Continental Fuels, Inc. – ‘S-8 POS’ on 12/10/02

On:  Tuesday, 12/10/02, at 5:18pm ET   ·   Effective:  12/10/02   ·   Accession #:  950147-2-1586   ·   File #:  333-101590

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Amendment No. 1 to Form S-8                            7     29K 
 2: EX-4.1      Letter to Empoyees                                     1      6K 
 3: EX-23.1     Consent of Semple & Cooper, LLP                        1      5K 

S-8 POS   —   Amendment No. 1 to Form S-8
Document Table of Contents

S-8 POS
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As filed with the Securities and Exchange Commission on December 9, 2002
                                                     Registration No. 333-101590
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 CORONADO INDUSTRIES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)

      Nevada                                                  22-3161629
-------------------------------                               ----------------  
(State or other jurisdiction of                               (I.R.S. Employer  
incorporation or organization)                               Identification No.)

16929 E. Enterprise Drive, Suite 202, Fountain Hills, Arizona       85268       
-------------------------------------------------------------     ----------    
(Address of Principal Executive Offices)                      (Zip Code)

2002-C Employee and Consultant Compensation Plan
------------------------------------------------
(Full title of the plan)

 Gary R. Smith
 President
Coronado Industries, Inc. 
16929 E. Enterprise Drive, Suite 202, Fountain Hills, AZ 85268
--------------------------------------------------------------
 (Name and address of agent for service)

(480) 837-6810
 -------------------------------------------------------------
 (Telephone number, including area code, of agent for service)

 With copy to:
 Michael K. Hair, P.C.
7407 E. Ironwood Court
 Scottsdale, Arizona 85258
(480) 443-9657

Approximate Date of Commencement of Proposed Sale: As soon as practicable after 
the Registration Statement becomes effective.                                   

 CALCULATION OF REGISTRATION FEE
================================================================================
              Proposed        Proposed
Title of                       Maximum         Maximum                  
Securities        Amount        Offering        Aggregate        Amount of
   to be           to be          Price          Offering       Registration
Registered      Registered     Per Share         Price              Fee   
--------------------------------------------------------------------------------
Common Stock,                                                                   
$.001 par value    1,000,000        $.05            $ 50,000          $4.60     
================================================================================

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.                                                                         

THE PLANS                                                                       

     This  registration  statement  covers the 2002-C  Employee  and  Consultant
Compensation  Plan (the  "2002-C  Plan")  and  Coronado  Industries,  Inc.  (the
"Registrant")  will fund the Plan with up to  1,000,000  shares of its $.001 par
value  common  stock (the  "Stock").  The 2002-C Plan is described in the letter
from the Registrant to its employees and consultants. The Plan is not subject to
the provisions of ERISA and the Plan has no administrators.                     

DESCRIPTION OF REGISTRANT'S SECURITIES                                          

     The authorized  capital stock of the Company consists of 100,000,000 shares
of common stock ("Common  Stock"),  of which  78,461,053  shares were issued and
outstanding  on  November  7,  2002 and  3,000,000  shares  of $.001  par  value
Preferred Stock, of which no shares have been issued as of November 7, 2002. All
presently outstanding shares are duly authorized, fully-paid and non-assessable.

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     Each share of the Common Stock is entitled to one vote on all matters to be
voted on by the  shareholders,  such as the  election of certain  directors  and
other  matters  that  directly  impact the rights of the  holders of such class.
There is no cumulative  voting in the election of  directors.  Holders of Common
Stock are  entitled to receive such  dividends  as may be declared  from time to
time by the Board of Directors out of funds legally available  therefor.  In the
event of any dissolution,  winding up or liquidation of the Company,  the shares
of Common Stock will share ratably in all the funds  available for  distribution
after  payment of all debts and  obligations.  The  holders of Common  Stock are
subject  to any  rights  that may be fixed for  holders  of  preferred  stock as
designated upon issuance.                                                       

ISSUANCE OF SHARES                                                              

     At the direction of the Registrant's Board of Directors,  the employees and
consultants of the Registrant are eligible to participate in Registrant's 2002-C
Employee and Consultant Compensation Plan. The employees and all consultants may
participate in the 2002-C Plan by electing to receive  Registrant's common stock
for accrued and unpaid  compensation  at any time after November 15, 2002 on the
basis of one share at a negotiated  price not less than ninety  percent (90%) of
the lowest  closing bid price in the week prior to their  accrued  salary  being
due.                                                                            

The Stock will not be purchased in the open market.                   

RESALE RESTRICTIONS                                                             

     Since the Registrant does not satisfy the  requirements for the use of Form
S-3, the eligible employee and consultants, even though not controlling persons,
are bound by the volume  limitations  of Rule 144, which would not be applicable
because any  shareholder  may sell up to 784,610 shares of  Registrant's  common
stock in any 90 day period  under Rule 144.  Management  employees  who  receive
shares under the 2002-C Plan will be bound by all the restrictions of Rule 144. 

ITEM 2.                                                                         

     The  Registrant's  Annual  Report on Form  10-KSB for the fiscal year ended
December  31,  2001 and all  reports  filed  with the  Securities  and  Exchange
Commission  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934  subsequent to December 31, 2001 are  incorporated  by reference  into this
Prospectus. Copies of these documents are available to any eligible employee and
consultant,  without charge, upon written or oral request made to the Registrant
at  16929 E.  Enterprise  Drive,  Suite  202,  Fountain  Hills,  Arizona  85268,
telephone number (480) 837-6810.                                                

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PART I

INFORMATION REQUIRED IN THE REOFFER PROSPECTUS      

ITEM 1. Not Applicable                                                          

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.                        

     The following  documents  are hereby  incorporated  by reference  into this
Registration  Statement:  (a) the Registrant's  Annual Report on Form 10-KSB for
the fiscal year ended  December  31,  2001;  and (b) all reports  filed with the
Securities  and Exchange  Commission  pursuant to Section  13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to December 31, 2001.                

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such documents.                                                       

ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.                              

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.                 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                              

     Article  V of  the  Company's  Articles  of  Incorporation  eliminates  the
personal  liability of directors of the Company for violation of their fiduciary
duty of care.                                                                   

     Section 78.751 of the Nevada General  Corporation Law, as amended,  applies
to the Company and provides for the indemnification of officers and directors in
specified instances. It permits a corporation,  pursuant to a bylaw provision or
in an indemnity contract,  to pay an officer's or director's litigation expenses
in advance of a proceeding's final disposition, and provides that rights arising
under an indemnity  agreement or bylaw provision may continue as to a person who
has ceased to be a director or officer.                                         

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.                  

ITEM 8.  EXHIBITS.                                                              

Exhibit Index located at Page 6.                              

ITEM 9.  UNDERTAKINGS.                                                          

(a) The undersigned Registrant hereby undertakes:                     

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:                

               (i) To include any prospectus required by Section 10(a) (3)of the
Securities Act of 1933;                                                         

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               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)which,  individually  or  in  the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;                                                                      

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;          

provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports filed by the  Registrant  pursuant to Section 13 or Section 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.                                                         

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.                                                          

          (3)  To  remove  from  registration  by  means  of a  post-  effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.                                                    

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.      

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.                                                     

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SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Fountain  Hills,  and the  State  of  Arizona,  on
December 9, 2002.                                                               

                     Coronado Industries, Inc.

                By /s/ Gary R. Smith
                                 -------------------------------
                       Gary R. Smith
                   President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.                                           

Capacity In   
Signature                  Which Executed                      Date   
---------                  --------------                      ----   

/s/ Gary R. Smith             President, Treasurer              December 9, 2002
----------------------------  (Principal Financial and                          
Gary R. Smith             Accounting Officer); Director                 

/s/ G. Richard Smith          Chairman (Chief Executive         December 9, 2002
----------------------------  Officer) and Secretary;                           
G. Richard Smith          Director                                      

Director            
---------------------------                                                     
John T. LiVecchi                                                        

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 EXHIBIT INDEX

Exhibit                                                                         
Number                           Description                   Method Of Filing 
-------                          -----------                   ---------------- 
4.1      Letter to Employees re: Employee and Consultants                     
  2002-C Compensation Plan                                     *

5        Opinion rendered by Michael K. Hair, P.C.,                  (1)      
counsel for the Registrant (including consent)              

23.1      Consent of Accountants                                       *        

23.2      Consent of Counsel                                          (1)       

--------                                                                        
*  Filed herewith                                                               
(1) Previously filed with the Commission on December 2, 2002.                   

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		12/10/02
		12/9/02		1		6
		12/2/02		7					S-8
		11/15/02		3
		11/7/02		2
		12/31/01		3		4			10KSB40
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