As filed with the Securities and Exchange Commission on May 4, 2005
                                               Registration No. 333-____________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


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

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

16857 E. Saguaro Blvd., Fountain Hills, Arizona                      85268
(Address of Principal Executive Offices)                          (Zip Code)


                 2005 Employee and Consultant Compensation Plan
                            (Full title of the plan)

                                 Gary R. Smith
                                   President
                           Coronado Industries, Inc.
                16857 E. Saguaro Blvd., Fountain Hills, AZ 85268
                    (Name and address of agent for service)

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

                                  With copy to:

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

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

                        CALCULATION OF REGISTRATION FEE

================================================================================
                                             Proposed    Proposed
      Title of                               Maximum     Maximum
     Securities                   Amount     Offering    Aggregate    Amount of
       to be                       to be       Price     Offering   Registration
     Registered                 Registered   Per Share     Price         Fee
--------------------------------------------------------------------------------

Common Stock, $.001 par value   12,000,000     $.065     $ 780,000      $91.81
================================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.

THE PLANS

         This  registration  statement  covers the 2005 Employee and  Consultant
Compensation  Plan  (the  "2005  Plan")  and  Coronado  Industries,   Inc.  (the
"Registrant")  will fund the Plan with up to 12,000,000  shares of its $.001 par
value common stock (the "Stock").  The 2005 Plan is described in the letter from
the Registrant to its employees and consultants.  The Plan is not subject to the
provisions of ERISA and the Plan has no administrators.

DESCRIPTION OF REGISTRANT'S SECURITIES

         The  authorized  capital stock of the Company  consists of  400,000,000
shares of common stock ("Common Stock"), of which 196,995,381 shares were issued
and  outstanding  on April  25,  2005 and  3,000,000  shares  of $.001 par value
Preferred  Stock,  of which no shares have been issued as of April 25, 2005. All
presently outstanding shares are duly authorized, fully-paid and non-assessable.

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

ISSUANCE OF SHARES

         At the direction of the Registrant's Board of Directors,  the employees
and  consultants of the  Registrant are eligible to participate in  Registrant's
2005 Plan. The employees and all consultants may participate in the 2005 Plan by
electing  to  receive   Registrant's   common   stock  for  accrued  and  unpaid
compensation  at any time  after  May 1,  2005 on the  basis  of one  share at a
negotiated  price not less than ninety  percent (90%) of the lowest  closing bid
price in the week prior to their accrued salary being due.

         The Stock will not be purchased in the open market.

RESALE RESTRICTIONS

         Shares issued pursuant to the 2005 Plan to  Registrant's  employees and
consultants  who are not  affiliates  of the  Registrant  are not  restricted in
resale or reoffer.  Management  employees who receive shares under the 2005 Plan
will  only be able to  resell  or  reoffer  their  shares  by means of a Reoffer
Prospectus filed in a post-effective  amendment to this  Registration  Statement
and will be bound by the volume limitation of Rule 144.


                                       2
<PAGE>

ITEM 2.

         The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  2004 and all  reports  filed  with the  Securities  and  Exchange
Commission  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934  subsequent to December 31, 2004 are  incorporated  by reference  into this
Prospectus. Copies of these documents are available to any eligible employee and
consultant,  without charge, upon written or oral request made to the Registrant
at 16857 E. Saguaro Blvd., Fountain Hills, Arizona 85268, telephone number (480)
837-6810.



                                       3
<PAGE>

                                     PART I

                 INFORMATION REQUIRED IN THE REOFFER PROSPECTUS


ITEM 1.  Not Applicable


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following  documents are hereby incorporated by reference into this
Registration  Statement:  (a) the Registrant's  Annual Report on Form 10-KSB for
the fiscal year ended  December  31,  2004;  and (b) all reports  filed with the
Securities  and Exchange  Commission  pursuant to Section  13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to December 31, 2004.

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

ITEM 4.  DESCRIPTION OF SECURITIES. Not applicable.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.

ITEM 8.  EXHIBITS.

         Exhibit Index located at Page 8.


                                       4
<PAGE>

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

         (c)   Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the


                                       5
<PAGE>

Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       6
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fountain Hills, and the State of Arizona,  on May 2,
2005.

                                        CORONADO INDUSTRIES, INC.


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

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

                                          CAPACITY IN
          SIGNATURE                      WHICH EXECUTED              DATE
-------------------------------    -------------------------    ---------------


/s/ Gary R. Smith                  President, Treasurer          May 2, 2005
-------------------------------    (Principal Financial
Gary R. Smith                      and Accounting Officer);
                                   Director


/s/ G. Richard Smith               Chairman (Chief Executive     May 2, 2005
-------------------------------    Officer) and Secretary;
G. Richard Smith                   Director


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


/s/ Mark Smith                     Director                      May 2, 2005
-------------------------------
Mark Smith


                                       7
<PAGE>

                                  EXHIBIT INDEX


   Exhibit                                                           Method of
   Number                          Description                        Filing
--------------   ----------------------------------------------    -------------

     4.1         Letter to Employees re: Employee and
                 Consultant Compensation Plan                            *

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

    23.1         Consent of Accountants                                  *

    23.2         Consent of Counsel                                See Exhibit 5

----------------
* Filed herewith



                                       8
[{"type": "S-8", "sequence": "1", "filename": "p0479_s-8.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 15177}]
{"company-data": {"conformed-name": "CORONADO INDUSTRIES INC", "cik": "0000859365", "assigned-sic": "3827", "irs-number": "223161629", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124608", "film-number": "05796627"}, "business-address": {"street1": "16929 EAST ENTERPRISE DRIVE", "street2": "SUITE 202", "city": "FOUNTAIN HILLS", "state": "AZ", "zip": "85268", "phone": "6028376810"}, "mail-address": {"street1": "16929 EAST ENTERPRISE DRIVE", "street2": "#202", "city": "FOUNTAIN HILLS", "state": "AZ", "zip": "85268"}, "former-company": [{"former-conformed-name": "LOGICAL COMPUTER SERVICES OF NEW YORK LTD", "date-changed": "19930328"}, {"former-conformed-name": "FIRST LLOYD FUNDING INC", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on May 4, 2005
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

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

16857 E. Saguaro Blvd., Fountain Hills, Arizona                      85268
(Address of Principal Executive Offices)                          (Zip Code)

                 2005 Employee and Consultant Compensation Plan
                            (Full title of the plan)

                                 Gary R. Smith
                                   President
                           Coronado Industries, Inc.
                16857 E. Saguaro Blvd., Fountain Hills, AZ 85268
                    (Name and address of agent for service)

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

                                  With copy to:

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

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

                        CALCULATION OF REGISTRATION FEE

================================================================================
                                             Proposed    Proposed
      Title of                               Maximum     Maximum
     Securities                   Amount     Offering    Aggregate    Amount of
       to be                       to be       Price     Offering   Registration
     Registered                 Registered   Per Share     Price         Fee
--------------------------------------------------------------------------------

Common Stock, $.001 par value   12,000,000     $.065     $ 780,000      $91.81
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.

THE PLANS

         This  registration  statement  covers the 2005 Employee and  Consultant
Compensation  Plan  (the  "2005  Plan")  and  Coronado  Industries,   Inc.  (the
"Registrant")  will fund the Plan with up to 12,000,000  shares of its $.001 par
value common stock (the "Stock").  The 2005 Plan is described in the letter from
the Registrant to its employees and consultants.  The Plan is not subject to the
provisions of ERISA and the Plan has no administrators.

DESCRIPTION OF REGISTRANT'S SECURITIES

         The  authorized  capital stock of the Company  consists of  400,000,000
shares of common stock ("Common Stock"), of which 196,995,381 shares were issued
and  outstanding  on April  25,  2005 and  3,000,000  shares  of $.001 par value
Preferred  Stock,  of which no shares have been issued as of April 25, 2005. All
presently outstanding shares are duly authorized, fully-paid and non-assessable.

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

ISSUANCE OF SHARES

         At the direction of the Registrant's Board of Directors,  the employees
and  consultants of the  Registrant are eligible to participate in  Registrant's
2005 Plan. The employees and all consultants may participate in the 2005 Plan by
electing  to  receive   Registrant's   common   stock  for  accrued  and  unpaid
compensation  at any time  after  May 1,  2005 on the  basis  of one  share at a
negotiated  price not less than ninety  percent (90%) of the lowest  closing bid
price in the week prior to their accrued salary being due.

         The Stock will not be purchased in the open market.

RESALE RESTRICTIONS

         Shares issued pursuant to the 2005 Plan to  Registrant's  employees and
consultants  who are not  affiliates  of the  Registrant  are not  restricted in
resale or reoffer.  Management  employees who receive shares under the 2005 Plan
will  only be able to  resell  or  reoffer  their  shares  by means of a Reoffer
Prospectus filed in a post-effective  amendment to this  Registration  Statement
and will be bound by the volume limitation of Rule 144.

                                       2
ITEM 2.

         The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  2004 and all  reports  filed  with the  Securities  and  Exchange
Commission  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934  subsequent to December 31, 2004 are  incorporated  by reference  into this
Prospectus. Copies of these documents are available to any eligible employee and
consultant,  without charge, upon written or oral request made to the Registrant
at 16857 E. Saguaro Blvd., Fountain Hills, Arizona 85268, telephone number (480)
837-6810.

                                       3
PART I

                 INFORMATION REQUIRED IN THE REOFFER PROSPECTUS

ITEM 1.  Not Applicable

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following  documents are hereby incorporated by reference into this
Registration  Statement:  (a) the Registrant's  Annual Report on Form 10-KSB for
the fiscal year ended  December  31,  2004;  and (b) all reports  filed with the
Securities  and Exchange  Commission  pursuant to Section  13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to December 31, 2004.

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

ITEM 4.  DESCRIPTION OF SECURITIES. Not applicable.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.

ITEM 8.  EXHIBITS.

         Exhibit Index located at Page 8.

                                       4
ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

         (c)   Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the

                                       5
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fountain Hills, and the State of Arizona,  on May 2,
2005.

                                        CORONADO INDUSTRIES, INC.

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

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

                                          CAPACITY IN
          SIGNATURE                      WHICH EXECUTED              DATE
-------------------------------    -------------------------    ---------------

/s/ Gary R. Smith                  President, Treasurer          May 2, 2005
-------------------------------    (Principal Financial
Gary R. Smith                      and Accounting Officer);
                                   Director

/s/ G. Richard Smith               Chairman (Chief Executive     May 2, 2005
-------------------------------    Officer) and Secretary;
G. Richard Smith                   Director

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

/s/ Mark Smith                     Director                      May 2, 2005
-------------------------------
Mark Smith

                                       7
EXHIBIT INDEX

   Exhibit                                                           Method of
   Number                          Description                        Filing
--------------   ----------------------------------------------    -------------

     4.1         Letter to Employees re: Employee and
                 Consultant Compensation Plan                            *

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

    23.1         Consent of Accountants                                  *

    23.2         Consent of Counsel                                See Exhibit 5

----------------
* Filed herewith

                                       8