10-Q/A 1 csi10qa1-9302010.htm CORONUS SOLAR INC. FORM 10-Q/A-1 (9/30/2010). csi10qa1-9302010.htm




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

FORM 10-Q/A-1

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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:

Indicate 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 December 3, 2010.



 

 
 
 

 


TABLE OF CONTENTS

 
Page
   
 
   
Item 1.
3
     
 
Financial Statements:
 
   
Consolidated Balance Sheets
F-1
   
Consolidated Statements of Operations and Comprehensive Loss
F-2
   
Consolidated Statements of Stockholders’ Equity (Deficiency)
F-3
   
Consolidated Statements of Cash Flows
F-4
   
Notes to Consolidated Financial Statements
F-5
     
Item 2.
18
     
Item 3.
24
     
Item 4.
24
     
 
     
Item 1A.
24
     
Item 6.
24
     
26
   
27









 
-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)
 
   
 
September 30,
   
March 31,
 
 
2010
   
2010
 
 
(Unaudited)
   
(Audited)
 
ASSETS
         
CURRENT
         
Cash and cash equivalents
$ 1,367     $ 1,294  
Sales tax receivable
  3,006       1,498  
Other receivable
  5,000       -  
Prepaid expenses and deposit
  1,952       638  
               
TOTAL CURRENT ASSETS
  11,325       3,430  
               
LAND DEPOSIT (Note14)
  2,000       -  
               
EQUIPMENT (Note 8)
  271       309  
               
INTANGIBLE ASSET (Note 9)
  14,930       18,514  
               
TOTAL ASSETS
$ 28,526     $ 22,253  
               
               
LIABILITIES
             
CURRENT
             
Accounts payable and accrued liabilities
$ 16,136     $ 44,344  
Loan from a shareholder (Note 10)
  245,482       154,096  
               
TOTAL CURRENT LIABILITIES
  261,618       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
  346,541       329,122  
               
ACCUMULATED OTHER COMPREHENSIVE LOSS
  (20,728 )     (23,237 )
               
DEFICIT, accumulated during the development stage
  (1,251,656 )     (1,174,823 )
               
TOTAL STOCKHOLDERS' DEFICIENCY
  (233,092 )     (176,187 )
               
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY
$ 28,526     $ 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
 
   
Three months ended
   
Six months ended
   
inception
 
   
September 30,
   
September 30,
   
(December 3, 2001) to
 
   
2010
   
2009
   
2010
   
2009
   
September 30, 2010
 
                               
REVENUE
  $ -     $ 81     $ -     $ 240     $ 1,751  
                                         
EXPENSES
                                       
Amortization
    1,808       566       3,618       1,099       42,308  
Consulting fee
    -       -       -       -       20,928  
Interest on shareholder loan
    2,197       1,220       3,805       2,212       13,784  
Interest and bank charges
    385       587       762       1,421       11,382  
Office and miscellaneous
    4,440       3,852       9,111       6,738       39,041  
Professional fees
    20,177       10,786       34,073       24,852       227,937  
Repairs and maintenance
    -       -       -       -       869  
Salaries and wages
    8,661       8,265       17,419       16,009       364,612  
Stock based compensation
    -       -       -       -       492,309  
Telephone and utilities
    239       319       317       615       11,174  
Advertising and promotion
    -       488       -       1,458       8,922  
Travel
    1,199       -       1,199       -       1,199  
Feasibility study
    6,529       -       6,529       -       6,529  
Write down in website development costs
    -       -       -       -       17,390  
Write-off trademark cost
    -       -       -       -       279  
                                         
      45,635       26,083       76,833       54,404       1,258,663  
                                         
OTHER INCOME
                                       
Interest income
    -       -       -       16       31  
Debt forgiven
    -       729       -       729       5,225  
                                         
      -       729       -       745       5,256  
                                         
NET LOSS FOR THE PERIOD
    (45,635 )     (25,273 )     (76,833 )     (53,419 )     (1,251,656 )
                                         
CURRENCY TRANSLATION ADJUSTMENT
    (6,390 )     (9,279 )     2,509       (16,153 )     (20,728 )
                                         
COMPREHENSIVE LOSS FOR THE PERIOD
  $ (52,025 )   $ (34,552 )   $ (74,324 )   $ (69,572 )   $ (1,272,384 )
                                         
Basic and diluted loss per share
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.01 )        
                                         
Weighted average number of common shares outstanding –
basic and diluted
    15,542,586       6,771,293       15,542,586       6,771,293          









(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 September 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
    -       -       17,419       -       -       17,419  
Comprehensive income (loss):
                                               
Currency translation adjustment
    -       -       -       -       2,509       2,509  
(Loss) for the period
    -       -       -       (76,833 )     -       (76,833 )
                                                 
Balance, September 30, 2010 (Unaudited)
    15,542,586     $ 692,751     $ 346,541     $ (1,251,656 )   $ (20,728 )   $ (233,092 )


























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

 
-5-

 


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
 
   
Six months ended September 30,
   
(December 3, 2001) to
 
   
2010
   
2009
   
September 30, 2010
 
                   
OPERATING ACTIVITIES
                 
Net (loss) for the period
  $ (76,833 )   $ (53,419 )   $ (1,251,656 )
Adjustments to reconcile net loss to net cash
                       
used in operating activities:
                       
Amortization
    3,618       1,099       42,308  
Foreign exchange gain/loss
    -       30       (23,430 )
Forgiveness of debt
    17,419       16,627       192,903  
Imputed interests
    -       2,212       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:
                       
Sales tax receivable
    (1,523 )     2,045       (1,824 )
Other receivable
    (4,983 )     -       (4,983 )
Prepaid expenses
    (1,317 )     306       12,408  
Accounts payables and accrued liabilities
    (22,484 )     (3,386 )     11,724  
                         
NET CASH USED IN OPERATING ACTIVITIES
    (86,103 )     (34,487 )     (476,292 )
                         
INVESTING ACTIVITIES
                       
Equipment
    -       -       (1,871 )
Land Deposit
    (2,000 )     -       (46,393 )
Intangible asset
    -       -       (369 )
                         
NET CASH USED IN INVESTING ACTIVITIES
    (2,000 )     -       (48,633 )
                         
FINANCING ACTIVITIES
                       
Issuance of common shares
    -       -       299,431  
Loan from a shareholder
    92,645       28,705       231,605  
                         
NET CASH FROM FINANCING ACTIVITIES
    92,645       28,705       531,036  
                         
EFFECT OF EXCHANGE RATE ON CASH
    (4,469 )     83       (4,744 )
                         
NET INCREASE (DECREASE) IN CASH
    73       (5,699 )     1,367  
                         
CASH AND CASH EQUIVALENTS
                       
CASH AND CASH EQUIVALENTS - Beginning of Period
  $ 1,294     $ 6,883     $ -  
                         
CASH AND CASH EQUIVALENTS - End of Period
  $ 1,367     $ 1,184     $ 1,367  
                         
SUPPLEMENTAL CASH FLOWS INFORMATION
                       
Interest expense
  $ 17     $ 100     $ 663  
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-4

 
-6-

 

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


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 transfer of the 2,025,000 (post stock forward split) common shares of the Company held by Mr. Thachuk to Mr. Burgert was treated, as a contribution by Mr. Thachuk, as part of the consideration for the acquisition of Coronus. Accordingly, a total of 4,025,000 common shares was determined as the consideration for the acquisition.

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.








F-5

 
-7-

 

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

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.

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:

   
September 30,
   
March 31,
 
   
2010
   
2010
 
             
Working capital (deficiency)
  $ (250,293 )   $ (195,010 )
Deficit
    1,251,656       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 consolidated 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 and comprehensive loss, 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 September 30, 2010, and the results of operations and cash flows for the six months ended September 30, 2010, and for the period from December 3, 2001 (Date of Commencement) to September 30, 2010.

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)
Six Months Ended September 30, 2010
(Unaudited)

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.

(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 will 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 software 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-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)
Six Months Ended September 30, 2010
(Unaudited)

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 techniques 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 impact 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 this ASU to have a material impact on our financial statements.

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)
Six Months Ended September 30, 2010
(Unaudited)

Note 5 - New Accounting Pronouncements - Continued

(iv) 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.

(v) 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 modifications 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.

(vi) Revenue Recognition

In April 2010, the FASB issued an amendment to ASC 605, Revenue Recognition, to provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. This amendment to ASC 605 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. This amendment is not expected to have a material impact for the Company.

(vii) Disclosures about Credit Quality of Financing Receivables and the Allowance for Credit Losses

In July 2010, the FASB issued ASU 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. ASU 2010-20 amends Topic 310 to provide greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. The new disclosures as of the end of the reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The new disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The adoption of ASU 2010-20 will not have a material effect on the Company’s results from operations or financial position as it only impacts the required disclosures.

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.


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)
Six Months Ended September 30, 2010
(Unaudited)

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, 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.







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)
Six Months Ended September 30, 2010
(Unaudited)

Note 8 - Equipment

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

         
Accumulated
   
Net book
 
September 30, 2010
 
Cost
   
depreciation
   
value
 
                   
Office equipment
  $ 1,332     $ 1,124     $ 208  
Computer equipment
    1,020       957       63  
    $ 2,352     $ 2,081     $ 271  

         
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  

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 September 30, 2010 and March 31, 2010 were summarized as follows:

         
Accumulated
         
Net book
 
September 30, 2010
 
Cost
   
amortization
   
Write-off
   
value
 
                         
Business plan
    21,500       6,570       -       14,930  

         
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.



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)
Six Months Ended September 30, 2010
(Unaudited)

Note 10 - Loan From A Shareholder - Continued

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 September 30, 2010, the shareholder lent the Company a further CND $89,500 and USD $6,600 for working capital. The additional loan is unsecured and due on demand, and accrues interest at the annual rate of 4%.

At September 30, 2010, the Company has accrued interest payable of $3,805.

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.

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.



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)
Six Months Ended September 30, 2010
(Unaudited)

Note 11 - Stockholders’ Equity - Continued

(a) Common Stock - Continued

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 September 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.

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. The Company recorded a total of $nil (2009: $nil) in stock based compensation expenses for the six months ended September 30, 2010.

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)
Six Months Ended September 30, 2010
(Unaudited)

Note 11 - Stockholders’ Equity – Continued

(b) Stock Options - Continued

Changes in stock options for the period ended September 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, September 30, 2010 and March 31, 2010
    745,000     $ 0.065  

The Company has the following options outstanding and exercisable at September 30, 2010:

   
Outstanding
 
Exercisable
       
Weighted
           
   
Number
 
Average
 
Weighted
 
Number
 
Weighted
Range of
 
Outstanding at
 
Remaining
 
Average
 
Exercisable at
 
Average
Exercise
 
September 30,
 
Contractual
 
Exercise
 
September 30,
 
Exercise
Prices
 
2010
 
Life (Years)
 
Price
 
2010
 
Price
                     
$                0.065
 
740,000
 
5.15
 
$         0.065
 
740,000
 
$         0.065
0.105
 
5,000
 
1.61
 
0.105
 
5,000
 
0.105
$0.065 - $0.105
 
745,000
 
5.13
 
$         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
 
March 31,
 
Contractual
 
Exercise
 
March 31,
 
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



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)
Six Months Ended September 30, 2010
(Unaudited)

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 and six months ended September 30, 2010, the Company paid $385 (2009: $717) and $774 (2009: $1,060) in director fees to the directors of the Company.

During the three and six months ended September 30, 2010, $8,661 (2009: $8,187) and $17,419 (2009: $15,898) of management fees were forgiven by a director of the Company and credited to the additional paid-in capital respectively.

During the period ended September 30, 2010, included in accounts payable, $958 (March 31, 2010: $972) was owed to a director of the Company and $3,805 (March 31, 2010: $nil) was accrued as interest payable for loan from a director of the Company.

During the period ended September 30, 2010, the director and shareholder to whom the Company was indebted regarding the loan from a shareholder, lent the Company an additional USD $91,386 for working capital. The additional USD $91,386 loan was unsecured, due on demand and bearing an interest of 4% per annum.

Note 14 – Commitments

On August 25, 2010, Coronus, the Company's wholly-owned subsidiary, entered into a Vacant Land Purchase Agreement to acquire a 280 acre parcel of vacant land, situated in Vidal, County of San Bernardino, California. The total purchase price is $240,000. A deposit of $1,000 was paid and the balance was payable on November 30, 2010. On November 30, 2010, the balance payable was extended to December 31, 2010, in return for Coronus paying the seller $1,631 (equivalent to 8% per annum interest rate, over 31 days, based on the purchase price).

On August 28, 2010, Coronus, the Company's wholly-owned subsidiary, entered into a Vacant Land Purchase Agreement to acquire a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California. The total purchase price is $32,000. A non-refundable deposit of $1,000 was paid and the balance was payable on November 30, 2010. On November 30, 2010, the balance payable was extended to December 29, 2010, in return for Coronus placing an additional $1,000, non-refundable deposit into escrow.









F-15

 
-17-

 

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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

In the past two years, solar module prices have been reduced by more than half, due to the impact of the global economic downturn, reduced silicon prices, increased polysilicon supply, and a general oversupply of solar modules on the market. Although we expect solar module prices to stay at current levels, or continue to decline, but not as drastically, a rebound in solar module prices would materially impact the viability of our business model, rendering our model nonviable.

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 1.5 MW solar PV power plants.

Results of Operations

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

We achieved no revenue ($nil) for the three months ended September 30, 2010 compared to $81 for the three months ended September 30, 2009. The $81 in revenue for the three months ended September 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 $1,242 or 219% from $566 for the three months ended September 30, 2009 to $1,808 for the three months ended September 30, 2010. On completion of the Coronus acquisition on November 2, 2009, we acquired a business plan, with the fair value of $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 September 30, 2009.



 
-18-

 

Interest on shareholder loan increased by $977 or 80% from $1,220 for the three months ended September 30, 2009 to $2,197 for the three months ended September 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 quarter, 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 $202 or 34% from $587 for the three months ended September 30, 2009 to $385 for the three months ended September 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 September 30, 2009.

Office and miscellaneous expense increased by $588 or 15% from $3,852 for the three months ended September 30, 2009 to $4,440 for the three months ended September 30, 2010. The principal reason for the increase was that we incurred rent expense for an office in Canada on a month-to-month basis during the current quarter, and incurred no such expense in the comparative quarter.

Professional fees increased by $9,391 or 87% from $10,786 for the three months ended September 30, 2009 to $20,177 for the three months ended September 30, 2010. The reason for the increase was the legal and brokerage costs we incurred in the current quarter in relation to us pursuing full service DTC eligibility for the shares of our common stock. We incurred no such expense in the previous quarter.

We incurred no advertising and promotion expense ($nil) for the three months ended September 30, 2010 compared to $488 for the three months ended September 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.

We incurred $1,199 in travel expense for the three months ended September 30, 2010 compared to no travel expense ($nil) for the three months ended September 30, 2009. In the current quarter, the travel expense related to an on-site meeting with a solar PV systems integrator in California.

We incurred $6,529 in feasibility study expense for the three months ended September 30, 2010 compared to no feasibility study expense ($nil) for the three months ended September 30, 2009. In the current quarter, the feasibility study expense related to the submission of interconnection and distribution service request deposits to Southern California Edison in respect of the 30 acre and 280 acre parcels of vacant, California land Coronus, our wholly-owned subsidiary, agreed to purchase.

We achieved no debt forgiven income ($nil) for the three months ended September 30, 2010 compared to $729 in debt forgiven income for the three months ended September 30, 2009. On August 10, 2009, the author of our previous online courses waived a non-interest bearing, outstanding invoice, dated March 15, 2008.

Six Months Ended September 30, 2010 compared to September 30, 2009

We achieved no revenue ($nil) for the six months ended September 30, 2010 compared to $240 for the six months ended September 30, 2009. The $240in revenue for the six months ended September 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 $2,519 or 229% from $1,099 for the six months ended September 30, 2009 to $3,618 for the six months ended September 30, 2010. On completion of the Coronus acquisition on November 2, 2009, we acquired a business plan, with the fair value of $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 September 30, 2009.

 
-19-

 

Interest on shareholder loan increased by $1,593 or 72% from $2,212 for the six months ended September 30, 2009 to $3,805 for the six months ended September 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 $659 or 46% from $1,421 for the six months ended September 30, 2009 to $762 for the six months ended September 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 September 30, 2009.

Office and miscellaneous expense increased by $2,373 or 35% from $6,738 for the six months ended September 30, 2009 to $9,111 for the six months ended September 30, 2010. The principal reason for the increase was that we incurred rent expense for an office in Canada on a month-to-month basis during the current period, and incurred no such expense in the comparative period.

Professional fees increased by $9,221 or 37% from $24,852 for the six months ended September 30, 2009 to $34,073 for the six months ended September 30, 2010. The reason for the increase was the legal and brokerage costs we incurred in the current period in relation to us pursuing full service DTC eligibility for the shares of our common stock. We incurred no such expense in the previous period.

We incurred no advertising and promotion expense ($nil) for the six months ended September 30, 2010 compared to $1,458 for the six months ended September 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.

We incurred $1,199 in travel expense for the six months ended September 30, 2010 compared to no travel expense ($nil) for the six months ended September 30, 2009. In the current period, the travel expense related to an on-site meeting with a solar PV systems integrator in California.

We incurred $6,529 in feasibility study expense for the six months ended September 30, 2010 compared to no feasibility study expense ($nil) for the six months ended September 30, 2009. In the current period, the feasibility study expense related to the submission of interconnection and distribution service request deposits to Southern California Edison in respect of the 30 acre and 280 acre parcels of vacant, California land Coronus, our wholly-owned subsidiary, agreed to purchase.

We achieved no debt forgiven income ($nil) for the six months ended September 30, 2010 compared to $729 in debt forgiven income for the six months ended September 30, 2009. On August 10, 2009, the author of our previous online courses waived a non-interest bearing, outstanding invoice, dated March 15, 2008.

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

We posted an “other receivable” of $5,000 at September 30, 2010, compared to no “other receivable” ($nil) at March 31, 2010. The $5,000 receivable at September 30, 2010 relates to the refund we are to receive in relation to the $5,000 deposit we made on a 40 acre parcel of vacant, California land Coronus, our wholly-owned subsidiary, agreed to purchase. The land purchase was subject to board of director approval, which was not obtained. Accordingly, the agreement to purchase this land was cancelled.

Prepaid expenses and deposit increased by $1,314 or 206% from $638 at March 31, 2010 to $1,952 at September 30, 2010. The principal reason for the increase was that we paid into trust CAD $1,000 to our Canadian corporate counsel in anticipation of future disbursements.


 
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We posted a land deposit of $2,000 at September 30, 2010, compared to no land deposit ($nil) at March 31, 2010. The land deposit related to the $1,000 deposits we made in respect of the 30 acre and 280 acre parcels of vacant, California land Coronus, our wholly-owned subsidiary, agreed to purchase. The balance payable of $31,000 and $239,000, respectively, is due on November 30, 2010.

Intangible asset decreased by $3,584 or 19% from $18,514 at March 31, 2010 to $14,930 at September 30, 2010. On completion of the Coronus acquisition on November 2, 2009, we acquired a business plan, with the fair value of $21,500. The business plan is amortized over its useful life of three years.

Accounts payable and accrued liabilities decreased by $28,208 or 64% from $44,344 at March 31, 2010 to $16,136 at September 30, 2010. The principal reason for this decrease was the payment in the period of an outstanding invoice, relating to legal fees, in the amount of CAD $24,060.

Loan from a shareholder increased by $91,386 or 59% from $154,096 at March 31, 2010 to $245,482 at September 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.

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 in our consolidated financial statements for the years ended March 31, 2010. 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

 
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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 $5.7 million, inclusive of taxes. We base our cost estimate on pricing models we obtained from solar PV system integrators and developers. Our cost estimate is susceptible to fluctuations in the price of solar modules. Solar module price is the key element in the total price of an installed solar PV system, as, traditionally, the module cost represents roughly 50 percent of the total installed cost of the system. In the past two years, solar module prices have been reduced by more than half, due to the impact of the global economic downturn, reduced silicon prices, increased polysilicon supply, and a general oversupply of solar modules on the market. Although we expect solar module prices to stay at current levels, or continue to decline, but not as drastically, a rebound in solar module prices would materially impact the viability of our business model, rendering our model nonviable. To mitigate this risk, our strategy is to enter into a two to three year engineering-procurement-construction agreement with a solar PV systems integrator/developer, where turn-key pricing for multiple 1.5 MW solar PV systems is fixed.  There is no assurance we will be able to enter into such an agreement.

On August 25, 2010, Coronus, the Company's wholly-owned subsidiary, entered into a Vacant Land Purchase Agreement to acquire a 280 acre parcel of vacant land, situated in Vidal, County of San Bernardino, California. The total purchase price is $240,000. A deposit of $1,000 was paid and the balance was payable on November 30, 2010. On November 30, 2010, the balance payable was extended to December 31, 2010, in return for Coronus paying the seller $1,631 (equivalent to 8% per annum interest rate, over 31 days, based on the purchase price). We sought the extension to December 31, 2010 because we lacked, and still lack, the funds to pay the contractual balance due. We expect to obtain the capital to pay the balance due, through the sale of our common stock. There is no assurance, however, that we will be able to raise this capital through the sale of common stock.

On August 28, 2010, Coronus entered into a Vacant Land Purchase Agreement to acquire a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California. The total purchase price is $32,000. A non-refundable deposit of $1,000 was paid and the balance was payable on November 30, 2010. On November 30, 2010, the balance payable was extended to December 29, 2010, in return for Coronus placing an additional $1,000, non-refundable deposit into escrow. We sought the extension to December 29, 2010 because we lacked, and still lack, the funds to pay the contractual balance due. We expect to obtain the capital to pay the balance due, through the sale of our common stock. There is no assurance, however, that we will be able to raise this capital through the sale of common stock.

Under the California Public Utilities Commission’s feed-in tariff program for small generators, we are entitled to enter into multiple 1.5 MW power purchase agreements provided we deploy multiple 1.5 MW solar power plants. Further, we are entitled to deploy multiple 1.5 MW solar power plants on the same parcel, provided this works from a utility interconnection point of view. Accordingly, our intention is to develop one to three 1.5 MW solar power plants on each of the aforementioned parcels of vacant land. Because we estimate the cost to develop a 1.5 MW solar power plant to be $5.7 million, inclusive of taxes, we estimate the cost to develop six 1.5 MW solar power plant to be $34.2 million, inclusive of taxes. We expect to obtain the capital to pay for the power plants, through the sale of our common stock and through non-recourse senior secured debt and/or a tax equity transaction (to permit investors with tax capacity to monetize a 30% Federal Solar Investment Tax Credit). There is no assurance, however, that we will be able to raise this capital through the sale of common stock, or through non-recourse senior secured debt and/or a tax equity transaction.

Regarding a tax equity transaction, the key federal tax incentive for solar is the Federal Solar Investment Tax Credit (ITC), equal to 30% of the asset owner’s cost basis for qualified solar facilities. The ITC is a dollar-for-dollar credit against the project owner’s federal income tax liability for the year the project is “placed in service.” Currently, the ITC applies to qualified projects placed in service before January 1st, 2017. In solar project finance, the investment that takes advantage of the ITC is the permanent financing, where tax benefits are optimized by allocating them to the party that can best utilize them. For example, a developer (a party that designs, supplies,

 
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builds, and installs a project) might not benefit from the ITC and other tax benefits. It may have net operating losses from its operations and no tax liability against which to apply the credits. It can introduce an investor that can utilize the tax benefits (has “tax capacity”). This investor might be a bank or other financial institution (the “tax equity investor”). Two financing models introduce tax equity to solar project finance: the sale-leaseback model and the partnership flip model.

In a sale-leaseback, for example, the developer procures a power purchase agreement and builds the facility. Once the project is ready for commercial operation (“placed in service”), the developer sells the facility to a tax equity investor who immediately leases the project back to the developer for a specified term. The power sale revenue under the power purchase agreement funds and serves as collateral security for the developer’s payment obligations under the lease. The owner/lessor of the solar project is the tax equity, and it claims the ITC. At the end of the lease, the project belongs to the tax equity, although, depending on the structure of the deal, the developer would likely have an option to purchase the facility at that time for nominal consideration. In the partnership flip model, the developer uses its capital and outside debt financing to construct the project using a special purpose company (typically, an LLC). When the project is “placed in service,” the tax equity makes a capital contribution to the company, which is used in part to repay the construction loan. The company is now a partnership between the developer and the investor. This partnership technique takes advantage of tax rules that, with limitations, allow the partners to allocate by agreement how the tax benefits and the cash flow from the partnership is divided between them. The parties will agree to a fixed after-tax yield for the tax investor. Until that investment target is reached, the ITC and all other items of tax income and loss are allocated 99% to the investor and 1% to the developer. Once the investor’s investment yield target has been reached (the “flip point”), the allocations reverse and cash and the tax attributes are allocated to the developer.

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 $245,482 through September 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 four 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. In addition to the above, as at September 30, 2010, included in accounts payable, $958 was owed to our principal executive officer for an out-of-pocket expense and a further $3,805 was interest payable on the shareholder loans described above. These amounts remain payable and do not accrue interest. These amounts are not reflected in the shareholder loans described above.

As of September 30, 2010, our total current assets were $11,325 and our total current liabilities were $261,618 resulting in a working capital deficit of $250,293.

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.


 
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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 Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

There were no changes in our internal control over financial reporting during the quarter ended September 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.

ITEM 6.
EXHIBITS.

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed herewith
3.1
Articles of Incorporation.
10-K/A-2
12/10/10
3.1
 
           
3.2
Bylaws.
S-1
11/07/08
3.2
 
           
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
 
           

 
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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
 
           
10.9
Loan Agreement with Jefferson Thachuk.
10-K/A-2
12/10/10
10.1
 
           
10.10
Vacant Land Purchase Agreement - Vidal.
     
X
           
10.11
Vacant Land Purchase Agreement - Twentynine Palms.
     
X
           
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
 












 
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SIGNATURES

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 on this 10th day of December, 2010.

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



















 
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EXHIBIT INDEX

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed herewith
3.1
Articles of Incorporation.
10-K/A-2
12/10/10
3.1
 
           
3.2
Bylaws.
S-1
11/07/08
3.2
 
           
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
 
           
10.9
Loan Agreement with Jefferson Thachuk.
10-K/A-2
12/10/10
10.1
 
           
10.10
Vacant Land Purchase Agreement - Vidal.
     
X
           
10.11
Vacant Land Purchase Agreement - Twentynine Palms.
     
X
           
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
 


 
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