Form 10SB12G Home System Group

What is Form 10SB12G?
  • Accession No.: 0001096906-02-000317 Act: 34 File No.: 000-49770 Film No.: 02625595
  • CIK: 0001172319
  • Submitted: 2002-04-30

10SB12G TXT

coronation10sb12g.txt

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

                                   Form 10-SB

                 GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                             SMALL BUSINESS ISSUERS

        Under Section 12(b) or (g) of the Securities Exchange Act of 1934



                          Coronation Acquisition Corp.
                         ------------------------------
                 (Name of Small Business Issuer in its charter)




        Nevada                        5810                       88-0442833
        ------                        ----                       ----------
(State or jurisdiction     (Primary Standard Industrial       (I.R.S. Employer
  of incorporation or       Classification Code Number)      Identification No.)
     organization)


                    P.O. Box 741, Bellevue, Washington 98009
                   ------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (425) 453-0355



 Securities to be registered under Section 12(b) of the Securities Act of 1933:

                                      None
                                      ----

 Securities to be registered under Section 12(g) of the Securities Act of 1933:

                   Common Stock, $0.00001 par value per share
                   ------------------------------------------
                                (Title or class)







<PAGE>

<TABLE>
<CAPTION>


                                     TABLE OF CONTENTS
                                     -----------------
                                                                                      PAGE

<S>      <C>                                                                          <C>
PART I   ................................................................................1
         ITEM 1. DESCRIPTION OF BUSINESS.................................................1
                  Business Development...................................................1
                  Risk Factors...........................................................1
         ITEM 2. PLAN OF OPERATION.......................................................4
                  General Business Plan..................................................4
                  Evaluation of Acquisition Opportunities................................6
                  Competition............................................................7
                  Employees..............................................................7
                  Federal Tax Implications...............................................8
                  Securities Law Implications............................................8
                  Indemnification........................................................8
         ITEM 3. DESCRIPTION OF PROPERTY.................................................9
         ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..........9
                  Principle Stockholders.................................................9
         ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
                  OFFICERS AND DIRECTORS.................................................9
                  Other Blank Check Offerings...........................................10
                  Conflicts of Interest.................................................10
                  Investment Company Act of 1940........................................11
                  Investment Advisor Act of 1940........................................11
         ITEM 6. EXECUTIVE COMPENSATION.................................................11
         ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........................12
         ITEM 8. DESCRIPTION OF SECURITIES..............................................12
                  Common Stock..........................................................12
                  Transfer Agent........................................................12

PART II  ...............................................................................12
         ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...............12
                  Dividend Policy.......................................................13
                  Penny Stock...........................................................13
         ITEM 2. LEGAL PROCEEDINGS......................................................13
         ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE..................................................14
         ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES................................14
         ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS..............................14

PART F/S ...............................................................................15
         UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2002 AND 2001.........................16
         AUDITED FINANCIAL STATEMENTS DECEMBER 31, 2001 AND 2000........................24

PART III ...............................................................................33
         ITEM 1.  INDEX TO EXHIBITS.....................................................33

</TABLE>


<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS
-------------------------------

Business Development
--------------------

Coronation Acquistion Corp. ("Coronation"), was incorporated on February 9, 2000
in the State of Nevada, to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. Pursuant to
the Articles of Incorporation, Coronation is authorized to issue 100,000,000
shares of Common Stock at $0.00001 par value. Each holder of the Common Stock
shall be entitled to one vote for each share of Common Stock held. As of April
26, 2002, there are 5,000,000 shares of Common Stock outstanding.

Coronation has been in the developmental stage since inception and has no
operations to date. Other than issuing shares to its shareholders, Coronation
never commenced any operational activities. As such, Coronation can be defined
as a "shell" or "blank check" company, whose sole purpose at this time is to
locate and consummate a merger or acquisition with a private entity. The Board
of Directors of Coronation has elected to commence implementation of
Coronation's principal business purpose, described below under "ITEM 2 - PLAN OF
OPERATION".

Coronation is filing this registration statement on a voluntary basis because
the primary attraction of Coronation as a merger partner or acquisition vehicle
will be its status as a reporting public company. Any business combination or
transaction may potentially result in a significant issuance of shares and
substantial dilution to present stockholders of Coronation.

The proposed business activities described herein classify Coronation as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Harry Miller, the primary shareholder of Coronation, has
expressed his intention that he has no plan to sell his respective shares of
Coronation's common stock until such time as Coronation has successfully
consummated a merger or acquisition and Coronation is no longer classified as a
"blank check" company, and he has also expressed his intention not to sell his
shares unless the shares are subsequently registered or if an exemption from
registration is available.

Risk Factors
------------

Coronation Has No Operating History That Can Be Used to Evaluate its Future
Business Prospects. Coronation was incorporated in the state of Nevada on
February 9, 2000. Coronation has had no operating history nor any revenues or
earnings from operations since inception. Coronation has little or no tangible
assets or financial resources. Coronation will, in all likelihood, continue to
sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in Coronation incurring
a net operating loss which will increase continuously until Coronation can
consummate a business combination with a profitable business opportunity.

There Is No Assurance That Coronation's Proposed Operations Will Be Successful.
The success of Coronation's proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
business opportunity. While management intends to seek business combination(s)
with entities having established operating histories, there can be no assurance
that Coronation will be successful in locating candidates meeting such criteria.
In the event Coronation completes a business combination, of which there can be
no assurance, the success of Coronation's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond Coronation's control.. There is no assurance that Coronation can
identify such a business opportunity and consummate such a business combination.
Coronation's sole officer and director does not have any direct experience with
black check companies or related transactions. Coronation has not made any
attempts to negotiate or consummate a merger with, or acquisition of, a private
company.


                                  Page 1 of 52

<PAGE>



State Blue Sky Registration Laws Will Restrict the Resales of the Coronation's
Stock. Transferability of the shares of Common Stock of Coronation is very
limited because a significant number of states have enacted regulations pursuant
to their securities or so-called "blue sky" laws restricting or, in many
instances, prohibiting, the initial sale and subsequent resale of securities of
"blank check" companies such as Coronation within that state. In addition, many
states, while not specifically prohibiting or restricting "blank check"
companies, would not register the securities of Coronation for sale or resale in
their states. Because of these regulations, Coronation currently has no plan to
register any securities of Coronation with any state. To ensure that any state
laws are not violated through the reales of the securities of Coronation,
Coronation will refuse to register the transfer of any securities of Coronation,
to residents of any state, which prohibit such resale or if no exemption is
available for such resale. It is not anticipated that a secondary trading market
for Coronation's securities will develop in any state until subsequent to
consummation of a Business Combination, if at all.

Coronation Will Face Scarcity of and Competition for Business Opportunities and
Combinations and as a Result May Never Complete a Merger or Acquisition.
Coronation is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for
Coronation. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than Coronation and,
consequently, Coronation will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, Coronation will also compete in seeking merger or
acquisition candidates with numerous other small public companies.

Coronation Has Not Entered into an Agreement for a Specific Business Combination
or Other Transaction and May Never be Successful in Finding or Concluding Such
an Agreement. Coronation has no arrangement, agreement or understanding with
respect to engaging in a merger with, joint venture with or acquisition of, a
private or public entity. There can be no assurance Coronation will be
successful in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by Coronation.
There is no assurance Coronation will be able to negotiate a business
combination on terms favorable to Coronation. Coronation has not established a
specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target business opportunity
to have achieved, and without which Coronation would not consider a business
combination in any form with such business opportunity. Accordingly, Coronation
may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.

Mr. Miller, Our Sole Director and Officer, Will Only Devote Part Time Efforts to
Coronation Due to His Involvement in Other Business Interests Which May Further
Limit Our Likelihood of Success. While seeking a business combination, Harry
Miller, President of Coronation anticipates devoting up to ten hours per month
to the business of Coronation. Harry Miller will be the only person responsible
in conducting the day to day operations of Coronation including searches,
evaluations, and negotiations with potential merger or acquisition candidates.
Coronation has not entered into any written employment agreement with Harry
Miller and is not expected to do so in the foreseeable future. Coronation has
not obtained key man life insurance on Harry Miller. The loss of the services of
Harry Miller would adversely affect development of Coronation's business and its
likelihood of continuing operations.
See "ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."

Black Gardenia's May Have Potential Business Conflict of Interests with Other
Companies Formed by Mr. Miller, the Resolution of Which May Not Necessarily Be
Favorable to Us. Harry Miller may in the future participate in business ventures
which could be deemed to compete directly with Coronation. Harry Miller is
serving as an officer and director of one other blank check company, Black
Gardenia Corp. Additional conflicts of interest and non-arms length transactions
may also arise in the future in the event Coronation's current and future
officers or directors are involved in the management of any company with which
Coronation transacts business. Management has adopted a policy that Coronation
will not seek a merger with, or acquisition of, any entity in which management
serve as officers, directors or partners, or in which they or their family
members own or hold any ownership interest.


                                  Page 2 of 52

<PAGE>



Our Lack of Market Research or Marketing Organization Could Adversely Affect Our
Ability to Successfully Find and Conclude a Merger or Acquisition. Coronation
has neither conducted, nor have others made available to it, results of market
research indicating that market demand exists for the transactions contemplated
by Coronation. Moreover, Coronation does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by Coronation, there is no assurance
Coronation will be successful in completing any such business combination.

Coronation Will Face Significant Legal Requirements That Have the Potential to
Subject Us to Substantial Liability and Increase Our Costs of Doing Business if
It is Characterized as an Investment Company. Although Coronation will be
subject to regulation under the Securities Exchange Act of 1934, management
believes Coronation will not be subject to regulation under the Investment
Company Act of 1940, insofar as Coronation will not be engaged in the business
of investing or trading in securities. In the event Coronation engages in
business combinations which result in Coronation holding passive investment
interests in a number of entities, Coronation could be subject to regulation
under the Investment Company Act of 1940. In such event, Coronation would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. Coronation has obtained no formal
determination from the Securities and Exchange Commission as to the status of
Coronation under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject Coronation to material adverse consequences.

The Successful Completion of a Merger or Acquisition Transaction Will Likely
Result in a Change in Control And Our Current Management Will Not Have Any Power
to Influence Coronation after a Consummated Merger or Acquisition Transaction. A
business combination involving the issuance of Coronation's Common Shares will,
in all likelihood, result in shareholders of a private company obtaining a
controlling interest in Coronation. Any such business combination may require
management of Coronation to sell or transfer all or a portion of Coronation's
Common Shares held by them, or resign as members of the Board of Directors of
Coronation. The resulting change in control of Coronation could result in the
removal of Harry Miller and a corresponding reduction in or elimination of his
participation in the future affairs of Coronation.

Black Gardenia May Face Significant Delays and Disadvantages if it Embarks Upon
a Blank Check Offering Prior to Completion of A Merger or Acquisition.
Coronation may enter into a business combination with an entity that desires to
establish a public trading market for its shares. A business opportunity may
attempt to avoid what it deems to be adverse consequences of undertaking its own
public offering by seeking a business combination with Coronation. Such
consequences may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders and the inability or unwillingness
to comply with various federal and state laws enacted for the protection of
investors.

Taxation Concerns May Influence Whether an Future Identified Business
Opportunity Proceeds. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination Coronation may
undertake. Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. Coronation intends to structure any business combination so as to
minimize the federal and state tax consequences to both Coronation and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax- free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non- qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both parties to the
transaction.

Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Section 13 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), require companies subject thereto to provide certain
information about significant acquisitions, including certified financial
statements for Coronation acquired, covering one, two or three years, depending
on the relative size of the acquisition. The time and additional costs that may
be incurred by some target entities to prepare such statements may preclude
consummation of an otherwise desirable acquisition by Coronation. Acquisition
prospects that do not have or are unable to obtain the required audited
financial statements may not be appropriate for acquisition so long as the
reporting requirements of the Securities Exchange Act of 1934 are applicable.

                                  Page 3 of 52

<PAGE>



ITEM 2. PLAN OF OPERATION
-------------------------

Coronation intends to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.
Coronation has no particular acquisitions in mind and has not entered into any
negotiations regarding such an acquisition. None of Coronation's officers,
directors, promoters or affiliates have engaged in any preliminary contact or
discussions with any representative of any other company regarding the
possibility of an acquisition or merger between Coronation and such other
company as of the date of this registration statement.

General Business Plan
---------------------

Coronation's purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived advantages of
a Securities Exchange Act of 1934 registered corporation. Coronation will not
restrict its search to any specific business, industry, or geographical location
and Coronation may participate in a business venture of virtually any kind or
nature. This discussion of the proposed business is purposefully general and is
not meant to be restrictive of Coronation's virtually unlimited discretion to
search for and enter into potential business opportunities. Coronation may seek
a business opportunity with entities which have recently commenced operations,
or which wish to utilize the public marketplace in order to raise additional
capital in order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes. Coronation may acquire
assets and establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.

Mr. Miller intends to contact a number of broker-dealers, investment bankers,
venture capitalist and other members of the financial community likely to find
Coronation a suitable vehicle capable of meeting the needs of their clients,
associates and contacts. Coronation cannot be sure that Mr. Miller's efforts
will in fact result in Coronation being presented with any privately-held
companies seeking to consummate a reverse merger/acquisition transaction. To
date, Coronation has not been approached and has not approached any person or
entity with regard to any specific proposed reverse merger/acquisition
transaction.

Coronation anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
companies seeking the perceived benefits of a publicly registered corporation.
Such perceived benefits may include:

     o    Providing   increased   liquidity  for  its  existing  principals  and
          stockholders.
     o    Facilitating  or  improving  the  terms  on  which  additional  equity
          financing may be sought.
     o    Creating an "alternative currency" (i.e., publicly traded shares) that
          can be used for acquisitions.
     o    Providing  increased  liquidity  for  incentive  stock option plans or
          similar  employee  benefit  plans in order to  attract  and retain key
          employees.
     o    Providing an exit mechanism or retirement strategy for its owners.

Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

Coronation has, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets which
going public via an initial public offering would provide. There is, however,
significant other benefits to going public through a merger or acquisition
transaction with a blank check company such as ours as opposed to an initial
public offering which management believes will make Coronation attractive to a
potential merger or acquisition candidate, such as:

     o    The  costs are  significantly  less  than the  costs  required  for an
          initial public offering.
     o    The time required to complete a merger or acquisition transaction with
          a blank check company is considerably  less than for an initial public
          offering.

                                  Page 4 of 52

<PAGE>



     o    Additional  risks are involved in an initial  public  offering in that
          the initial public offering may be withdrawn due to an unstable market
          condition even after most of the up-front costs have been expended.
     o    Initial public offerings  generally require greater attention from top
          management.
     o    While  an  initial  public  offering  requires  a  business  to have a
          relatively long and stable earnings  history,  the lack of an earnings
          history  does  not  normally  keep  a   privately-held   company  from
          completing  a merger or  acquisition  transaction  with a blank  check
          company.
     o    The privately-held company does not require an underwriter.
     o    There is less dilution of ownership control.

The owners of the business opportunities will, however, incur significant legal
and accounting costs in connection with acquisition of a business opportunity,
including the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and
related reports and documents. The Securities Exchange Act of 1934, specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the
Securities Exchange Act of 1934. Nevertheless, the officers and directors of
Coronation have not conducted market research and are not aware of statistical
data which would support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.

Mr. Miller has limited experience in managing companies similar to Coronation
and shall rely upon his own efforts in accomplishing the business purposes of
Coronation. It is not anticipated that any outside consultants or advisors will
be utilized by Coronation to effectuate its business purposes described herein.
However, if Coronation does retain such an outside consultant or advisor, any
cash fee earned by such party will need to be paid by the prospective
merger/acquisition candidate, as Coronation has no cash assets with which to pay
such obligation. There have been no contracts or agreements with any outside
consultants and none are anticipated in the future.

Management believes that any transaction whether a merger or acquisition that
Coronation is most likely to engage in with a privately-held company will
require Coronation to issue a substantial majority of its voting common stock to
the owners of a privately-held company in exchange for all of their shares held
in the privately-held company. The transaction will effectively result in the
owners and management of the privately-held business having actual or effective
operating control of Coronation, with the existing stockholder of Coronation
continuing only as minority passive investor. This type of transaction is
popularly known as a "reverse merger" or "reverse acquisition." It is referred
to as a reverse merger or reverse acquisition because, although for legal
purposes, Coronation will acquire the privately-held company, the transaction
can be viewed as if Coronation has been acquired by the privately-held company
due to the fact that the former owners of the privately-held company will own a
substantial majority of Coronation's voting common stock after the transaction.

The Securities and Exchange Commission considers a reverse merger/acquisition
transaction to be a capital transaction in substance, rather than a business
combination. That is, the transaction will be equivalent to the issuance of
stock by the privately-held company for the net monetary assets of Coronation,
accompanied by a recapitalization. As a result, the post-reverse
merger/acquisition comparative historical financial statements for Coronation
will be those of the privately-held company, with appropriate footnote
disclosure concerning the changes in the capital structure of the privately-held
company effected at the reverse merger/acquisition transaction date.

It is anticipated that Coronation will incur nominal expenses in the
implementation of its business plan described herein. Because Coronation has no
capital with which to pay these anticipated expenses, Harry Miller has agreed to
pay these charges with his personal funds. Any monies loaned to Coronation by
Mr. Miller will be unsecured and non- interest bearing. We expect that any loans
made to us by Mr. Miller will be repaid from cash generated from our operations
after we have merged or acquired a privately held company. Mr Miller has agreed
that the repayment of any loans made by him to Coronation will not impede, or be
made conditional in any manner, to consummation of a proposed transaction.


                                  Page 5 of 52

<PAGE>



Evaluation of Acquisition Opportunities
---------------------------------------

Management of Coronation intends to request that we be provided with written
materials regarding the privately-held company, prior to considering a reverse
merger/acquisition transaction with that company. Coronation will request such
items as:

     o    a description of products,  service and company history;  o management
          resumes;
     o    audited financial information;
          -------
     o    available  projections  with related  assumptions  upon which they are
          based;
     o    an explanation of proprietary products and services;
     o    evidence of existing  patents,  trademarks  or service marks or rights
          thereto;
     o    present and proposed forms of compensation to management;
     o    a description of transactions  between the privately-held  company and
          its affiliates during relevant prior periods;
     o    a description of present and required facilities;
     o    an analysis of risks and competitive conditions;
     o    a financial plan of operation and estimated capital requirements;
     o    audited financial statements; and
     o    other information deemed relevant.

Mr. Miller will endeavour to personally meet with management and key personal of
companies which are a serious candidate for concluding a reverse merger or
acquisition. Coronation will also attempt to obtain independent analysis or
verification of certain information provided, check references of management and
key personnel, and take other reasonable investigative measures, to the extent
of Coronation's limited financial resources. Coronation will not acquire or
merge with any company for which current audited financial statements cannot be
obtained prior to or within a reasonable period of time after closing of the
proposed transaction.

Mr. Miller intends to take into consideration the following factor when
analyzing a company for its potential as a reverse merger/acquisition candidate:

     o    Potential for growth, indicated by new technology, anticipated market
          expansion or new products.
     o    Competitive position as compared to other companies of similar size
          and experience within the privately-held company's industry segment as
          well as within the industry as a whole.
     o    Strength and diversity of management, either in place or scheduled for
          recruitment.
     o    Capital requirements and anticipated availability of required funds,
          to be provided by us or from operations, through the sale of
          additional securities, through joint ventures or similar arrangements
          or from other sources.
     o    The extent to which the business of the privately-held company can be
          advanced.
     o    The regulatory environment within the privately-held company's
          industry.
     o    The market performance of equity securities of similarly situated
          companies in the privately-held company's industry.
     o    Reputation of owners, principals and/or managers for complying with
          and not violating federal and/or state securities laws.

The time, effort and expense required to evaluate a privately-held company for a
reverse merger/acquisition transaction with Coronation and to effectuate such a
transaction cannot be predicted with any degree of accuracy. Coronation does not
have any full-time employees and Mr. Miller, the sole unpaid employee of
Coronation, is not required to devote any specific amount of time to the
business of Coronation.

Coronation does not intend to merge with or acquire a business or company in
which Mr. Miller has directly or indirectly, an ownership interest.


                                  Page 6 of 52

<PAGE>



Competition
-----------

We will compete with other blank check companies that have a business objective
similar to ours. Some of our competitors are the remains of failed or
discontinued businesses. As failed or discontinued businesses, these blank check
companies have ceased their day-to-day operations but have maintained their
public corporate structure. Some of our competitors are blank check companies
that publicly distributed shares under Rule 419 of the Securities Exchange Act
of 1934. Some of our competitors file reports with the Securities and Exchange
Commission, and some do not. Some of our competitors have securities that trade
in the over-the-counter securities markets, and some do not.

We believe that the principal competitive factors in our business may be
summarized as follows:

      Speed in Completing        Blank check companies that are able to
               Transaction       consummate  merger or acquisition transactions
                                 quickly are more attractive to owners of
                                 privately-held companies than those blank
                                 check companies that must move more slowly to
                                 consummate a transaction.

      Control                    Status Blank check companies that can offer
                                 a controlling interest to the owners of a
                                 privately-held company are more attractive
                                 than blank check companies that cannot
                                 implement a change in control.

      Trading                    Status Blank check companies that are listed
                                 for trading or eligible for immediate
                                 listing are generally more attractive than
                                 blank check companies that will be required
                                 to pursue a listing at a future date.

      Available                  Resources Blank check companies that have
                                 available resources, particularly cash
                                 resources, are generally more attractive
                                 than blank check companies that have no
                                 available resources.

      Prior                      Operations Blank check companies that have
                                 no prior operations are generally more
                                 attractive than blank check companies that
                                 have prior operations and the potential for
                                 contingent liabilities.

      Stock                      Distribution Blank check companies that have
                                 a substantial number of existing
                                 stockholders and a relatively even
                                 distribution of stock ownership are
                                 generally more desirable than blank check
                                 companies that have a small number of
                                 stockholders, or a few stockholders who
                                 control large blocks of stock.

We believe Coronation will remain an insignificant participant among the
companies which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than
Coronation. In view of Coronation's combined extremely limited financial
resources and limited management availability, Coronation will continue to be at
a significant competitive disadvantage compared to Coronation's competitors.

Employees
---------

Coronation has no full time or part time employees. Harry Miller has agreed to
allocate a portion of his time to the activities of Coronation, without
compensation. Coronation anticipate that the business plan of Coronation can be
implemented through the efforts of Harry Miller, President of Coronation,
devoting up to 5% of his work week to the business affairs of Coronation,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officer. See "ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS."


                                  Page 7 of 52

<PAGE>



Harry Miller is currently involved with one other "blank check" company. Harry
Miller may, in the future, become involved with other companies who have a
business purpose similar to that of Coronation. As a result, additional
potential conflicts of interest may arise in the future.

See "ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."

Federal Tax Implications
------------------------

The reverse merger/acquisition transaction that we are expected to engage in
with a privately-held company will involve the sale or exchange of our voting
common stock for the stock of the privately-held company held by its owners.

Generally, gains from the sale or exchange of stock are subject to federal
taxation. However, the Internal Revenue Code allows tax-free treatment for
certain types of corporate acquisition transactions. The theory behind
permitting corporate acquisitions without imposition of tax lies in the
assumptions that the acquiring corporation will substantially continue the
business of the acquired corporation and that the owners of the acquired
corporation will retain an ownership interest in the acquirer. Neither the
corporations nor their shareholders will be subject to tax if these assumptions
are indeed facts since the transaction will be viewed as a continuation of the
business in a modified form by substantially the same owners rather than the
sale of a business to an unrelated party. For purposes of tax law alone, the
various forms of tax-free acquisitions are referred to as "reorganizations."

Management believes that the owners of a privately-held company will find
Coronation to be an attractive merger or acquisition partner if the merger or
acquisition transaction that Coronation effectuate is designed so as to
constitute a tax-free reorganization. Therefore, Coronation will endeavor to
structure the reverse merger/acquisition transaction to meet the tax-free
reorganization provisions of Section 368(a)(1) or Section 351 of the Internal
Revenue Code. To meet the requirements of Section 368(a)(1) or Section 351 of
the Internal Revenue Code, it will probably be necessary for Coronation to issue
to the owners of the privately-held business 80% or more of the voting common
stock of Coronation

Management expects that Coronation will be successful in structuring a reverse
merger/acquisition transaction with a privately-held company as a
reorganization. As such, management believes that the exchange of stock in a
privately-held company which is held by its owners for stock in Coronation will
be exempt from taxation by the Internal Revenue Code.

Securities Law Implications
---------------------------

Management anticipates that when securities of Coronation are issued to the
owners of an acquired privately-held company, these securities will be issued in
reliance on exemptions from registration under applicable federal and state
securities laws. In some circumstances, however, as a negotiated element of the
reverse merger/acquisition transaction, Coronation may agree to register such
securities either at the time the transaction is closed, under certain
conditions, or at specified times thereafter.

Indemnification
---------------

Coronation shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of Coronation, or served any other enterprise as director,
officer or employee at the request of Coronation. The Board of Directors, in its
discretion, shall have the power on behalf of Coronation to indemnify any
person, other than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he/she is or was an employee of
Coronation.

See PART II, "ITEM 5 - INDEMNIFICATION OF DIRECTORS AND OFFICERS."


                                  Page 8 of 52

<PAGE>



ITEM 3. DESCRIPTION OF PROPERTY.
-------------------------------

Coronation currently maintains a mailing address at P.O. Box 741, Bellevue,
Washington 98009, which is the mailing address of its President. Coronation pays
no rent for the use of this mailing address. Coronation does not believe that it
will need to maintain an office at any time in the foreseeable future in order
to carry out its plan of operations described herein.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
----------------------------------------------------------------------

Principle Stockholders
----------------------

The following table sets forth certain information as of April 26, 2002
regarding the beneficial ownership of Coronation's Common Stock by (i) each
stockholder known by Coronation to be the beneficial owner of more than 5% of
Coronation's Common Stock, (ii) by each Director and executive officer of
Coronation and (iii) by all executive officer and Directors of Coronation as a
group. Each of the persons named in the table has sole voting and investment
power with respect to Common Stock beneficially owned.


--------------------------------------------------------------------------------
Name and Address                  Amount and Nature of                Percent of
of Beneficial Owner             Beneficial Ownership (1)                 Class
--------------------------------------------------------------------------------
Harry Miller                            5,000,000                         100%
Bellevue, WA               (Restricted securities as defined in
                               the Securities Act of 1933)
All officers and directors              5,000,000                         100%
as a group (1 person).     (Restricted securities as defined in
                               the Securities Act of 1933)
--------------------------------------------------------------------------------
Notes:
1.   Unless otherwise indicated, the named party is believed to have sole
     investment and voting control of the shares set forth in the above table.
--------------------------------------------------------------------------------

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OFFICERS
-----------------------------------------------------------------------------
AND DIRECTORS
-------------

Our sole director and executive officer and his age as of the date of this
prospectus is set forth below:

         Name               Age          Position
         ----               ---          --------
         Harry Miller       67           President, Chief Executive Officer,
                                         Secretary, Treasurer & Director

Coronation intends to recruit and appoint additional directors and officers as
needed who have the requisite complement of skills to successfully implement the
mandate of Coronation. Currently Coronation has no employees other than those
cited above. Coronation will recruit employees as Coronation grows and develops.

Harry Miller, is the President, Chief Executive Officer, Secretary and Treasurer
of Coronation. Mr. Miller brings years of experience in starting new enterprises
having spent the last thirty years in forming many companies and providing
consulting services to a variety of businesses. Many of these companies were in
the medical products and health care industries. Currently he is associated with
Eastside Mortgage, LLC. of Bellevue, Washington where he maintains a real estate
license and analyzes funding proposals, primarily construction loans for his
investment portfolio and that of the principal of the firm. In 1991, Mr. Miller
established Solar Health Care of Florida investing in the Medicaid HMO industry.
As CEO, Mr. Miller developed the business plan of Coronation that included
leasing office space, preparing and filing the complex application to the state,
hiring staff and negotiating the purchase of an

                                  Page 9 of 52

<PAGE>



existing HMO. During the subsequent five year period, Mr. Miller entered into a
contractual arrangement to provide medical care to over 8,000 patients. At the
end of his tenure intense competitive pressures caused the company to be wound
up.. Mr. Miller is concurrently the President, Chief Executive Officer,
Secretary and Treasurer of Black Gardenia Corp., a second blank check company;
Medina Coffee, Inc., a development stage specialty coffee cart company; and
DentalServ.Com, a development stage company focussed on providing management
software to dental offices.

Mr. Miller serves as President and Director of Black Gardenia Corp. which may
also be characterized as a blank check company.

Mr. Miller is Coronation's only promoter.

Other Blank Check Offerings
---------------------------

Mr. Harry Miller is involved in one other blank check Company called Black
Gardenia Corp. This company is at the same stage as Coronation and has not
identified or entered into any negotiations with a potential merger or
acquisition candidate.

Conflicts of Interest
---------------------

Our proposed business raises potential conflicts of interest between us and our
sole officer and director, Harry Miller. We have been formed for the purpose of
locating suitable business opportunities in which to participate. Mr. Miller
will not be devoting his full time to us. Further, he is engaged in various
other business activities such as Eastside Mortgage, LLC. and the development of
the business ventures of Medina Coffee, Inc. and DentalServ.Com. From time to
time, in the course of such other activities, Mr. Miller may become aware of
acquisition or merger opportunities and may be faced with the issue of whether
to involve us in such opportunities.

It is our position that Mr. Miller is generally required to bring business
opportunities to us insofar as they relate to business opportunities in which we
have expressed an interest. Because our business is to locate a suitable
business to merge with or acquire, we believe that Mr. Miller is required to
bring any merger or acquisition opportunities to us. Potential conflicts may
arise if Mr. Miller does not disclose to us potential merger or acquisition
opportunities that he may become aware of while participating in business
activities unrelated to us.

Mr. Miller may organize other companies as blank check companies in the future
and offer their securities to the public. Mr. Miller may have conflicts in the
event that another blank check company that he is associated with is actively
seeking the acquisition of businesses that are identical or similar to those
that we may seek, should we complete this offering.

In order to deal with any potential conflicts of interests that may develop
between us and any other blank check companies that Mr. Miller may become
associated with, we have adopted the following guidelines:

          (1)  A conflict will not be present as between us and another blank
               check company associated with Mr. Miller if, before we begin
               seeking acquisition or merger opportunities, such other blank
               check company:
               (a)  enters into any understanding, arrangement or contractual
                    commitment to participate in, or acquire, any business; and
               (b)  ceases its search for additional businesses identical or
                    similar to those we may seek.

          (2)  A conflict will not be present to the extent that potential
               business opportunities are appropriate for us but not for another
               affiliated blank check company affiliated with Mr. Miller (or
               vice versa), because of such factors as the difference in working
               capital available to us.

          (3)  If, at any time we and any other companies associated with Mr.
               Miller are simultaneously seeking business opportunities, Mr.
               Miller may face the conflict of whether to submit a potential
               business

                                  Page 10 of 52

<PAGE>



               acquisition to us or to such other companies. In the event that
               an opportunity is appropriate to both us and another blank check
               company associated with Mr. Miller, it has been determined that
               Mr. Miller will first offer such opportunity to that entity that
               first closed the sale of its securities.

We have established no other guidelines or procedures for resolving potential
conflicts.

Our President, Harry Miller, may be compensated in form of shares of common
stock of Coronation upon completion of an acquisition or merger. It is possible
that such compensation may become a factor in negotiations and present conflict
of interest. Harry Miller will use his best efforts to resolve equitably any
conflicts that might result during negotiations for an acquisition or merger.

There are no agreements or understandings for Harry Miller to resign at the
request of another person and that Harry Miller is not acting on behalf of or
will act at the direction of any other person except at the time of the
acquisition or merger and at the request of the controlling persons of the
acquisition or merger candidate. We expect that the controlling persons of the
acquisition or merger candidate will ask all of the current Officers and
Directors to resign at the time of the acquisition or merger because they will
become controlling persons of Coronation.

Investment Company Act of 1940
------------------------------

Although we will be subject to regulation under the Securities Act of 1933 and
the Securities Exchange Act of 1934, we believe Coronation will not be subject
to regulation under the Investment Company Act of 1940 insofar as we will not be
engaged in the business of investing or trading in securities. In the event that
we engage in business combinations which result in Coronation holding passive
investment interests in a number of entities, we could be subject to regulation
under the Investment Company Act of 1940. In such event, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination from
the Securities and Exchange Commission as to the status of Coronation under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject us to material adverse consequences. Coronation presently desires
to be exempt from the Investment Company Act of 1940 via Regulation 3a-2
thereto.

Investment Advisor Act of 1940
------------------------------

We are not an "investment adviser" under the Federal Investment Adviser Act of
1940, which classification would involve a number of negative considerations.
Accordingly, we will not furnish or distribute advice, counsel, publications,
writings, analysis or reports to anyone relating to the purchase or sale of any
securities within the language, meaning and intent of Section 2(a)(11) of the
Investment Adviser Act of 1940, 15 U.S.C.

ITEM 6. EXECUTIVE COMPENSATION.
------------------------------

Coronation's sole officer and director has not received any compensation for his
services rendered to Coronation since inception. Harry Miller has agreed to act
without compensation until authorized by the Board of Directors, which is not
expected to occur until Coronation has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this registration
statement, Coronation has no funds available to pay Harry Miller. Further, Harry
Miller is not accruing any compensation pursuant to any agreement with
Coronation.

It is possible that, after Coronation successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain Mr. Miller for the purposes of providing services to the surviving
entity, or otherwise provide other compensation to Mr. Miller. However,
Coronation has adopted a policy whereby the offer of any post-transaction
remuneration to members of management will not be a consideration in
Coronation's decision to undertake any proposed transaction.

Coronation may also compensate Harry Miller, President of Coronation shares of
Common Stock of Coronation for his services in connection with completion of an
acquisition or merger. Coronation does not intend to compensate any other
individual or consultants in connection with completion of an acquisition or
merger.

                                  Page 11 of 52

<PAGE>



No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by Coronation for the benefit of its
employees.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
------------------------------------------------------

We were formed on February 9, 2000. On February 15, 2000, we issued 5,000,000
shares of our common stock to Harry Miller, for an aggregate purchase price of
$500. Harry Miller, is our President, Chief Financial Officer, Secretary, and a
director.

As of April 26, 2002, Harry Miller has loaned us $290. This loan is unsecured,
is due on demand and does not bear interest.

There have been no other related party transactions, or any other transactions
or relationships required to be disclosed pursuant to Item 404 of Regulation
S-B.

ITEM 8. DESCRIPTION OF SECURITIES.
---------------------------------

Our authorized capital stock consist of 100,000,000 shares of $0.00001 par value
common stock. As of April 26, 2002, there were 5,000,000 shares of common stock
issued to one stockholder of record.

The following summarizes the important provisions of our capital stock. For more
information about our capital stock, please see the copy of our articles of
incorporation and bylaws that have been filed as exhibits to the registration
statement of which this prospectus is a part.

Common Stock
------------

Each share of our common stock entitles the holder to one vote on all matters
submitted to a vote of the shareholders. The holders of common stock are
entitled to receive dividends, when, as and if declared by the Board of
Directors, in its discretion, from funds legally available therefor. We do not
currently intend to declare or pay cash dividends in the foreseeable future, but
rather intend to retain any future earnings to finance the expansion of our
businesses. If we liquidate or dissolve, the holders of our common stock are
entitled to share ratably in our assets, if any, legally available for
distribution to shareholders after the payment of all of our debts and
liabilities and payment of the liquidation preference of any outstanding shares
of preferred stock.

Our common stock has no preemptive rights and no subscription, redemption or
conversion privileges. Our common stock does not have cumulative voting rights,
which means that the holders of a majority of the outstanding shares of our
common stock voting for the election of directors can elect all members of the
Board of Directors. A majority vote is also sufficient for other actions that
require the vote or concurrence of shareholders

Transfer Agent
--------------

Nevada Agency and Trust has been appointed the transfer agent of our common
stock.


                                     PART II

ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
----------------------------------------------------------------

Coronation's Common Stock has never been traded. It is unlikely that
Coronation's stock will be accepted for trading on any exchange or quotation
system until completion of a merger or acquisition. It is likely if any such
trading market developed it would be on one the over the counter markets and be
considered a "penny stock". There is no assurance that a trading market will
ever develop or, if such a market does develop, that it will continue.

As of April 26, 2002, the number of holders of Coronation's Common Stock was
one.

                                  Page 12 of 52

<PAGE>



Dividend Policy
---------------

Coronation has not paid any cash dividends on its Common Stock and presently
intends to continue a policy of retaining earnings, if any, for reinvestment in
its business.

Penny Stock
-----------

Until Coronation's shares qualify for inclusion in the NASDAQ system, the
trading of Coronation's securities, if any, will be in the over-the-counter
markets which are commonly referred to as the "pink sheets" or on the OTC
Bulletin Board. As a result, an investor may find it more difficult to dispose
of, or to obtain accurate quotations as to the price of the securities offered.

Effective August 11, 1993, the Securities and Exchange Commission adopted Rule
15g-9, which established the definition of a "penny stock," for purposes
relevant to Coronation, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer approve a person's
account for transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and objectives of the
person; and (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

The National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has recently made changes in the criteria for continued
NASDAQ eligibility. In order to continue to be included on NASDAQ, a company
must maintain $2,000,000 in net tangible assets or $35,000,000 in market
capitalization or $500,000 net income in latest fiscal year or 2 or last 3
fiscal years, a $1,000,000 market value of its publicly-traded securities and
500,000 shares in public float. In addition, continued inclusion requires two
market-makers and a minimum bid price of $1.00 per share.

Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow Coronation's securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, Coronation will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of Coronation to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of Coronation's securities on a national
exchange. In such events, trading, if any, in Coronation's securities may then
continue in the over-the-counter market. As a result, a shareholder may find it
more difficult to dispose of, or to obtain accurate quotations as to the market
value of, Coronation's securities.

ITEM 2. LEGAL PROCEEDINGS.
-------------------------

Coronation is not a party to any legal proceedings.


                                  Page 13 of 52

<PAGE>



ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURE.
--------------------

Coronation has not changed accountants since its formation and there are no
disagreements with the findings of said accountants.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
-----------------------------------------------

On March 2, 2000, Coronation issued 5,000,000 shares of Common Stock to Harry
Miller, President of Coronation, for an aggregate total of $500. Coronation
relied on exemption provided by Section 4(2) of the Securities Act of 1933, as
amended, for the issuance of 5,000,000 shares of Common Stock to Harry Miller.
All of these shares are "restricted" shares as defined in Rule 144 under the
Securities Act of 1933, as amended. These shares may not be offered for public
sale except under Rule 144, or otherwise, pursuant to the Securities Act of
1933.

In general, under Rule 144, a person (or persons whose shares are aggregated)
who has satisfied a one year holding period, under certain circumstances, may
sell within any three-month period a number of shares which does not exceed the
greater of one percent of the then outstanding Common Stock or the average
weekly trading volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares without any
quantity limitation by a person who has satisfied a two-year holding period and
who is not, and has not been for the preceding three months, an affiliate of
Coronation.

Coronation has obligations to ensure that any state laws are not violated
through the sale and resale of its securities. Harry Miller, President of
Coronation, understands and agreed that the securities of Coronation issued to
him are unregistered and restricted securities and may not be sold, transferred
or otherwise disposed of unless registered or qualified under applicable state
securities laws or an exemption therefrom is available.


ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-------------------------------------------------

The Articles of Incorporation of Coronation allows Coronation on a case by case
basis to indemnify the directors and officers of Coronation to the fullest
extent permitted by Nevada law. Nevada law presently provides that in the case
of a non-derivative action (that is, an action other than by or in the right of
a corporation to procure a judgment in its own favor), a corporation has the
power to indemnify any person who was or is a party or is threatened to be made
a party to any proceeding by reason of the fact that the person is or was an
agent of the corporation, against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with the proceeding
if that person acted in good faith and in a manner the person reasonably
believed to be in the best interests of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe that the conduct of the
person was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent does
not, of itself, create a presumption that the person did not act in good faith
and in a manner that the person reasonably believed to be in the best interests
of the corporation or that the person had reasonable cause to believe that the
person's conduct was unlawful.

With respect to derivative actions, Nevada law provides that a corporation has
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favour by reason of the fact
that the person is or was an agent of the corporation, against expenses actually
and reasonably incurred by that person in connection with the defence or
settlement of the action if the person acted in good faith, in a manner the
person believed to be in the best interests of the corporation and its
shareholders. Indemnification is not permitted to be made in respect of any
claim, issue, or matter as to which the person shall have been adjudged to be
liable to the corporation in the performance of that person's duty to the
corporation and its shareholders, unless and only to the extent that the court
in which the proceeding is or was pending determines that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for expenses, and then only to the extent that the court shall
determine.


                                  Page 14 of 52

<PAGE>



INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING CORONATION FOR LIABILITIES
ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY BY
THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.



                                    PART F/S

The following financial statements of Coronation are filed as part of this
Report

          1.   Unaudited Financial Statements for the Period Ended March 31,
               2002 and 2001 (Attached)

          2.   Audited Financial Statements for the Period Ended December 31,
               2002 and 2001 (Attached)




                                  Page 15 of 52

<PAGE>



                          CORONATION ACQUISITION, CORP
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS


                             MARCH 31, 2002 AND 2001

                                  Page 16 of 52

<PAGE>



                          CORONATION ACQUISITION, CORP


 TABLE OF CONTENTS                                                       PAGE #
 -----------------                                                       ------

          Financial Statements

                   Balance Sheet                                           2

                   Statement of Operations                                 3

                   Statement of Stockholders' Equity                       4

                   Statement of Cash Flows                                 5

          Notes of Financial Statements                                    6-7










                                        1

                                  Page 17 of 52

<PAGE>

<TABLE>
<CAPTION>


                                              Coronation Acquisition, Corp.
                                              (A Development Stage Company)

                                                (Unaudited) Balance Sheet
                                                -------------------------


                                                               March 31,      March 31,       December       December
Assets                                                            2002           2001         31, 2001       31, 2000
------                                                       -------------- -------------- -------------- --------------
<S>                                                          <C>            <C>            <C>            <C>
Current Assets

Cash                                                         $            - $            - $            - $            -
                                                             -------------- -------------- -------------- --------------
                     Total Current Assets                                 0              0              0              0
Other Assets                                                              0              0              0              0
                                                             -------------- -------------- -------------- --------------
                     TOTAL ASSETS                            $            - $            - $            - $            -
                                                             ============== ============== ============== ==============

Liabilities and Stockholders' Equity
------------------------------------

Current Liabilities

Officers' Advances (Note 6)                                  $          290 $           80 $           80 $            80

Accounts Payable                                                          0              0              0              0
                                                             -------------- -------------- -------------- --------------
                      Total Current Liabilities                         290             80             80             80

Stockholders' Equity: Common stock, $.001 par value,
authorized 100,000,000 shares; 900,100 shares issued
and outstanding at 3/31/02, 03/31/01, 12/31/01 and
12/31/00 respectively                                                    50             50             50             50
Additional paid in capital                                              450            450            450            450
Deficit accumulated during the development stage                       (790)          (580)          (580)          (580)

                       Total Stockholders' Equity (Deficit)            (290)           (80)           (80)           (80)

                       TOTAL LIABILITIES AND
                       STOCKHOLDERS' EQUITY (DEFICIT)        $            - $            - $            - $            -
                                                             ============== ============== ============== ==============
                       See accompanying notes


</TABLE>





                                                            2

                                                      Page 18 of 52

<PAGE>
<TABLE>
<CAPTION>



                                           Coronation Acquisition, Corp.
                                           (A Development Stage Company)

                                        (Unaudited) Statement of Operation


                                                         Three                                           Feb. 9,
                                      Three Months       Months          Year                              2000
                                       Ended Mar.      Ended Mar.        Ended        Year Ended       (inception)
                                          31,             31,           Dec. 31,       Dec. 31,        to Mar. 31,
                                         2002            2001             2001           2000              2002
                                     -----------      -----------     -----------     -----------      -----------
<S>                                  <C>              <C>             <C>             <C>              <C>
Income
                  Revenue            $      --        $      --       $      --       $      --        $      --
Expenses
      General and Administrative             210                0               0             580              790
                                     -----------      -----------     -----------     -----------      -----------
       Total Expenses                        210                0               0             580              790
       Net Loss                      $      (210)     $      --       $      --       $      (580)     $      (790)
                                     ===========      ===========     ===========     ===========      ===========

Net Loss per share
      Basic and diluted              $    (0.000)     $    0.0000     $    0.0000     $   (0.0001)     $   (0.0002)


Weighted average number of
common shares outstanding              5,000,000        5,000,000       5,000,000       5,000,000        5,000,000
                                     ===========      ===========     ===========     ===========      ===========


                       See accompanying notes



</TABLE>




                                                         3

                                                   Page 19 of 52

<PAGE>
<TABLE>
<CAPTION>



                               Coronation Acquisition, Corp.
                               (A Development Stage Company)

                       (Unaudited) Statement of Stockholders' Equity


                                                                                Deficit
                                                                              accumulated
                                           Common Stock          Additional     during
                                     ------------------------    Paid-in     development
                                        Shares      Amount       capital        state
                                     ------------ -----------  -----------  --------------
<S>                                  <C>          <C>          <C>          <C>
Balance December 31, 2000               5,000,000 $        50   $      450  $         (580)

Net loss three months ended
       March 31, 2001                                                                    0

Balance March 31, 2001                  5,000,000 $        50   $      450  $         (580)
                                     ============ ===========  ===========  ==============

Balance December 31, 2001               5,000,000 $        50   $      450  $         (580)

Net loss three months ended
        March 31, 2002                                                                (210)

Balance March 31, 2002                  5,000,000 $        50   $      450  $         (790)
                                     ============ ===========  ===========  ==============

February 9, 2000
issued for cash                         5,000,000 $        50   $      450  $            -

Net loss, February 9, 2000
(inception) to December 31, 2000                                                      (580)

Balance December 31, 2000                5,000000          50          450            (580)
                                     ------------ -----------  -----------  --------------

Net loss year ended
          December 31, 2001                                                              0

Balance December 31, 2001               5,000,000 $        50   $      450  $         (580)
                                     ============ ===========  ===========  ==============

                       See accompanying notes



</TABLE>





                                             4

                                       Page 20 of 52

<PAGE>
<TABLE>
<CAPTION>



                                      Coronation Acquisition, Corp.
                                      (A Development Stage Company)

                                   (Unaudited) Statement of Cash Flows
                                   -----------------------------------



                                                  Three       Three                           Feb. 9,
                                                  Months      Months      Year      Year        2000
                                                  Ended     Ended Mar.    Ended     Ended    (inception)
                                                 Mar. 31,       31,      Dec. 31,  Dec. 31,  to Mar. 31,
                                                   2002        2001       2001      2000         2002
                                               -----------  ---------- ---------- --------  ------------
<S>                                            <C>          <C>        <C>        <C>       <C>
Cash Flows from Operating Activities

    Net (Loss)                                  $     (210) $       -  $        - $   (580) $       (790)

    Adjustments to reconcile net loss to cash
    (used) in operating activities

    Changes in assets and liabilities
          Accounts Payable                             210           0          0       80           290
          Officers Advances Payable
                                               -----------  ---------- ---------- --------  ------------
     Net Cash (used) in operating results                0           0          0     (500)         (500)
                                               -----------  ---------- ---------- --------  ------------
Cash Flows from Financing Activities
  Proceeds from issuance of common stock                 0           0          0      500           500
                                               -----------  ---------- ---------- --------  ------------

Net increase (decrease) in cash                          0           0          0        0             0
Cash at Beginning of Period                              0           0          0        0             0
                                               -----------  ---------- ---------- --------  ------------
Cash at End of Period                          $         -  $        - $        - $      -  $          0
                                               ===========  ========== ========== ========  ============

                    See accompanying notes


</TABLE>




                                                    5

                                              Page 21 of 52

<PAGE>



                          CORONATION ACQUISITION, CORP
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2002 and 2001


Note 1 - History and Organization of the Company

The Company was organized February 9, 2000, under the laws of the State of
Nevada as Coronation Acquisition, Corp. The company currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.

On March 2, 2000, the company issued 5,000,000 share of its $0.00001 par value
common stock for cash of $500.



Notes 2 - Accounting Policies and Procedures

The Company has not determined its accounting policies and procedures, except as
follows:

The Company uses the accrual method of accounting.

Earnings per share is computed using the weighted average number of shares of
common stock outstanding.

The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid since inception.

In April 1998, the American Institute of Certified Public Accountant's issued
Statement of Position 98-5 ("SOP 98- 5"), Reporting on the Costs of Start-up
Activities which provides guidance on the financial reporting of start-up costs
and organization costs. It requires costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal
years beginning after December 15, 1998, with initial adoption reported as the
cumulative effect of a change in accounting principle.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.



Note 3 - Warrants and Options

There are no warrants or options outstanding to issue any additional shares of
common stock of the Company.



Note 4 - Going Concern

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through further equity financing's and seeking necessary bank loans.

                                        6

                                  Page 22 of 52

<PAGE>



Note 5 - Related Party Transactions

The Company neither owns nor leases any real or personal property. Office
services are provided without charge by Harry Miller, the sole officer and
director of the Company. Such costs are immaterial to the financial statements
and accordingly, have not been reflected therein. The sole officer and director
of the Company is involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific business
opportunity becomes available, he may face a conflict in selecting between the
Company and his other business interests. The Company has not formulated a
policy for the resolution of such conflicts.



Note 6 - Officers Advances

While the Company is seeking additional capital, an officer of the Company has
advanced funds to the Company to pay for any costs incurred by it. These funds
are interest free. The balances due to Mr. Miller were $290 and $80 on March 31,
2002 and March 31, 2001 respectively.













                                        7

                                  Page 23 of 52

<PAGE>



                          CORONATION ACQUISITION, CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS


                           DECEMBER 31, 2001 AND 2000

                                  Page 24 of 52

<PAGE>



                          CORONATION ACQUISITION, CORP.


          TABLE OF CONTENTS                                 PAGE #
          -----------------                                 ------


       Independent Auditor's Report                            1

       Financial Statements

                Balance Sheet                                  2

                Statement of Operations                        3

                Statement of Stockholders' Equity              4

                Statement of Cash Flows                        5

       Notes of Financial Statements                           6-7




                                  Page 25 of 52

<PAGE>



                               GEORGE STEWART, CPA
                    2301 SOUTH JACKSON STREET, SUITE # 101-G
                            SEATTLE, WASHINGTON 98144
                        (206) 328-8554 FAX (206) 328-0383

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Coronation Acquisition, Corp.
Bellevue, Washington

I have audited the accompanying balance sheets of Coronation Acquisition, Corp.,
(A Development Stage Company) as of December 31, 2001 and 2000, and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2001 and 2000 and February 9, 2000, (inception), to December
31, 2001. These financial statements are the responsibility of the Company's
management. My responsibility it to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards in
the United States. Those standards require that I plan and perform the audit 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. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Coronation Acquisition, Corp., (A
Development Stage Company) as of December 31, 2001 and 2000 and February 9,
2000, (inception), to December 31, 2001 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #4 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
#4. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


/s/George Stewart/s/
--------------------
George Stewart

April 17, 2002



                                        1

                                  Page 26 of 52

<PAGE>
<TABLE>
<CAPTION>



                                      Coronation Acquisition, Corp
                                      (A Development Stage Company)

                                              Balance Sheet
                                              -------------

                                                                           December         December
Assets                                                                     31, 2001         31, 2000
------                                                                   ---------------  -------------
<S>                                                                      <C>              <C>
Current Assets
Cash                                                                     $             -  $           -
                                                                         ---------------  -------------
                     Total Current Assets                                              0              0
Other Assets                                                                           0              0
                                                                         ---------------  -------------
                     TOTAL ASSETS                                        $             -  $           -
                                                                         ===============  =============

Liabilities and Stockholders' Equity
------------------------------------

Current Liabilities

Officers' Advances (Note #6)                                              $           80  $          80

Accounts Payable                                                                       0              0
                                                                         ---------------  -------------
                      Total Current Liabilities                                       80             80

Stockholders' Equity: Common stock, $.00001 par value, authorized
100,000,000 shares; 5,000,000 shares issued and outstanding at December
31, 2001 and December 31, 2000 respectively
Additional paid in capital                                                            50             50
Deficit accumulated during the development                                           450            450
stage
                                                                                    (580)          (580)
                       Total Stockholders' Equity (Deficit)                          (80)           (80)

                       TOTAL LIABILITIES AND
                       STOCKHOLDERS' EQUITY (DEFICIT)                    $             -  $           -
                                                                         ===============  =============

                         See accompanying notes




</TABLE>


                                                    2

                                              Page 27 of 52

<PAGE>
<TABLE>
<CAPTION>



                                Coronation Acquisition, Corp
                                (A Development Stage Company)

                                   Statement of Operations


                                                                               Feb. 9, 2000
                                               Year Ended     Year Ended       (inception)
                                                Dec. 31,       Dec. 31,        to Dec. 31,
                                                  2001           2000             2001
                                             ------------- ---------------  ---------------
<S>                                          <C>            <C>             <C>
Income
                  Revenue                    $           -  $            -  $             -
Expenses
                  General and Administrative             0             580              580
                                             -------------  --------------  ---------------
                   Total Expenses                        0             580              580

                   Net Loss                  $           -  $         (580) $          (580)
                                             =============  ==============  ===============

Net Loss per share
      Basic and diluted                      $      0.0000  $      (0.0001) $       (0.0001)


Weighted average number of
common shares outstanding                        5,000,000       5,000,000        5,000,000
                                             =============  ==============  ===============


                       See accompanying notes


</TABLE>



                                              3

                                        Page 28 of 52

<PAGE>
<TABLE>
<CAPTION>



                             Coronation Acquisition, Corp
                            (A Development Stage Company)

                          Statement of Stockholders' Equity
                          ---------------------------------

                                                                           Deficit
                                                                         accumulated
                                    Common Stock          Additional        during
                            ----------------------------    Paid-in      development
                                Shares        Amount        capital         state
                            -------------- ------------- -------------  ------------
<S>                        <C>             <C>           <C>            <C>
March 2, 2000
issued for cash                 5,000,000   $        50   $        450  $          -

Net loss year ended
       December 31, 2000                                                        (580)
Balance December 31, 2000       5,000,000   $        50   $        450  $       (580)
                           ============== =============  =============  ============

Net loss year ended
      December 31, 2001                                                            0
Balance December 31, 2001       5,000,000   $        50   $        450  $       (580)
                           ============== =============  =============  ============

            See accompanying notes


</TABLE>




                                          4

                                    Page 29 of 52

<PAGE>
<TABLE>
<CAPTION>



                            Coronation Acquisition, Corp.
                            A Development Stage Company)

                               Statement of Cash Flows
                               -----------------------


                                                                            Feb. 9, 2000
                                                 Year Ended  Year Ended     (inception)
                                                  Dec. 31,     Dec. 31,     to Dec. 31,
                                                    2001        2000           2001
                                                ------------ -----------  -------------
<S>                                              <C>         <C>          <C>
Cash Flows from Operating Activities
    Net (Loss)                                  $          - $      (580) $        (580)
    Adjustments to reconcile net loss to cash
    (used) in operating activities
    Changes in assets and liabilities
           Accounts Payable                                0           0              0
           Officers Note Payable                           0           0              0
           Officers Advances Payable                       0          80             80
                                                ------------ -----------  -------------
    Net Cash (used) in operating results                   0        (500)          (500)
                                                ------------ -----------  -------------
Cash flows from Financing Activities
   Proceeds from issuance of common stock                  0         500            500
                                                ------------ -----------  -------------

Net increase (decrease) in cash                            0           0              0
Cash at Beginning of Period                                0           0              0
                                                ------------ -----------  -------------
Cash at End of Period                           $            $          -  $          -
                                                ============ ===========  =============

                    See accompanying notes


</TABLE>






                                        5

                                  Page 30 of 52

<PAGE>



                          CORONATION ACQUISITION, CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000


Note 1 - History and Organization of the Company

The Company was organized February 9, 2000, under the laws of the State of
Nevada as Coronation Acquisition, Corp. The company currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.

On March 2, 2000, the company issued 5,000,000 share of its $0.00001 par value
common stock for cash of $500.



Notes 2 - Accounting Policies and Procedures

The Company has not determined its accounting policies and procedures, except as
follows:

The Company uses the accrual method of accounting.

Earnings per share is computed using the weighted average number of shares of
common stock outstanding.

The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid since inception.

In April 1998, the American Institute of Certified Public Accountant's issued
Statement of Position 98-5 ("SOP 98- 5"), Reporting on the Costs of Start-up
Activities which provides guidance on the financial reporting of start-up costs
and organization costs. It requires costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal
years beginning after December 15, 1998, with initial adoption reported as the
cumulative effect of a change in accounting principle.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.



Note 3 - Warrants and Options

There are no warrants or options outstanding to issue any additional shares of
common stock of the Company.



Note 4 - Going Concern

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through further equity financing's and seeking necessary bank loans.


                                        6

                                   Page 31 of 52

<PAGE>




Note 5 - Related Party Transactions

The Company neither owns nor leases any real or personal property. Office
services are provided without charge by Harry Miller, the sole officer and
director of the Company. Such costs are immaterial to the financial statements
and accordingly, have not been reflected therein. The sole officer and director
of the Company is involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific business
opportunity becomes available, he may face a conflict in selecting between the
Company and his other business interests. The Company has not formulated a
policy for the resolution of such conflicts.



Note 6 - Officers Advances

While the Company is seeking additional capital, an officer of the Company has
advanced funds to the Company to pay for any costs incurred by it. These funds
are interest free. The balances due to Mr. Miller were $80 and $80 on December
31, 2001 and December 31, 2000 respectively.



                                        7

                                  Page 32 of 52

<PAGE>



                                    PART III


ITEM 1.  INDEX TO EXHIBITS
--------------------------

                 Exhibit No.                Document
                 -----------                --------

                 3.1                         Articles of Incorporation
                 3.2                         Articles of Amendment
                 3.3                         Bylaws
                 4.1                         Specimen Stock Certificate
                 10.1                        Consent of Auditor
                 10.2                        Consent of Auditor



                                   SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


CORONATION ACQUISITION CORP.


/s/ Harry Miller /s/
----------------------------------
Harry Miller, President, Chief Executive Officer
Treasurer and Director


Date: April 26, 2002

                                  Page 33 of 52
                                      

ARTICLES OF INCORPORATION TXT

coronation10sbex3-1.txt

                                                                         EXHIBIT 3.1
                                   -----------

                            ARTICLES OF INCORPORATION

                                       OF

                          CORONATION ACQUISITION CORP.

ARTICLE I     NAME

The name of this corporation is Coronation Acquisition Corp.


ARTICLE III     DESIGNATED RESIDENT AGENT

The resident agent of the corporation where process may be served is:

            Name                                         Address
     -------------------                                 -------
Nevada Agency and Trust Company              50 West Liberty Street, Suite 880
                                                    Reno, Nevada  89501

ARTICLE III     PURPOSES

The purpose, object and nature of the business for which this corporation is
organized are:

(a)  to engage in any lawful activity; and

(b)  to carry on such business as may be necessary, convenient, or desirable to
     accomplish the above purposes, and to do all other things incidental
     thereto which are not forbidden by law or by these Articles of
     Incorporation.

ARTICLE IV     DURATION

The corporation will have perpetual existence.


ARTICLE V     POWERS

The powers of the corporation will be those powers granted by 78.060 and 78.070
of the Nevada Revised Statutes under which this corporation is formed. In
addition, the corporation will have the following specific powers:

(a)  To elect or appoint officers and agents of the corporation and fix their
     compensation;

(b)  To act as an agent for any individual, association, partnership,
     corporation, or other legal entity;

(c)  To receive, acquire, hold, exercise rights arising out of the ownership or
     possession thereof, sell, or otherwise dispose of, shares or other
     interests in, or obligations of, individuals, associations, partnerships,
     corporations, or governments;

(d)  To receive, acquire, hold, pledge, transfer, or otherwise dispose of shares
     purchased, directly or indirectly, out of earned surplus;

(e)  To make gifts or contributions for the public welfare or for charitable,
     scientific or educational purposes.


                                  Page 34 of 52

<PAGE>



ARTICLE VI    AUTHORIZED CAPITAL STOCK

The total authorized capital stock of the corporation is 100,000,000 shares of
common stock with a par value of $0.001. All stock when issued will be deemed
fully paid and non-assessable. No cumulative voting, on any matter to which
stockholders will be entitled to vote, will be allowed for any purpose.

The authorized stock of this corporation may be issued at such time, upon such
terms and conditions and for such consideration as the Board of Directors will,
from time to time, determine. Stockholders will not have pre-emptive rights to
acquire unissued shares of the stock of this corporation.

ARTICLE VII     DIRECTORS

Section 1. Size of Board. Members of the governing board of this corporation
shall be styled Directors. The number of directors of this corporation may
consist of from one (1) to nine (9) directors, as determined, from time to time,
by the then existing Board of Directors. Their qualifications, terms of office,
manner of election, time and place of meeting, and powers and duties will be
such as are prescribed by statute and in the bylaws of the corporation. The name
and post office address of the directors constituting the first board of
directors, which will be one (1) in number are:

                 Name                                  Address
                 ----                                  -------
                 Harry Miller                        P.O. Box 741
                                                     Bellevue, Washington 98009

Section 2. Powers of Board. In furtherance and not in limitation of the powers
conferred by the laws of the State of Nevada, the Board of Directors is
expressly authorized and empowered:

(a)  To make, alter, amend and repeal the bylaws subject to the power of the
     shareholders to alter or repeal the bylaws made by the Board of Directors;

(b)  Subject to the applicable provisions of the bylaws then in effect, to
     determine, from time to time, whether and to what extent, and at what times
     and places, and under what conditions and regulations, the account and
     books of the corporation, or any of them, will be open to shareholder
     inspection. No shareholder will have any right to inspect any of the
     accounts, books or documents of the corporation, except as permitted by
     law, unless and until authorized to do so by resolution of the Board of
     Directors or of the shareholders of the corporation;

(c)  To issue stock of the corporation for consideration of any tangible or
     intangible property or benefit to the corporation including, but not
     limited to, cash, promissory notes, services performed, or for any other
     assets of value in accordance with the action of the Board of Directors
     without vote or consent of the shareholders and the judgement of the Board
     of Directors as to value received and in return therefore will be
     conclusive and said stock when issued will be fully paid and
     non-assessable;

(d)  To authorize and issue, without shareholder consent, obligations of the
     corporation, secured and unsecured, under such terms and conditions as the
     Board, in its sole discretion, may determine, and to pledge or mortgage, as
     security therefore, any real or personal property of the corporation,
     including after acquired property;

(e)  To determine whether any and if so what part of the earned surplus of the
     corporation will be paid in dividends to the shareholders, and to direct
     and determine other use and disposition of such earned surplus;

(f)  To fix, from time to time, the amount of the profits of the corporation to
     be reserved as working capital or for any other lawful purpose;


                                  Page 35 of 52

<PAGE>



(g)  To establish bonus, profit-sharing, stock option or other types of
     incentive compensation plans for the employees, including officers and
     directors, of the corporation and to fix the amount of profits to be shared
     and distributed, and to determine the persons to participate in any such
     plans and the amount of their respective participations;

(h)  To designate, by resolution or resolutions passed by a majority of the
     whole Board, one or more committees, each consisting of two or more
     directors, which to the extent permitted by law and authorized by the
     resolution of the bylaws will have and may exercise the powers of the
     Board;

(i)  To provide for the reasonable compensation of its own members by bylaws,
     and to fix the terms and conditions upon which such compensation will be
     paid;

(j)  In addition to the powers and authority herein before, or by statute,
     expressly conferred upon it, the Board of Directors may exercise all such
     powers and do all such acts and things as may be exercised or done by the
     corporation, subject, nevertheless, to the provisions of the laws of the
     State of Nevada, of these Articles of Incorporation, and of the bylaws of
     the corporation.

Section 3. Interested Directors. No contract or transaction between this
corporation and any of its directors, or between this corporation and any other
corporation, firm, association, or other legal entity will be invalidated by
reason of the fact that the director of the corporation has a direct or indirect
interest, pecuniary or otherwise, in such corporation, firm or association, or
legal entity, or because the interested director was present at the meeting of
the Board of Directors which acted upon or in reference to such contract or
transaction, or because he participated in such action, provided that (1) the
interest of each such director will have been disclosed to or known by the Board
and a disinterested majority of the Board will have nonetheless ratified and
approved such contract or transaction (such interested director or directors may
be counted in determining whether a quorum is present for the meeting at which
such ratification or approval is given); or (2) the conditions of N.R.S. 78.140
are met.


ARTICLE VIII     LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS

The personal liability of a director or officer of the corporation to the
corporation or the shareholders for damages for breach of fiduciary duty as a
director or officer will be limited to acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law.

ARTICLE IX     INDEMNIFICATION

Each director and each officer of the corporation may be indemnified by the
corporation as follows:

(a)  The corporation may indemnify any person who was or is a party, or is
     threatened to be made a party, to any threatened, pending or completed
     action or suit or proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of the corporation),
     by reason of the fact that he is or was a director, officer, employee or
     agent of the corporation or is or was serving at the request of the
     corporation as a director, officer, employee, or agent of the corporation,
     partnership, joint venture, trust or other enterprise, against expenses
     (including attorney's fees), judgements, fines and amounts paid in
     settlement, actually and reasonably incurred by him in connection with the
     action, suit or proceeding, if he acted in good faith and in a manner which
     he reasonably believed to be in or not opposed to the best interests of the
     corporation and with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful. The termination of
     any action, suit or proceeding, by judgement, order, settlement, conviction
     or upon plea of nolo contendere or its equivalent does not itself create a
     presumption that the person did not act in good faith and in a manner in
     which he reasonably believed to be in or not opposed to the best interests
     of the corporation, and that, with respect to any criminal action or
     proceeding, he had reasonable cause to believe that his conduct was lawful.


                                  Page 36 of 52

<PAGE>



(b)  The corporation may indemnify any person who was or is a party, or is
     threatened to be made a party, to any threatened, pending or completed
     action or suit by or in the right of the corporation, to procure a
     judgement in its favor by reason of the fact that he is or was a director,
     officer, employee or agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer, employee or agent of the
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses including amounts paid in settlement and attorney's fees actually
     and reasonably incurred by him in connection with the defense or settlement
     of the action or suit, if he acted in good faith and in a manner which he
     reasonably believed to be in or not opposed to the best interest of the
     corporation. Indemnification may not be made for any claim, issue or matter
     as to which such a person has been adjudged by a court of competent
     jurisdiction, after exhaustion of all appeals there from, to be liable to
     the corporation or for amounts paid in settlement to the corporation,
     unless and only to the extent that the court in which the action or suit
     was brought or other court of competent jurisdiction determines upon
     application that in view of all the circumstances of the case the person is
     fairly and reasonably entitled to indemnity for such expenses as the court
     deems proper.

(c)  To the extent that a director, officer or employee or agent of the
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections (a) and (b) of
     this Article, or in defense of any claim, issue or matter therein, he must
     be indemnified by the corporation against expenses, including attorney's
     fees, actually and reasonable incurred by him in connection with the
     defense.

(d)  Any indemnification under subsection (a) and (b) unless ordered by a court
     or advanced pursuant to subsection (e), must be made by the corporation
     only as authorized in the specific case upon determination that
     indemnification of the director, officer, employee or agent is proper in
     the circumstances. The determination must be made:

     By the stockholders;
               (i)  By the Board of Directors by majority vote of a quorum
                    consisting of directors who were not parties to the act,
                    suit or proceeding;
               (ii) If a majority vote of a quorum consisting of directors who
                    were not parties to the act, suit or proceeding so orders,
                    by independent legal counsel in a written opinion; or
               (iii) If a quorum consisting of directors who were not parties to
                    the act, suit or proceeding cannot be obtained, by
                    independent legal counsel in a written opinion.

(e)  Expenses of officers and directors incurred in defending a civil or
     criminal action, suit or proceeding must be paid by the corporation as they
     are incurred and in advance of the final disposition of the action, suit or
     proceeding, upon receipt of an undertaking by or on behalf of the director
     or officer to repay the amount if it is ultimately determined by a court of
     competent jurisdiction that he is not entitled to be indemnified by the
     corporation. The provisions of this subsection do not affect any rights to
     advancement of expenses to which corporate personnel other than directors
     or officers may be entitled under any contract or otherwise by law.

(f)  The indemnification and advancement of expenses authorized in or ordered by
     a court pursuant to this section:

     (i)  Does not exclude any other rights to which a person seeking
          indemnification or advancement of expenses may be entitled under the
          certificate or Articles of Incorporation or any bylaw, agreement, vote
          of stockholders or disinterested directors or otherwise, for either an
          action in his official capacity or an action in another capacity while
          holding his office, except that indemnification, unless ordered by a
          court pursuant to subsection (b) or for the advancement of expenses
          made pursuant to subsection (e) may not be made to or on behalf of any
          director or officer if a final adjudication established that his acts
          or omissions involved intentional misconduct, fraud or a knowing
          violation of the law and was material to the cause of action.

                                  Page 37 of 52

<PAGE>



     (ii) Continues for a person who has ceased to be a director, officer,
          employee or agent and inures to the benefit of the heirs, executors
          and administrators of such a person.

ARTICLE X     PLACE OF MEETING; CORPORATE RECORD BOOKS

Subject to the laws of the State of Nevada, the shareholders and the directors
will have the power to hold their meeting, and the directors will have the power
to have an office or offices and to maintain the books of the corporation
outside the State of Nevada, at such place or places as may from time to time be
designated in the bylaws or by appropriate resolution.

ARTICLE XI     AMENDMENT OF ARTICLES

The provision of these articles of incorporation may be amended, altered or
repealed from time to time to the extent and manner prescribed by the laws of
the State of Nevada, and additional provisions authorized by such laws as are
then in force may be added. All rights herein conferred on the directors,
officers and shareholders are granted subject to reservation.

ARTICLE XII     INCORPORATORS

The names and post office addresses of the incorporators of this corporation
are:

                 Name                           Address
                 ----                           -------

                 Harry Miller                P.O. Box 741
                                             Bellevue, Washington 98009


ARTICLE XIII ELECTION REGARDING NRS 78.378-78.3793 AND 78.411-78.444

This corporation will NOT be governed by nor will the provisions of NRS 78.378
through and including 78.3793 and NRS 78.411 through and including 78.444 in any
way whatsoever affect the management, operation or be applied to this
corporation.


                                               /s/ Harry Miller /s/
                                               ---------------------------
                                               Harry Miller, Incorporator


On February 5, 2000, personally appeared before me, a Notary Public, Harry
Miller, who acknowledged that he executed the above instrument.

                                               /s/ Alixe B.Cormick/s/
                                               ----------------------------
                                               Alixe B. Cormick
                                               Notary Public in and for the
                                               Province of British Columbia

                                  Page 38 of 52
                                      

ARTICLES OF AMENDMENT TXT

coronation10sb12gex3-2.txt

                                                                        EXHIBIT 3.2
                                  -----------

                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                          CORONATION ACQUISITION CORP.
                          ----------------------------

Pursuant to the provisions of section 78.209, Nevada Revised Statutes, the
undersigned President and Secretary of Coronation Acquisition Corp. (the
"Corporation"), does hereby certify the Board of Directors of the Corporation
adopted a resolution to amend the original articles as follows:

Article VI which presently reads:

         The total authorized capital stock of the Corporation is 100,000,000
         shares of Common Stock, with a par value of $0.001. All stock when
         issued shall be deemed fully paid and non-assessable. No cumulative
         voting, on any matter which stockholders will be entitled to vote, will
         be allowed for any purpose.

         The authorized stock of this corporation may be issued at such time,
         upon such terms and conditions and for such consideration as the Board
         of Directors shall, from time to time, determine. Shareholders will not
         have pre-emptive rights to acquire unissued shares of the stock of this
         corporation.

Is hereby amended to read as follows:

         The total authorized capital stock of the Corporation is 100,000,000
         shares of Common Stock, with a par value of $0.00001. All stock when
         issued shall be deemed fully paid and non-assessable. No cumulative
         voting, on any matter which stockholders will be entitled to vote, will
         be allowed for any purpose.

         The authorized stock of this corporation may be issued at such time,
         upon such terms and conditions and for such consideration as the Board
         of Directors shall, from time to time, determine. Shareholders will not
         have pre-emptive rights to acquire unissued shares of the stock of this
         corporation.

The effect of the amendment on the currently issued and outstanding share
capital is:

         This amendment to the articles of incorporation does not change or
         adversely affect the rights or preferences of the holders of
         outstanding shares of any class or series.

General

         This amendment was adopted unanimously by the Board of Directors
         without shareholder action, and shareholder approval is not required
         for this amendment.


         The effective date of this amendment is immediately on filing with the
Secretary of State.


         /s/Harry Miller/s/
         ------------------------------
         Harry Miller, Sole Director & Officer


On the _____ Day of February, 2000, Harry Miller personally appeared before me,
a Notary Public in and for the State of Washington, and acknowledged that he
executed the above instrument.


                                            ------------------------------
                                            Notary Public in and for the
                                            State of Washington


                                  Page 39 of 52
                                      

BYLAWS TXT

coronation10sbex3-3.txt

                                                                         EXHIBIT 3.3
                                   -----------

                    By-Laws of Coronation Acquisition, Corp.
                    ----------------------------------------

                             BY LAWS FOR REGULATION
                     EXCEPT AS OTHERWISE PROVIDED BY STATUTE
                       OR ITS ARTICLES OF INCORPORATION OF
                          CORONATION ACQUISITION, CORP.
                              A NEVADA CORPORATION
                                     ******

                                   ARTICLE ONE

                                     Offices

     Section 1. Principal Office. The principal office of Coronation Acquisition
Corp., a Nevada corporation (the "Corporation"),  shall be located at such place
determined  by  the  Board  of  Directors  of the  Corporation  (the  "Board  of
Directors") in accordance with applicable law.

     Section 2. Other  Offices.  The  Corporation  may also have offices at such
other  places,  either  within or without  the State of Nevada,  as the Board of
Directors may from time to time determine or as the business of the  Corporation
may require.


                                   ARTICLE TWO

                            Meetings of Shareholders

     Section 1. Place. All annual meetings of shareholders shall be held at such
place,  within or without the State of Nevada, as may be designated by the Board
of  Directors  and  stated in the notice of the  meeting  or in a duly  executed
waiver of notice thereof.  Special  meetings of shareholders may be held at such
place,  within  or  without  the State of  Nevada,  and at such time as shall be
stated  in the  notice of the  meeting  or in a duly  executed  waiver of notice
thereof.

     Section 2. Time of Annual Meeting. Annual meetings of shareholders shall be
held on such date and at such  time  fixed,  from time to time,  by the Board of
Directors,  provided,  that there shall be an annual meeting held every calendar
year at which the  shareholders  shall elect a board of  directors  and transact
such other business as may properly be brought before the meeting.

     Section 3. Call of Special  Meetings.  Special meetings of the shareholders
shall be held if  called  in  accordance  with the  procedures  set forth in the
Corporation's Articles of Incorporation (the "Articles of Incorporation") or the
Nevada Corporations Code for the call of a special meeting of shareholders.

     Section 4. Conduct of Meetings.  The Chairman of the Board of Directors (or
in his absence,  the  President,  or in his absence,  such other designee of the
Chairman  of the Board of  Directors)  shall  preside at the annual and  special
meetings of shareholders  and shall be given full discretion in establishing the
rules and  procedures  to be  followed in  conducting  the  meetings,  except as
otherwise provided by law or in these Bylaws.

     Section 5.  Notice and Waiver of Notice.  Except as  otherwise  provided by
law,  written or printed notice stating the place,  date and time of the meeting
and, in the case of a special  meeting,  the  purpose or purposes  for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting,  either  personally or by  first-class
mail or other legally  sufficient  means, by or at the direction of the Chairman
of the Board, President, or the persons calling the meeting, to each shareholder
of record  entitled  to vote at such  meeting.  If the notice is mailed at least
thirty  (30) days before the date of the  meeting,  it may be done by a class of
United  States mail other than first  class.  If mailed,  such  notice  shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder  at  the  address  appearing  on the  stock  transfer  books  of the
Corporation,  with postage thereon prepaid. If a meeting is adjourned to another
time and/or place, and if an announcement of the adjourned time

                                  Page 40 of 52

<PAGE>



and/or place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the Board of Directors, after adjournment,  fixes a
new record date for the adjourned meeting. Whenever any notice is required to be
given to any  shareholder,  a waiver  thereof in writing signed by the person or
persons entitled to such notice, whether signed before, during or after the time
of the meeting stated therein, and delivered to the Corporation for inclusion in
the minutes or filing with the corporate records,  shall constitute an effective
waiver of such notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the shareholders  need be specified in any
written waiver of notice. Attendance of a person at a meeting shall constitute a
waiver of (a) lack of or  defective  notice of such  meeting,  unless the person
objects at the beginning to the holding of the meeting or the transacting of any
business at the  meeting,  or (b) lack of or  defective  notice of a  particular
matter at a meeting that is not within the purpose or purposes  described in the
meeting notice,  unless the person objects to considering such matter when it is
presented.

     Section 6.  Business  and  Nominations  for Annual  and  Special  Meetings.
Business  transacted  at any special  meeting  shall be confined to the purposes
stated in the notice thereof.  At any annual meeting of shareholders,  only such
business  shall be  conducted  as shall have been  properly  brought  before the
meeting in accordance  with the  requirements  and  procedures  set forth in the
Bylaws.  Only such  persons who are  nominated  for election as directors of the
Corporation in accordance with the  requirements and procedures set forth in the
Bylaws shall be eligible for election as directors of the Corporation.

     Section 7. Quorum.  Shares  entitled to vote as a separate voting group may
take  action on a matter at a meeting  only if a quorum of those  shares  exists
with  respect to that matter.  Except as  otherwise  provided in the Articles of
Incorporation  or applicable  law,  shares  representing a majority of the votes
pertaining to outstanding  shares which are entitled to be cast on the matter by
the voting  group  constitute  a quorum of that voting  group for action on that
matter.  If less than a quorum of  shares  are  represented  at a  meeting,  the
holders of a majority of the shares so represented  may adjourn the meeting from
time to time. After a quorum has been established at any shareholders'  meeting,
the subsequent withdrawal of shareholders,  so as to reduce the number of shares
entitled to vote at the meeting  below the number  required for a quorum,  shall
not affect the  validity of any action  taken at the meeting or any  adjournment
thereof.  Once a share is represented for any purpose at a meeting, it is deemed
present  for  quorum  purposes  for the  remainder  of the  meeting  and for any
adjournment  of that meeting unless a new record date is or must be set for that
adjourned meeting.

     Section 8. Voting Rights Per Share. Each outstanding  share,  regardless of
class, shall be entitled to vote on each matter submitted to a vote at a meeting
of  shareholders,  except to the extent that the voting  rights of the shares of
any class are limited or denied by or pursuant to the Articles of  Incorporation
or the Nevada Corporations Code.

     Section  9.  Voting of Shares.  A  shareholder  may vote at any  meeting of
shareholders of the Corporation,  either in person or by proxy.  Shares standing
in the name of another  corporation,  domestic or  foreign,  may be voted by the
officer,  agent or proxy designated by the bylaws of such corporate  shareholder
or, in the  absence of any  applicable  bylaw,  by such person or persons as the
board of directors of the corporate shareholder may designate. In the absence of
any such  designation,  or, in case of conflicting  designation by the corporate
shareholder,  the chairman of the board, the president,  any vice president, the
secretary and the treasurer of the corporate  shareholder,  in that order, shall
be  presumed  to be fully  authorized  to vote such  shares.  Shares  held by an
administrator,  executor, guardian, personal representative,  or conservator may
be voted by such  person,  either in person or by proxy,  without a transfer  of
such shares into his name. Shares standing in the name of a trustee may be voted
by such person,  either in person or by proxy,  but no trustee shall be entitled
to vote shares  held by such  person  without a transfer of such shares into his
name or the name of his  nominee.  Shares  held by or  under  the  control  of a
receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of
creditors  may be voted by such person  without the  transfer  thereof  into his
name.  If shares  stand of record in the names of two or more  persons,  whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise,  or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
is given notice to the contrary and is furnished  with a copy of the  instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the  following  effect:  (a) if only
one votes, in person or by proxy,  his act binds all; (b) if more than one vote,
in person or by proxy,  the act of the majority so voting binds all; (c) if more
than one  vote,  in person  or by  proxy,  but the vote is  evenly  split on any
particular  matter,  each  faction  is  entitled  to vote the share or shares in
question  proportionally;  or (d) if the instrument or order so filed shows that
any such tenancy is held in unequal interest,  a majority or a vote evenly split
for purposes hereof shall be a majority or a vote evenly split in interest.  The
principles of this paragraph shall apply,  insofar as possible,  to execution of
proxies,  waivers,  consents,  or objections and for the purpose of ascertaining
the presence of a quorum.

                                  Page 41 of 52

<PAGE>



     Section 10.  Proxies.  Any  shareholder  of the  Corporation,  other person
entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact
for such persons may vote the  shareholder's  shares in person or by proxy.  Any
shareholder of the  Corporation may appoint a proxy to vote or otherwise act for
such  person  by  signing  an  appointment  form,  either  personally  or by his
attorney-in-fact.  An executed  telegram  or  cablegram  appearing  to have been
transmitted  by such  person,  or a  photographic,  photostatic,  or  equivalent
reproduction of an appointment  form,  shall be deemed a sufficient  appointment
form. An  appointment  of a proxy is effective when received by the Secretary of
the  Corporation  (the  "Secretary")  or such other  officer  or agent  which is
authorized to tabulate votes,  and shall be valid for up to 11 months,  unless a
longer  period is  expressly  provided  in the  appointment  form.  The death or
incapacity  of the  shareholder  appointing a proxy does not affect the right of
the  Corporation to accept the proxy's  authority  unless notice of the death or
incapacity is received by the Secretary or other officer or agent  authorized to
tabulate votes before the proxy authority under the appointment is exercised. An
appointment of a proxy is revocable by the  shareholder  unless the  appointment
form conspicuously  states that it is irrevocable and the appointment is coupled
with an interest.

     Section 11.  Shareholder  List. After fixing a record date for a meeting of
shareholders, the Corporation shall prepare an alphabetical list of the names of
all its  shareholders  who are  entitled to notice of the  meeting,  arranged by
voting  group with the address of, and the number and class and series,  if any,
of shares held by each. The shareholders'  list must be available for inspection
by any  shareholder  for a period of ten (10) days prior to the  meeting or such
shorter  time as exists  between the record date and the meeting and  continuing
through the meeting at the Corporation's principal office, at a place identified
in the  meeting  notice in the city where the  meeting  will be held,  or at the
office of the Corporation's transfer agent or registrar.  Any shareholder of the
Corporation  or such person's agent or attorney is entitled on written demand to
inspect the  shareholders'  list (subject to the  requirements  of law),  during
regular business hours and at his expense, during the period it is available for
inspection.  The Corporation shall make the shareholders'  list available at the
meeting  of  shareholders,  and any  shareholder  or agent or  attorney  of such
shareholder  is  entitled  to inspect the list at any time during the meeting or
any adjournment.  The shareholders' list is prima facie evidence of the identity
of  shareholders  entitled  to examine  the  shareholders'  list or to vote at a
meeting of shareholders.

     Section 12. Action Without Meeting. Any action required or permitted by law
to be taken at a meeting  of  shareholders  may be taken  without  a meeting  or
notice if a consent, or consents, in writing, setting forth the action so taken,
shall be dated and signed by the holders of  outstanding  stock  having not less
than the minimum  number of votes that would be  necessary  to authorize or take
such action at a meeting at which all voting groups and shares  entitled to vote
thereon were present and voted with respect to the subject matter thereof.

     Section 13. Fixing Record Date. For the purpose of determining shareholders
entitled  to  notice  of or to  vote  at  any  meeting  of  shareholders  or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purposes, the Board
of  Directors  may  fix in  advance  a date as the  record  date  for  any  such
determination of shareholders, such date in any case to be not more than seventy
(70) days,  and,  in case of a meeting of  shareholders,  not less than ten (10)
days, before the meeting or action requiring such determination of shareholders.
If no record date is fixed for the  determination  of  shareholders  entitled to
notice  of or to vote at a  meeting  of  shareholders  or the  determination  of
shareholders entitled to receive payment of a dividend,  the date before the day
on which the  first  notice  of the  meeting  is mailed or the date on which the
resolutions of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  shareholders.
When a  determination  of  shareholders  entitled  to  vote  at any  meeting  of
shareholders has been made as provided in this Section, such determination shall
apply to any  adjournment  thereof,  except where the Board of Directors fixes a
new record date for the adjourned meeting.

     Section 14. Inspectors and Judges. The Board of Directors in advance of any
meeting may, but need not,  appoint one or more inspectors of election or judges
of the  vote,  as the  case may be,  to act at the  meeting  or any  adjournment
thereof. If any inspector or inspectors,  or judge or judges, are not appointed,
the person  presiding  at the  meeting  may,  but need not,  appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge  fails to  appear  or act,  the  vacancy  may be  filled  by the  Board of
Directors in advance of the meeting,  or at the meeting by the person  presiding
thereat.  The inspectors or judges, if any, shall determine the number of shares
of  stock  outstanding  and the  voting  power  of  each,  the  shares  of stock
represented at the meeting,  the existence of a quorum,  the validity and effect
of proxies,  and shall receive votes,  ballots and consents,  hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the

                                  Page 42 of 52

<PAGE>



person presiding at the meeting, the inspector or inspectors or judge or judges,
if any,  shall  make a report in writing of any  challenge,  question  or matter
determined by him or them, and execute a certificate of any fact found by him or
them.

     Section 15. Voting for Directors. Unless otherwise provided in the Articles
of Incorporation, directors shall be elected by a plurality of the votes cast by
the shares  entitled  to vote in the  election at a meeting at which a quorum is
present.


                                  ARTICLE THREE

                                    Directors

     Section 1. Number; Term; Election;  Qualification.  The number of directors
of the Corporation shall be fixed from time to time, within the limits specified
by the  Articles of  Incorporation,  by  resolution  of the Board of  Directors.
Directors  shall  be  elected  in the  manner  and hold  office  for the term as
prescribed in the Articles of  Incorporation.  Directors must be natural persons
who are 18 years of age or older  but  need  not be  residents  of the  State of
Nevada, shareholders of the Corporation or citizens of the United States.

     Section 2. Resignation;  Vacancies;  Removal.  A director may resign at any
time by giving  written  notice to the Board of Directors or the Chairman of the
Board.  Such resignation shall take effect at the date of receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation  shall not be necessary to make it effective.
In the event the notice of  resignation  specifies a later  effective  date, the
Board of Directors may fill the pending  vacancy  (subject to the  provisions of
the Articles of  Incorporation)  before the effective  date if they provide that
the successor does not take office until the effective date.  Director vacancies
shall be filled,  and directors may be removed,  in the manner prescribed in the
Corporation's Articles of Incorporation.

     Section 3. Powers.  The business  and affairs of the  Corporation  shall be
managed by the Board of  Directors,  which may  exercise  all such powers of the
Corporation  and do all such  lawful acts and things as are not by statute or by
the  Articles of  Incorporation  or by these  Bylaws  directed or required to be
exercised and done by the shareholders.

     Section 4. Place of Meetings.  Meetings of the Board of Directors,  regular
or special, may be held either within or without the State of Nevada.

     Section 5. Annual Meetings.  Unless scheduled for another time by the Board
of Directors,  the first meeting of each newly elected Board of Directors  shall
be held,  without call or notice,  immediately  following each annual meeting of
shareholders.

     Section 6. Regular Meetings. Regular meetings of the Board of Directors may
also be held without notice at such time and at such place as shall from time to
time be determined by the Board of Directors.

     Section 7. Special  Meetings and Notice.  Special  meetings of the Board of
Directors  may be called by the  President or Chairman of the Board and shall be
called by the Secretary on the written  request of any two  directors.  At least
forty-eight  (48) hours'  prior  written  notice of the date,  time and place of
special  meetings  of the Board of  Directors  shall be given to each  director.
Except as required by law,  neither the  business to be  transacted  at, nor the
purpose of, any  regular or special  meeting of the Board of  Directors  need be
specified  in the  notice  or  waiver of  notice  of such  meeting.  Notices  to
directors  shall be in writing and delivered to the directors at their addresses
appearing on the books of the  Corporation by personal  delivery,  mail or other
legally sufficient means.  Subject to the provisions of the preceding  sentence,
notice to  directors  may also be given by  telegram,  teletype or other form of
electronic communication. Notice by mail shall be deemed to be given at the time
when the same shall be received.  Whenever any notice is required to be given to
any  director,  a waiver  thereof  in  writing  signed by the  person or persons
entitled to such notice,  whether  before,  during or after the  meeting,  shall
constitute  an effective  waiver of such notice.  Attendance  of a director at a
meeting shall  constitute a waiver of notice of such meeting and a waiver of any
and all objections to the place of the meeting,  the time of the meeting and the
manner in which it has been called or convened,  except when a director  states,
at the  beginning of the meeting or promptly  upon  arrival at the meeting,  any
objection  to the  transaction  of business  because the meeting is not lawfully
called or convened.


                                  Page 43 of 52

<PAGE>



     Section 8. Quorum and Required Vote. A majority of the prescribed number of
directors  determined  as  provided  in  the  Articles  of  Incorporation  shall
constitute a quorum for the  transaction of business and the act of the majority
of the directors  present at a meeting at which a quorum is present shall be the
act of the Board of  Directors,  unless a  greater  number  is  required  by the
Articles of  Incorporation.  Whenever,  for any reason,  a vacancy occurs in the
Board of  Directors,  a quorum  shall  consist  of a majority  of the  remaining
directors until the vacancy has been filled. If a quorum shall not be present at
any  meeting of the Board of  Directors,  a majority  of the  directors  present
thereat may adjourn the meeting to another time and place,  without notice other
than announcement at the time of adjournment. At such adjourned meeting at which
a quorum shall be present,  any business may be transacted  that might have been
transacted at the meeting as originally notified and called.

     Section 9. Action Without  Meeting.  Any action required or permitted to be
taken at a meeting of the Board of Directors  or committee  thereof may be taken
without a meeting if a consent in writing,  setting forth the action  taken,  is
signed by all of the members of the Board of Directors or the committee,  as the
case may be,  and  such  consent  shall  have the same  force  and  effect  as a
unanimous vote at a meeting. Action taken under this Section 9 is effective when
the last director  signs the consent,  unless the consent  specifies a different
effective date. A consent signed under this Section 9 shall have the effect of a
meeting vote and may be described as such in any document.

     Section  10.  Conference  Telephone  or  Similar  Communications  Equipment
Meetings.  Directors and committee members may participate in and hold a meeting
by means of conference telephone or similar communications equipment by means of
which  all   persons   participating   in  the  meeting  can  hear  each  other.
Participation  in such a  meeting  shall  constitute  presence  in person at the
meeting,  except  where a person  participates  in the  meeting  for the express
purpose  of  objecting  to the  transaction  of any  business  on the ground the
meeting is not lawfully called or convened.

     Section 11. Committees.  The Board of Directors, by resolution adopted by a
majority of the whole Board of Directors,  may designate  from among its members
an executive  committee and one or more other committees,  each of which, to the
extent  provided  in such  resolution,  shall have and may  exercise  all of the
authority  of  the  Board  of  Directors  in the  business  and  affairs  of the
Corporation  except  where the action of the full Board of Directors is required
by applicable law. Each committee must have two or more members who serve at the
pleasure  of the Board of  Directors.  The  Board of  Directors,  by  resolution
adopted  in  accordance  with this  Article  Three,  may  designate  one or more
directors as alternate  members of any  committee,  who may act in the place and
stead  of any  absent  member  or  members  at any  meeting  of such  committee.
Vacancies in the  membership  of a committee  may be filled only by the Board of
Directors  at a  regular  or  special  meeting  of the Board of  Directors.  The
executive committee shall keep regular minutes of its proceedings and report the
same to the  Board of  Directors  when  required.  The  designation  of any such
committee and the delegation  thereto of authority  shall not operate to relieve
the Board of Directors,  or any member thereof,  of any  responsibility  imposed
upon it or such member by law.

     Section 12.  Compensation  of  Directors.  The  directors may be paid their
expenses,  if any, of  attendance  at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.  Similarly,  members of special or standing  committees may be allowed
compensation  for  attendance  at  committee  meetings  or a stated  salary as a
committee  member and  payment of expenses  for  attending  committee  meetings.
Directors may receive such other compensation as may be approved by the Board of
Directors.

                                  ARTICLE FOUR

                                    Officers

     Section 1.  Positions.  The  officers of the  Corporation  may consist of a
Chairman of the Board, a Chief Executive Officer, a President,  one or more Vice
Presidents  (any one or more of whom may be given the additional  designation of
rank of Executive Vice President or Senior Vice President), a Secretary, a Chief
Financial  Officer and a  Treasurer.  Any two or more offices may be held by the
same person.  Officers  other than the Chairman of the Board need not be members
of the Board of  Directors.  The  Chairman  of the Board must be a member of the
Board of Directors.


                                  Page 44 of 52

<PAGE>



     Section 2. Election of Specified  Officers by Board. The Board of Directors
at its first meeting  after each annual  meeting of  shareholders  shall elect a
Chairman of the Board, a Chief Executive Officer, a President,  one or more Vice
Presidents (including any Senior or Executive Vice Presidents),  a Secretary,  a
Chief Financial Officer and a Treasurer.

     Section 3. Election or Appointment of Other  Officers.  Such other officers
and assistant  officers and agents as may be deemed  necessary may be elected or
appointed by the Board of Directors,  or,  unless  otherwise  specified  herein,
appointed by the Chairman of the Board.  The Board of Directors shall be advised
of  appointments  by the  Chairman of the Board at or before the next  scheduled
Board of Directors meeting.

     Section 4.  Compensation.  The salaries,  bonuses and other compensation of
the Chairman of the Board and all officers of the  Corporation  to be elected by
the Board of Directors pursuant to Section 2 of this Article Four shall be fixed
from time to time by the Board of  Directors or pursuant to its  direction.  The
salaries of all other elected or appointed  officers of the Corporation shall be
fixed  from  time  to time by the  Chairman  of the  Board  or  pursuant  to his
direction.

     Section 5. Term;  Resignation;  Removal;  Vacancies.  The  officers  of the
Corporation  shall hold office until their  successors are chosen and qualified.
Any  officer or agent  elected or  appointed  by the Board of  Directors  or the
Chairman of the Board may be  removed,  with or without  cause,  by the Board of
Directors,  but such removal shall be without  prejudice to the contract rights,
if any, of the person so removed. Any officer or agent appointed by the Chairman
of the Board pursuant to Section 3 of this Article Four may also be removed from
such office or position by the Board of  Directors or the Chairman of the Board,
with or without cause. Any vacancy occurring in any office of the Corporation by
death,  resignation,  removal  or  otherwise  shall be  filled  by the  Board of
Directors, or, in the case of an officer appointed by the Chairman of the Board,
by the  Chairman  of the Board or the Board of  Directors.  Any  officer  of the
Corporation  may resign from his  respective  office or  position by  delivering
notice to the  Corporation,  and such  resignation  shall be  effective  without
acceptance. Such resignation shall be effective when delivered unless the notice
specifies a later  effective date. If a resignation is made effective at a later
date and the  Corporation  accepts  the  future  effective  date,  the  Board of
Directors may fill the pending  vacancy  before the effective  date if the Board
provides that the successor does not take office until such effective date.

     Section 6.  Chairman of the Board.  The Chairman of the Board shall preside
at all meetings of the shareholders and the Board of Directors.  The Chairman of
the Board shall also serve as the chairman of any executive committee.

     Section 7. Chief Executive Officer.  Subject to the control of the Board of
Directors, the Chief Executive Officer, in conjunction with the President, shall
have general and active management of the business of the Corporation, shall see
that all orders and  resolutions  of the Board of  Directors  are  carried  into
effect and shall have such powers and perform  such duties as may be  prescribed
by the Board of Directors. In the absence of the Chairman of the Board or in the
event the Board of Directors  shall not have designated a Chairman of the Board,
the Chief Executive  Officer shall preside at meetings of the  shareholders  and
the Board of  Directors.  The Chief  Executive  Officer  shall also serve as the
vice-chairman of any executive committee.

     Section 8. President. Subject to the control of the Board of Directors, the
President,  in conjunction with the Chief Executive Officer,  shall have general
and active  management  of the business of the  Corporation  and shall have such
powers and perform such duties as may be  prescribed  by the Board of Directors.
In the absence of the Chairman of the Board and the Chief  Executive  Officer or
in the event the Board of Directors  shall not have designated a Chairman of the
Board and a Chief Executive  Officer shall not have been elected,  the President
shall preside at meetings of the  shareholders  and the Board of Directors.  The
President shall also serve as the vice-chairman of any executive committee.

     Section  9. Vice  Presidents.  The Vice  Presidents,  in the order of their
seniority,  unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President and the Chief Executive Officer,  perform
the duties and exercise  the powers of the  President.  They shall  perform such
other duties and have such other powers as the Board of Directors,  the Chairman
of the Board or the Chief Executive  Officer shall prescribe or as the President
may from time to time  delegate.  Executive Vice  Presidents  shall be senior to
Senior Vice Presidents,  and Senior Vice Presidents shall be senior to all other
Vice Presidents.

     Section 10.  Secretary.  The  Secretary  shall  attend all  meetings of the
shareholders  and all  meetings  of the Board of  Directors  and  record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book

                                  Page 45 of 52

<PAGE>



to be kept for that  purpose  and shall  perform  like  duties for the  standing
committees when required. The Secretary shall give, or cause to be given, notice
of all  meetings  of the  shareholders  and  special  meetings  of the  Board of
Directors and shall keep in safe custody the seal of the  Corporation  and, when
authorized by the Board of Directors, affix the same to any instrument requiring
it. The  Secretary  shall  perform such other duties as may be prescribed by the
Board of Directors,  the Chairman of the Board,  the Chief Executive  Officer or
the President.

     Section 11. Chief Financial  Officer.  The Chief Financial Officer shall be
responsible for maintaining the financial  integrity of the  Corporation,  shall
prepare the financial  plans for the Corporation and shall monitor the financial
performance of the Corporation and its subsidiaries,  as well as performing such
other duties as may be prescribed by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President.

     Section 12.  Treasurer.  The Treasurer  shall have the custody of corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  Corporation in
such depositories as may be designated by the Board of Directors.  The Treasurer
shall  disburse the funds of the  Corporation  as may be ordered by the Board of
Directors,  taking proper vouchers for such  disbursements,  and shall render to
the Chairman of the Board and the Board of Directors at its regular  meetings or
when the Board of  Directors so requires an account of all his  transactions  as
Treasurer and of the financial condition of the Corporation. The Treasurer shall
perform such other duties as may be prescribed  by the Board of  Directors,  the
Chairman of the Board, the Chief Executive Officer or the President.

     Section 13.  Other  Officers;  Employees  and Agents.  Each and every other
officer,  employee and agent of the Corporation shall possess, and may exercise,
such power and  authority,  and shall  perform such duties,  as may from time to
time be  assigned  to such  person by the Board of  Directors,  the  officer  so
appointing  such person or such officer or officers who may from time to time be
designated by the Board of Directors to exercise such supervisory authority.


                                  ARTICLE FIVE

                             Certificates for Shares

     Section 1. Issue of  Certificates.  The shares of the Corporation  shall be
represented  by  certificates,  provided  that  the  Board of  Directors  of the
Corporation may provide by resolution or resolutions  that some or all of any or
all  classes or series of its stock  shall be  uncertificated  shares.  Any such
resolution  shall not apply to shares  represented  by a certificate  until such
certificate is surrendered to the Corporation.  Notwithstanding  the adoption of
such a resolution by the Board of Directors,  every holder of stock  represented
by certificates (and upon request every holder of  uncertificated  shares) shall
be entitled to have a certificate signed by or in the name of the Corporation by
the  Chairman  of the  Board  or a Vice  Chairman  of the  Board,  or the  Chief
Executive  Officer,  President  or Vice  President,  and by the  Treasurer or an
Assistant  Treasurer,  or  the  Secretary  or  an  Assistant  Secretary  of  the
Corporation, representing the number of shares registered in certificate form.

     Section 2.  Legends for  Preferences  and  Restrictions  on  Transfer.  The
designations,  relative rights,  preferences and limitations  applicable to each
class of shares  and the  variations  in  rights,  preferences  and  limitations
determined  for each series  within a class (and the  authority  of the Board of
Directors to determine  variations for future series) shall be summarized on the
front or back of each  certificate.  Alternatively,  each  certificate may state
conspicuously  on its  front  or back  that the  Corporation  will  furnish  the
shareholder a full statement of this  information on request and without charge.
Every  certificate  representing  shares  that are  restricted  as to the  sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted  as to  transfer,  and there shall be set forth or fairly  summarized
upon the  certificate,  or the  certificate  shall indicate that the Corporation
will furnish to any shareholder upon request and without

                                  Page 46 of 52

<PAGE>



charge,  a full statement of such  restrictions.  If the Corporation  issues any
shares that are not registered under the Securities Act of 1933, as amended,  or
not registered or qualified  under the  applicable  state  securities  laws, the
transfer of any such shares shall be restricted substantially in accordance with
the following legend:

       "THESE SHARES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
       ACT OF 1933 OR UNDER ANY APPLICABLE  STATE LAW. THEY MAY NOT
       BE OFFERED FOR SALE,  SOLD,  TRANSFERRED OR PLEDGED  WITHOUT
       (1)  REGISTRATION  UNDER THE  SECURITIES ACT OF 1933 AND ANY
       APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION
       (SATISFACTORY TO THE  CORPORATION) OF COUNSEL  (SATISFACTORY
       TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED."

     Section 3. Facsimile Signatures.  Any and all signatures on the certificate
may be a facsimile.  In case any officer,  transfer  agent or registrar  who has
signed or whose facsimile  signature has been placed upon such certificate shall
have  ceased  to be such  officer,  transfer  agent  or  registrar  before  such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

     Section  4. Lost  Certificates.  The Board of  Directors  may  direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore issued by the Corporation alleged to have been lost or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Corporation may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall  require  and/or to give the  Corporation  a
bond in such sum as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost or destroyed.

     Section 5. Transfer of Shares.  Upon  surrender to the  Corporation  or the
transfer agent of the  Corporation of a certificate  for shares duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the Corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.

     Section 6. Registered  Shareholders.  The Corporation  shall be entitled to
recognize the exclusive rights of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize  any equitable or other claim to or interest in such share or
shares on the part of any other person,  whether or not it shall have express or
other notice thereof,  except as otherwise  provided by the laws of the State of
Nevada.


                                   ARTICLE SIX

                               General Provisions

     Section 1. Dividends. The Board of Directors may from time to time declare,
and the  Corporation  may pay,  dividends  on its  outstanding  shares  in cash,
property,  stock  (including  its own shares) or  otherwise  pursuant to law and
subject to the provisions of the Articles of Incorporation.

     Section 2.  Reserves.  The Board of Directors  may by  resolution  create a
reserve or reserves  out of earned  surplus for any proper  purpose or purposes,
and may abolish any such reserve in the same manner.

     Section  3.  Checks.  All  checks  or  demands  for  money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section 4. Fiscal  Year.  The fiscal year of the  Corporation  shall end on
December 31 of each year,  unless  otherwise fixed by resolution of the Board of
Directors.


                                  Page 47 of 52

<PAGE>



     Section 5. Seal.  The Board of Directors  may adopt a seal by resolution of
the board. The corporate seal shall have inscribed thereon the name and state of
incorporation  of the  Corporation.  The  seal  may be used by  causing  it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.

     Section 6. Gender.  All words used in these Bylaws in the masculine  gender
shall extend to and shall include the feminine and neuter genders.


                                  ARTICLE SEVEN

                               Amendment of Bylaws

     Except as otherwise set forth herein, these Bylaws may be altered,  amended
or  repealed  or new  Bylaws  may be  adopted  at any  meeting  of the  Board of
Directors at which a quorum is present, by the affirmative vote of a majority of
the directors present at such meeting.

                     SECRETARY'S CERTIFICATE OF ADOPTION OF
                   THE BYLAWS OF CORONATION ACQUISITION CORP.

     I hereby certify:

          That the foregoing  Bylaws,  constitute the Bylaws of said corporation
          as duly  adopted  by the  Board of  Directors  of the  Corporation  on
          February ____, 2000.

     IN WITNESS WHEREOF,  I have hereunder  subscribed my name this _____ day of
February, 2000.


                                            /s/Harry Miller/s/
                                            ----------------------------
                                            Harry Miller, Sole Director



                                  Page 48 of 52
                                      

SPECIMEN STOCK CERTIFICATE TXT

coronation10sbex4-1.txt

                                                                          EXHIBIT 4
                                    ---------

                           SPECIMEN STOCK CERTIFICATE

               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA


CUSIP NO.

NUMBER                                                                    SHARES

                          CORONATION ACQUISITION CORP.

                             TOTAL AUTHORIZED ISSUE
                   100,000,000 SHARES PAR VALUE: $0.00001 EACH
                                  COMMON STOCK

                                                                 See Reverse for
                                                             Certain Definitions

THIS CERTIFIES THAT_______________________________________ is the owner of
_____________________________________________________fully paid and
non-aassessable shares of the above Corporation transferable only on the books
of the Corporation by the holder hereof in person or by duly authorized.
Attorney upon surrender of this Certificate properly endorsed.

Witness, the seal of the Corporation and the signatures of its duly authorized
officers.

Dated:

(SEAL)

/s/ Harry Miller /s/                                      /s/ Harry Miller /s/
------------------------                                 -----------------------
Harry Miller, Secretary                                  Harry Miller, President



                                  Page 49 of 52

<PAGE>



                            BACK OF SHARE CERTIFICATE

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulation:


TEN COM   - as tenants in common          UNIF GIF MIN ACT______Custodian______
                                                          (Cust)         (Minor)
                                          under Uniform Gift for Minors
                                          Act  __________________
                                                    (State)
TEN ENT   - as tenants by the entireties
JT TEN    - as joint tenants with right of
          survivorship and not as
          tenants in common

     Additional Abbreviations may also be used though not in the above list

For value received _____________ hereby sell, assign, and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(PLEASE  PRINT  OR  TYPEWRITE  NAME AND  ADDRESS  INCLUDING  POSTAL  ZIP CODE OR
                                   ASSIGNEE)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Shares  represented  by  the  within  Certificate,  and  do  hereby  irrevocably
constitute and appoint

____________________________________________________________________Attorney to
transfer the said Shares on the books of the within named Corporation and full
power of substitution in the premises.

Dated___________________________            __________
         In presence of

                                            ____________________________________
________________________________


NOTICE:  THE  SIGNATURE  TO THIS  ASSIGNMENT  MUST  CORRESPOND  WITH THE NAME AS
WRITTEN UPON THE FACE THE CERTIFICATE IN EVERY PARTICULAR  WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.


                                  Page 50 of 52
                                      

CONSENT OF AUDITOR TXT

coronation10sbex10-1.txt

                                                                        EXHIBIT 10.1
                                  ------------


                               GEORGE STEWART, CPA
                     2301 SOUTH JACKSON STREET, SUITE 101-G
                            SEATTLE, WASHINGTON 98144
                        (206) 328-8554 FAX (206) 328-0383




To Whom It May Concern:

The  firm  of  George  Stewart,  Certified  Public  Accountant  consents  to the
Financial Statements of Coronation Acquisition,  Corp., as of March 31, 2002 and
March 31, 2001,  in any filings that are necessary now or in the future with the
U.S. Securities and Exchange Commission.



Very truly yours,

/s/George Stewart, CPA
--------------------------
George Stewart, CPA

April 24, 2002









                                 Page 51 of 52
                                      

CONSENT OF AUDITOR TXT

coronation10sbex10-2.txt

                                                                        EXHIBIT 10.2
                                  ------------


                               GEORGE STEWART, CPA
                     2301 SOUTH JACKSON STREET, SUITE 101-G
                            SEATTLE, WASHINGTON 98144
                        (206) 328-8554 FAX (206) 328-0383




To Whom It May Concern:

The firm of George Stewart, Certified Public Accountant consents to the
inclusions of my report April 17, 2002 on the Financial Statements of Coronation
Acquisition, Corp., as of December 31, 2001 and December 31, 2000, in any
filings that are necessary now or in the future with the U.S. Securities and
Exchange Commission.



Very truly yours,


/s/George Stewart, CPA
-----------------------
George Stewart, CPA

April 18, 2002









                                  Page 52 of 52