Form 10SB12G/A Home System Group

What is Form 10SB12G/A?
  • Accession No.: 0001096906-02-000495 Act: 34 File No.: 000-49770 Film No.: 02686996
  • CIK: 0001172319
  • Submitted: 2002-06-26

AMENDMENT NO 1 TO FORM SB-2 TXT

coronation10sb12g_a1.txt

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


                          Form 10-SB - Amendment No. 1


                 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                        43-195-4776
 (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)







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                                     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 ...................................................... 8
                     Federal Tax Implications........................................ 8
                     Securities Law Implications..................................... 9
                     Indemnification................................................. 9
           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 PERSON
                      OFFICERS AND DIRECTORS........................................ 10
                     Other Blank Check Companies.................................... 10
                     Prior Blank Check Involvement.................................. 10
                     Conflicts of Interest.......................................... 11
                     Investment Company Act of 1940................................. 12
                     Investment Advisor Act of 1940................................. 12
           ITEM 6. EXECUTIVE COMPENSATION........................................... 12
           ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................... 13
           ITEM 8. DESCRIPTION OF SECURITIES........................................ 13
                     Common Stock................................................... 13
                     Transfer Agent................................................. 13

PART II    ......................................................................... 13
           ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS......... 13
                     Dividend Policy................................................ 14
                     Penny Stock.................................................... 14
           ITEM 2. LEGAL PROCEEDINGS................................................ 14
           ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE......................... 15
           ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.......................... 15
           ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS........................ 15

PART F/S   ......................................................................... 16
           UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2002 AND 2001................... 17
           AUDITED FINANCIAL STATEMENTS DECEMBER 31, 2001 AND 2000...................24

PART III   ..........................................................................33
           ITEM 1.  INDEX TO EXHIBITS................................................33
</TABLE>



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                                     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 June
25, 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
blank 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

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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."


                                     Page 2

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Coronation 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.

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.


Coronation 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.


                                     Page 3

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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 the
target entity 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.


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



                                     Page 4

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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.
     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

                                     Page 5

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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.

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 closing the proposed transaction. Requiring audited financial
statements prior to closing will ensure that Coronation can meet its regulatory
filing obligations for such transactions at the time of closing.


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.

                                     Page 6

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     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.

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.


                                     Page 7

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           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 other than its sole officer
and director Harry Miller. Mr. 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 Mr. Miller. See "ITEM 5
- DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."

Harry Miller is currently involved with one other "blank check" company, Black
Gardenia Corp. In addition to a conflict of time, there is an additional
conflict of interest between Coronation and Black Gardenia Corp. as their
business intent is identical and both are reliant on the efforts of Mr. Miller.
See "ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS" and
"PRIOR BLANK CHECK INVOLVEMENTS."


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.


                                     Page 8

<PAGE>



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."

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 June 25, 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.

<TABLE>
<CAPTION>


Name and Address                       Amount and Nature of              Percent of Class
of Beneficial Owner                  Beneficial Ownership (1)
-----------------------------------------------------------------------------------------
<S>                            <C>                                       <C>
Harry Miller                                5,000,000                         100%
401 Detwiller Lane             (Restricted securities as defined in
Bellevue, WA 98004                 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.

</TABLE>



                                     Page 9

<PAGE>



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 Mr.
Miller 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 Solar Health Care of Florida
that included leasing office space, preparing and filing the complex application
to the state, hiring staff and negotiating the purchase of an 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 blank check company; Medina Coffee, Inc., a
public reporting development stage company operating in the specialty coffee
cart industry which has just completed a registered Form SB-1 offering and
working on opening its first coffee cart location; and DentalServ.Com, a private
non- reporting development stage company focused on developing management
software for dental offices. DentalServ.Com has developed prototype management
software and reserved the website name "DentalServ.Com".


Mr. Miller is Coronation's only promoter.

Other Blank Check Companies
---------------------------


Mr. Harry Miller is involved in one other blank check company called Black
Gardenia Corp. Black Gardenia Corp. filed a Form 10SB registration statement
with the Securities and Exchange Commission on April 30, 2002. 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. Mr. Miller has
not been involved with any other blank check companies other than Coronation and
Black Gardenia Corp.

Prior Blank Check Involvement
-----------------------------

Mr. Harry Miller has no prior involvement with blank check companies. The only
blank check companies Harry Miller has ever been involved with is Coronation and
Black Gardenia Corp. Neither Coronation or Black Gardenia Corp. have ever
offered securities to the public. Mr. Miller, the sole officer and director of
both Coronation and Black Gardenia, is also the sole stockholder of both
companies.

Coronation and Black Gardenia Corp. filed Form 10SB registration statements with
the Securities and Exchange Commission on April 30, 2002. Neither company has
entered into discussions or even made inquires as to possible merger or
acquisition opportunities never mind entering into negotiations with another
entity.

Mr. Miller currently does not intend to form or promote other blank check
companies other than Coronation and Black Gardenia at this time. He does,
however, reserve the right to change his mind and as such will handle all


                                     Page 10

<PAGE>




resulting conflicts as set out in the subsection "Conflicts of Interest"
immediately following this subsection. As for the current conflict between us
and Black Gardenia Corp., Mr. Miller will offer Black Gardenia Corp. the
opportunity to be merged or acquire the first suitable business opportunity
presented. We will be presented with the second suitable opportunity.


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. Mr. Miller is involved with one other
blank check company Black Gardenia Corp. Mr. Miller is also engaged in various
other business activities such as Eastside Mortgage, LLC. and the development of
the business ventures of Medina Coffee, Inc., a public company, and
DentalServ.Com, a private company. 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 has organized one other black check company besides us, Black
Gardenia Corp. He may also choose to organize other companies as blank check
companies in the future. Mr. Miller has an existing conflict of interest between
us and Black Gardenia Corp. Further conflicts my develop in the event that he
organizes other blank check companies actively seeking the acquisition of
businesses that are identical or similar to those that we may seek.

On a day to day basis, we expect Mr. Miller to devote approximately one to two
hours per day to the management of our regulatory and financial affairs and
business development which includes seeking, evaluating, negotiating and
consummating a business combination with a suitable entity. We expect Mr. Miller
will devote a similar amount of time to Black Gardenia. Black Gardenia will have
the first opportunity to merge or acquire any business opportunity Mr. Miller
identifies or is presented to Mr. Miller. We expect that he will devote more
time to Black Gardenia when such an opportunity has been identified. In turn, we
expect Mr. Miller to devote more time to us when a business opportunity has been
identified for Coronation.

In order to deal with the current conflict of interest that exists between us
and Black Gardenia Corp., and any potential conflicts of interests that may
develop between us and any future blank check companies that Mr. Miller may
become associated with, we have adopted the following guidelines:

           (1)       As stated earlier, with respect to the conflict between
                     ourselves and Black Gardenia, Black Gardenia will have the
                     right to enter into negotiations for any acquisition or
                     merger opportunity before us.

           (2)       If, at any time we and any other companies that may be
                     associated with Mr. Miller in the future other than Black
                     Gardenia are simultaneously seeking business opportunities,
                     Mr. Miller may face the conflict of whether to submit a
                     potential business 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
                     cleared its registration statement with the Securities and
                     Exchange Commission.

           (3)       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


                                     Page 11

<PAGE>




                    (b)  ceases its search for additional businesses identical
                         or similar to those we may seek.

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 12

<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 March 2, 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 June 25, 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 June 25, 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 June 25, 2002, the number of holders of Coronation's Common Stock was one.



                                     Page 13

<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 14

<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. Rule 144 may not be available to the stockholders of Coronation.

On January 21, 2000, in response to a request from Ken Worm, Assistant Director,
OTC Compliance Unit of the National Association of Securities Dealers, Richard
K. Wulff, Chief Office of Small Business of the Securities and Exchange
Commission, issued a staff interpretation on the free trading status of
securities initially issued by blank check companies in a number of factual
scenarios. Mr. Wulff opined that in the several scenarios put forward by Mr.
Worm, a blank check issuer would not be able to rely upon the availability of
Rule 144 or Section 4(1) of the Securities Act of 1933, and the shares issued by
the blank check company would not be freely tradeable without registration under
the Securities Act of 1933. Further information may be found in the NASD Notice
to Members 00- 49.

Coronation also has obligations to ensure that any state laws are not violated
through the sale and resale of its securities. Harry Miller, President and sole
stockholder 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 Federal and 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.


                                     Page 15

<PAGE>



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.

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 16

<PAGE>



                          CORONATION ACQUISITION, CORP
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS


                             MARCH 31, 2002 AND 2001









                                     Page 17

<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 18

<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 19

<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 20

<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)
====================================== ================  ===========  ================  =============


March 2, 2000
issued for cash                               5,000,000  $        50  $            450  $           -


Net loss, February 9, 2000
(inception) to December 31, 2000                                                                 (580)
Balance December 31, 2000                     5,000,000           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 21

<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 22

<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 23

<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 24

<PAGE>



                          CORONATION ACQUISITION, CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS


                           DECEMBER 31, 2001 AND 2000




<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

<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

<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

<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

<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

<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

<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

<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

<PAGE>



                                    PART III


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

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

                   3.1*                             Articles of Incorporation
                   3.2*                             Articles of Amendment
                   3.3*                             Bylaws
                   23.1                             Consent of Auditor
                   23.2*                            Consent of Auditor

* Previously filed on April 26, 2002.




                                   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: June 25, 2002


                                     Page 33
                                      

EX-23.1 TXT

coron10sb12ga1_consent.txt

                                                                        EXHIBIT 23.1


                               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



June 25, 2002