Coronus Solar Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION FOR CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - Coronus Solar Inc.	exh321.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION FOR PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - Coronus Solar Inc.	exh311.htm
EX-10.7 - SHARE PURCHASE AGREEMENT WITH CORONUS ENERGY CORP., JEFFERSON THACHUK, MARK BURGERT, RAVEN KOPELMAN, DAVID HOLMES, KENNETH BOGAS AND JOHN OMELIAN. - Coronus Solar Inc.	exh107.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53697

INSIGHTFULMIND LEARNING, INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

(State or other jurisdiction of incorporation or organization)

300-1055 West Hastings Street

Vancouver, British Columbia

Canada V6E 2E9

(Address of principal executive offices, including zip code.)

604-609-6152

(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]

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

Large Accelerated Filer	[ ]	Accelerated Filer	[ ]
Non-accelerated Filer	[ ]	Smaller Reporting Company	[X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [X] NO [ ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

October 27, 2009 - 6,771,293 shares of common stock.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INSIGHTFULMIND LEARING, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
(Expressed in US Dollars)

			September 30,		March 31,
			2009		2009
			(Unaudited)		(Audited)
ASSETS
CURRENT
	Cash and cash equivalents	$	1,184	$	6,883
	Goods and services tax receivable		1,498		3,111
	Prepaid Expenses		1,683		1,706

TOTAL CURRENT ASSETS			4,365		11,700

EQUIPMENT (Note 4)			336		322

WEBSITE DEVELOPMENT COSTS (Note 5)			3,299		3,743

INTANGIBLE ASSET (Note 6)			283		256

TOTAL ASSETS		$	8,283	$	16,021


LIABILITIES
CURRENT
	Accounts Payable and accrued liabilities	$	8,631	$	10,385
	Loan from a shareholder (Note 7)		131,972		86,494

TOTAL CURRENT LIABILITIES			140,603		96,879

STOCKHOLDERS' DEFICIENCY
SHARE CAPITAL (Note 8)
	Authorized:
	Unlimited voting common shares without par value
	Issued and outstanding:
	6,771,293 common shares		681,999		681,999

ADDITIONAL PAID IN CAPITAL			272,190		254,080

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)			(13,447)		2,706

DEFICIT, accumulated during the development stage			(1,073,062)		(1,019,643)

TOTAL STOCKHOLDER'S (DEFICIENCY)			(132,320)		(80,858)

TOTAL LIABILITIES AND STOCKHOLDER'S (DEFICIENCY)		$	8,283	$	16,021

CONTINGENT LIABILITIES (Note 9)
GOING CONCERN (Note 2)
(See accompanying notes to the financial statements)

F-1

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INSIGHTFULMIND LEARING, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. Dollars)
(Unaudited)

											Cumulative from
			Three months ended				Six months ended				inception
			September 30,				September 30,				(December 3, 2001) to
			2009		2008		2009		2008		September 30, 2009

REVENUE		$	81	$	321	$	240	$	321	$	1,742

EXPENSES
	Amortization		566		2,268		1,099		4,609		35,620
	Consulting fee		-		-		-		-		20,928
	Interest on shareholder loan		1,220		500		2,212		793		7,194
	Interest and bank charges		587		486		1,421		1,007		9,544
	Office and miscellaneous		3,852		666		6,738		1,220		23,472
	Professional fees		10,786		26,473		24,852		47,771		148,611
	Repairs and maintenance		-		-		-		-		869
	Salaries and wages		8,265		8,812		16,009		18,775		330,046
	Stock based compensation		-		-		-		-		466,165
	Telephone and utilities		319		330		615		672		10,103
	Advertising and promotion		488		1,079		1,458		1,518		8,866
	Write down in website development costs		-		-		-		-		14,145

			26,083		40,614		54,404		76,365		1,075,563

OTHER INCOME
	Interest income		-		-		16		16		30
	Debt forgiven		729		-		729		-		729

			729		-		745		16		759

NET LOSS FOR THE PERIOD			(25,273)		(40,293)		(53,419)		(76,028)		(1,073,062)

CURRENCY TRANSLATION ADJUSTMENT			(9,279)		1,923		(16,153)		2,122		(13,447)

COMPREHENSIVE LOSS FOR THE PERIOD		$	(34,552)	$	(38,370)	$	(69,572)	$	(73,906)	$	(1,086,509)

Basic and diluted loss per share		$	(0.00)	$	(0.01)	$	(0.01)	$	(0.01)

Weighted average number of common shares outstanding - basic and diluted			6,771,293		6,771,293		6,771,293		6,771,293

(See accompanying notes to the financial statements)

F-2

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INSIGHTFULMIND LEARNING, INC.
(A Development Stage Company)
STATEMENTS OF IN STOCKHOLDERS' EQUITY (DEFICIENCY)
December 3, 2001 (inception) to September 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)

					DEFICIT	ACCUMULATED
					ACCUMULATED	OTHER	TOTAL
				ADDITIONAL	DURING	COMPREHENSIVE	STOCKHOLDERS'
		COMMON STOCK		PAID-IN	DEVELOPMENT	INCOME	EQUITY
		SHARES	AMOUNT	CAPITAL	STAGE	(LOSS)	(DEFICIENCY)

Stock issued for service at $0.105 per share
on December 5, 2001		37,500	3,931	-	-	-	3,931
Stock issued for cash at $0.0004 per share
on December 5, 2001, revalued at $0.105 per share		3,375,000	353,767	-	-	-	353,767
Stock issued for cash at $0.105 per share
on December 5, 2001		150,000	15,722	-	-	-	15,722
Stock-based compensation on 75,000 options granted		-	-	6,026	-	-	6,026
Comprehensive income (loss):
	Currency translation adjustment	-	-	-	-	(9)	(9)
	(Loss) for the period	-	-	-	(376,277)	-	(376,277)

Balance, March 31, 2002		3,562,500	373,420	6,026	(376,277)	(9)	3,160

Stock issued for cash at $0.110 per share
on April 5, 2002		117,647	12,916	-	-	-	12,916
Stock issued for cash at $0.145 per share
on June 18, 2002		44,445	6,458	-	-	-	6,458
Exercise of warrants at $0.110 per share
on August 15, 2002		117,647	12,916	-	-	-	12,916
Stock issued for cash at $0.145 per share
on December 16, 2002		22,222	3,229	-	-	-	3,229
on January 10, 2003		22,223	3,229	-	-	-	3,229
on January 21, 2003		44,445	6,458	-	-	-	6,458
on March 7, 2003		102,845	14,944	-	-	-	14,944
on March 13, 2003		13,822	2,008	-	-	-	2,008
Stock issued for debt at $0.145 per share
on January 15, 2003		11,111	1,615	-	-	-	1,615
Imputed interest from shareholder loan		-	-	340	-	-	340
Stock-based compensation on 25,000 options granted		-	-	1,957	-	-	1,957
Comprehensive income (loss):
	Currency translation adjustment	-	-	-	-	197	197
	(Loss) for the year	-	-	-	(67,360)	-	(67,360)

Balance, March 31, 2003		4,058,907	437,194	8,323	(443,637)	188	2,068

Stock issued for cash at $0.167 per share
on April 2, 2003		44,445	7,403	-	-	-	7,403
on May 13, 2003		22,223	3,702	-	-	-	3,702
on May 21, 2003		22,223	3,702	-	-	-	3,702
on June 23, 2003		66,667	11,105	-	-	-	11,105
on August 1, 2003		22,222	3,702	-	-	-	3,702
on August 6, 2003		22,223	3,702	-	-	-	3,702
on October 24, 2003		25,000	4,164	-	-	-	4,164
on November 18, 2003		25,000	4,164	-	-	-	4,164
(See accompanying notes to the financial statements)

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INSIGHTFULMIND LEARNING, INC.
(A Development Stage Company)
STATEMENTS OF IN STOCKHOLDERS' EQUITY (DEFICIENCY)
December 3, 2001 (inception) to September 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)

					DEFICIT	ACCUMULATED
					ACCUMULATED	OTHER	TOTAL
				ADDITIONAL	DURING	COMPREHENSIVE	STOCKHOLDERS'
		COMMON STOCK		PAID-IN	DEVELOPMENT	INCOME	EQUITY
		SHARES	AMOUNT	CAPITAL	STAGE	(LOSS)	(DEFICIENCY)
Stock issued for debt at $0.167 per share
on April 15, 2003		11,111	1,851	-	-	-	1,851
on July 15, 2003		11,111	1,851	-	-	-	1,851
on October 15, 2003		11,111	1,851	-	-	-	1,851
Comprehensive income (loss):
	Currency translation adjustment	-	-	-	-	(265)	(265)
	(Loss) for the year	-	-	-	(63,056)	-	(63,056)

Balance, March 31, 2004		4,342,243	484,390	8,323	(506,693)	(77)	(14,057)

Stock issued for cash at $0.078 per share
on June 15, 2004		600,000	47,054	-	-	-	47,054
on June 30, 2004		200,000	15,685	-	-	-	15,685
on December 17, 2004		755,000	59,210	-	-	-	59,210
Forgiveness of debt by a director and shareholder		-	-	3,921	-	-	3,921
Comprehensive income (loss):
	Currency translation adjustment	-	-	-	-	(12,847)	(12,847)
	(Loss) for the year	-	-	-	(65,452)	-	(65,452)

Balance, March 31, 2005		5,897,243	606,339	12,244	(572,145)	(12,924)	33,514

Exercise of warrants at $0.084 per share
on July 28, 2005		100,000	8,385	-	-	-	8,385
on September 14, 2005		50,000	4,193	-	-	-	4,193
Stock issued for debt at $0.084 per share
on March 15, 2006		197,800	16,586	-	-	-	16,586
Forgiveness of debt by a director and shareholder		-	-	34,798	-	-	34,798
Imputed interest from shareholder loan		-	-	350	-	-	350
Stock-based compensation on 450,000 options granted		-	-	31,972	-	-	31,972
Comprehensive income (loss):
	Currency translation adjustment	-	-	-	-	1,059	1,059
	(Loss) for the year	-	-	-	(112,773)	-	(112,773)

Balance, March 31, 2006		6,245,043	635,503	79,364	(684,918)	(11,865)	18,083

Stock issued for cash at $0.088 per share
on November 24, 2006		300,000	26,369	-	-	-	26,369
on December 7, 2006		200,000	17,579	-	-	-	17,579
Forgiveness of debt by a director and shareholder		-	-	31,643	-	-	31,643
Imputed interest from shareholder loan		-	-	939	-	-	939
Stock-based compensation on 100,000 options granted		-	-	7,932	-	-	7,932
Comprehensive income (loss):
	Currency translation adjustment	-	-	-	-	(108)	(108)
	(Loss) for the year	-	-	-	(65,430)	-	(65,430)
(See accompanying notes to the financial statements) F-4 -5-

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Company)
STATEMENTS OF IN STOCKHOLDERS' EQUITY (DEFICIENCY)
December 3, 2001 (inception) to September 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)

					DEFICIT	ACCUMULATED
					ACCUMULATED	OTHER	TOTAL
				ADDITIONAL	DURING	COMPREHENSIVE	STOCKHOLDERS'
		COMMON STOCK		PAID-IN	DEVELOPMENT	INCOME	EQUITY
		SHARES	AMOUNT	CAPITAL	STAGE	(LOSS)	(DEFICIENCY)

Balance, March 31, 2007		6,745,043	679,451	119,877	(750,348)	(11,973)	37,006

Stock issued for debt at $0.097 per share
on May 4, 2007		26,250	2,548	-	-	-	2,548
Forgiveness of debt by a director and shareholder		-	-	34,950	-	-	34,950
Imputed interest from shareholder loan		-	-	1,126	-	-	1,126
Stock-based compensation on 100,000 options granted		-	-	8,787	-	-	8,787
Comprehensive income (loss):
	Currency translation adjustment	-	-	-	-	4,447	4,447
	(Loss) for the year	-	-	-	(96,432)	-	(96,432)

Balance, March 31, 2008		6,771,293	681,999	164,740	(846,780)	(7,526)	(7,567)

Forgiveness of debt by a director and shareholder		-	-	31,932	-	-	31,932
Imputed interest from shareholder loan		-	-	2,228	-	-	2,228
Stock-based compensation		-	-	55,180	-	-	55,180
Comprehensive income (loss):
	Currency translation adjustment	-	-	-	-	10,232	10,232
	(Loss) for the year	-	-	-	(172,863)	-	(172,863)

Balance, March 31, 2009		6,771,293	681,999	254,080	(1,019,643)	2,706	(80,858)

Forgiveness of debt by a director and shareholder		-	-	15,898	-	-	15,898
Imputed interest from shareholder loan		-	-	2,212	-	-	2,212
Stock-based compensation		-	-	-	-	-	-
Comprehensive income (loss):
	Currency translation adjustment	-	-	-	-	(16,153)	(16,153)
	(Loss) for the period	-	-	-	(53,419)	-	(53,419)

Balance, September 30, 2009		6,771,293	$681,999	$272,190	$ (1,073,062)	$(13,447)	$ (132,320)

(See accompanying notes to the financial statements)

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INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
(Unaudited)

								Cumulative from
				Six months ended				inception
				September 30,				(December 3, 2001) to
				2009		2008		September 30, 2009
OPERATING ACTIVITIES
	Net (loss) for the period		$	(53,419)	$	(76,028)	$	(1,073,062)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
		Amortization		1,099		4,609		35,620
		Foreign exchange gain/loss		30		-		(23,666)
		Forgiveness of debt		16,627		17,545		153,871
		Imputed interests		2,212		793		7,194
		Share issued for services / debts		-		-		26,301
		Stock based compensation		-		-		466,165
		Write down of website development costs		-		-		14,145
	Changes in non-cash working capital:
		Goods and service tax receivable		2,045		2,735		(456)
		Prepaid expenses		306		(525)		12,660
		Accounts payables and accrued liabilities		(3,386)		14,354		5,991

NET CASH USED IN OPERATING ACTIVITIES				(34,487)		(36,517)		(375,238)

INVESTING ACTIVITIES
	Equipment			-		-		(1,871)
	Website development costs			-		-		(44,393)
	Intangible asset			-		-		(369)

NET CASH USED IN INVESTING ACTIVITIES				-		-		(46,633)

FINANCING ACTIVITIES
	Issuance of common shares			-		-		299,431
	Loan from a shareholder			28,705		38,990		124,103

NET CASH FROM FINANCING ACTIVITIES				28,705		38,990		423,534

EFFECT OF EXCHANGE RATE ON CASH				83		(78)		(479)

NET INCREASE (DECREASE) IN CASH				(5,699)		2,395		1,184

CASH AND CASH EQUIVALENTS
(BANK INDEBTEDNESS) - Beginning of Period				6,883		(26)		-

CASH AND CASH EQUIVALENTS - End of Period			$	1,184	$	2,369	$	1,184

SUPPLEMENTAL CASH FLOWS INFORMATION
	Interest expense		$	100	$	-	$	327
	Taxes		$	-	$	-	$	-
NON-CASH FINANCING ACTIVITIES
	None		$	-	$	-	$	-
(See accompanying notes to the financial statements)

F-6

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INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 1 – Nature of Operations

InsightfulMind Learning, Inc. (“the Company”) was incorporated under the Canada Business Corporations Act on December 3, 2001 under the name “The LectureNet Learning Corporation” and was registered extra-provincially in the Province of British Columbia on January 24, 2002. The name of the Company was changed to “InsightfulMind Learning, Inc.” effective August 26, 2002.

The Company is engaged primarily in the development of educational courses which it markets on the internet. The Company is located in the City of Vancouver, Province of British Columbia, Canada.

On August 10, 2009, the Company entered into an agreement (the “Share Purchase Agreement”) to acquire all of the issued and outstanding shares of Coronus Energy Corp. (“Coronus”), a start-up stage company founded to deploy and operate utility-scale solar power systems in the State of California. Under the Share Purchase Agreement, the Company is to acquire all of the outstanding shares of Coronus in exchange for 1,000,000 common shares of the Company, at a deemed value of $0.05 per share. Authorization and approval of the Share Purchase Agreement and the issuance of the 1,000,000 common shares was subject to shareholder approval, which was obtained on October 13, 2009.

The Share Purchase Agreement required that 1,012,500 common shares of the Company held by Mr. Jeff Thachuk, President of the Company, be transferred to Mr. Mark Burgert, the sole principal of Coronus, that an aggregate of 452,500 stock options of the Company held by various persons be cancelled, and that Mr. Thachuk be appointed as a director and the Chairman, CEO, CFO, Secretary and Treasurer of Coronus, with Mr. Burgert continuing to hold the office of President of Coronus. On August 19, 2009, the transfer to Mr. Burgert of the 1,012,500 common shares was effected. On August 10, 2009, the cancellation of the 452,500 stock options and the appointments of Mr. Thachuk were effected.

The Share Purchase Agreement stipulates the transfer to Mr. Burgert of the 1,012,500 common shares was to occur not less than 61 days prior to the closing date. With the obtainment of shareholder approval and the passing of the 61 days, the Company is now in a position to close on the Share Purchase Agreement and intends to do so in early November, 2009. Upon closing, the Company will engage Mr. Burgert as a consultant, and in consideration for this engagement, grant to Mr. Burgert an aggregate of 175,000 options exercisable at a price of $0.13 per share. Additionally, upon closing, the 4,525,000 common shares of the Company then collectively held between Messrs. Thachuk and Burgert will be placed into voluntary escrow, to be released to each of them on the basis of one common share each for each $1.00 earned in revenue by the Company on a consolidated basis

F-7

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INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 2 – Basis of Presentation – Going Concern Uncertainties

The Company is considered a development stage company as defined by Financial Accounting Standards Board Statement No. 7. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses in recent years resulting in an accumulated deficit. In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements, and the success of its future operations.

The Company's ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. Management plans to obtain additional financing through the issuance of shares, in order to allow the Company to complete its development phase and commence earning revenue. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities other than in the normal course of business.

The Company will seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Information on the Company’s working capital and deficit is:

		September 30,		March 31,
		2009		2009

Working capital (deficit)	$	(136,238)	$	(85,179)
Deficit		1,073,062		1,019,643

Note 3 – Summary of Significant Accounting Policies

(a) Basis of Accounting

The financial statements are presented in U.S. dollars and have been prepared in accordance with generally accepted accounting principles of United States of America (“US GAAP”).

F-8

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INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 3 – Summary of Significant Accounting Policies - Continued

(b) Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from the estimates.

The Company’s functional currency is Canadian dollars. Transactions in other currencies are recorded in Canadian dollars at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into Canadian dollars at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.

The Company has chosen U.S. dollars as its reporting currency. Assets and liabilities are translated into the reporting U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates. Accumulated translation adjustments are reported as a separate component of other comprehensive income (loss) in the statement of stockholders’ equity (deficiency).

(d) Cash and cash equivalents

Cash and cash equivalents are highly liquid investments, such as cash on hand and term deposits with major financial institutions, having a term to maturity of three months or less at the date of acquisition that are readily convertible to known amounts of cash. As at September 30, 2009 and March 31, 2009, there were no cash equivalents.

(e) Equipment

Equipment is recorded at cost less accumulated amortization. Equipment is amortized over estimated useful lives using the following rates and methods:

Office equipment	20%	declining balance method
Computer equipment	30%	declining balance method
Computer software	100%	declining balance method

Amortization is provided at one half of the stated rates in the year of acquisition.

F-9

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INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 3 – Summary of Significant Accounting Policies - Continued

(f) Concentration of credit risk

The Company places its cash and cash equivalents with high credit quality financial institutions. At September 30, 2009, the Company had $nil (March 31, 2009 - $nil) in a bank beyond insured limits.

(g) Website development costs

Website development costs are for the development of the Company's corporate website and web-based courses. These costs have been capitalized when acquired or developed, and installed, and are being amortized over their estimated useful life of three years on a straight line basis. The Company accounts for these costs in accordance with EITF 00-2, Accounting for Website Development Costs, which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Amortization expense totals to $536 (2008: $2,230) and $1,041 (2008: $4,531) for the three-month and six-month periods ended September 30, 2009 respectively.

(h) Intangible assets

On January 8, 2008, the Company obtained the registered trademark “MathNote” from the United States Patent and Trademark Office. Intangible asset represents the trademark and is recorded at cost less accumulated amortization. The trademark is amortized over its estimated useful life of 10 years.

On April 1, 2009, the Company adopted FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). This standard is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”) and other GAAP. The measurement provisions of this standard applied only to intangible assets acquired after the effective date.

F-10

-11-

INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 3 – Summary of Significant Accounting Policies - Continued

(i) Impairment of long lived assets

Long-lived assets of the Company are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value has become impaired, in accordance with the guidance established in Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis.

(j) Asset retirement obligation

The Company has adopted SFAS No.143, Reporting Asset Retirement Obligations. An asset retirement obligation is a legal obligation associated with the retirement of tangible long-lived assets that the Company is required to settle. The Company recognizes the fair value of a liability for an asset retirement obligation in the period in which it is incurred when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. To date, the Company has not incurred any asset retirement obligations.

(k) Advertising expenses

Advertising costs are expensed as incurred. Advertising expense for the three-month and six-month periods ended September 30, 2009 was $488 (2008: $1,079) and $1,458 (2008: $1,518) respectively.

(l) Stock based compensation

The Company adopted SFAS No. 123 (revised 2004), Share-Based Payment, to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. SFAS No. 123 (revised) requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. Prior to the adoption of SFAS No. 123 (revised 2004), the Company adopted the fair value method of accounting for stock-based compensation as recommended by the Statement of Financial Accounting Standards No. 123, Accounting for Stock-based Compensation.

F-11

-12-

INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 3 – Summary of Significant Accounting Policies - Continued

(m) Loss per share

Basic loss per share is calculated using the weighted average number of shares outstanding during the year. The Company has adopted SFAS No.128, Earnings per Share, and uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on loss per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. Diluted loss per share is equal to basic loss per share because there are no potential dilutive securities.

On April 1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”) issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities. FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and affects entities that accrue cash dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the awards. FSP EITF 03-6-1 states that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The adoption of FSP EITF 03-6-1 does not have a material impact on the Company’s financial statements.

(n) Income taxes

The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in income tax rates is included in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

F-12

-13-

INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 3 – Summary of Significant Accounting Policies - Continued

(o) Fair value of financial instruments

The estimated fair values for financial instruments under SFAS No. 107, Disclosure about Fair Value of Financial Instruments, are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and can not be determined with precision. The estimated fair value of the Company’s financial instruments includes cash and cash equivalents, accounts payable and accrued liabilities and loan from a shareholder. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

On April 1, 2009, the Company adopted SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

·	Level one – Quoted market prices in active markets for identical assets or liabilities;

·	Level two – Inputs other than level one inputs that are either directly or indirectly observable; and

·	Level three – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

The adoption of SFAS 157 has no material effect on the Company’s financial position or results of operations. The book values of cash and cash equivalents, accounts and note payable approximate their respective fair values due to the short-term nature of these instruments. The Company has no assets or liabilities that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the period ended September 30, 2009.

On April 1, 2009, the Company adopted the FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, which addresses the application of Statement of Financial Accounting Standards (“SFAS”) No.157 for illiquid financial instruments. FSP FAS 157-3 clarifies that approaches to determining fair value other than the market approach may be appropriate when the market for a financial asset is not active. The adoption of FSP FAS 157-3 does not have a material effect on the Company’s financial statements.

F-13

-14-

INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 3 – Summary of Significant Accounting Policies - Continued

(o) Fair value of financial instruments - Continued

On April 1, 2009, the Company adopted the FASB Staff Position No. FAS 157-4 ("FSP FAS 157-4"), "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly". The FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of this FSP does not have a material impact on the Company’s financial statements.

On April 1, 2009, the Company adopted FASB Staff Position No. FAS 107-1 and APB 28-1 ("FSP FAS 107-1 and APB 28-1"), Interim Disclosures about Fair Value of Financial Instruments. The FSP amends SFAS 107, Disclosure about Fair Value of Financial Instruments, and Accounting Principles Board Opinion No. 28, Interim Financial Reporting, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. Adoption of this FSP does not have a material impact on the Company’s financial statements.

On April 1, 2009, the Company adopted FASB Staff Position No. FSP FAS 115-2 and FAS 124-2 ("FSP FAS 115-2 and FAS 124-2"), Recognition and Presentation of Other-Than-Temporary Impairments. The FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The adoption of this FSP does not have a material impact on the Company’s financial statements.

(p) Comprehensive income (loss)

The Company accounts for comprehensive income under the provisions of SFAS No. 130, Reporting Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Income (Loss). The Company’s comprehensive income (loss) consists of net earnings (loss) for the year and currency translation adjustments.

(q) Revenue recognition

The Company’s revenue consists of sales of internet educational courses to end-users through the Company’s website which is recognized when services are rendered and payments are received or rights to receive consideration are obtained and collection of consideration is reasonably assured.

F-14

-15-

INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 3 – Summary of Significant Accounting Policies – Continued

(r) Subsequent Events

On April 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) issued FASB No. 165, Subsequent Events (“SFAS 165”). SFAS 165 establishes general standards of accounting for disclosing events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for selecting that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. The adoption of the standard did not have a material impact on the Company.

(s) Accounting Codification

On April 1, 2009, the Company adopted the FASB issued FASB No. 168 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP in the United States. The adoption of the standard did not have a material impact on the Company.

(t) Recent Accounting Pronouncements

In June 2009, the FASB issued FASB No. 166, Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140 (“SFAS 166”). SFAS 166 requires additional disclosures about the transfer and derecognition of financial assets and eliminates the concept of qualifying special-purpose entities under SFAS 140. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The adoption of the standard will not have a material impact on the Company.

In June 2009, the FASB issued Statement No. 167, Amendments to FASB Interpretation No. 46(R). Statement 167 amends the evaluation criteria to identify the primary beneficiary of a variable interest entity provided by FASB Interpretation No. 46(R) Consolidation of Variable Interest Entities—An Interpretation of ARB No. 51. Additionally, Statement 167 requires ongoing reassessments of whether an enterprise is the primary beneficiary of the variable interest entity. The Company is currently evaluating the impact of its pending adoption on the Company’s consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

F-15

-16-

INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 4 - Equipment

Equipment at September 30, 2009 and March 31, 2009 is summarized as follows:

				Accumulated		Net book
September 30, 2009		Cost		depreciation		value

Office equipment	$	1,279	$	1,029	$	250
Computer equipment		979		893		86
	$	2,258	$	1,922	$	336


				Accumulated		Net book
March 31, 2009		Cost		depreciation		value

Office equipment	$	1,088	$	852	$	236
Computer equipment		833		747		86
	$	1,921	$	1,599	$	322

Note 5 - Website Development Costs

The Company’s website development was substantially completed in October 2005 and the capitalized cost is amortized over 3 years. The website development costs are summarized as follows:

				Accumulated		Net book
September 30, 2009		Cost		amortization		value

Website development costs	$	26,013	$	22,714	$	3,299


				Accumulated		Net book
March 31, 2009		Cost		amortization		value

Website development costs	$	22,132	$	18,389	$	3,743

F-16

-17-

INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 6 - Intangible Assets

Intangible asset at September 30, 2009 and March 31, 2009 is summarized as follows:

				Accumulated		Net book
September 30, 2009		Cost		amortization		value

Trademark	$	354	$	71	$	283


				Accumulated		Net book
March 31, 2009		Cost		amortization		value

Trademark	$	301	$	45	$	256

Note 7 - Loan From A Shareholder

Loan from a shareholder represents a series of loans from a director and shareholder of the Company which are unsecured, non-interest bearing and due on demand. The Company charged imputed interest of 4% per annum and recorded as additional paid in capital of $2,212 (2008 - $793) for the six months ended September 30, 2009.

A director and shareholder of the Company waived $15,898 ($17,545) of the management fee payable for his services rendered during the period ended September 30, 2009. The amount was recorded as additional paid in capital during the period ended September 30, 2009.

Note 8 - Stockholders’ Equity

(a) Common Stock

On December 5, 2001, the Company (i) issued 3,375,000 common shares for cash to the founder and sole director of the Company at $0.0004 per share; (ii) issued 37,500 common shares for service to a party related to the founder of the Company at $0.105 per share; and (iii) issued 150,000 common shares for cash to the sole director of the Company pursuant to a private placement at $0.105 per share. The Company recorded the 3,375,000 shares issued to the founder at fair value at $0.105 per share and recorded a stock based compensation of $352,337.

On April 1, 2002, the board of directors approved a 1.5 for 1 forward stock split of the Company’s issued and outstanding shares of common stock. These Financial Statements of the Company have been restated to reflect the 1.5 for 1 forward stock split.

F-17

-18-

INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 8 - Stockholders’ Equity - Continued

(a) Common Stock – Continued

For the fiscal year ended March 31, 2003, the Company issued (i) 117,647 units for cash at $0.110 per unit for total proceeds of $12,916; (ii) issued 250,002 common shares for cash at $0.145 per share for total proceeds of $36,326; (iii) issued 117,647 common shares upon the exercise of warrants for cash at $0.110 per share for total proceeds of $12,916; and (iv) issued 11,111 common shares for the settlement of debt at $0.145 per share for the total debt of $1,615. In connection with the above unit issuance, each unit consisted of one common share and one share purchase warrant with an exercise price at $0.110 per share. The Company adopted the residual approach and allocated the total proceeds to the common shares and $nil to the share purchase warrants.

For the fiscal year ended March 31, 2004, the Company (i) issued 250,003 common shares for cash at $0.167 per share for total proceeds of $41,644; and (ii) issued 33,333 common shares for the settlement of the debt at $0.167 for the total debt of $5,552.

For the fiscal year ended March 31, 2005, the Company (i) issued 600,000 units for cash at $0.078 per unit for total proceeds of $47,054; and (ii) issued 955,000 common shares for cash at $0.078 per share for total proceeds of $74,895. Each unit consisted of one common share and one share purchase warrant with an exercise price at $0.078 per share. The Company adopted the residual approach and allocated the total proceeds to the common stocks and $nil to the share purchase warrants.

For the fiscal year ended March 31, 2006, the Company (i) issued 150,000 common shares at $0.084 per share pursuant to the exercise of warrants for total proceeds of $12,578; and (ii) issued 197,800 common shares at $0.084 per share for the settlement of debt of $16,586.

For the fiscal year ended March 31, 2007, the Company issued 500,000 common shares for cash at $0.088 per share for total proceeds of $43,948.

For the fiscal year ended March 31, 2008, the Company issued 26,250 common shares at $0.097 per share for the settlement of debt of $2,548.

(b) Stock Options

Since inception, the Company has entered into various stock option agreements with its directors, employees and consultants.

On November 3, 2008, the Company’s board of directors approved to denominate the exercise price of outstanding stock options of 550,000, 75,000 and 25,000 at exercise prices of $0.13, $0.14 and $0.21 per share in U.S. dollars, respectively. The transaction is regarded as cancellation of original stock options previously granted and then granted on the same day with the same number of stock options with the same terms except the exercise prices are denominated in U.S. dollars.

F-18

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INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 8 - Stockholders’ Equity - Continued

(b) Stock Options – Continued

The fair value of each option granted for the year ended March 31, 2009 has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Year ended
	March 31, 2009

Expected volatility	110.6% - 121.6%
Risk-free interest rate	2.39% - 3.03%
Expected life	3.2 years - 8.5 years
Dividend yield	0.00%

On August 10, 2009, 452,500 stock options were cancelled pursuant to the Share Purchase Agreement among Insightfulmind Learning, Inc., Coronus Energy Corp., Jefferson Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas, and John Omielan.

There was no option exercised or expired during the six months ended September 30, 2009 and the year ended March 31, 2009.

During the six months ended September 30, 2009, the Company incurred a total of $nil (2008: $nil) in stock based compensation expenses.

Changes in stock options for the period ended September 30, 2009 and the year ended March 31, 2009 are summarized as follows:

	Options Outstanding
			Weighted
			average
	Number of		exercise
	shares		price

Balance, March 31, 2009 and 2008	650,000	$	0.13
Cancelled	(452,500)		0.13
Balance, September 30, 2009	197,500	$	0.13

F-19

-20-

INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 8 - Stockholders’ Equity - Continued

(b) Stock Options – Continued

The Company has the following options outstanding and exercisable at September 30, 2009:

	Outstanding			Exercisable
		Weighted
	Number	Average	Weighted	Number	Weighted
Range of	Outstanding at	Remaining	Average	Exercisable at	Average
Exercise	September 30,	Contractual	Exercise	September 30,	Exercise
Prices	2009	Life (Years)	Price	2009	Price

$ 0.13	195,000	6.20	$ 0.13	195,000	$ 0.13
0.21	2,500	2.61	0.21	2,500	0.21
$0.13 - $0.21	197,500	6.15	0.13	197,500	0.13

The Company has the following options outstanding and exercisable at March 31, 2009:

	Outstanding			Exercisable
		Weighted
	Number	Average	Weighted	Number	Weighted
Range of	Outstanding at	Remaining	Average	Exercisable at	Average
Exercise	March 31,	Contractual	Exercise	March 31,	Exercise
Prices	2009	Life (Years)	Price	2009	Price

$ 0.13	550,000	7.13	$ 0.13	550,000	$ 0.13
0.14	75,000	2.81	0.14	75,000	0.14
0.21	25,000	3.11	0.21	25,000	0.21
$0.13 - $0.21	650,000	6.48	0.13	650,000	0.13

F-20

-21-

INSIGHTFULMIND LEARNING, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

(Expressed in U.S. Dollars)

Six Months Ended September 30, 2009

(Unaudited)

Note 9 - Contingent Liabilities

Management of the Company has opted for the Company to self-insure against business and liability risks rather than purchase third party insurance coverage. Consequently the Company is exposed to financial losses or failure as a result of these risks.

Note 10 - Related Party Transactions

During the three-month and six-month periods ended September 30, 2009, the Company paid $717 (2008: $384) and $1,060 (2008: $780) in director fees to the directors of the Company respectively.

During the three-month and six-month periods ended September 30, 2009, included in accrued salary, $8,187 (2008: $8,635) and $15,898 (2008: $17,545) of management fees were forgiven by a director of the Company and credited to the additional paid-in capital respectively.

During the six months ended September 30, 2009, the director and shareholder to whom the Company is indebted regarding the loan from a shareholder (Note 7), lent the Company an additional CAD $32,500 (March 31, 2009 – CAD $80,000) for working capital. The additional CAD $32,500 (March 31, 2009 – CAD $80,000) loan is unsecured, non-interest bearing and due on demand.

See Note 7.

F-21

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This section of the quarterly report on Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this quarterly report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

Estimates and Assumptions

In the preparation of our financial statements, no estimates have been used since there is insufficient historical information in which to base such estimates.

Trends Affecting Our Business

We do not recognize any trends which will affect our business. While it appears that we are in a world wide recession, the demand for college testing materials remains constant in good or bad economical cycles.

Plan of Operation For The Next Twelve Months

On August 10, 2009, we entered into an agreement (the “Share Purchase Agreement”) to acquire all of the issued and outstanding shares of Coronus Energy Corp. (“Coronus”), a start-up stage company founded to deploy and operate utility-scale solar power systems in the State of California. Under the Share Purchase Agreement, we are to acquire all of the outstanding shares of Coronus in exchange for 1,000,000 common shares of InsightfulMind Learning, Inc. (the “Company”), at a deemed value of $0.05 per share. Authorization and approval of the Share Purchase Agreement and the issuance of the 1,000,000 common shares was subject to shareholder approval, which we obtained on October 13, 2009.

The Share Purchase Agreement required that: (i) 1,012,500 common shares of the Company held by Mr. Jeff Thachuk, President of the Company, be transferred to Mr. Mark Burgert, the sole principal of Coronus, in consideration of Mr. Burgert paying $1.00 to Mr. Thachuk; (ii) an aggregate of 452,500 stock options of the Company held by various persons be cancelled, and (iii) Mr. Thachuk be appointed as a director and the Chairman, CEO, CFO, Secretary and Treasurer of Coronus, with Mr. Burgert continuing to hold the office of President of Coronus. On August 19, 2009, the transfer to Mr. Burgert of the 1,012,500 common shares took place. On August 10, 2009, the 452,500 stock options were cancelled, and on the same day, Mr. Thachuk was appointed as a director and the Chairman, CEO, CFO, Secretary and Treasurer of Coronus.

-23-

The Share Purchase Agreement stipulates the transfer to Mr. Burgert of the 1,012,500 common shares was to occur not less than 61 days prior to the closing date. With the obtainment of shareholder approval and the passing of the 61 days, we are now in a position to close on the Share Purchase Agreement and we intend to do so in early November, 2009. The Share Purchase Agreement stipulates that, upon closing, we will engage Mr. Burgert as a consultant, and in consideration for this engagement, grant to Mr. Burgert an aggregate of 175,000 options exercisable at a price of $0.13 per share. Additionally, the Share Purchase Agreement stipulates that, upon closing, the 4,525,000 common shares of the Company then collectively held between Messrs. Thachuk and Burgert will be placed into voluntary escrow, to be released to each of them on the basis of one common share each for each $1.00 we earn in revenue on a consolidated basis.

Our focus is to complete and close on the acquisition of Coronus, which we anticipate will be completed no later than November 15, 2009. If we are successful, we will immediately focus all of our efforts on the business of Coronus. Specifically, we will focus our efforts on raising capital through the sale of common stock in private placements to first eliminate our working capital deficiency and to position us with sufficient funds to execute on preliminary matters in relation to the business plan of Coronus, namely the procurement of a 20-year, “must-take” power purchase agreement with Southern California Edison, under the California Public Utilities Commission’s feed-in tariff program for small generators. To procure the power purchase agreement, Coronus would require 1) a site, 2) a Southern California Edison retail account at the site, 3) an engineered design of the proposed 1.5 MW solar photovoltaic plant, 4) California Energy Commission pre-certification as a Renewables Portfolio Standard eligible facility, 5) an interconnection agreement with Southern California Edison, and 6) to commit to complete the construction of the plant and achieve initial operation within 18 months of the power purchase agreement execution date.

If we close on the acquisition of Coronus, we will cease development and suspend operations of MathNote SAT®, the educational course we market over the Internet. In this scenario, our goal is to engage a business broker to assist us in the disposition of our website assets. There is no assurance we will recover any of these assets. If we do not close on the acquisition of Coronus, we will continue with our MathNote SAT® operation. In this scenario, unless we raise additional capital through the sale of common stock in private placements, we do not plan to spend any funds on the research and development of our product. Instead, we intend to work with what we have, and focus our efforts on marketing activities in order to increase revenues. We will continue with our two search marketing campaigns: 1) the Google AdWords campaign and 2) the Yahoo! Sponsored Search campaign. Additionally, we will continue to review the code and content of our website, and make the changes we deem necessary, for search engine optimization.

Results of Operations

Three Months Ended September 30, 2009 compared to September 30, 2008

We achieved revenue of $81 for the three months ended September 30, 2009 compared to revenue of $321 for the three months ended September 30, 2008. The decrease in revenue of $240, or 75%, was the consequence of us scaling back our search marketing campaigns in the current quarter, both in terms of the number of keywords we bid on and the bid price, resulting in comparatively fewer clicks and by extension fewer conversions. In both the current and comparative quarter, all sales were attributable to sales of our current course, MathNote SAT®, which we launched on May 7, 2008.

-24-

Amortization expense decreased by $1,702 or 75% from $2,268 for the three months ended September 30, 2008 to $566 for the three months ended September 30, 2009. The Company's website development was substantially completed in October 2005, and the capitalized cost related thereto was amortized over three years. Accordingly, this cost was almost fully amortized at the end of September 30, 2008.

Interest on shareholder loan increased by $720 or 144% from $500 for the three months ended September 30, 2008 to $1,220 for the three months ended September 30, 2009. The reason for the increase was the result of further loans made to the Company by the shareholder, a director of the Company, over the course of the year. Although the shareholder loan is non-interest bearing, the Company charges imputed interest of 4% per annum and records the interest as additional paid in capital.

Office and miscellaneous expense increased by $3,186 or 478% from $666 for the three months ended September 30, 2008 to $3,852 for the three months ended September 30, 2009. The reason for the increase was that we incurred $2,268 in transfer agency and filing fees during the current quarter, and incurred no such costs in the comparative quarter.

Professional fees decreased by $15,687 or 59% from $26,473 for the three months ended September 30, 2008 to $10,786 for the three months ended September 30, 2009. The reason for the decrease was that we didn’t incur the legal costs we incurred during the three months ended September 30, 2008, where we engaged the law office of Conrad C. Lysiak, P.S., to prepare our registration statement on Form S-1.

Advertising and promotion expense decreased by $591 or 55% from $1,079 for the three months ended September 30, 2008 to $488 for the three months ended September 30, 2009. The reason for the decrease was that we scaled back our two search marketing campaigns, both in terms of the number of keywords we bid on and the bid price. With the launch of our MathNote SAT® course on May 7, 2008, we commenced with two search marketing campaigns, one with Google AdWords, which we commenced on May 8, 2008, and the other with Yahoo! Sponsored Search, which we commenced on September 12, 2008. With the campaigns, we surfaced as a sponsored link on Google and Yahoo!, where certain keywords, such as “SAT math”, were searched. For the three months ended September 30, 2008, our advertising and promotion expense was less as a result of fewer clicks.

Debt forgiven income for the three months ended September 30, 2009 was $729 compared to zero ($nil) debt forgiven income for the three months ended September 30, 2008. On August 10, 2009, our course author waived a non-interest bearing, outstanding invoice, dated March 15, 2008.

Six Months Ended September 30, 2009 compared to September 30, 2008

We achieved revenue of $240 for the six months ended September 30, 2009 compared to revenue of $321 for the six months ended September 30, 2008. The decrease in revenue of $81, or 25%, was the consequence of us scaling back our search marketing campaigns in the current quarter, both in terms of the number of keywords we bid on and the bid price, resulting in comparatively fewer clicks and by extension fewer conversions. In both the current and comparative periods, all sales were attributable to sales of our current course, MathNote SAT®, which we launched on May 7, 2008. Our first sale occurred on July 3, 2008, subsequent to the June 30, 2008 quarter end. Prior to the launch we offered no other courses for sale. Accordingly, we achieved no revenue ($nil) for the three months ended June 30, 2008.

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Amortization expense decreased by $3,510 or 76% from $4,609 for the six months ended September 30, 2008 to $1,099 for the six months ended September 30, 2009. The Company's website development was substantially completed in October 2005, and the capitalized cost related thereto was amortized over three years. Accordingly, this cost was almost fully amortized at the end of September 30, 2008.

Interest on shareholder loan increased by $1,419 or 179% from $793 for the six months ended September 30, 2008 to $2,212 for the six months ended September 30, 2009. The reason for the increase was the result of further loans made to the Company by the shareholder, a director of the Company, over the course of the year. Although the shareholder loan is non-interest bearing, the Company charges imputed interest of 4% per annum and records the interest as additional paid in capital.

Interest and bank charges expense increased by $414 or 41% from $1,007 for the six months ended September 30, 2008 to $1,421 for the six months ended September 30, 2009. The reason for the increase was a finance charge applied against an outstanding payable as of September 30, 2009.

Office and miscellaneous expense increased by $5,518 or 452% from $1,220 for the six months ended September 30, 2008 to $6,738 for the six months ended September 30, 2009. The reason for the increase was that we incurred $2,268 in transfer agency and filing fees during the current period, and incurred no such costs in the comparative period.

Professional fees decreased by $22,919 or 48% from $47,771 for the six months ended September 30, 2008 to $24,852 for the six months ended September 30, 2009. The reason for the decrease was that we didn’t incur the legal costs we incurred during the six months ended September 30, 2008, where we engaged the law office of Conrad C. Lysiak, P.S., to prepare our registration statement on Form S-1. Additionally, we didn’t incur the accounting costs we incurred during the six months ended September 30, 2008, where we converted our financial statements, from inception, from Canadian dollar and Canadian GAAP reporting, to U.S. dollar and U.S. GAAP reporting.

Salaries and wages decreased by $2,766 or 15% from $18,775 for the six months ended September 30, 2008 to $16,009 for the six months ended September 30, 2009. The reason for the decrease was that we did not perform any programming development work on our current course during the six months ended September 30, 2009, as we had finished developing the course on or around the time we had first offered it for sale on May 7, 2008.

Debt forgiven income for the six months ended September 30, 2009 was $729 compared to zero ($nil) debt forgiven income for the six months ended September 30, 2008. On August 10, 2009, our course author waived a non-interest bearing, outstanding invoice, dated March 15, 2008.

Assets and Liabilities at September 30, 2009 compared to March 31, 2009

Loan from a shareholder increased by $45,478 or 53% from $86,494 at March 31, 2009 to $131,972 at September 30, 2009. The reason for the increase was the result of further loans made to the Company by the shareholder, a director of the Company, over the course of the period, for working capital.

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Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We have generated limited revenues from operations. In part, this is the result of us not devoting full time to our operations. Our officers and directors have other occupations to which they devote significant time. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

To become profitable and competitive, we have to attract customers and generate revenues. With our officers focusing on marketing activities, we hope to become profitable and competitive. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

We expect to generate revenues through the sale of our web-based course and we expect to raise additional capital through the sale of common stock in private placements. There is no assurance, however, that we will be able to raise any capital through the sale of common stock.

We do not believe that possible inflation and price changes will affect our revenues.

Our auditors have issued a going concern opinion. This means that there is substantial uncertainty that we will continue operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Liquidity and Capital Resources

Since inception, we have issued 6,771,293 shares of our common stock and received cash of $299,431.

We have generated minimal revenues from the sale of our product. We expect to obtain capital through the sale of our product and through the sale of our common stock. There is no assurance we will sell any shares of common stock. We believe that revenues from the sale of our product and capital generated from the sale of our common stock and from shareholder loans will allow us to operate for the next twelve months. Revenue from the sale of our product, capital raised from the sale of common stock, and capital raised from shareholder loans are our only anticipated sources of additional capital. We have not determined the amount of money, if any, we will raise from the sale of our common stock.

As a consequence of shareholder loans, we are currently indebted to our principal executive officer, who serves also as a director, in the amount of $131,972 through September 30, 2009. Our principal executive officer has verbally agreed to not seek repayment until such time as we are generating sufficient revenues to allow for the repayment of the debt without putting an undue burden on our retained earnings, or until such time as we have raised sufficient capital to eliminate our working capital deficiency. Additionally, our principal executive earns a salary of $3,000 Canadian dollars per month, but forgives this salary when due, and has done so for the past three years. Our principal executive officer has verbally agreed to not seek payment of his salary until such time as we are generating sufficient revenues to allow for the payment of the salary without putting an undue burden on our retained earnings, or until such time as we have raised sufficient capital to fund our business plans.

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As of September 30, 2009, our total current assets were $4,365 and our total current liabilities were $140,603 resulting in a working capital deficit of $136,238.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Critical Accounting Policies

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. We believe that there are several accounting policies that are critical to understanding our historical and future performance, as these policies affect the reported amounts of revenue and the more significant areas involving management’s judgments and estimates. These significant accounting policies relate to revenue recognition, valuation of long-lived assets and income taxes. These policies, and the related procedures, are described in detail below.

Revenue recognition

Impairment of long lived assets

Income taxes

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.

CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A.

RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 6.

EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
10.7	Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 30th day of October, 2009.

	INSIGHTFULMIND LEARNING INC.
	(Registrant)

	BY:	JEFFERSON THACHUK
		Jefferson Thachuk
		President, Principal Executive Officer, Principal Accounting Officer, and Principal Financial Officer.

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EXHIBIT INDEX

Exhibit No.	Document Description
10.7	Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

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Coronus Solar Inc. - FORM 10-Q - October 30, 2009

Attached files

Coronus Solar Inc. Reports