Attached files

file filename
EX-5.1 - EXHIBIT 5.1 - Insight Management Corpex51.htm
EX-21.1 - EXHIBIT 21.1 - Insight Management Corpex211.htm
EX-10.8 - EXHIBIT 10.8 - Insight Management Corpex108.htm
EX-10.9 - EXHIBIT 10.9 - Insight Management Corpex109.htm
EX-23.1 - EXHIBIT 23.1 - Insight Management Corpex231.htm
As filed with the Securities and Exchange Commission on January 8, 2010
Registration No. 333-148697



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
—————————
FORM S-1
—————————
 
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

INSIGHT MANAGEMENT CORPORATION
(Exact name of registrant as specified in Charter)
 

Florida
 
333-148697
 
20-8715508
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)

1130 E. Clark Ave. Ste 150-286
Orcutt, CA 93455
(Address of Principal Executive Offices)
_______________

(866) 787-3588
(Issuer Telephone number)
_______________

Copies of communications to:
Cident Law Group
1425 Broadway Ave #454
Seattle, Washington 98112
Telephone No.: (206) 774-3697
Facsimile No.: (206) 577-3894

Approximate Date of Proposed Sale to the Public:  As soon as practicable after the effective date of the Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o      Accelerated Filer o
Non-accelerated filer o      Smaller reporting company x
(Do not check if a smaller reporting company)
 

 


 
 

Calculation of Registration Fee
 
Title Of Securities To be Registered
 
Amount
to be
Registered
   
Proposed
Maximum
Offering Price
Per Share
   
Proposed
Maximum
Aggregate
Offering Price(4)
   
Amount
of
Registration
Fee(1)
 
Common Stock,(1)
    75,000,000 (2)   $ 0.02  (3)   $ 1,500,000     $ 106.95  
Per share
                               
 
                               
 
(1)  
Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee.
(2)  
Representing shares of the Company to be offered through an equity financing arrangement and shares to be sold by the Underwriter.
(3)  
Based on Rule 457 under the Securities Act.
(4)  
This amount represents the maximum aggregate value of common stock which may be drawn from the Underwriter by the registrant pursuant to the terms and conditions of an Drawdown Equity Financing Agreement between the Underwriter and the registrant. 


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 
 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus Subject to Completion dated December 15, 2009

75,000,000 Shares

Common Stock

This prospectus relates to the resale of up to 75,000,000 shares of the common stock of Insight Management Corporation, a Florida corporation, by Auctus Private Equity Fund, LLC, a Cayman Island exempted company (“Auctus” or “Underwriter”), a selling shareholder pursuant to Drawdown Notice under a Drawdown Equity Financing Agreement (the “Drawdown Equity Financing Agreement”), also referred to as an Equity Line of Credit, that we have entered into with Auctus. The Drawdown Equity Financing Agreement permits us to sell shares of our common stock to Auctus enabling us to drawdown $10.0 million from Auctus. We will not receive any proceeds from the sale of these shares of common stock offered by Auctus.  However, we will receive proceeds from the sale of securities pursuant to each Drawdown Notice we send to Auctus. We will bear all costs associated with this registration.

Auctus is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the resale of our common stock under the Equity Line of Credit. Auctus will pay us 95% of the lowest closing “best bid” price (the highest posted bid price) of the common stock during the five consecutive trading days immediately following the date of our notice to Auctus of our election to put shares pursuant to the Drawdown Equity Financing Agreement.

Our shares of common stock are traded on the Over-the-Counter Bulletin Board (the “OTCBB”) under the symbol "ISIM.OB." On January 4, 2010, the closing sale price of our common stock was $0.02 per share.

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See "Risk Factors" beginning on page 3.

The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. No one may sell these securities nor may offers to buy be accepted until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer, solicitation or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


The date of this prospectus is December 15, 2009



 
 

 
TABLE OF CONTENTS

SUMMARY INFORMATION AND RISK FACTORS 
 
1
RISK FACTORS 
 
3
Risk Factors Related to Our Business 
 
5
Risk Factors Related to Our Securities, the Equity Line of Credit and This Offering 
 
5
USE OF PROCEEDS 
 
10
DETERMINATION OF OFFERING PRICE 
 
10
DILUTION 
 
10
SELLING SECURITY HOLDERS 
 
11
PLAN OF DISTRIBUTION 
 
12
Drawdown Equity Finance Agreement / Registration Rights Agreement 
 
12
INTEREST OF NAMED EXPERTS AND COUNSEL 
 
13
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
 
13
PENNY STOCK RULES 
 
14
TRANSFER AGENT 
 
14
EXPERTS 
 
15
ABOUT OUR COMPANY 
 
16
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 
 
16
Forward-Looking Information 
 
16
General 
 
16
Strategic Plan 
 
16
Rebel Testing, Inc. (“RTI”), subsidiary 
 
16
Results of Operation 
 
16
OFF-BALANCE SHEET ARRANGEMENTS 
 
18
INFLATION 
 
18
GOVERNMENT REGULATIONS 
 
18
DESCRIPTION OF PROPERTY 
 
18
LEGAL PROCEEDINGS 
 
18
SUMMARY FINANCIAL INFORMATION 
 
18
DIVIDENDS 
 
19
MANAGEMENT 
 
19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
 
21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                             
 
21
DESCRIPTION OF SECURITIES 
 
22
WHERE YOU CAN FIND MORE INFORMATION 
 
23

 
 
 

 
 
SUMMARY INFORMATION AND RISK FACTORS

This summary highlights information described more fully elsewhere in this prospectus.  You should read the entire prospectus carefully. In this prospectus, "Insight Management Corporation," the "Company," "ISIM," "we," "us" and "our" refer to Insight Management Corporation, a Florida corporation.

All trademarks, service marks or trade names referred to in this prospectus are the property of their respective owners.

The Company

We were organized under the laws of the State of Florida on March 10, 2006. Since our inception, we have been engaged in organizational efforts and obtaining initial financing. On June 29, 2009 Insight Management completed a reverse triangular merger with Microresearch Corporation.  Pursuant to the agreement, Microresearch shareholders received 1.5 ISIM shares for each share they own in Microresearch Corporation.  Prior Insight Management shareholders did not change their holdings in Insight Management.  On June 30, 2009, the company completed the acquisition of Rebel Testing, Inc. (“RTI”).

Our principal executive offices are located at 1130 E. Clark Ave. Ste 150-286, Orcutt, CA 93455, and our telephone number is (866) 797-3588.  The address of our website is www.insightmanagementcorp.com.  Information on our website is not part of this prospectus.

The Offering

This prospectus relates to the resale of up to 75,000,000 shares of our common stock by Auctus. Auctus will obtain our common stock pursuant to a Drawdown Equity Financing Agreement, effective December 7, 2009, entered into by Auctus and us.
 
For the purpose of determining the number of shares of common stock to be offered by this prospectus, we have assumed that we will issue not more than 75,000,000 shares for the purpose of the Drawdown Equity Financing Agreement, although the number of shares that we will actually issue pursuant to that drawdown may be more or less than 100,000,000, depending on the trading price of our common stock.  We currently do not intend to exercise the drawdown in a manner which would result in our issuance of more than 400,000,000 shares, but if we were to exercise the drawdown in that manner, we would be required to file a subsequent registration statement with the Securities and Exchange Commission (“SEC”) and that registration statement would have to be declared effective prior to the issuance of any additional shares.
 
The Drawdown Equity Financing Agreement with Auctus provides that following a Drawdown Notice to Auctus, Auctus must purchase up to $10,000,000 in shares of our common stock for a purchase price equal to 95% of the lowest closing “best bid” price (the highest posted bid price) of the common stock during the five consecutive trading days immediately following the date of our Drawdown Notice. The dollar value that we will be permitted to draw per Drawdown Notice pursuant to the Drawdown Equity Financing Agreement will be either: (A) 200% of the average daily volume in the US market of the common stock for the twenty trading days prior to our Drawdown Notice, or (B) $150,000, whichever is larger.  No single drawdown can exceed $150,000.  Auctus has indicated that it will resell those shares in the open market, resell our shares to other investors through negotiated transactions, or hold our shares in its portfolio.  No Drawdown Notice shall be delivered to Auctus within five days of the last Drawdown Notice.
 
Auctus shall immediately cease selling any shares within the Drawdown Notice if the price falls below a seventy-five percent (75%) of the average closing bid price of the stock over the preceding ten (10) trading days prior to the Drawdown Notice Date. This price “floor” can be waived at the discretion of the Company.
 
This prospectus covers the resale of our stock by Auctus either in the open market or to other investors through negotiated transactions.  Auctus' obligations under the Drawdown Equity Financing Agreement are not transferrable and this registration statement does not cover sales of our common stock by transferees of Auctus.
 
Auctus will only purchase shares when we meet the following conditions:
 
·  
a registration statement has been declared effective and remains effective for the resale of the common stock subject to the Equity Line of Credit;
·  
our common stock has not been suspended from trading for a period of five consecutive trading days and we have not been notified of any pending or threatened proceeding or other action to delist or suspend our common stock;
·  
we have complied with our obligations under the Drawdown Equity Financing Agreement and the Registration Rights Agreement;
·  
no injunction has been issued and remains in force, and no action has been commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of our common stock; and
·  
we have not filed a petition in bankruptcy, either voluntarily or involuntarily, and there shall not have been commenced any proceedings under any bankruptcy or insolvency laws.

 
1

The Drawdown Equity Financing Agreement will terminate when any of the following events occur:
 
·  
Auctus has purchased an aggregate of $10,000,000 of our common stock;
·  
we file or otherwise enter an order for relief in bankruptcy; or
·  
our common stock ceases to be registered under the Securities Exchange Act of 1934 (the “Exchange Act”).

As we draw down on the Equity Line of Credit, shares of our common stock will be sold into the market by Auctus.  The sale of these additional shares could cause our stock price to decline.  In turn, if the stock price declines and we send more Drawdown Notices, more shares will come into the market, which could cause a further drop in the stock price.  You should be aware that there is an inverse relationship between the market price of our common stock and the number of shares to be issued under the Equity Line of Credit.  If our stock price declines, we will be required to issue a greater number of shares under the Equity Line of Credit.  We have no obligation to utilize the full amount available under the Equity Line of Credit.
 
Common stock offered:
Up to 75,000,000 shares of common stock, no par value, to be offered for resale by Auctus.
Common stock to be outstanding after this offering:
591,453,806 shares to be outstanding after this offering
Use of proceeds:
We will not receive any proceeds from the sale of the shares of common stock offered by Auctus. However, we will receive proceeds from the Equity Line of Credit.  See “Use of Proceeds”.  
Risk factors:
An investment in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus.
OTC Bulletin Board symbol:
“ISIM.OB”


 
2

 

RISK FACTORS

Investing in our shares is very risky.  Before making an investment decision, you should carefully consider all of the risks described in this prospectus.  If any of the risks discussed in this prospectus actually occur, our business, financial condition and results of operations could be materially and adversely affected.  If this were to happen, the price of our shares could decline significantly and you might lose all or a part of your investment.  The risk factors described below are not the only ones that may affect us.  Our forward-looking statements in this prospectus are also subject to the following risks and uncertainties.  In deciding whether to purchase our shares, you should carefully consider the following factors, among others, as well as information contained in this prospectus, and our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Qs:

Risk Factors Related to Our Business

We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small reporting company.  As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.
 
Although Insight Management was incorporated in March 2006, it has had only limited operations. In June 2009 the Company went through a management change after a reverse triangular merger with Microresearch Corporation. The likelihood of our success must be considered in light of the expenses and difficulties in growth through acquisition  and obtaining financing to meet the needs of our plan of operations.

We are a ”Going Concern” as determined by our auditors.
 
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. Until the acquisition of Rebel Testing, Inc. on June 30, 2009, the Company operated as a development stage enterprise and had not established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern, relying on limited private placements of its stock through a Regulation S offering to fund its development activities while incurring significant losses and a working capital deficit. The Company has incurred significant debt by the acquisition of Rebel Testing and must raise capital in the near term to service this debt or risk termination of the acquisition.

We will require additional financing which may require the issuance of additional shares that will dilute the ownership held by our stockholders.
 
We will need to raise funds through either debt or sale of our shares in order to achieve our business goals. Although there are no present plans, agreements, commitments or undertakings with respect to the sale of additional shares or securities convertible into any such shares by us, there are parties who have discussed investment opportunities.  If any sale should take place, the shares issued would further dilute the percentage ownership held by the stockholders.

We will require significant financing to achieve our current business strategy and our inability to obtain such financing could prohibit us from executing our business plan and cause us to slow down our expansion of operations.
 
We will need to raise additional funds through public or private debt or sale of equity to achieve our current plan of operations. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be significant. We will need a minimum of $500,000 to continue operations over the next twelve months.
 
3

Furthermore, we will require additional funds of approximately $2,500,000 in order to avoid losing our acquisition, Rebel Testing, Inc. or other acquisitions. These funds may not be available or, if available, may not be on commercially reasonable terms satisfactory to us. We may not be able to obtain financing if and when it is needed on terms we deem acceptable.   If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms may delay the execution of our plan of operations increase our member base. 

Our future success is dependent, in part, on the performance and creation of service of Jennifer Rapacki, our Chief Executive Officer. Without her continued service, we may be forced to interrupt or eventually cease our operations.
 
We are presently dependent to a great extent upon the experience, abilities and continued services of Jennifer Rapacki, our current Chief Executive Officer. The loss of her services would delay our business operations substantially.

Our success depends upon our ability to attract and hire key personnel.  Our inability to hire qualified individuals will negatively affect our business, and we will not be able to implement or expand our business plan. 
 
Our business is greatly dependent on our ability to attract key personnel. We will need to attract, develop, motivate and retain highly skilled technical employees. Competition for qualified personnel is intense and we may not be able to hire or retain qualified personnel. Our management has limited experience in recruiting key personnel which may hurt our ability to recruit qualified individuals. If we are unable to retain such employees, we will not be able to implement or expand our business plan.

We do not expect to pay dividends and investors should not buy our common stock expecting to receive dividends. Therefore, you may not have any manner to liquidate or to receive payment on your investment.
 
We have not paid any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. Since we do not pay dividends, and if we are not successful in having our shares listed or quoted on any exchange or quotation system, then you may not have any manner to liquidate or receive any payment on your investment. Therefore our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we do not pay dividends we may have trouble raising additional funds which could affect our ability to expand our business operations.

We may fail to establish and maintain strategic relationships.

We believe that the establishment of strategic partnerships will greatly benefit the growth of our business, and we intend to seek out and enter into strategic alliances.  We may not be able to enter into these strategic partnerships on commercially reasonable terms, or at all.  Even if we enter into strategic alliances, our partners may not attract significant numbers of customers or otherwise prove advantageous to our business. Our inability to enter into new distribution relationships or strategic alliances could have a material and adverse effect on our business.

We may have difficulty in attracting and retaining management and outside independent members to our Board of Directors as a result of their concerns relating to their increased personal exposure to lawsuits and stockholder claims by virtue of holding these positions in a publicly held company.
 
The directors and management of publicly traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in securities laws imposing additional duties, obligations and liabilities on management and directors.  Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors and officers’ liability insurance to pay on a timely basis the costs incurred in defending such claims.  We currently do carry limited directors and officers’ liability insurance.  Directors and officers’ liability insurance has recently become much more expensive and difficult to obtain.  If we are unable to continue or provide directors and officers’ liability insurance at affordable rates or at all, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our Board of Directors.
 
We may lose potential independent board members and management candidates to other companies that have greater directors and officers’ liability insurance to insure them from liability or to companies that have revenues or have received greater funding to date which can offer more lucrative compensation packages.  The fees of directors are also rising in response to their increased duties, obligations and liabilities as well as increased exposure to such risks.  As a company with a limited operating history and limited resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities.

Legislative actions and potential new accounting pronouncements are likely to impact our future financial position and results of operations.

There have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and there may potentially be new accounting pronouncements or additional regulatory rulings, which will have an impact on our future financial position and results of operations.  The Sarbanes-Oxley Act of 2002 and other rule changes as well as proposed legislative initiatives have increased our general and administrative costs as we have incurred increased legal and accounting fees to comply with such rule changes.  Further, proposed initiatives are expected to result in changes in certain accounting rules, including legislative and other proposals to account for employee stock options as a compensation expense.  These and other potential changes could materially increase the expenses we report under accounting principles generally accepted in the United States, and adversely affect our operating results.

 
4

Added Costs Due to Being a Public Company
 
There is a substantial increase of costs to the Company as a result of being Public.  These costs include, but are not limited to the cost of conducting a yearly audit of the financial condition and quarterly reviews of the Company, such cost can be in excess of $50,000 yearly.  In addition, there can be additional legal costs associated with preparing all necessary filings with the Securities and Exchange Commission or other regulatory body, if the Company is not subject to the reporting requirements of section 13 or 15(d) of the Securities Act.  There are also assorted other additional costs to the Company for being Public.  These additional costs include, but are not limited to, the cost of internal auditing controls in regard to financial reporting.  This is made even more difficult by the fact that we have only three officer/directors and that none of the management has extensive experience with public companies.  As a result of all of these additional costs, the Company is likely to be less profitable if it does not generate enough revenue to cover the additional costs.

Risks of leverage and debt service requirements may hamper our ability to operate and grow our revenues.
 
The Company’s debt to equity ratio may be high at the commencement of operations due to the requirement of accruing expenses for operations.  High leverage creates risks, including the risk of default as well as operating and financing constraints likely to be imposed by prospective lenders.  The interest expense associated with the Company's anticipated debt burden may be substantial and may create a significant drain on the Company's future cash flow, especially in the early years of operation. Any such operating or financing constraints imposed by the Company's lenders as well as the interest expense created by the Company's debt burden could place the Company at a disadvantage relative to other better capitalized service providers and increase the impact of competitive pressures within the Company's markets.

We may not be able to compete successfully.

We are entering a market that is presently addressed by large companies with extensive financial resources. Additionally, there are smaller companies with active research and development and we do not know the current status of their development efforts.  We have limited funds with which to develop products and services, and most of the above competitors have significantly greater financial resources, technical expertise and managerial capabilities than we currently possess.

Risk Factors Related to Our Securities, the Equity Line of Credit and This Offering

We are registering an aggregate of 75,000,000 shares of common stock to be issued under the Equity Line of Credit.  The sale of such shares could depress the market price of our common stock.

We are registering an aggregate of 75,000,000 shares of common stock under the registration statement of which this prospectus forms a part for issuance pursuant to the Equity Line of Credit. The sale of these shares into the public market by Auctus could depress the market price of our common stock.  As of December 15, 2009, there were 516,453,806 shares of our common stock issued and outstanding.

We May Not Have Access to the Full Amount under the Equity Line.

During the nine months ended September 30, 2009, the average market price of our common stock is $0.10. There is no assurance that the market price of our common stock will increase substantially in the near future. The entire remaining commitment under the Equity Line of Credit is $10,000,000. Presumably we will maintain the market price of our common stock at $.02, we need to issue 500,000,000 shares of common stock to Auctus in order to have access to the full remaining amount under the Equity Line of Credit. We are authorized to issue 1,000,000,000 shares of common stock and have 516,453,806 shares issued as of December 15, 2009. The number of common shares that remains issuable is lower than the number of common shares we need to issue in order to have access to the full amount under the Equity Line of Credit. Therefore, we may not have access to the remaining commitment under the equity line unless we amend our Articles of Incorporation to increase the number of authorized common shares and/or the market price of our common stock increase substantially.

Auctus will pay less than the then-prevailing market price for our common stock.

The common stock to be issued to Auctus pursuant to the Drawdown Equity Financing Agreement will be purchased at a five percent discount to the lowest closing “best bid” price (the highest posted bid price) of the common stock during the five consecutive trading days immediately following the date of our notice to Auctus of our Drawdown Notice.  Auctus has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Auctus sells the shares, the price of our common stock could decrease. If our stock price decreases, Auctus may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.
 
5

 
However, Auctus shall immediately cease selling any shares if the stock price falls below seventy-five (75%) of the average closing bid price of the stock over the preceding ten (10) trading days prior to any Drawdown Notice.

There may not be sufficient trading volume in our common stock to permit us to generate adequate funds.

The Drawdown Equity Financing Agreement provides that the dollar value that we will be permitted to draw from Auctus will be either: (A) 200% of the average daily volume in the US market of the common stock for the twenty trading days prior to the Drawdown Notice, or (B) $150,000, whichever is greater, but at a limit of $150,000.  If the average daily trading volume in our common stock is too low, it is possible that we would only be permitted to draw $150,000, which may not provide adequate funding for our planned operations.

Our common stock is thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Our common stock has historically been sporadically or “thinly-traded” on the OTCBB, meaning that the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or nonexistent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.

As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.  It is possible that a broader or more active public trading market for our common stock will not develop or be sustained, or that current trading levels will continue.

The market price for our common stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of net revenues which could lead to wide fluctuations in our share price.  The price at which you purchase our common stock may not be indicative of the price that will prevail in the trading market.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future.

In fact, during the period from January 22, 2009 until September 30, 2009, the high and low sale prices of a share of our common stock were $0.214 and $0.014, respectively. The volatility in our share price is attributable to a number of factors.  First, as noted above, the shares of our common stock are sporadically and/or thinly traded.  As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction.  The price for our shares could, for example, decline precipitously in the event that a large number of shares of our common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price.

Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our products and services.  As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

You may be unable to sell your common stock at or above your purchase price, which may result in substantial losses to you.

The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel.

Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance.  We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its current market price, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

6

Volatility in our common stock price may subject us to securities litigation.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than that of a seasoned issuer for the indefinite future.  In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities.  We may in the future be the target of similar litigation.  Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Shares eligible for future sale by our current shareholders may adversely affect our stock price.

To date, we have had a very limited trading volume in our common stock.  As long as this condition continues, the sale of a significant number of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered.  In addition, sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options and warrants, under Securities and Exchange Commission Rule 144 or otherwise could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital at that time through the sale of our securities.  A number of our employees and consultants have elected to convert a portion of their compensation to shares of our common stock, and these shares have been registered for resale to the public.

Our issuance of additional common stock in exchange for services or to repay debt would dilute your proportionate ownership and voting rights and could have a negative impact on the market price of our common stock.

Our Board of Directors may generally issue shares of common stock to pay for debt or services, without further approval by our stockholders based upon such factors as our Board may deem relevant at that time.  We have issued shares of our common stock in payment for services in the past. It is likely that we will issue additional securities to pay for services and reduce debt in the future.  It is possible that we will issue additional shares of common stock under circumstances we may deem appropriate at the time.

The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights for our directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contain provisions which eliminate the liability of our directors for monetary damages to the Company and our shareholders.  Our Bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could cause us to incur substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees, which we may be unable to recoup.  These provisions and resultant costs may also discourage us from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit us and our shareholders.

Our directors have the right to authorize the issuance of shares of additional shares of our common stock.

Should we issue additional shares of our common stock at a later time, each investor’s ownership interest in our stock would be proportionally reduced.  No investor will have any preemptive right to acquire additional shares of our common stock, or any of our other securities.

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board, which would limit the ability of broker-dealers to sell our securities and the ability of shareholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTC Bulletin Board.  If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board.  As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of shareholders to sell their securities in the secondary market.

 
7

Our common stock is subject to the “penny stock” rules of the Securities and Exchange Commission, and the trading market in our common stock is limited, which makes transactions in our stock cumbersome and may reduce the investment value of our stock.
 
Our shares of common stock are “penny stocks” because they are not registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Exchange Act.  For any transaction involving a penny stock, unless exempt, the rules require:

·  
That a broker or dealer approve a person’s account for transactions in penny stocks; and
·  
That the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
·  
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form:
·  
Sets forth the basis on which the broker or dealer made the suitability determination; and
·  
That the broker or dealer received a signed, written agreement from the investor prior to the transaction.
 
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.  This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
The market for penny stocks has suffered in recent years from patterns of fraud and abuse.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:

·  
Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
·  
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
·  
Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;
·  
Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and
·  
The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.  The occurrence of these patterns or practices could increase the volatility of our share price.

8

 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements.  All statements, other than statements of historical fact, contained in this prospectus constitute forward-looking statements.  In some cases, you can identify forward-looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “project,” “potential,” or the negative of these terms and similar expressions intended to identify forward-looking statements.

Forward-looking statements are based on assumptions and estimates and are subject to risks and uncertainties.  We have identified in this prospectus some of the factors that may cause actual results to differ materially from those expressed or assumed in any of our forward-looking statements.  There may be other factors not so identified.  You should not place undue reliance on our forward-looking statements.  As you read this prospectus, you should understand that these statements are not guarantees of performance or results.  Further, any forward-looking statement speaks only as of the date on which it is made and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated events or circumstances.  New factors emerge from time to time that may cause our business not to develop as we expect and it is not possible for us to predict all of them.  Factors that may cause actual results to differ materially from those expressed or implied by our forward-looking statements include, but are not limited to, those described under the heading “Risk Factors” beginning on page 3, as well as the following:  

·  
Our limited operating history and business development associated with being a growth stage company;
·  
General economic and capital market conditions;
·  
Our history of operating losses, which we expect to continue;
·  
Our exposure to unanticipated and uncontrollable business interruptions;
·  
Our ability to generate enough positive cash flow to pay our creditors and continue our operations;
·  
Pricing and product actions taken by our competitors in either our organ and tissue preservation or alternative energy markets;
·  
Our dependence on key personnel;
·  
Financial condition of our prospective customers;
·  
Our need to attract and retain technical and managerial personnel;
·  
Customers’ perception of our financial condition relative to that of our competitors;
·  
Our ability to execute our business strategy;
·  
Changes in United States or foreign tax laws or regulations;
·  
Our ability to protect our intellectual property and proprietary technologies;
·  
Unforeseen liabilities resulting from litigation;
·  
Costs associated with potential infringement claims asserted by a third party;
·  
Our ability to successfully complete the integration of any future acquisitions; and ability to protect, and build recognition of, our trademarks and trade names;
·  
Our ability to project the markets for our products and services based upon estimates and assumptions.

Reliance on Management.
 
The investors will have no rights to participate in the management decisions of the Company; the shareholder will only have such rights as other shareholders.
 
9

 
 
 
 
USE OF PROCEEDS
 
We will not receive any proceeds from the sale of common stock offered by Auctus. However, we will receive proceeds from the sale of our common stock to Auctus pursuant to the Drawdown Equity Financing Agreement. These proceeds will be used for working capital, general corporate expenses, and payments to any acquisitions, as discussed below.
 
We propose to expend these proceeds as follows:
             
   
Proceeds if 100%, or 75,000,000 shares sold
   
 Proceeds if 50% or 37,750,000 shares sold
 
 
Gross proceeds
    1,500,000.00       750,000.00  
Offering expenses:
               
  Legal fees
    25,000.00       25,000.00  
  Printing of prospectus
    2,000.00       2,000.00  
  Accounting and auditing fees
    10,000.00       10,000.00  
  State securities fees
    0.00       0.00  
  Transfer agent fees
    1,500.00       1,500.00  
  Miscellaneous expenses
    100.00       100.00  
Total offering expenses
    38,600.00       38,600.00  
Net proceeds
    1,461,400       711,400  
 
Working capital needs include accounts payable, as well as accrued but unpaid salary of our chief executive officer.
 
The acquisition of Rebel Testing, Inc. on June 30, 2009 resulted in the Company incurring significant debt and therefore must raise capital in the near term to service this debt or risk termination of the acquisition.  A portion of this offering may go towards fulfilling this debt.

 
DETERMINATION OF OFFERING PRICE

 
The offering price, the market price, of the common stock bears no relationship to any objective criterion of value. The price does not bear any relationship to the Company’s assets, book value, historical earnings, or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering.  Accordingly, the offering price should not be considered an indication of the actual value of our securities.


 
DILUTION
 
Purchasers of securities in this offering will experience immediate dilution and substantial dilution in the net tangible book value of their common stock from the initial public offering price.  The historical net book tangible value as of September 30, 2009 was $(3,872,487) or negative $0.00751 per share.  Historical net tangible book value per share of common stock is equal to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of September 30, 2009, that of 515,453,806, as adjusted to give effect to the receipt of net proceeds from the sale of the 75,000,000 shares of common stock for $0.02.  This represents an immediate increase of $0.00349 per share to existing shareholders and an immediate and substantial dilution of $0.02402 per share, or approximately 120%, to new investors purchasing our securities in this offering.  Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma book value per share of our common stock immediately following this offering.

10

Dilution to New Investors

Offering price per share of Common Stock
        $ 0.02  
Net pro forma tangible book value per share prior to the Offering
          $ (0.00751 )
Increase per share attributable to the Offering
          $ 0.00349  
Pro forma net tangible book value per share after the Offering
          $ (0.00402 )
Dilution to New Investors
          $ 0.02402  


 
SELLING SECURITY HOLDERS
 
We agreed to register for resale shares of common stock of the selling security holder. The selling security holder may from time to time offer and sell any or all of their shares that are registered under this prospectus. The selling security holder and any participating broker-dealers are “underwriters” within the meaning of the Securities Act of 1933, as amended.  All expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by the selling security holder in connection with the sale of such shares.

The following table sets forth information with respect to the maximum number of shares of common stock beneficially owned by the selling security holder named below and as adjusted to give effect to the sale of the shares offered hereby. The shares beneficially owned have been determined in accordance with rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The information in the table below is current as of the date of this prospectus. All information contained in the table below is based upon information provided to us by the selling security holder and we have not independently verified this information. The selling security holder is not making any representation that any shares covered by the prospectus will be offered for sale. The selling security holder may from time to time offer and sell pursuant to this prospectus any or all of the common stock being registered.

Except as indicated below, the selling security holder has not held any position or office with us, nor are any of the selling security holder associates or affiliates of any of our officers or directors. Except as indicated below, the selling stock holder is not the beneficial owner of any additional shares of common stock or other equity securities issued by us or any securities convertible into, or exercisable or exchangeable for, our equity securities. The selling security holder is not a registered broker-dealer or an affiliate of a broker-dealer.

For purposes of this table, beneficial ownership is determined in accordance with SEC rules, and includes voting power and investment power with respect to shares and shares owned pursuant to warrants exercisable within 60 days. The "Number of Shares Beneficially Owned After the Offering” column assumes the sale of all shares offered.

As explained below under “Plan of Distribution,” we have agreed with the selling security holder to bear certain expenses (other than broker discounts and commissions, if any) in connection with the registration statement, which includes this prospectus.
11

Name
 
 
Number of Shares
Beneficially Owned Prior to Offering (1)
   
Number of
Shares Offered
   
Number of Shares
Beneficially Owned
after the Offering
 
Auctus Private Equity Fund, LLC (2)
    1,000,000 (3)     75,000,000       76,000,000  

 
 
(1) The actual number of shares of common stock offered in this prospectus, and included in the registration statement of which this prospectus is a part, includes such additional number of shares of common stock as may be issued or issuable upon draw downs under the Auctus credit facility.
(2) Al Sollami is a managing member of Auctus Private Equity Fund, LLC.
(3) 1,000,000 shares were issued to Auctus pursuant to the Drawdown Equity Finance Agreement, see “Plan of Distribution”.


 
PLAN OF DISTRIBUTION

Drawdown Equity Finance Agreement / Registration Rights Agreement

On December 15, 2009, we entered into Drawdown Equity Finance Agreement and A Registration Rights Agreement with Auctus Private Equity Fund, LLC in order to establish a possible source of funding for us. The equity line of credit agreement establishes what is sometimes also referred to as an equity drawdown facility.
 
Under the equity line of credit agreement, Auctus has agreed to provide us with up to $10,000,000 of funding over a thirty-six (36) month period from the effective date of this prospectus; shares of our common stock covering $10,000,000 of the agreement are being registered pursuant to this prospectus. During this period, we may request a drawdown under the equity line of credit by selling shares of our common stock to Auctus and Auctus will be obligated to purchase the shares. We may request a drawdown once every five trading days, although we are under no obligation to request any drawdowns under the equity line of credit. There must be a minimum of five trading days between each drawdown request.
 
We may request a drawdown by sending a drawdown notice to Auctus, stating the amount of the draw down and the price per share, which shall be the lowest closing bid price of our common stock during the preceding five trading days. During the five trading days following a drawdown request, we will calculate the amount of shares we will sell to Auctus and the purchase price per share. The number of shares of Common Stock that Auctus shall purchase pursuant to each advance shall be determined by dividing the amount of the advance by the purchase price.
 
The purchase price per share of common stock will be set at ninety-five percent (95%) (a Five Percent (5%) discount) of the lowest closing bid of the common stock during the pricing period. Further, Auctus shall immediately cease selling any shares of our common stock within a drawdown notice if the price of the Company’s common stock falls below 75% of the average closing bid price of the common stock over the preceding ten (10) trading days prior to the drawdown notice date; such floor can be waived only in the sole discretion of the Company.
 
There is no minimum amount we can draw down at any one time. The maximum amount we can draw down at any one time is the larger of $150,000; or 200% of the average daily volume based on the trailing ten days preceding the drawdown notice date.
 
Upon effectiveness of the Registration Statement, the Company shall deliver Instructions to its transfer agent to issue shares of Common Stock to the Investor free of restrictive legends on or before each advance date.
 
Pursuant to the Drawdown Agreement, Auctus shall not be issued shares of the Company’s common stock that would result in its beneficial ownership equaling more than 4.99% of the outstanding common stock of the Company.
 
12

The obligation of Auctus to make an advance to the Company pursuant to the Drawdown Agreement shall terminate permanently in the event that (i) there shall occur any stop order or suspension of the effectiveness of this registration statement for an aggregate of fifty (50) trading days, other than due to the acts of Auctus, during the commitment period, or (ii) the Company shall at any time fail materially to comply with the requirements contained in the Drawdown Agreement and such failure is not cured within thirty (30) days after receipt of written notice from the Investor, provided, however, that the termination provision shall not apply to any period commencing upon the filing of a post-effective amendment to this registration statement and ending upon the date on which such post-effective amendment is declared effective by the SEC.
 
On December 15, 2009 the Company signed a Registration Rights Agreement with Auctus requiring, among other things, that the Company prepare and file with the SEC Form S-1, or on such other form as is available no later than ninety (90) calendar days after signing. In addition, the Company shall use all commercially reasonable efforts to have the Registration Statement(s) declared effective by the SEC within one hundred and twenty (120) calendar days from the date that the Registration Statement is filed with the SEC.
 
As per the Drawdown Agreement, none of Auctus’s obligation thereunder are transferrable and may not be assigned to a third party.
 
We agreed to pay a non-refundable origination fee of one million restricted common stock shares.
 

 
INTEREST OF NAMED EXPERTS AND COUNSEL
 
None of the experts named herein was or is a promoter, underwriter, voting trustee, director, officer or employee of Insight Management Corporation, except for Matthew Maza, as described below, is currently a director. Cident Law Group PLLC, and, specifically Matthew Maza are not holders of Company stock.    Furthermore, none of the experts was hired on a contingent basis and none of the other experts named herein will receive a direct or indirect interest in Insight Management Corporation.
 
 
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
 
As of December 15, 2009, the Company had a total of 160 shareholders of record.  The Common Stock of Insight Management Corporation currently trades under the symbol ISIM.OB on the OTCBB.
 
Our common stock has been traded on the OTCBB since January 22, 2009.  Prior to that date, our common stock was not actively traded in the public market.  Our common stock is listed on the OTCBB under the symbol "ISIM.OB". Since June 2009, our common stock has also been traded on the Frankfurt Stock Exchange under the symbol "746". The following table sets forth, for the periods indicated, the high and low bid prices for our common stock on the OTCBB as reported by various Bulletin Board market makers. The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

             
 
Price
 
High
   
Low
             
Third Quarter 2009
  $ 0.086     $ 0.014  
Second Quarter 2009
  $ 0.214     $ 0.086  
 
First Quarter 2009
  $ 0.144     $ 0.136  
 
On December 4, 2009, the high and low bid prices of our common stock on the OTCBB were $0.027 and $0.02 per share, respectively, and there were approximately 160 holders of record of our common stock.
 
To date, we have never declared or paid any cash dividends on our capital stock.  We currently intend to retain any future earnings for funding growth and therefore, do not expect to pay any dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.


13

 
PENNY STOCK RULES
 
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
 
A purchaser is purchasing penny stock, which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act.  The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment.  Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act.  Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
 
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

-  
Contains a description of the nature and level of risk in the market for penny stock in both Public offerings and secondary trading;
-  
Contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;
-  
Contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price;
-  
Contains a toll-free number for inquiries on disciplinary actions;
-  
Defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
-  
Contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

-  
The bid and offer quotations for the penny stock;
-  
The compensation of the broker-dealer and its salesperson in the transaction;
-  
The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
-  
Monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules.  Therefore, stockholders may have difficulty selling their securities.


 
TRANSFER AGENT
 
The Transfer Agent and Registrar for the common stock is OTC Stock Transfer, 231 East 2100 South, Salt Lake City, Utah.


14

 
EXPERTS
 
Our financial statements as of December 31, 2008 and for the periods then ended, have been included in this prospectus and in the registration statement filed with the Securities and Exchange Commission in reliance upon the report of our independent registered public accounting firm, dated March 31, 2009 upon authority as experts in accounting and auditing.  M & K CPAS report on the financial statements can be found at the end of this prospectus and in the registration statement.
 
 
ABOUT OUR COMPANY
 
We were organized under the laws of the State of Florida on March 10, 2006. Since our inception, we have been engaged in organizational efforts and obtaining initial financing. On June 29, 2009 Insight Management completed a reverse triangular merger with Microresearch Corporation.  Pursuant to the agreement, Microresearch shareholders received 1.5 ISIM shares for each share they own in Microresearch Corporation.  Prior Insight Management shareholders did not change their holdings in Insight Management.  On June 30, 2009, the company completed the acquisition of Rebel Testing, Inc. (“RTI”).
 
Where you can find us
 
Our principal executive offices are located at 1130 E. Clark Ave. Ste 150-286, Orcutt, CA 93455, and our telephone number is (866) 797-3588.  The address of our website is www.insightmanagementcorp.com. Information on our website is not part of this prospectus.
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-Looking Information
 
Certain statements in this document are forward-looking in nature and relate to trends and events that may affect the Company’s future financial position and operating results. The words “expect” “anticipate” and similar words or expressions are to identify forward-looking statements. These statements speak only as of the date of the document; those statements are based on current expectations, are inherently uncertain and should be viewed with caution. Actual results may differ materially from the forward-looking statements as a result of many factors, including changes in economic conditions and other unanticipated events and conditions. It is not possible to foresee or to identify all such factors. The Company makes no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date of this document that may affect the accuracy of any forward-looking statement.

General
 
Insight Management Corporation, formerly known as Skreem Records Corporation was an entertainment development, marketing and production company formed in May 2006. Originally the recording and artist management division for an international entertainment media company with multiple hit releases, Skreem Records was formed to continue these operations globally.
 
As a result of the reverse triangular merger with Microresearch Corporation on June 29, 2009 and its acquisition of Rebel Testing, Inc. on June 30, 2009, Insight Management’s core business focus is changing to the oil and gas industry. The Company has a strategic plan for growth through acquisition and functions from the perspective of an engineering firm. This is the nucleolus that directs what acquisitions are made and creates strategic alliances, develops proprietary technology and patents that bring the expertise and ultimately creates the real value for Insight Management. The Company expects to retain the strong management teams in each business unit, capitalizing on their local knowledge of competitors and operating climate, along with their loyal customer relationships.

Strategic Plan
 
Insight Management has a three step approach to value creation:
 
 
1.
Find and negotiate the acquisition of small to midsize oil and gas companies that have strong financial track records and experienced management. Insight Management has a method of identifying and securing acquisitions that meet the following criteria:
 
 
Solid growth history
 
Profitable
 
Opportunity to increase profits
 
Strong management team willing to stay on board for a minimum of three years
 
Little or no debt on the books
 
These companies are primarily successful family owned businesses that are looking for a way to increase market presence and provide financial security for the owners while at the same time leading further growth and technological advancement. Insight Management offers all of that by taking the Company to the public marketplace, providing valuable business management experience to identify operating efficiencies, linking companies together to exploit synergies, and providing technical expertise and technology to their already successful businesses.
 
15

 
2.
Apply the technology and gain efficiencies from synergies provided by the multiple acquisitions. Insight Management will use its technology to improve the operations of the companies acquired and possibly license the technology for increase revenue at little to no additional cost. Insight Management will also exploit the opportunity to gain efficiencies from the consolidation of its acquisitions. The company managers will have the opportunity to share best practices and work together to gain market share and drive growth to the bottom line.
 

 
3.
Continuously work towards increasing market awareness and move the stock to larger public markets. Insight Management has experienced personnel to improve market awareness and gradually increase institutional holding of the stock. Value will come from continued growth through acquisition and deployment of developed technologies. The current strategy allows for rapid expansion of revenues and profit.
 
Insight Management is conducting due diligence on a second potential acquisition after recently signing a non-disclosure agreement in November of 2009. The company is an established drilling company currently operating eight oil wells in Texas.  The company has been in business for five years and management has more than twenty years of experience. Insight Management is reviewing financials and evaluating the company’s potential for expansion.
Rebel Testing, Inc. (“RTI”), subsidiary
 
On March 6, 2009, the Company entered into a Stock Purchase Acquisition Agreement (the “Agreement”) with RTI, for the acquisition of all of the issued and outstanding common stock of RTI for a purchase price of $5,000,000 paid over a 36-month period based upon the earnings of RTI over this three year period. The Company closing of the acquisition occurred on June 30, 2009.
 
Rebel Testing, Inc. of Gillette, Wyoming, has been in business for over eighteen years and is a leading Rocky Mountain regional oil and gas field services provider. The company maintains a fleet of pump hoist trucks servicing the greater Powder River Basin. RTI also has operations based in Colorado servicing and pressure testing blow out preventers, and provides these services in the greater Colorado, Wyoming and Utah areas. Customers include, among others, two Fortune 500 oil and gas corporations.

Market Conditions and Outlook
 
Natural gas is a largely overlooked energy source.  Not long ago the consensus was the US was running out of natural gas.  But due to technology advances in the last few years, natural gas can be extracted out of shale rock. There is now an abundance of natural gas available in the US.
 
Natural gas is a much cleaner energy source. Since it emits ½ the carbon as coal when burned, natural gas is a logical choice to replace coal in power plants and help decrease green house emissions. Natural gas is also seen as a transition energy source as renewable energy replacements of fossil fuels are still in the distant future.
 
With a solid foothold in the natural gas field services industry now established, the Company expects meaningful growth through the acquisition of other oil and gas enterprises that are both complimentary and offer greater diversity in revenue streams.

Quarter Ended September 30, 2009 -
 
The average price per MMBtu for natural gas reversed its decline during the third quarter of 2009 and has reached a 9-month high.   Demand for RTI field services remains strong and RTI’s EBIDTA more than doubled during the third quarter to $214,505, an increase of 131% compared to the second quarter of 2009.
Indications of higher leasing activity in Colorado and with strong margins, the company is in a good position to continue to add significantly to bottom line during the remainder of 2009 and 2010.

Outlook for 2010 -
 
Following the economic downturn, a cyclical boom in drilling activity is typical. The Company is anticipating an improved environment for natural gas and oil field service companies that should result in significantly better this year.

 
We are an insignificant player among the firms, which engage in business combinations. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than we will. In view of our combined limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors. Also, we will be competing with a number of other small, blank check public and shell companies.


16

Results of Operation

 
Three months and nine months ended September 30, 2009 and September 30, 2008
 
Revenues –
 
The Company recorded revenue of $588,903 and $0 for the three months ended September 30, 2009 and 2008, respectively. Revenue for the nine months ended September 30, 2009 and 2008 was $588,903 and $0, respectively.
 
Operating Expenses –
 
Operating expenses were $641,052 for the three months ended September 30, 2009 compared to $162,301 for the three months ended September 30, 2008, an increase of $478,751 or 295%. Operating expenses for the nine months ended September 30, 2009 and 2008 were $949,232 and $209,137, respectively, an increase of $740,095 or 354%. Expenses were primarily attributable to professional and consulting fees relating to business development activities, which increased substantially during the first half of FY09 as the Company positioned itself to commence significant operations such as the reverse merger with Microresearch Corporation on June 29, 2009 and acquisition of Rebel Testing, Inc. on June 30, 2009.
 
Interest Expense –
 
For the three months ended September 30, 2009 and 2008, the Company recorded interest expense in the amount of $111,355 and $0, respectively. Interest expense for the nine months ended September 30, 2009 and 2008 was $112,373 and $0, respectively. The interest expense relates to a note payable to a minority shareholder.
 
Liquidity and Capital Resources
 
As of September 30, 2009, the Company had cash of $331,712 and a deficit in working capital of $1,964,029. This compares with cash of $16,759 and a deficit in working capital of $219,937 as of December 31, 2008. Cash used by operations was $122,567 for the nine months ended September 30, 2009 versus cash used by operations of $199,808 for the nine months ended September 30, 2008.
 
To raise funds for debt and working capital, the Company plans to submit a registration statement with the SEC. The Company anticipates the stock registration will result in raising capital and facilitate further sales. However, this plan is dependent upon approval of the registration statement by the SEC and there is no guarantee this registration will result in raising sufficient capital to meet the Company’s needs, if any at all. In addition, the Company is exploring other private equity and debt financing opportunities.
 
 
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. Until the acquisition of Rebel Testing, Inc. on June 30, 2009, the Company operated as a development stage enterprise and had not established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern, relying on limited private placements of its stock through a Regulation S offering to fund its development activities while incurring significant losses and a working capital deficit. The Company has incurred significant debt by the acquisition of Rebel Testing and must raise capital in the near term to service this debt or risk termination of the acquisition.
 
The Company's ability to continue in existence is dependent upon developing additional sources of capital to service its acquisition debt and continue expansion of its business in oil & gas field services. Management's plan is to raise capital through additional private offerings and financing initiatives, in addition to registering shares to raise equity capital in U.S. and foreign markets. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications or liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern.
 

17

 
OFF-BALANCE SHEET ARRANGEMENTS
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 
INFLATION
 
The amounts presented in the financial statements do not provide for the effect of inflation on the Company’s operations or its financial position. Amounts shown for machinery, equipment and leasehold improvements and for costs and expenses reflect historical cost and do not necessarily represent replacement cost. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 
GOVERNMENT REGULATIONS
 
We estimate that there is no material cost to comply with any environmental laws of the Federal, State or Local governments and believe that any cost and/or compliance is the responsibility of the end user.

 
DESCRIPTION OF PROPERTY
 
With the acquisition of Rebel Testing, Inc. (RTI), Insight Management acquired the existing equipment of RTI in 2009.
 
 
 
LEGAL PROCEEDINGS
None.
 
 
SUMMARY FINANCIAL INFORMATION
 
The summary financial information set forth below is derived from the detailed financial statements appearing elsewhere in this prospectus.  This information should be read in conjunction with those financial statements and related notes, and the “use of Proceeds” and “Plan of Operation” sections included in the prospectus.


Balance Sheet Data:
 
September 30, 2009
 
Cash and cash equivalents
  $ 331,712  
Property and equipment net of depreciation
    535,875  
Total assets
    4,803,226  
Total liabilities
    5,060,005  
Stockholders’ Equity
    ( 256,779 )

18


Statement of Operations Data:

   
Three months ended September 30, 2009
   
Nine months ended
September 30, 2009
 
Revenues
  $ 588,903       588,903  
Total cost and expenses
    641,052       949,232  
Other Income (Expense)
    ( 111,355 )     ( 112,373 )
Net loss
    ( 163,504 )     ( 472,702 )
Net loss per share – basic and diluted
    ( 0.00 )     ( 0.00 )

 
 
DIVIDENDS
 
We have never paid a cash dividend on our common stock.  It is our present policy to retain earnings, if any, to finance the development and growth of our business. Accordingly, we do not anticipate that cash dividends will be paid until our earnings and financial condition justify such dividends, and there can be no assurance that we can achieve such earnings.

 
MANAGEMENT
 
The directors and officers of the Company are listed below with information about their respective backgrounds.  Each Director is elected to serve a one year term, until the next annual meeting of the shareholders or until their successor is elected (or appointed) and qualified.  Our officers are appointed by our board of directors and hold office until removed by the board.

Our executive officers and directors and their ages as of September 30, 2009 is as follows:

NAME
 
     AGE
 
POSITION
Jennifer Rapacki
    52  
CEO/President/Treasurer/Director
Matthew Maza
    33  
Secretary/Director
 
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
 
Jennifer Rapacki, 52, President/CEO/Director. Ms. Rapacki has both a technical engineering background with a degree in Mechanical Engineering from Purdue University, as well as profound business knowledge due to a MBA degree from the University of Phoenix. Consequentially, she understands the operational business side, is able to support with precise trouble shooting, to resolve technical problems and to complement the long-term R&D processes to maintain and expand competitive edges. Additionally, the business background enables great optimization potential by enhancing capital structures, mediating potential cooperation partners to create synergies and implement her involvement and commitment to the company. With her remarkable experience of over 20 years in the corporate world working for Fortune 500 companies, she combines many critical aspects for creating sustainable business success.
 
Matthew Maza, 33, Secretary/Director. Mr. Maza is an attorney admitted to practice law in the State of Washington. He has extensive experience in the securities in regards to drafting private offering disclosures, acquisition/merger agreements, and stock subscription agreements. In addition he has extensive securities research background in the areas of NASD/SEC rule violations pertaining to fraud, unsuitability and other issues. He has researched globalization issues in various fields of study with a focus on trade related intellectual property. He has performed a Compliance Research Internship with the National Association of Securities Dealers Regulation (NASD). Mr. Maza graduated with a B.S. degree in Molecular Biology from University of Washington; has a B.S. degree in Economics from University of Washington; an M.B.A. degree from Seattle University Albers School of Business & Economics; a J.D. degree from Seattle University School of Law; and a LL.M. in Taxation from the University of Washington.

Term of Office
 
 
19

Current Issues and Future Management Expectations
 
No board audit committee has been formed as of the date of this Memorandum.
 


EXECUTIVE COMPENSATION
 

Name and Principal Position
Year
     
Salary
         
Bonus
 
Stock Awards ($)
  Option Awards ($)    
Totals ($)
   
Jennifer Rapacki, CEO/President/Treasurer/Director
FY 2009
  $ 90,000       (1 )     30,000  (2)     N/A       N/A       $ 120,000  
Matthew Maza, Secretary/Director
FY 2009
  $ 0       (3 )     N/A       N/A       N/A       $ 0  
 
(1)  As of November 30, 2009, Ms. Rapacki has been paid $27,500, and accrued $52,500 of salary
(2)  As of November 30, 2009, Ms. Rapacki’s bonus of $30,000 is accrued
(3) Matthew Maza is paid as the company counsel; as of November 30, 2009, Mr. Maza’s fees of $69,030  have been accrued.
 
EMPLOYEES
 
The company has three employee, two part-time individuals and one full-time individual.  The Company believes it has good relations with all of the employees.

EMPLOYMENT AGREEMENTS

President/CEO Employment Agreement
 
Effective June 29, 2009, Insight Management Corporation entered into an employment agreement with Ms. Rapacki with an annual base salary of $130,000.  Executive shall also be entitled to a bonus determined at the sole discretion of the Board of Directors, 15 days vacation per year and participation in the Company’s Stock Option Plan.
 
The agreement provides that upon termination of the executive’s employment by the company for any reason other than for cause, or if the executive terminated her employment for good reason, the executive would be entitled to a lump sum payment equal to 1 year of base salary.

Issuance of Bonus
 
On July 15, 2009, the Board of Directors of the Company’s subsidiary, Microreseach Corporation, approved a $30,000 performance bonus for Microresearch President, Jennifer Rapacki, in consideration for the excellent performance of negotiating and closing the Rebel Testing, Inc. acquisition and closing the merger with Insight Management. The performance bonus completes all monetary compensation due to Ms. Rapacki, as President of Microresearch Corporation.

20

 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
There were no transactions that, outside of fees paid for hours worked, occurred with our officers or directors with the company. Furthermore, there were no transactions between our officers or directors with the Company where 1) there were no competitive bidding; 2) rates or charges was not fixed by law or governmental authority; 3) the transaction did not involve services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; 4) the amount involved exceeded $60,000; or 5) the interest of the person rose beyond the ownership of securities of the Company and the person received extra or special benefit that was not shared equally (pro rata) by all holders of securities of the class.
 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 

Title of Class
Name and Address of
Beneficial Owner
 
Amount and Nature of Beneficial Owner (1)
   
Percent of Class
   
Percent of Class assuming 75,000,000 shares sold in this offering
 
                     
Common Stock
Jennifer Rapacki
1130 East Clark Ave. #150-286
Orcutt, CA 93455
    - 0 -       -- %     -- %
                           
Common Stock
Matthew Maza
1130 East Clark Ave. #150-286
Orcutt, CA 93455
    - 0 -       -- %     -- %
                           
Common Stock
Cede & Co
Depository Trust Company
PO Box 222
Bowling Green Station
New York, NY  10274
    54,044,375       10.5 %     9.1 %
                           
Common Stock
Kytin Holdings, LLC
1425 Broadway Ave East #454
Seattle, WA 98122
    168,051,405       32.5 %     28.4 %
                           
Common Stock
Tech Development LLC
1425 Broadway Ave East #454
Seattle, WA 98122
    147,044,772       28.5 %     24.9 %

The percent of class is based on 516,453,806 shares of common stock and outstanding on December 15, 2009.

All Officers and Directors as a group (2 Persons)

(1)  
Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of Common Stock that an individual or entity has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or entity, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person or entity shown in the table.


21

 
DESCRIPTION OF SECURITIES

General
 
Our authorized capital stock consists of 1,000,000,000 shares of common stock at a par value of $0.00014 per share and 10,000,000 shares of preferred shares at a par value of $0.01.  The common stock par value was updated subsequent to our most recent filing and will be incorporated in the balance sheet of the December 31, 2009 10K filing. There are no provisions in our charter or by-laws that would delay, defer or prevent a change in our control.

Common Stock
 
As of December 15, 2009, 516,453,806 shares of common stock are issued and outstanding and held by 160 stockholders. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.
 
Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.
 
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Dividends
 
Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will   depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Warrants
 
There are no outstanding warrants to purchase our securities.

Options
 
There are no options to purchase our securities outstanding. We may in the future establish an incentive stock option plan for our directors, employees and consultants.

Preferred Stock
 
As of December 15, 2009, zero shares of preferred stock are issued and outstanding.  There are 10,000,000 shares authorized.  The Preferred Stock may be issued from time to time in one or more series.  The Board of Directors is authorized to create and provide for the issuance of shares of the Preferred Stock in series, and by filing amendments to the Articles of Incorporation pursuant to the applicable section of the Florida Business Corporation Act, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.  The authority of the Board of Directors with respect to each series is stated in the Articles of Incorporation.
22

CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS REGARDING INDEMIFICATION OF DIRECTORS AND OFFICERS REGARDING INDEMNIFICATION
 
The Certificate of Incorporation of the Company provides indemnification to the fullest extent permitted by Florida law for any person whom the Company may indemnify thereunder, including directors, officers, employees and agents of the Company.  In addition, the Certificate of Incorporation, as permitted under the Florida General Corporation Law, eliminates the personal liability of the directors to the Company or any of its stockholders for damages for breaches of their fiduciary duty as directors.  As a result of the inclusion of such provision, stockholders may be unable to recover damages against directors for actions taken by directors which constitute negligence or gross negligence or that are in violation of their fiduciary duties. The inclusion of this provision in the Company's Certificate of Incorporation may reduce the likelihood of derivative litigation against directors and other types of stockholder litigation, even though such action, if successful, might otherwise benefit the Company and its stockholders.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer 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.  The Company's Certificate of Incorporation provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except as limited by Florida law.  The Company's Bylaws provide that the Company shall indemnify to the full extent authorized by law each of its directors and officers against expenses incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation.
 
Insofar as indemnification for liabilities may be invoked to disclaim liability for damages arising under the Securities Act of 1933, as amended, or the Securities Act of 1934, (collectively, the “Acts”) as amended, it is the position of the Securities and Exchange Commission that such indemnification is against public policy as expressed in the Acts and are therefore, unenforceable.

FLORIDA ANTI-TAKEOVER LAW AND OUR CERTIFICATE OF INCORPORATION AND BY-LAW PROVISIONS
 
Provisions of Florida law and our Certificate of Incorporation and By-Laws could make more difficult our acquisition by a third party and the removal of our incumbent officers and directors.  These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of the Company to first negotiate with us.  We believe that the benefits of increased protection of our ability to negotiate with proponent of an unfriendly or unsolicited acquisition proposal outweigh the disadvantages of discouraging such proposals because, among other things, negotiation could result in an improvement of their terms.
 
We are subject to the Florida General Corporation Law, which regulates corporate acquisitions.  In general, Section 607.0901 prohibits a publicly held Florida corporation from engaging in a “business combination” with an “interested stockholder” for a period of five years following the date the person became an interested stockholder, unless:

 
(i)
The Board of Directors approved the transaction in which such stockholder became an interested stockholder prior to the date the interested stockholder attained such status;
 
(ii)
Upon consummation of the transaction that resulted in the stockholder's becoming an interested stockholder, he or she owned at least 80% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers; or
 
(iii)
On subsequent to such date the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders.
 
A “business combination” generally includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder.  In general, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status, did own, 10% or more of the corporation's voting stock.

WHERE YOU CAN FIND MORE INFORMATION
 
We have filed with the Securities and Exchange Commission a registration statement on Form S-1, Quarterly Report on 10-Qs and Annual Report on 10-Ks.  This prospectus, which is a part of the registration statement, does not contain all of the information included in the registration statement. Some information is omitted, and you should refer to the registration statement and its exhibits. With respect to references made in this prospectus to any contract, agreement or other document of ours, such references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. You may review a copy of the registration statement, including exhibits, at the Securities and Exchange Commission's public reference room at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 or Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois  60661.
23

The public may obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330.
 
We will also file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission.  You may read and copy any reports, statements or other information on file at the public reference rooms.  You can also request copies of these documents, for a copying fee, by writing to the Securities and Exchange Commission.

Our Securities and Exchange Commission filings and the registration statement can also be reviewed by accessing the Securities and Exchange Commission's Internet site at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission.
 
You should rely only on the information provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information.  We are not making an offer to sell, nor soliciting an offer to buy, these securities in any jurisdiction where that would not be permitted or legal.  Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein or our affairs have not changed since the date hereof.

24


INSIGHT MANAGEMENT CORPORATION
FINANCIAL STATEMENTS
TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
27
    Balance Sheets as of December 31, 2008 and December 31, 2007
28
    Statements of Operations For the Years Ended December 31, 2008 and 2007 and the Period From May 10, 2006 (Inception) Through December 31, 2008
30
    Statement of Cash Flows For the Years Ended December 31, 2008 and 2007 and the Period From May 10, 2006 (Inception) Through December 31, 2008
31
    Statement of Stockholder’s Equity From May 10, 2006 (Inception) to December 31, 2008
33
    Notes to Audited Financial Statements
35
   
    Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008
42
    Consolidated Statements of Operations for the three and nine month periods ending September 30, 2009 and 2008
43
    Consolidated Statement of Changes in Stockholders’ Deficit for the nine months ended September 30, 2009 
44
    Consolidated Statements of Cash Flows for the nine month period ending September 30, 2009 and 2008
45
    Notes to Unaudited Consolidated Financial Statements
47
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
56
 
    Rebel Testing, Inc. Balance Sheets as of December 31, 2008 and 2007
57
    Rebel Testing, Inc. Statement of Operations for the year ended December 31, 2008 and 2007
58
    Rebel Testing, Inc. Statement of Changes in Stockholders’ Equity from December 31, 2006 through December 31, 2008
59
    Rebel Testing, Inc. Statements of Cash Flows for the year ended December 31, 2008 and 2007
60
    Rebel Testing, Inc. Notes to Audited Financial Statements
61
   
Basis of Presentation of the Unaudited Pro Forma Combined Statements of Operations for the Year Ended December 31, 2008 and Six Months Ended June 30, 2009
66
Unaudited Pro-forma Combined Statements of Operations for the year ended December 31, 2008
67
Unaudited Pro-forma Combined Statements of Operations for the six months ended June 30, 2009
68
Notes to Unaudited Pro Forma Combined Statements of Operations
69
   
   
 
 

 
25

 


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

To the Board of Directors
Insight Management, Inc.
 
We have audited the accompanying balance sheet of Insight Management, Inc. (a development stage company) as of December 31, 2008 and 2007, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended and for the period from May 10, 2006 (inception) through December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Insight Management, Inc. as of December 31, 2008 and 2007, and the results of its operations, changes in stockholders’ equity (deficit) and cash flows for the period then ended and for the period from May 10, 2006 (inception) through December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
March 31, 2009



 
26

 

Insight Management Corporation
Balance Sheets
As of December 31, 2008 and December 31, 2007
From ANNUAL REPORT ON FORM 10-K For Fiscal Year Ended December 31, 2008
                 
             
   
December 31,
2008
   
December 31,
2007
 
             
ASSETS:
           
Current assets:
           
             
Cash
 
$
59
   
$
24,232
 
Capitalized production costs net of amortization of $0 and $3,362 at December 31, 2008 and 2007, respectively
   
     
24,701
 
Advances to related party
   
525
     
1,000
 
Prepaid expense
   
     
4,440
 
                 
Total current assets
   
584
     
54,373
 
                 
Assets of discontinued operations, net
   
     
361,195
 
                 
TOTAL ASSETS
 
$
584
   
$
415,568
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT:
               
Current liabilities:
               
                 
Accounts payable and accrued liabilities
 
$
79,991
   
$
92,909
 
Accrued interest
   
6,484
     
238
 
Notes payable – related party
   
141,025
     
99,696
 
                 
Total Current Liabilities
   
227,500
     
192,843
 
                 
Liabilities of discontinued operations, net
   
     
269,440
 
                 
Stockholders’ Deficit:
               
                 
Common Stock, $.001 par value; 50,000,000 shares authorized, 3,051,870 and 2,934,050 shares issued and outstanding at December 31, 2008 and 2007, respectively
   
3,052
     
2,934
 
                 
Stock subscription receivable
   
(3,100
)
   
 
                 
Additional paid in capital
   
360,264
     
225,938
 
                 
Deficit accumulated during the development stage
   
(587,132
)
   
(275,587
)
                 
Total Stockholders’ Equity Deficit
   
(226,916
)
   
(46,715
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
$
584
   
$
415,568
 
 
The accompanying notes are an integral part of these financial statements.




 
27

 

Insight Management Corporation
Statements of Operations
For the Years Ended December 31, 2008 and 2007
and the Period From May 10, 2006 (Inception) Through December 31, 2008
From ANNUAL REPORT ON FORM 10-K For Fiscal Year Ended December 31, 2008

                         
                   
   
Year Ended
December 31,
   
May 10, 2006
(Inception)
Through
December 31,
 
   
2008
   
2007
   
2008
 
                   
Expenses:
                 
General and administrative expenses
 
$
187,788
   
$
205,404
   
$
393,192
 
Rent
   
12,415
     
1,190
     
13,605
 
Amortization of capitalized production costs
   
     
3,362
     
3,362
 
Interest expense
   
8,289
     
2,307
     
10,596
 
                         
Total Operating Expenses
   
208,492
     
212,263
     
421,755
 
                         
Other income
   
80
     
     
80
 
                         
Net Loss from continuing operations
 
$
(208,412
)
 
$
(212,263
)
 
$
(420,675
)
                         
Discontinued operations
                       
                         
Loss from discontinued operations
   
(103,133
)
   
(63,324
)
   
(166,457
)
                         
Net Loss
 
$
(311,545
)
 
$
(275,587
)
 
$
(587,132
)
                         
                         
Net Loss per Common Share - Basic and Diluted
 
$
(0.10
)
 
$
(0.12
)
       
                         
Per Share Information:
                       
Weighted Average Number of Common Stock
                       
Shares Outstanding - Basic and Diluted
   
3,037,888
     
2,376,116
         
 
The accompanying notes are an integral part of these financial statements.

 
28

 


Insight Management Corporation
Statement of Cash Flows
For the Years Ended December 31, 2008 and 2007 and
the Period From May 10, 2006 (Inception) Through December 31, 2008
From ANNUAL REPORT ON FORM 10-K For Fiscal Year Ended December 31, 2008

                         
                   
   
Year Ended
December 31,
   
May 10, 2006
(inception) to
December 31,
 
   
2008
   
2007
   
2008
 
                   
Cash Flows from Operating Activities:
                 
Net Loss from continuing operations
 
$
(208,412
)
 
$
(212,263
)
 
$
(420,675
)
Net Loss from discontinued operations
   
(103,133
)
   
(63,324
)
   
(166,457
)
Adjustments to reconcile net loss to cash used in operating activities:
                       
Impairment of capitalized production costs
   
31,159
     
     
31,159
 
Amortization of capitalized production costs
   
     
3,362
     
3,362
 
Bad debt
   
     
     
 
Rent contributed from shareholder
 Changes in:
   
12,415
     
     
12,415
 
Accounts receivable
   
475
     
     
475
 
Capitalized production costs
   
     
(28,063
)
   
(28,063
)
Prepaid expenses & Other Assets
   
(2,018
)
   
(5,440
)
   
(7,458
)
Accrued expenses
   
6,246
             
6,246
 
Accounts payable
   
(12,919
)
   
93,147
     
80,228
 
Net Cash Flows Used in Operations
   
(276,187
)
   
(212,581
)
   
(488,768
)
                         
Cash Flows from Financing Activities:
                       
Net borrowings on demand notes-related party
   
134,698
     
99,696
     
234,394
 
Payment of debt-related party
   
(48,868
)
   
     
(48,868
)
Proceeds from sale of stock- net of subscription receivable
   
75,900
     
114,050
     
189,950
 
Net Cash Flows Provided by Financing activities
   
161,730
     
213,746
     
375,476
 
                         
Cash Flows from Discontinued Operations:
                       
Cash used in operating activities
   
(14,505
)
   
14,505
     
 
Cash used from investing activities
   
353,460
     
(145,457
)
   
208,003
 
Cash used in financing activities
   
(248,671
)
   
154,019
     
(94,652
)
Net Cash Flows used in Discontinued Operations
   
90,284
     
23,067
     
113,351
 
                         
Net Increase (Decrease) in Cash
   
(24,173
)
   
24,232
     
59
 
Cash and cash equivalents - Beginning of period
   
24,232
     
     
 
Cash and cash equivalents - End of period
 
$
59
     
24,232
   
$
59
 
                         
SUPPLEMENTARY INFORMATION
                       
Interest Paid
 
$
2,042
   
$
   
$
4,111
 
Taxes Paid
 
$
   
$
   
$
 
 
The accompanying notes are an integral part of these financial statements.

 
29

 


Insight Management Corporation
Statement of Stockholder’s Equity
From May 10, 2006 (inception) to December 31, 2008
From ANNUAL REPORT ON FORM 10-K For Fiscal Year Ended December 31, 2008
                                                 
         
Stock
Subscription
Receivable
   
Additional Paid
In Capital
   
Deficit
Accumulated
During the
Development
Stage
   
Total
Stockholders’
Equity (Deficit)
 
       
       
   
Common Stock
 
   
Shares
   
Amount
 
                                     
Inception - May 10, 2006
   
   
$
   
$
   
$
   
$
   
$
 
                                                 
Issuance of founders shares
   
1,820,000
     
1,820
     
(18,200
)
   
16,380
     
     
 
                                                 
Net loss for the period
   
     
     
     
     
     
 
                                                 
Balances - December 31, 2006
   
1,820,000
     
1,820
     
(18,200
)
   
16,380
     
     
 
                                                 
Shares issued to acquire Skreem Studios
   
1,000,000
     
1,000
     
     
999,000
     
     
1,000,000
 
                                                 
Payment of subscription receivable
   
     
     
18,200
     
     
     
18,200
 
                                                 
Proceeds from sale of stock
   
114,050
     
114
     
     
113,936
     
     
114,050
 
                                                 
Purchase price allocation
   
     
     
     
(903,378
)
   
     
(903,378
)
                                                 
Net loss for the year
   
     
     
     
     
(275,587
)
   
(275,587
)
                                                 
Balances - December 31, 2007
   
2,934,050
     
2,934
     
     
225,938
     
(275,587
)
   
(46,715
)
                                                 
Shares issued for notes
   
50,000
     
50
     
     
249,950
     
     
250,000
 
                                                 
Shares issued for services
   
5,620
     
6
     
     
(6
)
   
     
 
                                                 
Proceeds from sale of stock
   
62,200
     
62
     
     
78,375
     
     
79,000
 
                     
             
         
Subscription Receivable
                   
(3,100
)
           
     
(3,100
)
                     
             
         
Contribution from shareholder
   
     
     
     
12,415
     
     
12,415
 
                                                 
Investment in discontinued operations
   
     
     
     
(206,971
)
   
     
(206,971
)
                                                 
Net loss from discontinued operations
   
     
     
     
     
(103,133
)
   
(103,133
)
                                                 
Net loss from continuing operations
   
     
     
     
     
(208,412
)
   
(208,412
)
                                                 
Balances – December 31, 2008
   
3,051,870
     
3,052
     
(3,100
)
   
360,264
     
(587,132
)
   
(226,916
)
 
The accompanying notes are an integral part of these financial statements.

 
30

 

Notes to Financial Statements
(A Development Stage Company)
From ANNUAL REPORT ON FORM 10-K For Fiscal Year Ended December 31, 2008


1. Nature of Operations
 
Insight Management Corporation (the Company) (formerly known as Skreem Records Corporation) was formed on March 10, 2006, but was dormant and did not commence operations until April 1, 2007 when it acquired a 100% interest in Skreem Studios, Inc. (the Subsidiary) (formerly known as Skreem Studios LLC). Skreem Studios, Inc. was formed on October 7, 2005 as a limited liability company with the beneficial interest held by two of the Company’s shareholders, Jeffrey Martin and Tony Harrison. The Subsidiary initiated pre-commencement activity in May 2006, renting a studio facility, acquiring equipment, building out two studios and incurring other pre-operational expenses. On April 1, 2007 the Company acquired the Subsidiary under the purchase method and commenced business operations. On June 9, 2008, the majority of stockholders authorized a name change from Skreem Records Corporation to Insight Management Corporation, authorized a ten for 1 reverse split of common stock and declared a stock dividend of its subsidiary, Skreem Studios, Inc. On July 1, 2008, Insight Management Corporation commenced a reverse spin-off Skreem Studios, Inc., where the shareholders of record receive one share of Skreem Studios, Inc. per share owned in Insight Management. The Company’s business is to search for recording talent, sign the talent to contracts, and to promote and fund the talent. The Company may incur costs to develop unrecognized talent such as vocal coaching, choreography, fitness training, clothing, hair design, transportation and living expenses. Additionally, the company may incur these costs as well as promotional, tour costs and recording costs for established talent as well as its developed talent. Revenue is generated through sales of recordings, performance fees, management fees, merchandising and publishing royalties. Via these revenue sources the Company recovers the cost it has invested in the talent and then shares in a percentage of the excess proceeds according to the terms of individual contracts.
 
2.Summary of Significant Accounting Policies
 
Basis of Presentation
 
The financial statements of the Company have been prepared utilizing the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Under this method, revenues are recognized when earned and expenses are recorded when liabilities are incurred. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein.
 
Revenue Recognition
 
Revenue is recognized when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided. As of December 31, 2008, no significant revenue has been recorded.

Use of estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and cash equivalents
 
For the purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2008 and 2007, there were no cash equivalents.
  
Capitalized production costs
 
Capitalized production costs consist of capitalized master production costs and finished product purchased for resale and is valued at the lower of cost or market, on the first-in, first-out method. Capitalized master production costs include capitalizable direct negative costs, production overhead, interest, development costs, and acquired production costs, and are stated at the lower of cost, less accumulated amortization, or fair value. Capitalized master production costs are expensed based on the ratio of the current period’s gross revenues to estimated remaining total gross revenues from all sources on an individual production basis. Development costs for projects that have been determined will not go into production or have not been set for production within one year are written off. Estimates of total gross revenues can change significantly due to a variety of factors, including advertising rates and the level of market acceptance of the production. Accordingly, revenue estimates are reviewed periodically and amortization is adjusted, if necessary. Such adjustments could have a material effect on results of operations in future periods. As of December 31, 2008, management expensed $31,159 of capitalized production costs due to uncertainty of future economic benefit. See Note 9.
 
31

Prepaid expenses
 
Prepaid expenses are advance payments for products or services that will be used in operations during the next 12 months.
  
Development Stage Company
  
The Company complies with Statement of Financial Accounting Standard (“SFAS”) No. 7 and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.
 
Property, equipment, and improvements
  
Property and equipment are stated at cost. Major additions and improvements are capitalized, and routine expenditures for repairs and maintenance are charged to expense as incurred. Fully depreciated assets are carried on the books until the date of disposal. Property sold or retired, and the related gain or loss, if any, is taken into income currently. Property that costs less than $500 is expensed as incurred.
 
Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which range from three to seven years for equipment and furnishings and over the life of the lease for leasehold improvements.
 
Impairment of Long Lived Assets
 
Long-lived assets are reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long- lived Assets”. Under SFAS No. 144, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value.
  
Fair Value of Financial Instruments
 
Financial instruments, including cash, receivables, accounts payable, and notes payable are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due o variable rates of interest which are consistent with market rates. No adjustments have been made in the current period.
 
Income taxes
  
The Company accounts for income taxes under the Financial Accounting Standards Board of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Current income tax provisions are made based on taxable income reported to federal and state taxing authorities. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. As of December 31, 2008, the Company has a deferred tax benefit approximating $231,700 which consists entirely of federal and state net operating losses generated by the current period tax losses. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has provided a valuation allowance for the full amount of the deferred tax benefit because the Company does not have a history of taxable earnings and is a development stage enterprise. Additionally, the reconciliation of the Company’s current tax benefit from 34% for federal tax rate to 0% for book purposes consists entirely of the change in the valuation allowance.
  
For income tax reporting purposes, the Company uses accounting methods that recognize depreciation sooner than for financial statement reporting. As a result, the basis of property and equipment for financial reporting exceeds its tax basis by the cumulative amount that accelerated depreciation exceeds straight-line depreciation. Deferred income taxes have been recorded for the excess, which will be taxable in future periods through reduced depreciation deductions for tax purposes.
 
Cash paid for income taxes for the twelve month period ended December 31, 2008 was $0.
 
 
32

Basic and Diluted Net Income Per Common Share
 
Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents.
  
Stock Based Compensation
  
The Company accounts for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of Statement of Financial Accounting Standards no.123(R) or SFAS No. 123(R), Share-Based Payments, and Staff Accounting Bulletin No. 107, or SAB 107, Share-Based Payments. The company accounts for the stock options issued to non-employees in accordance with the provisions of Statement of Financial Accounting Standards No. 123, or SFAS No. 123, Accounting for Stock-Based Compensation, and Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments with Variable Terms That Are Issued for Consideration other Than Employee Services under FASB Statement no. 123.

The Company did not grant any stock options during the period ended December 31, 2008 or 2007.
 
Advertising
 
 Advertising costs are generally expensed as incurred. Total advertising cost from for the twelve month period ended December 31, 2008 and the period from inception on March 10, 2006 through December 31, 2008 were $0 and $3,306, respectively.
 
 Recent Accounting Pronouncements
  
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
  
3. Going Concern
  
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $587,132 and has a working capital deficit of $226,916 at December 31, 2008. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Management intends to finance these deficits through the sale of stock. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
 
4.Development Stage Operations
 
The Company was formed March 10, 2006 and the Subsidiary was formed October 7, 2005. Initial funding for the Subsidiary was provided by the Company’s principal stockholder via equity capital, direct debt capital and indirect/related party debt capital. The Company’s business operations commenced on April 1, 2007 and the Subsidiary’s business operations commenced on January 2, 2008. Operations from inception have been devoted primarily to raising capital, obtaining financing, acquiring equipment, constructing improvements to the rented studio facilities, and administrative functions. Start-up and organization costs are expensed as incurred. Transactions with shareholders and other related parties are described in other notes to these financial statements.
 
5. Notes Payable- Related Party
 
33

Short-term debt as of December 31, 2008 consisted of the following demand notes:
         
Various unsecured demand notes to the principal shareholder with no stated interest rate; interest is being accrued at 8.00%.
 
$
98,165
 
         
Various unsecured demand notes to a business owned and controlled by the principal shareholder with a stated interest rate of 8.00%.
   
19,760
 
         
Various unsecured demand notes to a business controlled by the principal shareholder with a state interest rate of 8.00%
   
7,100
 
         
Various unsecured demands note to a corporation controlled by the principal shareholder with a stated interest rate of 8.00%.
   
16,000
 
         
   
$
141,025
 

During the twelve month period ended December 31, 2008, the Company issued various unsecured demand notes to the business owned and controlled by a shareholder totaling $10,000 with a stated interest rate of 8%. During the twelve month period ended December 31, 2008, the Company issued various unsecured demands notes to a shareholder totaling $78,750 with a stated interest rate of 8%. The company owed $98,165 as of December 31, 2008. This amount is included in Note Payable-related party of $141,025.
  
During the twelve month period ended December 31, 2008, the Company issued unsecured demand notes to business controlled by a shareholder totaling $16,000 with a stated interest rate of 8%. During the twelve month period ended December 31, 2008 the Company issued various unsecured demand notes to the business owned and controlled by a shareholder totaling $22,600. During the twelve month period ended December 31, 2008, the Company issued various unsecured demand notes to the business controlled by a shareholder totaling $7,100 with a stated interest rate of 8%. The company owed $19,760 as of December 31, 2008. This amount is included in Note Payable-related party of $141,025.
 
On February 26, 2008, the Company issued 500,000 common shares with a value of $250,000 at the current trading rate of $0.50 in settlement of a $250,000 note to the majority shareholder. The difference in the value of the shares and the balance of the debt is included as an addition to additional paid in capital to the common control nature of this transaction. The company owed $7,100 as of December 31, 2008. This amount is included in Note Payable-related party of $141,025.
 
At December 31, 2008, interest in the amount of $6,484 is accrued on these notes. Interest expense for the twelve months ended December 31, 2008, and the period from inception on March 10, 2006 through December 31, 2008 was $8,289 and $10,596, respectively. The company owed $16,000 as of December 31, 2008. This amount is included in Note Payable-related party of $141,025.
  
6. Capital Stock
 
The Company has 50,000,000 shares of $0.001 par value stock authorized. At December 31, 2008 there were 3,051,870 shares outstanding.
 
In May 2006, the Company authorized the issuance of 1,820,000 shares of common stock to the Company’s founders.
 
As of December 31, 2006, the funding of the founders’ shares was recognized as subscription receivable and in the months of April through June 2007, the payment for founders’ shares subscriptions receivable was received in 2007.
  
On April 1, 2007, 1,000,000 shares of common stock were issued in exchange for 100% interest in Skreem Studios, LLC (Subsidiary). The value of the shares issued using the PPM price of $1.00 per share was $1,000,000. Due to the common control of the entities involved, the excess consideration provided of $903,378 has been recorded as a decrease of additional paid in capital. The net assets of the Subsidiary on the date of purchase was $189,803.
 
In the period from January 1, 2008 through December 31, 2008, 62,200 shares were sold and issued in exchange for cash received in the amount of $75,900, net of subscription receivable of $3,100, and 50,000 shares were issued in exchange for cancellation of $250,000 of debt owed to the majority shareholder.
 
34

Shares owned by the principal shareholder, Jeffrey Martin, include personal shares and shares owned by a business owned and controlled by him.
 
The difference in the value of the shares and the balance of the debt is included as an addition to additional paid in capital due to the common control nature of this transaction.
 
On February 20, 2008, 5,620 shares valued $56 at the current trading rate of $0.01 per share was issued in exchange for underwriting services provided.
 
On June 9, 2008, the Company authorized a ten for 1 reverse split of common stock effective July 1, 2008.
 
On July 1, 2008, Insight Management Corporation commenced a reverse spin-off Skreem Studios, Inc., where the shareholders of record receive one share of Skreem Studios, Inc. per share owned in Insight Management.
 
7. Related Party Transactions
 
The Company utilizes an office facility at 11637 Orpington Street, Orlando, FL. This facility contains 2,000 square feet of office space and it is owned and controlled by a corporation owned solely by the Company’s majority shareholder. The shareholder has waived rent expense in exchange for an increase in additional paid in capital. At December 31, 2008, the rent expense in exchange of additional paid in capital was $12,415.
 
All of the debt financing and related interest expense for the Company and its Subsidiary have been provided by and paid or accrued to the principal shareholder or entities controlled by him. See the note regarding short-term debt for details.
 
On February 21, 2008 the principal shareholder exchanged $250,000 of debt financing for 500,000 shares of common stock. The shares of stock were issued to individuals and entities with related-party interest to the principal shareholder.
 
At December 31, 2008, $35,000 of the $79,991 balance of accounts payable was to a minority shareholder holding less than 1% interest in the Company.
 
8. Supplemental Cash Flow Information
 
Non-Cash Financing Activities. On February 26, 2008, the Company issued 500,000 common shares with a stated value of $500,000 in settlement of a $250,000 note to the majority shareholder. Only $45,500 of the $250,000 note payable is deemed a non-cash transaction at September 30, 2008 due to the spinoff of Skreem Studios, Inc.
 
9. Capitalized Production Costs
 
The capitalized production costs balance at December 31, 2008 and 2007 was $0 and $31,159, net of accumulated amortization of $0 and $3,362, respectively. These costs consist entirely of capitalized master production costs for one video and one audio product to be produced and sold. Management does not expect to sell video and audio products in the foreseeable future; therefore, the balance has been expensed.

10. Business Combination
 
On April 1, 2007, the Company purchased Skreem Studios, Inc. (the Subsidiary) for 10,000,000 shares of the Company’s common stock valued at $1,000,000 based upon a PPM price of $0.10 and an increase in notes payable of $93,181. The subsidiary was controlled by the founding shareholder and due to the entities being under common control the excess purchase price over the net asset value has been recorded as a decrease in additional paid in capital and retained deficit.
 
The shareholders of the Company maintained control of the subsidiary before and after the purchase and as a result of considering this and other relevant criteria in FASB statement number 141 the Company has been determined to be the accounting acquirer.
35

Due to the primarily dormant nature of the subsidiary prior to April 1, 2007, the results for the period ended December 31, 2007 would not have materially differed and as a result pro-forma information is not presented in these financial statements.
 
 
         
         
PP&E
 
$
189,803
 
Additional paid in capital
   
903,378
 
Increase in demand note
   
(93,181
)
Total
 
$
1,000,000
 

11.Discontinued Operations
 
On July 1, 2008, Skreem Studios, a subsidiary of Insight Management, Inc, amended its Articles of Incorporation to change the name of Skreem Studios, LLC to Skreem Studios, Inc. upon conclusion of a stock dividend payable at a rate of one share in Skreem Studios, Inc for every share owned in Insight Management, Inc. The Board of Directors has determined that the operations that made up the Company would be better off in a separate company, with its own goals, while the Subsidiary concentrates its efforts on other media related business. On July 1, 2008, the Company spun-off its wholly owned subsidiary, Skreem Studios LLC.

In connection with the spin-off, all of the assets and liabilities were transferred and the due to affiliate was forgiven and treated as additional paid in capital. The following schedule shows the assets and liabilities of the wholly owned subsidiary at July 1, 2008:
 
                 
   
At July 1,
 2008
   
At December 31,
 2007
 
Assets of discontinued operations
           
Cash
 
$
569
   
$
389
 
Accounts receivable
   
     
543
 
Advances
   
     
215
 
Prepaid expenses
   
717
     
588
 
Property and equipment, net
   
327,248
     
353,460
 
Deposit
   
6,000
     
6,000
 
                 
TOTAL ASSETS
 
$
334,534
   
$
361,195
 
                 
Liabilities of discontinued operations
               
Accounts payable
 
$
2,073
   
$
3,502
 
Accrued interest
   
24,540
     
18,738
 
Notes payable-related parties
   
100,950
     
247,200
 
                 
TOTAL LIABILITIES
 
$
127,563
   
$
269,440
 

 
36

Skreem Studios’ loss from operations, reported in discontinued operations, for the twelve months ended December 31, 2008 and 2007 are $103,133 and $63,324, respectively. The loss from operations for Skreem Studios for the period of May 10, 2006 (inception) to December 31, 2008 is $166,547. Prior year financial statements have been restated to present the operations of Skreem Studios as a discontinued operation.
 
12. Interest Expense
  
Interest expense for the twelve months ended December 31, 2008, and the period from inception on March 10, 2006 through December 31, 2008 was $8,289 and $10,596, respectively. At December 31, 2008 the Company had accrued interest of $6,484. For the twelve month period ended and from inception through December 31, 2008, the Company paid interest of $2,043 and $4,111, respectively.
 
 
37

INSIGHT MANAGEMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited)
 
From Form 10-Q - For the quarterly period ended September 30, 2009
 
   
September 30, 2009
   
December 31, 2008
 
    ASSETS
           
             
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 331,712     $ 16,759  
Trade accounts receivable, net of allowance for doubtful accounts
    311,370       4,988  
Other current assets
    8,561        
Total current assets
    651,643       21,747  
                 
EQUIPMENT, net of accumulated depreciation
    535,875