 shares, and 2,100,000 shares of common stock at approximately $0.006, $0.01, and $0.04 per share respectively, resulting in total proceeds of $114,454.

   

On March 4, 2010, the Company cancelled 175,000 common shares for no consideration. These shares were owned by former shareholders and were cancelled as a result of a management change in December 2009.

   

On December 16, 2011, the Company agreed to issue 433,332 common shares in settlement of $325,000 in debt to related parties at $0.75 per share. As of the date of debt settlement, company had accrued interest of $65,029 payable to related parties and should also have been converted into 86,705 shares at $0.75 per share. However, related parties settled to convert only the principal amount and waived the accrued interest. Therefore, company recorded the forgiveness of interest from related parties as an adjustment to additional paid-in capital. On December 16, 2011, company issued 433,332 shares to related parties.

   

During the three months ended March 31, 2012, the company issued 156,250 shares in settlement of $25,000 due to third party at $0.16 per share.

   
   
6.

Subsequent Events

   

During April 2012, the Company sold in a Private Placement 1,129,169 of common shares at $0.16 per share for total proceeds of $180,667.

F-5



Coronado Corp.
(A Development Stage Company)
Notes to Interim Financial Statements
(Unaudited)

During April 2012, the Company settled with various note holders to waive the accrued interest due as of March 31, 2012 in the amount of $18,073 in lieu of full repayment of principal amounts. As of May 9, 2012, Company has repaid the principal amounts for a total of $110,000.

F-6


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and “our company” mean Coronado Corp., unless otherwise indicated.

General Overview

We were incorporated in the State of Nevada on January 9, 2006. Our principal place of business and corporate offices are located at 518 17th Street, Suite 1000, Denver Colorado, and our telephone number is 303 623 1440. Management has chosen to research opportunities in different industry sectors with a focus on the resource sector. The anticipation is this research will lead to an acquisition in some form or manner. Our fiscal year end is December 31st. Our authorized capital consists of 100,000,000 shares of common stock, $0.001 par value and 200,000,000 shares of preferred stock, $0.001 par value.

On December 16, 2009, our company entered into a letter agreement with an oil and gas operator, pursuant to which we would participate for a 15% working interest in a 26,000 acre unit project in Alaska, which was a farm-out from BP Exploration (Alaska) Inc. Consideration for the assignment of the interest in the project would primarily consist of our company funding certain costs in regards to a 2009-2010 winter drilling program and a 15% share of the costs to restart the local processing plant. A deposit of $325,000 pending BP Exploration’s consent to the proposed assignment to our company was posted to secure the letter agreement on behalf of our company, funded in equal amounts of $162,500 each by D. Sharpe Management Inc., a privately held company owned and controlled by our president, and by Michael Bodino, a company shareholder. BP Exploration’s consent to the assignment was granted on January 12, 2010.

Due to the severe timing restrictions involved, we were unable to secure funding as required to participate in the project, and the letter agreement and obligations pursuant to the agreement expired on January 15, 2010, thus terminating the agreement with the oil and gas operator. With the expiry of the letter agreement our company has expensed the $325,000 deposit. Management continues to research other potential resource opportunities.

Our company has sustained losses since inception, January 9, 2006, to March 31, 2012, of $696,693 and relies solely upon the sale of securities and loans from corporate officers and directors for funding.

5


Our Current Business

At the beginning of our last fiscal year, we were to be engaged in the business of exploration and development of oil and gas properties. However, as noted above, we were not able to proceed with that project. Over the next twelve months we intend to secure a project of merit, which we currently anticipate being the acquisition of Vampt as described herein.

On December 8, 2011, we entered into an Agreement and Plan of Merger with Vampt Beverage USA, Corp. a Nevada corporation, and VB Acquisition Corp. (“VB Acquisition”), a direct wholly-owned subsidiary of our company.

Upon consummation of the merger, Vampt will become a wholly-owned subsidiary of our company. Under the Merger Agreement, we will issue up to 13,695,325 shares of our common stock as consideration for all of the issued and outstanding shares of common stock of Vampt, and grant up to 2,880,584 share purchase warrants in exchange for all issued and outstanding share purchase warrants of Vampt, as at the effective time of the Merger. Additional share consideration may be payable to Vampt shareholders, which will be determined by the financing activity of Vampt prior to the completion of the merger.

The merger is conditioned upon, among other things, approvals by Vampt stockholders, no legal impediment to the merger, the absence of any material adverse effect on our company or Vampt, completion of due diligence reviews by both companies, and any other necessary approvals. The Merger Agreement contains certain closing conditions that must be satisfied. In addition, we are to be free of material liabilities at closing and are to have no more than 6.5 million shares issued and outstanding at the time of closing. As a result, we intend to settle certain current debts for shares and enter into an equity private placement to fund the balance of our debt obligations.

Cash Requirements

Our plan over the next 12 months is to research projects of merit, with the goal of closing the transaction that we have entered with Vampt, as noted herein. In order to carry out our plans we will require funding to cover acquisition costs, working capital, and any other related or ongoing expenditures until sufficient revenue is generated to sustain operations.

In order to proceed with our plans and to fund overhead and administration expenses, as of March 31, 2012, shareholders of our company advanced $110,000 in loans bearing 10% annual interest, which have been secured by promissory notes.

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, be it a public offering, a private placement of securities or loans from our officers or others, and/or other sources or methods of financing. 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 activities or operations.

While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and our company.

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.

6


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

Assuming maintenance of our current operations and the investigation of possible acquisitions, over the next twelve months we expect to expend funds as follows:

Estimated Net Expenditures During the Next Twelve Months

  $  
General, Administrative, and Corporate Expenses   175,000  
Contingencies and Other   25,000  
Total   200,000  

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.

The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Employees

Currently our only employees are our directors and officers. Our officers and directors are donating their time to the development of our 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

7


Going Concern

As of March 31, 2012, our company has accumulated losses of $696,693 since inception, has a working capital deficiency of $167,210 and has earned no revenues since inception. Our 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 next twelve months ending March 31, 2013. The ability of our 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 our 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.

Results of Operations – Three Months Ended March 31, 2012 and Three Months Ended March 31, 2011

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended March 31, 2012, which are included herein.

Our operating results for the three months ended March 31, 2012, for the three months ended March 31, 2011 and the changes between those periods for the respective items are summarized as follows:

                Change Between  
    Three Months     Three Months     Three Month Period  
    Ended     Ended     Ended  
    March 31,     March 31,     March 31, 2012 and  
    2012     2011     March 31, 2011  
Revenue $  -   $  -   $  -  
General and administrative   3,577     4,441     864  
Interest Expense   2,733     10,320     7,587  
Professional fees   19,822     8,266     (11,556 )
Loss (gain) on foreign exchange   599     506     (93 )
Net Loss $  (26,731 )   (23,533 )   (3,198 )

Our accumulated losses increased to $696,693 as of March 31, 2012. Our financial statements report a net loss of $26,731 for the three month period ended March 31, 2012 compared to a net loss of $23,533 for the three month period ended March 31, 2011. Our losses have increase primarily as a result of an increase in professional fees of $11,557, offset by a decrease in interest of 10,320, for the three month period ending March 31, 2012.

Our total liabilities as of March 31, 2012 were $174,811 as compared to total liabilities of $165,479 as of December 31, 2011. The increase was due to increases in accounts payable and accrued liabilities and amounts due to related parties.

Liquidity and Financial Condition

Working Deficit

    March 31,     December 31,  
    2012     2011  
Current assets $  7,601     -  
Current liabilities   (174,811 )   (165,479 )
Working deficit $  (167,210 )   (165,479 )

8


Cash Flows

    March 31,     March 31,  
    2012     2011  
Cash flows used in operating activities $  (16,207 )   (5,157 )
Cash flows provided by financing activities   23,808     5,000  
Net increase in cash during period $  7,601     (157 )

Operating Activities

Net cash used by operating activities was $16,207 in the three months ended March 31, 2012 compared with net cash used in operating activities of $5,157 in the three months ended March 31, 2011. The increase in use of cash in operating activities of $12,242 is mainly attributable to the increase in professional fees during the three month period ended March 31, 2012, offset by a decrease in interest expense and general and administrative costs.

Investing Activities

There were no investing activities in the three months ended March 31, 2012 or in the three months ended March 31, 2011.

Financing Activities

Net cash provided by financing activities was $25,000 in the three months ended March 31, 2012, offset by payment of $1,192 to related party compared to $5,000 provided by financing activities in the three months ended March 31, 2011, due to receipt of shareholder loans during both the three month periods ended March 31, 2012 and 2011.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal executive officer, principal financial officer and principal accounting officer) believes that our disclosure controls and procedures were not effective due to lack of segregation of duties as of the end of the period covered by this quarterly report in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance’s with US generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our quarter ended March 31, 2012 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

9


PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 1A. Risk Factors

Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:

We are a start-up company with a lack of operating history and profitability. Our company 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, 2012, our company has incurred a net loss of $696,693.

In order to generate revenue, we are dependent on our ability to find a project within our new focus area, the resource sector, and at some point develop this project to the point of production and sales.

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 our company. 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 Mr. Sharpe has other outside business activities, he can only dedicate a limited amount of his time to our company’s operations. This could result in periodic interruptions or suspensions of the business plan.

Because our company officer, Mr. Sharpe has other outside business interests, he will only be able to devote a limited amount of his time to our operations. Our company’s operations may occur at times which are inconvenient to Mr. Sharpe, which could result in the development of our plan being periodically interrupted or suspended.

10


If our officers and directors resign or die without having found replacements, our operations may be suspended or cease altogether. Should that occur, it could result in a loss of your investment.

We have one officer and one director and we are entirely dependent upon him in order to conduct our operations. If he should resign or die, there may be no one to run our company. Our company has no key man insurance. If such an event were to take place and we were unable to find other persons to run our company, our operations could be suspended or cease entirely, and this could result in the loss of your investment.

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.

Trading of our stock may be restricted by the SEC's "Penny Stock" regulations, which may limit a stockholder's ability to buy and sell our stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

11


Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

Our common shares are currently listed for public trading on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

None.

Item 5. Other Information

On October 20, 2011, we accepted the resignations of Michael David and Larry Kellison as directors of our company. The resignations of Michael David and Larry Kellison were not due to any disagreement with our company.

Item 6. Exhibits

Exhibit  
Number Description
   
(3) (i) Articles of Incorporation; and (ii) Bylaws
   
3.1 Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on June 15, 2006).
   
3.2 Bylaws (incorporated by reference from our Registration Statement on Form SB-2, filed on June 15, 2006).
   
3.3 Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on June 28, 2010)

12



Exhibit  
Number Description
   
(14) Code of Ethics
   
14.1 Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on June 26, 2007).
   
(31) Rule 13a-14(a)/15d-14(a) Certifications
   
31.1* Section 302 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe
   
(32) Section 1350 Certifications
   
32.1* Section 906 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe
   
101** Interactive Data File (Form 10-Q for the quarterly period ended September 30, 2011 furnished in XBRL).
   
 101.INS XBRL Instance Document
 101.SCH XBRL Taxonomy Extension Schema Document
 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
 101.LAB XBRL Taxonomy Extension Label Linkbase Document
 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

*

Filed herewith.

   
**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

13


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.
  (Registrant)
   
   
Dated: May 11, 2012 /s/ Donald Sharpe
  Donald Sharpe
  President and Director
  (Principal Executive Officer, Principal Financial
  Officer and Principle Accounting Officer)

14