10-Q

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 DECEMBER 31, 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 [   ]     NO [X]

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 [   ]     NO [X]

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:   15,755,086 as of February 9, 2011.

TABLE OF CONTENTS

			Page
PART I.
Item 1.	Financial Statements.		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-6
		Notes to Consolidated Financial Statements	F-7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		30
Item 4.	Controls and Procedures.		30
PART II.
Item 1A.	Risk Factors.		30
Item 6.	Exhibits.		30
Signatures			32
Exhibit Index			33

-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)
			December 31,		March 31,
			2010		2010
			(Unaudited)		(Audited)
ASSETS
CURRENT
	Cash and cash equivalents	$	673	$	1,294
	Sales tax receivable		3,989		1,498
	Prepaid expenses and deposit		1,179		638
TOTAL CURRENT ASSETS			5,841		3,430
LAND DEPOSIT AND DEFERRED CHARGES (Note 14)			7,262		-
EQUIPMENT (Note 8)			264		309
INTANGIBLE ASSET (Note 9)			13,138		18,514
TOTAL ASSETS		$	26,505	$	22,253
LIABILITIES
CURRENT
	Accounts payable and accrued liabilities	$	50,448	$	44,344
	Loan from a shareholder (Note 10)		253,935		154,096
TOTAL CURRENT LIABILITIES			304,383		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			355,425		329,122
ACCUMULATED OTHER COMPREHENSIVE LOSS			(29,957)		(23,237)
DEFICIT, accumulated during the development stage			(1,296,097)		(1,174,823)
TOTAL STOCKHOLDERS' DEFICIENCY			(277,878)		(176,187)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY		$	26,505	$	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				Nine months ended				inception
			December 31,				December 31,				(December 3, 2001) to
			2010		2009		2010		2009		December 31, 2010
REVENUE		$	-	$	-	$	-	$	240	$	1,751
EXPENSES
	Amortization		1,810		45		5,428		1,144		44,118
	Consulting fee		-		-		-		-		20,928
	Interest on shareholder loan		2,494		1,339		6,299		3,551		16,278
	Interest and bank charges		407		650		1,169		2,071		11,789
	Office and miscellaneous		7,210		3,479		16,250		10,217		46,180
	Professional fees		23,431		16,235		57,504		41,087		251,368
	Repairs and maintenance		-		-		-		-		869
	Salaries and wages		8,884		8,523		26,303		24,532		373,496
	Stock based compensation		-		54,605		-		54,605		492,309
	Telephone and utilities		197		359		514		974		11,371
	Advertising and promotion		-		34		-		1,492		8,922
	Travel		8		-		1,207		-		1,207
	Feasibility study		-		-		6,600		-		6,600
	Write down in website development costs		-		3,196		-		3,196		17,390
	Write-off trademark cost		-		275		-		275		279
			44,441		88,740		121,274		143,144		1,303,104
OTHER INCOME
	Interest income		-		-		-		16		31
	Debt forgiven		-		-		-		729		5,225
			-		-		-		745		5,256
NET LOSS FOR THE PERIOD			(44,441)		(88,740)		(121,274)		(142,159)		(1,296,097)
CURRENCY TRANSLATION ADJUSTMENT			(9,229)		(3,782)		(6,720)		(19,935)		(29,957)
COMPREHENSIVE LOSS FOR THE PERIOD		$	(53,670)	$	(92,522)	$	(127,994)	$	(162,094)	$	(1,326,054)
Basic and diluted loss per share		$	(0.00)	$	(0.01)	$	(0.01)	$	(0.01)
Weighted average number of common shares
outstanding - basic and diluted			15,542,586		14,825,195		15,542,586		13,971,677

(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 December 31, 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 (Audited)		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 (Audited)		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)
Balance, March 31, 2004 (Audited)		8,684,486	484,390	8,323	(506,693)	(77)	(14,057)

(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 December 31, 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 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 (Audited)		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 (Audited)		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 (Audited)		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 (Audited)		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)
Balance, March 31, 2009 (Audited)		13,542,586	681,999	254,080	(1,019,643)	2,706	(80,858)

(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 December 31, 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 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 (Audited)		15,542,586	$  692,751	$ 329,122	$(1,174,823)	$  (23,237)	$ (176,187)
Forgiveness of debt by a director and shareholder		-	-	26,303	-	-	26,303
Comprehensive income (loss):
	Currency translation adjustment	-	-	-	-	(6,720)	(6,720)
	(Loss) for the period	-	-	-	(121,274)	-	(121,274)
Balance, December 31, 2010 (Unaudited)		15,542,586	$     692,751	$          355,425	$        (1,296,097)	$                (29,957)	$             (277,878)

(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
				Nine months ended December 31,				(December 3, 2001) to
				2010		2009		December 31, 2010
OPERATING ACTIVITIES
	Net loss for the period		$	(121,274)	$	(142,159)	$	(1,296,097)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
		Amortization		5,428		1,144		44,118
		Foreign exchange gain/loss		-		(72)		(23,430)
		Forgiveness of debt		26,303		23,664		201,787
		Imputed interests		-		3,551		9,979
		Share issued for services / debts		-		-		26,301
		Stock based compensation		-		54,605		492,309
		Write down of website development costs		-		3,196		17,390
		Write-off trademark cost		-		275		279
	Changes in non-cash working capital:
		Sales tax receivable		(2,382)		1,490		(2,683)
		Prepaid expenses		(512)		583		13,213
		Accounts payables and accrued liabilities		9,753		15,936		43,961
NET CASH USED IN OPERATING ACTIVITIES				(82,684)		(37,787)		(472,873)
INVESTING ACTIVITIES
	Equipment			-		-		(1,871)
	Land Deposit			(4,000)		-		(48,393)
	Long-term prepaid expenses			(3,262)		-		(3,262)
	Intangible asset			-		-		(369)
NET CASH USED IN INVESTING ACTIVITIES				(7,262)		-		(53,895)
FINANCING ACTIVITIES
	Issuance of common shares			-		-		299,431
	Loan from a shareholder			92,645		29,361		231,605
NET CASH FROM FINANCING ACTIVITIES				92,645		29,361		531,036
EFFECT OF EXCHANGE RATE ON CASH				(3,321)		1,914		(3,595)
NET INCREASE (DECREASE) IN CASH				(622)		(6,512)		673
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS -Beginning of Period				1,294		6,883		-
CASH AND CASH EQUIVALENTS -End of Period			$	672	$	371	$	673
SUPPLEMENTAL CASH FLOWS INFORMATION
	Interest expense		$	16	$	154	$	662
	Taxes		$	-	$	-	$	-
NON-CASH FINANCING ACTIVITIES
	Issuance of common shares for acquisition of Coronus Energy Corp.		$	-	$	21,638	$	21,638
	Establishment of intangible asset through acquisition of Coronus		$	-	$	21,500	$	21,500
	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)

Nine Months Ended December 31, 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-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)

Nine Months Ended December 31, 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:

		December 31,		March 31,
		2010		2010
Working capital (deficiency)	$	(298,542)	$	(195,010)
Deficit		1,296,097		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.

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)

Nine Months Ended December 31, 2010

(Unaudited)

Note 3 - Basis of Presentation  -  Continued

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 December 31, 2010, and the results of operations and cash flows for the nine months ended December 31, 2010, and for the period from December 3, 2001 (Date of Commencement) to December 31, 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.

(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.

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)

Nine Months Ended December 31, 2010

(Unaudited)

Note 4 - Accounting Pronouncements Adopted During the Period - Continued

(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 recogn ition 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.

(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 di sclosures 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.

(vi) Acquired Loans with Credit Deterioration

On October 1, 2010, the Company adopted FASB 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. Adoption of this ASU di d not have a material impact on the 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)

Nine Months Ended December 31, 2010

(Unaudited)

Note 4 – Accounting Pronouncements Adopted During the Period  -  Continued

(vii) Revenue Recognition

On October 1, 2010, the Company adopted an amendment issued by FASB 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. The adoption of the amendment to ASC 605 did not have a material impact on the financial statements.

(viii) 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.

Note 5 - New Accounting Pronouncements

(i) 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.

(ii) 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 expe ct the adoption of this ASU to have a material impact on our financial statements.

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)

Nine Months Ended December 31, 2010

(Unaudited)

Note 5 – New Accounting Pronouncements  -  Continued

(iii) 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.

(iv) 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 operation s or financial position as it only impacts the required disclosures.

(v) When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts

In December 2010, the FASB issued Accounting Standards Update No. 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).  The amendments in ASU 2010-28 affect all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The amendments in ASU 2010-28 modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists.  In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist.  The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASU 2010-28 is effective for fiscal years beginning after December 15, 2010. The adoption is not expected to have a material effect on the financial statements.

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)

Nine Months Ended December 31, 2010

(Unaudited)

Note 5 – New Accounting Pronouncements  -  Continued

(vi) Business Combination

In December 2010, the FASB issued Accounting Standards Update No. 2010-29, “Business Combinations (Topic 805)” (“ASU 2010-29”).  ASU 2010-29 is intended to address diversity in practice regarding pro forma revenue and earnings disclosure requirements for business combinations.  ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only.  The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments dire ctly attributable to the business combination included in the reported pro forma revenue and earnings.  The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis.  ASU 2010-28 is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period after December 15, 2010.  We have evaluated ASU 2010-29 and have determined that its adoption is not expected to have a material effect on our 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, 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.

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)

Nine Months Ended December 31, 2010

(Unaudited)

Note 7 – Acquisition of Coronus  -  Continued

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 December 31, 2010 and March 31, 2010 was summarized as follows:

				Accumulated		Net book
December 31, 2010		Cost		depreciation		value
Office equipment	$	1,379	$	1,176	$	203
Computer equipment		1,056		995		61
	$	2,435	$	2,171	$	264

				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-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)

Nine Months Ended December 31, 2010

(Unaudited)

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 December 31, 2010 and March 31, 2010 were summarized as follows:

				Accumulated				Net book
December 31, 2010		Cost		amortization		Write-off		value
Business plan	$	21,500	$	8,362	$	-	$	13,138

				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 December 31, 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 December 31, 2010, the Company has accrued interest payable of $6,499.

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-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)

Nine Months Ended December 31, 2010

(Unaudited)

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 December 31, 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-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)

Nine Months Ended December 31, 2010

(Unaudited)

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. The Company recorded a total of $nil (2009: $nil) in stock based compensation expenses for the nine months ended December 31, 2010.

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

F-17

-19-

CORONUS SOLAR INC.

(previously known as Insightfulmind Learning, Inc.)

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2010

(Unaudited)

Note 11 - Stockholders’ Equity – Continued

(b) Stock Options - Continued

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

	Outstanding				Exercisable
		Weighted
	Number	Average		Weighted	Number		Weighted
Range of	Outstanding at	Remaining		Average	Exercisable at		Average
Exercise	December 31,	Contractual		Exercise	December 31,		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

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 nine months ended December 31, 2010, the Company paid $nil (2009: $nil) and $779 (2009: $1,084) in director fees to the directors of the Company.

During the three and nine months ended December 31, 2010, $8,884 (2009: $8,495) and $26,303 (2009: $24,393) of management fees were forgiven by a director of the Company and credited to the additional paid-in capital respectively.

F-18

-20-

CORONUS SOLAR INC.

(previously known as Insightfulmind Learning, Inc.)

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2010

(Unaudited)

Note 13 - Related Party Transactions  -  Continued

As at December 31, 2010, included in accounts payable, $992 (March 31, 2010: $972) was owed to a director of the Company and $6,499 (March 31, 2010: $nil) was accrued as interest payable for loan from a director of the Company.

During the period ended December 31, 2010, the director and shareholder to whom the Company was indebted regarding the loan from a shareholder, lent the Company an additional USD $99,839 for working capital. The additional USD $99,839 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 (the “Vidal Agreement”) to acquire a 280 acre parcel of vacant land, situated in Vidal, County of San Bernardino, California, from Paul R Marshall Trust. The total purchase price is $240,000. A deposit of $1,000 was paid and the balance due was payable on November 30, 2010. In return for the Company paying forfeitable fees (equivalent to 8% per annum interest rate based on the purchase price), the close of escrow has been extended from November 30, 2010 to February 28, 2011. As at December 31, 2010, the Company paid forfeitable fees of $3,262 in total.

On August 28, 2010, Coronus entered into a Vacant Land Purchase Agreement (“the “Twentynine Palms East Agreement”) to acquire a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California, from Gary and Sylvia Wright. The total purchase price is $32,000. A deposit of $1,000 was paid and the balance due was payable on November 30, 2010. The Company paid two additional non-refundable deposits totalling $2,000 to extend the close of escrow to January 21, 2011. The transaction was completed on January 24, 2011. As at December 31, 2010, a total of $3,000 in deposits was paid.

Note 15 – Subsequent Events

On January 21, 2011, the Company conducted a non-brokered private placement, issuing 212,500 shares of common stock to eleven investors, at a price of CAD $0.40 per share, for gross proceeds of CAD $85,000. In connection with the completion of the private placement, the Company paid CAD $7,500 in finder’s fees, in cash, to certain arm’s length parties.

On January 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms North Agreement”). Under the 29-Palms North Agreement, Coronus agrees to acquire a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California, from Joshua Tree Holdings. The purchase price is $40,000. Coronus deposited $1,000 into escrow and agrees to deposit an additional $7,000 within sufficient time to close escrow. Joshua Tree Holdings agrees to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Close of escrow is March 9, 2011. The 29-Palms North Agreement is subject to Coronus’ Board of Director approval on or before February 23, 2011. There can be no assurance Coronus’ B oard of Director approval will be obtained.

F-19

-21-

CORONUS SOLAR INC.

(previously known as Insightfulmind Learning, Inc.)

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2010

(Unaudited)

Note 15 – Subsequent Events - Continued

On January 24, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Newberry Springs Agreement”). Under the Newberry Springs Agreement, Coronus agrees to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California, from Mike Hoch. The purchase price is $45,000. Coronus deposited $1,000 into escrow and agrees to deposit an additional $7,000 within sufficient time to close escrow. Mike Hoch agrees to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Close of escrow is March 8, 2011. The Newberry Springs Agreement is subject to 1) Coronus’ Board of Director approval on or before February 23, 2011 and 2) Coronus cooperating with Mike Hoch to affect a tax deferre d exchange, which will meet the requirements of Section 1031 of the U.S. Internal Revenue Code. There can be no assurance Coronus’ Board of Director approval will be obtained.

On January 24, 2011, Coronus completed the 29-Palms East Agreement, as described above in Note 14. Under the 29-Palms East Agreement, Coronus acquired a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California, from Gary and Sylvia Wright. The purchase price Coronus paid was $32,000 in cash.

On January 27, 2011, the close of escrow for the Vidal Agreement, as described above in Note 14, was extended from January 31, 2011 to February 28, 2011. In return for the extension, Coronus paid Paul R Marshall Trust the forfeitable fee of $1,565, equalling the interest due for the month of February, 2011 (equivalent to 8% per annum interest rate based on the purchase price).

F-20

-22-

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 (SCE), 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.

On January 24, 2011, Coronus completed the Vacant Land Purchase Agreement (the “29-Palms East Agreement”), which Coronus entered into on August 28, 2010 and which was first reported in our Form 8-K filed with the SEC on August 31, 2010. Under the 29-Palms East Agreement, Coronus acquired a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California. In respect of this land, our plan is to pursue three separate Interconnection Agreements from SCE, in relation to three separate 1.5 MW solar PV power plants. Accordingly, we are presently preparing the interconnection requests and intend to submit them to SCE on or before March 1, 2011.

As reported in our Form 8-K filed with the SEC on January 27, 2011, on January 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms North Agreement”) to acquire a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California. Provided Coronus’ Board of Director approval of the 29-Palms North Agreement is obtained, in respect of this land, our plan is to pursue three separate Interconnection Agreements from SCE, in relation to three separate 1.5 MW solar PV power plants. In anticipation of Coronus’ Board of Director approval, we are presently preparing the interconnection requests and intend to submit them to SCE on or before March 1, 2011. There can be no assurance Cor onus’ Board of Director approval will be obtained.

-23-

As reported in our Form 8-K filed with the SEC on January 27, 2011, on January 24, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Newberry Springs Agreement”) to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California. Provided Coronus’ Board of Director approval of the Newberry Springs Agreement is obtained, in respect of this land, our plan is to pursue two separate Interconnection Agreements from SCE, in relation to two separate 1.5 MW solar PV power plants. In anticipation of Coronus’ Board of Director approval, we are presently preparing the interconnection requests and intend to submit them to SCE on or before March 1, 2011. There can be no assurance Coronus̵ 7; Board of Director approval will be obtained.

As reported in our Form 8-K filed with the SEC on February 1, 2011, on January 27, 2011, the close of escrow for the Vacant Land Purchase Agreement (“Vidal”) to acquire a 280 acre parcel of vacant land, situated in Vidal, County of San Bernardino, California, entered into by Coronus, as reported in our Form 8-K filed with the SEC on October 6, 2010, has been extended to February 28, 2011. We sought the extension because we lack the funds to pay the contractual balance due. Provided we can raise the funds, in respect of this land, our plan is to pursue two separate Interconnection Agreements from SCE, in relation to two separate 1.5 MW solar PV power plants. In anticipation of us raising the funds, we are presently preparing the interconnection requests and intend to submit them to SCE on or before March 1, 2011. There can be no assurance we will raise the funds.

In addition to the above, we are presently evaluating further vacant lands, ranging in size between 20 and 50 acres, for purchase. If we acquire further lands, our intention is to pursue Interconnection Agreements from SCE, in respect of these lands, in relation to 1.5 MW solar PV power plants.

Results of Operations

Three Months Ended December 31, 2010 compared to December 31, 2009

Amortization expense increased by $1,765 or 3920% from $45 for the three months ended December 31, 2009 to $1,810 for the three months ended December 31, 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 quarter, the amortization expense was only related to the equipment.

Interest on shareholder loan increased by $1,155 or 86% from $1,339 for the three months ended December 31, 2009 to $2,494 for the three months ended December 31, 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 $243 or 37% from $650 for the three months ended December 31, 2009 to $407 for the three months ended December 31, 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 December 31, 2009.

Office and miscellaneous expense increased by $3,731 or 107% from $3,479 for the three months ended December 31, 2009 to $7,210 for the three months ended December 31, 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. Additionally, we incurred greater filing fees and printing and mailing fees during the quarter, as compared to the comparative quarter.

Professional fees increased by $7,196 or 44% from $16,235 for the three months ended December 31, 2009 to $23,431 for the three months ended December 31, 2010. The reason for the increase was the legal costs we incurred in the current quarter in relation to us obtaining legal advice on the Treasury Department’s Recovery Act, Section 1603, Grant Program: Payments for Specified Energy Property in Lieu of Tax Credits.

-24-

We incurred no stock based compensation expense ($nil) for the three months ended December 31, 2010 compared to $54,605 for the three months ended December 31, 2009. We incurred the expense in the previous quarter due to the stock options we granted to Mark Burgert on November 2, 2009 by engaging Mr. Burgert as a consultant, in relation to the Coronus acquisition. As consideration therefore, we issued Mr. Burgert fully vested options to acquire (i) 150,000 shares of our common stock, exercisable at $0.065 per share until April 22, 2015, and (ii) 200,000 shares of our common stock, exercisable at $0.065 per share until March 31, 2016.

Telephone and utilities expense decreased by $162 or 45% from $359 for the three months ended December 31, 2009 to $197 for the three months ended December 31, 2010. The reason for the decrease is the result of savings of roughly $50 per month in our monthly telephone expense.

We incurred no advertising and promotion expense ($nil) for the three months ended December 31, 2010 compared to $34 for the three months ended December 31, 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 no write down in website development costs expense ($nil) for the three months ended December 31, 2010 compared to $3,196 for the three months ended December 31, 2009. On completion of the acquisition of Coronus on November 2, 2009, we wrote off the balance of our website development costs of $3,196.

We incurred no write-off trademark cost expense ($nil) for the three months ended December 31, 2010 compared to $275 for the three months ended December 31, 2009. On completion of the acquisition of Coronus on November 2, 2009, we wrote off the balance of our intangible asset of $275 (relating to the “MathNote” trademark).

Nine Months Ended December 31, 2010 compared to December 31, 2009

We achieved no revenue ($nil) for the nine months ended December 31, 2010 compared to $240 for the nine months ended December 31, 2009. The $240 in revenue for the nine months ended December 31, 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 $4,284 or 374% from $1,144 for the nine months ended December 31, 2009 to $5,428 for the nine months ended December 31, 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 December 31, 2009.

Interest on shareholder loan increased by $2,748 or 77% from $3,551 for the nine months ended December 31, 2009 to $6,299 for the nine months ended December 31, 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 $902 or 44% from $2,071 for the nine months ended December 31, 2009 to $1,169 for the nine months ended December 31, 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 December 31, 2009.

-25-

Office and miscellaneous expense increased by $6,033 or 59% from $10,217 for the nine months ended December 31, 2009 to $16,250 for the nine months ended December 31, 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. Additionally, we incurred greater filing fees and printing and mailing fees during the period, as compared to the comparative period.

Professional fees increased by $16,417 or 40% from $41,087 for the nine months ended December 31, 2009 to $57,504 for the nine months ended December 31, 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. Additionally, we incurred legal costs in the current period in relation to us obtaining legal advice on the Treasury Department’s Recovery Act, Section 1603, Grant Program: Payments for Specified Energy Property in Lieu of Tax Credits. We incurred no such costs in the previous period.

We incurred no stock based compensation expense ($nil) for the nine months ended December 31, 2010 compared to $54,605 for the nine months ended December 31, 2009. We incurred the expense in the previous period due to the stock options we granted to Mark Burgert on November 2, 2009 by engaging Burgert as a consultant, in relation to the Coronus acquisition. As consideration therefore, we issued Mr. Burgert fully vested options to acquire (i) 150,000 shares of our common stock, exercisable at $0.065 per share until April 22, 2015, and (ii) 200,000 shares of our common stock, exercisable at $0.065 per share until March 31, 2016.

Telephone and utilities expense decreased by $460 or 47% from $974 for the nine months ended December 31, 2009 to $514 for the nine months ended December 31, 2010. The reason for the decrease is the result of savings of roughly $50 per month in our monthly telephone expense.

We incurred no advertising and promotion expense ($nil) for the nine months ended December 31, 2010 compared to $1,492 for the nine months ended December 31, 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 $1,207 in travel expense for the nine months ended December 31, 2010 compared to no travel expense ($nil) for the nine months ended December 31, 2009. In the current period, the travel expense related to an on-site meeting with a solar PV systems integrator in California.

We incurred $6,600 in feasibility study expense for the nine months ended December 31, 2010 compared to no feasibility study expense ($nil) for the nine months ended December 31, 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 (Twentynine Palms East) and 280 acre (Vidal) parcels of vacant, California land Coronus, our wholly-owned subsidiary, agreed to purchase.

We incurred no write down in website development costs expense ($nil) for the nine months ended December 31, 2010 compared to $3,196 for the nine months ended December 31, 2009. On completion of the acquisition of Coronus on November 2, 2009, we wrote off the balance of our website development costs of $3,196.

We incurred no write-off trademark cost expense ($nil) for the nine months ended December 31, 2010 compared to $275 for the nine months ended December 31, 2009. On completion of the acquisition of Coronus on November 2, 2009, we wrote off the balance of our intangible asset of $275 (relating to the “MathNote” trademark).

We achieved no debt forgiven income ($nil) for the nine months ended December 31, 2010 compared to $729 in debt forgiven income for the nine months ended December 31, 2009. On August 10, 2009, the author of our previous online courses waived a non-interest bearing, outstanding invoice, dated March 15, 2008.

-26-

Assets and Liabilities at December 31, 2010 compared to March 31, 2010

Prepaid expenses and deposit increased by $541 or 85% from $638 at March 31, 2010 to $1,179 at December 31, 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.

We posted a land deposit and deferred charges of $7,262 at December 31, 2010, compared to no land deposit ($nil) at March 31, 2010. The land deposit related to the $3,000 in deposits we made in respect of the 30 acre (Twentynine Palms East) parcel of vacant, California land Coronus, our wholly-owned subsidiary, agreed to purchase, and the $1,000 deposit we made in respect of the 280 acre (Vidal) parcel of vacant, California land Coronus agreed to purchase.  The deferred chares related to the forfeitable fees of $3,262 we paid as at December 31, 2010 in relation to the Vidal property purchase agreement, which the close of escrow has been extended from November 30, 2010 to February 28, 2011.

Intangible asset decreased by $5,376 or 29% from $18,514 at March 31, 2010 to $13,138 at December 31, 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.

Loan from a shareholder increased by $99,839 or 65% from $154,096 at March 31, 2010 to $253,935 at December 31, 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. 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 15,775,086 shares of our common stock and received cash of $376,512.

-27-

We have generated no meaningful 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.

On January 21, 2011, we conducted a non-brokered private placement, issuing 212,500 shares of our common stock to eleven investors, at a price of CAD $0.40 per share, for gross proceeds of CAD $85,000. In connection with the completion of the private placement, we paid CAD $7,500 in finder’s fees, in cash, to certain arm’s length parties. The investors were residents of British Columbia and Alberta, Canada. In respect of ten of the investors, representing 187,500 shares, the shares were issued pursuant to an exemption from applicable prospectus requirements under section 2.9 “Offering Memorandum” of National Instrument 45-106, Prospectus and Registration Exemptions. In respect of one of the investors, representing 25,000 shares, the shares were issued pursuant to an exemption from applicable prospectus requirements under section 2.5(1)(c) “Family, Friends and Business Associates” of National Instrument 45-106, Prospectus and Registration Exemptions, by reason of the investor being a parent of Jeff Thachuk, our president. Further, the shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that all of the sales of the securities took place outside the United States of America with non-U.S. persons.

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 curr ent 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 (the “Vidal Agreement”) to acquire a 280 acre parcel of vacant land, situated in Vidal, County of San Bernardino, California, from Paul R Marshall Trust. The total purchase price is $240,000. A deposit of $1,000 was paid and the balance due 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 December 19, 2010, the balance payable was extended to January 31, 2011, in return for Coronus paying the seller $1,631 (equivalent to 8% per annum interest rate, o ver 31 days, based on the purchase price). On January 27, 2011, the balance payable was extended to February 28, 2011, in return for Coronus paying the seller $1,565 (equivalent to 8% per annum interest rate, over 28 days, based on the purchase price). We sought the extensions 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 January 24, 2011, Coronus, our wholly-owned subsidiary, completed the Vacant Land Purchase Agreement (the “29-Palms East Agreement”), which Coronus entered into on August 28, 2010 and which was first reported in our Form 8-K filed with the SEC on August 31, 2010. Under the 29-Palms East Agreement, Coronus acquired a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California, from Gary and Sylvia Wright. The purchase price Coronus paid was $32,000, all cash.

-28-

On January 23, 2011, Coronus, our wholly-owned subsidiary, entered into a Vacant Land Purchase Agreement (the “29-Palms North Agreement”). Under the 29-Palms North Agreement, Coronus agrees to acquire a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California, from Joshua Tree Holdings. The purchase price is $40,000. Coronus deposited $1,000 into escrow and agrees to deposit an additional $7,000 within sufficient time to close escrow. Joshua Tree Holdings agrees to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Close of escrow is March 9, 2011. The 29-Palms North Agreement is subject to Coronus’ Board of Director approva l on or before February 23, 2011. There can be no assurance Coronus’ Board of Director approval will be obtained. Further, we expect to obtain the capital to pay the deposit 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 January 24, 2011, Coronus, our wholly-owned subsidiary, entered into a second Vacant Land Purchase Agreement (the “Newberry Springs Agreement”). Under the Newberry Springs Agreement, Coronus agrees to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California, from Mike Hoch. The purchase price is $45,000.  Coronus deposited $1,000 into escrow and agrees to deposit an additional $7,000 within sufficient time to close escrow. Mike Hoch agrees to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Close of escrow is March 8, 2011. The 29-Palms North Agreement is subject to 1) Coronus’ Board of Director approval on o r before February 23, 2011 and 2) Coronus cooperating with Mike Hoch to affect a tax deferred exchange, which will meet the requirements of Section 1031 of the Internal Revenue Code. There can be no assurance Coronus’ Board of Director approval will be obtained. Further, we expect to obtain the capital to pay the deposit 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 one to three 1.5 MW solar power plants, per parcel, to be $5.7 million to $17.1 million, inclusive of taxes. We expect to obtain the capital to pay for these power plants, through the sale of our common stock and through non-recourse senior secured debt. 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.

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 $253,935 through December 31, 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 unti l 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 December 31, 2010, included in accounts payable, $992 was owed to our principal executive officer for an out-of-pocket expense and a further $6,499 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 December 31, 2010, our total current assets were $5,841 and our total current liabilities were $304,383 resulting in a working capital deficit of $298,542.

-29-

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 ( 220;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 December 31, 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
3.3	Amended Articles of Incorporation (8/13/2002).	S-1	11/07/08	3.3
3.4	Amended Articles of Incorporation (8/26/2002).	S-1	11/07/08	3.4
3.5	Amended Articles of Incorporation (9/20/2002).	S-1	11/07/08	3.5
3.6	Amended Articles of Incorporation (11/03/2009).	8-K	11/06/09	3.1

-30-

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.	10-Q/A-1	12/10/10	10.10
10.11	Vacant Land Purchase Agreement – TWENTYNINE PALMS.	10-Q/A-1	12/10/10	10.11
10.12	Stock Option Plan dated November 23, 2010.	POS AM	12/30/10	10.12
10.13	Vacant Land Purchase Agreement – VIDAL (December 19, 2010 Addendum).	POS AM	12/30/10	10.13
10.14	Vacant Land Purchase Agreement – TWENTYNINE PALMS (December 21, 2010 Addendum).	POS AM	12/30/10	10.14
10.15	Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH.				X
10.16	Vacant Land Purchase Agreement – NEWBERRY SPRINGS.				X
10.17	Vacant Land Purchase Agreement – VIDAL (January 27, 2011 Addendum).				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 to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 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

-31-

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 11th day of February, 2011.

CORONUS SOLAR INC.
(Registrant)
BY:	JEFFERSON THACHUK
	Jefferson Thachuk
	President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and member of the Board of Directors

-32-

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
3.3	Amended Articles of Incorporation (8/13/2002).	S-1	11/07/08	3.3
3.4	Amended Articles of Incorporation (8/26/2002).	S-1	11/07/08	3.4
3.5	Amended Articles of Incorporation (9/20/2002).	S-1	11/07/08	3.5
3.6	Amended Articles of Incorporation (11/03/2009).	8-K	11/06/09	3.1
4.1	Specimen Stock Certificate.	S-1	11/07/08	4.1
10.1	Engagement Letter - Jefferson Thachuk (5/15/07).	S-1	11/07/08	10.1
10.2	Engagement Letter - Jefferson Thachuk (6/12/08).	S-1	11/07/08	10.2
10.3	Engagement Letter - Jefferson Thachuk (8/21/08).	S-1	11/07/08	10.3
10.4	Engagement Letter - Raven Kopelman.	S-1	11/07/08	10.4
10.5	Engagement Letter - John Omielan:  (3/15/2007).	S-1	11/07/08	10.5
10.6	Engagement Letter - John Omielan:  (1/4/2008).	S-1	11/07/08	10.6
10.7	Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.	10-Q	11/02/09	10.7
10.8	Escrow Agreement between Insightfulmind Learning, Inc., Mark Burgert and Jefferson Thachuk.	8-K	11/06/09	10.1
10.9	Loan Agreement with Jefferson Thachuk.	10-K/A-2	12/10/10	10.1
10.10	Vacant Land Purchase Agreement – VIDAL.	10-Q/A-1	12/10/10	10.10
10.11	Vacant Land Purchase Agreement – TWENTYNINE PALMS.	10-Q/A-1	12/10/10	10.11
10.12	Stock Option Plan dated November 23, 2010.	POS AM	12/30/10	10.12
10.13	Vacant Land Purchase Agreement – VIDAL (December 19, 2010 Addendum).	POS AM	12/30/10	10.13
10.14	Vacant Land Purchase Agreement – TWENTYNINE PALMS (December 21, 2010 Addendum).	POS AM	12/30/10	10.14
10.15	Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH.				X

-33-

10.16	Vacant Land Purchase Agreement – NEWBERRY SPRINGS.				X
10.17	Vacant Land Purchase Agreement – VIDAL (January 27, 2011 Addendum).				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 to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 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

-34-

EX-10.15

Exhibit 10.15

 

EX-10.16

EX-10.17

EX-32.1

EX-31.1

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 December 31, 2010 of Coronus Solar Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   February 11, 2011	JEFFERSON THACHUK
	Jefferson Thachuk
	Principal Executive Officer and Principal Financial Officer