-----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, QlHf5z5NPlv/KpefWH4pUdQe6c5NZCP1sSvPlz98JTxt4F2laYAZW1QMzN/hCSbb WyJv+e3x3DB2VU7M0cNJzw== 0001002014-10-000548.txt : 20100810 0001002014-10-000548.hdr.sgml : 20100810 20100810125833 ACCESSION NUMBER: 0001002014-10-000548 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100331 FILED AS OF DATE: 20100810 DATE AS OF CHANGE: 20100810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coronus Solar 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-53697 FILM NUMBER: 101004311 BUSINESS ADDRESS: STREET 1: #1100-1200 WEST 73RD AVENUE CITY: VANCOUVER STATE: A1 ZIP: V6P 6G5 BUSINESS PHONE: 604-267-7078 MAIL ADDRESS: STREET 1: #1100-1200 WEST 73RD AVENUE CITY: VANCOUVER STATE: A1 ZIP: V6P 6G5 FORMER COMPANY: FORMER CONFORMED NAME: Coronus Solar Corp. DATE OF NAME CHANGE: 20091106 FORMER COMPANY: FORMER CONFORMED NAME: InsightfulMind Learning Inc. DATE OF NAME CHANGE: 20081029 FORMER COMPANY: FORMER CONFORMED NAME: Insightful Mind Learning Inc. DATE OF NAME CHANGE: 20081028 10-K/A 1 csi10ka1-3312010.htm CORONUS SOLAR INC. FORM 10-K/A-1 (6/30/2010) csi10ka1-3312010.htm




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

FORM 10-K/A-1

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2010

Commission file number   000-53697

CORONUS SOLAR INC.
(Exact name of registrant as specified in its charter)

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

1100-1200 West 73rd Avenue
Vancouver, British Columbia
Canada   V6P 6G5
(Address of principal executive offices, including zip code.)

604-267-7078
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to section 12(g) of the Act:
NONE
NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YES [   ]   NO [X]

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act:    YES [X]   NO [   ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 days.   YES [X]   NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [   ]   NO [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.   [   ]

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 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 Act). YES [X]   NO [   ]

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 March 31, 2010: $1,103,723.

As of June 23, 2010, 15,542,486 shares of the registrant’s common stock were outstanding.
 



 



 
 

 



EXPLANATION OF AMENDMENT

We incorrectly checked the box on the original filing to reflect we were not a “shell company” when in fact we are. This amended Form 10-K is filed to reflect that we are a “shell company”.





TABLE OF CONTENTS

 
Page
   
 
     
Exhibits and Financial Statement Schedules.
3
     
 
5
     
 
6

























-2-

 
 

 


PART IV

ITEM 15.                      EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

   
Incorporated by reference
 
Exhibit
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
 
           
3.6
Amended Articles of Incorporation (11/03/2009).
8-K
11/06/09
3.1
 
           
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
 
           
10.7
Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.
10-Q
11/02/09
10.7
 
           
10.8
Escrow Agreement between Insightfulmind Learning, Inc., Mark Burgert and Jefferson Thachuk.
8-K
11/06/09
10.1
 
           
14.1
Code of Ethics.
S-1
11/07/08
14.1
 
           
14.2
Amended Code of Ethics as of May 14, 2009.
10-K
6/05/09
14.2
 


-3-

 
 

 


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.
10-K
6/05/09
99.2
 
           
99.3
Disclosure Committee Charter.
10-K
6/05/09
99.3
 

































-4-

 
 

 


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 amended Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 10th day of August, 2010.

 
CORONUS SOLAR 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 amended 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,
August 10, 2010
Jefferson Thachuk
Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and Director
 
     
RAVEN KOPELMAN
Director and Chief Programmer
August 10, 2010
Raven Kopelman
   
     
DAVID HOLMES
Director
August 10, 2010
David Holmes
   
     
____________________________
Director
August ___, 2010
Kenneth Bogas
   














-5-

 
 

 

EXHIBIT INDEX

   
Incorporated by reference
 
Exhibit
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
 
           
3.6
Amended Articles of Incorporation (11/03/2009).
8-K
11/06/09
3.1
 
           
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
 
           
10.7
Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.
10-Q
11/02/09
10.7
 
           
10.8
Escrow Agreement between Insightfulmind Learning, Inc., Mark Burgert and Jefferson Thachuk.
8-K
11/06/09
10.1
 
           
14.1
Code of Ethics.
S-1
11/07/08
14.1
 
           
14.2
Amended Code of Ethics as of May 14, 2009.
10-K
6/05/09
14.2
 
           
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.
10-K
6/05/09
99.2
 
           
99.3
Disclosure Committee Charter.
10-K
6/05/09
99.3
 
-6-

 
 

 

EX-31.1 2 exh311.htm SARBANES-OXLEY 302 CERTIFICATION exh311.htm
Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Jefferson Thachuk, certify that:

1.      I have reviewed this amended Form 10-K/A-1 for the year ended March 31, 2010 of Coronus Solar 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:   August 10, 2010
JEFFERSON THACHUK
 
Jefferson Thachuk
 
Principal Executive Officer and Principal Financial Officer


 
 

 

EX-32.1 3 exh321.htm SARBANES-OXLEY 906 CERTIFICATION 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 Amended Annual Report of Coronus Solar Inc. (the "Company") on Form 10-K/A-1 for the year ended March 31, 2010, 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 10th day of August, 2010.


 
JEFFERSON THACHUK
 
Jefferson Thachuk
 
Chief Executive Officer and Chief Financial Officer




 
 
 

 







 
 

 

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