-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FTq7I07/zMQNCzv2tEtqdgQ7+wByy92xCQElsTKcGg/5mQ3aNKHxNW+lmHOb4+B0 PRABS/0PT/oHrOiqo9MdYQ== 0001002014-09-000461.txt : 20090608 0001002014-09-000461.hdr.sgml : 20090608 20090608152900 ACCESSION NUMBER: 0001002014-09-000461 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090608 DATE AS OF CHANGE: 20090608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: InsightfulMind Learning Inc. CENTRAL INDEX KEY: 0001448900 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-155206 FILM NUMBER: 09879604 BUSINESS ADDRESS: STREET 1: 300-1055 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 2E9 BUSINESS PHONE: 604-609-6152 MAIL ADDRESS: STREET 1: 300-1055 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 2E9 FORMER COMPANY: FORMER CONFORMED NAME: Insightful Mind Learning Inc. DATE OF NAME CHANGE: 20081028 10-K 1 imli10k33109.htm INSIGHTFULMIND LEARNING, INC. FORM 10-K FOR THE YEAR ENDED MARCH 31, 2009. imli10k33109.htm
 
 

 

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

FORM 10-K

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2009

Commission file number 333-155206

INSIGHTFULMIND LEARNING, INC.
(Exact name of registrant as specified in its charter)

British Columbia, Canada
(State or other jurisdiction of incorporation or organization)

300-1055 West Hastings Street
Vancouver, British Columbia
Canada   V6E 2E9
(Address of principal executive offices, including zip code.)

604-609-6152
(Registrant's telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o   No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: Yes x   No o

Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day.   Yes x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

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

 
Large Accelerated Filer
o
  
Accelerated Filer
o
 
Non-accelerated Filer
o
  
Smaller Reporting Company
x
 
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x    No o

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 4, 2009: $174,065.
 
 

 

 
 
 

TABLE OF CONTENTS

 
Page
   
PART I
  
Item 1.
Description of Business.
3
Item 1A.
Risk Factors.
13
Item 1B.
Unresolved Staff Comments.
13
Item 2.
Properties.
13
Item 3.
Legal Proceedings.
13
Item 4.
Submission of Matters to a Vote of Security Holders.
13
     
PART II
  
Item 5.
Market Price for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.
13
Item 6.
Selected Financial Data.
14
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
15
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
20
Item 8.
Financial Statements and Supplementary Data.
20
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
45
Item 9A.
Controls and Procedures.
45
Item 9B.
Other Information.
47
     
PART III
  
Item 10.
Directors and Executive Officers, Promoters and Control Persons.
47
Item 11.
Executive Compensation.
50
Item 12.
Security Ownership of Certain Beneficial Owners and Management.
53
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
54
Item 14.
Principal Accounting Fees and Services.
55
   
PART IV
  
Item 15.
Exhibits and Financial Statement Schedules.
56




 





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PART I


General

We are a development stage company, founded to create an e-learning business that offers extracurricular courses over the Internet. Our focus to date has been on senior high-school level mathematics. We presently sell one web-based course, which we first offered for sale on May 7, 2008. The goal of the course is to help students improve their math score on the math section of the SAT®, through practice and by learning the most frequently used SAT® math techniques. MathNote is the brand under which we sell our course.  The course is self-paced and fully automated, involving no teachers or administration by us to offer it. The course is fully hosted, where students access the course through our corporate website, as opposed to downloading it, or accessing the course via diskette. Students register for the course by purchasing a one year, renewable subscription for $39.

Our History and Development

Our legal name and the name under which we carry on business is InsightfulMind Learning, Inc. We were incorporated federally in Canada pursuant to the provisions of the Canada Business Corporations Act of 1985, as amended, on December 3, 2001 under the name "The Lecturenet Learning Corporation". On August 13, 2002, our articles were amended to split or subdivide the shares of our common stock on the basis of one and one-half post-subdivision shares for every one share of common stock previously held. On August 26, 2002, our articles were further amended to change our name to "InsightfulMind Learning, Inc." On September 24, 2002, our articles were amended again to remove restrictions on the number of shareholders that we may have and to remove the prohibition from inviting the public to subscribe for our securities. Our corporate headquarters are located in Canada, at Suite 300 - 1055 West Hastings Street, Vancouver, British Columbia V6E 2E9. Our registered and records office is also in Canada at 1600 - 609 Granville Street, Vancouver, British Columbia V7Y 1C3.

We are extra provincially registered in the Province of British Columbia, Canada under the British Columbia Business Corporations Act pursuant to a Certificate of Registration dated January 24, 2002 issued by the Registrar of Companies for the Province of British Columbia.

We were originally founded to create a web-based e-learning business that offered a variety of extracurricular, educational courses over the Internet. Our original plan was to develop courses from different faculties. In May 2002, we entered into course authoring contracts with two different authors. One of the authors was to author a course describing the different strategies to use when analyzing and solving math problems, intended for those who would be writing high school math contests, as well as the SAT, or similar college entrance exams, and the other author was to author a course profiling extraordinary women, in the course of exploring the history and development of women’s rights, intended for girls between the ages of ten and twelve. In addition to these two subjects, at the time, we were contemplating the pursuit of two additional, but completely different, subjects.


 
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In early 2003, we changed our approach. We decided to focus exclusively on our math related subject, developing it in greater depth. Accordingly, we discontinued development of the course profiling extraordinary women. We terminated the course authoring contract with the author, with which the author agreed. In October, 2003, John Omielan, the author of the math course, delivered to us, in Word format, the first completed course, along with a set of resources to be used with the course. At that time, the Company and Mr. Omielan agreed to expand the scope of the original course authoring contract to include a second course, by adding content to the original course and then splitting it in two. In October, 2004, we received the second course, but decided, instead, to recombine the two courses into one core course, and to use this core course to underlie the development of the two courses we intended to market. The first course was to help senior-level high school students prepare for the Math League Math Contest and the second course was to help them prepare for the American Mathematics Competition 12 (the “AMC 12").

Despite using the same core course to underlie the development of the two courses, Mr. Omielan customized each course through the use of math techniques taught and sample problems used. The courses prepared students for the two math contests by examining past contests to determine what math techniques were needed, and how often they were used, to solve the problems in those contests. We then ranked these techniques in terms of prevalence and taught them, their applications and interrelationships, to the student. The two different math contests gave rise to two different math techniques profiles. Accordingly, despite some overlap in techniques due to the math being senior-level math, a different set of math techniques was covered in each course. In addition, Mr. Omielan used sample problems from the contest under study to illustrate the different math techniques. Therefore, where a math technique was covered in both courses, the sample problems used to illustrate it differed, depending on the contest under study.

The first course Mr. Omielan delivered was the Math League Math Contest course. Mr. Omielan delivered the course in pieces, with the final piece delivered in September, 2005. The course was drafted in Word. As we received the pieces, we modified the documents to include web-friendly code for hyperlinks, math typeset, and database applications. The formatted content was then transferred to web-based templates. To transfer content and subject it to different applications, we developed, and continue to add to, a web-based editing tool for this purpose. We completed the Math League course and released it for sale in October, 2005. Mr. Omielan delivered the first piece of the second course, the AMC 12 course, in November, 2005. Mr. Omielan delivered the final piece in January, 2006. As we received the pieces, we modified the documents to include web-friendly code for hyperlinks, math typeset, and database applications, and transferred the formatted content to the web-based templates. We completed the AMC 12 course and released it for sale in January, 2006. The two courses were different, focusing on different math technique mixes and using different sample problems to illustrate these techniques. However, the two courses shared a common set of resources. The two courses and resource supplements were fully automated, requiring no human interaction or involvement to offer them (i.e. no teachers or administration). Additionally, the two courses were fully hosted, where students accessed the courses via the Internet, as opposed to downloading them, or accessing them via diskette. The two courses did not sell. We discontinued these two courses on July 1, 2007, achieving lifetime sales of them of only $827.


 

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In December, 2006, we turned our focus onto the SAT®, with the intention of levering the core course and the resources we developed for the two math contest courses. We entered into a new course authoring agreement with Mr. Omielan, where Mr. Omielan agreed to author a course to help students prepare for the math aspect of the SAT®. By April, 2007, Mr. Omielan had completed the research component of developing the course, where Mr. Omielan examined the eight practice tests in the official SAT® study guide, plus the six official SAT® practice tests in the online course, to determine what math techniques were needed, and how often they were used, enabling Mr. Omielan to rank these techniques in terms of prevalence, and from this, to construct the course outline. By January, 2008, the course had been drafted in its entirety and had been modified to include Web-friendly code for hyperlinks, math typeset, and database applications. Additionally, all new math typeset (2,517 images) and diagrams (131 images) had been created. The course needed to be uploaded. At this point, we decided to place greater emphasis on the practice problem aspect and less emphasis on theory. We engaged Mr. Omielan to draft 21 new practice problems, with answer keys and explanations, for Lesson 1, which was also the demo lesson. MathNote SAT® was finished and uploaded, and finally launched on May 7, 2008.

Since inception Jefferson Thachuk has been responsible for the general design and development of the business, including business direction, and all editorial work. Mr. Thachuk is our chairman of the board, president, principal executive officer, principal financial officer, principal accounting officer, treasurer, and secretary, as well as our promoter and a control person. Mr. Thachuk devotes 5 to 20 hours per week towards the management of our business, depending on our needs. Since January 2002, Raven Kopelman has been responsible for overseeing all programming work and the technological development of our corporate website and web-based courses. Mr. Kopelman is a director and serves as our chief programmer. Mr. Kopelman devotes 1 to 2 hours per week towards the maintenance of our website, and up to 10 hours per week, for short periods of time, when required for development work. Since inception, we’ve had no other employees.

e-Learning Industry

e-Learning is the industry term for Internet- and Intranet- or web-enabled and technology developed and distributed education and training. The key components of e-Learning are content, technology and services.

e-Learning content ranges from basic Hyper Text Markup Language (“HTML”) pages and documents to fully interactive events and simulations. It includes customer specific content development and off the shelf courseware. There is currently a major drive to web-enable existing content from various formats such as Instructor led classes, paper based materials, CD ROM's, and existing intellectual assets.

e-Learning technologies have emerged to enable the creation, distribution, tracking and administration of training and learning content. e-Learning technologies also include collaborative tools. The core piece of e-Learning infrastructure is known as the Learning Management System (“LMS”). The LMS supports and delivers the e-Learning content and can incorporate assessment and competency frameworks. The LMS provides the ability to track, manage and report on learning activity and it can integrate with other enterprise systems such as Enterprise Resource Planning (“ERP”) and Human Resources applications.

 

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The Internet and Intranet allow many forms of communication and e-Learning facilitates multiple forms of collaboration between peers, instructors, mentors and experts. Collaboration can be self-paced using threaded discussion capabilities and email, or they can be real-time using the live web-based delivery of events and collaborative learning provided by leading suppliers of such technology.

e-Learning services are available to support and improve the effectiveness of e-Learning. Consulting services are used to understand learning requirements, to prepare e-Learning solutions and strategies and to ensure successful implementation. Content development services are available to convert legacy content for optimal delivery over the Internet or Intranets. Hosting services are provided to reduce the technological hurdles to e-Learning. Service providers can host technology and content on an Application Service Provider (“ASP”) model, removing any hardware or software requirements for the clients’ organization.

With an already strong foothold in the enterprise sector, e-learning is advancing in K-12 and higher education teaching environments, according to San Jose, CA-based market researchers Global Industry Analysts, which project the global e-learning market to surpass $52.6 billion by 2010.

The 2007 U.S. e-learning market was $17.5 billion according to “e-Learning: A Global Strategic Business Report”, a report published by Global Industry Analysts. While Europe and Japan lag on e-learning adoption compared to the United States (U.S. enterprise e-learning adoption accounts for 60 percent of the market, while Europe's accounts for 15 percent), overall usage of e-learning in Asia is expected to reach a compound annual growth rate of 25 percent to 30 percent through 2010, according to the firm. Worldwide that rate should hit between 15 percent and 30 percent, the report states.

The SAT®

The SAT® is a standardized paper-and-pencil test typically taken by high school junior and senior students that measures one’s ability to analyze and solve problems in math, critical reading, and writing. The test is used by colleges as part of their admissions process, because the test provides a single, standardized means of comparing students. The test is offered seven times a year in the U.S., Puerto Rico, and U.S. Territories, and six times a year overseas.

Each section of the SAT® is scored on a scale of 200 to 800. According to College Board, the administrators of the SAT®, the 2008 college-bound seniors’ average (mean) scores were: critical reading B 502; mathematics B 515, and writing B 494. In terms of mathematics, the SAT® includes topics from up through a third-year college preparatory course, such as exponential growth, absolute value, and functional notation. It also places emphasis on such topics as linear functions, manipulations with exponents, and properties of tangent lines. Important skills such as estimation and number sense are measured through multiple-choice and student response (grid-in) questions. Students may use a four-function, scientific, or graphing calculator, when taking the test.

According to College Board, nearly every college in America accepts the SAT® as a part of its admissions process, and that more than two million students take the SAT® every year. According to a College Confidential online discussion forum, jimbob1225, a Senior Member, advises fellow students to take the test at the earliest in January, no earlier.

 
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MathNote SAT®

MathNote is the brand under which the Company sells its web-based course. The goal of the course is to help students improve their math score on the math section of the SAT®, through practice and by learning the most frequently used SAT® math techniques. The course consists of 10 lessons, with each lesson comprised of two to five different math techniques, with each math technique described in detail and supported with examples and interactive practice problems. The course tracks performance, through practice score reporting. Included with the course is a set of online resources, comprised of a math technique directory, a math terms glossary and a math links resource. The course is self-paced. The course and resource supplements are fully automated, requiring no human interaction or involvement to offer them (i.e. no teachers or administration). The course is fully hosted, where students access the course through our corporate website, as opposed to downloading the course, or accessing the course via diskette. Students register for the course by purchasing a one year, renewable subscription for $39. Access to the course is password protected. We provide e-mail and telephone troubleshooting support to our users. We anticipate it takes a student approximately thirty hours to complete the course.

College Board, the administrator of the SAT®, offers books, real SAT® practice problems, and a web-based course to help students prepare for the test. We purchased their leading resource, College Board’s Official SAT® Study Guide, which contains eight practice tests, as well as subscribed to their online course, which contains six practice tests. We reviewed these fourteen tests, examining each of the math problems individually. In doing so, we noted the different math techniques needed to solve each problem, and we tracked them. We then ranked these techniques in terms of prevalence and made the most frequently used techniques the focus of our course. The content of our course and resource supplements is original work, and it belongs to us. The SAT® practice problems and examples we use were created by us. The course and resource supplements were originally drafted in Word, over 500 pages. The documents were then modified to include web-friendly code for hyperlinks, math typeset, and database applications. We then uploaded the formatted content to our course platform, which we use to deliver the course to users. The Company finalized development of MathNote SAT®, and first offered it for sale through its corporate website, on May 7, 2008. A free, demonstration lesson from the course is available on the Company’s website at www.insightfulmind.com.

Our Strategy

We differentiate ourselves from other SAT® prep services and products by focusing exclusively on the mathematics aspect of the SAT®, as opposed to covering all aspects of the SAT®, which would include critical reading and writing. Our goal is to position our brand MathNote as the leading resource for SAT® math prep. Our intention is to reinforce this position through the use of interactive practice problems. Our long term goal is to expand on our database of SAT® math questions with comprehensive answer keys, and to emphasize learning through practice. Our SAT® Question of the Day, which changes daily and is free, is central to our strategy.

Automation is also central to our strategy. Our goal is to develop web-based courses that are fully automated, requiring no human interaction or involvement to offer them (i.e. no teachers or administration).


 

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Marketing

To date, we have relied primarily on the use of email marketing to market our courses. In 2005, in preparation for the launch of our first web-based course, the Math League Math Contest prep course, we compiled a database of high schools that compete in the Math League Math Contest. We were able to piece together the complete list of participating schools, over 2,000 of them, from the official Math League website. The website posts schools’ scores, and with these postings the website identifies the participating schools by name. With these names, we searched the Internet for each school’s website, and then mined the email address and contact name of the school’s math department head or principal, where possible, and where not, a contact email address for the institution. We were able to compile a database of 1,447 math department heads and principals whose schools participate in the Math League Math Contest, in addition to a database of 377 email addresses for institutions that do not make public their staff’s contact information.

In July, 2005, we purchased an entry level Bento Box Daimio content management system to handle the content management and marketing aspect of our sales and corporate face (our corporate website). The Daimio system includes an email campaigner component, which enables the use of email templates, as well as link tracking and reporting. In conjunction with the release of our first course on October 20, 2005, the Math League Math Contest prep course, we sent personalized emails to the 1,447 math department heads and principals whose schools participate in the Math League Math Contest, as well as generic emails to the 377 institutions that do not make public their staff’s contact information. We recorded over 1,300 “views”, which includes clicking on the email or forwarding it. In terms of traffic, within one week, we experienced 1,000 visitors. Within the same week, from these visitors, we signed up 32 users for our free demo lesson. Within this week, we achieved no sales.

In preparation for the launch of our second course, the American Mathematics Competition 12 (the “AMC 12") prep course, we continued to build on our database of contacts. However, we were unable to find a definitive list of schools who participate in the AMC 12. Accordingly, we relied on directories of USA high schools, targeting those schools with enrollments of 1,000 students or more. In addition to the 1,447 math department heads and principals whose schools participate in the Math League Math Contest, as well as the 377 email addresses for institutions that do not make public their staff’s contact information, we were able to expand our database to a total of 6,250 math department heads and principals, in addition to 1,129 institutions that do not make public their staff’s contact information. We launched our second course on January 19, 2006, and accompanied the launch with a personalized email campaign targeting the 6,250 math department heads and principals, as well as the 1,129 institutions that do not make public their staff’s contact information. We recorded over 3,900 “views”. In terms of traffic, within one week, we experienced 2,600 visitors. Within the same week, from these visitors, we signed up 141 users for our free demo lesson. Within this week, we achieved sales of $59.

Subsequent to the initial launches of the first two courses, we used the email campaigner a few more times in an attempt to encourage further sales. Despite strong numbers, in terms of both “views” and visitors, we noticed a decline in the numbers, when compared to the first campaigns. Additionally, a strong tradeoff in sales wasn’t happening. Accordingly, we decided to suspend the use of the email campaigner, to preserve whatever capital remained in the database, to be used exclusively for the marketing of our third course, our SAT® math prep course. Our first two courses did not sell, generating only marginal revenues. We discontinued these two courses on July 1, 2007, achieving lifetime sales of them of only $827. We credit the campaigns for generating awareness, even though the majority of sales didn’t happen at the time of the campaigns, instead they trickled in over time.



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We finalized development of our SAT® math prep course on May 7, 2008, and launched MathNote SAT® with the release of three email campaigns, targeting the senior-level high school math department chairs and principals. In total, 8,074 emails were sent: 377 and 1,447 emails on May 7, 2008 and 6,250 emails on May 12, 2008. In total, we recorded 1,516 views. With the commencement of the 2008/2009 school year, we again released the three email campaigns on September 8, 2008. In total, we recorded 1,367 views. We sell MathNote SAT® for $39. With the launch of the MathNote SAT® course, we commenced two search marketing campaigns, surfacing as a sponsored link on Google and Yahoo, where the keywords “SAT practice” and “SAT math” are searched. We commenced the Google campaign on May 8, 2008, and the Yahoo campaign on June 12, 2008.

We use our corporate website, www.insightfulmind.com, to merchandise our course. As a demo, we offer the first lesson for free, which requires the user to sign-up. As part of our merchandising strategy, we emphasize the use of practice problems. Accordingly, on our homepage, in the most prominent location, we publish an SAT® Practice Question of the Day, which changes daily and is free.

Sales are made online, through our corporate website, and are processed automatically, through Moneris Solutions, an online credit card transaction processor. We offer our customers a 100% money-back guarantee. Additionally, we encourage customer feedback with the use of “feedback” links located on almost every page of our corporate website. In respect of customer service, we provide e-mail and telephone troubleshooting support to our users.  We also believe that the lack of financial security on the Internet is hindering economic activity thereon. To ensure the security of transactions occurring over the Internet, U.S. federal regulations require that any computer software used within the United States contain a 128-bit encoding encryption, while any computer software exported to a foreign country contain a 40-bit encoding encryption. There is uncertainty as to whether the 128-bit encoding encryption required by the U.S. is sufficient security for transactions occurring over the Internet. Accordingly, there is a danger that any financial (credit card) transaction via the Internet will not be a secure transaction. Accordingly, risks such as the loss of data or loss of service on the Internet from technical failure or criminal acts are now being considered in the system specifications and in the security precautions in the development of the website. There is no assurance that such security precautions will be successful.  To pay for orders, a consumer must use a credit card, which is authorized during the checkout process.  Charges are assessed against the card when the order is placed.  Our online store uses a security technology that works with the most common Internet browsers and makes it virtually impossible for unauthorized parties to read information sent by our consumers.

Over the course of the 2009/2010 school year, we intend to continue with our two search marketing campaigns. Additionally, we intend to develop an email script campaign, where we will follow up each demo lesson sign up with a timed email, generated automatically, asking the new user for feedback on the demo lesson. We also intend to commence a reciprocal link campaign with third parties, where we will offer to post a link to their website on our website in return for posting a link to our website on their website. We also intend to review the code and content of our website, and make the changes we deem necessary, for search engine optimization.

Competition

There are a large number of resources available to help students prepare for the SAT®. They consist of books and courses. The books, which are widely available in bookstores, are the traditional resource. There are three dominant publishers who publish these books: Barron’s, Kaplan’s and Princeton Review. Additionally, College Board, the administrators of the SAT®, publishes “The Official SAT®
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Study Guide”, which is the leading book for helping students prepare for the test. The remainder of the book market is characterized by single book authors. The books sell for $20 or less, and many are available for even less, as used versions through online book dealers, such as Amazon.com.

College Board also offers a self-paced online course over the Internet, calling it “The Official SAT® Online Course”, and sells it for $70. There are no instructors. The course is fully automated.

There are two types of SAT® prep courses: classroom and online. The classroom courses are largely offered by regional firms, although a few larger, nation-wide firms do exist, such as PowerScore, who sells a weekend course for $350 and a 40-hour “Full-Length” course for $595. PowerScore also offers a “Live Online” course comprised of 18 hours of live, interactive online instruction for $495. Kaplan, one of the dominant book publishers, offers classroom courses throughout the United States and Canada for $300, as well as a self-paced online course for $399. A Google search using the key words “SAT” and “online” resulted in the discovery of one-half dozen online SAT® prep courses. XLPrep.com offers a self-paced, online SAT® test prep course for a monthly subscription of $39. PrepMe.com offers a self-paced online course too, but with tutors and additional printed materials for $500, or for $300, but without the tutors and the additional printed materials. eNotes.com sells SAT® practice tests with answer keys online, with a full-length SAT® eBook, for $30 (valid for one year). All of the classroom and online courses cover the SAT® in its entirety, striving to help students improve their ability to analyze and solve problems in math, critical reading, and writing.

We face competition from competitors that are substantially larger than us and have significantly greater financial, technical and marketing resources, and established, extensive direct and indirect channels of distribution. As a result, they may be able to respond more quickly to new or emerging technologies and changes in client requirements, or to devote greater resources to the development, promotion and sale of their products than we can. In addition, current and potential competitors have established or may establish cooperative relationships among themselves or prospective clients. Accordingly, it is possible that new competitors or alliances among competitors may emerge and rapidly acquire significant market share to our detriment.

The market for online educational and training products and services is highly competitive and will likely intensify. There are no significant barriers to entry in the online education and training market.

Website Development

Website development relates to the development of our corporate website and our web-based course. For our corporate website, in 2005, we acquired and presently uses an entry level Bento Box Daimio content management system to handle the content management and marketing aspect of our sales and corporate face. The system handles page and profile content, and includes an email campaigner component, which enables the use of email templates, as well as link tracking and reporting. In addition, the system contains shopping cart software, with which we connect to Moneris Solutions, an online credit card transaction processor. Our corporate website serves as our delivery system, for the sale of course subscriptions and login access to our web-based course.

Integral to the delivery of our course is a course platform, software we developed in-house. We don’t market this software. The course platform organizes course content and subjects it to different applications. Additionally, the platform works as an editing tool, and is designed to allow for content updates system-wide. The platform also tracks users and their accounts. The platform is designed to allow for the addition of new features. The platform is not course specific. We used the same platform for the two courses we sold in the past, and we are using it again for the course we presently sell. The platform is
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not subject specific. Presently, we use it for math, but we could use it for other subjects, such as history or geography, without any changes. Effectively, the platform delivers content to the user. The platform is comprised of integrated web and database applications, and includes customized HTML web page templates and the supporting code to automatically create HTML pages. To develop the platform, we used cross-platform technologies such as HTML, CSS, JavaScript, PHP, and MySQL. These applications are widely used with good community support.

We commenced development of the course platform, on a part-time basis, in 2002 and finished, with the exception of minor tweaks and the addition of new features, in 2005. BlueHost, a website hosting provider, hosts both our corporate website and course platform.

One feature of the course platform is an interactive, math practice component. The feature is comprised of a database of multiple choice questions with corresponding answer keys with supporting explanations. The feature was originally developed to drive an interactive, quiz component to the different lessons taught through a course. Our current course uses this feature in this capacity; however, our strategy for the future is to place greater emphasis on this math practice component and less emphasis on the substantive math we teach in each lesson. Accordingly, our website development strategy is to expand on our database of interactive SAT® practice problems, and to further develop our web-based, SAT® math practice platform, making it more central to our course and the MathNote brand.

Regulatory

The use of the Internet to provide online tutoring products and services is relatively new. Although the provisioning of such services is currently permitted or unregulated within some countries, several other governments have adopted laws and/or regulations that could restrict or prohibit the provisioning of our course over the Internet or private networks. More aggressive domestic or international regulation of the Internet, in general, and tutoring providers, products and services, specifically, may materially and adversely affect our business, financial condition, operating results and future prospects, particularly if increased numbers of governments impose regulations restricting the use and sale of our course.

Intellectual Property and Proprietary Rights

On January 8, 2008, we obtained the registered trademark “MathNote” from the United States Patent and Trademark Office.

We currently rely primarily on a combination of trade secrets, copyrights, and our registered trademark to protect our intellectual property. Additionally, we’ve adopted security measures to protect our source code. These include monthly backups (weekly when website development is underway), which include audits of the integrity of website source code by way of comparison against known, clean copies. Additionally, as part of the backups, source code is kept in a version control repository. With each backup, three copies are kept: one copy on computer and two burnt onto two separate CD’s, one held by our chief programmer, the other by our principal executive officer. Additional security measures include restricted access (password protection) to content and source based on user role. There can be no assurance that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop technologies that are similar or superior to our technology, duplicate our technology or design around our copyrights and trademark. Our failure to protect our proprietary information could cause our business and operating results to suffer.

-11-

 
 
 

The content of our MathNote SAT® course and resource supplements is original work, and it belongs to us. The SAT® sample problems we use were created by us. We use disclaimers on every webpage where we mention the word “SAT”. The disclaimers are located in the footer of the page, and read as follows:

“SAT® is a registered trademark of the College Entrance Examination Board, which neither sponsors nor endorses MathNote or this website.”

Our success depends, in part, on our ability to operate without infringing the proprietary rights of the College Entrance Examination Board and other third parties. If we infringe these rights, we could be liable for damages, and these damages could be substantial. Litigating these matters could be costly, resulting in substantial costs and diversion of resources, and could have a material adverse effect on the Company's business, operating results or financial condition.

Employees

As of the date of this annual report, we have two employees. One is our chief principal officer and the other is our chief programmer. Both employees are also directors. Our chief principal officer devotes 5 to 20 hours per week towards the management of our business, depending on our needs. Our chief programmer devotes 1 to 2 hours per week towards the maintenance of our website, and up to 10 hours per week, for short periods of time, when required for development work. Both employees serve “at will”, which means that they are neither covered by employment agreements nor by collective bargaining agreements. We believe that our relations with our two employees are good.

Course Author

Since our inception, we’ve relied on the service of one independent contractor, John Omielan, to author and draft the math content we teach through our present course and taught through our two earlier courses. Mr. Omielan is a former math contest champion. In 1982, he placed second in the Descartes Math Contest in Canada, written by over 3,700 students, and placed first in Canada, 14th overall, in the American High School Mathematics Examination, at the time written by over 400,000 students in Canada, the United States and five other countries. Two years earlier, as an underage participant, Mr. Omielan wrote the Euclid Contest in Canada, intended for students in grade 12, and placed 9th overall, in a field of over 10,000 students. Over the past six years, between May 10, 2002 and the present, we paid Mr. Omielan $43,200 Canadian dollars for the math content he authored, and we owe him a further $825 Canadian dollars against an unpaid invoice dated March 15, 2008. Additionally, on May 10, 2002, as partial consideration for authoring our first math course, we granted Mr. Omielan the option to purchase up to 25,000 shares of our common stock at $0.25 Canadian dollars per share. On November 3, 2008, Mr. Omielan and the Company agreed to convert the exercise price of the options into U.S. dollars from Canadian dollars, resulting in a new exercise price of $0.21 U.S. dollars per share. This option, which is fully vested, expires on or before May 9, 2012, and is not subject to any other conditions. As of the date of this annual report, none of the option has been exercised. Of the $43,200 Canadian dollars we paid Mr. Omielan, we paid $10,795 Canadian dollars in cash and settled $32,405 Canadian dollars by way of shares for debt settlements. Over the period of the relationship, we entered into six separate shares for debt settlements with Mr. Omielan. In total, we issued 268,494 shares to Mr. Omielan, at a weighted average price of $0.121 Canadian dollars per share.



-12-

 
 
 

Offices

Our executive offices are located at Suite 300 - 1055 West Hastings Street, Vancouver, British Columbia, Canada V6E 2E9.  There is no lease. We pay roughly $125 Canadian dollars per month for the services of a shared receptionist, where we keep a phone and receive mail. In addition, we are entitled to 8 hours per month of boardroom use during business hours. Otherwise, we maintain no office. Our two employees work from their homes, using their own computers and the networking capability of the Internet to coordinate work and website development. Additionally, we out-source our connectivity needs, with a website hosting arrangement, and therefore no longer maintain a server of our own. We pay roughly $140 Canadian dollars per year for this service.

ITEM 1A.     RISK FACTORS

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

ITEM 1B.
UNRESOLVED STAFF COMMENTS

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

ITEM 2.
PROPERTIES

None.

ITEM 3.
LEGAL PROCEEDINGS

We are not presently a party to any litigation.

ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter, there were no matters submitted to a vote of our shareholders.


PART II

ITEM 5.
MARKET FOR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our stock was listed for trading on the Bulletin Board operated by the Financial Industry Regulatory Authority (FINRA) on May 6, 2009 under the symbol “IMNDF.”  There are 650,000 stock options outstanding that entitle the holders to purchase 650,000 shares of our common stock.

Fiscal Year
    
2009
High Bid
Low Bid
 
Fourth Quarter: 1/1/09 to 3/31/09
$0
$0
 
Third Quarter: 10/1/08 to 12/31/08
$0
$0
 
Second Quarter: 7/1/08 to 9/30/08
$0
$0
 
First Quarter: 4/1/08 to 6/30/08
$0
$0
-13-

 
 
 

     
Fiscal Year
    
2008
High Bid
Low Bid
 
Fourth Quarter: 1/1/08 to 3/31/08
$0
$0
 
Third Quarter: 10/1/07 to 12/31/07
$0
$0
 
Second Quarter: 7/1/07 to 9/30/07
$0
$0
 
First Quarter: 4/1/07 to 6/30/07
$0
$0

Holders

On June 4, 2009, we had 42 shareholders of record of our common stock.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as  id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities Authorized for Issuance Under Equity Compensation Plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.


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





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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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

Plan of Operation

Estimates and Assumptions

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

Trends Affecting Our Business

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

Plan of Operation For The Next Twelve Months

Unless we raise additional capital through the sale of common stock in private placements, we do not plan to spend any funds on the research and development of our product. Instead, we intend to work with what we have, and focus our efforts on marketing activities in order to increase revenues.  Unless we raise additional capital through the sale of common stock in private placements, we allocate only $10,000 for marketing. In this scenario, our officers intend to focus their efforts on developing a reciprocal link campaign and an automated email script campaign for following-up demo sign-ups. We also intend to review the code and content of our website, and make the changes we deem necessary, for search engine optimization. Additionally, we intend to continue with our two search marketing campaigns.

Results of Operations

Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008

1.
Revenue and Operating Expenses

We achieved revenue of $675 for the year ended March 31, 2009 compared to $137 for the year ended March 31, 2008. The $675 in revenue was attributable to sales of our current course, MathNote SAT®, which we launched on May 7, 2008. The $137 in revenue was attributable to sales of our two original courses, MathNote Math League and MathNote AMC 12, prior to us discontinuing them on July 1, 2007, due to lack of demand.


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Office and miscellaneous increased by $2,579 or 142% from $1,810 for the year ended March 31, 2008 to $4,389 for the year ended March 31, 2009. The increase was mainly due to the director fees of $1,419 incurred during the current year and the increase in the expenses relating to shareholder information on mailing and printing and transfer agency fees.

Interest on shareholder loan increased by $1,102 or 98% from $1,126 for the year ended March 31, 2008 to $2,228 for the year ended March 31, 2009. The reason for the increase was the result of further loans made to the Company by a shareholder, a director of the Company, over the course of the year, and the corresponding interest imputed thereon.

Professional fees increased by $40,996 or 172% from $23,865 for the year ended March 31, 2008 to $64,861 for the year ended March 31, 2009. The reason for the increase was the legal and accounting costs we incurred in relation to the preparation, review and filing of our Form S-1, the amendment related thereto, and the preparation, review and filing of our Form 10-Q.

Stock based compensation increased by $46,393 or 528% from $8,787 for the year ended March 31, 2008 to $55,180 for the year ended March 31, 2009. The reason for the increase was that on November 3, 2008, the board of directors resolved that the exercise price of the Company's 650,000 outstanding stock options be converted from Canadian dollars per share into U.S. dollars per share, using the Bank of Canada nominal noon exchange rate for November 3, 2008 of 0.8421. The accounting treatment was one where the transaction was regarded as a cancellation of the stock options originally granted and then the grant on the same day of the same number of stock options with the same terms except for the exercise prices now denominated in U.S. dollars. Because the stock options were fully vested, it resulted in the stock based compensation charge of $55,180.

Advertising and promotion expense increased by $4,378 or 1,787% from $245 for the year ended March 31, 2008 to $4,623 for the year ended March 31, 2009. The reason for the increase was, with the launch of our MathNote SAT® course on May 7, 2008, we commenced and continue with two search marketing campaigns, one with Google, which we commenced on May 8, 2008, and the other with Yahoo, which we commenced on June 12, 2008. For the year ended March 31, 2008, our advertising and promotional expense was considerably less, as we discontinued the sale of our two original courses, MathNote Math League and MathNote AMC 12, on July 1, 2007, due to lack of demand. Additionally, with our two original courses, we undertook only one search marketing campaign, with Google, and the click-through response was roughly one-tenth of that of the two MathNote SAT® campaigns.

For the year ended March 31, 2008, the reason for the $14,145 write down in website development costs, as compared to no write down for the year ended March 31, 2009, was that as we discontinued the sale of our two original courses, MathNote Math League and MathNote AMC 12, during the year ended March 31, 2008, we wrote off the related remaining unamortized costs of $14,145 at year end.

2.
Assets and Liabilities

Cash and cash equivalents were $6,883 at March 31, 2009 as compared to bank indebtedness of $26 at March 31, 2008. The reason for the increase was the result of further loans made to the Company by a shareholder (see below).

Prepaid expenses decreased by $5,887 or 78% from $7,593 at March 31, 2008 to $1,706 at March 31, 2009. During the period, the Company’s Canadian counsel returned a retainer in the amount of $4,083, as the Company’s United States counsel performed the work.
-16-

 
 
 

Website development costs decreased by $7,138 or 66% from $10,881 at March 31, 2008 to $3,743 at March 31, 2009. The reason for the decrease was the amortization claimed during the period. 
 
    Loan from a shareholder increased by $58,123 or 205% from $28,371 at March 31, 2008 to $86,494 at March 31, 2009. The reason for the increase was the result of further loans made to the Company by the shareholder, a director of the Company, over the course of the period, for working capital.

Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007

1.
Revenue and Operating Expenses

Revenue decreased by $176 or 56% from $313 for the year ended March 31, 2007 to $137 for the year ended March 31, 2008. The $137 in revenue was attributable to sales of our two original courses, MathNote Math League and MathNote AMC 12, prior to us discontinuing them on July 1, 2007, due to lack of demand. The discontinuation of the two courses resulted in the 56% decrease in revenue.
 
    Consulting fee increased by $1,328 or 590% from $225 for the year ended March 31, 2007 to $1,553 for the year ended March 31, 2008. The reason for the increase was the result of course authoring work done on the development of our current course, MathNote SAT®.

Interest on shareholder loan increased by $187 or 20% from $939 for the year ended March 31, 2007 to $1,126 for the year ended March 31, 2008. The reason for the increase was the result of further loans made to the Company by a shareholder, a director of the Company, over the course of the year, and the corresponding interest imputed thereon.

Professional fees increased by $19,998 or 517% from $3,867 for the year ended March 31, 2007 to $23,865 for the year ended March 31, 2008. The reason for the increase was the accounting costs we incurred in relation to the preparation of our financial statements, from inception, in conformity with generally accepted accounting principles in United States of America, and the conversion of the figures therein into United States dollars from Canadian dollars.

Advertising and promotion expense decreased by $681 or 74% from $926 for the year ended March 31, 2007 to $245 for the year ended March 31, 2008. The reason for the decrease was the cancellation, during the year, of our Google search marketing campaign, as a result of us discontinuing our two original courses, MathNote Math League and MathNote AMC 12, on July 1, 2007, due to lack of demand.

For the year ended March 31, 2008, the reason for the $14,145 write down in website development costs, as compared to no write down for the year ended March 31, 2007, was that as we discontinued the sale of our two original courses, MathNote Math League and MathNote AMC 12, during the year ended March 31, 2008, we wrote off the related remaining unamortized costs of $14,145 at year end.

2.
Assets and Liabilities

As at March 31, 2008, the Company had bank indebtedness of $26 as compared to cash and cash equivalents of $29,450 at March 31, 2007. The reason for the decrease was largely the result of covering the costs we incurred in relation to the preparation of our financial statements, from inception, in conformity with generally accepted accounting principles in United States of America, and the conversion of the figures therein into United States dollars from Canadian dollars.


-17-

 
 
 

Website development costs decreased by $11,237 or 51% from $22,118 at March 31, 2007 to $10,881 at March 31, 2008. The reason for the decrease was that as we discontinued the sale of our two original courses, MathNote Math League and MathNote AMC 12, during the year ended March 31, 2008, we wrote off the related remaining unamortized costs of $14,145 at year end.

Loan from a shareholder increased by $3,271 or 13% from $25,100 at March 31, 2007 to $28,371 at March 31, 2008. The reason for the increase was the result of further loans made to the Company by a shareholder, a director of the Company, over the course of the period, for working capital.

Limited Operating History; Need for Additional Capital

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

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

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

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

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

Liquidity and Capital Resources

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

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



-18-

 
 
 

As a consequence of shareholder loans, we are currently indebted to our principal executive officer, who serves also as a director, in the amount of $86,494 through March 31, 2009. Additionally, on April 28, 2009, our principal executive officer lent the Company a further $10,000 Canadian dollars. Our principal executive officer has verbally agreed to not seek repayment until such time as we are generating sufficient revenues to allow for the repayment of the debt without putting an undue burden on our retained earnings, or until such time as we have raised sufficient capital to eliminate our working capital deficiency. Additionally, our principal executive earns a salary of $3,000 Canadian dollars per month, but forgives this salary when due, and has done so for the past three years. Our principal executive officer has verbally agreed to not seek payment of his salary until such time as we are generating sufficient revenues to allow for the payment of the salary without putting an undue burden on our retained earnings, or until such time as we have raised sufficient capital to fund our business plans.

As of March 31, 2009, our total current assets were $11,700 and our total current liabilities were $96,879 resulting in a working capital deficit of $85,179.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Critical Accounting Policies

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

Revenue recognition

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

Impairment of long lived assets

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



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Income taxes

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


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

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


INSIGHTFULMIND LEARNING, INC.

Table of Contents

 
Index
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F-1
 
FINANCIAL STATEMENTS
 
 Balance Sheets
F-2
 
 Statements of Operations and Comprehensive Loss
F-3
 
 Statements of Stockholders’ Equity (Deficiency)
F-4
 
 Statements of Cash Flows
F-5
 
NOTES TO FINANCIAL STATEMENTS
F-6














-20-

 
 
 


Chang Lee LLP
Chartered Accountants
505 – 815 Hornby Street
Vancouver, B.C, V6Z 2E6
Tel:  604-687-3776
Fax: 604-688-3373
E-mail: info@changleellp.com


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of

INSIGHTFULMIND LEARNING, INC.
(A development stage company)

We have audited the balance sheets of Insightfulmind Learning, Inc.  (“the Company”) (a development stage company) as at March 31, 2009 and 2008 and the related statements of stockholders’ equity, operations and cash flows for the years then ended and for the period cumulative from inception December 3, 2001 (inception) to March 31, 2009. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these 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 an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  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 the Company as at March 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended and for the period cumulative from inception on December 3, 2001 to March 31, 2009 in conformity with generally accepted accounting principles 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 2 to the financial statements, the Company has losses from operations since its inception and has a working capital deficiency.  These factors raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada
  
CHANG LEE LLP
May 27, 2009
  
Chartered Accountants





F-1

-21-

 
 
 
INSIGHTFULMIND LEARING, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
(Expressed in US Dollars)
           
     
March 31,
     
2009
  
2008
           
ASSETS
        
CURRENT
        
 
Cash and cash equivalents
$
6,883
$
    -
 
Goods and services tax receivable
  
3,111
  
   5,619
 
Prepaid expenses
  
1,706
  
   7,593
           
TOTAL CURRENT ASSETS
  
   11,700
  
 13,212
           
EQUIPMENT (Note 4)
  
   322
  
 516
           
WEBSITE DEVELOPMENT COSTS (Note 5)
  
3,743
  
 10,881
           
INTANGIBLE ASSET (Note 6)
  
   256
  
 352
           
TOTAL ASSETS
$
   16,021
$
 24,961
           
           
LIABILITIES
        
CURRENT
        
 
Bank indebtedness
$
 -
$
   26
 
Accounts payable and accrued liabilities
  
   10,385
  
   4,131
 
Loan from a shareholder (Note 7)
  
   86,494
  
 28,371
           
TOTAL CURRENT LIABILITIES
  
   96,879
  
 32,528
           
STOCKHOLDERS' DEFICIENCY
        
SHARE CAPITAL  (Note 8)
        
 
Authorized:
        
 
Unlimited voting common shares without par value
        
 
Issued and outstanding:
        
 
6,771,293 common shares
  
 681,999
  
    681,999
           
ADDITIONAL PAID IN CAPITAL
  
 254,080
  
    164,740
           
ACCUMULATED OTHER COMPREHENSIVE LOSS
  
2,706
  
  (7,526)
           
DEFICIT, accumulated during the development stage
  
  (1,019,643)
  
   (846,780)
           
TOTAL STOCKHOLDERS' (DEFICIENCY)
  
  (80,858)
  
  (7,567)
           
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)
$
   16,021
$
 24,961
           
CONTINGENT LIABILITIES (Note 11)
        
SUBSEQUENT EVENTS (Note 13)
        
           
(See accompanying notes to the financial statements)
F-2


-22-

 
 
 
 
INSIGHTFULMIND LEARING, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. Dollars)
 
               
             
 Cumulative from
             
 inception
     
 Years ended March 31,
  
 (December 3, 2001) to
     
2009
  
2008
  
March 31, 2009
               
REVENUE
$
   675
$
   137
$
   1,502
               
EXPENSES
            
 
Amortization
  
5,823
  
6,910
  
 34,521
 
Consulting fee
  
   -
  
1,553
  
 20,928
 
Interest on shareholder loan
  
2,228
  
1,126
  
   4,982
 
Interest and bank charges
  
1,932
  
1,824
  
   8,123
 
Office and miscellaneous
  
4,389
  
1,810
  
 16,734
 
Professional fees
  
   64,861
  
   23,865
  
    123,759
 
Repairs and maintenance
  
   -
  
  -
  
 869
 
Salaries and wages
  
   33,292
  
   36,179
  
    314,037
 
Stock based compensation
  
   55,180
  
8,787
  
    466,165
 
Telephone and utilities
  
1,224
  
   125
  
   9,488
 
Advertising and promotion
  
4,623
  
   245
  
   7,408
 
Write down in website development costs
  
 -
  
   14,145
  
 14,145
               
     
 173,552
  
   96,569
  
 1,021,159
               
OTHER INCOME
            
 
Interest income
  
14
  
  -
  
   14
               
NET LOSS FOR THE PERIOD
  
    (172,863)
  
 (96,432)
  
    (1,019,643)
               
CURRENCY TRANSLATION ADJUSTMENT
  
   10,232
  
4,447
  
   2,706
               
COMPREHENSIVE LOSS FOR THE PERIOD
$
    (162,631)
$
 (91,985)
$
    (1,016,937)
               
Basic and diluted loss per share
$
   (0.026)
$
   (0.014)
    
               
Weighted average number of common shares
            
outstanding - basic and diluted
  
   6,771,293
  
   6,768,847
    
               
(See accompanying notes to the financial statements)
F-3






-23-

 
 
 

 (A Development Stage Company)
 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 December 3, 2001 (inception) to March 31, 2009
 (Expressed in U.S. Dollars)
 
               
         
DEFICIT
ACCUMULATED
  
         
ACCUMULATED
OTHER
TOTAL
       
ADDITIONAL
DURING
COMPREHENSIVE
STOCKHOLDERS'
   
COMMON STOCK
PAID-IN
DEVELOPMENT
INCOME
EQUITY
   
SHARES
AMOUNT
CAPITAL
STAGE
(LOSS)
(DEFICIENCY)
               
 Stock issued for service at $0.105 per share
            
on December 5, 2001
37,500
  3,931
 -
 -
    -
3,931
 Stock issued for cash at $0.0004 per share
            
 on December 5, 2001, revalued at $0.105 per share
3,375,000
   353,767
 -
 -
    -
 353,767
 Stock issued for cash at $0.105 per share
            
  on December 5, 2001
   150,000
15,722
 -
 -
    -
   15,722
 Stock-based compensation on 75,000 options granted
-
-
   6,026
 -
    -
6,026
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
-
 -
 -
  (9)
 (9)
 
 (Loss) for the period
-
-
 -
   (376,277)
    -
(376,277)
 Balance, March 31, 2002
3,562,500
   373,420
   6,026
   (376,277)
  (9)
3,160
               
 Stock issued for cash at $0.110 per share
            
 on April 5, 2002
   117,647
12,916
 -
 -
    -
   12,916
 Stock issued for cash at $0.145 per share
            
  on June 18, 2002
44,445
  6,458
 -
 -
    -
6,458
 Exercise of warrants at $0.110 per share
            
  on August 15, 2002
   117,647
12,916
 -
 -
    -
   12,916
 Stock issued for cash at $0.145 per share
            
  on December 16, 2002
22,222
  3,229
 -
 -
    -
3,229
  on January 10, 2003
22,223
  3,229
 -
 -
    -
3,229
  on January 21, 2003
44,445
  6,458
 -
 -
    -
6,458
  on March 7, 2003
   102,845
14,944
 -
 -
    -
   14,944
  on March 13, 2003
13,822
  2,008
 -
 -
    -
2,008
 Stock issued for debt at $0.145 per share
            
  on January 15, 2003
11,111
  1,615
 -
 -
    -
1,615
 Imputed interest from shareholder loan
-
-
 340
 -
    -
   340
 Stock-based compensation on 25,000 options granted
-
-
   1,957
 -
    -
1,957
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
-
 -
 -
197
   197
 
 (Loss) for the year
-
-
 -
(67,360)
    -
  (67,360)
 Balance, March 31, 2003
4,058,907
   437,194
   8,323
   (443,637)
188
2,068
               
 Stock issued for cash at $0.167 per share
            
  on April 2, 2003
44,445
  7,403
 -
 -
    -
7,403
  on May 13, 2003
22,223
  3,702
 -
 -
    -
3,702
  on May 21, 2003
22,223
  3,702
 -
 -
    -
3,702
  on June 23, 2003
66,667
11,105
 -
 -
    -
   11,105
  on August 1, 2003
22,222
  3,702
 -
 -
    -
3,702
  on August 6, 2003
22,223
  3,702
 -
 -
    -
3,702
  on October 24, 2003
25,000
  4,164
 -
 -
    -
4,164
  on November 18, 2003
25,000
  4,164
 -
 -
    -
4,164
 Stock issued for debt at $0.167 per share
            
  on April 15, 2003
11,111
  1,851
 -
 -
    -
1,851
  on July 15, 2003
11,111
  1,851
 -
 -
    -
1,851
  on October 15, 2003
11,111
  1,851
 -
 -
    -
1,851
 (See accompanying notes to the financial statements)
F-4






-24-

 
 
 
 
             
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
-
 -
 -
   (265)
  (265)
 
 (Loss) for the year
-
-
 -
(63,056)
    -
  (63,056)
 Balance, March 31, 2004
4,342,243
   484,390
   8,323
   (506,693)
(77)
  (14,057)
               
 Stock issued for cash at $0.078 per share
            
  on June 15, 2004
   600,000
47,054
 -
 -
    -
   47,054
  on June 30, 2004
   200,000
15,685
 -
 -
    -
   15,685
  on December 17, 2004
   755,000
59,210
 -
 -
    -
   59,210
 Forgiveness of debt by a director and shareholder
-
-
   3,921
 -
    -
3,921
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
-
 -
 -
   (12,847)
  (12,847)
 
 (Loss) for the year
-
-
 -
(65,452)
    -
  (65,452)
 Balance, March 31, 2005
5,897,243
   606,339
 12,244
   (572,145)
   (12,924)
   33,514
               
 Exercise of warrants at $0.084 per share
            
  on July 28, 2005
   100,000
  8,385
 -
 -
    -
8,385
  on September 14, 2005
50,000
  4,193
 -
 -
    -
4,193
 Stock issued for debt at $0.084 per share
            
  on March 15, 2006
   197,800
16,586
 -
 -
    -
   16,586
 Forgiveness of debt by a director and shareholder
-
-
 34,798
 -
    -
   34,798
 Imputed interest from shareholder loan
-
-
 350
 -
    -
   350
 Stock-based compensation on 450,000 options granted
-
-
 31,972
 -
    -
   31,972
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
-
 -
 -
  1,059
1,059
 
 (Loss) for the year
-
-
 -
   (112,773)
    -
(112,773)
 Balance, March 31, 2006
6,245,043
   635,503
 79,364
   (684,918)
   (11,865)
   18,083
               
 Stock issued for cash at $0.088 per share
            
  on November 24, 2006
   300,000
26,369
 -
 -
    -
   26,369
  on December 7, 2006
   200,000
17,579
 -
 -
    -
   17,579
 Forgiveness of debt by a director and shareholder
-
-
 31,643
 -
    -
   31,643
 Imputed interest from shareholder loan
-
-
 939
 -
    -
   939
 Stock-based compensation on 100,000 options granted
-
-
   7,932
 -
    -
7,932
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
-
 -
 -
   (108)
  (108)
 
 (Loss) for the year
-
-
 -
(65,430)
    -
  (65,430)
 Balance, March 31, 2007
6,745,043
   679,451
    119,877
   (750,348)
   (11,973)
   37,006
               
 Stock issued for debt at $0.097 per share
            
  on May 4, 2007
26,250
  2,548
 -
 -
    -
2,548
 Forgiveness of debt by a director and shareholder
-
-
 34,950
 -
    -
   34,950
 Imputed interest from shareholder loan
-
-
   1,126
 -
    -
1,126
 Stock-based compensation on 100,000 options granted
-
-
   8,787
 -
    -
8,787
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
-
 -
 -
  4,447
4,447
 
 (Loss) for the year
-
-
 -
(96,432)
    -
  (96,432)
 Balance, March 31, 2008
6,771,293
   681,999
    164,740
   (846,780)
(7,526)
    (7,567)
               
 Forgiveness of debt by a director and shareholder
-
-
 31,932
 -
    -
   31,932
 Imputed interest from shareholder loan
-
-
   2,228
 -
    -
2,228
 Stock-based compensation
-
-
 55,180
 -
    -
   55,180
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
-
 -
 -
10,232
   10,232
 
 (Loss) for the year
-
-
-
   (172,863)
    -
(172,863)
 Balance, March 31, 2009
6,771,293
   681,999
    254,080
(1,019,643)
  2,706
  (80,858)
               
 (See accompanying notes to the financial statements)
F-5






-25-

 
INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
 
               
Cumulative from
               
inception
       
Years ended March 31,
  
(December 3, 2001) to
       
2009
  
2008
  
March 31, 2009
                 
OPERATING ACTIVITIES
            
 
Net (loss) for the period
$
 (172,863)
$
  (96,432)
$
  (1,019,643)
 
Adjustments to reconcile net loss to net cash
            
   
used in operating activities:
            
   
Amortization
  
  5,823
  
 6,910
  
   34,521
   
Foreign exchange gain/loss
  
  27
  
    13,499
  
  (23,696)
   
Forgiveness of debt
  
31,932
  
    34,950
  
 137,244
   
Imputed interests
  
  2,228
  
 1,126
  
4,982
   
Share issued for services / debts
  
-
  
 2,548
  
   26,301
   
Stock based compensation
  
55,180
  
 8,787
  
 466,165
   
Write down of website development costs
  
-
  
    14,145
  
   14,145
 
Changes in non-cash working capital:
            
   
Goods and service tax receivable
  
  1,617
  
    (1,512)
  
    (2,501)
   
Prepaid expenses
  
  4,977
  
 1,753
  
   12,354
   
Accounts payables and accrued liabilities
  
  7,863
  
 1,901
  
9,377
                 
NET CASH USED IN OPERATING ACTIVITIES
  
   (63,216)
  
  (12,325)
  
(340,751)
                 
INVESTING ACTIVITIES
            
 
Equipment
  
-
  
   -
  
    (1,871)
 
Website development costs
  
-
  
    (6,869)
  
  (44,393)
 
Intangible asset
  
-
  
  (369)
  
  (369)
                 
NET CASH USED IN INVESTING ACTIVITIES
  
-
  
    (7,238)
  
  (46,633)
                 
FINANCING ACTIVITIES
            
 
Issuance of common shares
  
-
  
   -
  
 299,431
 
Loan from a shareholder
  
70,960
  
   -
  
   95,398
                 
NET CASH FROM FINANCING ACTIVITIES
  
70,960
  
   -
  
 394,829
                 
EFFECT OF EXCHANGE RATE ON CASH
  
   (835)
  
    (9,913)
  
  (562)
                 
NET INCREASE (DECREASE) IN CASH
  
  6,909
  
  (29,476)
  
6,883
                 
CASH AND CASH EQUIVALENTS
            
    (BANK INDEBTEDNESS) - Beginning of Period
  
(26)
  
    29,450
  
   -
CASH AND CASH EQUIVALENTS
            
    (BANK INDEBTEDNESS) - End of Period
$
  6,883
$
    (26)
$
6,883
                 
 (See accompanying notes to the financial statements)
F-6




-26-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


1. Nature of Operations

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

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


Note 2 - Basis of Presentation - Going Concern Uncertainties

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

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

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

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

   
2009
  
2008
         
Working capital (deficiency)
$
 (85,179)
$
 (19,316)
Deficit
  
 1,019,643
  
 846,780




F-7

-27-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 3 – Summary of Significant Accounting Policies

(a) Basis of Accounting

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

(b) Use of estimates

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

(c) Foreign currency translation and transactions

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

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

(d) Cash and cash equivalents

Cash and cash equivalents are highly liquid investments, such as cash on hand and term deposits with major financial institutions, having a term to maturity of three months or less at the date of acquisition that are readily convertible to known amounts of cash. As at March 31, 2009 and 2008, there were no cash equivalents.










F-8

-28-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 3 – Summary of Significant Accounting Policies - Continued

(e) Equipment

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

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

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

(f) Concentration of credit risk

The Company places its cash and cash equivalents with high credit quality financial institutions. At March 31, 2009, the Company had $nil (2008 - $nil) in a bank beyond insured limits.

(g) Website development costs

Website development costs are for the development of the Company's corporate website and web-based courses. These costs have been capitalized when acquired or developed, and installed, and are being amortized over their estimated useful life of three years on a straight line basis. The Company accounts for these costs in accordance with EITF 00-2, Accounting for Website Development Costs, which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Amortization expense totals to $5,681 (2008: $6,755) for the year ended March 31, 2009.

(h) Intangible asset

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










F-9

-29-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 3 – Summary of Significant Accounting Policies - Continued

(i) Impairment of long lived assets

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

(j) Asset retirement obligation

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

(k) Advertising expenses

Advertising costs are expensed as incurred. Advertising expense for the year ended March 31, 2009 was $4,623 (2008: $215).

(l) Stock based compensation

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







F-10

-30-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 3 – Summary of Significant Accounting Policies - Continued

(m) Loss per share

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

(n) Income taxes

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

(o) Fair value of financial instruments

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

(p) Comprehensive income (loss)

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



F-11

-31-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 3 – Summary of Significant Accounting Policies - Continued

(q) Revenue recognition

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

(r) Newly Adopted Accounting Policies and Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. In February 2008, the FASB deferred the effective date of SFAS 157 by one year for certain non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). On April 1, 2008, the Company adopted the provisions of SFAS 157, except as it applies to those non-financial assets and non-financial liabilities for which the effective date has been delayed by one year, which the Company will adopt on April 1, 2009.

The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

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

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

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

The adoption of SFAS 157 will not have a material effect on the Company’s financial position or results of operations. The book values of cash and cash equivalents, accounts payable and accrued liabilities and loan from a shareholder approximate their respective fair values due to the short-term nature of these instruments. The Company has no assets or liabilities that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the year ended March 31, 2009.

During the fiscal year 2008, the Company adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. The adoption of SFAS 159 to did not have a material effect on our financial statements.




F-12

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INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 3 – Summary of Significant Accounting Policies - Continued

(r) Newly Adopted Accounting Policies and Recent Accounting Pronouncements - continued

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a “simplified” method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of “plain vanilla” share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company’s election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company will continue to assess the impact of SAB 110. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB ratified EITF No. 07-1, Accounting for Collaborative Arrangements, that discusses how parties to a collaborative arrangement (which does not establish a legal entity within such arrangement) should account for various activities. The consensus indicates that costs incurred and revenues generated from transactions with third parties (i.e. parties outside of the collaborative arrangement) should be reported by the collaborators on the respective line items in their income statements pursuant to EITF Issue No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent., Additionally, the consensus provides that income statement characterization of payments between the participants in a collaborative arrangement should be based upon existing authoritative pronouncements; analogy to such pronouncements if not within their scope; or a reasonable, rational, and consistently applied accounting policy election. EITF Issue No. 07-1 is effective for financial statements beginning after December 15, 2008 and is to be applied retrospectively to all periods presented for collaborative arrangements existing as of the date of adoption. The Company is evaluating the impact, if any, the adoption of this consensus will have on the results of operations, financial position or cash flows.












F-13

-33-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 3 – Summary of Significant Accounting Policies - Continued

(r) Newly Adopted Accounting Policies and Recent Accounting Pronouncements - continued

In April 2008, the FASB issued FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). This standard is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”) and other GAAP. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and the Company will adopt the provisions of FSP 142-3 effective  April 1, 2009. The measurement provisions of this standard applied only to intangible assets acquired after the effective date and its adoption did not have a material impact on the Company’s financial statements for the three months ended June 30, 2009.

In May 2008, the FASB issued FASB Staff Position (“FSP”) No. APB 14-1 “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlements)” (previously FSP APB 14-a), which will change the accounting treatment for convertible securities which the issuer may settle fully or partially in cash. Under the final FSP, cash settled convertible securities will be separated into their debt and equity components. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature, and the difference between the proceeds for the convertible debt and the amount reflected as a debt liability will be recorded as additional paid-in capital. As a result, the debt will be recorded at a discount reflecting its below market coupon interest rate. The debt will subsequently be accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected on the income statement. This change in methodology will affect the calculations of net income and earnings per share for many issuers of cash settled convertible securities. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial statements.

In May 2008, the FASB issued SFAs statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of non-governmental entities that are presented in conformity with GAAP in the United States. Any effect of applying the provisions of this Statement shall be reported as a change in accounting principle in accordance with FASB statement No. 154, “Accounting Changes and Error Corrections.” The adoption of FSAS No. 162 will not have an impact on its results of operations, financial position and cash flows.






F-14

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INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 3 – Summary of Significant Accounting Policies - Continued

(r) Newly Adopted Accounting Policies and Recent Accounting Pronouncements - continued

In June 2008, the Financial Accounting Standards Board (FASB) issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities”.  FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and affects entities that accrue cash dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the awards.  FSP EITF 03-6-1 states that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method.  FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years.  The Company does not expect the adoption of FSP EITF 03-6-1 to have a material impact on its financial statements.

In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, which addresses the application of Statement of Financial Accounting Standards (“SFAS”) No.157 for illiquid financial instruments.  FSP FAS 157-3 clarifies that approaches to determining fair value other than the market approach may be appropriate when the market for a financial asset is not active.  The Company does not expect the adoption of FSP FAS 157-3 to have a material effect on our financial statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1 ("FSP FAS 107-1 and APB 28-1"), "Interim Disclosures about Fair Value of Financial Instruments". The FSP amends SFAS 107, "Disclosure about Fair Value of Financial Instruments," and Accounting Principles Board Opinion No. 28, "Interim Financial Reporting", to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The Company is required to adopt FSP FAS 107-1 and APB 28-1 in the quarter ended June 30, 2009. The Company does not currently believe that adopting this FSP will have a material impact on the Company’s financial statements.
 
In April 2009, the FASB issued FASB Staff Position No. FSP FAS 115-2 and FAS 124-2 ("FSP FAS 115-2 and FAS 124-2"), "Recognition and Presentation of Other-Than-Temporary Impairments". The FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The Company is required to adopt FSP FAS 115-2 and FAS 124-2 in the quarter ended June 30, 2009.  The Company does not currently believe that adopting this FSP will have a material impact on the Company’s financial statements.




F-15

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INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 3 – Summary of Significant Accounting Policies - Continued

(r) Newly Adopted Accounting Policies and Recent Accounting Pronouncements - continued

In April 2009, the FASB issued FASB Staff Position No. FAS 157-4 ("FSP FAS 157-4"), "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly". The FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, "Fair Value Measurements", when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. The Company is required to adopt FSP FAS 157-4 in the quarter ended June 30, 2009.  The Company does not currently believe that adopting this FSP will have a material impact on the Company’s financial statements.

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


Note 4 - Equipment

Equipment at March 31, 2009 and 2008 is summarized as follows:

       
Accumulated
  
Net book
March 31, 2009
  
Cost
  
depreciation
  
value
             
Office equipment
$
 1,088
$
 852
$
 236
Computer equipment
  
 833
  
747
  
  86
 
$
1,921 
$
1,599
$
322


       
Accumulated
  
Net book
March 31, 2008
  
Cost
  
depreciation
  
value
             
Office equipment
$
 1,342
$
978
$
 364
Computer equipment
  
1,027
  
875
  
152
Computer software
  
975
  
975
  
  -
 
$
3,344
$
2,828
$
516







F-16

-36-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 5 - Website Development Costs

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

       
Accumulated
  
Net book
March 31, 2009 
  
Cost
  
amortization
  
value
             
Website development costs
 $
22,132
$
18,389
$
3,743


       
Accumulated
  
Net book
March 31, 2008 
  
Cost
  
amortization
  
value
             
Website development costs
 $
 27,286
$
 16,405
$
10,881

During the year ended March 31, 2008, the Company discontinued two web-based courses marketed through the Company’s corporate website and the related remaining unamortized costs ($14,145) was written off during the year.


Note 6 - Intangible Assets

Intangible asset at March 31, 2009 and 2008 are summarized as follows:

       
Accumulated
  
Net book
March 31, 2009
  
Cost
  
amortization
  
value
             
Trademark
 $
301
$
45
$
 256


       
Accumulated
  
Net book
March 31, 2008
  
Cost
  
amortization
  
value
             
Trademark
 $
372
$
20
$
 352

 





F-17

-37-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 7 - Loan From A Shareholder

Loan from a shareholder represents a series of loans from a director and shareholder of the Company which are unsecured, non-interest bearing and due on demand. The Company charged imputed interest of 4% per annum and recorded as additional paid in capital of $2,228 (2008: $1,126) for the year ended March 31, 2009.

A director and shareholder of the Company waived $31,932 of the management fee payable for his services rendered during the year ended March 31, 2009. The amount was recorded as additional paid in capital during the year ended March 31, 2009.


Note 8 - Stockholders’ Equity

(a) Common Stock

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

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

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

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






F-18

-38-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 8 - Stockholders’ Equity - Continued

(a) Common Stock - Continued

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

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

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

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

(b) Stock Options

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

During the year ended March 31, 2008, the Company granted a director the option to purchase 100,000 shares of common stock at an exercise price per share of $0.146. The option vested immediately and expires 10 years from the date of the grant.

The fair value of each option granted for the year ended March 31, 2008 has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:


 
Year ended
 
March 31, 2008
   
Expected volatility
105.50%
Risk-free interest rate
4.19%
Expected life
10 years
Dividend yield
0.00%


F-19

-39-

 
 
 
 
INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 8 - Stockholders’ Equity - Continued

(b) Stock Options

The weighted average fair value of stock options granted during the year ended March 31, 2008 is summarized as follows:

   
Weighted
  
Weighted
   
average
  
average
   
exercise
  
fair
   
price
  
value
         
Exercise price is above market price at date of grant
$
0.15
$
0.09

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

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

 
Year ended
 
March 31, 2009
   
Expected volatility
110.6% - 121.6%
Risk-free interest rate
2.39% - 3.03%
Expected life
3.2 years - 8.5 years
Dividend yield
0.00%

There was no option exercised or expired during the year ended March 31, 2009.

During the year ended March 31, 2009, the Company incurred a total of $55,180 (2008: $8,787) in stock based compensation expenses.








F-20

-40-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 8 - Stockholders’ Equity - Continued

(b)  Stock Options - Continued

Changes in stock options for the year ended March 31, 2009 and 2008 are summarized as follows:

 
Options Outstanding
     
Weighted
     
average
 
Number of
  
exercise
 
shares
  
price
       
Balance, March 31, 2007
650,000
$
0.13
Granted
 100,000
  
0.13
Cancelled
 (100,000)
  
0.13
Balance, March 31, 2009 and 2008
 650,000
  
0.13

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

   
Outstanding
  
Exercisable
       
Weighted
            
   
Number
  
Average
  
Weighted
  
Number
  
Weighted
Range of
  
Outstanding at
  
Remaining
  
Average
  
Exercisable at
  
Average
Exercise
  
March 31,
  
Contractual
  
Exercise
  
March 31,
  
Exercise
Prices
  
2009
  
Life (Years)
  
Price
  
2009
  
Price
                     
 $            0.13
  
550,000
  
7.13
$
 0.13
  
550,000
$
0.13
0.14
  
75,000
  
2.81
  
0.14
  
75,000
  
0.14
0.21
  
25,000
  
3.11
  
0.21
  
25,000
  
0.21
$0.13 - $0.21
  
650,000
  
6.48
  
0.13
  
650,000
  
0.13

 
 
 
 
F-21

-41-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 8 - Stockholders’ Equity - Continued

(b)  Stock Options - Continued

The Company has the following options outstanding and exercisable at March 31, 2008:

   
Outstanding
  
Exercisable
       
Weighted
            
   
Number
  
Average
  
Weighted
  
Number
  
Weighted
Range of
  
Outstanding at
  
Remaining
  
Average
  
Exercisable at
  
Average
Exercise
  
March 31,
  
Contractual
  
Exercise
  
March 31,
  
Exercise
Prices
  
2008
  
Life (Years)
  
Price
  
2008
  
Price
                     
 $             0.15
  
550,000
  
8.13
$
0.15
  
550,000
$
0.15
0.17
  
75,000
  
3.81
  
0.17
  
75,000
  
0.17
0.25
  
25,000
  
4.11
  
0.25
  
25,000
  
0.25
$0.15 - $0.25
  
650,000
  
7.47
  
0.16
  
650,000
  
0.16

(c) Warrants

In the past, the Company issued warrants entitling the holders to acquire common shares of the Company. Movements of warrants are summarized as follows:

 
Number of
  
Exercise
 
warrants
  
price
       
Balance, March 31, 2007
650,000
$
0.09
Expired
 (650,000)
  
0.09
Balance, March 31, 2009 and 2008
-
    

There were no share purchase warrants outstanding as at March 31, 2009 and 2008.



 



F-22

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INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 9 – Income Tax

The Company is subject to income tax in Canada on their taxable income as reported in their statutory accounts at a tax rate in accordance with the relevant Canadian Income Tax Act. The Company has had a recurring loss from inception and did not incur any income tax expense. A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

   
2009
    
2008
           
Loss for the year
$
(172,863)
  
$
(96,432)
           
Statutory Canadian tax rate
  
31.50%
    
31.50%
           
Income tax recovery
$
(54,500)
  
$
(30,400)
Temporary differences
  
1,800
    
4,500
Non-deductible expenses
  
10,800
    
11,400
Stock based compensation
  
17,400
    
2,800
Unrecognized benefit of non-capital losses
  
24,500
    
11,700
 
$
-
  
$
-

The significant components of the Company’s deferred income tax assets are as follows:

Deferred income tax assets (liabilities)
  
2009
    
2008
           
Net operating loss carry forwards
$
133,900
  
$
135,300
Equipment
  
100
    
100
Website development costs
  
 (1,200)
    
(3,400)
Valuation allowance
  
(132,800)
    
(132,000)
 
$
-
  
$
-

The Company has non-capital losses of approximately $439,155 (2008 - $450,838) available for deduction against future taxable income. These losses, if not utilized, will expire between 2009 and 2029. Deferred tax benefits, which may arise as a result of these non-capital losses, have not been recognized in these financial statements.



 

F-23

-43-

 
 
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Year Ended March 31, 2009


Note 10 - Statement of Cash Flows - Supplemental Information

No cash was paid in respect to interest or income taxes during the period from incorporation on December 3, 2001 to March 31, 2009.

For the purpose of statements of cash flows, the cash and cash equivalents is comprised of:

   
2009
  
2008
         
Cash and cash equivalents
$
6,883
$
 -
Bank indebtedness
  
-
  
(26)
 
$
6,883
$
(26)


Note 11 - Contingent Liabilities

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


Note 12 - Related Party Transactions

During the year ended March 31, 2009, the Company paid $1,419 (2008: $1,553) in director fees to the directors of the Company.

During the year ended March 31, 2009, the Company accrued and paid salary of $33,292 (2008: $36,137) to two directors of the Company. Included in the accrued salary, $31,932 (2008: $34,950) were forgiven by a director of the Company and credited to the additional paid-in capital.

See Note 7.


Note 13 – Subsequent Events

On April 28, 2009, the director and shareholder to whom the Company is indebted regarding the loan from a shareholder (Note 7), lent the Company a further CAD$10,000 for working capital. The additional CAD$10,000 loan is unsecured, non-interest bearing and due on demand.



 

F-24

-44-

 
 
 

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to March 31, 2009, included in this report have been audited by Chang Lee LLP, as set forth in this annual report.

ITEM 9A.     CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


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CEO and CFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of March 31, 2009, the Company’s internal control over financial reporting was effective based on those criteria.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.



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Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.
OTHER INFORMATION

None.


PART III

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Officers and Directors

Our directors will serve until his/her successor is elected and qualified. Our officer is elected by the board of directors to a term of one (1) year and serves until his/her successor is duly elected and qualified, or until he/she is removed from office.

The names, addresses, ages and positions of our present officers and directors are set forth below:

Name
Age
Position(s)
Jefferson Thachuk
41
president, principal executive officer, secretary, treasurer,
300-1055 W. Hastings St.
  
principal financial officer, principal accounting officer, and
Vancouver, BC V6E 2E9
  
a member of the board of directors
     
Raven Kopelman
32
chief programmer and a member of the board of directors
300-1055 W. Hastings St.
    
Vancouver, BC V6E 2E9
    
     
David Holmes
43
member of the board of directors
300-1055 W. Hastings St.
    
Vancouver, BC V6E 2E9
    
     
Kenneth Bogas
50
member of the board of directors
300-1055 W. Hastings St.
    
Vancouver, BC V6E 2E9
    

The persons named above have held their offices/positions since our inception and is expected to hold their offices/positions until the next annual meeting of our stockholders.




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Background of officers and directors

Jefferson Thachuk

Jefferson Thachuk has been our president, principal executive officer, secretary, treasurer, principal financial officer, principal accounting officer, and a member of our board of directors since December 2001.  Since 2001, Mr. Thachuk has been a self-employed builder and real estate developer located in Vancouver, British Columbia.

Raven Kopelman

Raven Kopelman has been our chief programmer and a member of our board of directors since January 2002.  Since October 2007, Mr. Kopelman has been a software developer for Safe Software located in Surrey, British Columbia.  From September 2007 to August 2008, Mr. Kopelman was a software developer for Radical Entertainment located in Vancouver, British Columbia.  From May 2006 to September 2007, Mr. Kopelman was an animation workflow software developer for Mainframe Entertainment located in Richmond, British Columbia.  From August 2001 to May 2006, Mr. Kopelman was a software engineer for the air traffic management systems division of Raytheon Systems Canada located in Richmond, British Columbia.   In 2000, Mr. Kopelman joined LegalDeeds Network Inc. located in White Rock, British Columbia, as a software engineer and was responsible for the development of its core document technology.  Since May 2000, Mr. Kopelman has been a director of LegalDeeds Network Inc.  LegalDeeds Network Inc. is a private corporation and its securities are not traded anywhere.

David Holmes

David Holmes has been a member of our board of directors since May 2007.  Since 1996, Mr. Holmes has been a self-employed businessman.  Since July 2007, Mr. Holmes has been an independent mortgage broker working with Dominion Lending Centres in Coquitlam, British Columbia. Since 1997, Mr. Holmes has been co-owner, president and general manager of Gold ‘N Tan Studio located in Richmond, British Columbia.  Gold ‘N Tan Studio is engaged in the business of salon and aesthetics services.

Kenneth Bogas

Kenneth Bogas has been a member of our board of directors since March 2007.  Since June 2002, Mr. Bogas has been the owner, president and general manager of Balance Design located in Vancouver, British Columbia which is engaged in the business of custom landscape design.  From January 2000 to June 2005, Mr. Bogas was the owner and executive chef of Coco Pazzo Restaurant Ltd., a fine dining restaurant located in Vancouver, British Columbia.  On August 17, 2005, after Mr. Bogas sold all of his right, title and interest in and to Coco Pazzo Restaurant Ltd., Coco Pazzo Restaurant Ltd. filed for bankruptcy protection in the Supreme Court of British Columbia, Bankruptcy and Insolvency, Case No. B 051644.  Coco Pazzo Restaurant Ltd. was discharged on January 19, 2007.

Conflicts of Interest

There are no conflicts of interest.  Further, we have not established any policies to deal with possible future conflicts of interest.




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Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

Involvement in Certain Legal Proceedings

Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Audit Committee and Charter

We have a separately-designated audit committee of the board.  Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the amended audit committee charter is filed as an exhibit to this report.

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Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the amended code of ethics is filed as an exhibit to this report.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.  A copy of the disclosure committee charter is filed as an exhibit to this report.

ITEM 11.      EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us for the last three years through March 31, 2009, for our officers.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officer.

Summary Compensation Table
           
Non-
Nonqualified
    
           
Equity
Deferred
All
  
           
Incentive
Compensa-
Other
  
       
Stock
Option
Plan
tion
Compen-
  
Name and
  
Salary
Bonus
Awards
Awards
Compensation
Earnings
sation
Total
Principal Position
Year
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Jefferson Thachuk
2009
0
0
0
0
0
0
0
0
President, Secretary
2008
0
0
0
0
0
0
0
0
and Treasurer
2007
0
0
0
0
0
0
0
0
                   
Raven Kopelman
2009
1,360
0
0
0
0
0
0
1,360
Chief Programmer
2008
1,186
0
0
0
0
0
0
1,186
 
2007
1,669
0
0
0
0
0
0
1,669

Employment Agreements

We have entered into an agreement with Jefferson Thachuk wherein we agreed to pay Mr. Thachuk CAD$3,000.00 per month to serve as our principal executive officer.  Mr. Thachuk has forgiven the salary for the past three fiscal years.  To serve as our principal executive officer, Mr. Thachuk was also granted stock options. All stock options have a ten year life.  On April 22, 2005 Mr. Thachuk was granted an option to acquire up to 75,000 shares of common stock at an exercise price of



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CAD$0.15 per share. On November 3, 2008, Mr. Thachuk and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. The option is fully vested and none of the option has been exercised.

We have entered into an agreement with Raven Kopelman wherein we pay Mr. Kopelman CAD$25.00 for each hour for work performed as a Programer.  To serve as our chief Programer, Mr. Kopelman was also granted stock options. All stock options have a ten year life.  On January 19, 2002, Mr. Kopelman was granted an option to acquire up to 75,000 shares of common stock at an exercise price of CAD$0.17 per share and on April 22, 2005 Mr. Kopelman was granted an option to acquire up to 75,000 shares of common stock at an exercise price of CAD$0.15 per share.  On November 3, 2008, Mr. Kopelman and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in new exercise prices of USD$0.14 per share and USD$0.13 per share respectively. The options are fully vested and none have been exercised.

Compensation of Directors

The following table sets forth the compensation paid to each of our directors in 2009.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid to our named directors.

Director Compensation
 
Fees
            
 
Earned
      
Nonqualified
    
 
or
    
Non-Equity
Deferred
    
 
Paid in
Stock
Option
Incentive Plan
Compensation
All Other
  
 
Cash
Awards
Awards
Compensation
Earnings
Compensation
Total
Name
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Jefferson Thachuk
355
0
0
0
0
0
355
Raven Kopelman
355
0
0
0
0
0
355
David Holmes
355
0
0
0
0
0
355
Kenneth Bogus
355
0
0
0
0
0
355

Each director is paid CAD$100 to attend meetings of the board of directors.  The board of directors met 4 times in fiscal year 2009.  Since March 31, 2009, we have met once.  Board members also receive options to purchase shares of common stock.

In addition to the option grant to Jefferson Thachuk to serve as our principal executive officer described above, to serve as a director, on March 31, 2006, Mr. Thachuk received an option to acquire 100,000 shares of common stock at an exercise price of CAD$0.15 per share. On November 3, 2008, Mr. Thachuk and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. Mr. Thachuk has not exercised any of his options.  In addition to the two option grants to Raven Kopelman to serve as our chief Programmer described above, to serve as a director, on March 31, 2006, Mr. Kopelman received an option to acquire 100,000 shares of common stock at an exercise price of CAD$0.15 per share.  On November 3, 2008, Mr. Kopelman and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. Mr. Kopelman has not exercised any
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of his options. On May 4, 2007, David Holmes received an option to acquire up to 100,000 shares of common stock at an exercise price of CAD$0.15 per share. On November 3, 2008, Mr. Holmes and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. Mr. Holmes has not exercised any of his options. On March 30, 2007, Kenneth Bogas received an option to acquire up to 100,000 shares of common stock at an exercise price of CAD$0.15 per share.  On November 3, 2008, Mr. Bogus and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. Mr. Bogas has not exercised any of his options.  All of the above director stock options are fully vested.


Outstanding Equity Awards At March 31, 2009
Name
Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#) Unexercisable
Option Exercise
Price
Option Expiration
Date
(a)
(b)
(c)
(d)
(e)
Jefferson Thachuk
75,000
0
$0.13
4-22-15
 
100,000
0
$0.13
3-31-16
         
Raven Kopelman
75,000
0
$0.14
1-19-12
 
75,000
0
$0.13
1-22-15
 
100,000
0
$0.13
3-31-16
         
David Holmes
100,000
0
$0.13
5-4-17
         
Kenneth Bogas
100,000
0
$0.13
3-30-17

None of the options described above have been exercised as of the date of this annual report.

Pension Benefits and Compensation Plans

We do not have any pension benefits or compensation plans.

Potential Payments Upon Termination or Change-in-Control

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer's responsibilities following a change-in-control.






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Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

As of the date hereof, we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.

Indemnification

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner
against any liability which he may incur in his capacity as such, is as follows:

 
1.
Articles 5-8 of the Bylaws of the company, filed as Exhibit 3.2 to the Registration Statement.

 
2.
Canada Business Corporations Act

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.

 
Shares Beneficially Owned
Name of Beneficial Owner
Number
Percent of Class
Jefferson Thachuk
3,275,000(1)
48.37%
     
Raven Kopelman
0(2)
0.00%
     
David Holmes
10,000(3)
0.15%
     
Kenneth Bogas
5,000(4)
0.07%
     
All officers and directors as a group (4 persons)
3,290,000
48.59%
     



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Greg Zakaib
475,000
7.01%
   6-9311 Dayton Ave., Richmond, BC V6Y 1E2
    
     
Mike and Carrie Thachuk
400,000
5.91%
   27133-25A Avenue, Aldergrove, BC V4W 3N4
    

(1)
Does not include stock options to acquire an additional 175,000 shares of common stock at an exercise price of $0.13 per share.

(2)
Does not include stock options to acquire an additional 75,000 shares of common stock at an exercise price of $0.14 per share and 175,000 shares of common stock at an exercise price of $0.13 per share.

(3)
Does not include stock options to acquire an additional 100,000 shares of common stock at an exercise price of $0.13 per share.

(4)
Does not include stock options to acquire an additional 100,000 shares of common stock at an exercise price of $0.13 per share.
 
ITEM 13.
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

We have entered into an agreement with Jefferson Thachuk wherein we pay Mr. Thachuk wherein we agreed to pay Mr. Thachuk CAD$3,000.00 per month to serve as our principal executive officer.  Mr. Thachuk has forgiven the salary for the past three fiscal years.  To serve as our principal executive officer, Mr. Thachuk was also granted stock options. All stock options have a ten year life.

On April 22, 2005, Mr. Thachuk was granted an option to acquire up to 75,000 shares of common stock at an exercise price of CAD$0.15 per share. On November 3, 2008, Mr. Thachuk and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. All options are fully vested and none have been exercised.

We have entered into an agreement with Raven Kopelman wherein we pay Mr. Kopelman CAD$25.00 for each hour for work performed as a Programmer. To serve as our chief programmer, Mr. Kopelman was also granted stock options. All stock options have a ten year life.  On January 19, 2002, Mr. Kopelman was granted an option to acquire up to 75,000 shares of common stock at an exercise price of CAD$0.17 per share and on April 22, 2005, Mr. Kopelman was granted an option to acquire up to 75,000 shares of common stock at an exercise price of CAD$0.15 per share. On November 3, 2008, Mr. Kopelman and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in new exercise prices of USD$0.14 per share and USD$0.13 per share respectively. All options are fully vested and none have been exercised.






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To serve as a director, on March 31, 2006, Jefferson Thachuk received an option to acquire up to 100,000 shares of common stock at an exercise price of CAD$0.15 per share. On November 3, 2008, Mr. Thachuk and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. All of Mr. Thachuk’s options are fully vested and none have been exercised. To serve as a director, on March 31, 2006, Raven Kopelman received an option to acquire up to 100,000 shares of common stock at an exercise price of CAD$0.15 per share. On November 3, 2008, Mr. Kopelman and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. All of Mr. Kopelman’s options are fully vested and none have been exercised. To serve as a director, on May 4, 2007, David Holmes received an option to acquire up to 100,000 shares of common stock at an exercise price of CAD$0.15 per share. On November 3, 2008, Mr. Holmes and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. All of Mr. Holmes’ options are fully vested and none have been exercised.  To serve as a director, on March 30, 2007, Kenneth Bogas received an option to acquire up to 100,000 shares of common stock at an exercise price of CAD$0.15 per share. On November 3, 2008, Mr. Bogas and the Company agreed to convert the exercise price of the options into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. All of Mr. Bogas’ options are fully vested and none have been exercised.  The options granted to Messrs Thachuk and Kopelman are in addition to the options granted to them in their capacities as officers.

ITEM 14.      PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2009
$
10,600
  
Chang Lee LLP
2008
$
19,000
  
Chang Lee LLP

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2009
$
0
  
Chang Lee LLP
2008
$
0
  
Chang Lee LLP

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2009
$
0
  
Chang Lee LLP
2008
$
0
  
Chang Lee LLP
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(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2009
$
0
  
Chang Lee LLP
2008
$
0
  
Chang Lee LLP

(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No.
Document Description
14.2
Amended Code of Ethics as of May 14, 2009.
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
99.2
Amended Audit Committee Charter as of May 19, 2009.
99.3
Disclosure Committee Charter.


 





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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 5th day of June, 2009.

 
INSIGHTFULMIND LEARNING, INC.
     
 
BY:
JEFFERSON THACHUK
   
Jefferson Thachuk
   
President, Principal Accounting Officer, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and Director

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

Signature
Title
Date
     
JEFFERSON THACHUK
President, Principal Accounting Officer,
June 5, 2009
Jefferson Thachuk
Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and Director
  
     
RAVEN KOPELMAN
Director and Chief Programmer
June 5, 2009
Raven Kopelman
    
     
DAVID HOLMES
Director
June 5, 2009
David Holmes
    
     
KENNETH BOGAS
Director
June 5, 2009
Kenneth Bogas
    

 





-57-

 
 
 

EXHIBIT INDEX

   
Incorporated by reference
  
Exhibit No.
Document Description
Form
Date
Number
Filed herewith
3.1
Articles of Incorporation.
S-1
11/07/08
3.1
  
           
3.2
Bylaws.
S-1
11/07/08
3.2
  
           
3.3
Amended Articles of Incorporation (8/13/2002).
S-1
11/07/08
3.3
  
           
3.4
Amended Articles of Incorporation (8/26/2002).
S-1
11/07/08
3.4
  
           
3.5
Amended Articles of Incorporation (9/20/2002).
S-1
11/07/08
3.5
  
           
4.1
Specimen Stock Certificate.
S-1
11/07/08
4.1
  
           
10.1
Engagement Letter - Jefferson Thachuk (5/15/07).
S-1
11/07/08
10.1
  
           
10.2
Engagement Letter - Jefferson Thachuk (6/12/08).
S-1
11/07/08
10.2
  
           
10.3
Engagement Letter - Jefferson Thachuk (8/21/08).
S-1
11/07/08
10.3
  
           
10.4
Engagement Letter - Raven Kopelman.
S-1
11/07/08
10.4
  
           
10.5
Engagement Letter - John Omielan:  (3/15/2007).
S-1
11/07/08
10.5
  
           
10.6
Engagement Letter - John Omielan:  (1/4/2008).
S-1
11/07/08
10.6
  
           
14.1
Code of Ethics.
S-1
11/07/08
14.1
  
           
14.2
Amended Code of Ethics as of May 14, 2009.
      
X
           
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
      
X
           
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
      
X
           
99.1
Audit Committee Charter.
S-1
11/07/08
99.1
  
           
99.2
Amended Audit Committee Charter as of May 19, 2009.
      
X
           
99.3
Disclosure Committee Charter.
      
X
-58-

 
 
 

EX-14.2 2 exh142.htm AMENDED CODE OF ETHICS AS OF MAY 14, 2009. exh142.htm
Exhibit 14.2

INSIGHTFULMIND LEARNING, INC.

CODE OF ETHICS
(amended May 14, 2009)


Overview

InsightfulMind has adopted a code of ethical conduct (the “Code”) that is applicable to every director, employee and consultant of the company and its affiliates (collectively the “Employee” or “Employees”). The Code reaffirms the high standards of business conduct required of all Employees. The Code is part of InsightfulMind’s continuing efforts to (1) ensure that it complies with all applicable laws, (2) have an effective program in place to prevent and detect violations of law, and (3) educate and train its Employees to be aware and understand ethical business practices. In most circumstances, the Code sets standards that are higher than the law requires.

InsightfulMind has also adopted eight corporate values: Focus, Respect, Excellence, Accountability, Teamwork, Integrity, Open Communications and Positive Attitude. See Schedule “A” for a statement on each value. The values have been adopted to provide a framework for all Employees in conducting themselves in their jobs. These values are not intended to substitute for the Code, but will serve as guidelines in helping the Employees to conduct InsightfulMind’s business in accordance with the Code.

The Code is not intended to cover every possible situation in which an Employee may find himself or herself. It is meant to give each Employee the boundaries within which InsightfulMind expects each Employee to conduct himself or herself while representing InsightfulMind. An Employee may find himself or herself in a situation where there is no clear guidance given by the Code. If that occurs, return to the objective stated below: common sense, good judgment, high ethical standards and integrity, and refer to InsightfulMind’s values. In addition, there are many resources upon which an Employee may rely, including the President and other InsightfulMind officers and management.


Objective

One of InsightfulMind’s objectives is to conduct all business operations in the utmost ethical manner utilizing common sense, good judgment, high ethical standards and integrity. InsightfulMind cares about its Employees, shareholders, clients, suppliers, and the communities in which it conducts its business operations. In the course of meeting its business objectives, InsightfulMind considers it essential that all Employees understand and comply with the Code and therefore share and participate in InsightfulMind’s way of conducting business.



 
 
 

Standard of Conduct

InsightfulMind insists that all aspects of its business operations are conducted with honesty, integrity and fairness, and with respect for the interests of those affected by its business and activities. InsightfulMind also expects the same in its relationships with all those with whom it does business.

Each Employee must maintain and foster integrity and honesty in all dealings with clients and all business transactions. Each Employee must commit to act according to the highest ethical standards and is expected to apply ethical business practices in administrative and financial aspects of the business operations of InsightfulMind.

No code of conduct can hope to lay down appropriate behavior for every situation, nor should it seek to do so. Each Employee is required to make a careful and considered judgment of what is right and proper in any particular situation.

It is the obligation of every Employee in conducting the business operations of InsightfulMind to be responsible, honest, trustworthy, conscientious, and dedicated to the highest standards of ethical business practices. Accordingly, all Employees are required to avoid not only impropriety, but also the appearance of impropriety in conducting the business operations of InsightfulMind.


Obeying the Law

All Employees of InsightfulMind are required to comply with (1) the letter and the spirit of laws and regulations of the countries in which InsightfulMind conducts business operations, (2) the accepted business practices in commercial markets, and (3) any contractual terms and conditions applicable to any business transaction.

It is expected that each Employee will use common sense, good judgment, high ethical standards and integrity in all the Employee’s business dealings.

Each Employee must commit to know and abide by all applicable laws and regulations. Employees are expected to be familiar with the Code as it applies to their duties. Each Employee is required to follow and to comply with the Code. A refusal by any Employee to agree to be bound by the Code will be grounds for discipline up to and including dismissal.

A breach of any law, regulation or ethical standard by any Employee will not be justified by the pursuit of profit or the departure from acceptable practice by competitors.


Enforcement of Code

The Code will be enforced at all levels fairly and without prejudice. Any breach of any standard of the Code may result in disciplinary action, up to and including termination.

 
2
 


Mr. Raven Kopelman, InsightfulMind’s Chief Programmer (and a Director), has been appointed as Compliance Officer of InsightfulMind, responsible for overseeing compliance with, and enforcement of, the Code. If an Employee encounters a situation that the Employee is not able to resolve by reference to the Code, the Employee should ask for help from the Compliance Officer if they need assistance in understanding or interpreting any part of the Code.

Any Employee who, in good faith, has reason to believe any operation or activity of InsightfulMind is in violation of the law or of the Code must call the matter to the attention of the Compliance Officer. See Schedule “B” for a non-exhaustive list of reportable violations.

If the Employee has reason to believe that it would be inappropriate to report the operation or activity to the Compliance Officer, the Employee should report it to the Chair of the Audit Committee, Mr. Ken Bogas, who is also a Director of InsightfulMind. All reports will be reviewed and investigated as necessary under the circumstances. The reporting Employee should provide sufficient information to enable a complete investigation to be undertaken.

Any Employee who makes an allegation in good faith reasonably believing that a person has violated the law or the Code will be protected against retaliation.

Violations of the law or the Code will subject Employees to disciplinary action, up to and including termination of employment. In addition, Employees involved may subject themselves and InsightfulMind to severe penalties, including fines and possible imprisonment. Compliance with the law and high ethical standards in the conduct of InsightfulMind’s business should be a top priority for each Employee.


Insider Trading, Securities Compliance and Public Statements

Securities laws prohibit anyone who is in possession of material, non-public information (“Insider Information”) about a company from purchasing or selling stock of that company, or communicating the information to others. Information is considered “material” if a reasonable investor would consider it to be important in making a decision to buy or sell that stock. Some examples include financial results and projections, new products, acquisitions, major new contracts or alliances prior to the time that they are publicly announced. Assuming InsightfulMind lists its shares for trading on a public stock exchange, employees who become aware of such Insider Information about InsightfulMind must refrain from trading in the shares of InsightfulMind until the Insider Information is publicly announced.

Employees must also refrain from disclosing the Insider Information to persons who do not have a need to know, whether they are inside InsightfulMind or outside, such as spouses, relatives or friends.

Assuming InsightfulMind lists its shares for trading on a public stock exchange, InsightfulMind will make regular formal disclosures of its financial performance and results of operations to the investment community. InsightfulMind will also regularly issue press releases. Other than those

 
3
 

public statements, which go through official channels, Employees are prohibited from communicating outside InsightfulMind about InsightfulMind’s business, financial performance or future prospects. Such communications include questions from securities analysts, reporters or other news media, but also include seemingly innocent discussions with family, friends, neighbors or acquaintances.


Financial Reporting

InsightfulMind is required to maintain a variety of records for purposes of reporting to the government. InsightfulMind requires all Employees to maintain full compliance with applicable laws and regulations requiring that its books of account and records be accurately maintained. Specifics of these requirements are available from the Compliance Officer.


Accuracy of Records

InsightfulMind’s accounting records and supporting documents must accurately describe and reflect the nature and result of InsightfulMind’s business operations. All activities and results of InsightfulMind’s business operations must be presented in a fair and balanced manner.

All business transactions must be properly authorized as well as completely and accurately recorded on InsightfulMind’s books. Procedures for doing so must comply with InsightfulMind’s financial policy and follow InsightfulMind’s policy for authorization and documentation, as well as follow generally accepted accounting practices. Budget proposals and other financial evaluations and forecasts must fairly represent all information relevant to the business transaction. In addition, no unrecorded cash funds or other asset accounts will be established or maintained for any purpose. Misapplication or improper use of corporate property or false entry to records by any Employee or by others must be reported to InsightfulMind’s board of directors.


Record Keeping and Retention

To help maintain the integrity of InsightfulMind’s record-keeping and reporting systems, each Employee must know his or her area’s records retention procedures, including how data is stored and retrieved. It is that person’s responsibility to know how to document and transact any entries or records that he or she is responsible for. All Employees are expected to comply fully and accurately with all audits, including responding in a timely fashion to requests for records or other material from or on behalf of InsightfulMind’s auditors or management.


Communicating Accurate and Timely Information

In all interactions and communications, whether with shareholders, the public, clients, government agencies, or others inside or outside of InsightfulMind, each Employee is expected to be truthful and forthright. This includes making accurate statements, not misrepresentations or

 
4
 

statements intended to mislead or misinform; and responding promptly, accurately, and with full disclosure to requests from governmental agencies for information or documents.


Confidentiality

Employees must respect the confidentiality of information received in the course of business dealings and must never use such information for personal gain. Information given by Employees in the course of business dealings must be true and fair and never designed to mislead.

Confidential information can only be revealed upon written authorization of management.

Employees must not use or disclose InsightfulMind’s trade secrets, proprietary, or confidential information, or any other confidential information gained in the performance of InsightfulMind’s duties as a means of making private profit, gain or benefit.

Employees must not use Internet bulletin boards or chat rooms to discuss matters or opinions related to InsightfulMind or any of its industries, or to respond to comments about InsightfulMind. In today’s electronic age, posting information on Internet bulletin boards or even communicating in chat rooms is the same as “speaking to the media”.


Health and Safety

InsightfulMind is committed to protecting the health and safety of its Employees. InsightfulMind expects employees to obey all laws and regulations designed to protect the health and safety of all employees, and to obtain and fully observe all permits necessary to do business. At the very least, all Employees should be familiar with and comply with safety regulations applicable to their work areas. InsightfulMind will make, to the extent possible, reasonable accommodations for the known physical or mental limitations of its Employees. Employees who require an accommodation should contact the Compliance Officer. InsightfulMind will then engage in an interactive process to determine what reasonable accommodations may exist.


Declaration of Interest

Each Employee is expected to avoid any activity, investment or association that interferes with the independent exercise of his or her judgment in InsightfulMind’s best interests (“Conflicts of Interest”). Conflicts of Interest can arise in many situations and occur most often in cases where the Employee or the Employee’s family obtains some personal benefit at the expense of InsightfulMind’s best interests.

No Employee, or any member of Employee’s immediate family, is allowed to accept money, gifts of other than nominal value, unusual entertainment, loans, or any other preferential treatment from any customer or supplier of InsightfulMind where any obligation may be incurred or implied on the giver or the receiver or where the intent is to prejudice the recipient in favor of the provider. Likewise, no Employee is allowed to give money, gifts of other than nominal value,

 
5
 

unusual entertainment or preferential treatment to any customer or supplier of InsightfulMind, or any employee or family members thereof, where any obligation might be incurred or implied, or where the intent is to prejudice the recipient in favor of InsightfulMind. No Employee is allowed to solicit or accept kickbacks, whether in the form of money, goods, services or otherwise, as a means of influencing or rewarding any decision or action taken by a foreign or domestic vendor, customer, business partner, government employee or other person whose position may affect InsightfulMind’s business.

No Employee will use InsightfulMind’s property, services, equipment or business for personal gain or benefit.

Each Employee is required to reveal any personal interest that may impinge or might reasonably be deemed by others to impinge on the Employee’s business dealings with any industry partners of InsightfulMind.

Employees may not: (1) act on behalf of, or own a substantial interest in, any company or firm that does business, or competes, with InsightfulMind; (2) conduct business on behalf of InsightfulMind with any company or firm in which the Employee or a family member has a substantial interest or affiliation. Exceptions require advance written approval from InsightfulMind’s board of directors.

Employees should not create the appearance that they are personally benefiting in any outside endeavor as a result of their employment by InsightfulMind, or that InsightfulMind is benefiting by reason of their outside interests. Any Employee who is not sure whether a proposed action would present a conflict of interest or appear unethical should consult with the Compliance Officer.

InsightfulMind expects its Employees to avoid (1) personal activities and financial interests that could conflict with their responsibilities and obligations and (2) giving assistance to competitors, which could be in conflict with the interests of InsightfulMind or its clients.


Fair Competition

InsightfulMind’s policy is to comply fully with competition and antitrust laws throughout the world. InsightfulMind is committed to vigorous yet fair competition and supports the development of appropriate competition laws. Each Employee must avoid any business arrangement that might prevent the effective operation of fair competition.


International Trade

InsightfulMind must comply with a variety of laws around the world regarding its activities. In some cases, the law prohibits the disclosure of information, whether the disclosure occurs within Canada, the U.S. or elsewhere, and whether or not the disclosure is in writing.


 
6
 

Canadian law, U.S. law, and the Code prohibit giving, offering, or promising anything of value to any public official in Canada, the U.S. or any foreign country to influence any official act, or to cause an official to commit or omit any act in violation of his or her lawful duty. These laws and the Code preclude payments to non-Canadian or non-U.S. government officials for the purpose of obtaining or retaining business, even if the payment is customary in that country.


Government Relations

InsightfulMind is prohibited from making any contributions or expenditures in connection with any Canadian or U.S. national election. This includes virtually any activity that furnishes something of value to an election campaign for a federal office. Use of InsightfulMind’s name in supporting any political position or ballot measure, or in seeking the assistance of any elected representative, requires the specific approval of the President of InsightfulMind. Political contributions or expenditures are not to be made out of InsightfulMind’s funds in any foreign country, even if permitted by local law, without the consent of the President of InsightfulMind.


Vendors, Contractors, Consultants and Temporary Workers

Vendors, contractors, consultants or temporary workers who are acting on InsightfulMind’s behalf, or are on InsightfulMind’s property, are expected to follow the law, the Code, and honor InsightfulMind’s values. Violations will subject the person or firm to sanctions up to and including loss of the contract, the contracting or consulting agreement, or the discharge from temporary assignment.


Compliance with the Code

It is the responsibility of InsightfulMind’s board of directors to ensure that the standards embodied in the Code are communicated to, understood and observed by all Employees. InsightfulMind’s board of directors will not criticize management for any loss of business resulting from adherence to the Code. Equally, InsightfulMind’s board of directors undertakes that no Employee will suffer as a consequence of bringing to their attention, or that of senior management, a breach or suspected breach of the Code.
The standards set out in the Code directly reflect InsightfulMind’s high ethical standards. InsightfulMind expects and requires each and every Employee, as a representative of InsightfulMind, to fulfill InsightfulMind’s ethical commitment in a way that is visible to the outside world with which InsightfulMind conducts its business operations.

Each Employee is responsible for complying with the standards set out in the Code and must ensure that their personal conduct is above reproach.

Each Employee has an obligation to assure that the conduct of others around him or her complies with the Code.

 
7
 

All Employees have a legal, moral, and ethical duty to report to InsightfulMind’s board of directors and the appropriate authorities any known or suspected violations of law, regulations or corporate policy, including the Code.

Breaches of law, regulations and the standards of conduct listed above may lead to serious consequences for the Employee concerned.


Annual Acknowledgement

Each Employee will be required to sign a statement annually that he or she has read and understands InsightfulMind’s Code of Ethics. This statement will also require that the Employee state that he or she is in full compliance with the Code. The form of statement is attached as Schedule “C”.




 
 
 
 








 
8
 


Schedule “A”


VALUES


FOCUS:  We exist only because we are in the e-learning business.

RESPECT:  We value all people, treating them with dignity at all times.

EXCELLENCE:  We strive for “Best in Class” in everything we do.

ACCOUNTABILITY:  We do what we say we will do and expect the same from others.

TEAMWORK:  We believe that cooperative action produces superior results.

INTEGRITY:  We are honest with each other, our customers, our partners, our shareholders and ourselves

OPEN COMMUNICATION:  We share information, ask for feedback, acknowledge good work, and encourage diverse ideas.

POSITIVE ATTITUDE:  We work hard, are rewarded for it, and maintain a positive attitude with a good sense of perspective, humor and enthusiasm.


 










 
9
 


Schedule “B”


REPORTABLE VIOLATIONS - ANONYMOUS REPORTING PROGRAM


Accounting Error
Accounting Omissions
Accounting Misrepresentations
Auditing Matters
Compliance/Regulation Violations
Corporate Scandal
Domestic Violence
Discrimination
Embezzlement
Environmental Damage
Ethics Violation
Fraud
Harassment
Industrial Accidents
Misconduct
Mistreatment
Poor Customer Service
Poor Housekeeping
Sabotage
Securities Violation
Sexual Harassment
Substance Abuse
Theft
Threat of Violence
Unfair Labor Practice
Unsafe Working Conditions
Vandalism
Waste
Waste of Time and Resources
Workplace Violence




 


 
10
 


Schedule “C”


ACKNOWLEDGEMENT AND CERTIFICATION STATEMENT


I acknowledge and certify that I have read and understand the information set forth in the Code of Ethics of InsightfulMind Learning, Inc. and will comply with these principles in my daily work activities. I am not aware of any violation of the standards of InsightfulMind’s Code of Ethical Conduct.



Date: _______________________________________________________



Name (print): _________________________________________________



Position: _____________________________________________________



Address: _____________________________________________________



Signature: ____________________________________________________



 








 
11
 

EX-31.1 3 exh311.htm SARBANES-OXLEY 302 CERTIFICATION FOR PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. exh311.htm
Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Jefferson Thachuk, certify that:

1.
I have reviewed this Form 10-K for the year ended March 31, 2009 of InsightfulMind Learning Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,

 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   June 5, 2009
JEFFERSON THACHUK
 
Jefferson Thachuk
 
Principal Executive Officer and Principal Financial Officer


 
 
 

EX-32.1 4 exh321.htm SARBANES-OXLEY 906 CERTIFICATION FOR CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. exh321.htm
Exhibit 32.1



CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of InsightfulMind Learning Inc. (the "Company") on Form 10-K for the year ended March 31, 2009, as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Jefferson Thachuk, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 5th day of June, 2009.


 
JEFFERSON THACHUK
 
Jefferson Thachuk
 
Chief Executive Officer and Chief Financial Officer





 
 
 
 
 
 
 

 






 
 
 

EX-99.2 5 exh992.htm AMENDED AUDIT COMMITTEE CHARTER AS OF MAY 19, 2009. exh992.htm
Exhibit 99.2
 
INSIGHTFULMIND LEARNING, INC.

AUDIT COMMITTEE CHARTER
(amended May 19, 2009)

 
Committee Role

The committee’s role is to act on behalf of the board of directors and oversee all material aspects of InsightfulMind’s reporting, control, and audit functions, except those specifically related to the responsibilities of another standing committee of the board of directors. The audit committee’s role includes a particular focus on the qualitative aspects of financial reporting to shareholders and on InsightfulMind’s processes for the management of business/financial risk and for compliance with significant applicable legal, ethical, and regulatory requirements.

In addition, the committee is responsible for: (1) selection and oversight of InsightfulMind’s independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by InsightfulMind’s employees of concerns regarding accounting and auditing matters; (4) establishing internal financial controls; (5) engaging outside advisors; and, (6) funding for the outside auditor and any outside advisors engagement by the audit committee.

The role also includes coordination with other board committees and maintenance of strong, positive working relationships with management, external and internal auditors, counsel, and other committee advisors.


Committee Membership

The committee shall be comprised of not less than three directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates. The committee shall have access to its own counsel and other advisors at the committee’s sole discretion.


Committee Operating Principles

The committee shall fulfill its responsibilities within the context of the following overriding principles:

 
 
 


1.
Communications - The chairperson and others on the committee shall, to the extent appropriate, have contact throughout the year with senior management, other committee chairpersons, and other key committee advisors, external and internal auditors, etc., as applicable, to strengthen the committee’s knowledge of relevant current and prospective business issues.

2.
Committee Education/Orientation - The committee, with management, shall develop and participate in a process for review of important financial and operating topics that present potential significant risk to InsightfulMind. Additionally, individual committee members are encouraged to participate in relevant and appropriate self-study education to assure understanding of the business and environment in which InsightfulMind operates.

3.
Annual Plan - The committee, with input from management and other key committee advisors, shall develop an annual plan responsive to the “primary committee responsibilities” detailed herein. The annual plan shall be reviewed and approved by the board of directors.

4.
Meeting Agenda - Committee meeting agendas shall be the responsibility of the committee chairperson, with input from committee members. It is expected that the chairperson would also ask for management and key committee advisors, and perhaps others, to participate in this process.

5.
Committee Expectations and Information Needs - The committee shall communicate committee expectations and the nature, timing, and extent of committee information needs to management, internal audit, and external parties, including external auditors. Written materials, including key performance indicators and measures related to key business and financial risks shall be received from management, auditors, and others at least one week in advance of meeting dates. Meeting conduct will assume members of the board of directors have reviewed written materials in sufficient depth to participate in committee/board dialogue.

6.
External Resources -The committee shall be authorized to access internal and external resources, as the committee requires, to carry out its responsibilities.

7.
Committee Meeting Attendees - The committee shall request members of management, counsel, internal audit, and external auditors, as applicable, to participate in committee meetings, as necessary, to carry out the committee responsibilities. It shall be understood that either internal or external auditors, or counsel, may, at any time, request a meeting with the audit committee or committee chairperson with or without management attendance. In any case, the committee shall meet in executive session separately with internal and external auditors, at least annually.

8.
Reporting to the Board of Directors - The committee, through the committee chairperson, shall report periodically, as deemed necessary, but at least semi-annually, to the board of directors.


 
2
 

9.
Committee Self Assessment - The committee shall review, discuss, and assess its own performance as well as the committee role and responsibilities, seeking input from senior management, the board of directors, and others. Changes in role and/or responsibilities, if any, shall be recommended to the board of directors for approval.


Meeting Frequency

The committee shall meet at least once quarterly. Additional meetings shall be scheduled as considered necessary by the committee or chairperson.


Reporting to Shareholders

The committee shall make available to shareholders a summary report on the scope of its activities. This may be identical to the report that appears in InsightfulMind’s annual report.


Committee’s Relationship with External and Internal Auditors

1.
The external auditors, in their capacity as independent public accountants, shall be responsible to the board of directors and the audit committee as representatives of the shareholders.

2.
As the external auditors review financial reports, they will be reporting to the audit committee. They shall report all relevant issues to the committee responsive to agreed-on committee expectations. In executing its oversight role, the board of directors or committee should review the work of external auditors.

3.
The committee shall annually review the performance (effectiveness, objectivity, and independence) of the external and internal auditors. The committee shall ensure receipt of a formal written statement from the external auditors consistent with standards set by the Independent Standards Board and the Securities and Exchange Commission. Additionally, the committee shall discuss with the auditor relationships or services that may affect auditor objectivity or independence. If the committee is not satisfied with the auditors’ assurances of independence, it shall take or recommend to the board of directors appropriate action to ensure the independence of the external auditor.

4.
The internal audit function shall be responsible to the board of directors through the committee.

5.
If either the internal or the external auditors identify significant issues relative to the overall board responsibility that have been communicated to management but, in their judgment, have not been adequately addressed, they should communicate these issues to the committee chairperson.


 
3
 

6.
Changes in the directors of internal audit or corporate compliance shall be subject to committee approval.


Primary Committee Responsibilities
Monitor Financial Reporting and Risk Control Related Matters

The committee should review and assess:

1.
Risk Management - InsightfulMind’s business risk management process, including the adequacy of InsightfulMind’s overall control environment and controls in selected areas representing significant financial and business risk.

2.
Annual Reports and Other Major Regulatory Filings - All major financial reports in advance of filings or distribution.

3.
Internal Controls and Regulatory Compliance - InsightfulMind’s system of internal controls for detecting accounting and reporting financial errors, fraud and defalcations, legal violations, and noncompliance with the corporate code of conduct.

4.
Internal Audit Responsibilities - The annual audit plan and the process used to develop the plan. Status of activities, significant findings, recommendations, and management’s response.

5.
Regulatory Examinations - Securities and Exchange Commission inquiries and the results of examinations by other regulatory authorities in terms of important findings, recommendations, and management’s response.

6.
External Audit Responsibilities - Auditor independence and the overall scope and focus of the annual/interim audit, including the scope and level of involvement with unaudited quarterly or other interim-period information.

7.
Financial Reporting and Controls - Key financial statement issues and risks, their impact or potential effect on reported financial information, the processes used by management to address such matters, related auditor views, and the basis for audit conclusions. Important conclusions on interim and/or year-end audit work in advance of the public release of financials.

8.
Auditor Recommendations - Important internal and external auditor recommendations on financial reporting, controls, other matters, and management’s response. The views of management and auditors on the overall quality of annual and interim financial reporting.


The committee should review, assess, and approve:

 
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1.
the code of ethical conduct,

2.
changes in important accounting principles and the application thereof in both interim and annual financial reports,

3.
significant conflicts of interest and related-party transactions,

4.
external auditor performance and changes in external audit firm (subject to ratification by the board of directors),

5.
internal auditor performance and changes in internal audit leadership and/or key financial management,

6.
procedures for whistle blowers,

7.
pre-approve allowable services to be provided by the auditor, and

8.
retention of complaints.
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
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EX-99.3 6 exh993.htm DISCLOSURE COMMITTEE CHARTER. exh993.htm
Exhibit 99.3

INSIGHTFULMIND LEARNING, INC.

DISCLOSURE COMMITTEE
CHARTER

Disclosure Policy

All financial disclosures made by the Corporation to its security holders or the investment community should (i) be accurate, complete and timely, (ii) fairly present, in all material respects, the Corporation’s financial condition, results of operations and cash flows, and (iii) meet any other legal, regulatory or stock exchange requirements.

Committee Purpose

The Corporation’s Disclosure Committee (the “Committee”) shall assist the Corporation’s officers and directors (collectively, the “Senior Officers”) fulfilling the Corporation’s and their responsibilities regarding (i) the identification and disclosure of material information about the Corporation and (ii) the accuracy, completeness and timeliness of the Corporation’s financial reports.

Responsibilities

Subject to the supervision and oversight of Senior Officers, the Committee shall be responsible for the following tasks:

 
-
Review and, as necessary, help revise the Corporation’s controls and other procedures (“Disclosure Controls and Procedures”) to ensure that (i) information required by the Corporation to be disclosed to the Securities and Exchange Commission (the “SEC”), and other written information that the Corporation will disclose to the public is recorded, processed, summarized and reported accurately and on a timely basis, and (ii) such information is accumulated and communicated to management, including the Senior Officers, as appropriate to allow timely decisions regarding required disclosure.

 
-
Assist in documenting, and monitoring the integrity and evaluating the effectiveness of, the Disclosure Controls and Procedures.

 
-
Review the Corporation’s (i) Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, proxy statement, material registration statements, and any other information filed with the SEC (collectively, the “Reports”), (ii) press releases containing financial information, earnings guidance, forward-looking statements, information about material transactions, or other information material to the Corporation’s security holders, (iii) correspondence broadly disseminated to shareholders, and (iv) other relevant communications or presentations (collectively, the “Disclosure Statements”).

 
1
 

 
-
Discuss information relative to the Committee’s responsibilities and proceedings, including (i) the preparation of the Disclosure Statements and (ii) the evaluation of the effectiveness of the Disclosure Controls and Procedures.

Other Responsibilities

The Committee shall have such other responsibilities, consistent with the Committee’s purpose, as any Senior Officer may assign to it from time to time.

Disclosure Control Considerations

The Committee shall base the review and revision of the Disclosure Controls and Procedures on the following factors:

 
-
Control Environment: The directives of the Board and Audit Committee; the integrity and ethical values of the Corporation’s officers and employees, including the “tone at the top”; the Corporation’s Code of Ethics, and the philosophy and operating style of management, including how employees are organized and how authority is delegated.

 
-
Risk Assessment: The identification and analysis of relevant risks to achieving the goal of accurate and timely disclosure, forming a basis for determining how the risks should be managed.

 
-
Control Activities: The procedures to ensure that necessary actions are taken to address and handle risks to achievement of objectives.

 
-
Information and Communication: The accumulation, delivery and communication of financial information throughout (i.e., up, down and across) the organization.

 
-
Monitoring: The assessment of the quality of the financial reporting systems over time through ongoing monitoring and separate evaluations, including through regular management supervision and reporting of deficiencies upstream.

Organization

The members of the Committee will be comprised of the Corporations officers and directors.

The Committee may designate two or more individuals, at least one of whom shall be knowledgeable about financial reporting and another about law, who can, acting together, review Disclosure Statements when time does not permit full Committee review.

The Senior Officers at their option may, at any time and from time to time, assume any or all of the responsibilities of the Disclosure Committee identified in this Charter, including, for example, approving Disclosure Statements when time does not permit the full Committee (or the designated individuals) to meet or act.

 
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Chair

The Chief Financial Officer of the Corporation shall act as the Chair of the Committee (unless and until another member of the Committee shall be so appointed by any Senior Officer).

Meetings and Procedures

The Committee shall meet or act as frequently and as formally or informally as circumstances dictate to (i) ensure the accuracy, completeness and timeliness of the Disclosure Statements and (ii) evaluate the Disclosure Controls and Procedures and determine whether any changes to the Disclosure Controls and Procedures are necessary or advisable in connection with the preparation of the Reports or other Disclosure Statements, taking into account developments since the most recent evaluation, including material changes in the Corporation’s organization and business lines and any material change in economic or industry conditions.

The Committee shall adopt, whether formally or informally, such procedures as it deems necessary to facilitate the fulfillment of its responsibilities.

Full Access

The Committee shall have full access to all of the Corporation’s books, records, assets, facilities and personnel, including the internal auditors, in connection with fulfilling its responsibilities.

Charter Review

The Committee shall review and assess this Charter annually, and recommend any proposed changes to the Senior Officers for approval.

Interpretation

Any questions of interpretation regarding this Charter, or the Committee’s responsibilities or procedures, shall be determined initially by the Chair and, to the extent necessary, ultimately by the Senior Officers.
 
 
 
 
 
 
 
 

 

 
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