10-Q 1 imli10q63009.htm INSIGHTFULMIND LEARNING, INC. FORM 10-Q (6/30/09) imli10q63009.htm
 


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

FORM 10-Q

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

Commission file number   000-53697

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [X]     NO [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  July 28, 2009 - 6,771,293 shares of common stock.

 
 

 
 
 
 

PART I – FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

INSIGHTFULMIND LEARING, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
(Expressed in US Dollars)
         
   
June 30,
  
March 31,
   
2009
  
2009
   
(Unaudited)
  
(Audited)
         
ASSETS
        
CURRENT
        
 
Cash and cash equivalents
 $
3,925
 $
6,883
 
Goods and services tax receivable
  
902
  
3,111
 
Prepaid Expenses
  
1,666
  
1,706
         
TOTAL CURRENT ASSETS
  
6,493
  
 11,700
         
EQUIPMENT (Note 4)
  
330
  
 322
         
WEBSITE DEVELOPMENT COSTS (Note 5)
  
3,550
  
3,743
         
INTANGIBLE ASSET (Note 6)
  
270
  
 256
         
TOTAL ASSETS
 $
10,643
 $
 16,021
         
         
LIABILITIES
        
CURRENT
        
 
Accounts Payable and accrued liabilities
 $
11,151
 $
 10,385
 
Loan from a shareholder (Note 7)
  
 106,667
  
 86,494
         
TOTAL CURRENT LIABILITIES
  
 117,818
  
 96,879
         
STOCKHOLDERS' DEFICIENCY
        
SHARE CAPITAL(Note 8)
        
 
Authorized:
        
 
Unlimited voting common shares without par value
        
 
Issued and outstanding:
        
 
6,771,293 common shares
  
 681,999
  
 681,999
         
ADDITIONAL PAID IN CAPITAL
  
 262,783
  
 254,080
         
ACCUMULATED OTHER COMPREHENSIVE LOSS
  
 (4,168)
  
2,706
         
DEFICIT, accumulated during the development stage
  
(1,047,789)
  
(1,019,643)
         
TOTAL STOCKHOLDER'S (DEFICIENCY)
  
(107,175)
  
(80,858)
         
TOTAL LIABILITIES AND STOCKHOLDER'S (DEFICIENCY)
 $
10,643
 $
 16,021
         
CONTINGENT LIABILITIES (Note 9)
        
GOING CONCERN (Note 2)
        
(See accompanying notes to the financial statements)
F-1
 

 
-2-
 


INSIGHTFULMIND LEARING, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. Dollars)
(Unaudited)
         
       
 Cumulative from
       
 inception
   
 Three months ended June 30,
  
 (December 3, 2001) to
   
2009
  
2008
  
June 30, 2009
             
REVENUE
 $
159
 $
-
 $
1,661
             
EXPENSES
            
 
Amortization
  
533
  
2,341
  
 35,054
 
Consulting fee
  
-
  
-
  
 20,928
 
Interest on shareholder loan
  
992
  
293
  
5,974
 
Interest and bank charges
  
834
  
521
  
8,957
 
Office and miscellaneous
  
2,886
  
554
  
 19,620
 
Professional fees
  
14,066
  
21,298
  
 137,825
 
Repairs and maintenance
  
-
  
-
  
 869
 
Salaries and wages
  
7,744
  
9,963
  
 321,781
 
Stock based compensation
  
 -
  
-
  
 466,165
 
Telephone and utilities
  
296
  
342
  
9,784
 
Advertising and promotion
  
970
  
439
  
8,378
 
Write down in website development costs
  
 -
  
-
  
 14,145
             
   
28,321
  
35,751
  
 1,049,480
             
OTHER INCOME
            
 
Interest income
  
16
  
16
  
30
             
NET LOSS FOR THE PERIOD
  
 (28,146)
  
 (35,735)
  
 (1,047,789)
             
CURRENCY TRANSLATION ADJUSTMENT
  
(6,874)
  
199
  
 (4,168)
             
COMPREHENSIVE LOSS FOR THE PERIOD
 $
 (35,020)
 $
 (35,536)
 $
 (1,051,957)
             
Basic and diluted loss per share
 $
(0.00)
 $
(0.01)
    
             
Weighted average number of common shares outstanding - basic and diluted
  
6,771,293
  
6,771,293
    
             
(See accompanying notes to the financial statements)
F-2






 
-3-
 


 (A Development Stage Company)
 STATEMENTS OF IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 December 3, 2001 (inception) to June 30, 2009
 (Expressed in U.S. Dollars)
 (Unaudited)
           
     
DEFICIT
ACCUMULATED
  
     
ACCUMULATED
OTHER
TOTAL
   
ADDITIONAL
DURING
COMPREHENSIVE
STOCKHOLDERS'
 
COMMON STOCK
PAID-IN
DEVELOPMENT
INCOME
EQUITY
 
SHARES
AMOUNT
CAPITAL
STAGE
(LOSS)
 (DEFICIENCY)
 Stock issued for service at $0.105 per share
            
on December 5, 2001
37,500
3,931
 -
-
-
3,931
 Stock issued for cash at $0.0004 per share
      
 
    
 on December 5, 2001, revalued at $0.105 per share
3,375,000
353,767
 -
-
-
 353,767
 Stock issued for cash at $0.105 per share
            
on December 5, 2001
150,000
15,722
 -
-
-
15,722
 Stock-based compensation on 75,000 options granted
-
 -
 6,026
-
-
6,026
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
 -
 -
-
 (9)
 (9)
 
 (Loss) for the period
-
 -
 -
 (376,277)
-
(376,277)
 Balance, March 31, 2002
3,562,500
373,420
 6,026
 (376,277)
 (9)
3,160
             
 Stock issued for cash at $0.110 per share
            
 on April 5, 2002
117,647
12,916
 -
-
-
12,916
 Stock issued for cash at $0.145 per share
            
on June 18, 2002
44,445
6,458
 -
-
-
6,458
 Exercise of warrants at $0.110 per share
            
on August 15, 2002
117,647
12,916
 -
-
-
12,916
 Stock issued for cash at $0.145 per share
            
on December 16, 2002
22,222
3,229
 -
-
-
3,229
on January 10, 2003
22,223
3,229
 -
-
-
3,229
on January 21, 2003
44,445
6,458
 -
-
-
6,458
on March 7, 2003
102,845
14,944
 -
-
-
14,944
on March 13, 2003
13,822
2,008
 -
-
-
2,008
 Stock issued for debt at $0.145 per share
            
on January 15, 2003
11,111
1,615
 -
-
-
1,615
 Imputed interest from shareholder loan
-
 -
 340
-
-
340
 Stock-based compensation on 25,000 options granted
-
 -
 1,957
-
-
1,957
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
 -
 -
-
197
197
 
 (Loss) for the year
-
 -
 -
(67,360)
-
(67,360)
 Balance, March 31, 2003
4,058,907
437,194
 8,323
 (443,637)
188
2,068
             
 Stock issued for cash at $0.167 per share
            
on April 2, 2003
44,445
7,403
 -
-
-
7,403
on May 13, 2003
22,223
3,702
 -
-
-
3,702
on May 21, 2003
22,223
3,702
 -
-
-
3,702
on June 23, 2003
66,667
11,105
 -
-
-
11,105
on August 1, 2003
22,222
3,702
 -
-
-
3,702
on August 6, 2003
22,223
3,702
 -
-
-
3,702
on October 24, 2003
25,000
4,164
 -
-
-
4,164
on November 18, 2003
25,000
4,164
 -
-
-
4,164
 Stock issued for debt at $0.167 per share
            
on April 15, 2003
11,111
1,851
 -
-
-
1,851
on July 15, 2003
11,111
1,851
 -
-
-
1,851
on October 15, 2003
11,111
1,851
 -
-
-
1,851
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
 -
 -
-
(265)
(265)
 
 (Loss) for the year
-
 -
 -
(63,056)
-
(63,056)
 Balance, March 31, 2004
4,342,243
484,390
 8,323
 (506,693)
 (77)
(14,057)
             
Stock issued for cash at $0.078 per share
            
on June 15, 2004
600,000
47,054
 -
-
-
47,054
on June 30, 2004
200,000
15,685
 -
-
-
15,685
on December 17, 2004
755,000
59,210
 -
-
-
59,210
F-3

 
-4-
 


INSIGHTFULMIND LEARNING, INC.
 (A Development Stage Company)
 STATEMENTS OF IN STOCKHOLDERS' EQUITY (DEFICIENCY)
 December 3, 2001 (inception) to June 30, 2009
 (Expressed in U.S. Dollars)
 (Unaudited)
           
     
DEFICIT
ACCUMULATED
  
     
ACCUMULATED
OTHER
TOTAL
   
ADDITIONAL
DURING
COMPREHENSIVE
STOCKHOLDERS'
 
COMMON STOCK
PAID-IN
DEVELOPMENT
INCOME
EQUITY
 
SHARES
AMOUNT
CAPITAL
STAGE
(LOSS)
(DEFICIENCY)
 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)
             
 Forgiveness of debt by a director and shareholder
-
 -
 7,711
-
-
7,711
 Imputed interest from shareholder loan
-
 -
 992
-
-
992
 Stock-based compensation
-
 -
 -
-
-
-
 Comprehensive income (loss):
            
 
 Currency translation adjustment
-
 -
 -
-
 (6,874)
 (6,874)
 
 (Loss) for the period
-
 -
 -
(28,146)
-
(28,146)
 Balance, June 30, 2009
6,771,293
 $   681,999
 $       262,783
 $         (1,047,789)
 $                  (4,168)
 $          (107,175)
 (See accompanying notes to the financial statements)
F-4

 
-5-
 
INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
(Unaudited)
       
Cumulative from
       
inception
   
Three months ended June 30,
  
(December 3, 2001) to
   
2009
  
2008
  
June 30, 2009
             
OPERATING ACTIVITIES
            
 
Net (loss) for the period
 $
(28,146)
 $
(35,735)
 $
(1,047,789)
 
Adjustments to reconcile net loss to net cash
            
   
used in operating activities:
            
   
Amortization
  
533
  
 2,341
  
35,054
   
Foreign exchange gain/loss
  
50
  
 (2)
  
(23,646)
   
Forgiveness of debt
  
7,711
  
 8,911
  
 144,955
   
Imputed interests
  
992
  
 293
  
5,974
   
Share issued for services / debts
  
-
  
-
  
26,301
   
Stock based compensation
  
-
  
-
  
 466,165
   
Write down of website development costs
  
-
  
-
  
14,145
 
Changes in non-cash working capital:
            
   
Goods and service tax receivable
  
2,461
  
 3,358
  
 (40)
   
Prepaid expenses
  
183
  
(111)
  
12,537
   
Accounts payables and accrued liabilities
  
(107)
  
 16,332
  
9,270
             
NET CASH USED IN OPERATING ACTIVITIES
  
(16,324)
  
 (4,613)
  
(357,075)
             
INVESTING ACTIVITIES
            
 
Equipment
  
-
  
-
  
 (1,871)
 
Website development costs
  
-
  
-
  
(44,393)
 
Intangible asset
  
-
  
-
  
(369)
             
NET CASH USED IN INVESTING ACTIVITIES
  
-
  
-
  
(46,633)
             
FINANCING ACTIVITIES
            
 
Issuance of common shares
  
-
  
-
  
 299,431
 
Loan from a shareholder
  
12,852
  
 4,951
  
 108,250
             
NET CASH FROM FINANCING ACTIVITIES
  
12,852
  
 4,951
  
 407,681
             
EFFECT OF EXCHANGE RATE ON CASH
  
514
  
-
  
 (48)
             
NET INCREASE (DECREASE) IN CASH
  
(2,958)
  
 338
  
3,925
             
CASH AND CASH EQUIVALENTS
            
 (BANK INDEBTEDNESS) - Beginning of Period
  
6,883
  
 (26)
  
-
             
CASH AND CASH EQUIVALENTS - End of Period
 $
3,925
 $
 312
 $
3,925
             
SUPPLEMENTAL CASH FLOWS INFORMATION
            
 
Interest expense
  
-
  
-
    
 
Taxes
  
-
  
-
    
NON-CASH FINANCING ACTIVITIES
            
 
None
  
-
  
-
    
 
(See accompanying notes to the financial statements)
F-5
 
 
 
-6-
 
 
INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


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:

 
June 30,
  
March 31,
 
2009
  
2009
       
Working capital (deficit)
 $
(111,325)
  
 $
(85,179)
Deficit
  
(1,047,789)
    
  1,019,643
F-6

 
-7-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


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. Accumulated translation adjustments are reported as a separate component of other comprehensive income (loss) in the statement of stockholders’ equity (deficiency).

(d) Cash and cash equivalents

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

 



F-7

 
-8-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


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 June 30, 2009, the Company had $nil (March 31, 2009 - $nil) in a bank beyond insured limits.

(g) Website development costs

Website development costs are for the development of the Company's corporate website and web-based courses. These costs have been capitalized when acquired or developed, and installed, and are being amortized over their estimated useful life of three years on a straight line basis. The Company accounts for these costs in accordance with EITF 00-2, Accounting for Website Development Costs, which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Amortization expense totals to $505 (2008: $2,324) for the three months ended June 30, 2009.

(h) Intangible assets

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

On April 1, 2009, the Company adopted FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). This standard is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”) and other GAAP. The measurement provisions of this standard applied only to intangible assets acquired after the effective date.
F-8

 
-9-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


Note 3 – Summary of Significant Accounting Policies - Continued

(i) Impairment of long lived assets

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

(j) Asset retirement obligation

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

(k) Advertising expenses

Advertising costs are expensed as incurred. Advertising expense for the three months ended June 30, 2009 was $970 (2008: $439).

(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-9

 
-10-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


Note 3 – Summary of Significant Accounting Policies - Continued

(m) Loss per share

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

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

(n) Income taxes

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






F-10

 
-11-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


Note 3 – Summary of Significant Accounting Policies - Continued

(o) Fair value of financial instruments

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

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

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

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

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

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

On April 1, 2009, the Company adopted the FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, which addresses the application of Statement of Financial Accounting Standards (“SFAS”) No.157 for illiquid financial instruments.FSP FAS 157-3 clarifies that approaches to determining fair value other than the market approach may be appropriate when the market for a financial asset is not active.The adoption of FSP FAS 157-3 does not have a material effect on the Company’s financial statements.
F-11

 
-12-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


Note 3 – Summary of Significant Accounting Policies - Continued

(o) Fair value of financial instruments - Continued

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

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

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

(p) Comprehensive income (loss)

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

(q) Revenue recognition

The Company’s revenue consists of sales of internet educational courses to end-users through the Company’s website which is recognized when services are rendered and payments are received or rights to receive consideration are obtained and collection of consideration is reasonably assured.
F-12

 
-13-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


Note 3 – Summary of Significant Accounting Policies(Continued)

(r ) Subsequent Events

In May 2009, the Financial Accounting Standards Board (“FASB”) issued FASB No. 165, Subsequent Events (“SFAS 165”). SFAS 165 establishes general standards of accounting for disclosing events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for selecting that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of the standard does not have a material impact on the Company.

(s) Recent Accounting Pronouncements
 
In June 2009, the FASB issued FASB No. 168 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP in the United States. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of the standard will not have a material impact on the Company.

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

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 June 30, 2009 and March 31, 2009 is summarized as follows:

   
Accumulated
Net book
June 30, 2009
Cost
depreciation
value
       
Office equipment
 $
1,180
 $
937
 $
243
Computer equipment
  
 903
  
 816
  
   87
 
 $
2,083
 $
1,753
 $
330


F-13

 
-14-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


Note 4 – Equipment - Continued

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

Note 5 - Website Development Costs

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

   
Accumulated
Net book
June 30, 2009  
Cost
amortization
value
             
Website development costs 
$
  23,992
$
  20,442
$
 3,550

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

Note 6 - Intangible Assets

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

   
Accumulated
Net book
June 30, 2009  
Cost
amortization
value
       
Trademark  
$
 327
$
  57
$
  270

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


F-14

 
-15-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


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 $992 (2008 - $293) for the three months ended June 30, 2009.

A director and shareholder of the Company waived $7,711 ($8,911) of the management fee payable for his services rendered during the period ended June 30, 2009. The amount was recorded as additional paid in capital during the period ended June 30, 2009.

Note 8 - Stockholders’ Equity

(a) Common Stock

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

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

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

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

For the fiscal year ended March 31, 2005, the Company (i) issued 600,000 units for cash at $0.078 per unit for total proceeds of $47,054; and (ii) issued 955,000 common shares for cash at $0.078 per share for total proceeds of $74,895. Each unit consisted of one common share and one share purchase warrant with an exercise price at $0.078 per share. The Company adopted the residual approach and allocated the total proceeds to the common stocks and $nil to the share purchase warrants.
F-15

 
-16-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


Note 8 - Stockholders’ Equity - Continued

(a) Common Stock - Continued

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

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

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

(b) Stock Options

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

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

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 three-months ended June 30, 2009 and year ended March 31, 2009.

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


F-16

 
-17-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


Note 8 - Stockholders’ Equity - Continued

(b) Stock Options - Continued

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

 
Options Outstanding
   
Weighted
   
average
 
Number of
exercise
 
shares
price
     
Balance, June 30, 2009 and March 31, 2009
   650,000
$
0.13

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

   
Outstanding
  
Exercisable
       
Weighted
            
   
Number
  
Average
  
Weighted
  
Number
  
Weighted
Range of
  
Outstanding at
  
Remaining
  
Average
  
Exercisable at
  
Average
Exercise
  
June 30,
  
Contractual
  
Exercise
  
June 30,
  
Exercise
Prices
  
2009
  
Life (Years)
  
Price
  
2009
  
Price
                     
$
  0.13
  
   550,000
  
6.88
  
$
0.13
  
  550,000
  
$
 0.13
 0.14
  
75,000
  
2.56
  
    0.14
  
    75,000
  
0.14
 0.21
  
25,000
  
2.86
  
    0.21
  
    25,000
  
0.21
$0.13 - $0.21
  
   650,000
  
6.23
  
    0.13
  
  650,000
  
0.13











F-17

 
-18-
 

INSIGHTFULMIND LEARNING, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2009
(Unaudited)


Note 8 - Stockholders’ Equity - Continued

(b)Stock Options - Continued

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

Note 9 - Contingent Liabilities

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

Note 10 - Related Party Transactions

During the three months ended June 30, 2009, the Company paid $343 (2008: $396) in director fees to the directors of the Company.

During the three months ended June 30, 2009, included in accrued salary, $7,711 (2008: $8,911) of management fees were forgiven by a director of the Company and credited to the additional paid-in capital.

During the three months ended June 30, 2009, the director and shareholder to whom the Company is indebted regarding the loan from a shareholder (Note 7), lent the Company an additional CAD$15,000 (March 31, 2009 – CAD $80,000) for working capital. The additional CAD$15,000 (March 31, 2009 – CAD $80,000) loan is unsecured, non-interest bearing and due on demand.

See Note 7.

F-18

 
-19-
 

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

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

Plan of Operation

Estimates and Assumptions

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

Trends Affecting Our Business

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

Plan of Operation For The Next Twelve Months

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 preparing for the commencement of the 2009/2010 school year in September. In the third week of September, once the teacher and student population has settled down, we intend to launch a fresh, personalized email campaign targeting the roughly 8,000 senior-level high school math department chairs and principals in our contact management database. We intend to support this campaign with 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. Concurrently, we 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. As in the past, we will continue with our two search marketing campaigns: 1) the Google AdWords campaign and 2) the Yahoo! Sponsored Search campaign.


 
-20-
 

Results of Operations

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

We achieved revenue of $159 for the three months ended June 30, 2009 compared to no revenue ($nil) for the three months ended June 30, 2008. The $159 in revenue was attributable to sales of our current course, MathNote SAT®, which we launched on May 7, 2008. Our first sale occurred on July 3, 2008, subsequent to the quarter end. Prior to the launch we offered no other courses for sale. Accordingly, we achieved no revenue ($nil) for the three months ended June 30, 2008.

Amortization expense decreased by $1,808 or 77% from $2,341 for the three months ended June 30, 2008 to $533 for the three months ended June 30, 2009. The Company's website development was substantially completed in October 2005, and the capitalized cost related thereto was amortized over three years. Accordingly, this cost was fully amortized at the end of December 31, 2008.

Interest on shareholder loan increased by $699 or 239% from $293 for the three months ended June 30, 2008 to $992 for the three months ended June 30, 2009. The reason for the increase was the result of further loans made to the Company by the shareholder, a director of the Company, over the course of the year. Although the shareholder loan is non-interest bearing, the Company charges imputed interest of 4% per annum and records the interest as additional paid in capital.

Interest and bank charges expense increased by $313 or 60% from $521 for the three months ended June 30, 2008 to $834 for the three months ended June 30, 2009. The reason for the increase was a finance charge applied against an outstanding payable as of June 30, 2009.

Office and miscellaneous expense increased by $2,332 or 421% from $554 for the three months ended June 30, 2008 to $2,886 for the three months ended June 30, 2009. The reason for the increase was that we incurred $2,268 in transfer agency and filing fees during the current quarter, and incurred no such costs in the comparative quarter as the Company became a reporting issuer on December 24, 2008, registering for resale up to 3,496,293 shares of its common stock by existing shareholders.

Professional fees decreased by $7,232 or 34% from $21,298 for the three months ended June 30, 2008 to $14,066 for the three months ended June 30, 2009. The reason for the decrease was that we didn’t incur the accounting costs we incurred during the three months ended June 30, 2008, where we converted our financial statements, from inception, from Canadian dollar and Canadian GAAP reporting, to U.S. dollar and U.S. GAAP reporting.

Salaries and wages decreased by $2,219 or 22% from $9,963 for the three months ended June 30, 2008 to $7,744 for the three months ended June 30, 2009. The reason for the decrease was that we did not perform any programming development work on our current course during the three months ended June 30, 2009, as we had finished developing the course on or around the time we had first offered it for sale on May 7, 2008.




 
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Advertising and promotion expense increased by $531 or 121% from $439 for the three months ended June 30, 2008 to $970 for the three months ended June 30, 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 AdWords, which we commenced on May 8, 2008, and the other with Yahoo! Sponsored Search, which we commenced on June 12, 2008. With the campaigns, we surface as a sponsored link on Google and Yahoo!, where certain keywords, such as “SAT math”, are searched. For the three months ended June 30, 2008, our advertising and promotional expense was less as a result of the search marketing campaigns only being active for part of the quarter.

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

Loan from a shareholder increased by $20,173 or 23% from $86,494 at March 31, 2009 to $106,667 at June 30, 2009. The reason for the increase was the result of further loans made to the Company by the shareholder, a director of the Company, over the course of the period, for working capital.

Limited Operating History; Need for Additional Capital

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

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

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

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

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

Liquidity and Capital Resources

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


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

As a consequence of shareholder loans, we are currently indebted to our principal executive officer, who serves also as a director, in the amount of $106,667 through June 30, 2009. Our principal executive officer has verbally agreed to not seek repayment until such time as we are generating sufficient revenues to allow for the repayment of the debt without putting an undue burden on our retained earnings, or until such time as we have raised sufficient capital to eliminate our working capital deficiency. Additionally, our principal executive earns a salary of $3,000 Canadian dollars per month, but forgives this salary when due, and has done so for the past three years. Our principal executive officer has verbally agreed to not seek payment of his salary until such time as we are generating sufficient revenues to allow for the payment of the salary without putting an undue burden on our retained earnings, or until such time as we have raised sufficient capital to fund our business plans.

As of June 30, 2009, our total current assets were $6,493 and our total current liabilities were $117,818 resulting in a working capital deficit of $111,325.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Critical Accounting Policies

There have been no material changes in our existing accounting policies and estimates from the disclosures included in our 2009 Form 10-K, except for the newly adopted accounting policies as disclosed in the interim financial statements.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.
CONTROLS AND PROCEDURES.

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

 
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PART II. OTHER INFORMATION

ITEM 1A.
RISK FACTORS.

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

ITEM 6.
EXHIBITS.

The following documents are included herein:

Exhibit No.
Document Description
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.


 
 
 
 
 
 
 
 
 
 
 

 




 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 29th day of July, 2009.

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

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
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EXHIBIT INDEX


Exhibit No.
Document Description
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
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