-----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, Ngz6kds7RnW5jCvV60mumspa875RKeMHB1Lm9t+HmDpCKed3qp+XUJhkn3FIZ9Ma 6SEg3RM1jFQPqWwewiPpNw== 0001002014-09-000702.txt : 20090820 0001002014-09-000702.hdr.sgml : 20090820 20090820125646 ACCESSION NUMBER: 0001002014-09-000702 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090819 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090820 DATE AS OF CHANGE: 20090820 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53697 FILM NUMBER: 091026131 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 8-K 1 imli8k81909.htm INSIGHTFULMIND LEARNING INC. FORM 8-K (8/19/09) imli8k81909.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
August 19, 2009

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

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

000-53697
(Commission File No.)

300-1055 West Hastings Street
Vancouver, British Columbia
Canada V6E 2E9
(Address of principal executive offices and Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 
 
 

ITEM 5.01
CHANGE IN CONTROL OF REGISTRANT.

On August 19, 2009, in a private transaction, our president, Jeff Thachuk, transferred 1,012,500 restricted shares of common stock owned by him (the “Transfer”) to Mark Burgert, the sole principal of Coronus Energy Corp. (“Coronus”), in connection with our proposed acquisition (the "Share Exchange") of all the issued and outstanding shares of Coronus from Mr. Burgert, as reported in our Form 8-K filed with the SEC on August 11, 2009.  Mr. Thachuk transferred the shares to Mr. Burgert for $1.00.  The completion of the Transfer is a condition precedent to the completion of the Share Exchange.

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 immediately prior to the transfer of shares to Mr. Burgert. 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%
     
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 10,000 shares of common stock at an exercise price of $0.13 per share.
   
(3)
Does not include stock options to acquire an additional 5,000 shares of common stock at an exercise price of $0.13 per share.
   
(4)
Does not include stock options to acquire an additional 5,000 shares of common stock at an exercise price of $0.13 per share.

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 immediately after the transfer of shares to Mr. Burgert. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.



-2-

 
 
 


 
Shares Beneficially Owned
Name of Beneficial Owner
Number
Percent of Class
Jefferson Thachuk
2,262,500(1)
33.41%
     
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)
2,277,500
33.63%
     
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
    
     
Mark Burgert
1,262,500
18.64%
    14446 North Bluff Road, White Rock, BC V4B 3C8
    

(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 10,000 shares of common stock at an exercise price of $0.13 per share.
   
(3)
Does not include stock options to acquire an additional 5,000 shares of common stock at an exercise price of $0.13 per share.
   
(4)
Does not include stock options to acquire an additional 5,000 shares of common stock at an exercise price of $0.13 per share.


ITEM 7.01      REGULATION FD DISCLOSURE.

On August 19, 2009, we issued a press release announcing the acquisition of 1,012,5000 shares of our common stock by Mark Burgert from Jeff Thachuk.


ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.

(d)
Exhibits
Document Description
 
 
99.1
Press release






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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated this 20th day of August, 2009.

 
INSIGHTFULMIND LEARNING, INC.
     
 
BY:
JEFF THACHUK
   
Jeff Thachuk
   
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and a Director




































-4-

 
 
 

EX-99.1 2 exh991.htm PRESS RELEASE exh991.htm

Exhibit 99.1

INSIGHTFULMIND LEARNING, INC.
 
Suite 300 - 1055 West Hastings Street
Vancouver, B.C.  V6E 2E9
Canada
Telephone  604-609-6152
Facsimile  604-684-6024
www.insightfulmind.com
 

 
NEWS RELEASE
 
For Immediate Release
 
 
 
OTCBB - IMNDF
ACQUISITION OF SHARES
 

Vancouver, B.C. – August 19, 2009 – Jeff Thachuk, President of InsightfulMind Learning, Inc., reports that Mr. Mark Burgert (the “Offeror”) acquired 1,012,500 common shares (the "Acquired Securities") of InsightfulMind Learning, Inc. (the "reporting issuer").  Mr. Burgert has ownership and control over all of the Acquired Securities.
 
Prior to the acquisition, the reporting issuer had 6,771,293 common shares issued and outstanding, of which Mr. Burgert had ownership or control over 250,000 common shares or 3.69% of the then issued and outstanding common shares of the reporting issuer.
 
After the acquisition, the reporting issuer had 6,771,293 common shares issued and outstanding, of which Mr. Burgert had ownership or control over 1,262,500 common shares (the "Offeror's Current Holdings") representing 18.64% of the then issued and outstanding common shares of the reporting issuer.
 
The Acquired Securities were acquired in a private transaction for $0.00000099 U.S. dollars per share.  Mr. Burgert acquired the Acquired Securities (the "Transfer") from Mr. Jeff Thachuk, the President of the reporting issuer, in connection with the reporting issuer's proposed acquisition (the "Share Exchange") of all the issued and outstanding shares of Coronus Energy Inc. ("Coronus") from Mr. Burgert.  Among other things, the completion of the Transfer is a condition precedent to the completion of the Share Exchange.
 
Pursuant to the Share Exchange, the reporting issuer will issue 1,000,000 common shares from treasury to Mr. Burgert in exchange for all of the issued and outstanding shares of Coronus.  The issuance of the 1,000,000 common shares is subject to shareholder approval.  Subject to the completion of the Share
 
 
 

 
 
InsightfulMind Learning, Inc.
 
 
News Release
 
 
Page 1 of 2
 
 
 
 

 
Exchange, the reporting issuer will further grant (the "Option Grant") to Mr. Burgert an option to acquire 175,000 common shares of the reporting issuer at a price of $0.13 U.S. dollars per share.
 
The Offeror acquired, and as set out above will acquire, securities of the reporting issuer for investment purposes and except as set out above has no present intention to acquire further securities of the reporting issuer, although the Offeror may in the future acquire or dispose of securities of the reporting issuer through the market, privately or otherwise, as circumstances or market conditions warrant.
 
On behalf of the Board of Directors,
 
InsightfulMind Learning, Inc.
 
“Jeff Thachuk ”
 
 
Jeff Thachuk
 
President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
InsightfulMind Learning, Inc.
 
 
News Release
 
 
Page 2 of 2

 
 
 

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