-----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, B+r5AawMnIyBJ9vz3Ee9kKn22bdwSvx9aTkLQqVSteFFLBrh0z7dkRxhwl17L7qy tb9Mi/LQ8E/cU/qPKaycvw== 0001002014-10-000550.txt : 20100810 0001002014-10-000550.hdr.sgml : 20100810 20100810134358 ACCESSION NUMBER: 0001002014-10-000550 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100630 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-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53697 FILM NUMBER: 101004445 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-Q 1 csi10q-6302010.htm CORONUS SOLAR INC. FORM 10-Q (6/30/2010) csi10q-6302010.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, 2010
   
OR
 
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number   000-53697

CORONUS SOLAR INC.
formerly, INSIGHTFULMIND LEARNING, 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
(telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 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 (SS 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 [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. (Check one):

 
Large Accelerated Filer
[   ]
 
Accelerated Filer
[   ]
 
Non-accelerated Filer
[   ]
 
Smaller Reporting Company
[X]
 
(Do not check if 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 [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:   15,542,586 as of August 2, 2010.
 



 

 
 

 












-2-
 
 

 


PART I – FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(Expressed in US Dollars)
(Unaudited)
 
 
   
June 30,
 
March 31,
   
2010
 
2010
   
(Unaudited)
 
(Audited)
ASSETS
       
CURRENT
       
 
Cash and cash equivalents
$
48,608
$
1,294
 
Goods and services tax receivable
 
2,090
 
1,498
 
Prepaid expenses and deposit
 
566
 
638
           
TOTAL CURRENT ASSETS
 
51,264
 
3,430
         
EQUIPMENT (Note 8)
 
279
 
309
         
INTANGIBLE ASSET (Note 9)
 
16,722
 
18,514
         
TOTAL ASSETS
$
68,265
$
22,253
         
         
LIABILITIES
       
CURRENT
       
 
Accounts payable and accrued liabilities
$
50,563
$
44,344
 
Loan from a shareholder (Note 10)
 
207,430
 
154,096
         
TOTAL CURRENT LIABILITIES
 
257,993
 
198,440
         
STOCKHOLDERS' DEFICIENCY
       
SHARE CAPITAL(Note 11)
       
 
Authorized:
       
 
Unlimited voting common shares without par value
       
 
Issued and outstanding:
       
 
15,542,586 common shares
 
692,751
 
692,751
         
ADDITIONAL PAID IN CAPITAL
 
337,880
 
329,122
         
ACCUMULATED OTHER COMPREHENSIVE LOSS
 
(14,338)
 
(23,237)
         
DEFICIT, accumulated during the development stage
 
(1,206,021)
 
(1,174,823)
         
TOTAL STOCKHOLDERS' DEFICIENCY
 
(189,728)
 
(176,187)
         
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY
$
68,265
$
22,253
         
CONTINGENT LIABILITIES (Note 12)
       
GOING CONCERN (Note 2)
       

(See accompanying notes to the financial statements)
F-1

-3-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. Dollars)
(Unaudited)
 
       
Cumulative from
       
inception
   
Three months ended June 30,
 
(December 3, 2001) to
   
2010
 
2009
 
June 30, 2010
             
REVENUE
$
-
$
159
$
1,751
             
EXPENSES
           
 
Amortization
 
1,810
 
533
 
40,500
 
Consulting fee
 
-
 
-
 
20,928
 
Interest on shareholder loan
 
1,608
 
992
 
11,587
 
Interest and bank charges
 
377
 
834
 
10,997
 
Office and miscellaneous
 
4,671
 
2,886
 
34,601
 
Professional fees
 
13,896
 
14,066
 
207,760
 
Repairs and maintenance
 
-
 
-
 
869
 
Salaries and wages
 
8,758
 
7,744
 
355,951
 
Stock based compensation
 
-
 
-
 
492,309
 
Telephone and utilities
 
78
 
296
 
10,935
 
Advertising and promotion
 
-
 
970
 
8,922
 
Write down in website development costs
 
-
 
-
 
17,390
 
Write-off trademark cost
 
-
 
-
 
279
             
   
31,198
 
28,321
 
1,213,028
             
OTHER INCOME
           
 
Interest income
 
-
 
16
 
31
 
Debt forgiven
 
-
 
-
 
5,225
             
   
-
 
16
 
5,256
             
NET LOSS FOR THE PERIOD
 
(31,198)
 
(28,146)
 
(1,206,021)
             
CURRENCY TRANSLATION ADJUSTMENT
 
8,899
 
(6,874)
 
(14,338)
             
COMPREHENSIVE LOSS FOR THE PERIOD
$
(22,299)
$
(35,020)
$
(1,220,359)
             
Basic and diluted loss per share
$
(0.00)
$
(0.00)
   
             
Weighted average number of common shares
           
outstanding - basic and diluted
 
15,542,586
 
13,542,586
   




(See accompanying notes to the financial statements)
F-2


-4-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
December 3, 2001 (inception) to June 30, 2010
(Expressed in U.S. Dollars)
 
     
DEFICIT
ACCUMULATED
 
     
ACCUMULATED
OTHER
TOTAL
   
ADDITIONAL
DURING
COMPREHENSIVE
STOCKHOLDERS'
 
COMMON
PAID-IN
DEVELOPMENT
INCOME
EQUITY
 
SHARES
AMOUNT
CAPITAL
STAGE
(LOSS)
(DEFICIENCY)
             
Stock issued for service at $0.0525 per share
           
    on December 5, 2001
75,000
3,931
-
-
-
3,931
Stock issued for cash at $0.0002 per share
           
    on December 5, 2001, revalued at $0.0525 per share
6,750,000
353,767
-
-
-
353,767
Stock issued for cash at $0.0525 per share
           
    on December 5, 2001
300,000
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
7,125,000
373,420
6,026
(376,277)
(9)
3,160
             
Stock issued for cash at $0.055 per share
           
    on April 5, 2002
235,294
12,916
-
-
-
12,916
Stock issued for cash at $0.0725 per share
           
    on June 18, 2002
88,890
6,458
-
-
-
6,458
Exercise of warrants at $0.055 per share
           
    on August 15, 2002
235,294
12,916
-
-
-
12,916
Stock issued for cash at $0.0725 per share
           
    on December 16, 2002
44,444
3,229
-
-
-
3,229
    on January 10, 2003
44,446
3,229
-
-
-
3,229
    on January 21, 2003
88,890
6,458
-
-
-
6,458
    on March 7, 2003
205,690
14,944
-
-
-
14,944
    on March 13, 2003
27,644
2,008
-
-
-
2,008
Stock issued for debt at $0.0725 per share
           
    on January 15, 2003
22,222
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
8,117,814
437,194
8,323
(443,637)
188
2,068
             
Stock issued for cash at $0.0835 per share
           
    on April 2, 2003
88,890
7,403
-
-
-
7,403
    on May 13, 2003
44,446
3,702
-
-
-
3,702
    on May 21, 2003
44,446
3,702
-
-
-
3,702
    on June 23, 2003
133,334
11,105
-
-
-
11,105
    on August 1, 2003
44,444
3,702
-
-
-
3,702
    on August 6, 2003
44,446
3,702
-
-
-
3,702
    on October 24, 2003
50,000
4,164
-
-
-
4,164
    on November 18, 2003
50,000
4,164
-
-
-
4,164
Stock issued for debt at $0.0835 per share
           
    on April 15, 2003
22,222
1,851
-
-
-
1,851
    on July 15, 2003
22,222
1,851
-
-
-
1,851
    on October 15, 2003
22,222
1,851
-
-
-
1,851
Comprehensive income (loss):
           
 
Currency translation adjustment
-
-
-
-
(265)
(265)
 
(Loss) for the year
-
-
-
(63,056)
-
(63,056)


(See accompanying notes to the financial statements)
F-3

-5-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
December 3, 2001 (inception) to June 30, 2010
(Expressed in U.S. Dollars)
 
     
DEFICIT
ACCUMULATED
 
     
ACCUMULATED
OTHER
TOTAL
   
ADDITIONAL
DURING
COMPREHENSIVE
STOCKHOLDERS'
 
COMMON
PAID-IN
DEVELOPMENT
INCOME
EQUITY
 
SHARES
AMOUNT
CAPITAL
STAGE
(LOSS)
(DEFICIENCY)
             
Balance, March 31, 2004
8,684,486
484,390
8,323
(506,693)
(77)
(14,057)
             
Stock issued for cash at $0.039 per share
           
    on June 15, 2004
1,200,000
47,054
-
-
-
47,054
    on June 30, 2004
400,000
15,685
-
-
-
15,685
    on December 17, 2004
1,510,000
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
11,794,486
606,339
12,244
(572,145)
(12,924)
33,514
             
Exercise of warrants at $0.042 per share
           
    on July 28, 2005
200,000
8,385
-
-
-
8,385
    on September 14, 2005
100,000
4,193
-
-
-
4,193
Stock issued for debt at $0.042 per share
           
    on March 15, 2006
395,600
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
12,490,086
635,502
79,364
(684,918)
(11,865)
18,083
             
Stock issued for cash at $0.044 per share
           
    on November 24, 2006
600,000
26,369
-
-
-
26,369
    on December 7, 2006
400,000
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
13,490,086
679,450
119,877
(750,348)
(11,973)
37,006
             
Stock issued for debt at $0.0485 per share
           
    on May 4, 2007
52,500
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
13,542,586
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)

(See accompanying notes to the financial statements)
F-4

-6-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
December 3, 2001 (inception) to June 30, 2010
(Expressed in U.S. Dollars)
 
           
     
DEFICIT
ACCUMULATED
 
     
ACCUMULATED
OTHER
TOTAL
   
ADDITIONAL
DURING
COMPREHENSIVE
STOCKHOLDERS'
 
COMMON
PAID-IN
DEVELOPMENT
INCOME
EQUITY
 
SHARES
AMOUNT
CAPITAL
STAGE
(LOSS)
(DEFICIENCY)
             
Balance, March 31, 2009
13,542,586
 
681,999
 
254,080
 
(1,019,643)
 
2,706
 
(80,858)
                       
Stock issued for acquisition of Coronus Energy Corp.
                     
    on November 2, 2009
2,000,000
 
10,752
 
10,886
 
-
 
-
 
21,638
Forgiveness of debt by a director and shareholder
-
 
-
 
33,015
 
-
 
-
 
33,015
Imputed interest from shareholder loan
-
 
-
 
4,997
 
-
 
-
 
4,997
Stock-based compensation
-
 
-
 
26,144
 
-
 
-
 
26,144
Comprehensive income (loss):
                     
 
Currency translation adjustment
-
 
-
 
-
 
-
 
(25,943)
 
(25,943)
 
(Loss) for the year
-
 
-
 
-
 
(155,180)
 
-
 
(155,180)
                       
Balance, March 31, 2010
15,542,586
$
692,751
$
329,122
$
(1,174,823)
$
(23,237)
$
(176,187)
                       
Forgiveness of debt by a director and shareholder
-
 
-
 
8,758
 
-
 
-
 
8,758
Comprehensive income (loss):
                     
 
Currency translation adjustment
-
 
-
 
-
 
-
 
8,899
 
8,899
 
(Loss) for the period
-
 
-
 
-
 
(31,198)
 
-
 
(31,198)
                       
Balance, June 30, 2010 (Unaudited)
15,542,586
$
692,751
$
337,880
$
(1,206,021)
$
(14,338)
$
(189,728)





 














(See accompanying notes to the financial statements)
F-5


-7-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
(Unaudited)
 
       
Cumulative from
       
inception
   
Three months ended June 30,
 
(December 3, 2001) to
   
2010
 
2009
 
June 30, 2010
             
OPERATING ACTIVITIES
           
 
Net (loss) for the period
$
(31,198)
$
(28,146)
$
(1,206,021)
 
Adjustments to reconcile net loss to net cash
           
   
used in operating activities:
           
   
Amortization
 
1,810
 
533
 
40,500
   
Foreign exchange gain/loss
 
36
 
50
 
(23,394)
   
Forgiveness of debt
 
8,758
 
7,711
 
184,242
   
Imputed interests
 
-
 
992
 
9,979
   
Share issued for services / debts
 
-
 
-
 
26,301
   
Stock based compensation
 
-
 
-
 
492,309
   
Write down of website development costs
 
-
 
-
 
17,390
   
Write-off trademark cost
 
-
 
-
 
279
 
Changes in non-cash working capital:
           
   
Goods and service tax receivable
 
(676)
 
2,461
 
(977)
   
Prepaid expenses
 
50
 
183
 
13,775
   
Accounts payables and accrued liabilities
 
13,101
 
(107)
 
47,309
                 
NET CASH USED IN OPERATING ACTIVITIES
 
(8,119)
 
(16,323)
 
(398,308)
             
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
 
61,029
 
12,852
 
199,989
             
NET CASH FROM FINANCING ACTIVITIES
 
61,029
 
12,852
 
499,420
             
EFFECT OF EXCHANGE RATE ON CASH
 
(5,596)
 
513
 
(5,871)
             
NET INCREASE (DECREASE) IN CASH
 
47,314
 
(2,958)
 
48,608
             
 
           
CASH AND CASH EQUIVALENTS - Beginning of Period
 
1,294
 
6,883
 
-
             
CASH AND CASH EQUIVALENTS - End of Period
$
48,608
$
3,925
$
48,608
             
SUPPLEMENTAL CASH FLOWS INFORMATION
           
 
Interest expense
$
-
$
-
$
646
 
Taxes
$
-
$
-
$
-
             
NON-CASH FINANCING ACTIVITIES
           
 
Issuance of common shares for acquisition of
$
-
$
-
$
21,638
   
Coronus Energy Corp.
           
 
Establishment of intangible asset through acquisition
$
-
$
-
$
21,500
   
of Coronus Energy Corp.
           

(See accompanying notes to the financial statements)
F-6

-8-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 1 – Nature of Operations

Coronus Solar 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 and was further changed to Coronus Solar Inc. on November 3, 2009.

The Company’s intention is to deploy and operate utility-scale solar power systems in the State of California, U.S.A. The Company is located in the City of Vancouver, Province of British Columbia, Canada.

On November 2, 2009, the Company completed an agreement (the “Share Purchase Agreement”) to acquire all of the issued and outstanding shares of Coronus Energy Corp. (“Coronus”), a start-up stage company founded to deploy and operate utility-scale solar power systems in the State of California. Under the Share Purchase Agreement, the Company acquired all of the outstanding shares of Coronus in exchange for 2,000,000 (post stock forward split) common shares of the Company, at a deemed value of $0.025 per share.

Under the Share Purchase Agreement, 2,025,000 (post stock forward split) common shares of the Company held by Mr. Jeff Thachuk, President of the Company, were transferred to Mr. Mark Burgert, the sole principal of Coronus, for $1, on August 19, 2009 and an aggregate of 905,000 (post stock forward split) stock options of the Company held by various persons were cancelled on August 10, 2009. Mr. Thachuk was appointed as a director and the Chairman, CEO, CFO, Secretary and Treasurer of Coronus, with Mr. Burgert continuing to hold the office of President of Coronus.

The Company has engaged Mr. Burgert as a consultant, and in consideration for this engagement, granted to Mr. Burgert an aggregate of 350,000 (post stock forward split) options exercisable at a price of $0.065 per share. Additionally, the 9,050,000 (post stock forward split) common shares of the Company that are now collectively held between Messrs. Thachuk and Burgert have been placed into voluntary escrow, to be released to each of them on the basis of one common share each for each $0.50 earned in revenue by the Company on a consolidated basis.

On November 3, 2009, the Company carried out a 2 for 1 forward stock split of the Company’s issued and outstanding shares of common stock.  These consolidated financial statements of the Company have been restated to reflect the 2 for 1 stock forward split.

Note 2 – Basis of Presentation – Going Concern Uncertainties

The Company is considered a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") Topic 915 “Development Stage Entities”. The accompanying unaudited consolidated interim 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.

F-7

-9-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 2 – Basis of Presentation – Going Concern Uncertainties -- Continued

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,
 
2010
 
2010
       
Working capital (deficit)
$
(206,729)
 
$
(195,010)
Deficit
 
1,206,021
   
1,174,823

Note 3 - Basis of Presentation

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with the instruction from Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and notes normally provided in the audited financial statements and should be read in conjunction with the Company’s audited financial statements for fiscal year ended March 31, 2010 filed with the United States Securities and Exchange Commission. The result of operations for the interim periods presented is not necessarily indicative of the results to be expected for the full year.

The accompanying unaudited consolidated interim balance sheets, statements of operations, stockholders’ equity and cash flows reflected all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of the Company, at June 30, 2010, and the results of operations and cash flows for the three months ended June 30, 2010, and for the period from December 3, 2001 (Date of Commencement) to June 30, 2010.

Note 4 - Accounting Pronouncements Adopted During the Period

(i) Transfers of Financial Assets

On April 1, 2010, the Company adopted FASB ASC Topic 860, “Transfers and Servicing”. ASC Topic 860 requires additional disclosures about the transfer and derecognition of financial assets. The adoption of the standard did not have a material impact on the Company.

F-8

-10-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 4 - Accounting Pronouncements Adopted During the Period - Continued

(ii) Consolidation of Variable Interest Entities

On April 1, 2010, the Company adopted FASB issued ASC Topic 810, “Consolidation”, which improves financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. The adoption of ASC Topic 810, “Consolidation” did not have a material impact on the Company’s financial condition, results of operations and cash flows.

(iii) Multiple-Deliverable Revenue Arrangements

On April 1, 2010, the Company adopted ASC Update No. 2009-13, “Multiple-Deliverable Revenue Arrangements” (“ASC 2009-13”) on a prospective basis.  ASC 2009-13, amends existing revenue recognition accounting pronouncements that are currently within the scope of FASB Accounting Standards Codification, or ASC, Subtopic 605-25, (previously included within EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables).This consensus provides for two significant changes to the existing multiple element revenue recognition guidance.  First, this guidance deletes the requirement to have objective and reliable evidence of fair value for undelivered elements in an arrangement and wi ll result in more deliverables being treated as separate units of accounting.  The second change modifies the manner in which the transaction consideration is allocated across the separately identified deliverables.

These changes may result in entities recognizing more revenue up-front, and entities will no longer be able to apply the residual method and defer the fair value of undelivered elements. Upon adoption of these new rules, each separate unit of accounting must have a selling price, which can be based on management’s estimate when there is no other means to determine the fair value of that undelivered item, and the arrangement consideration is allocated based on the elements’ relative selling price.  The adoption of this new standard did not have a material impact on the financial statements.

(iv) Certain Arrangements that Include Software Elements

On April 1, 2010, the Company adopted ASC No. 2009-14, Applicability of SOP 97-2 to Certain Arrangements that Include Software Elements (formerly EITF Issue No. 09-3, Certain Revenue Arrangements that Include Software Elements), which amends the existing accounting guidance for how entities account for arrangements that include both hardware and software, which typically resulted in the sale of hardware being accounted for under the software revenue recognition rules. This accounting guidance changes revenue recognition for tangible products containing software elements and non-software elements. The tangible element of the product is always outside of the scope of the software revenue recognition rules, and the s oftware elements of tangible products when the software element and non-software elements function together to deliver the product’s essential functionality are outside of the scope of the software rules. As a result, both the hardware and qualifying related software elements are excluded from the scope of the software revenue guidance and accounted for under the revised multiple-element revenue recognition guidance. The adoption of this new standard did not have a material impact on the financial statements.


F-9

-11-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 4 - Accounting Pronouncements Adopted During the Period - Continued

(v) Improving Disclosures About Fair Value Measurements

On April 1, 2010, the Company adopted ASU 2010-06, “Fair Value Measurements and Disclosures (ASC 820): Improving Disclosures about Fair Value Measurements”.  This update will require (1) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (2) information about purchases, sales, issuances and settlements to be presented separately (i.e., present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs).This guidance clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value and requires disclosures about the valuation tech niques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. The adoption of this new standard did not have a material impact on the financial statements.

Note 5 - New Accounting Pronouncements

(i) Derivatives and Hedging - Scope Exception Related to Embedded Credit Derivatives

In March 2010, the FASB issued ASU 2010-11, Derivatives and Hedging (Topic 815)Scope Exception Related to Embedded Credit Derivatives. This ASU removes a scope exception, and an entity that has a beneficial interest in securitized financial assets that includes a credit derivative feature must evaluate that feature for bifurcation from the host financial asset in accordance with the guidance at ASC 815. ASU 2010-11 is effective at the beginning of a reporting entity's first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of an entity's first fiscal quarter beginning after March 5, 2010. The Company does not expect that the adoption of ASU 2010-11 will have a material impac t on its financial position, results of operations, or cash flows.

(ii) Compensation - stock compensation

ASU No. 2010-13 was issued in April 2010, and clarified the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which the underlying security trades.  This ASU will be effective for the first fiscal quarter beginning after December 15, 2010, with early adoption permitted.

(iii) Fair Value Measurements and Disclosures

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers.  Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of thi s ASU to have a material impact on our financial statements.
F-10

-12-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 5 - New Accounting Pronouncements - Continued

(iv) Acquired Loans with Credit Deterioration

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration.  Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modificatio ns of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.

(v) Amendments to Certain Recognition and Disclosure Requirements

In February 2010, the FASB issued ASC No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events.  ASC No. 2010-09 is effective for its fiscal quarter beginning after 15 December 2010.The adoption of ASC No. 2010-09 is not expected to 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 6 – Earnings (Loss) per Share

Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements. Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable. Diluted loss per share has not been presented as the effect on basic loss per share would be anti-dilutive. Potentially dilutive securities include options that are disclosed in Note 11.

Note 7 - Acquisition of Coronus

On November 2, 2009, the Company completed the acquisition of all the issued and outstanding shares of Coronus Energy Corp. (“Coronus") through the issuance of 2,000,000 common shares of the Company, at a deemed value of $0.025 per share.  Under the Share Purchase Agreement, 2,025,000 common shares of Coronus Solar Inc. held by Mr. Jeff Thachuk, President of the Company, were transferred to Mr. Mark Burgert, the sole principal of Coronus,

F-11

-13-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 7 - Acquisition of Coronus - Continued

for $1. The transfer of these common shares was treated, as a contribution by Mr. Jeff Thachuk, as part of the consideration for the acquisition. Accordingly, the value of the transferred shares has been included in the additional paid in capital of the Company and a total of 4,025,000 common shares was determined as the consideration for the acquisition.

The acquisition was treated as an acquisition of assets rather than a business combination because Coronus does not constitute a business according to the definition of business under FASB ASC Topic 805 “Business Combinations”.  The acquisition is accounted for by the acquisition method based on the fair value of the assets acquired, which is more clearly evident and more reliably measurable compared to the consideration given.

There were no liabilities assumed during the acquisition.  The fair value of the identifiable assets acquired as of the date of the acquisition was as follows:

Assets acquired
   
 
Current asset
$
138
 
Intangible asset
 
21,500
   
$
21,638
     
Consideration payable by shares (1)
$
21,638

 
(1)
The fair value of the net assets acquired was $21,638 and was considered the fair value of the aggregate of the 2,000,000 shares of common stock issued and 2,025,000 shares of common stock transferred by Mr. Jeff Thachuk to Mr. Mark Burgert.

Note 8 - Equipment

Equipment at June 30, 2010 and March 31, 2010 was summarized as follows:

   
Accumulated
Net book
June 30, 2010
Cost
depreciation
value
       
Office equipment
$
1,294
$
1,081
$
213
Computer equipment
 
990
 
924
 
66
 
$
2,284
$
2,005
$
279
       
   
Accumulated
Net book
March 31, 2010
Cost
depreciation
value
       
Office equipment
$
1,351
$
1,117
$
234
Computer equipment
 
1,034
 
959
 
75
 
$
2,385
$
2,076
$
309

F-12

-14-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 9 - Intangible Assets

The Business Plan was acquired through the acquisition of Coronus Energy Inc. on November 2, 2009. The capital cost was amortized over 3 years.

Intangible assets at June 30, 2010 and March 31, 2010 were summarized as follows:

   
Accumulated
 
Net book
June 30, 2010
Cost
amortization
Write-off
value
         
Business plan
21,500
4,778
-
16,722
         
   
Accumulated
 
Net book
March 31, 2010
Cost
amortization
Write-off
value
         
Trademark
$
374
$
95
$
279
$
-
Business plan
 
21,500
 
2,986
 
-
 
18,514
 
$
21,500
$
2,986
$
 
$
18,514

Note 10 - Loan From A Shareholder

Loan from a shareholder represents a series of loans from a director and shareholder of the Company which are unsecured and due on demand.

Effective April 1, 2010, the loan from a shareholder of $154,096 at March 31, 2010 accrues interest at the annual rate of 4%. As in the past, the loan is unsecured and due on demand.

During the period ended June 30, 2010, the shareholder lent the Company a further CAD$63,500 for working capital. The additional CAD$63,500 loan is unsecured and due on demand, and accrues interest at the annual rate of 4%.

At June 30, 2010, the Company has accrued interest payable of $1,558.

Note 11 - Stockholders’ Equity

(a) Common Stock

On December 5, 2001, the Company (i) issued 6,750,000 common shares for cash to the founder and sole director of the Company at $0.0002 per share; (ii) issued 75,000 common shares for service to a party related to the founder of the Company at $0.0525 per share; and (iii) issued 300,000 common shares for cash to the sole director of the Company pursuant to a private placement at $0.0525 per share. The Company recorded the 6,750,000 shares issued to the founder at fair value at $0.0525 per share and recorded a stock based compensation of $352,337.

F-13

-15-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 11 - Stockholders’ Equity - Continued

(a) Common Stock - Continued

For the fiscal year ended March 31, 2003, the Company issued (i) 235,294 units for cash at $0.055 per unit for total proceeds of $12,916; (ii) issued 500,004 common shares for cash at $0.0725 per share for total proceeds of $36,326; (iii) issued 235,294 common shares upon the exercise of warrants for cash at $0.055 per share for total proceeds of $12,916; and (iv) issued 22,222 common shares for the settlement of debt at $0.0725 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 $0.055 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 500,006 common shares for cash at $0.0835 per share for total proceeds of $41,644; and (ii) issued 66,666 common shares for the settlement of the debt at $0.0835 for the total debt of $5,552.

For the fiscal year ended March 31, 2005, the Company (i) issued 1,200,000 units for cash at $0.039 per unit for total proceeds of $47,054; and (ii) issued 1,910,000 common shares for cash at $0.039 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 $0.039 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 300,000 common shares at $0.042 per share pursuant to the exercise of warrants for total proceeds of $12,578; and (ii) issued 395,600 common shares at $0.042 per share for the settlement of debt of $16,586.

For the fiscal year ended March 31, 2007, the Company issued 1,000,000 common shares for cash at $0.044 per share for total proceeds of $43,948.

For the fiscal year ended March 31, 2008, the Company issued 52,500 common shares at $0.0485 per share for the settlement of debt of $2,548.

On November 2, 2009, the Company issued 2,000,000 common shares in connection with the acquisition of all the issued and outstanding shares of Coronus at a deemed value of $0.025 per share.  These shares were recorded, proportionately with the shares transferred by Mr. Jeff Thachuk to Mr. Mark Burgert, based on the fair value of the assets acquired.

As at June 30, 2010, 8,550,000 shares were restricted shares.

(b) Stock Options

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

F-14

-16-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 11 - Stockholders’ Equity – Continued

(b) Stock Options – Continued


On August 10, 2009, 905,000 stock options were cancelled pursuant to the Share Purchase Agreement among Coronus Solar Inc., Coronus Energy Corp., Jeff Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas, and John Omielan.

On November 2, 2009, the Company issued stock options to Mark Burgert to acquire (i) 150,000 shares of common stock at an exercise price of $0.065 per share until April 22, 2015, and (ii) 200,000 shares of common stock at an exercise price of $0.065 per share until March 31, 2016.

The fair value of each option granted for the year ended March 31, 2010 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, 2010
   
Expected volatility
104.05%
Risk-free interest rate
2.33% - 3.00%
Expected life
5.5 years - 6.4 years
Dividend yield
0.00%

The estimated fair value of the options granted during the year ended March 31, 2010 was $0.076 per share and the Company recorded a total of $26,144 (2009: $55,180) in stock based compensation expenses.

Changes in stock options for the period ended June 30, 2010 and year ended March 31, 2010 are summarized as follows:

 
Options Outstanding
   
Weighted
   
average
 
Number of
exercise
 
shares
price
     
Balance, March 31, 2009
1,300,000
$
0.065
Issued
350,000
 
0.065
Cancelled
(905,000)
 
0.065
Balance, June 30, 2010 and March 31, 2010
745,000
$
0.065


F-15

-17-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 11 - Stockholders’ Equity – Continued

(b) Stock Options - Continued

The Company has the following options outstanding and exercisable at June30, 2010:

   
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
 
2010
 
Life (Years)
 
Price
 
2010
 
Price
                     
$
0.065
 
740,000
 
5.40
 
$
0.065
 
740,000
 
$
0.065
 
0.105
 
5,000
 
1.86
   
0.105
 
5,000
   
0.105
$
0.065 - $0.105
 
745,000
 
5.38
 
$
0.065
 
745,000
 
$
0.065

The Company has the following options outstanding and exercisable at March 31, 2010:


   
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
 
2010
 
Life (Years)
 
Price
 
2010
 
Price
                     
$
0.065
 
740,000
 
5.90
 
$
0.065
 
740,000
 
$
0.065
 
0.105
 
5,000
 
2.36
   
0.105
 
5,000
   
0.105
$
0.065 - $0.105
 
745,000
 
5.88
 
$
0.065
 
745,000
 
$
0.065

Note 12 - 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 13 - Related Party Transactions

During the three months ended June 30, 2010, the Company paid $389 (2009: $343) in director fees to the directors of the Company.


F-16

-18-
 
 

 


CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2010

Note 13 - Related Party Transactions – Continued

During the three months ended June 30, 2010, $8,758 (2009: $7,711) of management fees were forgiven by a director of the Company and credited to the additional paid-in capital respectively.

During the period ended June 30, 2010, included in accounts payable, $931 (March 31, 2010: $972) was owed to a director of the Company and $1,558 was accrued as interest payable for loan from a director of the Company.

During the period ended June 30, 2010, the director and shareholder to whom the Company was indebted regarding the loan from a shareholder, lent the Company an additional USD $61,029 for working capital. The additional USD $61,029 loan is unsecured, due on demand and bears interest of 4% per annum.








 











F-17

-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.

Plan of Operation For The Next Twelve Months

Our efforts are focused on raising capital through the sale of common stock in private placements to eliminate our working capital deficiency and to position us with sufficient funds to execute on the business plan of Coronus Energy Corp. (“Coronus”), our wholly-owned subsidiary. Coronus is a start-up stage company founded to deploy and operate utility-scale solar power systems in the State of California. The business plan of Coronus calls for 1) the procurement of 20-year, “must-take” power purchase agreements from Southern California Edison, under the California Public Utilities Commission’s feed-in tariff program for small generators, and 2) the development of the corresponding solar power plants.

Results of Operations

Three Months Ended June 30, 2010 compared to June 30, 2009

We achieved no revenue ($nil) for the three months ended June 30, 2010 compared to $159 for the three months ended June 30, 2009. The $159 in revenue for the three months ended June 30, 2009 was attributable to sales of our online course, MathNote SAT®, which we discontinued on November 2, 2009, on completion of the acquisition of Coronus.

Amortization expense increased by $1,277 or 240% from $533 for the three months ended June 30, 2009 to $1,810 for the three months ended June 30, 2010. On completion of the Coronus acquisition on November 2, 2009, we acquired a business plan, the fair value of which was deemed to be $21,500. The business plan is amortized over its useful life of three years. In respect of the comparative period, 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 substantially fully amortized by June 30, 2009.


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Interest on shareholder loan increased by $616 or 62% from $992 for the three months ended June 30, 2009 to $1,608 for the three months ended June 30, 2010. 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. In the comparative period, the shareholder loan was non-interest bearing. Despite this, the Company charged imputed interest of 4% per annum and recorded the interest as additional paid in capital. Effective April 1, 2010, the loan now accrues interest at the annual rate of 4%.

Interest and bank charges expense decreased by $457 or 55% from $834 for the three months ended June 30, 2009 to $377 for the three months ended June 30, 2010. The reason for the decrease was the March 31, 2010 year end write-off of a finance charge applied against an outstanding payable as of June 30, 2009.

Office and miscellaneous expense increased by $1,785 or 62% from $2,886 for the three months ended June 30, 2009 to $4,671 for the three months ended June 30, 2010. The principal reason for the increase was that we incurred $1,022 in rent expense for an office in Canada on a month-to-month basis during the current quarter, and incurred no such cost in the comparative quarter.

Salaries and wages increased by $1,014 or 13% from $7,744 for the three months ended June 30, 2009 to $8,758 for the three months ended June 30, 2010. The reason for the increase was a fluctuating U.S. – Canadian dollar currency translation.

We incurred no advertising and promotion expense ($nil) for the three months ended June 30, 2010 compared to $970 for the three months ended June 30, 2009. The reason for the decrease was that, in anticipation of the closing of the Coronus acquisition in early November, 2009, we suspended and ceased indefinitely all advertising of our online course in October, 2009.

Assets and Liabilities at June 30, 2010 compared to March 31, 2010

Cash and cash equivalents increased by $47,314 or 3700% from $1,294 at March 31, 2010 to $48,608 at June 30, 2010. The reason for the increase was that during the period ended June 30, 2010, the shareholder, a director of the Company, to whom the Company is indebted, lent the Company a further USD $61,029 (CAD $63,500) for working capital.

Loan from a shareholder increased by $53,334 or 35% from $154,096 at March 31, 2010 to $207,430 at June 30, 2010. 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 no revenues from our Coronus operations. In part, this is the result of us not devoting full time to the 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.



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To become profitable and competitive, we need to procure power purchase agreements from Southern California Edison, under the California Public Utilities Commission’s feed-in tariff program for small generators, and be able to fund development of the corresponding solar power plants. With our officers focusing on financing activities, we hope to place ourselves in a position to execute on one or more power purchase agreements. 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 develop our operations. Equity financing could result in additional dilution to existing shareholders.

We expect to generate revenues through tariffs through the procurement of the power purchase agreements 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 procure these agreements or 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 15,542,586 shares of our common stock and received cash of $299,431.

We have generated no revenues from our Coronus operations. We expect to obtain capital through the sale of our common stock. There is no assurance we will procure power purchase agreements, develop the corresponding solar power plants, generate power and receive the tariffs. Further, there is no assurance we will sell any shares of common stock. We believe that capital generated from the sale of our common stock and from shareholder loans will allow us to operate for the next twelve months. Capital raised from the sale of common stock and capital raised from shareholder loans are our only anticipated sources of additional capital. To develop a 1.5 MW solar power plant, we estimate the cost to be $5 million.

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 $207,430 through June 30, 2010. 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 officer 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 gen erating 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, 2010, our total current assets were $51,264 and our total current liabilities were $257,993 resulting in a working capital deficit of $206,729.



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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 2010 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.

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 Ch ief 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.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2010 that have affected, or are reasonably likely to affect, our internal control over financial reporting.


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.




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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 10th day of August, 2010.

 
CORONUS SOLAR INC.
 
(Registrant)
   
 
BY:
JEFFERSON THACHUK
   
Jefferson Thachuk
   
President, Principal Executive Officer, Principal Accounting Officer, and Principal Financial Officer.



















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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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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 Form 10-Q for the period ended June 30, 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 Quarterly Report of Coronus Solar Inc. (the “Company”) on Form 10-Q for the period ended June 30, 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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